SCHEDULE: Vipshop Founders Maintain Majority Voting Control

Vipshop Holdings Limited's co-founders, Eric Ya Shen and Xiaochun Zhang, along with Elegant Motion Holdings Limited, collectively maintain over 65% of the company's total voting power.

Summary

• Elegant Motion Holdings Limited, Eric Ya Shen, and Xiaochun Zhang are the reporting persons in this beneficial ownership filing.
• Elegant Motion Holdings Limited beneficially owns 15,941,084 shares, representing 16.2% of the Class A ordinary shares and 65.4% of the total outstanding voting power.
• Eric Ya Shen beneficially owns 18,410,937 shares, representing 18.2% of the Class A ordinary shares and 65.7% of the total outstanding voting power. This includes shares held by Elegant Motion, 2,467,320 Class A options exercisable within 60 days after June 30, 2025, and 2,533 directly held Class A ADSs.
• Xiaochun Zhang beneficially owns 15,941,084 shares, representing 16.2% of the Class A ordinary shares and 65.4% of the total outstanding voting power, all through Elegant Motion Holdings Limited.
• The voting power calculation is based on a dual-class share structure where Class A shares are entitled to one vote per share and Class B shares are entitled to ten votes per share on all matters submitted for vote.
• The total outstanding ordinary shares used for calculation as of June 30, 2025, is 98,625,072, comprising 83,064,714 Class A and 15,560,358 Class B shares.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual disclosure of beneficial ownership and voting power, not a performance or strategic announcement.

Positives

• NA

Negatives

• NA

Risks

• The concentration of over 65% of the total outstanding voting power in the hands of the co-founders, Eric Ya Shen and Xiaochun Zhang, through a dual-class share structure, may limit the influence of other shareholders on corporate decisions and governance.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

• The beneficial ownership structure involves Elegant Motion Holdings Limited, a British Virgin Islands company, which is wholly owned by the SYZXC Trust. Co-founders Eric Ya Shen and his wife Xiaochun Zhang have the power to direct the trustee with respect to the retention or disposal of the ordinary shares of the Issuer held by Elegant Motion Holdings Limited and the exercise of any voting and other rights attached thereto. This arrangement constitutes a related party relationship for control and voting purposes.

Stakeholder Impact

• Shareholders: The dual-class share structure and concentrated voting power with the founders mean that Class A shareholders have significantly less voting influence compared to the founders, potentially impacting their ability to influence corporate decisions and strategic direction.

Key Dates

Keywords

Vipshop Holdings Limited, beneficial ownership, SEC filing, Schedule 13G, voting power, dual-class structure, Class A shares, Class B shares, corporate governance, Eric Ya Shen, Xiaochun Zhang, Elegant Motion Holdings Limited