[VIPSHOP HOLDINGS LIMITED 1,140,000 American Depositary Shares Representing 2,280,000 Ordinary Shares UNDERWRITING AGREEMENT [ ], 2014 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong and Deutsche Bank Securities Inc. 60 Wall Street, New York, NY 10005, Schedule A As Representatives of the Several Underwriters named in Ladies and Gentlemen: 1. Introductory Company Schedule] [VIPSHOP HOLDINGS LIMITED [ ]% Convertible Senior Notes due 2019 UNDERWRITING AGREEMENT [ ], 2014 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong and Deutsche Bank Securities Inc. 60 Wall Street, New York, NY 10005, Schedule A As Representatives of the Several Underwriters named in Ladies and Gentlemen: 1. Introductory Company Schedule A] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES BOSTON CHICAGO TEL: (213) 687-5000 HOUSTON FAX: (213) 687-5600 NEW YORK www.skadden.com PALO ALTO SAN FRANCISCO WILMINGTON] [Vipshop Holdings Limited Announces Proposed Offering of Convertible Senior Notes and Secondary GUANGZHOU, March 11, 2014 —Vipshop Holdings Limited (NYSE: VIPS) (the “Company”), China’s leading online discount retailer for brands, announced today the commencement of (i) a registered underwritten public offering by the Company of its convertible senior notes due 2019 (the “Notes”) and (ii) a registered underwritten public offering] [Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou Guangdong 510370 The People’s Republic of China Form 20-F x Form 40-F o o o 2 Vipshop Holdings Limited]