|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Vipshop Holdings Ltd (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
92763W103 (CUSIP Number) |
Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen's Road East Wanchai, K3, 00000 852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/20/2025 (Date of Event Which Requires Filing of This Statement) |
| CUSIP No. | 92763W103 |
| 1 |
Name of reporting person
Tencent Mobility Limited |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
HONG KONG
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
12,969,251.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
12,969,251.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
12,969,251.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
14.8 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. | 92763W103 |
| 1 |
Name of reporting person
Tencent Holdings Limited |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a) ☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
CAYMAN ISLANDS
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
12,969,251.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
12,969,251.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
12,969,251.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
14.8 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 per share |
| (b) |
Name of Issuer:
Vipshop Holdings Ltd |
| (c) |
Address of Issuer's Principal Executive Offices:
VIPSHOP HEADQUARTERS, 128 DINGXIN ROAD, HAIZHU DISTRICT,, Guangzhou,
CHINA
, 510220. |
| Item 2. | Identity and Background |
| (a) | Tencent Holdings Limited, a Cayman Islands company ("Tencent Holdings").
Tencent Mobility Limited, a company limited by shares incorporated in Hong Kong and a direct wholly-owned subsidiary of Tencent Holdings ("Tencent Mobility" and together with Tencent Holdings, the "Reporting Persons").
Tencent Holdings is an integrated Internet services company providing services including value-added services, online advertising and FinTech and business services. It has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Tencent Mobility is a wholly owned subsidiary of Tencent Holdings and is principally engaged in the business of holding securities in portfolio companies in which Tencent Holdings invests.
Attached to this Statement as Schedule I, and incorporated by reference in this Item 2, is information concerning each of the executive officers and directors of Tencent Holdings and Tencent Mobility (collectively, the "Related Persons"), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. |
| (b) | c/o Tencent Holdings Limited
29/F., Three Pacific Place
No. 1 Queen's Road East
Wanchai Hong Kong |
| (c) | See (a) |
| (d) | During the five years preceding the date of this filing, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the Related Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the five years preceding the date of this filing, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the Related Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See (a) |
| Item 3. | Source and Amount of Funds or Other Consideration |
No change | |
| Item 4. | Purpose of Transaction |
No change | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of each of the Reporting Persons with respect to Rows 11 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Class A Ordinary Shares are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Amendment that relate to the number of Class A Ordinary Shares as to which such Reporting Persons have sole or shared power to vote, or to direct the vote, and sole or shared power to dispose of, or to direct the disposition, are incorporated herein by reference.
Tencent Holdings is the parent company of Tencent Mobility. Tencent Holdings may be deemed to be the beneficial owner, and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of 12,969,251 Class A Ordinary Shares held by Tencent Mobility, which represent approximately 14.8% of the outstanding Class A Ordinary Shares, approximately 12.6% of the total outstanding Ordinary Shares and approximately 5.3% of the aggregate voting power of the total outstanding Ordinary Shares.
The above calculation is based on 102,976,663 Ordinary Shares issued and outstanding as of March 31, 2025, comprised of 87,416,305 Class A Ordinary Shares and 15,560,358 Class B Ordinary Shares, in each case as disclosed on the Issuer's current report on Form 6-K furnished to the U.S. Securities and Exchange Commission on May 20, 2025 and the Issuer's annual report on Form 20-F filed on April 17, 2025. Each Class A Ordinary Share is entitled to one vote per share, and each Class B Ordinary Share is entitled to ten votes per share, on all matters that are subject to shareholder vote.
The Reporting Persons may be deemed to be members of a "group" for purposes of Section 13(d) of the Exchange Act together with Mr. Eric Ya Shen, Mr. Arthur Xiaobo Hong, Elegant Motion Holdings Limited and High Vivacity Holdings Limited (collectively, the "Founder Parties") as a result of entering into the Investor Rights Agreement (as defined in Item 6 below). However, nothing herein shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the Class A Ordinary Shares beneficially owned by any of the Founder Parties or their respective affiliates for any purpose, and such beneficial ownership is expressly disclaimed.
To the best knowledge of the Reporting Persons, none of the Related Persons beneficially owns any of the Class A Ordinary Shares. |
| (b) | See (a) |
| (c) | None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Related Persons, has effected any transaction in the Class A Ordinary Shares during the past 60 days. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
No change | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement, dated May 22, 2025, between Tencent Mobility Limited and Tencent Holdings Limited
Exhibit 2: Subscription Agreement, dated December 17, 2017, among Vipshop Holdings Limited, Tencent Mobility Limited and Windcreek Limited*
Exhibit 3: Investor Rights Agreement, dated December 29, 2017, among Vipshop Holdings Limited, Mr. Eric Ya Shen, Mr. Arthur Xiabo Hong, Elegant Motion Holdings Limited, High Vivacity Holdings Limited, Tencent Mobility and Windcreek Limited*
Exhibit 4: English translation of Business Cooperation Agreement, dated December 17, 2017, between Shenzhen Tencent Computer Systems Company Limited and Vipshop Holdings Limited*
* Previously filed. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Tencent Mobility Limited |
| Signature: | /s/ Ma Huateng | |
| Name/Title: | Ma Huateng, Authorized Signatory | |
| Date: | 05/22/2025 |
Tencent Holdings Limited |
| Signature: | /s/ Ma Huateng | |
| Name/Title: | Ma Huateng, Authorized Signatory | |
| Date: | 05/22/2025 |
Exhibit 99A
Schedule I
EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT HOLDINGS LIMITED
The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.
|
Name |
Present Principal Employment |
Citizenship |
| Directors: | ||
| Ma Huateng | Chairman of the Board and Executive Director | People’s Republic of China |
| Jacobus Petrus (Koos) Bekker | Non-Executive Director | Republic of South Africa |
| Charles St Leger Searle | Non-Executive Director | Republic of South Africa |
| Li Dong Sheng | Independent Non-Executive Director | People’s Republic of China |
| Ian Charles Stone | Independent Non-Executive Director | United Kingdom of Great Britain and Northern Ireland |
| Yang Siu Shun | Independent Non-Executive Director | People’s Republic of China (Hong Kong SAR) |
| Ke Yang | Independent Non-Executive Director | People’s Republic of China |
| Zhang Xiulan | Independent Non-Executive Director | People’s Republic of China |
| Executive officers: | ||
| Ma Huateng | Chief Executive Officer | People’s Republic of China |
| Lau Chi Ping Martin | President | People’s Republic of China (Hong Kong SAR) |
| Xu Chenye | Chief Information Officer | People’s Republic of China |
| Ren Yuxin | Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group | People’s Republic of China |
| James Gordon Mitchell | Chief Strategy Officer and Senior Executive Vice President | United Kingdom of Great Britain and Northern Ireland |
| John Shek Hon Lo | Chief Financial Officer and Senior Vice President | People’s Republic of China (Hong Kong SAR) |
EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT MOBILITY LIMITED
The names of the directors and the names and titles of the executive officers of Tencent Mobility Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Mobility Limited, 29/F Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Mobility Limited.
|
Name |
Present Principal Employment |
Citizenship |
| Directors: | ||
| Ma Huateng | Director | People’s Republic of China |
| Charles St Leger Searle | Director | Republic of South Africa |
| Pu Hai Tao | Director | Australia |
| Wang Sze Man | Director | People’s Republic of China (Hong Kong SAR) |
| Executive officers: | ||
| N/A |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto); and (ii) that this joint filing agreement may be included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of May 22, 2025.
| TENCENT HOLDINGS LIMITED | ||
| By: | /s/ Ma Huateng | |
| Name: Ma Huateng | ||
| Title: Authorized Signatory | ||
| TENCENT MOBILITY LIMITED | ||
| By: | /s/ Ma Huateng | |
| Name: Ma Huateng | ||
| Title: Authorized Signatory | ||