唯品会 2025年年度报告和过渡报告

(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGEACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Date of event requiring this shell company report (Exact Name of Registrant as Specified in Its Charter) N/A(Translation of Registrant’s Name into English) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes☐No Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulationS-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-acceleratedfiler, or an emerging growth company.See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a) ofthe Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☒International Financial Reporting Standards as issuedby the International Accounting Standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the ExchangeAct).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No Table of Contents TABLE OF CONTENTS PageINTRODUCTION1FORWARD-LOOKING INFORMATION3PART I4ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3.KEY INFORMATION4ITEM 4.INFORMATION ON THE COMPANY63ITEM 4A.UNRESOLVED STAFF COMMENTS109ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS109ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES128ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS141ITEM 8.FINANCIAL INFORMATION142ITEM 9.THE OFFER AND LISTING142ITEM 10.ADDITIONAL INFORMATION143ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK157ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES158PART II160ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES160ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS160ITEM 15.CONTROLS AND PROCEDURES160ITEM 16.[RESERVED]161ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT161ITEM 16B.CODE OF ETHICS161ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERV