[SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED MARCH 22, 2012 11,176,470 American Depositary Shares Representing 22,352,940 Ordinary Shares Vipshop Holdings Limited This is an initial public offering of American depositary shares, or ADSs, of Vipshop Holdings Limited. We are offering 11,176,470 ADSs and each ADS represents two ordinary shares, par value US$0.0001 per share. Prior to this offering, there has been] [Office: Mobile: rthorp@thorpalberga.com Vipshop Holdings Limited No. 20 Huahai Street Liwan District, Guangzhou 510370 The People’s Republic of China 22 March 2012 Dear Sirs Vipshop Holdings Limited. Company Commission Act Registration Statement Shares We have acted as Cayman Islands legal advisers to Vipshop Holdings Limited (the “ 1 Documents Reviewed For the purposes of this opinion we have reviewed originals,] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 FIRM/AFFILIATE OFFICES _____ BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON _____ BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY _____ TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com] [March 22, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the “ A. Documents and Assumptions] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 4 to Registration Statement of Vipshop Holdings Limited on Form F-1 (Registration No. 333-179581) of our report dated February 17, 2012 related to the consolidated financial statements of Vipshop Holdings Limited as of December 31, 2009, 2010 and 2011, and for each of the] [March 22, 2012 To: Vipshop Holdings Limited No. 20 Huahai Street Fang Village Liwan District Guangzhou 510370, PRC Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (the “ Company Offering Offered ADSs Ordinary Shares Registration Statement We act as the PRC counsel to Vipshop Holdings Limited (the “ A. Documents and Assumptions]