唯品会 2026年年度报告和过渡报告

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2of the Exchange Act. TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING INFORMATION3PART I4ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3.KEY INFORMATION4ITEM 4.INFORMATION ON THE COMPANY60ITEM 4B.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 LISTING143ITEM 10.ADDITIONAL INFORMATION143ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK157ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES157PART II159ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES159ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS159ITEM 15.CONTROLS AND PROCEDURES159ITEM 16.[RESERVED]160ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT160ITEM 16B. CODE OF ETHICS160ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES161ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES161ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS161ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT162ITEM 16G. CORPORATE GOVERNANCE162ITEM 16H. MINE SAFETY DISCLOSURE162ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS162ITEM 16J. INSIDER TRADING POLICIES163ITEM 16K. CYBERSECURITY163PART III164ITEM 17.FINANCIAL STATEMENTS164ITEM 18.FINANCIAL STATEMENTS164ITEM 19.EXHIBITS164SIGNATURES167 INTRODUCTION In this annual report, unless otherwise indicated or unless the context otherwise requires: ●“active customers” refers to registered members who have purchased from our Vipshop mobile app,vip.comwebsiteand Vipshop WeChat Mini-Program, at least once during the given period;●“active SVIP customers” refers to active customers during the given period who have subscribed for our Super VIPmembership program;●“ADSs” refers to the American depositary shares, each of which represents 0.2 Class A ordinary shares of ourcompany, par value US$0.0001 per share;●“China” or “PRC” refers to the People’s Republic of China, and, unless the context requires otherwise and solely forthe purpose of this annual report such as describing legal or tax matters, authorities, entities, or persons, excludesHong Kong S.A.R., Macao S.A.R., and Taiwan region of the People’s Republic of China;●“cumulative customers” refers to all customers who had purchased products from our Vipshop mobile app,vip.comwebsite, and Vipshop WeChat Mini-Program at least once during the period from our inception on August 22, 2008to a specified date;●“GMV” refers to gross merchandise value, the total value of all products and services sold through our onlinechannels, Shan Shan Outlets, and other offline stores during the given period, which were fulfilled by either ourcompany or our third-party merchants, regardless of whether or not the goods were delivered or returned. GMVincludes shipping charges paid by buyers to sellers. For prudent considerations, we do not consider products orservices to be sold if the orders were placed and canceled pre-shipment and only included orders that left our orother third-party vendors’ warehouses;●“off-price retailer” refers to businesses that consistently offer branded products at prices below traditional retaillevels, characterized by (i) a focus on branded products rather than private-label or unbranded goods; and (ii)periodic or recurring discounts in direct sale online channels and a focus on discounted pricing in offline formats;●“online channels” refers to our Vipshop App mobile application, thevip.comwebsite, the Vipshop WeChat Mini-Program, and our online stores that are operated at third-party platforms;●“registered member” refers to any consumer who has registered and created an account with our Vipshop mobileapp,vip.comwebsite, and Vipshop WeChat Mini-Program;●“Renminbi” or “RMB” refers to the legal currency of China;●“shares” or “ordinary shares” refers to our ordinary shares, which inc