Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015shares | |
Entity Registrant Name | Vipshop Holdings Ltd |
Entity Central Index Key | 1,529,192 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | FY |
Class A ordinary shares | |
Entity Common Stock, Shares Outstanding | 100,085,519 |
Class B ordinary shares | |
Entity Common Stock, Shares Outstanding | 16,510,358 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 513,196 | ¥ 3,324,384 | ¥ 4,790,751 |
Restricted cash | 400 | ||
Held-to-maturity securities (Note 6) | 279,015 | 1,807,403 | 3,768,338 |
Accounts receivable, net (Note 4) | 54,250 | 351,423 | 41,447 |
Amounts due from related parties (Note 26(a)) | 4,918 | 31,856 | 30,991 |
Other receivables and prepayments (Note 5) | 288,596 | 1,869,461 | 767,074 |
Inventories | 704,984 | 4,566,746 | 3,588,304 |
Deferred tax assets (Note 23) | 31,184 | 202,003 | 233,149 |
Total current assets | 1,876,143 | 12,153,276 | 13,220,454 |
NON-CURRENT ASSETS | |||
Property and equipment, net (Note 7) | 455,340 | 2,949,604 | 1,911,453 |
Deposits for property and equipment | 144,095 | 933,419 | 207,509 |
Land use right, net (Note 8) | 30,483 | 197,462 | 81,991 |
Intangible assets, net (Note 9) | 114,911 | 744,369 | 1,038,949 |
Investment in affiliates (Note 10) | 39,011 | 252,706 | 287,390 |
Other investments (Note 11) | 75,622 | 489,862 | 102,792 |
Available-for-sale securities investments, non-current (Note 12) | 41,640 | 269,736 | |
Other long-term assets (Note 13) | 298,914 | 1,936,307 | 40,503 |
Goodwill (Note 14) | 16,793 | 108,781 | 60,000 |
Total non-current assets | 1,216,809 | 7,882,246 | 3,730,587 |
Total assets | 3,092,952 | 20,035,522 | 16,951,041 |
CURRENT LIABILITIES | |||
Accounts payable (Including accounts payable of the consolidated VIE and VIE's subsidiaries without recourse to the Company of RMB 7,490 and RMB 48,178 as of December 31, 2014 and December 31, 2015, respectively) | 1,025,852 | 6,645,262 | 6,121,256 |
Advance from customers (Including advance from customers of the consolidated VIE and VIE's subsidiaries without recourse to the Company of RMB 1,217,429 and RMB 879,848 as of December 31, 2014 and December 31, 2015, respectively) | 310,225 | 2,009,578 | 1,422,935 |
Accrued expenses and other current liabilities (Note 15) (Including accrued expenses and other current liabilities of the consolidated VIE and VIE's subsidiaries without recourse to the Company of RMB 944,097 and RMB 1,127,270 as of December 31, 2014 and December 31, 2015, respectively) | 479,271 | 3,104,622 | 2,340,756 |
Amounts due to related parties (Note 26(b)) (Including amounts due to related parties of the consolidated VIE and VIE's subsidiaries without recourse to the Company of RMB 2,884 and RMB 82,994 as of December 31, 2014 and December 31, 2015, respectively) | 31,950 | 206,966 | 75,784 |
Deferred income (Including deferred income of the consolidated VIE and VIE's subsidiaries without recourse to the Company of RMB 178,920 and RMB 95,643 as of December 31, 2014 and December 31, 2015, respectively) | 16,137 | 104,531 | 194,560 |
Short term loans (Note 17) (Including short term loans of the consolidated VIE and VIE's subsidiaries without recourse to the Company of nil and nil as of December 31, 2014 and December 31, 2015) | 14,665 | 95,000 | |
Total current liabilities | 1,878,100 | 12,165,959 | 10,155,291 |
NON-CURRENT LIABILITIES | |||
Deferred tax liability (Note 23) (Including deferred tax liability of the consolidated VIE and VIE's subsidiaries without recourse to the Company of nil and RMB 116 as of December 31, 2014 and December 31, 2015, respectively) | 27,080 | 175,416 | 242,697 |
Deferred income-non current (Including deferred income-non current of the consolidated VIE and VIE's subsidiaries without recourse to the Company of nil and RMB 3,573 as of December 31, 2014 and December 31, 2015, respectively) | 3,504 | 22,699 | |
Convertible senior notes (Note 18) | 626,475 | 4,058,181 | 3,854,985 |
Total non-current liabilities | 657,059 | 4,256,296 | 4,097,682 |
Total liabilities | $ 2,535,159 | ¥ 16,422,255 | ¥ 14,252,973 |
COMMITMENTS AND CONTINGENCIES (Note 25) | |||
EQUITY: | |||
Treasury shares, at cost (nil and 1,614,135 Class A shares as of December 31, 2014 and December 31, 2015, respectively (Note 21) | $ (130,401) | ¥ (844,711) | |
Additional paid-in capital | 438,203 | 2,838,591 | ¥ 2,538,217 |
Retained earnings | 249,500 | 1,616,209 | 26,544 |
Accumulated other comprehensive loss | (10,957) | (70,981) | (10,711) |
Total Vipshop Holdings Limited shareholders' equity | 546,357 | 3,539,184 | 2,554,124 |
Non-controlling interests | 11,436 | 74,083 | 143,944 |
Total shareholders' equity | 557,793 | 3,613,267 | 2,698,068 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 3,092,952 | 20,035,522 | 16,951,041 |
Class A ordinary shares | |||
EQUITY: | |||
Ordinary shares | 10 | 65 | 63 |
Class B ordinary shares | |||
EQUITY: | |||
Ordinary shares | $ 2 | ¥ 11 | ¥ 11 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014CNY (¥)shares |
CURRENT LIABILITIES | ||
Accounts payable of the consolidated VIE and VIE's subsidiaries without recourse to the Company | ¥ 6,645,262 | ¥ 6,121,256 |
Advance from customers of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 2,009,578 | 1,422,935 |
Accrued expenses and other current liabilities of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 3,104,622 | 2,340,756 |
Amounts due to related parties of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 206,966 | 75,784 |
Deferred income of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 104,531 | 194,560 |
Short-term loans of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 95,000 | |
NON-CURRENT LIABILITIES | ||
Deferred tax liability of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 175,416 | ¥ 242,697 |
Deferred income-non current of the consolidated VIE and VIE's subsidiaries without recourse to the Company | ¥ 22,699 | |
Class A ordinary shares | ||
EQUITY: | ||
Common shares, shares authorized | shares | 483,489,642 | 483,489,642 |
Common shares, shares issued | shares | 100,085,519 | 98,028,314 |
Common shares, shares outstanding | shares | 100,085,519 | 98,028,314 |
Treasury shares (in shares) | shares | 1,614,135 | 0 |
Class B ordinary shares | ||
EQUITY: | ||
Common shares, shares authorized | shares | 16,510,358 | 16,510,358 |
Common shares, shares issued | shares | 16,510,358 | 16,510,358 |
Common shares, shares outstanding | shares | 16,510,358 | 16,510,358 |
Consolidated VIE and VIE's subsidiaries | ||
CURRENT LIABILITIES | ||
Accounts payable of the consolidated VIE and VIE's subsidiaries without recourse to the Company | ¥ 48,178 | ¥ 7,490 |
Advance from customers of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 879,848 | 1,217,429 |
Accrued expenses and other current liabilities of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 1,127,270 | 944,097 |
Amounts due to related parties of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 82,994 | 2,884 |
Deferred income of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 95,643 | 178,920 |
Short-term loans of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 0 | 0 |
NON-CURRENT LIABILITIES | ||
Deferred tax liability of the consolidated VIE and VIE's subsidiaries without recourse to the Company | 116 | 0 |
Deferred income-non current of the consolidated VIE and VIE's subsidiaries without recourse to the Company | ¥ 3,573 | ¥ 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)¥ / sharesshares | Dec. 31, 2014CNY (¥)¥ / sharesshares | Dec. 31, 2013CNY (¥)¥ / sharesshares | |
Product revenues | $ 6,083,850 | ¥ 39,409,961 | ¥ 22,685,111 | ¥ 10,321,836 |
Other revenues | 122,457 | 793,251 | 444,202 | 98,958 |
Total net revenues | 6,206,307 | 40,203,212 | 23,129,313 | 10,420,794 |
Cost of goods sold (including inventory write-down of RMB205,378, RMB218,108 and RMB293,946 for the years ended December 31, 2013, 2014 and 2015, respectively) | (4,678,552) | (30,306,723) | (17,378,044) | (7,916,298) |
Gross profit | 1,527,755 | 9,896,489 | 5,751,269 | 2,504,496 |
Fulfillment expenses (including shipping and handling expenses of RMB721,630, RMB1,174,296 and RMB1,714,606 for the years ended December 31, 2013, 2014 and 2015, respectively) (Note 27(c)) | (566,092) | (3,667,031) | (2,268,949) | (1,214,945) |
Marketing expenses (Note 27(c)) | (322,540) | (2,089,348) | (1,164,149) | (457,562) |
Technology and content expenses (Note 27(c)) | (166,186) | (1,076,520) | (670,998) | (248,128) |
General and administrative expenses (Note 27(c)) | (200,913) | (1,301,472) | (967,463) | (306,749) |
Total operating expenses | (1,255,731) | (8,134,371) | (5,071,559) | (2,227,384) |
Other income (Note 22) | 47,614 | 308,431 | 153,977 | 53,486 |
Income from operations | 319,638 | 2,070,549 | 833,687 | 330,598 |
Other non-operating income | ¥ | 20,300 | |||
Impairment loss of investments | (15,398) | (99,749) | (6,166) | |
Interest expenses | (13,239) | (85,762) | (75,249) | |
Interest income | 41,250 | 267,208 | 288,622 | 96,220 |
Exchange gain (loss) | (15,704) | (101,726) | (853) | 8,334 |
Income before income taxes and share of loss of affiliates | 316,547 | 2,050,520 | 1,060,341 | 435,152 |
Income tax expense (Note 23) | (70,664) | (457,745) | (245,032) | (113,932) |
Share of loss of affiliates | (12,977) | (84,063) | (62,716) | 0 |
Net income | 232,906 | 1,508,712 | 752,593 | 321,220 |
Net loss attributable to noncontrolling interests | (12,497) | (80,953) | (88,693) | |
Net income attributable to Vipshop Holdings Limited's shareholders | 245,403 | 1,589,665 | 841,286 | 321,220 |
Net earnings per Class A and Class B ordinary share (Note 24) | ||||
Net income | 232,906 | 1,508,712 | 752,593 | 321,220 |
Other comprehensive loss, net of tax of nil: | ||||
Foreign currency translation adjustments | (8,591) | (55,653) | (1,709) | (13,767) |
Unrealized loss of available-for-sales securities | (1,201) | (7,783) | ||
Comprehensive income | 223,114 | 1,445,276 | 750,884 | 307,453 |
Less: Comprehensive loss attributable to noncontrolling interests | (12,986) | (84,119) | (89,975) | |
Comprehensive income attributable to Vipshop Holdings Limited's shareholders | $ 236,100 | ¥ 1,529,395 | ¥ 840,859 | ¥ 307,453 |
Class A and Class B ordinary shares | ||||
Weighted average number of Class A and Class B ordinary shares for computing earnings per Class A and Class B ordinary share: | ||||
- Basic (in shares) | 115,736,092 | 115,736,092 | 113,310,682 | 108,962,637 |
- Diluted (in shares) | 120,168,063 | 120,168,063 | 120,227,584 | 115,495,173 |
Net earnings per Class A and Class B ordinary share (Note 24) | ||||
- Basic (in dollars per share) | (per share) | $ 2.12 | ¥ 13.74 | ¥ 7.42 | ¥ 2.95 |
- Diluted (in dollars per share) | (per share) | $ 2.04 | ¥ 13.23 | ¥ 7 | ¥ 2.78 |
CONSOLIDATED STATEMENTS OF INC5
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | |||
Inventory written down | ¥ 293,946 | ¥ 218,108 | ¥ 205,378 |
Shipping and handling expenses | 1,714,606 | 1,174,296 | 721,630 |
Other comprehensive loss, tax | ¥ 0 | ¥ 0 | ¥ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ¥ in Thousands, $ in Thousands | Class A ordinary sharesOrdinary sharesCNY (¥)shares | Class A ordinary sharesshares | Class B ordinary sharesOrdinary sharesCNY (¥)shares | Additional paid-in capitalCNY (¥) | Treasury Stock.CNY (¥)shares | Retained earnings (deficit)CNY (¥) | Accumulated other comprehensive income (loss)CNY (¥) | Non-controlling interestCNY (¥) | USD ($)shares | CNY (¥)shares |
Balance at Dec. 31, 2012 | ¥ 56 | ¥ 11 | ¥ 1,646,913 | ¥ (1,135,962) | ¥ 3,483 | ¥ 514,501 | ||||
Balance (in shares) at Dec. 31, 2012 | shares | 84,774,523 | 16,510,358 | ||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net income | 321,220 | 321,220 | ||||||||
Issuance of ordinary shares pursuant to follow-on offering | ¥ 5 | 571,315 | 571,320 | |||||||
Issuance of ordinary shares pursuant to follow-on offering (in shares) | shares | 8,000,000 | |||||||||
Direct offering expenses of follow-on offering | (9,769) | (9,769) | ||||||||
Issuance of ordinary shares upon exercise of stock options | ¥ 1 | 12,585 | ¥ 12,586 | |||||||
Issuance of ordinary shares upon exercise of stock options (in shares) | shares | 1,905,026 | 1,905,026 | 1,905,026 | |||||||
Issuance of ordinary shares upon vesting of shares awards (in shares) | shares | 476,065 | 476,065 | ||||||||
Share-based compensation expense | 76,505 | ¥ 76,505 | ||||||||
Foreign currency translation | (13,767) | (13,767) | ||||||||
Balance at Dec. 31, 2013 | ¥ 62 | ¥ 11 | 2,297,549 | (814,742) | (10,284) | 1,472,596 | ||||
Balance (in shares) at Dec. 31, 2013 | shares | 95,155,614 | 16,510,358 | ||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net income | 841,286 | ¥ (88,693) | 752,593 | |||||||
Issuance of ordinary shares upon exercise of stock options | ¥ 1 | 10,949 | ¥ 10,950 | |||||||
Issuance of ordinary shares upon exercise of stock options (in shares) | shares | 1,883,977 | 1,883,977 | 1,883,977 | |||||||
Issuance of ordinary shares upon vesting of shares awards (in shares) | shares | 988,723 | 988,723 | ||||||||
Share-based compensation expense | 225,494 | ¥ 225,494 | ||||||||
Non-controlling interest arising from business combination | 233,919 | 233,919 | ||||||||
Other capital contribution | 4,225 | 4,225 | ||||||||
Foreign currency translation | (427) | (1,282) | (1,709) | |||||||
Balance at Dec. 31, 2014 | ¥ 63 | ¥ 11 | 2,538,217 | 26,544 | (10,711) | 143,944 | 2,698,068 | |||
Balance (in shares) at Dec. 31, 2014 | shares | 98,028,314 | 16,510,358 | ||||||||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Net income | 1,589,665 | (80,953) | $ 232,906 | 1,508,712 | ||||||
Issuance of ordinary shares upon exercise of stock options | ¥ 2 | 6,321 | ¥ 6,323 | |||||||
Issuance of ordinary shares upon exercise of stock options (in shares) | shares | 956,587 | 956,587 | 956,587 | |||||||
Issuance of ordinary shares upon vesting of shares awards (in shares) | shares | 1,100,618 | 1,100,618 | ||||||||
Share-based compensation expense | 302,941 | ¥ 302,941 | ||||||||
Non-controlling interest arising from business combination | (1,417) | 20,418 | 19,001 | |||||||
Purchase additional ownership interests in a subsidiary | (7,471) | (6,160) | (13,631) | |||||||
Foreign currency translation | (52,487) | (3,166) | $ (8,591) | (55,653) | ||||||
Fair value changes of available-for-sales securities | (7,783) | $ (1,201) | (7,783) | |||||||
Repurchase of treasury stock | ¥ (844,711) | ¥ (844,711) | ||||||||
Repurchase of treasury stock (in shares) | shares | 1,614,135 | 1,614,135 | 1,614,135 | |||||||
Balance at Dec. 31, 2015 | ¥ 65 | ¥ 11 | ¥ 2,838,591 | ¥ (844,711) | ¥ 1,616,209 | ¥ (70,981) | ¥ 74,083 | $ 557,793 | ¥ 3,613,267 | |
Balance (in shares) at Dec. 31, 2015 | shares | 100,085,519 | 16,510,358 | 1,614,135 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | ||
Cash flows from operating activities: | |||||
Net income | $ 232,906 | ¥ 1,508,712 | ¥ 752,593 | ¥ 321,220 | |
Adjustments to reconcile net income to net cash by operating activities: | |||||
Allowance for doubtful debts | 1,835 | 11,884 | 4,167 | (191) | |
Prepaid expenses write-down | 2,107 | ||||
Inventory write-down | 45,377 | 293,946 | 218,108 | 205,378 | |
Depreciation of property and equipment | 44,985 | 291,401 | 109,990 | 54,288 | |
Amortization of intangible assets | 44,713 | 289,644 | 250,221 | 1,389 | |
Amortization of land use rights | 430 | 2,785 | 689 | 0 | |
Impairment loss on intangible assets | 16,907 | 16,907 | |||
Loss on disposal of property and equipment | 261 | 1,688 | 196 | 324 | |
Share-based compensation expenses | 46,766 | 302,941 | 225,494 | 76,505 | |
Share of loss of affiliates | 12,977 | 84,063 | 62,716 | 0 | |
Impairment loss of investment | 15,398 | 99,749 | 6,166 | ||
Interest income on held-to-maturity securities | (20,536) | (133,027) | (119,615) | (19,375) | |
Amortization of debt issuance cost | 5,164 | 33,453 | 26,701 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (43,096) | (279,165) | (22,950) | 24,173 | |
Amounts due from related parties | (133) | (865) | (30,991) | 1,104 | |
Other receivables and prepayments | (168,898) | (1,094,085) | (526,476) | (69,089) | |
Inventories | (196,415) | (1,272,336) | (2,129,050) | (943,732) | |
Deferred tax assets | 4,808 | 31,146 | (165,791) | (67,357) | |
Accounts payable(note a) | 99,319 | 643,370 | 2,855,375 | [1] | 1,681,445 |
Advance from customers | 90,405 | 585,624 | 625,167 | 449,201 | |
Accrued expenses and other current liabilities | 82,945 | 537,300 | 1,073,047 | 860,327 | |
Amounts due to related parties | 20,251 | 131,182 | 19,776 | 4,641 | |
Deferred income | (13,412) | (86,880) | 63,158 | 50,924 | |
Deferred tax liability | (10,412) | (67,444) | (52,936) | ||
Net cash generated from operating activities | 295,638 | 1,915,086 | 3,262,662 | 2,633,282 | |
Cash flows from investing activities: | |||||
Purchase of property and equipment | (337,032) | (2,183,228) | (1,588,910) | (133,926) | |
Purchase of land use right | (18,256) | (118,256) | (82,680) | ||
Government subsidies for land use right | 3,018 | 19,550 | |||
Deposit related to acquisition of land use right | (289,227) | (1,873,553) | (44,476) | ||
Proceed from disposal of property and equipment | 31 | 204 | 4,130 | ||
Purchase of other assets | (1,449) | (9,388) | (28,964) | (32,043) | |
Purchase of held-to-maturity securities | (855,229) | (5,540,000) | (6,317,500) | (3,724,500) | |
Proceed from redemption of held-to-maturity securities upon maturities | 1,178,481 | 7,633,963 | 5,004,546 | 1,944,500 | |
Investment in affiliates and other investments | (80,837) | (523,643) | (463,093) | ||
Acquisition of subsidiaries, net of cash acquired of nil, RMB125 and RMB30,303 in 2013, 2014 and 2015, respectively | (6,051) | (39,198) | (687,233) | ||
Investment in available-for-sale securities | (38,123) | (246,953) | |||
Prepayment for investment in affiliates and other investments | (7,410) | (48,000) | (40,503) | ||
Increase in entrusted loan to an investee | (4,167) | ||||
Loan to the employees | (1,421) | (9,207) | |||
(Increase) decrease in restricted cash | 62 | 400 | (400) | ||
Net cash used in investing activities | (453,443) | (2,937,309) | (4,253,380) | (1,941,839) | |
Cash flows from financing activities: | |||||
Proceeds from bank borrowings | 103,347 | 669,463 | 1,053,992 | ||
Repayment to bank borrowings | (88,682) | (574,463) | (1,053,992) | ||
Capital contributions from non-controlling interests | 1,504 | 9,740 | 7,537 | ||
Repurchase of ordinary shares | (100,373) | (650,197) | |||
Other capital contributions | 4,225 | ||||
Proceed from issuance of convertible notes | 3,836,110 | ||||
Issuance cost of convertible notes offering | (6,689) | ||||
Proceeds from issuance of ordinary shares in the offerings, net of issuance costs | 561,551 | ||||
Proceeds from issuance of ordinary shares upon exercise of stock options | 976 | 6,323 | 10,950 | 12,586 | |
Net cash provided by (used in) financing activities | (83,228) | (539,134) | 3,852,133 | 574,137 | |
Effect of exchange rate changes | 14,664 | 94,990 | (96,928) | (14,793) | |
Net increase (decrease) in cash and cash equivalents | (226,369) | (1,466,367) | 2,764,487 | 1,250,787 | |
Cash and cash equivalents at beginning of the period | 739,565 | 4,790,751 | 2,026,264 | 775,477 | |
Cash and cash equivalents at end of the period | 513,196 | 3,324,384 | 4,790,751 | 2,026,264 | |
Supplemental disclosures of cash flow information: | |||||
Interest paid, net of amount capitalized | 13,241 | 85,775 | 57,851 | ||
Income tax paid | 68,946 | 446,621 | 454,510 | ¥ 93,696 | |
Supplemental disclosure of non-cash investing and financing activities: | |||||
Payables incurred for purchase of property and equipment | 21,254 | ¥ 137,679 | ¥ 361,249 | ||
Payables for repurchase of ordinary shares (note 15 & 21) | $ 30,028 | ||||
[1] |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - CNY (¥) ¥ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
Acquisition of subsidiaries, cash acquired | ¥ 30,303 | ¥ 125 | ¥ 0 |
Organization and principal acti
Organization and principal activities | 12 Months Ended |
Dec. 31, 2015 | |
Organization and principal activities | |
Organization and principal activities | 1. Organization and principal activities Vipshop Holdings Limited (the "Company") was incorporated in the Cayman Islands on August 27, 2010. Its subsidiaries, and variable interest entities ("VIEs") and VIEs' subsidiaries operate online platforms that offer high-quality branded products to consumers in the People's Republic of China (the "PRC") through flash sales on its vipshop.com, vip.com and lefeng.com websites. Flash sale represents an online retail format combining the advantages of e-commerce and discount sales through selling a finite quantity of discounted products or services online for a limited period of time. At the time of the Company's incorporation and through the date of the Reorganization as described below, the ownership interest of the Company was held by five individuals indirectly through their respective investment holding companies. These individuals are Mr. Eric Ya Shen ("Mr. Shen"), the Chairman and chief executive officer of the Company, Mr. Arthur Xiaobo Hong, the Vice Chairman of the Board of Directors of the Company (collectively, the "Founders"), and three other investors (the "Original Investors"). The Company, its subsidiaries and consolidated VIEs and VIEs' subsidiaries are collectively referred to as the "Group". Guangzhou Vipshop Information Technology Co., Ltd. ("Vipshop Information" or the "VIE") was incorporated in the PRC on August 22, 2008, to operate an online platform for sales of products. On the date of Reorganization as described in the following paragraphs, Vipshop Information are owned by the same five ultimate shareholders of the Company as described above, with the same respective percentage of ownership for each of the five ultimate shareholders. To comply with PRC laws and regulations that restrict foreign owned enterprises from holding the licenses that are necessary for the operation of internet access, the distribution of online information and the conduct of online commerce, the Company entered into the following transactions (collectively, the "Reorganization"). On October 22, 2010, the Company incorporated a wholly owned subsidiary, Vipshop International Holdings Limited in Hong Kong ("Vipshop HK") as the intermediate holding company for Vipshop (China) Co., Ltd. (formerly known as Vipshop Information Computer Service Co. Ltd., the "WFOE"). The WFOE was incorporated on January 20, 2011 in the PRC as a wholly owned subsidiary of Vipshop HK with initial registered capital of RMB10 million (US$1.6 million). On the same day, the WFOE entered into series of agreements with Vipshop Information and each of its individual shareholders that are disclosed in the Note 2(b). The Reorganization has been accounted for as a recapitalization because there was no control or collaborative group established before or after the Reorganization, and the assets and liabilities were recorded at their historical costs. On June 24, 2014, the Company and Ovation Entertainment Limited ("Ovation") have each designated a PRC citizen, namely, Mr. Shen by the Company and Mr. Zhihui Yu by Ovation, to be the nominee shareholders and established Tianjin Pinjian E-Commerce Co., Ltd., (formerly known as Shanghai Pinjian E-Commerce Co., Ltd., "Lefeng Information") to carry out online retail services. Mr. Shen holds 75% of the equity interest in Lefeng Information, and Mr. Zhihui Yu holds the remaining 25%. On the same day, Lefeng (Shanghai) Information Technology Co., Limited entered into series of agreements with Lefeng Information and each of its individual shareholders that are disclosed in the Note 2(b). The Company, its subsidiaries, variable interest entities and subsidiaries of VIEs are collectively referred to as the Group. Accordingly, the Group's consolidated financial statements for the periods presented have been prepared by including the financial statements of the Company, its subsidiaries, the VIEs and VIEs' subsidiaries. As of December 31, 2015, the Company's significant consolidated subsidiaries, VIEs and VIEs' subsidiaries consist of the following: Name of subsidiaries Date of incorporation Place of incorporation Percentage of shareholdings Principal activities Vipshop International Holdings Limited ("Vipshop HK") October 22, 2010 Hong Kong 100% Investment holding Vipshop (China) Co., Ltd. (the "WFOE") January 20, 2011 China 100% Warehousing, logistics, procurement, research and development, consulting Vipshop (Kunshan) E-Commerce Co., Ltd. ("Vipshop Kunshan") August 2, 2011 China 100% Warehousing and logistics Vipshop (Jianyang) E-Commerce Co., Ltd. ("Vipshop Jianyang") February 22, 2012 China 100% Warehousing and logistics Vipshop (Tianjin) E-Commerce Co., Ltd. ("Vipshop Tianjin") July 31, 2012 China 100% Warehousing and logistics Guangzhou Pinwei Software Co., Ltd. ("Pinwei Software") December 6, 2012 China 100% Software development and information technology support Vipshop (Zhuhai) E-Commerce Co., Ltd. ("Vipshop Zhuhai") July 16, 2013 China 100% Warehousing and logistics Vipshop (Hubei) E-Commerce Co., Ltd. ("Vipshop Hubei") July 4, 2013 China 100% Warehousing and logistics Chongqing Vipshop E-Commerce Co., Ltd. ("Vipshop Chongqing") October 22, 2013 China 100% Warehousing and logistics Vipshop (Zhaoqing) E-Commerce Co., Ltd. ("Vipshop Zhaoqing") November 22, 2013 China 100% Warehousing and logistics Lefeng.com Limited ("Lefeng.com") December 30, 2013 Cayman 75% Investment holding Lefeng (Shanghai) Information Technology Co., Limited ("Lefeng Shanghai") August 30, 2013 China 75% Online retail Name of VIE and VIE's subsidiary Date of incorporation Place of incorporation Economic interest held Principal activities Guangzhou Vipshop Information Technology Co., Ltd.("Vipshop Information" or the "VIE") August 22, 2008 China VIE Online retail |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). (b) Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and VIEs' subsidiaries for which the Company is the primary beneficiary. All intercompany transactions, balances and unrealized profit and losses have been eliminated on consolidation. The Company evaluates the need to consolidate its VIEs and VIEs' subsidiaries in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. Details of certain key agreements entered into between the WFOE, the VIE and each of its individual shareholders on January 20, 2011 are as follows: Power of Attorney Agreements: Each equity holder of Vipshop Information irrevocably authorized the WFOE to exercise the rights related to their shareholdings, including attending shareholders' meetings and voting on their behalf on all matters, including but not limited to matters related to the transfer, pledge or disposition of their respective equity interests in Vipshop Information, and appointment of the executive directors and senior management of Vipshop Information. The WFOE has the right to appoint any individual or entity to exercise the power of attorney on its behalf. Each power of attorney will remain in effect until the shareholder ceases to hold any equity interest in Vipshop Information. Exclusive Business Cooperation Agreement: The WFOE entered into an agreement with Vipshop Information to provide Vipshop Information with technical, consulting and other services. In considerations of these services, Vipshop Information shall pay the WFOE fees equal to 100% of its net income, the rate of service fees may be adjusted upon mutual discussions between the two parties. The WFOE is the exclusive provider of these services for a term of 10 years. Equity Interest Pledge Agreements: Each equity holder of Vipshop Information pledged all their respective equity interests in Vipshop Information as security to ensure that Vipshop Information fully performs its obligations under the Exclusive Business Cooperation Agreement, and pays the consulting and service fees to the WFOE when the fees becomes due. Exclusive Option Agreements: Each equity holder of Vipshop Information granted the WFOE an irrevocable and exclusive right to purchase, or designate one or more persons to purchase, their equity interest in Vipshop Information at the WFOE's sole and absolute discretion to the extent permitted by the PRC laws. The purchase price is 10 Renminbi ("RMB") (US$1.54); if appraisal is required by laws of the PRC at the time when the WFOE exercises the option, the parties shall negotiate in good faith, to make necessary adjustments to the purchase price based on the appraisal result to comply with applicable laws of the PRC. On October 8, 2011, the WFOE entered into the following amended agreements with Vipshop Information and each of its individual shareholders to replace the respective original agreements entered into on January 20, 2011: Amended and Restated Exclusive Business Cooperation Agreement: The WFOE entered into this agreement with Vipshop Information to provide Vipshop Information with technical, consulting and other services. This agreement replaced the original Exclusive Business Cooperation Agreement dated January 20, 2011. There was no significant change of terms from the original agreement except that the service fee to be paid by Vipshop Information to the WFOE in consideration of the services to be provided by the WFOE, shall equal to 100% of the net income of Vipshop Information, provided that the WFOE, at its sole discretion, shall have the right to adjust the rate of the service through written notice. The term of this agreement is ten years from the execution date of October 8, 2011 and may be extended for a period to be determined by the WFOE. The WFOE may terminate this agreement at any time by giving 30 days prior written notice. Vipshop Information has no right to terminate this agreement unless the WFOE commits gross negligence or fraud. Amended and Restated Equity Interest Pledge Agreement: This agreement replaced the original Equity Interest Pledge Agreements entered into on January 20, 2011. There was no significant change of terms from the original agreement. The agreement will remain in effect until all of the obligations of Vipshop Information under the Amended and Restated Exclusive Business Cooperation Agreement have been duly performed or terminated. Amended and Restated Exclusive Option Agreement: This agreement replaced the original Exclusive Option Agreement entered into on January 20, 2011. There was no significant change of terms from the original agreement. The term of this agreement is ten years from the execution date of October 8, 2011, which may be extended for a period to be determined by the WFOE. Exclusive Purchase Framework Agreement: The WFOE and Vipshop Information entered into this agreement during the third quarter of fiscal 2011. Under this agreement, Vipshop Information agrees to purchase products or services exclusively from the WFOE or its subsidiaries. Vipshop Information and its subsidiaries must not purchase from any third party products or services which the WFOE is capable of providing. The term of this agreement is five years from September 1, 2011. If neither party objects in writing nor both parties remain cooperating at the expiration of the agreement, the parties will continue to be bound by this agreement until a new agreement is entered into. Vipshop Information must pay the WFOE for its products an amount, which includes a service fee, based on the unit price and the quantity of the products ordered by Vipshop Information. The WFOE may terminate this agreement at any time by giving 15 days' prior written notice. Vipshop Information has no right to terminate this agreement unless the WFOE commits gross negligence or fraud. As explained in Note 1, at the time of the Company's incorporation and through the date of the Reorganization as described below, the ownership interest of the Company was held by five individuals indirectly through their respective investment holding companies. In October 2012, the Company effected transfer of 10.4% of equity interest from one of the former shareholder of Vipshop Information to Mr. Shen, an existing shareholder of Vipshop Information, and amended the contractual arrangements the relevant entities had as explained above with Mr. Shen to reflect this transfer. As of December 31, 2012, shareholders of Vipshop Information include Mr. Shen, Mr. Arthur Xiaobo Hong, Mr. Bin Wu and Mr. Xing Peng, holding 52.0%, 26.0%, 11.6% and 10.4% of the total equity interests in Vipshop Information, respectively. In August 2015, the Company effected transfer of 22.0% of equity interest from two of the former shareholders of Vipshop Information to Mr. Shen and a concurrent capital increase of Vipshop Information from RMB24.5 million to RMB274.5 million as contributed by Mr. Eric Ya Shen, and further amended the contractual arrangements the relevant entities had as explained above with Mr. Shen and Mr. Arthur Xiaobo Hong to reflect this transfer. In December 2015, the Company effected a concurrent capital increase of Vipshop Information to RMB824.5 million as contributed by Mr. Eric Ya Shen, and further amended the contractual arrangements the relevant entities had as explained above with Mr. Shen and Mr. Arthur Xiaobo Hong to reflect this transfer. As of December 31, 2015, shareholders of Vipshop Information include Mr. Shen and Mr. Arthur Xiaobo Hong, holding 99.23% and 0.77% of the total equity interests in Vipshop Information, respectively. The Company participated significantly in the design of Vipshop Information. Based on the Equity Interest Pledge Agreements and the Amended and Restated Equity Pledge Agreements, the Exclusive Option Agreement and the Amended and Restated Exclusive Option Agreement, and the Power of Attorney Agreements dated January 20, 2011, which has been subsequently amended in December 2015, the Company has the ability to effectively control Vipshop Information through the WFOE. The Company is also able to receive a majority of the economic benefits of Vipshop Information, because of its ability to effectively determine the service fees payable by Vipshop Information to the WFOE under the Exclusive Business Cooperation Agreement and the Amended and Restated Exclusive Business Cooperation Agreement, and through the Exclusive Purchase Framework Agreement. Therefore, the Company has determined that it is the primary beneficiary of Vipshop Information and has consolidated its respective results for the periods presented. The Company also has another set of contractual arrangements among Lefeng Shanghai, Lefeng Information, and shareholders of Lefeng Information, under which Lefeng Shanghai is the primary beneficiary of Lefeng Information and the Company consolidates Lefeng Information through Lefeng Shanghai. The contractual arrangements thereunder are substantially similar to the set with Vipshop Information described above. Other than Vipshop Information and Lefeng Information, the Company has no interest in any other variable interest entities. Risks in relation to the VIE structure The Group believes that the VIE arrangements are in compliance with PRC law and are legally enforceable. The equity holders of the VIEs are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, there are certain risks related to the VIE arrangements, which include but are not limited to the following: · If the Group's ownership structure, are found to be in violation of any existing or future PRC laws or regulations, the relevant governmental authorities, including the China Securities Regulatory Commission, would have broad discretion in dealing with such violation, including levying fines, confiscating its income or the income of the WFOE, Vipshop Information, Lefeng Shanghai, or Lefeng Information, revoking the business licenses or operating licenses of the WFOE, Vipshop Information, Lefeng Shanghai, or Lefeng Information, shutting down the Group's servers or blocking the Group's websites, discontinuing or placing restrictions or onerous conditions on the Group's operations, requiring the Group to undergo a costly and disruptive restructuring, restricting or prohibiting the Group's use of various funding to finance its business and operations in China, and taking other regulatory or enforcement actions that could be harmful to the Group's business; · The Group relies on contractual arrangements with the VIEs and their equity holders for a majority all of its PRC operations, which may not be as effective as direct ownership in providing operational control; · The Group may have to incur significant cost to enforce, or may not be able to effectively enforce, the contractual arrangements with the VIEs and their equity holders in the event of a breach or non-compliance by the VIEs or their equity holders; and · Each of the shareholders of the VIEs is also a director of the Company or its subsidiaries, and has a duty of care and loyalty to the Company and its shareholders as a whole under Cayman Islands law. Under the contractual arrangements with the VIEs and their shareholders, (a) the Company may replace any such individual as a shareholder of the VIEs at the Company's discretion, and (b) each of these individuals has executed a power of attorney to appoint the WFOE or its designated third party to vote on their behalf and exercise shareholder rights of the VIE. However, the Company cannot assure that these individuals will act in the best interests of the Company should any conflicts of interest arise, or that any conflicts of interest will be resolved in the Company's favor. These individuals may breach or cause the VIE to breach the existing contractual arrangements. If the Company cannot resolve any conflicts of interest or disputes between the Company and any of these individuals, the Company would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to its operations. There is also substantial uncertainty as to the outcome of any such legal proceedings. · There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Particularly, in January 2015, the Ministry of Commerce published a discussion draft of the proposed Foreign Investment Law for public review and comments. Under the draft Foreign Investment Law, variable interest entities would also be deemed as foreign-invested enterprises, if they are ultimately "controlled" by foreign investors, and be subject to restrictions on foreign investments. The draft Foreign Investment Law, if enacted as proposed, may materially impact the entire legal framework regulating the foreign investments in China as well as the viability of the Group's current corporate structure, corporate governance and business operations in many aspects. The financial information of the Company's VIEs and VIEs' subsidiaries, including total assets, total liabilities, total equity, net revenues, total operating expenses, net income attributable to the Company and cashflows after intercompany eliminations are as follows: As of December 31, 2014 2015 RMB RMB Total assets Current Liabilities: Accounts payable ) ) Advance from customers ) ) Accrued expenses and other current liabilities ) ) Amounts due to related parties ) ) Deferred income ) ) Total current liabilities ) ) Deferred tax liability — ) Deferred income-non current — ) Total liabilities ) ) Year ended December 31, 2013 2014 2015 RMB RMB RMB Net revenues Total operating expenses ) ) ) Net (loss) income ) Year ended December 31, 2013 2014 2015 RMB RMB RMB Net cash provided by (used in) operating activities (note a) ) Net cash (used in) provided by investing activities ) ) Net cash provided by financing activities — Note a: Cash flows provided by (used in) operating activities in 2013, 2014 and 2015 include amounts due to the Group's subsidiaries of RMB1,790,104, RMB718,759 and RMB (1,649,956). There are no consolidated VIEs' assets that are collateral for the VIEs' obligations or are restricted solely to settle the VIEs' obligations. The Company has not provided any financial support that it was not previously contractually required to provide to the VIEs. (c) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from these estimates. The Group's management based their estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group's financial statements include inventory write-down, revenue recognition cut off adjustments, valuation allowance for deferred tax assets, valuation of goodwill and intangible assets acquired in the business acquisitions and acquisition of significant equity affiliates both on the acquisition dates and at the time of impairment assessments, and valuation of significant other investments impairment assessment. Changes in facts and circumstances may result in revised estimates. (d) Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with maturity of less than three months. Cash and cash equivalents are placed with financial institutions with high-credit ratings and quality. (e) Held-to-maturity securities The Group invests in debt securities which have fixed maturity dates, pay a fixed return on the amount invested and early redemption of these securities is not allowed. The Group classifies these investments as held-to-maturity as it has both the positive intent and ability to hold them until maturity. Held-to-maturity securities are recorded at amortized cost and are classified as short-term, since their contractual maturity dates are less than one year. (f) Inventories Inventory is stated at the lower of cost or market. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated market value for slow-moving merchandise and damaged goods. The amount of write down is also dependent upon factors such as whether the goods are returnable to vendors, inventory aging, historical and forecasted consumer demand, and promotional environment. The Group assesses the inventory write-down based on different product categories and applies a certain percentages based on aging. The Group classifies all goods into the following two categories: non-returnable goods and returnable goods. Non-returnable goods cannot be returned to suppliers and general inventory write-down of different percentages are applied to these goods within the different aging categories. These percentages were developed based on historical write-down on these different types of goods. In addition to general write-down, specific write-down will also be applied to non-returnable goods if assessed to be needed based on the factors mentioned above. Returnable goods will have no general write-down based on aging but specific write down will be made at the end of each reporting periods based on forecast sales, conditions of the goods and planned promotions. Write downs are recorded in cost of goods sold in the consolidated statements of income and comprehensive income. (g) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in operating income. Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred. Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets' estimated residual value: Classification Estimated useful life Building 20 years Furniture, fixtures and equipment 2 to 10 years Leasehold improvements Shorter of lease term or the estimated useful life of lease improvements Motor vehicles 5 years Software 3 years Direct and incremental costs related to the construction of assets, including costs under the construction contracts, duties and tariffs, equipment installation and shipping costs, are capitalized. Management estimates the residual value of its furniture, fixtures and equipment and motor vehicles to be 5%. (h) Capitalization of interest Interest and amortization of deferred financing costs incurred on funds used to construct the Group's warehouses during the active construction period are capitalized. Interest subject to capitalization primarily includes interest paid or payable on the Group's convertible senior notes due 2019 at interest of 1.5%. The capitalization of interest and amortization of deferred financing costs ceases once a project is substantially completed or development activity is suspended for more than a brief period. The amount to be capitalized is determined by applying the weighted average interest rate of the Group's outstanding borrowings to the average amount of accumulated capital expenditures for assets under construction during the year and is added to the cost of the underlying assets and amortized over their respective useful lives. Total interest expenses incurred amounted to nil, RMB84,281 and RMB94,077, of which nil, RMB9,033 and RMB8,315 were capitalized for the years ended December 31, 2013, 2014 and 2015, respectively. (i) Land use rights Land use rights represent amounts paid for the Group's lease for the use right of lands located in Zhaoqing City, Tianjin City and Jianyang City of People's Republic of China ("PRC"). Amounts are charged to earnings ratably over the term of the lease of 50 years. In light of the change in the Group's business strategy, the purpose of purchasing land use rights is to construct buildings or other real property on the land subject to the land use rights agreements. The Group has changed its presentation and includes payments for land use rights within investing activities from operating activities on its consolidated statement of cash flows from the year ended December 31, 2015. The payments for purchase of land use right of RMB127,156 for the year ended December 31, 2014 has also been reclassified from operating activities to investing activities for consistency. (j) Intangible assets, net Acquired intangible assets mainly consist of domain name, customer relationship, non-compete agreements and trademarks acquired from third parties and from business combination. Domain name and trademarks Domain name and trademarks purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic lives of approximately two to three years. Intangible assets arising from business combination Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible asset acquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the "contractual-legal" or "separability" criterion. Intangible assets with a definite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets are computed using the straight-line method over the intangible assets' economic lives. Estimated economic lives of the intangible assets are as follows: Classification Estimated economic life Customer relationship 4 - 5 years Trademarks 2 - 5 years Non-compete agreement 3 years Domain name 2 - 3 years (k) Investment in affiliates Affiliated companies are entities which the Group owes equity interest in common stock or in-substance common stock, over which the Group has significant influence, but which it does not control. The Group generally considers an ownership interest of 20% or higher to represent significant influence. Investments in affiliates are accounted for by the equity method of accounting. Under this method, the Group's share of the post-acquisition profits or losses of the affiliated companies is recognized in the statement of income and comprehensive income and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Group and its affiliated companies are eliminated to the extent of the Group's interest in the affiliated companies; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When the Group's share of losses in an affiliated company equals or exceeds its interest in the affiliated company, the Company does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the affiliated company. The Group is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in value of the investment that is other than temporary. The Group assess its equity investments for other-than-temporary impairment by considering all relevant and available information including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information such as financing needs, the Group's intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value, and the severity and duration of the impairment. The Group has recorded impairment losses in the periods reported. As of December 31, 2014 and 2015, the accumulated impairment loss of investments were nil and RMB58,510, respectively. The other-than-temporary impairment recorded in 2015 on the equity affiliate due to sustained depression of the affiliate's expected results of operations. (l) Other investments Other investments represent investments in equity security of private companies which the Group owes equity interest, over which the Group exerts no significant influence, or investments that are not common stock or in-substance common stock, are measured initially at cost. The Group reviews the investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable. Certain of the Group's investments are in development stage companies whose success depends on factors including the ability of the investee companies to raise additional funds in financial markets that can be volatile and other key business factors, any of which may impact the Company's ability to recover its investment. The Group recorded impairments in the amount of nil, RMB 6,166 and RMB 41,239 for the years ended December 31, 2013, 2014 and 2015, respectively. (m) Available for sale securities The Group invests in marketable equity securities and debt securities to meet business objectives. These marketable securities are reported at fair value, classified and accounted for as available-for-sale securities in investment securities. The assessment of a decline in the fair value of an individual security is based on whether the decline is other-than-temporary. The Group assesses its available-for-sale securities for other-than-temporary impairment by considering factors including, but not limited to, its ability and intent to hold the individual security, severity of the impairment, expected duration of the impairment and forecasted recovery of fair value. Investments classified as available-for-sale securities are reported at fair value with unrealized gains or losses, if any, recorded in accumulated other comprehensive income in shareholders' equity. If the Group determines a decline in fair value is other-than-temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss charged in the consolidated statement of income and comprehensive income. The fair values of the investments would not be adjusted for subsequent recoveries in fair values. The Group recorded no impairments of available-for-sale securities for the years ended December 31, 2013, 2014 and 2015. (n) Impairment of long-lived assets (other than goodwill) The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When these events occur, the Group assesses the recoverability of these long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the future undiscounted cash flow is less than the carrying amount of the assets, the Group recognizes an impairment equal to the difference between the carrying amount and fair value of these assets. The Group recorded no impairment for the years ended December 31, 2013, 2014 and 2015, respectively. (o) Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with Accounting Standards Codification ("ASC") 350-20, a company firstly has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two-step quantitative impairment test is mandatory. The Company may also elect to proceed directly to the two-step impairment test without considering qualitative factors. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit's goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of the reporting unit, assigning assets, liabilities and goodwill to each reporting unit, and determining the fair value of each reporting unit. The fair value of each reporting unit is determined by analysis of discounted cash flows. The significant assumptions regarding reporting unit's future operating performance are revenue growth rates, costs of goods and operating expenses growth rates, discount rates and terminal values. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. In 2014 and 2015, management has conducted step 1 of the quantitative impairment test to compare the carrying value of the reporting unit, including assigned goodwill, to its respective fair value. The fair value of the reporting unit was estimated by using the income approach. Based on the quantitative test, it was determined that the fair value of the reporting unit tested exceeded its carrying amount and, therefore, step two of the two-step goodwill impairment test was not required. The management concluded that goodwill was not impaired as of December 31, 2014 and 2015, respectively. (p) Business combinations and noncontrolling interests The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 "Business Combinations". The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Group to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. For the Group's majority-owned subsidiaries and subsidiaries of VIEs, a noncontrolling interest is recognized to reflect the portion of their equity which is not attributable, directly or indirectly, to the Group. Consolidated net income on the consolidated statements of income and comprehensive income includes the net income (loss) attributable to noncontrolling interests. The cumulative results of operations attributable to noncontrolling interests, are recorded as noncontrolling interests in the Group's consolidated balance sheets. (q) Debt issuance costs and debt discounts Debt issuance costs and debt discou |
Significant acquisition and equ
Significant acquisition and equity transactions | 12 Months Ended |
Dec. 31, 2015 | |
Significant acquisition and equity transactions | |
Significant acquisition and equity transactions | 3. Significant acquisition and equity transactions (a) Acquisition of Lefeng.com On February 14, 2014, the Group acquired a 75% equity interest of Lefeng.com from Ovation. Lefeng.com owns and operates the online retail business conducted through lefeng.com, an online retail website specialized in selling cosmetics and fashion products in China. The total consideration paid by the Group for the acquisition was approximately US$112,500 (approximately RMB687,233) in cash. The acquisition cost amounted to RMB 3,100 was recorded in general and administrative expenses when it incurred. The main purpose of the acquisition is to enlarge the Group's share of the cosmetics market, and in the meantime to attract more customers by expanding categories. The acquisition had been accounted for as a business combination and the results of operations of Lefeng.com from the acquisition date have been included in the Group's consolidated financial statements. The Group made estimates and judgments in determining the fair value of acquired assets and liabilities, based on an independent valuation report and management's experiences with similar assets and liabilities. The following table summarizes the estimated fair values for major classes of assets acquired and liabilities assumed at the date of acquisition: RMB Weighted average amortization period at the acquisition date (in years) Working capital, net ) Liabilities assumed ) Net tangible assets acquired Intangible assets Including: Customer Relationships 5 Trademarks 5 Non-compete agreement 3 Goodwill Deferred tax liabilities ) Noncontrolling interest ) Total consideration Goodwill primarily represents the expected synergies from combining with the operations of the Group. The excess of purchase price over net tangible assets and identifiable intangible assets acquired were recorded as goodwill. Goodwill is not expected to be deductible for tax purposes. The amounts of revenue and net losses of Lefeng.com (which excluded the amortization of intangible assets identified during the acquisition) from the acquisition date to December 31, 2014 included in the Company's consolidated statement of income and comprehensive income are RMB 732,950 and RMB 200,759 respectively. The pro forma revenues and earnings of the combined entity, as though the acquisition date of Lefeng.com occurred as of the beginning of 2014, have not been disclosed because it is impracticable for the Company to do so. (b) Acquisitions in 2015 The Group completed several acquisitions during 2015 by acquiring over 50% of the net assets of the following companies in cash. These acquisitions have been accounted for using the acquisition method for business combinations. These acquisitions are not material individually or in aggregate to the Group's consolidated financial statements. The acquisition cost was recorded in general and administrative expenses when it incurred and it was not material in aggregate. The Group made series of investments into Zhengzhou Andaxin Transportation Co., Ltd. ("Zhengzhou Andaxin") which is a PRC registered company that provides logistic services in 2015, and held 90% equity interest of Zhengzhou Andaxin as of December 31, 2015 with total consideration of RMB25,251. The financial results of Zhengzhou Andaxin are immaterial to the Group's net assets and results of operations. The acquisition was accounted for as a purchase and the results of Zhengzhou Andaxin are included in the Group's consolidated results from the acquisition date. The Group recorded RMB17,807 in goodwill related to the acquisition. No additional intangible asset was identified during this acquisition. The Group made series of investments with total consideration of RMB6,058 into Beijing Explink Information Technology Co., Ltd. ("Explink") which is a PRC registered company that provides information system and software products during 2014 and 2015, and held 68.93% equity interest of Explink as of December 31, 2015. The fair value of 37.5% equity interests in Explink previously held by the Group in 2014 was remeasured to RMB2,813, resulted in a gain from step acquisition of RMB2,315 on the acquisition date. The financial results of Explink are immaterial to the Group's net assets and results of operations. The acquisition was accounted for as a purchase and the results of Explink are included in the Group's consolidated results from the acquisition date. The Group recorded RMB11,057 in goodwill and RMB3,108 in intangible assets related to the acquisition, consisting of RMB3,108 of developed technologies with estimated weighted average useful lives of 5 years. During the year ended December 31, 2015, the Group acquired equity interests of certain logistic companies and an other service entity with voting right over than 50%. The acquisitions are not individually and in aggregate significant to the Group's net assets and results of operations. These acquisitions have an aggregate purchase price of RMB47,516. The acquisitions were accounted for under purchase accounting and the results of these logistic companies are included in the Group's consolidated results from the acquisition dates. The Group recorded RMB19,917 in goodwill related to the acquisitions of these logistic companies. No additional intangible asset was identified during these acquisitions. Based on the assessment of the acquired companies' financial performance made by the Group, acquired companies including its subsidiary during 2015 are not considered material to the consolidated results of operations both individually and in aggregate. Thus pro forma results of operations for these acquisitions in 2015 as well as the results of operations since the date of acquisitions to the period end have not been presented. None of the goodwill recognized during the acquisitions is expected to be deductible for income tax purposes. (c) Investment in affiliates On February 21, 2014, the Group acquired a 23% equity interest in Ovation for a total consideration of approximately US$55,777 (approximately RMB 339,303) pursuant to a share purchase and subscription agreement with Ovation and certain of its existing shareholders. The Group has significant influence on Ovation and thus applied the equity method of accounting (refer to note 10 for details). |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable. | |
Accounts Receivable | 4. Accounts Receivable As of December 31, 2014 2015 RMB RMB Components of accounts receivable are as follows: Delivery service providers(a) Other trade receivables(b) — Other Total The accounts receivable for more than 10% are as follows: As of December 31, 2014 2015 Delivery service provider A % — Note a: For certain sales transactions, delivery service providers will collect payments from the Group's customers upon delivery of goods, and remit such payments back to the Group on a periodic basis. Note b: The Group provides consumer financing to certain customers as part of the Group's internet financing activities conducted since 2015. |
Other Receivables and Prepaymen
Other Receivables and Prepayments | 12 Months Ended |
Dec. 31, 2015 | |
Other Receivables and Prepayments | |
Other Receivables and Prepayments | 5. Other Receivables and Prepayments As of December 31, 2014 2015 RMB RMB Components of other receivables and prepayments are as follows: Deposits (Note a) Cash advanced to staff VAT receivable Interest receivable Advances to suppliers related to financing activities (Note b) Advances to suppliers related to procurement activities Prepaid expense Receivables on behalf of staffs for options exercised and non-vested shares vested — Others Less: allowance for doubtful debts (note c) ) ) Total Note a Deposits consist of amounts paid to vendors for advertising and rentals. Note b The Group provides financing to some of its suppliers by advancing them cash, and held portions of accounts payables the Group owes to them as pledges or procurements are expected to be made by the Group from the suppliers in the near term. Note c The Group considers many factors in assessing the collectability of its receivable, such as, the age of the amounts due, the debtor's payment history, credit-worthiness, and financial conditions of the debtor and industry trends. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes specific allowance if there is strong evidence indicating that the receivable is likely to be unrecoverable. Receivable balances are written off after all collection efforts have been exhausted. Note d The balance of account receivable, other receivables and prepayments has been regrouped by the Company in 2015 and the balance as of December 31, 2014 has also been reclassified for consistency. The movement of allowance for doubtful debts during the years are as follow: Year ended December 31, 2014 2015 RMB RMB Allowance for doubtful debts: Balance at beginning of the year — ) Allowance during the year ) ) Write-offs during the year — Balance at end of the year ) ) |
Held-to-Maturity Securities
Held-to-Maturity Securities | 12 Months Ended |
Dec. 31, 2015 | |
Held-to-Maturity Securities | |
Held-to-Maturity Securities | 6. Held-to-Maturity Securities As of December 31, 2014 and 2015, the Group's held-to-maturity securities consist of debt securities carried at amortized cost of RMB3,768,338 and RMB1,807,403 respectively, which approximate the aggregate fair value. All of these securities mature within one year and are classified as current asset. The amount of unrealized holding gain as of December 31, 2014 and 2015 was RMB50,838 and RMB17,403 respectively. The held-to-maturity securities all consist of wealth management products purchased from third-party financial institutions with high credit ratings in China. These debt securities have fixed maturity dates and pay a target return on the amount invested. In addition, the principals of these securities are fully guaranteed and early redemption is not allowed. There has been no impairment recognized and no sales of any held-to-maturity securities before maturities during the periods presented. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment, Net | |
Property and Equipment, Net | 7. Property and Equipment, Net As of December 31, 2014 2015 RMB RMB Cost: Building — Furniture, fixtures and equipment Leasehold improvements Motor vehicles and software Construction in process Sub-total Less: accumulated depreciation ) ) Property and equipment, net Year ended December 31, 2013 2014 2015 RMB RMB RMB Depreciation expenses were charged to: Fulfillment expenses Marketing expenses Technology and content expenses General and administrative expenses Total |
Land Use Rights, Net
Land Use Rights, Net | 12 Months Ended |
Dec. 31, 2015 | |
Land Use Rights, Net | |
Land Use Rights, Net | 8. Land Use Rights, Net As of December 31, 2014 2015 RMB RMB Cost: Land in Zhaoqing City Land in Tianjing City — Land in Jianyang City — Sub-total Less: accumulated amortization Land use rights, net The expiry dates of the land use rights are from October 2064 to August 2065. Expenses charged were nil, RMB 689 and RMB 2,785 for the years ended December 31, 2013, 2014 and 2015, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, Net | |
Intangible Assets, Net | 9. Intangible Assets, Net As of December 31, 2014 As of December 31, 2015 Cost Accumulated amortization Impairment (note) Net amount Cost Accumulated amortization Impairment (note) Net amount RMB RMB Domain names ) — ) — Customer Relationships ) — ) — Trademarks ) — ) — Non-compete agreement ) — ) — Others ) ) — ) ) Total ) ) ) ) Note: The Group evaluates the fair value of the intangible assets with determinable useful lives upon events or changes in circumstances indicate that these assets' carrying amounts may not be recoverable, and assessed the recoverability by comparing the carrying amount of the intangible assets with their estimated fair value. The fair value was derived from the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. It was assessed that the fair value was less than the carrying amount of the intangible assets, so the Company recognized the impairment during fiscal year 2014. Amortization expenses for intangible assets were RMB1,389, RMB 250,221 and RMB 289,644 for the years ended December 31, 2013, 2014 and 2015, respectively. The Group expects to record amortization expenses of RMB310,680, RMB307,567 and RMB126,122 for the years ending December 31, 2016, 2017 and 2018, respectively. |
Investment in Affiliates
Investment in Affiliates | 12 Months Ended |
Dec. 31, 2015 | |
Investment in Affiliates | |
Investment in Affiliates | 10. Investment in Affiliates Investments in affiliates as of December 31, 2014 and 2015 were as follows: As of December 31, 2014 2015 RMB RMB Equity-method investments: Ovation(i) Explink (Note 3 (b)) — Feiyuan(ii) — Others(iii) Total Details of the significant investments are as follows: (i) On February 21, 2014, the Group acquired a 23% equity interest in Ovation, which is a Cayman company that engages in research and development, and distribution of beauty products and production and publication of TV programme, for a total consideration of approximately US$55,777 (approximately RMB 339,303) pursuant to a share purchase and subscription agreement with Ovation and certain of its existing shareholders. (ii) In March 2015, the Group purchased 42.61% equity interest of Feiyuan Logistic Company ("Feiyuan") which is a PRC registered company that provides delivery service for purchase price of RMB 95,409. (iii) Other investments in affiliates comprise of a number of investments in private companies which the Group owns 20% voting right or higher and have significant influence, these investments include certain PRC registered companies that provides logistic services. During the years ended December 31, 2013, 2014 and 2015, the Group recognized its share of loss of affiliates in the amount of nil, RMB62,716 and RMB84,063 respectively. The total impairment losses on equity method investments were nil, nil and RMB58,510 during the years ended December 31, 2013, 2014 and 2015, respectively. The amount of impairment in 2015 relate to Ovation and is recorded as impairment loss of investments in the consolidated statements of income and comprehensive income. |
Other Investments
Other Investments | 12 Months Ended |
Dec. 31, 2015 | |
Other Investments. | |
Other Investments | 11. Other Investments As of December 31, 2014 2015 RMB RMB Cost-method investments: WangZhi Technology Limited. Qima Holdings Limited. — BabySpace Corporation — Hifashion Group Inc. Others (note) Total investment costs: Less: Impairment ) ) Total Note: Other investments comprise of a number of investments in private companies which the Group owes equity interest, over which the Group exerts no significant influence, or investments that are not common stock or in-substance common stock, including certain E-commence companies and PRC registered companies that provide technology services. The total impairment losses on cost method investments were nil, RMB6,166 and RMB41,239 during the years ended December 31, 2013, 2014 and 2015, respectively. |
Available-for-Sale Securities I
Available-for-Sale Securities Investments, Non-Current | 12 Months Ended |
Dec. 31, 2015 | |
Available-for-Sale Securities Investments, Non-Current | |
Available-for-Sale Securities Investments, Non-Current | 12. Available-for-Sale Securities Investments, Non-Current: The carrying amount and fair value of the Group's available-for-sale securities investments were nil and RMB269,736 as follows as of December 31, 2014 and 2015. As of December 31, 2015 Original cost Gross unrealized gains Gross unrealized losses Provision for decline in value Fair value RMB RMB RMB RMB RMB SRP Groupe — — Ensogo Limited — ) — Shanghai Andatong Information Security Technology Co., Ltd. — — — Ahalife Holdings Inc. (note a) — ) Total ) ) The Group reviews its available-for-sale investments regularly to determine if an investment is other-than-temporarily impaired due to changes in quoted market price or other impairment indicators such as market condition for the investees' industry and products and services. The Group recorded no impairments for the years ended December 31, 2013, 2014 and 2015, respectively. Note a: The Group acquired 1.5% equity interest in Ahalife Holdings Inc. ("Ahalife") in March 2014. The Group exerts no significant influence in Ahalife and recorded the investment initially at cost. In July 27, 2015, Ahalife is listed on the Australia Securities Exchange and quoted prices of the investment in active market became available, the Group reclassified its investment in Ahalife to available-for-sale securities investment in 2015 accordingly. |
Other Long-Term Assets
Other Long-Term Assets | 12 Months Ended |
Dec. 31, 2015 | |
Other Long-Term Assets | |
Other Long-Term Assets | 13. Other Long-Term Assets As of December 31, 2014 2015 RMB RMB Deposit for land use rights (Note a) — Prepayment for investments (Note b) Others — Total Note a: The Company signed contracts with local government to purchase land use rights located in Ezhou City, Jianyang City, Zhaoqing City and Guangzhou City of PRC. According to the agreements, the Company needs to pay certain amount of deposits before the completion of purchase process. As of December 31, 2015, the purchase process was not completed. Note b: The Company signed contracts to acquire certain investments from the investees' existing shareholders. According to the agreements, the Company needs to prepay deposits before the completion of the legal closing process of the acquisitions. The acquisition process for these investments was not completed by the year ended until January 2016. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill | |
Goodwill | 14. Goodwill The movements in carrying amount of goodwill are as follows: Goodwill RMB Balance as of January 1, 2014 — Addition for acquisition—Lefeng.com Balance as of December 31, 2014 Addition for acquisition—Zhengzhou Andaxin Addition for acquisition—Explink Addition for acquisition—Other investments Balance as of December 31, 2015 As stated in Note 3(a) and (b), the Group has acquired certain businesses during 2014 and 2015. The excess of purchase price over net tangible assets and identifiable intangible assets acquired were recorded as goodwill accordingly. The Group performed the annual impairment analysis as of the balance sheet date. There has been no impairment recognized in goodwill during the periods presented. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 15. Accrued Expenses and Other Current Liabilities As of December 31, 2014 2015 RMB RMB Accrued advertising expense Accrued shipping and handling expenses Accrued payroll Social benefit provision Deposits from delivery service providers Other tax payable Income tax payable VAT tax payable Accrued rental expenses Accrued administrative expenses Amounts received on behalf of third-party merchants (Note a) Payables for repurchase of ordinary shares (note 21) — Interest payable Others Total Note a: Amounts relate to the cash collected on behalf of third-party merchants which the Company provides platform access for sales of their products. |
Employee Retirement Benefit
Employee Retirement Benefit | 12 Months Ended |
Dec. 31, 2015 | |
Employee Retirement Benefit | |
Employee Retirement Benefit | 16. Employee Retirement Benefit Full time employees in the PRC participate in a government-mandated defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Group to make contributions based on certain percentages of the employees' basic salaries. Other than the contribution, there is no further obligation under these plans. The total contributions and accruals made for such employee benefits was RMB69,798, RMB196,778 and RMB337,762 for the years ended December 31, 2013, 2014 and 2015, respectively. |
Short term loans
Short term loans | 12 Months Ended |
Dec. 31, 2015 | |
Short term loans | |
Short term loans | 17. Short term loans On December 31, 2015, a subsidiary of the Group entered into a short-term loan arrangement with a domestic bank in the PRC to finance its working capital. The outstanding amount as of December 31, 2015 was RMB95,000 with an interest rate of 4.35% per annum and a maturity term of three months. The loan is guaranteed by a pledge of the Group's held-to-maturity securities amounted to RMB 100,000. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Senior Notes | |
Convertible Senior Notes | 18. Convertible Senior Notes On March 17, 2014, the Company issued US$632,500 (approximate RMB4,097,209) in aggregate principal amount of 1.5% Convertible Senior Notes due 2019 (the "Notes"). The Notes can be converted into the Company's ADSs, each representing 1 / 5 Class A ordinary share of the Company, par value 0.001 per share (the "ordinary shares"), at the option of the holders, based on an initial conversion rate of 49.693 of the Company's ADSs (4.9693 ADSs before the ADS ratio change effective November 3, 2014) per 1,000 principal amount of Notes (US$20.124 per ADS, or $201.24 per ADSs before the ADS ratio change). Holders of the Notes will have the right to require the Company to repurchase for cash all or part of their Notes on March 15, 2017 or upon the occurrence of certain fundamental changes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. The Notes bear interest at a rate of 1.5% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2014. The Notes will mature on March 15, 2019, unless previously repurchased or converted in accordance with their terms prior to such date. The net proceeds from the Notes offering were US$617,191 (approximate RMB3,998,040), after deducting discounts to the initial purchaser of US$14,231(approximate RMB92,186) and debt issuance costs of US$1,078 (approximate RMB6,983). Debt issuance costs and debt discounts are recorded as a direct deduction from the face amount of Convertible Senior Notes, and amortized as interest expenses, using the effective interest method, from issuance date to the first put date of the Notes (March 15, 2017). The Company recorded the Notes as a liability in their entirety, and the conversion feature or any other feature does not need to be bifurcated and accounted for separately. As of December 31, 2015, none of the Notes had been converted yet. |
Distribution of Profit
Distribution of Profit | 12 Months Ended |
Dec. 31, 2015 | |
Distribution of Profit | |
Distribution of Profit | 19. Distribution of Profit Pursuant to laws applicable to entities incorporated in the PRC, the PRC subsidiaries are prohibited from distributing their statutory capital and are required to appropriate from PRC GAAP profit after tax to other non-distributable reserve funds after offsetting accumulated losses from prior years, until the cumulative amount of such reserve fund reaches 50% of their registered capital. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires annual appropriation at 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end); the appropriation to the other fund are at the discretion of the subsidiaries. The general reserve is used to offset future extraordinary losses. A subsidiary may, upon a resolution passed by the shareholders, convert the general reserve into capital. The staff welfare and bonus reserve is used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary's operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings determined in accordance with Chinese law, and are not distributable as cash dividends to the Group. Relevant PRC statutory laws and regulations permit payment of dividends by the Company's PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The Company's PRC subsidiaries transferred RMB55,190, RMB135,797 and RMB234,425 to general reserve during the years ended December 31, 2013, 2014 and 2015, respectively. The balance of restricted net assets was RMB 1,157,529 and RMB 1,957,529 of which RMB 29,500 and RMB 829,500 was attributed to the net assets of the VIEs and VIEs' subsidiaries, and RMB 1,128,029 and RMB 1,128,029 was attributed to the paid in capital of the WFOE, as of December 31, 2014 and 2015, respectively. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2015 | |
Capital Structure | |
Capital Structure | 20. Capital Structure Follow-on offering In March 2013, the Group completed its follow-on public offering. The Company issued 8,000,000 ordinary shares. The gross proceeds received were US$91,920 (approximate RMB571,320) and the related issuance costs were US$1,572 (approximate RMB9,769). Issuance of convertible senior notes On March 17, 2014, the Company completed a public offering of 1,140,000 ADSs by certain of the Company's selling shareholders, representing 2,280,000 ordinary shares, at a public offering price of US143.74 per ADS, and US$550,000 (approximate RMB 3,562,790) aggregate principal amount of the Company's 1.50% convertible senior notes due 2019. Concurrently, the underwriters exercised in full the option to purchase an aggregate of 171,000 additional ADSs from certain selling shareholders at the public offering price of the offering and up to an additional US$82,500 (approximate RMB534,419) aggregate principal amount of the Company's 1.50% convertible senior notes due 2019. Dual-class share structure On September 15, 2014, the Company's shareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which the Company's authorized share capital was reclassified and re-designated into Class A ordinary shares and Class B ordinary shares, with each Class A ordinary share being entitled to one vote and each Class B ordinary share being entitled to ten votes on all matters that are subject to shareholder vote. Both Class A ordinary shares and Class B ordinary shares are entitled to the same dividend right. The holders of the Group's ordinary shares are entitled to such dividends as may be declared by the board of directors subject to the Companies Law. The computation of net earnings per Class A ordinary shares and Class B ordinary shares have been adjusted retroactively for all periods presented to reflect this change. As of December 31, 2014 and 2015, all Class B ordinary shares were held by the Chairman of the Company. ADS Ratio Change Effective November 3, 2014, the Company changed its ADS to Class A ordinary share ratio from one ADS representing two Class A ordinary shares to five ADSs representing one Class A ordinary share. The computation of net earnings per ADS have been adjusted retroactively for all periods presented to reflect this change. Exercise of stock options During the years ended December 31, 2013, 2014 and 2015, 1,905,026, 1,883,977 and 956,587 Class A ordinary shares were issued respectively as a result of exercises of share options by employees and a consultant. Vesting of shares awards During the years ended December 31, 2013, 2014 and 2015, 476,065, 988,723 and 1,100,618 Class A ordinary shares were issued respectively as a result of vesting of shares awards granted to employees and consultants. |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2015 | |
Treasury Stock | |
Treasury Stock | 21. Treasury Stock On November 17, 2015, the Company's board of directors approved a share repurchase program whereby the Company may purchase its own ADSs with an aggregate value of up to US$300 million over the following 24-month period, ending on November 16, 2017. As of December 31, 2015, the Company has repurchased 1,614,135 shares from the market in the consideration of approximately RMB 844,711 in aggregate. As of December 31, 2015, part of the considerations for the repurchase of shares in the amount RMB 194,514 has not yet been settled and was paid in January 2016. |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2015 | |
Other Income | |
Other Income | 22. Other Income Other income consists of government grants and miscellaneous. Government grants represent rewards provided by the relevant PRC municipal government authorities to the Group for business achievements made by the Group, tax refunds, or subsidies for asset related investments made by the Group. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. A government grant will only be recognized as other income when it is probable that any future economic benefit associated with an item will flow to the Group, and the grant has been received because the amount of such government grants are determined solely at the discretion of the relevant government authorities and there is no assurance that the Group will continue to receive these government grants in the future. Grants related to depreciable assets are recognized in profit or loss over the periods in which depreciation expense on those assets is recognized, corresponding to the useful lives of the assets. Other income is comprised of: Year ended December 31, 2013 2014 2015 RMB RMB RMB Government grants Claims for goods insurance Others Total other income |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | 23. Income Taxes Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong The provision for current income taxes of the subsidiaries operating in Hong Kong has been calculated by applying the current rate of taxation of 16.5% for the years ended December 31, 2013, 2014 and 2015, if applicable. People's Republic of China Under the Law of the People's Republic of China on Enterprise Income Tax ("EIT Law"), domestically owned enterprises and foreign invested enterprises (the "FIEs") are subject to a uniform tax rate of 25%. While the EIT Law equalizes the tax rates for FIEs and domestically-owned enterprises, preferential tax treatment may continue to be given to companies in certain encouraged sectors and to entities classified as high-technology companies, regardless of whether these are domestically-owned enterprises or FIEs. The Group's subsidiaries and the variable interest entity in the PRC are all subject to the tax rate of 25% for the periods presented, except for Vipshop Jianyang, Vipshop Chongqing and Pinwei Software that enjoyed the following preferential tax treatment: Vipshop Jianyang and Vipshop Chongqing each was classified as a domestically-owned enterprise in the western region that is in an industry sector encouraged by the PRC government. Vipshop Jianyang and Vishop Chongqing have obtained final approval from the local tax bureau to enjoy a preferential tax rate of 15% for the period from February 22, 2012 to December 31, 2020 and from September 16, 2014 to December 31, 2020, respectively. The term "domestically-owned enterprises in an industry sector encouraged by the PRC government" as used herein refers to any enterprise that its primary business falls into the scopes of the encouraged industries stipulated in the existing related policies, including Industrial Restructuring Guidance Catalogue (2011), Industrial Restructuring Guidance Catalogue (2005), Catalogue for the Guidance of Foreign Investment Industries (Revised in 2007), and Catalogues of Foreign-invested Advantage Industries in Central-Western Areas (2008 Revision), and the annual primary business revenue of which accounts for more than 70% of the total enterprise revenue. Pinwei Software was classified as a high and new technology enterprise in 2015. Pinwei Software has obtained final approval from the local tax bureau to enjoy a preferential tax rate of 15% for the period from January 1, 2015 to December 31, 2016. The Group evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2014 and 2015, the Group had no unrecognized tax benefits. The Group does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Group will classify interest and penalties related to income tax matters, if any, in income tax expense. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100 (US$15) is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. Income tax expense is comprised of: Year ended December 31, 2013 2014 2015 RMB RMB RMB Current tax (note) Deferred tax ) ) ) Total tax expenses Note: All current tax was related to income tax in PRC and Hong Kong. Under the EIT Law, enterprises are classified as either resident or non-resident. A resident enterprise refers to one that is incorporated under the PRC law or under the law of a jurisdiction outside the PRC with its "de facto management organization" located within the PRC. Non-residential enterprise refers to one that is incorporated under the law of a jurisdiction outside the PRC with its "de facto management organization" located also outside the PRC, but which has either set up institutions or establishments in the PRC or has income originating from the PRC without setting up any institution or establishments in the PRC. On December 6, 2007, the State Council of the PRC issued New Enterprise Income Tax Implementation Regulations on the New Taxation Law ("New EIT Implementation Regulations"). Under the New EIT Implementation Regulations, "de facto management organization" is defined as the organization of an enterprise through which substantial and comprehensive management and control over the business, operations, personnel, accounting and properties of the enterprise are exercised. Under the New Tax Law and the New EIT Implementation Regulations, a resident enterprise's global net income will be subject to a 25% enterprise income tax rate. Uncertainties exist with respect to how the New Tax Law and New EIT Implementation Regulations apply to the Group's overall operations, and more specifically, with regard to tax residency status. On April 22, 2009, the State Administration of Taxation, or the SAT, issued SAT Circular 82, which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled enterprise that is incorporated offshore is located in China. In addition, the SAT issued a bulletin on July 27, 2011 providing more guidance on the implementation of Circular 82 and clarifies matters such as resident status determination. Due to the present uncertainties resulting from the limited PRC tax guidance on this issue, it is unclear that the legal entities organized outside of PRC should be treated as residents for New Tax Law purposes. Nevertheless, even if one or more of its legal entities organized outside of the PRC were characterized as PRC tax residents, both of them are still in accumulated loss position and no significant impact would be expected on the net current tax payable balance and the net deferred tax balance. If the entity were to be non-resident for PRC tax purpose, dividends paid to it out of profits earned after January 1, 2008 would be subject to a withholding tax. In the case of dividends paid by PRC subsidiaries the withholding tax would be 10% and in the case of a subsidiary 25% or more directly owned by residents which meet the criteria of beneficial owner in the Hong Kong SAR, the withholding tax would be 5%. Aggregate undistributed earnings of the Group's subsidiaries and the VIE in the PRC that are available for distribution to the Group of approximately RMB1,839.9 million and RMB 4,148.1 million as of December 31, 2014 and 2015 respectively are considered to be indefinitely reinvested under ASC No.740-30, Accounting for Income Taxes—Special Areas, and accordingly, no provision has been made for the Chinese dividend withholding taxes that would be payable upon the distribution of those amounts to the Group. If those earnings were to be distributed or they were determined to be no longer permanently reinvested, the Group would have to record a deferred income tax liability in respect of those undistributed earnings of approximately RMB92.0 million and RMB 207.4 million as of December 31, 2014 and 2015 respectively. A reconciliation of the income tax expense to income before income tax and share of loss of affiliates computed by applying the PRC statutory income tax rate of 25% per the consolidated statements of income and comprehensive income is as follows: Year ended December 31, 2013 2014 2015 RMB RMB RMB Income before income tax and share of loss of affiliates Computed income tax expense at PRC EIT tax rate Effect of non-deductible expenses, including: —Share-based compensation expenses —Other non-deductible expenses Effect of different tax rates of a subsidiary operating in other jurisdiction ) Effect of tax holidays on concessionary rates granted to PRC subsidiaries ) ) ) Effect of non-taxable income — ) ) Change in valuation allowance ) ) Others — ) Actual income tax expenses The aggregate amount and per share effect of the tax holidays and tax concessions are as follows: Year ended December 31, 2013 2014 2015 RMB RMB RMB The aggregate effect Per share effect: Class A and Class B ordinary share: —basic —diluted The principal components of deferred tax assets are as follows: As of December 31, 2014 2015 RMB RMB Deferred tax assets: Net operating loss carry forwards Allowance for doubtful debts Allowance for intangible assets and other investments Inventory write-down Payroll payable and other accruals Deferred revenue Advertising expenses Others Less: valuation allowance ) ) Total deferred tax assets-current Deferred tax liability: Intangible assets Total deferred tax liability-non-current Note: Foreign exchange represents the differences of exchange rate on balance sheet date used to translate the deferred tax assets balances and the weighted average rate used to translate the valuation allowance recognized during the period. The amount of tax loss carried forward was RMB273,041 and RMB238,606 of December 31, 2014 and 2015, respectively, for the Group's certain subsidiaries and the variable interest entities in the PRC. The Group has provided a valuation allowance for the deferred tax assets relating to the future benefit of net operating loss carry forwards and other deferred tax assets of certain subsidiaries as of December 31, 2014 and 2015, respectively, as management is not able to conclude that the future realization of some of those net operating loss carry forwards and other deferred tax assets are more likely than not. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share | |
Earnings Per Share | 24. Earnings Per Share As of December 31, 2013, 2014 and 2015, there is nil employee stock options or non-vested ordinary shares which could potentially dilute basic net earnings per share in the future, but which were excluded from the computation of diluted net earnings per share in the periods presented, as their effects would have been anti-dilutive. The effect of the convertible senior notes has been excluded from the computation of diluted earnings per share for the years ended December 31, 2014 and 2015 as the effect would be anti-dilutive. Basic net earnings per share is based on the weighted average number of ordinary shares outstanding during each period. Diluted net earnings per share is based on the weighted average number of ordinary shares outstanding and incremental weighted average number of ordinary shares from assumed vesting of non-vested shares and exercise of share options, and conversion of the convertible senior notes during each period. As economic rights and obligations are applied equally to both Class A and Class B ordinary shares, earnings are allocated between the two classes of ordinary shares evenly with the same allocation on a per share basis. Basic earnings per share and diluted earnings per share have been calculated for the years ended December 31, 2013, 2014 and 2015 as follows: Year ended December 31, 2013 2014 2015 Class A and Class B Class A and Class B Class A and Class B RMB RMB RMB Basic earnings per share attributable to Vipshop Holdings Limited's ordinary shareholders: Numerator: Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share Denominator: Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share Basic earnings per Class A and Class B ordinary shares Diluted earnings per share for the years ended December 31, 2013, 2014 and 2015 are calculated as follows: Year ended December 31, 2013 2014 2015 Class A and Class B Class A and Class B Class A and Class B RMB RMB RMB Diluted earnings per share: Numerator: Net earnings attributable to Class A and Class B ordinary shareholders for computing diluted earnings per Class A and Class B ordinary share Denominator: Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share Dilutive employee share options and non-vested ordinary shares Weighted average number of Class A and Class B ordinary shares outstanding for computing diluted earnings per Class A and Class B ordinary share Diluted earnings per Class A and Class B ordinary shares The Company granted a number of share options and non-vested ordinary shares to certain executive officers and employees during 2013, 2014 and 2015 (refer to Note 27 (a) & (b)), these non-vested shares are not included in the computation of basic earnings per share. Such shares are considered contingently returnable shares because in the event a non-vested shareholder's employment for the Company is terminated for any reason prior to the fourth anniversary of the grant date, the outstanding non-vested shares shall be forfeited and automatically transferred to and reacquired by the Company at nil consideration. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and contingencies | |
Commitments and contingencies | 25. Commitments and contingencies Operating Leases Agreements The Group leases office space and certain equipment under non-cancellable operating lease agreements that expire at various dates through December 2020. Those lease agreements provide for periodic rental increases based on both contractual incremental rates and inflation rates adjustments over the leased periods. Some of these lease agreements include terms of renewal ranging from one to ten years upon expiry of their respective original lease terms, without purchase options or escalation clause. If these lease agreements are not renewed, the Company is obligated to remove the facilities constructed under certain of its warehouse space lease contracts, although the Company expects such related removal costs to be not significant. During the three years ended December 31, 2013, 2014 and 2015, the Company incurred rental expenses amounting to RMB84,044, RMB163,332 and RMB 191,253, respectively. As of December 31, 2015, minimum lease payments under all non-cancellable leases were as follows: RMB Year ending December 31, 2016 Year ending December 31, 2017 Year ending December 31, 2018 Year ending December 31, 2019 Year ending December 31, 2020 Over December 31, 2020 Total minimum lease payments Capital commitment As of December 31, 2015, the Group has contracted for capital expenditures of RMB850,741. Contingencies The Company and certain of the Company's officers and directors were named as defendants in two putative securities class actions filed in the U.S. District Court for the Southern District of New York: Heller v. Vipshop Holdings Limited et al., Civil Action No. 1:15-cv-03870-LTS (S.D.N.Y.)(filed on May 19, 2015) and Schwartz v. Vipshop Holdings Limited et al., Civil Action No. 1:15-cv-05097-LTS (S.D.N.Y.)(filed on June 30, 2015). The complaints in both putative class actions allege that certain of the Company's financial statements and other public disclosures contained misstatements or omissions and assert claims under the U.S. securities laws. On September 15, 2015, the court consolidated the two actions, and appointed a lead plaintiff and approved the lead plaintiff's selection of lead counsel for the consolidated action. On November 24, 2015, the lead plaintiff filed a Notice of Voluntary Dismissal Without Prejudice which was entered by the court, voluntarily dismissing, without prejudice, all claims in the consolidated action. The Group is subject to periodic legal or administrative proceedings in the ordinary course of business. The Group does not believe that any currently pending legal proceeding to which the Group is a party will have a material effect on its business, results of operations or cash flows. The Group has not made adequate social welfare payments as required under applicable PRC labor laws, however the Group has recorded accrual for the under-paid amounts in the consolidated financial statements. However, accruals for the interest on underpayments and penalties that may be imposed by the relevant PRC government authorities have not been made in the financial statements as management considered that it is not probable the relevant PRC government authorities will impose any significant interests or penalties. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Related Party Transactions | 26. Related Party Transactions For the years ended December 31, 2013, 2014 and 2015, the Group entered into the following material related party transactions: Year ended December 31, 2013 2014 2015 RMB RMB RMB Purchase of goods (Note a) Delivery services (Note b) — — Other advertising income — — Note a: The goods were purchased from an affiliate of the Company and companies controlled or significantly influenced by shareholders. Note b: The Group engages certain of the Group's affiliates to deliver the goods to its customers. Details of those material related party transactions provided in the table above are as follows: (a) Amounts due from related parties Amounts due from related parties are made up by amounts due from affiliates and companies controlled by the shareholders. Amounts due from related parties as of December 31, 2014 and 2015 amounted to RMB30,991 and RMB31,856, respectively, are prepayments related to purchases of goods or services from affiliates and the entities controlled by shareholders of the Company. (b) Amounts due to related parties Amounts due to related parties are made up by shareholder loans and amounts due to affiliates and companies controlled or significantly influenced by shareholders. Shareholders provided loans to the Group, which are mainly used for working capital purposes. The outstanding loan balances due to the Chairman, who is also a shareholder, amounted to RMB5,236 and nil as of December 31, 2014 and 2015 respectively, were unsecured, interest free and repayable on demand. The amounts due to affiliates and companies controlled or significantly influenced by shareholders as of December 31, 2014 and 2015 amounted to RMB70,548 and RMB206,966 respectively, and were unsecured and interest free. These amounts are all related to purchases of goods or logistic services from these parties. |
Share-based Payments
Share-based Payments | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Payments | |
Share-based Payments | 27. Share-based Payments (a) Stock incentive plan In March 2011, the Company adopted the Vipshop Holdings Limited 2011 Stock Incentive Plan (the "2011 Plan"), which provide up to an aggregate of 7,350,000 Class A ordinary shares of the Company as stock based compensation to employees, directors, officers and consultants and other eligible personal of the Group. In 2012, the Company adopted the 2012 Stock Incentive Plan (the "2012 Plan"), which provide up to an aggregate of 9,000,000 Class A ordinary shares of the Company, and the maximum aggregate number of shares that may be issued per calendar year is 1,500,000 from 2012 until the termination of the 2012 Plan. In July 2014, the Company adopted the 2014 Stock Incentive Plan (the "2014 Plan"), whose the maximum aggregate number of ordinary shares may be issued under the 2014 Plan is (i) 5,366,998 Class A ordinary shares, and (ii) an automatic increase on January 1 of each year after the effective date of the 2014 Plan by that number of shares representing 1.5% of the Company's then total issued and outstanding share capital as of December 31 of the preceding year, or such less number as determined by the board of directors. During the years ended December 31, 2013, 2014 and 2015, a total of 450,569, nil and nil share options were granted to executive officers, employees and a non-employee of the Group under the 2011 and 2012 Plan, respectively. Grant date Exercise Price per share Number of options Vesting period RMB March 18, 2011 36% of the shares shall vest at the first anniversary of the grant date, and 1/36th of the total shares shall vest at the end of each month thereafter March 18, 2011 29% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 18, 2011 37.5% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 18, 2011 56% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 18, 2011 33% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 28, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter July 10, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter August 30, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter November 30, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter November 30, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter February 1, 2012 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter April 16, 2012 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter January 1, 2013 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 22, 2013 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter The expiration dates of the above options were 10 years from grant date, vesting is subject to the continuous services of the option holders to the Group, and post-termination exercise period was nine months. During any authorized leave of absence, the vesting of the option shall be suspended after the leave of absence exceeds a period of 90 days. Vesting of the option shall resume upon the option holders' return to service to the Group. The vesting schedule shall be extended by the length of the suspension. In the event of termination of the option holders' continuous service for cause, the option holders' right to exercise the option shall terminate concurrently, except otherwise determined by the plan administrator, and the Company shall have the rights to repurchase all vested options purchased by the option holders at a discount price determined by the plan administrator. The stock option holders have waived any voting rights with regard to the shares and granted a power of attorney to the Board of Directors of the Company to exercise voting rights with respect to the shares. The Company uses the Binomial model to determine the estimated fair value for each option granted below with the assistance of an independent valuation firm. The Group estimates that the forfeiture rate for key management and employees will be nil and 12% in 2013, nil and 13% in both 2014 and 2015. The assumptions used in determining the fair value of the share options on the grant date were as follows: Assumptions 2012 2013 Expected dividend yield 0% 0% Risk-free interest rate 2.54% ~ 3.00% 3.19% ~ 3.30% Expected volatility 51.33% ~ 53.12% 24.09% ~ 34.77% Expected life 10 years 10 years Exercise multiples 2.2 to 2.8 times 2.2 to 2.8 times Weighted average fair value of underlying ordinary shares 8.36 8.88 Notes: (1) Expected dividend yield: The expected dividend yield was estimated by the Company based on its dividend policy over the expected life of the options. (2) Risk-free interest rate: Risk-free interest rate was estimated based on the fair market yields of China International Government Bond as of the valuation dates with a maturity period close to the expected life of the options. (3) Expected volatility: The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed comparable companies over a period comparable to the expected maturity period of the options. (4) Expected life: As the Company did not have sufficient historical share option exercise experience, it estimated the expected life based on the term according to the option agreement. (5) Exercise multiples: The expected exercise multiple is the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it estimated the exercise multiples based on researches conducted by Huddart and Lang (1995). (6) Fair value of underlying ordinary shares: After the Company's initial public offering in March 2012, the fair values of ordinary shares were determined based on actual quoted prices (unadjusted) in the market. For the years ended December 31, 2013, 2014 and 2015, the share option movements were as follows: Options outstanding Weighted average exercise price per share Weighted average remaining contractual life per share Weighted average fair value at grant date Weighted average intrinsic value per option Aggregate intrinsic value US$ US$ US$ US$ As of January 1, 2013 Granted Exercised ) Forfeited ) Outstanding as of December 31, 2013 1.37 years Exercised ) 0.38 years Forfeited ) 1.19 years Outstanding as of December 31, 2014 0.69 years Exercised ) 0.03 years Forfeited ) 0.09 years Outstanding as of December 31, 2015 0.19 years Non vested as of December 31, 2015 Options vested and expected to vest as of December 31, 2015 0.19 years Exercisable as of December 31, 2015 0.17 years For the years ended December 31, 2013, 2014 and 2015, the Group recognized share based payment expenses of RMB51,277, RMB34,934 and RMB23,366 in connection with the share options granted to employees, respectively. The total fair value of shares vested during 2014 and 2015 was RMB35,226 and RMB24,603 respectively. As of December 31, 2015, there was RMB6,909 unrecognized compensation cost related to unvested share options granted to executive and employees of the Group. The unvested share options expense relating to the stock options of the Group is expected to be recognized over a weighted average period of 1.02 years on a straight-line basis schedule as of December 31, 2015. Option modification In July 2012, the Board of Directors approved an option modification to reduce the exercise price of 819,638 options from US$2.52 to US$ 0.50 per ordinary shares. All other terms of the share options granted under the 2011 stock option plan remain unchanged. The modification resulted in incremental compensation cost of RMB7,177, of which RMB1,468, RMB1,465 and RMB1,011 was recorded during the years ended December 31, 2013, 2014 and 2015 respectively. The fair value of the options immediately before and after the aforementioned modification is estimated on that date using the Black Scholes option pricing model with the assumptions noted below. The basis of the assumptions used is similar to those explained in this note above. Before Modification After Modification Expected dividend yield 0% 0% Risk-free interest rate 3.00% 3.00% Expected volatility 42.55% 42.55% Expected life 4.5 years 4.5 years Exercise multiples 2.2 times 2.2 times Fair value of underlying ordinary shares 2.78 2.78 Exercise price 2.52 0.50 (b) Non-vested shares During 2013, 2014 and 2015, a total of 1,483,600, 1,932,680 and 951,684 non-vested shares were granted to executive officers, employees, members of Audit Committee and consultants of the Group under the 2012 and 2014 Plan, respectively. Grant date Number of options Fair value on grant date US$ June 1, 2012 September 30, 2012 October 1, 2012 January 1, 2013 January 1, 2013 March 22, 2013 April 1, 2013 April 1, 2013 April 1, 2013 September 30, 2013 September 30, 2013 January 1, 2014 January 1, 2014 January 1, 2014 January 20, 2014 March 1, 2014 March 1, 2014 April 1, 2014 April 1, 2014 May 1, 2014 June 1, 2014 July 1, 2014 August 1, 2014 September 1, 2014 October 1, 2014 November 1, 2014 December 1, 2014 January 1, 2015 February 1, 2015 March 1, 2015 April 1, 2015 May 1, 2015 June 1, 2015 July 1, 2015 August 1, 2015 September 1, 2015 October 1, 2015 November 1, 2015 December 1, 2015 Most of the non-vested shares granted have a vesting period of four years of employment services with the first one-fourth vesting on the first anniversary from grant date, and the remaining three fourth vesting on a monthly basis over a three-year period ending on the fourth anniversary of the grant date. The non-vested shares are not transferable and may not be sold or pledged and the holder has no voting or dividend right on the non-vested shares. In the event a non-vested shareholder's employment for the Company is terminated for any reason prior to the fourth anniversary of the grant date, the holder's right to the non-vested shares will terminate effectively. The outstanding non-vested shares shall be forfeited and automatically transferred to and reacquired by the Company at nil consideration. For the years ended December 31, 2014 and 2015, the non-vested shares movement was as follows: Non-vested shares outstanding Outstanding as of January 1, 2014 Granted Vested ) Forfeited ) Outstanding as of December 31, 2014 Granted Vested ) Forfeited ) Outstanding as of December 31, 2015 The Group recognized compensation expense over the four year service period on a straight line basis, and applied a forfeiture rate of nil and 12% in 2013, nil and 13% in both 2014 and 2015 for non-vested shares granted to key management and employees, respectively. The aggregate fair value of the restricted shares at grant dates was RMB131,391, RMB900,361 and RMB657,794 during 2013, 2014 and 2015 respectively. The fair values of non-vested shares are measured at the respective fair values of the Company's ordinary shares on the grant-dates. For the years ended December 31, 2013, 2014 and 2015, the Group recognized share based payment expenses of RMB25,228, RMB190,560 and RMB279,574 in connection with the non-vested shares granted to employees, respectively. As of December 31, 2015 there was RMB913,996 unrecognized compensation cost related to non-vested shares which is expected to be recognized over a weighted average vesting period of 2.97 years. The weighted average granted fair value per share of non-vested shares granted during the years ended December 31, 2013, 2014 and 2015 was US$13.15 (RMB79.61), US$63.31 (RMB392.81) and US$109.00 (RMB706.08) respectively. (c) Share-based compensation expenses For the years ended December 31, 2013, 2014 and 2015, share-based compensation expenses have been included in the following balances on the consolidated statements of income and comprehensive income: Year ended December 31, 2013 2014 2015 RMB RMB RMB Fulfillment expenses ) ) ) Marketing expenses ) ) ) Technology and content expenses ) ) ) General and administrative expenses ) ) ) ) ) ) |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2015 | |
Segment information | |
Segment information | 28. Segment information The Group has only one reportable segment, which is the sales, product distribution and offering of goods on its online platforms. The Group's chief operating decision-maker ("CODM") has been identified as the Company's President Office, consist of the Company's Chief Executive Officer, Chief Finance Officer, Chief Technology Officer and certain Senior Vice Presidents, who review operating results to make decisions about allocating resources and assessing performance for the entire Group. Hence, the Group operates and manages its business without segments. The Group's net revenues are all generated from customers in the PRC. All the property, plant and equipment of the Group are substantially located at the PRC. Product revenues: relate to sales of apparel, shoes and bags and other products. Other revenues: relate to revenues from product promotion and online advertising, and commission fees charged to third-party merchants which the Company provides platform access for sales of their product, and revenues from logistic and warehouse services provided to vendors of the Group. Revenues from different product groups and services are as follows: Year ended December 31, 2013 2014 2015 RMB RMB RMB Product revenues Apparel Shoes and bags Cosmetics Sportswear and sporting goods Home goods and other lifestyle products Toys, kids and baby Other goods Other revenues Total net revenues |
Subsequent event
Subsequent event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent event | |
Subsequent event | 29. Subsequent event In the first quarter of 2016, the Group further acquired 26.18% equity interest in Feiyuan from the existing shareholders of Feiyuan at the cash consideration of RMB 65,452. After the acquisition, the Group holds totally 68.79% equity interest in Feiyuan and exerts control on it. The main purpose of the acquisition is to enlarge the Group's in-house delivery capacities for the Group's product delivery. The acquisition would be accounted for as a business combination and the results of operations of Feiyuan from the acquisition date would be included in the Group's consolidated financial statements. The initial accounting for a business combination is incomplete, for particular assets, liabilities, noncontrolling interests which recognized in the financial statements are not determined. This is because the financial statements of Feiyuan under U.S. GAAP as of the acquisition date are not completed. |
Schedule I-Condensed Financial
Schedule I-Condensed Financial Information | 12 Months Ended |
Dec. 31, 2015 | |
Schedule I-Condensed Financial Information | |
Schedule I-Condensed Financial Information | VIPSHOP HOLDINGS LIMITED Schedule I—Condensed Financial Information Statements of Income and Comprehensive Income (All amounts in thousands, except for share and per share data) Year ended December 31, 2013 2014 2015 RMB RMB RMB General and administrative expenses ) ) ) Loss from operations ) ) ) Interest expense — ) ) Share of loss of affiliates — ) ) Impairment loss of investments — ) ) Equity in incomes of subsidiaries and variable interest entities Net income Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments ) ) ) Fair value changes of available-for-sales securities — — ) Share of comprehensive income of subsidiary — — Comprehensive income attributable to Vipshop Holdings Limited's shareholders VIPSHOP HOLDINGS LIMITED Schedule I—Condensed Financial Information Balance Sheets (All amounts in thousands, except for share and per share data) As of December 31, 2014 2015 RMB RMB ASSETS Cash and cash equivalents Investment to an affiliate Other investments Available-for-sale securities investments — Investment in subsidiaries Amount due from subsidiaries TOTAL ASSETS LIABILITIES AND EQUITY Amount due to a shareholder — — Accrued expenses Convertible senior notes Total liabilities EQUITY Class A ordinary shares (US$0.0001 par value, 483,489,642 shares authorized, and 98,028,314 and 100,085,519 shares issued and outstanding as of December 31, 2014 and December 31, 2015, respectively) Class B ordinary shares (US$0.0001 par value, 16,510,358 shares authorized, and 16,510,358 and 16,510,358 shares issued and outstanding as of December 31, 2014 and December 31, 2015, respectively) Treasury stock, at cost (nil and 1,614,135 Class A shares as of December 31, 2014 and December 31, 2015, respectively) — ) Additional paid-in capital Retained earnings Accumulated other comprehensive loss ) ) Total shareholders' equity TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY VIPSHOP HOLDINGS LIMITED Schedule I—Condensed Financial Information Statements of Shareholders' Equity (All amounts in thousands, except for share and per share data) Class A ordinary shares Class B ordinary shares Treasury stock Accumulated other comprehensive income (loss) Additional paid-in capital No. of shares Retained earnings (deficit) No. of shares Amount No. of shares Amount Amount Total RMB RMB RMB RMB RMB RMB RMB Balance as of January 1, 2013 — — ) Net loss — — — — — — — — Issuance of ordinary shares pursuant to follow-on offering — — — — — — Direct offering expenses of follow-on offering — — — — ) — — — — ) Issuance of ordinary shares upon exercise of stock options — — — — — — Issuance of ordinary shares upon vesting of shares awards — — — — — — — — — Share-based compensation expenses — — — — — — — — Foreign currency translation — — — — — — — — ) ) Balance as of December 31, 2013 — — ) ) Net income — — — — — — — — Issuance of ordinary shares upon exercise of stock options — — — — — — Issuance of ordinary shares upon vesting of shares awards — — — — — — — — — Share-based compensation expense — — — — — — — — Other capital contribution — — — — — — — — Foreign currency translation — — — — — — — — ) ) Balance as of December 31, 2014 — — ) VIPSHOP HOLDINGS LIMITED Schedule I—Condensed Financial Information Statements of Shareholders' Equity (All amounts in thousands, except for share and per share data) Class A common shares Class B common shares Treasury Stock Accumulated other comprehensive income (loss) Additional paid-in capital Retained earnings (deficit) No. of shares Amount No. of shares Amount No. of shares Amount Total RMB RMB RMB RMB RMB RMB RMB Balance as of December 31, 2014 — — ) Net income — — — — — — — — Issuance of ordinary shares upon exercise of stock options — — — — — — Issuance of ordinary shares upon vesting of shares awards — — — — — — — — — Share-based compensation expense — — — — — — — — Purchase additional ownership interests in a subsidiary — — — — ) — — — — ) Other capital contributions — — — — ) — — — — ) Repurchase of ordinary shares — — — — — ) — — ) Fair value changes of available for sale securities — — — — — — — — ) ) Fair value changes of share of income of subsidiary — — — — — — — — Foreign currency translation — — — — — — — — ) ) Balance as of December 31, 2015 ) ) VIPSHOP HOLDINGS LIMITED Schedule I—Condensed Financial Information STATEMENTS OF CASH FLOWS (All amounts in thousands, except for share and per share data) Year ended December 31, 2013 2014 2015 RMB Cash flow from operating activities: Net income Adjustments to reconcile net income to net cash by operating activities: Equity in incomes of subsidiaries and variable interest entities ) ) ) Share of loss an affiliate — Impairment loss of investments — Share-based compensation expenses Amortization of debt issuance cost — Changes in operating assets and liabilities: Amounts due from subsidiaries ) ) Accrued expenses and other current liabilities — Net cash (used in) generated from operating activities ) ) Cash flows from investing activities: Investment in affiliates and other investments — ) ) Investment in available-for-sales securities — — ) Acquisition of a subsidiary, net of cash acquired — ) — Net cash used in investing activities — ) ) Cash flows from financing activities: Proceeds from issuance of convertible notes — — Repurchase of ordinary shares — — ) Issuance cost of convertible notes offering — ) — Other capital contributions — — Proceeds from issuance of ordinary shares in the offerings, net of issuance costs — — Proceeds from issuance of ordinary shares upon exercise of stock options Net cash provided by (used in) financing activities ) Effect of exchange rate changes — Net increase (decrease) in cash and cash equivalents ) Cash and cash equivalents at beginning of the period — Cash and cash equivalents at end of the period VIPSHOP HOLDINGS LIMITED NOTE TO SCHEDULE I (All amounts in thousands, except for share or per share data) Schedule I has been provided pursuant to the requirement of Rule 12-04(a) and 4-08(e)(3) of Regulation S-X, which require condensed financial information as to financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of the consolidated and unconsolidated subsidiaries together exceed 25 percent of consolidated net assets as of end of the most recently completed fiscal year. As of December 31, 2014 and 2015, RMB 1,157,529 and RMB 1,957,529 of the restricted capital and reserves are not available for distribution respectively, and as such, the condensed financial information of Vipshop Holdings Limited ("Parent Company") has been presented. Relevant PRC laws and regulations also restrict the WFOE and the VIEs from transferring a portion of their net assets to the Company in the form of loans and advances or cash dividends. No dividends have been paid by the WFOE or the VIEs to the Company during the periods presented. Total restricted net assets of the Group include net assets of VIEs and paid in capital of WFOE. The balance of restricted net assets was RMB 1,157,529 and RMB 1,957,529 of which RMB 29,500 and RMB 829,500 was attributed to the net assets of the VIEs and RMB 1,128,029 and RMB 1,128,029 was attributed to the paid in capital of the WFOE, as of December 31, 2014 and 2015, respectively. During the each of the three years in the period ended December 31, 2015, no cash dividend was declared and paid by the Parent Company. Basis of preparation The condensed financial information of the Parent Company has been prepared using the same accounting policies as set out in its consolidated financial statements, except that the Parent Company has used the equity method to account for its investment in its subsidiaries and its variable interest entity. Accordingly, the condensed financial information presented herein represents the financial information of the Parent Company. |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). |
Principles of consolidation | (b) Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and VIEs' subsidiaries for which the Company is the primary beneficiary. All intercompany transactions, balances and unrealized profit and losses have been eliminated on consolidation. The Company evaluates the need to consolidate its VIEs and VIEs' subsidiaries in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. Details of certain key agreements entered into between the WFOE, the VIE and each of its individual shareholders on January 20, 2011 are as follows: Power of Attorney Agreements: Each equity holder of Vipshop Information irrevocably authorized the WFOE to exercise the rights related to their shareholdings, including attending shareholders' meetings and voting on their behalf on all matters, including but not limited to matters related to the transfer, pledge or disposition of their respective equity interests in Vipshop Information, and appointment of the executive directors and senior management of Vipshop Information. The WFOE has the right to appoint any individual or entity to exercise the power of attorney on its behalf. Each power of attorney will remain in effect until the shareholder ceases to hold any equity interest in Vipshop Information. Exclusive Business Cooperation Agreement: The WFOE entered into an agreement with Vipshop Information to provide Vipshop Information with technical, consulting and other services. In considerations of these services, Vipshop Information shall pay the WFOE fees equal to 100% of its net income, the rate of service fees may be adjusted upon mutual discussions between the two parties. The WFOE is the exclusive provider of these services for a term of 10 years. Equity Interest Pledge Agreements: Each equity holder of Vipshop Information pledged all their respective equity interests in Vipshop Information as security to ensure that Vipshop Information fully performs its obligations under the Exclusive Business Cooperation Agreement, and pays the consulting and service fees to the WFOE when the fees becomes due. Exclusive Option Agreements: Each equity holder of Vipshop Information granted the WFOE an irrevocable and exclusive right to purchase, or designate one or more persons to purchase, their equity interest in Vipshop Information at the WFOE's sole and absolute discretion to the extent permitted by the PRC laws. The purchase price is 10 Renminbi ("RMB") (US$1.54); if appraisal is required by laws of the PRC at the time when the WFOE exercises the option, the parties shall negotiate in good faith, to make necessary adjustments to the purchase price based on the appraisal result to comply with applicable laws of the PRC. On October 8, 2011, the WFOE entered into the following amended agreements with Vipshop Information and each of its individual shareholders to replace the respective original agreements entered into on January 20, 2011: Amended and Restated Exclusive Business Cooperation Agreement: The WFOE entered into this agreement with Vipshop Information to provide Vipshop Information with technical, consulting and other services. This agreement replaced the original Exclusive Business Cooperation Agreement dated January 20, 2011. There was no significant change of terms from the original agreement except that the service fee to be paid by Vipshop Information to the WFOE in consideration of the services to be provided by the WFOE, shall equal to 100% of the net income of Vipshop Information, provided that the WFOE, at its sole discretion, shall have the right to adjust the rate of the service through written notice. The term of this agreement is ten years from the execution date of October 8, 2011 and may be extended for a period to be determined by the WFOE. The WFOE may terminate this agreement at any time by giving 30 days prior written notice. Vipshop Information has no right to terminate this agreement unless the WFOE commits gross negligence or fraud. Amended and Restated Equity Interest Pledge Agreement: This agreement replaced the original Equity Interest Pledge Agreements entered into on January 20, 2011. There was no significant change of terms from the original agreement. The agreement will remain in effect until all of the obligations of Vipshop Information under the Amended and Restated Exclusive Business Cooperation Agreement have been duly performed or terminated. Amended and Restated Exclusive Option Agreement: This agreement replaced the original Exclusive Option Agreement entered into on January 20, 2011. There was no significant change of terms from the original agreement. The term of this agreement is ten years from the execution date of October 8, 2011, which may be extended for a period to be determined by the WFOE. Exclusive Purchase Framework Agreement: The WFOE and Vipshop Information entered into this agreement during the third quarter of fiscal 2011. Under this agreement, Vipshop Information agrees to purchase products or services exclusively from the WFOE or its subsidiaries. Vipshop Information and its subsidiaries must not purchase from any third party products or services which the WFOE is capable of providing. The term of this agreement is five years from September 1, 2011. If neither party objects in writing nor both parties remain cooperating at the expiration of the agreement, the parties will continue to be bound by this agreement until a new agreement is entered into. Vipshop Information must pay the WFOE for its products an amount, which includes a service fee, based on the unit price and the quantity of the products ordered by Vipshop Information. The WFOE may terminate this agreement at any time by giving 15 days' prior written notice. Vipshop Information has no right to terminate this agreement unless the WFOE commits gross negligence or fraud. As explained in Note 1, at the time of the Company's incorporation and through the date of the Reorganization as described below, the ownership interest of the Company was held by five individuals indirectly through their respective investment holding companies. In October 2012, the Company effected transfer of 10.4% of equity interest from one of the former shareholder of Vipshop Information to Mr. Shen, an existing shareholder of Vipshop Information, and amended the contractual arrangements the relevant entities had as explained above with Mr. Shen to reflect this transfer. As of December 31, 2012, shareholders of Vipshop Information include Mr. Shen, Mr. Arthur Xiaobo Hong, Mr. Bin Wu and Mr. Xing Peng, holding 52.0%, 26.0%, 11.6% and 10.4% of the total equity interests in Vipshop Information, respectively. In August 2015, the Company effected transfer of 22.0% of equity interest from two of the former shareholders of Vipshop Information to Mr. Shen and a concurrent capital increase of Vipshop Information from RMB24.5 million to RMB274.5 million as contributed by Mr. Eric Ya Shen, and further amended the contractual arrangements the relevant entities had as explained above with Mr. Shen and Mr. Arthur Xiaobo Hong to reflect this transfer. In December 2015, the Company effected a concurrent capital increase of Vipshop Information to RMB824.5 million as contributed by Mr. Eric Ya Shen, and further amended the contractual arrangements the relevant entities had as explained above with Mr. Shen and Mr. Arthur Xiaobo Hong to reflect this transfer. As of December 31, 2015, shareholders of Vipshop Information include Mr. Shen and Mr. Arthur Xiaobo Hong, holding 99.23% and 0.77% of the total equity interests in Vipshop Information, respectively. The Company participated significantly in the design of Vipshop Information. Based on the Equity Interest Pledge Agreements and the Amended and Restated Equity Pledge Agreements, the Exclusive Option Agreement and the Amended and Restated Exclusive Option Agreement, and the Power of Attorney Agreements dated January 20, 2011, which has been subsequently amended in December 2015, the Company has the ability to effectively control Vipshop Information through the WFOE. The Company is also able to receive a majority of the economic benefits of Vipshop Information, because of its ability to effectively determine the service fees payable by Vipshop Information to the WFOE under the Exclusive Business Cooperation Agreement and the Amended and Restated Exclusive Business Cooperation Agreement, and through the Exclusive Purchase Framework Agreement. Therefore, the Company has determined that it is the primary beneficiary of Vipshop Information and has consolidated its respective results for the periods presented. The Company also has another set of contractual arrangements among Lefeng Shanghai, Lefeng Information, and shareholders of Lefeng Information, under which Lefeng Shanghai is the primary beneficiary of Lefeng Information and the Company consolidates Lefeng Information through Lefeng Shanghai. The contractual arrangements thereunder are substantially similar to the set with Vipshop Information described above. Other than Vipshop Information and Lefeng Information, the Company has no interest in any other variable interest entities. Risks in relation to the VIE structure The Group believes that the VIE arrangements are in compliance with PRC law and are legally enforceable. The equity holders of the VIEs are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, there are certain risks related to the VIE arrangements, which include but are not limited to the following: • If the Group's ownership structure, are found to be in violation of any existing or future PRC laws or regulations, the relevant governmental authorities, including the China Securities Regulatory Commission, would have broad discretion in dealing with such violation, including levying fines, confiscating its income or the income of the WFOE, Vipshop Information, Lefeng Shanghai, or Lefeng Information, revoking the business licenses or operating licenses of the WFOE, Vipshop Information, Lefeng Shanghai, or Lefeng Information, shutting down the Group's servers or blocking the Group's websites, discontinuing or placing restrictions or onerous conditions on the Group's operations, requiring the Group to undergo a costly and disruptive restructuring, restricting or prohibiting the Group's use of various funding to finance its business and operations in China, and taking other regulatory or enforcement actions that could be harmful to the Group's business; • The Group relies on contractual arrangements with the VIEs and their equity holders for a majority all of its PRC operations, which may not be as effective as direct ownership in providing operational control; • The Group may have to incur significant cost to enforce, or may not be able to effectively enforce, the contractual arrangements with the VIEs and their equity holders in the event of a breach or non-compliance by the VIEs or their equity holders; and • Each of the shareholders of the VIEs is also a director of the Company or its subsidiaries, and has a duty of care and loyalty to the Company and its shareholders as a whole under Cayman Islands law. Under the contractual arrangements with the VIEs and their shareholders, (a) the Company may replace any such individual as a shareholder of the VIEs at the Company's discretion, and (b) each of these individuals has executed a power of attorney to appoint the WFOE or its designated third party to vote on their behalf and exercise shareholder rights of the VIE. However, the Company cannot assure that these individuals will act in the best interests of the Company should any conflicts of interest arise, or that any conflicts of interest will be resolved in the Company's favor. These individuals may breach or cause the VIE to breach the existing contractual arrangements. If the Company cannot resolve any conflicts of interest or disputes between the Company and any of these individuals, the Company would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to its operations. There is also substantial uncertainty as to the outcome of any such legal proceedings. • There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Particularly, in January 2015, the Ministry of Commerce published a discussion draft of the proposed Foreign Investment Law for public review and comments. Under the draft Foreign Investment Law, variable interest entities would also be deemed as foreign-invested enterprises, if they are ultimately "controlled" by foreign investors, and be subject to restrictions on foreign investments. The draft Foreign Investment Law, if enacted as proposed, may materially impact the entire legal framework regulating the foreign investments in China as well as the viability of the Group's current corporate structure, corporate governance and business operations in many aspects. The financial information of the Company's VIEs and VIEs' subsidiaries, including total assets, total liabilities, total equity, net revenues, total operating expenses, net income attributable to the Company and cashflows after intercompany eliminations are as follows: As of December 31, 2014 2015 RMB RMB Total assets Current Liabilities: Accounts payable ) ) Advance from customers ) ) Accrued expenses and other current liabilities ) ) Amounts due to related parties ) ) Deferred income ) ) Total current liabilities ) ) Deferred tax liability — ) Deferred income-non current — ) Total liabilities ) ) Year ended December 31, 2013 2014 2015 RMB RMB RMB Net revenues Total operating expenses ) ) ) Net (loss) income ) Year ended December 31, 2013 2014 2015 RMB RMB RMB Net cash provided by (used in) operating activities (note a) ) Net cash (used in) provided by investing activities ) ) Net cash provided by financing activities — Note a: Cash flows provided by (used in) operating activities in 2013, 2014 and 2015 include amounts due to the Group's subsidiaries of RMB1,790,104, RMB718,759 and RMB (1,649,956). There are no consolidated VIEs' assets that are collateral for the VIEs' obligations or are restricted solely to settle the VIEs' obligations. The Company has not provided any financial support that it was not previously contractually required to provide to the VIEs. |
Use of Estimates | (c) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results may differ from these estimates. The Group's management based their estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group's financial statements include inventory write-down, revenue recognition cut off adjustments, valuation allowance for deferred tax assets, valuation of goodwill and intangible assets acquired in the business acquisitions and acquisition of significant equity affiliates both on the acquisition dates and at the time of impairment assessments, and valuation of significant other investments impairment assessment. Changes in facts and circumstances may result in revised estimates. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with maturity of less than three months. Cash and cash equivalents are placed with financial institutions with high-credit ratings and quality. |
Held-to-maturity securities | (e) Held-to-maturity securities The Group invests in debt securities which have fixed maturity dates, pay a fixed return on the amount invested and early redemption of these securities is not allowed. The Group classifies these investments as held-to-maturity as it has both the positive intent and ability to hold them until maturity. Held-to-maturity securities are recorded at amortized cost and are classified as short-term, since their contractual maturity dates are less than one year. |
Inventories | (f) Inventories Inventory is stated at the lower of cost or market. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated market value for slow-moving merchandise and damaged goods. The amount of write down is also dependent upon factors such as whether the goods are returnable to vendors, inventory aging, historical and forecasted consumer demand, and promotional environment. The Group assesses the inventory write-down based on different product categories and applies a certain percentages based on aging. The Group classifies all goods into the following two categories: non-returnable goods and returnable goods. Non-returnable goods cannot be returned to suppliers and general inventory write-down of different percentages are applied to these goods within the different aging categories. These percentages were developed based on historical write-down on these different types of goods. In addition to general write-down, specific write-down will also be applied to non-returnable goods if assessed to be needed based on the factors mentioned above. Returnable goods will have no general write-down based on aging but specific write down will be made at the end of each reporting periods based on forecast sales, conditions of the goods and planned promotions. Write downs are recorded in cost of goods sold in the consolidated statements of income and comprehensive income. |
Property and Equipment | (g) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in operating income. Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred. Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets' estimated residual value: Classification Estimated useful life Building 20 years Furniture, fixtures and equipment 2 to 10 years Leasehold improvements Shorter of lease term or the estimated useful life of lease improvements Motor vehicles 5 years Software 3 years Direct and incremental costs related to the construction of assets, including costs under the construction contracts, duties and tariffs, equipment installation and shipping costs, are capitalized. Management estimates the residual value of its furniture, fixtures and equipment and motor vehicles to be 5%. |
Capitalization of interest | (h) Capitalization of interest Interest and amortization of deferred financing costs incurred on funds used to construct the Group's warehouses during the active construction period are capitalized. Interest subject to capitalization primarily includes interest paid or payable on the Group's convertible senior notes due 2019 at interest of 1.5%. The capitalization of interest and amortization of deferred financing costs ceases once a project is substantially completed or development activity is suspended for more than a brief period. The amount to be capitalized is determined by applying the weighted average interest rate of the Group's outstanding borrowings to the average amount of accumulated capital expenditures for assets under construction during the year and is added to the cost of the underlying assets and amortized over their respective useful lives. Total interest expenses incurred amounted to nil, RMB84,281 and RMB94,077, of which nil, RMB9,033 and RMB8,315 were capitalized for the years ended December 31, 2013, 2014 and 2015, respectively. |
Land use rights | (i) Land use rights Land use rights represent amounts paid for the Group's lease for the use right of lands located in Zhaoqing City, Tianjin City and Jianyang City of People's Republic of China ("PRC"). Amounts are charged to earnings ratably over the term of the lease of 50 years. In light of the change in the Group's business strategy, the purpose of purchasing land use rights is to construct buildings or other real property on the land subject to the land use rights agreements. The Group has changed its presentation and includes payments for land use rights within investing activities from operating activities on its consolidated statement of cash flows from the year ended December 31, 2015. The payments for purchase of land use right of RMB127,156 for the year ended December 31, 2014 has also been reclassified from operating activities to investing activities for consistency. |
Intangible assets, net | (j) Intangible assets, net Acquired intangible assets mainly consist of domain name, customer relationship, non-compete agreements and trademarks acquired from third parties and from business combination. Domain name and trademarks Domain name and trademarks purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic lives of approximately two to three years. Intangible assets arising from business combination Identifiable intangibles assets are required to be determined separately from goodwill based on their fair values. In particular, an intangible asset acquired in a business combination should be recognized as an asset separate from goodwill if it satisfies either the "contractual-legal" or "separability" criterion. Intangible assets with a definite economic life are carried at cost less accumulated amortization. Amortization for identifiable intangibles assets are computed using the straight-line method over the intangible assets' economic lives. Estimated economic lives of the intangible assets are as follows: Classification Estimated economic life Customer relationship 4 - 5 years Trademarks 2 - 5 years Non-compete agreement 3 years Domain name 2 - 3 years |
Investment in affiliates | (k) Investment in affiliates Affiliated companies are entities which the Group owes equity interest in common stock or in-substance common stock, over which the Group has significant influence, but which it does not control. The Group generally considers an ownership interest of 20% or higher to represent significant influence. Investments in affiliates are accounted for by the equity method of accounting. Under this method, the Group's share of the post-acquisition profits or losses of the affiliated companies is recognized in the statement of income and comprehensive income and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Group and its affiliated companies are eliminated to the extent of the Group's interest in the affiliated companies; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When the Group's share of losses in an affiliated company equals or exceeds its interest in the affiliated company, the Company does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the affiliated company. The Group is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in value of the investment that is other than temporary. The Group assess its equity investments for other-than-temporary impairment by considering all relevant and available information including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information such as financing needs, the Group's intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value, and the severity and duration of the impairment. The Group has recorded impairment losses in the periods reported. As of December 31, 2014 and 2015, the accumulated impairment loss of investments were nil and RMB58,510, respectively. The other-than-temporary impairment recorded in 2015 on the equity affiliate due to sustained depression of the affiliate's expected results of operations. |
Other investments | (l) Other investments Other investments represent investments in equity security of private companies which the Group owes equity interest, over which the Group exerts no significant influence, or investments that are not common stock or in-substance common stock, are measured initially at cost. The Group reviews the investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable. Certain of the Group's investments are in development stage companies whose success depends on factors including the ability of the investee companies to raise additional funds in financial markets that can be volatile and other key business factors, any of which may impact the Company's ability to recover its investment. The Group recorded impairments in the amount of nil, RMB 6,166 and RMB 41,239 for the years ended December 31, 2013, 2014 and 2015, respectively. |
Available for sale securities | (m) Available for sale securities The Group invests in marketable equity securities and debt securities to meet business objectives. These marketable securities are reported at fair value, classified and accounted for as available-for-sale securities in investment securities. The assessment of a decline in the fair value of an individual security is based on whether the decline is other-than-temporary. The Group assesses its available-for-sale securities for other-than-temporary impairment by considering factors including, but not limited to, its ability and intent to hold the individual security, severity of the impairment, expected duration of the impairment and forecasted recovery of fair value. Investments classified as available-for-sale securities are reported at fair value with unrealized gains or losses, if any, recorded in accumulated other comprehensive income in shareholders' equity. If the Group determines a decline in fair value is other-than-temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss charged in the consolidated statement of income and comprehensive income. The fair values of the investments would not be adjusted for subsequent recoveries in fair values. The Group recorded no impairments of available-for-sale securities for the years ended December 31, 2013, 2014 and 2015. |
Impairment of long-lived assets (other than goodwill) | (n) Impairment of long-lived assets (other than goodwill) The Group evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When these events occur, the Group assesses the recoverability of these long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the future undiscounted cash flow is less than the carrying amount of the assets, the Group recognizes an impairment equal to the difference between the carrying amount and fair value of these assets. The Group recorded no impairment for the years ended December 31, 2013, 2014 and 2015, respectively. |
Goodwill | (o) Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with Accounting Standards Codification ("ASC") 350-20, a company firstly has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a two-step quantitative impairment test is mandatory. The Company may also elect to proceed directly to the two-step impairment test without considering qualitative factors. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit's goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of the reporting unit, assigning assets, liabilities and goodwill to each reporting unit, and determining the fair value of each reporting unit. The fair value of each reporting unit is determined by analysis of discounted cash flows. The significant assumptions regarding reporting unit's future operating performance are revenue growth rates, costs of goods and operating expenses growth rates, discount rates and terminal values. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. In 2014 and 2015, management has conducted step 1 of the quantitative impairment test to compare the carrying value of the reporting unit, including assigned goodwill, to its respective fair value. The fair value of the reporting unit was estimated by using the income approach. Based on the quantitative test, it was determined that the fair value of the reporting unit tested exceeded its carrying amount and, therefore, step two of the two-step goodwill impairment test was not required. The management concluded that goodwill was not impaired as of December 31, 2014 and 2015, respectively. |
Business combinations and noncontrolling interests | (p) Business combinations and noncontrolling interests The Group accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 "Business Combinations". The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Group to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. For the Group's majority-owned subsidiaries and subsidiaries of VIEs, a noncontrolling interest is recognized to reflect the portion of their equity which is not attributable, directly or indirectly, to the Group. Consolidated net income on the consolidated statements of income and comprehensive income includes the net income (loss) attributable to noncontrolling interests. The cumulative results of operations attributable to noncontrolling interests, are recorded as noncontrolling interests in the Group's consolidated balance sheets. |
Debt issuance costs and debt discounts | (q) Debt issuance costs and debt discounts Debt issuance costs and debt discounts are amortized as interest expense, using the effective interest method, through the earlier of the maturity date of the Convertible Senior Notes or the date of conversion, if any. Debt issuance costs and debt discounts are recorded as a direct deduction from the face amount of Convertible Senior Notes. |
Revenue recognition | (r) Revenue recognition The Group recognizes revenue from the sale of apparel, fashion goods, cosmetics, home goods and lifestyle products and other merchandise through its online platforms, including its internet website and cellular phone application. The Group recognizes revenue when persuasive evidence of an arrangement exists, products are delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured. The Group utilizes delivery service providers to deliver goods to its customers directly from its own warehouses. The Group estimates and defers revenue and the related product costs for goods that are in-transit to the customers. The Group offers customers with an unconditional right of return for a period of 7 days upon receipt of products on sales from vip.com and lefeng.com platforms. The Group defers revenue from sales of vip.com platforms until the return period expires as the Group cannot reasonably estimate the amount of future returns. The Group recognizes revenue from sales of lefeng.com platforms when products are delivered to customers because historical returns on sales on lefeng.com are insignificant. Revenue was recorded on a gross basis, net of surcharges and value added tax ("VAT") of gross sales. Surcharges are sales related taxes representing the City Maintenance and Construction Tax and Education Surtax. The Group recorded revenue on a gross basis because the Group has the following indicators for gross reporting: it is the primary obligor of the sales arrangements, is subject to inventory risks of physical loss, has latitude in establishing prices, has discretion in suppliers' selection and assumes credit risks on receivables from customers. The Group also retains some of general inventory risks despite its arrangements to return goods to some vendors within limited time periods. Discount coupons membership reward program The Group voluntarily provides discount coupons through certain co-operative websites or through public distributions during its marketing activities. These coupons are not related to prior purchases, and can only be utilized in conjunction with subsequent purchases on the Group's platforms. These discount coupons are recorded as reduction of revenues at the time of use. The Group has established a membership reward program wherein customers earn one point for one RMB of purchase made on the Group's platforms. Membership reward points can be either exchanged into coupons to be used in connection with subsequent purchases, or exchanged into free gifts. The expiry dates of these reward points vary based on different individual promotional programs, while the coupons expire three months after redemption. Prior to fiscal 2014, the Group accrued liabilities for the estimated value of the points earned and expected to be redeemed, which were based on all outstanding reward points related to prior purchases at the end of each reporting period, as it did not have sufficient historical data to reasonably estimate the usage rate of these reward points. Starting from 2014, the Group derecognized the deferred revenue liability and began to recognize revenue based on an estimated breakage rate as it has accumulated sufficient historical data to be able to reasonably estimate the usage rate of these reward points. All the reward points expired as of December 31, 2015. Effective from January 1, 2015, the Company started to adopt a new membership reward points program (the "2015 Reward Program"). Under the 2015 Reward Program, the Company grants Weipin Coin to the customers when they purchase goods from vipshop.com platforms. Customers earn one Weipin Coin for two RMB of purchase made on the Group's platforms. Weipin Coin can be either exchanged into coupons to be used in connection with subsequent purchases, or directly offset against payments when customers make their future purchases. The Group accrued liabilities for the estimated value of the Weipin Coins earned and expected to be redeemed, which were based on all outstanding reward points related to prior purchases at the end of each reporting period, as the Group does not have sufficient historical data to reasonably estimate the usage rate of these new reward points. These liabilities reflect management's best estimate of the cost of future redemptions. As of December 31, 2014 and 2015, the Group recorded deferred revenue related to reward points earned from prior purchases of RMB171,205 and RMB87,019 respectively. The Group does not charge any membership fees from its registered members. New members who register on the Group's platforms or existing members introducing new members to the Group's website will be granted free Weipin Coins, which can be used to offset against payments for future purchases. These Weipin Coins are not related to prior purchases and are recorded as reduction of revenues at the time of use. Amounts collected by delivery service providers but not yet remitted to the Group are classified as accounts receivable on the consolidated balance sheets. Payments received in advance of delivery and unused prepaid cards credits are classified as advances from customers. Revenues include fees charged to customers for shipping and handling expenses. The Company pays a fee to the delivery service provider and records such fee as shipping and handling expenses. Other revenues Other revenues consist of fees charged to third-party merchants which the Group provides platform access for sales of their products. The Group is not the primary obligor on these transactions, it does not bear the inventory risk, does not have the ability to establish prices and does not provide any fulfillment services as the goods are directly shipped from third-party merchants to end customers. Upon successful sales on the Group's platforms, the Group will charge the third-party merchants commission fees. Commission fees are recognized on a net basis at the point of sales of products, net of return allowance. The Group conducts product promotion activities for certain brands on its website, including advanced and prominent placement of vendors' products on its website, and technical consultations services related to on-line advertising. Moreover, the Group also provide inventory and warehouse management services to certain suppliers. These revenues are recognized over the period during which the services are provided and the revenues are earned, net of business tax of approximately 5% of service revenues or 6% value-added tax, or VAT, in certain pilot locations as a result of the pilot VAT reform program. |
Cost of goods sold | (s) Cost of goods sold Cost of goods sold consists primarily of cost of merchandise sold and inventory write-down. The amounts of inventory write-down were RMB 205,378, RMB 218,108 and RMB 293,946 for the years ended December 31, 2013, 2014 and 2015, respectively. Cost of goods sold does not include fulfillment expenses, therefore the Group's cost of goods sold may not be comparable to other companies which include such expenses in their cost of goods sold. The Group provides financing to some of its suppliers by advancing them cash for portions of accounts payables the Group owes to them, and receive interest over the financing periods which is presented as a reduction to cost of goods sold. The advances to these suppliers related to the Group's financing activities have no offsetting rights against the Group's accounts payables to these suppliers, and are presented as part of other receivables and prepayments in the consolidated balance sheets (note 5). |
Fulfillment expenses | (t) Fulfillment expenses Fulfillment expenses primarily consist of payroll, bonus and benefits of logistics staff, logistics centers rental expenses, shipping and handling expenses and packaging expenses. |
Marketing expenses | (u) Marketing expenses Marketing expenses primarily consist of payroll, bonus and benefits of marketing staff, advertising costs, agency fees and costs for promotional materials. Advertising expenses are charged to the statements of income and comprehensive income in the period incurred. The amounts of advertising expenses incurred were RMB 436,233, RMB787,687 and RMB1,022,398 for the years ended December 31, 2013, 2014 and 2015, respectively. |
Technology and content expenses | (v) Technology and content expenses Technology and content expenses primarily consist of payroll, bonus and benefits of the staff in the technology and system department, telecommunications expenses, model fees and photography expenses. |
General and administrative expenses | (x) General and administrative expenses General and administrative expenses primarily consist of payroll, bonus and benefit costs for retail and corporate employees, legal, finance, information systems, rental expenses and other corporate overhead costs. |
Foreign Currency Transactions and Translations | (y) Foreign Currency Transactions and Translations The functional currency of the Company, Vipshop HK and Lefeng.com are the United States dollar ("US dollar"). The functional currency of all the other significant subsidiaries and the variable interest entities is RMB. Foreign currency denominated monetary assets and liabilities have been translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies have been translated into the functional currency at the applicable rates of exchange prevailing on the date transactions occurred. Transaction gains and losses are recognized in the consolidated statements of income and comprehensive income. The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the People's Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Group's cash and cash equivalents denominated in RMB amounted to RMB4,118,507 and RMB3,216,485 at December 31, 2014 and 2015, respectively. Change in Reporting Currency to the RMB Effective January 1, 2015, the Company changed its reporting currency from US dollar to RMB. The change in reporting currency is to better reflect the Company's performance and to improve investors' ability to compare the Company's financial results with other publicly traded companies in the industry. Prior to January 1, 2015, the Company reported its consolidated balance sheets and consolidated statements of income and comprehensive income and shareholder's equity and cash flows in US dollar. The audited financial results for the year ended December 31, 2015 are stated in RMB. The related financial statements prior to January 1, 2015 have been recast to reflect RMB as the reporting currency for comparison to the financial results for the year ended December 31, 2015. The change in reporting currency resulted in the recognition of a cumulative foreign currency translation adjustment of RMB(32,976) and RMB20,707 in accumulated other comprehensive income for the years ended December 31, 2013 and 2014, respectively. The financial statements of the Company have been translated into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss in the consolidated statements of changes in shareholders' equity. |
Convenience translation | (z) Convenience translation Translations of balances in the consolidated balance sheets, consolidated statements of income and comprehensive income, and consolidated statements of cash flows from RMB into US dollar as of and for the year ended December 31, 2015 are solely for the convenience of the readers and were calculated at the rate of 6.4778, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2015. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US dollar at that rate on December 31, 2015, or at any other rate. |
Income Taxes | (aa) Income Taxes Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, the Group is required to estimate its income taxes in each of the jurisdictions in which it operates. The Group accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Value added taxes | (ab) Value added taxes The Company's PRC subsidiaries are subject to VAT at a rate of 17% on proceeds received from customers, and are entitled to a refund for VAT already paid or borne on the goods purchased by it and utilized in the production of goods that have generated the gross sales proceeds. The VAT balance is recorded either in other current liabilities or other current receivables on the consolidated balance sheets. |
Comprehensive income (loss) | (ac) Comprehensive income (loss) Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. During the periods presented, comprehensive income (loss) is reported in the consolidated statements of income (loss) and comprehensive income (loss), and other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gain or loss of available-for-sales securities. |
Concentration of credit risk | (ad) Concentration of credit risk Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, held-to-maturity securities, amounts due from related parties, other receivables and prepayments. The Group places its cash and cash equivalents, restricted cash and held-to-maturity securities with financial institutions with high-credit ratings and quality. Accounts receivable primarily comprise of amounts receivable from product delivery service providers. These amounts are collected from customers by the service providers when products are delivered. The principal amounts of all held-to-maturity securities are guaranteed by the issuers. The Group conducts a credit evaluation of these service providers and generally requires a small amount of security deposit. Amounts due from related parties are prepayments related to purchases of goods from the entities controlled by shareholders of the Company. Due to the nature of the relationship, the Company considers there to be no collection risks in regard to amounts due from related parties. With respect to advances to product suppliers, the Group performs on-going credit evaluations of the financial condition of its suppliers. The Group establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific delivery service providers and other information. |
Fair value of financial instruments | (ae) Fair value of financial instruments Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Measured at fair value on a recurring basis The Group did not have any financial assets and liabilities or nonfinancial assets and liabilities that were required to be measured at fair value on a recurring basis as at December 31, 2014. The Group's financial assets and liabilities or nonfinancial assets and liabilities that were required to be measured at fair value on a recurring basis as at December 31, 2015 include available-for-sale securities investments. As of December 31, 2015, information about inputs into the fair value measurements of the Group's assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows. Fair Value Measurements at Reporting Date Using Description As of December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) RMB RMB RMB RMB Available-for-sale investments- marketable equity securities — — Available-for-sale investments- debt security — — Available-for-sale securities investments represent the marketable equity securities and debt securities invested by the Group. The marketable equity securities are carried at fair values. The Group measures its listed equity securities using quoted prices for the underlying securities in active markets, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. The debt security consists of an investment in a private company's redeemable shares that has stated maturity and pay a prospective fixed rate of return. The investment is recorded at fair value on a recurring basis. The fair value is measured using discounted cash flow model based on contractual cash flow and a discount rate of prevailing market yield for products with similar terms as of the measurement date, as such, it is classified within Level 2 measurement. As of December 31, 2014 and 2015, gross unrealized gains of nil and RMB2,498 and gross unrealized losses of nil and RMB10,281 were recorded on listed equity securities, respectively. No impairment charges were recorded for years ended December 31, 2014 and 2015, respectively. Measured at fair value on a non-recurring basis Other than the impaired intangible assets (Note 9), investment in affiliates (Note 10), and other investments (Note 11), the Group did not have any assets and liabilities that were measured at fair value on a nonrecurring basis. The estimated fair value of the impaired intangible assets at the time of impairment tests was estimated by applying unobservable inputs to the discounted cash flow valuation methodology that are significant to the measurement of the fair value of these assets (Level 3). The carrying values of the Group's financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, other receivables, accounts payable, other current liabilities, amounts due from and to related parties, approximate their fair values due to the short term nature of these instruments. The estimated fair value of convertible senior notes as of December 31, 2014 and 2015 were approximately RMB 4,696,773 and RMB4,346,278, respectively, as compared to its carrying value of RMB 3,854,985 and RMB 4,058,181, respectively. Fair value was estimated using quoted market prices and represented a level 1 measurement. The Group measures certain assets, including investment in affiliates, and other investments, at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments are determined based on valuation techniques using the best information available, and may include management judgments, future performance projections, etc. An impairment charge to these investments is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary. |
Operating leases | (af) Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Other leases are accounted for as capital leases. Payments made under operating leases, net of any incentives received by the Group from the leasing company, are charged to the statements of operations on a straight-line basis over the lease periods. |
Share-based Compensation | (ag) Share-based Compensation Employee share-based compensation Share-based payments made to employees, including employee stock options, and non-vested shares issued to employees which the Company has a repurchase option, are recognized as compensation expenses over the requisite service periods. The Group measures the cost of employee services received in exchange for share-based compensation at the grant date fair value of the awards. The Company has elected to recognize compensation expense on a straight-line basis over the requisite service period for the entire award with graded vesting provided that the amount of compensation cost recognized at any date must at least equal the portion of the grant-date value of the award that is vested at that date. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expense to be recognized in future periods. Modification of equity awards The Group treated a modification of the terms or conditions of an equity award as an exchange of the original award for a new award. The incremental compensation cost as an effect of a modification is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the share price and other pertinent factors at that date. Total recognized compensation cost for an equity award shall at least equal the fair value of the award at the grant date unless at the date of the modification the performance or service conditions of the original award are not expected to be satisfied. Thus, the total compensation cost measured at the date of a modification shall be the sum of the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has already been rendered) at that date, and the incremental cost resulting from the modification. The Group records the incremental fair value of the modified award, as compensation cost on the date of modification for vested awards, or over the remaining service period for unvested awards. Non-employee share-based compensation Share-based compensation made to non-employees are recognized as compensation expenses ratably over the requisite service periods. The Group measures the cost of non-employee services received in exchange for share-based compensation based on the fair value of the equity instruments issued. The Group measures the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions on the measurement date, which is determined as the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or the date at which the counterparty's performance is complete. As the quantity and terms of the equity instruments issued to non-employees are known up front, the Group recognizes the cost incurred during financial reporting periods before the measurement date. The Group measures the equity instruments at their then-current fair values at each of the financial reporting dates, and attributes the changes in those fair values over the future services period until the measurement date has been established. |
Earnings per share | (ah) Earnings per share Basic earnings per share are computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into ordinary shares. Convertible securities are excluded from the computation of the diluted earnings per share in years when their effect would be anti-dilutive. |
Treasury stock | (ai) Treasury stock Treasury stock represents ordinary shares repurchased by the Group that are no longer outstanding and are held by the Group. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. |
Recent Changes in Accounting Standards | (aj) Recent Changes in Accounting Standards In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry specific guidance, in current U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 is originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. ASU 2015-14, Revenue from Contracts with Customers, defers the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim periods therein. Early adoption is permitted to the original effective date. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements. In June 2014, the FASB issued a new pronouncement which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation—Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements. In August, 2014, the FASB issued a new pronouncement which provides guidance on determining when and how reporting entities must disclose going concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements. Further, an entity must provide certain disclosures if there is "substantial doubt about the entity's ability to continue as a going concern." The new standard is effective for fiscal years ending after December 15, 2016. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements. In January 2015, the FASB issued a new pronouncement which eliminates from U.S. GAAP the concept of extraordinary items. This ASU will also align more closely U.S. GAAP income statement presentation guidance with IAS 1, Presentation of Financial Statements, which prohibits the presentation and disclosure of extraordinary items. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this ASU is not expected to have a material impact on the Group's consolidated financial results or disclosures. In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis", regarding consolidation of legal entities such as limited partnerships, limited liability corporations, and securitization structures. The guidance eliminates the deferral issued by the FASB in February 2010 of the accounting guidance for VIE for certain investment funds, including mutual funds, private equity funds and hedge funds. In addition, the guidance amends the evaluation of fees paid to a decision maker or a service provider, and exempts certain money market funds from consolidation. The guidance will be effective for accounting periods beginning after December 15, 2015 with early adoption permitted. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The requirement to present debt issuance costs as a direct reduction of the related debt liability (rather than as an asset) is consistent with the presentation of debt discounts under U.S. GAAP. In addition, it converges the guidance in U.S. GAAP with that in IFRSs, under which transaction costs that are directly attributable to the issuance of a financial liability are treated as an adjustment to the initial carrying amount of the liability. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Subsequent in August 2015, the FASB issued ASU 2015-15 related with the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements, under which the SEC staff stated it would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Group does not expect the adoption of the above guidances will have a significant effect on the Group's consolidated financial statements. In July, 2015, the FASB issued ASU 2015-11 as part of its simplification initiative. The ASU changes the way of measurement on inventory, which currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments in this Update require an entity to measure inventory within the scope of this Update at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using last-in, first-out (LIFO) or the retail inventory method. For public business entities, ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements. In September 2015, the FASB issued ASU2015-16 related to the accounting for measurement period adjustments recognized in a business combination. Under the previous standard, when adjustments were made to amounts previously reported as part of a business combination during the measurement period, entities were required to revise comparative information for prior periods. Under the new standard, entities must recognize these adjustments in the reporting period in which the amounts are determined rather than retrospectively. The new standard is effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period and early adoption is permitted. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires deferred income tax liabilities and assets to be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. The guidance is effective for public entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods with early adoption being permitted. The Group expects the adoption of this guidance will have an effect on the Group's consolidated balance sheet. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which requires that equity investments, except for those accounted for under the equity method or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. ASU 2016-01 also impacts the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for certain provisions. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. This ASU requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The provisions of this guidance are effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements. In March 2016, the FASB issued ASU 2016-06, which clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this Update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. An entity should apply the amendments in this Update on a modified retrospective basis to existing debt instruments as of the beginning of the fiscal year for which the amendments are effective. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, which eliminates the requirement to retroactively adopt the equity method of accounting. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-08, which amends the principal-versus-agent implementation guidance and illustrations in the Board's new revenue standard (ASC 606). The amendments in this update clarify the implementation guidance on principal versus agent considerations. When another party, along with the reporting entity, is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (as a principal) or to arrange for the good or service to be provided to the customer by the other party (as an agent). The guidance is effective for interim and annual periods beginning after December 15, 2017. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. Early adoption will be permitted in any interim or annual period for which financial statements have not yet been issued or have not been made available for issuance. The Group is in the process of evaluating the impact of adoption of this guidance on the consolidated financial statements. |
Organization and principal ac40
Organization and principal activities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization and principal activities | |
Schedule of consolidated subsidiaries and VIEs | As of December 31, 2015, the Company's significant consolidated subsidiaries, VIEs and VIEs' subsidiaries consist of the following: Name of subsidiaries Date of incorporation Place of incorporation Percentage of shareholdings Principal activities Vipshop International Holdings Limited ("Vipshop HK") October 22, 2010 Hong Kong 100% Investment holding Vipshop (China) Co., Ltd. (the "WFOE") January 20, 2011 China 100% Warehousing, logistics, procurement, research and development, consulting Vipshop (Kunshan) E-Commerce Co., Ltd. ("Vipshop Kunshan") August 2, 2011 China 100% Warehousing and logistics Vipshop (Jianyang) E-Commerce Co., Ltd. ("Vipshop Jianyang") February 22, 2012 China 100% Warehousing and logistics Vipshop (Tianjin) E-Commerce Co., Ltd. ("Vipshop Tianjin") July 31, 2012 China 100% Warehousing and logistics Guangzhou Pinwei Software Co., Ltd. ("Pinwei Software") December 6, 2012 China 100% Software development and information technology support Vipshop (Zhuhai) E-Commerce Co., Ltd. ("Vipshop Zhuhai") July 16, 2013 China 100% Warehousing and logistics Vipshop (Hubei) E-Commerce Co., Ltd. ("Vipshop Hubei") July 4, 2013 China 100% Warehousing and logistics Chongqing Vipshop E-Commerce Co., Ltd. ("Vipshop Chongqing") October 22, 2013 China 100% Warehousing and logistics Vipshop (Zhaoqing) E-Commerce Co., Ltd. ("Vipshop Zhaoqing") November 22, 2013 China 100% Warehousing and logistics Lefeng.com Limited ("Lefeng.com") December 30, 2013 Cayman 75% Investment holding Lefeng (Shanghai) Information Technology Co., Limited ("Lefeng Shanghai") August 30, 2013 China 75% Online retail Name of VIE and VIE's subsidiary Date of incorporation Place of incorporation Economic interest held Principal activities Guangzhou Vipshop Information Technology Co., Ltd.("Vipshop Information" or the "VIE") August 22, 2008 China VIE Online retail |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Schedule of financial information of the Company's VIEs and VIEs' subsidiaries, including total assets, total liabilities, total equity, net revenues, total operating expenses, net income attributable to the Company and cash flows after intercompany eliminations | As of December 31, 2014 2015 RMB RMB Total assets Current Liabilities: Accounts payable ) ) Advance from customers ) ) Accrued expenses and other current liabilities ) ) Amounts due to related parties ) ) Deferred income ) ) Total current liabilities ) ) Deferred tax liability — ) Deferred income-non current — ) Total liabilities ) ) Year ended December 31, 2013 2014 2015 RMB RMB RMB Net revenues Total operating expenses ) ) ) Net (loss) income ) Year ended December 31, 2013 2014 2015 RMB RMB RMB Net cash provided by (used in) operating activities (note a) ) Net cash (used in) provided by investing activities ) ) Net cash provided by financing activities — Note a: Cash flows provided by (used in) operating activities in 2013, 2014 and 2015 include amounts due to the Group's subsidiaries of RMB1,790,104, RMB718,759 and RMB (1,649,956). |
Schedule of classification and estimated useful lives of plant and equipment | Classification Estimated useful life Building 20 years Furniture, fixtures and equipment 2 to 10 years Leasehold improvements Shorter of lease term or the estimated useful life of lease improvements Motor vehicles 5 years Software 3 years |
Schedule of estimated economic life of the intangible assets | Classification Estimated economic life Customer relationship 4 - 5 years Trademarks 2 - 5 years Non-compete agreement 3 years Domain name 2 - 3 years |
Schedule of fair value measurements of the Group's assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition | Fair Value Measurements at Reporting Date Using Description As of December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) RMB RMB RMB RMB Available-for-sale investments- marketable equity securities — — Available-for-sale investments- debt security — — |
Significant acquisition and e42
Significant acquisition and equity transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Significant acquisition and equity transactions | |
Schedule of estimated fair values for major classes of assets acquired and liabilities assumed | RMB Weighted average amortization period at the acquisition date (in years) Working capital, net ) Liabilities assumed ) Net tangible assets acquired Intangible assets Including: Customer Relationships 5 Trademarks 5 Non-compete agreement 3 Goodwill Deferred tax liabilities ) Noncontrolling interest ) Total consideration |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable. | |
Schedule of components of accounts receivable | As of December 31, 2014 2015 RMB RMB Components of accounts receivable are as follows: Delivery service providers(a) Other trade receivables(b) — Other Total Note a: For certain sales transactions, delivery service providers will collect payments from the Group's customers upon delivery of goods, and remit such payments back to the Group on a periodic basis. Note b: The Group provides consumer financing to certain customers as part of the Group's internet financing activities conducted since 2015. |
Schedule of accounts receivable for more than 10% | As of December 31, 2014 2015 Delivery service provider A % — |
Other Receivables and Prepaym44
Other Receivables and Prepayments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Receivables and Prepayments | |
Schedule of components of other receivables and prepayments | As of December 31, 2014 2015 RMB RMB Components of other receivables and prepayments are as follows: Deposits (Note a) Cash advanced to staff VAT receivable Interest receivable Advances to suppliers related to financing activities (Note b) Advances to suppliers related to procurement activities Prepaid expense Receivables on behalf of staffs for options exercised and non-vested shares vested — Others Less: allowance for doubtful debts (note c) ) ) Total Note a Deposits consist of amounts paid to vendors for advertising and rentals. Note b The Group provides financing to some of its suppliers by advancing them cash, and held portions of accounts payables the Group owes to them as pledges or procurements are expected to be made by the Group from the suppliers in the near term. Note c The Group considers many factors in assessing the collectability of its receivable, such as, the age of the amounts due, the debtor's payment history, credit-worthiness, and financial conditions of the debtor and industry trends. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes specific allowance if there is strong evidence indicating that the receivable is likely to be unrecoverable. Receivable balances are written off after all collection efforts have been exhausted. Note d The balance of account receivable, other receivables and prepayments has been regrouped by the Company in 2015 and the balance as of December 31, 2014 has also been reclassified for consistency. |
Schedule of the movement of allowance for doubtful debts | Year ended December 31, 2014 2015 RMB RMB Allowance for doubtful debts: Balance at beginning of the year — ) Allowance during the year ) ) Write-offs during the year — Balance at end of the year ) ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | As of December 31, 2014 2015 RMB RMB Cost: Building — Furniture, fixtures and equipment Leasehold improvements Motor vehicles and software Construction in process Sub-total Less: accumulated depreciation ) ) Property and equipment, net |
Schedule of depreciation expenses charged into income statement | Year ended December 31, 2013 2014 2015 RMB RMB RMB Depreciation expenses were charged to: Fulfillment expenses Marketing expenses Technology and content expenses General and administrative expenses Total |
Land Use Rights, Net (Tables)
Land Use Rights, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Land Use Rights, Net | |
Schedule of land use rights, net | As of December 31, 2014 2015 RMB RMB Cost: Land in Zhaoqing City Land in Tianjing City — Land in Jianyang City — Sub-total Less: accumulated amortization Land use rights, net |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible Assets, Net | |
Schedule of intangible assets, net | As of December 31, 2014 As of December 31, 2015 Cost Accumulated amortization Impairment (note) Net amount Cost Accumulated amortization Impairment (note) Net amount RMB RMB Domain names ) — ) — Customer Relationships ) — ) — Trademarks ) — ) — Non-compete agreement ) — ) — Others ) ) — ) ) Total ) ) ) ) Note: The Group evaluates the fair value of the intangible assets with determinable useful lives upon events or changes in circumstances indicate that these assets' carrying amounts may not be recoverable, and assessed the recoverability by comparing the carrying amount of the intangible assets with their estimated fair value. The fair value was derived from the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. It was assessed that the fair value was less than the carrying amount of the intangible assets, so the Company recognized the impairment during fiscal year 2014. |
Investment in Affiliates (Table
Investment in Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investment in Affiliates | |
Schedule of investment in affiliates | As of December 31, 2014 2015 RMB RMB Equity-method investments: Ovation(i) Explink (Note 3 (b)) — Feiyuan(ii) — Others(iii) Total Details of the significant investments are as follows: (i) On February 21, 2014, the Group acquired a 23% equity interest in Ovation, which is a Cayman company that engages in research and development, and distribution of beauty products and production and publication of TV programme, for a total consideration of approximately US$55,777 (approximately RMB 339,303) pursuant to a share purchase and subscription agreement with Ovation and certain of its existing shareholders. (ii) In March 2015, the Group purchased 42.61% equity interest of Feiyuan Logistic Company ("Feiyuan") which is a PRC registered company that provides delivery service for purchase price of RMB 95,409. (iii) Other investments in affiliates comprise of a number of investments in private companies which the Group owns 20% voting right or higher and have significant influence, these investments include certain PRC registered companies that provides logistic services. |
Other Investments (Tables)
Other Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Investments. | |
Schedule of other investments | As of December 31, 2014 2015 RMB RMB Cost-method investments: WangZhi Technology Limited. Qima Holdings Limited. — BabySpace Corporation — Hifashion Group Inc. Others (note) Total investment costs: Less: Impairment ) ) Total Note: Other investments comprise of a number of investments in private companies which the Group owes equity interest, over which the Group exerts no significant influence, or investments that are not common stock or in-substance common stock, including certain E-commence companies and PRC registered companies that provide technology services. |
Available-for-Sale Securities50
Available-for-Sale Securities Investments, Non-Current (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Available-for-Sale Securities Investments, Non-Current | |
Schedule of available-for-sale securities investments | As of December 31, 2015 Original cost Gross unrealized gains Gross unrealized losses Provision for decline in value Fair value RMB RMB RMB RMB RMB SRP Groupe — — Ensogo Limited — ) — Shanghai Andatong Information Security Technology Co., Ltd. — — — Ahalife Holdings Inc. (note a) — ) Total ) ) Note a: The Group acquired 1.5% equity interest in Ahalife Holdings Inc. ("Ahalife") in March 2014. The Group exerts no significant influence in Ahalife and recorded the investment initially at cost. In July 27, 2015, Ahalife is listed on the Australia Securities Exchange and quoted prices of the investment in active market became available, the Group reclassified its investment in Ahalife to available-for-sale securities investment in 2015 accordingly. |
Other Long-Term Assets (Tables)
Other Long-Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Long-Term Assets | |
Schedule of other long-term assets | As of December 31, 2014 2015 RMB RMB Deposit for land use rights (Note a) — Prepayment for investments (Note b) Others — Total Note a: The Company signed contracts with local government to purchase land use rights located in Ezhou City, Jianyang City, Zhaoqing City and Guangzhou City of PRC. According to the agreements, the Company needs to pay certain amount of deposits before the completion of purchase process. As of December 31, 2015, the purchase process was not completed. Note b: The Company signed contracts to acquire certain investments from the investees' existing shareholders. According to the agreements, the Company needs to prepay deposits before the completion of the legal closing process of the acquisitions. The acquisition process for these investments was not completed by the year ended until January 2016. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill | |
Schedule of movements in carrying amount of goodwill by reportable unit | Goodwill RMB Balance as of January 1, 2014 — Addition for acquisition—Lefeng.com Balance as of December 31, 2014 Addition for acquisition—Zhengzhou Andaxin Addition for acquisition—Explink Addition for acquisition—Other investments Balance as of December 31, 2015 |
Accrued Expenses and Other Cu53
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | As of December 31, 2014 2015 RMB RMB Accrued advertising expense Accrued shipping and handling expenses Accrued payroll Social benefit provision Deposits from delivery service providers Other tax payable Income tax payable VAT tax payable Accrued rental expenses Accrued administrative expenses Amounts received on behalf of third-party merchants (Note a) Payables for repurchase of ordinary shares (note 21) — Interest payable Others Total Note a: Amounts relate to the cash collected on behalf of third-party merchants which the Company provides platform access for sales of their products. |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Income | |
Schedule of components of other income | Year ended December 31, 2013 2014 2015 RMB RMB RMB Government grants Claims for goods insurance Others Total other income |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of components of income tax expense | Year ended December 31, 2013 2014 2015 RMB RMB RMB Current tax (note) Deferred tax ) ) ) Total tax expenses Note: All current tax was related to income tax in PRC and Hong Kong. |
Schedule of reconciliation of the income tax expense to income before income tax and share of loss of affiliates | Year ended December 31, 2013 2014 2015 RMB RMB RMB Income before income tax and share of loss of affiliates Computed income tax expense at PRC EIT tax rate Effect of non-deductible expenses, including: —Share-based compensation expenses —Other non-deductible expenses Effect of different tax rates of a subsidiary operating in other jurisdiction ) Effect of tax holidays on concessionary rates granted to PRC subsidiaries ) ) ) Effect of non-taxable income — ) ) Change in valuation allowance ) ) Others — ) Actual income tax expenses |
Schedule of aggregate amount and per share effect of the tax holidays and tax concessions | Year ended December 31, 2013 2014 2015 RMB RMB RMB The aggregate effect Per share effect: Class A and Class B ordinary share: —basic —diluted |
Schedule of the principal components of deferred tax assets | As of December 31, 2014 2015 RMB RMB Deferred tax assets: Net operating loss carry forwards Allowance for doubtful debts Allowance for intangible assets and other investments Inventory write-down Payroll payable and other accruals Deferred revenue Advertising expenses Others Less: valuation allowance ) ) Total deferred tax assets-current Deferred tax liability: Intangible assets Total deferred tax liability-non-current Note: Foreign exchange represents the differences of exchange rate on balance sheet date used to translate the deferred tax assets balances and the weighted average rate used to translate the valuation allowance recognized during the period. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share | |
Schedule of calculations of basic earnings per share and diluted earnings per share | Year ended December 31, 2013 2014 2015 Class A and Class B Class A and Class B Class A and Class B RMB RMB RMB Basic earnings per share attributable to Vipshop Holdings Limited's ordinary shareholders: Numerator: Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share Denominator: Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share Basic earnings per Class A and Class B ordinary shares Year ended December 31, 2013 2014 2015 Class A and Class B Class A and Class B Class A and Class B RMB RMB RMB Diluted earnings per share: Numerator: Net earnings attributable to Class A and Class B ordinary shareholders for computing diluted earnings per Class A and Class B ordinary share Denominator: Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share Dilutive employee share options and non-vested ordinary shares Weighted average number of Class A and Class B ordinary shares outstanding for computing diluted earnings per Class A and Class B ordinary share Diluted earnings per Class A and Class B ordinary shares |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and contingencies | |
Schedule of minimum lease payments under all non-cancellable leases | As of December 31, 2015, minimum lease payments under all non-cancellable leases were as follows: RMB Year ending December 31, 2016 Year ending December 31, 2017 Year ending December 31, 2018 Year ending December 31, 2019 Year ending December 31, 2020 Over December 31, 2020 Total minimum lease payments |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions | |
Schedule of material related party transactions | Year ended December 31, 2013 2014 2015 RMB RMB RMB Purchase of goods (Note a) Delivery services (Note b) — — Other advertising income — — Note a: The goods were purchased from an affiliate of the Company and companies controlled or significantly influenced by shareholders. Note b: The Group engages certain of the Group's affiliates to deliver the goods to its customers. |
Share-based Payments (Tables)
Share-based Payments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share options were granted to executive officers, employees and a non-employee of the Group under the 2011 and 2012 plans | Grant date Exercise Price per share Number of options Vesting period RMB March 18, 2011 36% of the shares shall vest at the first anniversary of the grant date, and 1/36th of the total shares shall vest at the end of each month thereafter March 18, 2011 29% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 18, 2011 37.5% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 18, 2011 56% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 18, 2011 33% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 28, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter July 10, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter August 30, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter November 30, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter November 30, 2011 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter February 1, 2012 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter April 16, 2012 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter January 1, 2013 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter March 22, 2013 25% of the shares shall vest at the first anniversary of the grant date, and 1/48 th of the total shares shall vest at the end of each month thereafter |
Schedule of share option movements | Options outstanding Weighted average exercise price per share Weighted average remaining contractual life per share Weighted average fair value at grant date Weighted average intrinsic value per option Aggregate intrinsic value US$ US$ US$ US$ As of January 1, 2013 Granted Exercised ) Forfeited ) Outstanding as of December 31, 2013 1.37 years Exercised ) 0.38 years Forfeited ) 1.19 years Outstanding as of December 31, 2014 0.69 years Exercised ) 0.03 years Forfeited ) 0.09 years Outstanding as of December 31, 2015 0.19 years Non vested as of December 31, 2015 Options vested and expected to vest as of December 31, 2015 0.19 years Exercisable as of December 31, 2015 0.17 years |
Schedule of non-vested shares were granted to executive officers, employees, members of Audit Committee and consultants of the Group under the 2012 and 2014 Plan | Grant date Number of options Fair value on grant date US$ June 1, 2012 September 30, 2012 October 1, 2012 January 1, 2013 January 1, 2013 March 22, 2013 April 1, 2013 April 1, 2013 April 1, 2013 September 30, 2013 September 30, 2013 January 1, 2014 January 1, 2014 January 1, 2014 January 20, 2014 March 1, 2014 March 1, 2014 April 1, 2014 April 1, 2014 May 1, 2014 June 1, 2014 July 1, 2014 August 1, 2014 September 1, 2014 October 1, 2014 November 1, 2014 December 1, 2014 January 1, 2015 February 1, 2015 March 1, 2015 April 1, 2015 May 1, 2015 June 1, 2015 July 1, 2015 August 1, 2015 September 1, 2015 October 1, 2015 November 1, 2015 December 1, 2015 |
Schedule of non-vested shares movement | Non-vested shares outstanding Outstanding as of January 1, 2014 Granted Vested ) Forfeited ) Outstanding as of December 31, 2014 Granted Vested ) Forfeited ) Outstanding as of December 31, 2015 |
Schedule of share-based compensation expenses | Year ended December 31, 2013 2014 2015 RMB RMB RMB Fulfillment expenses ) ) ) Marketing expenses ) ) ) Technology and content expenses ) ) ) General and administrative expenses ) ) ) ) ) ) |
Binomial model | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used in determining the fair value of the share options | Assumptions 2012 2013 Expected dividend yield 0% 0% Risk-free interest rate 2.54% ~ 3.00% 3.19% ~ 3.30% Expected volatility 51.33% ~ 53.12% 24.09% ~ 34.77% Expected life 10 years 10 years Exercise multiples 2.2 to 2.8 times 2.2 to 2.8 times Weighted average fair value of underlying ordinary shares 8.36 8.88 |
Black-Scholes model | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of fair value of the options immediately before and after the modification | Before Modification After Modification Expected dividend yield 0% 0% Risk-free interest rate 3.00% 3.00% Expected volatility 42.55% 42.55% Expected life 4.5 years 4.5 years Exercise multiples 2.2 times 2.2 times Fair value of underlying ordinary shares 2.78 2.78 Exercise price 2.52 0.50 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment information | |
Schedule of revenues from different product groups and services | Year ended December 31, 2013 2014 2015 RMB RMB RMB Product revenues Apparel Shoes and bags Cosmetics Sportswear and sporting goods Home goods and other lifestyle products Toys, kids and baby Other goods Other revenues Total net revenues |
Organization and principal ac61
Organization and principal activities (Details) ¥ in Millions, $ in Millions | Aug. 27, 2010item | Aug. 22, 2008item | Dec. 31, 2015item | Jun. 24, 2014 | Dec. 31, 2012 | Jan. 20, 2011USD ($) | Jan. 20, 2011CNY (¥) |
Organization and principal activities | |||||||
Number of investors | 5 | ||||||
Original Investors | |||||||
Organization and principal activities | |||||||
Number of investors | 3 | ||||||
Vipshop HK | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
WFOE | |||||||
Organization and principal activities | |||||||
Initial registered capital on the date of incorporation | $ 1.6 | ¥ 10 | |||||
Percentage of shareholdings | 100.00% | ||||||
Vipshop Kunshan | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
Vipshop Jianyang | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
Vipshop Tianjin | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
Pinwei Software | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
Vipshop Zhuhai | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
Vipshop Hubei | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
Vipshop Chongqing | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
Vipshop Zhaoqing | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 100.00% | ||||||
Lefeng.com | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 75.00% | ||||||
Lefeng Shanghai | |||||||
Organization and principal activities | |||||||
Percentage of shareholdings | 75.00% | ||||||
Vipshop Information | |||||||
Organization and principal activities | |||||||
Number of investors | 5 | 5 | |||||
Vipshop Information | Mr. Shen | |||||||
Organization and principal activities | |||||||
Percentage Ownership Interest | 99.23% | 52.00% | |||||
Lefeng Information | Mr. Shen | |||||||
Organization and principal activities | |||||||
Percentage Ownership Interest | 75.00% | ||||||
Lefeng Information | Mr. Zhihui Yu | |||||||
Organization and principal activities | |||||||
Percentage Ownership Interest | 25.00% |
Summary of Significant Accoun62
Summary of Significant Accounting Policies (Details) | Aug. 27, 2010item | Aug. 22, 2008item | Aug. 31, 2015CNY (¥)item | Oct. 31, 2012item | Dec. 31, 2015USD ($)item | Dec. 31, 2015CNY (¥)item | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | Jul. 31, 2015CNY (¥) | Dec. 31, 2012CNY (¥) |
Principles of consolidation | |||||||||||
Number of investors | item | 5 | ||||||||||
Concurrent capital | $ 557,793,000 | ¥ 2,698,068,000 | ¥ 1,472,596,000 | ¥ 3,613,267,000 | ¥ 514,501,000 | ||||||
Current Liabilities: | |||||||||||
Accounts payable | (1,025,852,000) | (6,121,256,000) | (6,645,262,000) | ||||||||
Advance from customers | (310,225,000) | (1,422,935,000) | (2,009,578,000) | ||||||||
Accrued expenses and other current liabilities | (479,271,000) | (2,340,756,000) | (3,104,622,000) | ||||||||
Amounts due to related parties | (31,950,000) | (75,784,000) | (206,966,000) | ||||||||
Deferred income | (16,137,000) | (194,560,000) | (104,531,000) | ||||||||
Total current liabilities | (1,878,100,000) | (10,155,291,000) | (12,165,959,000) | ||||||||
Deferred tax liability | (27,080,000) | (242,697,000) | (175,416,000) | ||||||||
Deferred income-non current | (3,504,000) | (22,699,000) | |||||||||
Total liabilities | (2,535,159,000) | (14,252,973,000) | (16,422,255,000) | ||||||||
Total equity | 557,793,000 | 2,698,068,000 | 1,472,596,000 | 3,613,267,000 | ¥ 514,501,000 | ||||||
Results of operation of the VIE | |||||||||||
Net revenues | 6,206,307,000 | ¥ 40,203,212,000 | 23,129,313,000 | 10,420,794,000 | |||||||
Total operating expenses | (1,255,731,000) | (8,134,371,000) | (5,071,559,000) | (2,227,384,000) | |||||||
Net income | 232,906,000 | 1,508,712,000 | 752,593,000 | 321,220,000 | |||||||
Net cash provided by (used in) operating activities | 295,638,000 | 1,915,086,000 | 3,262,662,000 | 2,633,282,000 | |||||||
Net cash (used in) provided by investing activities | (453,443,000) | (2,937,309,000) | (4,253,380,000) | (1,941,839,000) | |||||||
Net cash provided by financing activities | (83,228,000) | (539,134,000) | 3,852,133,000 | 574,137,000 | |||||||
Amounts due to related parties | $ 20,251,000 | 131,182,000 | 19,776,000 | 4,641,000 | |||||||
Consolidated VIE and VIE's subsidiaries | |||||||||||
Financial position of the VIE | |||||||||||
Total assets | 5,532,899,000 | 4,673,422,000 | |||||||||
Current Liabilities: | |||||||||||
Accounts payable | (7,490,000) | (48,178,000) | |||||||||
Advance from customers | (1,217,429,000) | (879,848,000) | |||||||||
Accrued expenses and other current liabilities | (944,097,000) | (1,127,270,000) | |||||||||
Amounts due to related parties | (2,884,000) | (82,994,000) | |||||||||
Deferred income | (178,920,000) | (95,643,000) | |||||||||
Total current liabilities | (2,350,820,000) | (2,233,933,000) | |||||||||
Deferred tax liability | (116,000) | ||||||||||
Deferred income-non current | (3,573,000) | ||||||||||
Total liabilities | (2,350,820,000) | (2,237,622,000) | |||||||||
Results of operation of the VIE | |||||||||||
Net revenues | 7,388,637,000 | 18,794,999,000 | 10,409,186,000 | ||||||||
Total operating expenses | (1,542,401,000) | (2,269,740,000) | (1,257,654,000) | ||||||||
Net income | 226,986,000 | 162,955,000 | (11,954,000) | ||||||||
Net cash provided by (used in) operating activities | (1,363,805,000) | 1,052,069,000 | 2,370,276,000 | ||||||||
Net cash (used in) provided by investing activities | 1,018,250,000 | (890,327,000) | (1,474,294,000) | ||||||||
Net cash provided by financing activities | 809,740,000 | 12,665,000 | |||||||||
Assets collateralizing obligations of variable interest entity | 0 | 0 | |||||||||
Consolidated VIE and VIE's subsidiaries | Group's subsidiaries | |||||||||||
Results of operation of the VIE | |||||||||||
Amounts due to related parties | ¥ (1,649,956,000) | ¥ 718,759,000 | ¥ 1,790,104,000 | ||||||||
Vipshop Information | |||||||||||
Principles of consolidation | |||||||||||
Number of investors | item | 5 | 5 | 5 | ||||||||
Concurrent capital | ¥ 274,500,000 | 824,500,000 | ¥ 24,500,000 | ||||||||
Current Liabilities: | |||||||||||
Total equity | ¥ 274,500,000 | ¥ 824,500,000 | ¥ 24,500,000 | ||||||||
Vipshop Information | Mr. Shen | |||||||||||
Principles of consolidation | |||||||||||
Equity interest transferred from former shareholder to an existing shareholder (as a percent) | 22.00% | 10.40% | |||||||||
Number of former shareholders of Vipshop transfer equity interest to Mr. Shen | item | 2 | 1 | |||||||||
Equity interest (as a percent) | 99.23% | 99.23% | 52.00% | ||||||||
Vipshop Information | Mr. Arthur Xiaobo Hong | |||||||||||
Principles of consolidation | |||||||||||
Equity interest (as a percent) | 0.77% | 0.77% | 26.00% | ||||||||
Vipshop Information | Mr. Bin Wu | |||||||||||
Principles of consolidation | |||||||||||
Equity interest (as a percent) | 11.60% | ||||||||||
Vipshop Information | Mr. Xing Peng | |||||||||||
Principles of consolidation | |||||||||||
Equity interest (as a percent) | 10.40% | ||||||||||
Vipshop Information | WFOE | Exclusive Business Cooperation Agreement | |||||||||||
Principles of consolidation | |||||||||||
Fees payable in consideration of services, as a percentage of net income | 100.00% | 100.00% | |||||||||
Number of parties under the agreement | item | 2 | 2 | |||||||||
Term of agreement | 10 years | 10 years | |||||||||
Vipshop Information | WFOE | Exclusive Option Agreements | |||||||||||
Principles of consolidation | |||||||||||
Purchase price of the right to purchase equity interest of each equity holder of VIE | $ 1.54 | ¥ 10 | |||||||||
Vipshop Information | WFOE | Amended and Restated Exclusive Business Cooperation Agreement | |||||||||||
Principles of consolidation | |||||||||||
Fees payable in consideration of services, as a percentage of net income | 100.00% | 100.00% | |||||||||
Term of agreement | 10 years | 10 years | |||||||||
Number of days of which a prior written notice is required to terminate the agreement | 30 days | 30 days | |||||||||
Vipshop Information | WFOE | Amended and Restated Exclusive Option Agreement | |||||||||||
Principles of consolidation | |||||||||||
Term of agreement | 10 years | 10 years | |||||||||
Vipshop Information | WFOE | Exclusive Purchase Framework Agreement | |||||||||||
Principles of consolidation | |||||||||||
Term of agreement | 5 years | 5 years | |||||||||
Number of days of which a prior written notice is required to terminate the agreement | 15 days | 15 days |
Summary of Significant Accoun63
Summary of Significant Accounting Policies (Details 2) ¥ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥)item | Dec. 31, 2013CNY (¥) | Jan. 01, 2015item | Mar. 17, 2014 | Dec. 31, 2013USD ($) | |
Inventories | |||||||
General write-down | $ | $ 0 | ||||||
Summary of Significant Accounting Policies. | |||||||
Residual value of furniture, fixtures and equipment and motor vehicles (as a percent) | 5.00% | ||||||
Land use rights | |||||||
Amortization period for prepaid land use rights | 50 years | 50 years | |||||
Payment for purchase of land use right | $ 18,256,000 | ¥ 118,256 | ¥ 82,680 | ||||
Investment to an affiliate | |||||||
Accumulated impairment on investments in affiliates | 58,510 | 0 | |||||
Other investments | |||||||
Impairment Loss On Other Investment | 41,239 | 6,166 | ¥ 0 | ||||
Available for sale securities | |||||||
Impairments of available-for-sale securities | 0 | 0 | 0 | ||||
Impairment of long-lived assets (other than goodwill) | |||||||
Impairments | 0 | ¥ 0 | 0 | ||||
Revenue recognition | |||||||
Number of points that can be earned by customers for one RMB of purchase made | item | 1 | ||||||
Period of expiration of discount coupons after redemption | 3 months | ||||||
Number of Weipin Coin customers earn for one RMB of purchase made on vipshop.com platforms | item | 1 | ||||||
Deferred revenue related to reward points earned from prior purchases | ¥ 87,019 | ¥ 171,205 | $ 171,205 | ||||
Rate of business tax as a percentage of service revenues earned | 5.00% | 5.00% | |||||
Rate of business tax as a percentage of value-added tax | 6.00% | 6.00% | |||||
Cost of goods sold | |||||||
Inventory write-down | $ 45,377,000 | ¥ 293,946 | 218,108 | 205,378 | |||
Marketing expenses | |||||||
Advertising expenses | ¥ 1,022,398 | 787,687 | 436,233 | ||||
Non-compete agreement | |||||||
Intangible assets, net | |||||||
Estimated economic life | 3 years | 3 years | |||||
Minimum | Customer Relationship | |||||||
Intangible assets, net | |||||||
Estimated economic life | 4 years | 4 years | |||||
Minimum | Trademarks | |||||||
Intangible assets, net | |||||||
Estimated economic life | 2 years | 2 years | |||||
Minimum | Domain names | |||||||
Summary of Significant Accounting Policies. | |||||||
Estimated useful life | 2 years | 2 years | |||||
Intangible assets, net | |||||||
Estimated economic life | 2 years | 2 years | |||||
Maximum | Customer Relationship | |||||||
Intangible assets, net | |||||||
Estimated economic life | 5 years | 5 years | |||||
Maximum | Trademarks | |||||||
Intangible assets, net | |||||||
Estimated economic life | 5 years | 5 years | |||||
Maximum | Domain names | |||||||
Summary of Significant Accounting Policies. | |||||||
Estimated useful life | 3 years | 3 years | |||||
Intangible assets, net | |||||||
Estimated economic life | 3 years | 3 years | |||||
Notes | |||||||
Capitalization of interest | |||||||
Interest rate (as a percent) | 1.50% | 1.50% | |||||
Interest expenses incurred | ¥ 94,077 | 84,281 | 0 | ||||
Interest expenses capitalized | ¥ 8,315 | 9,033 | ¥ 0 | ||||
Reclassification of land use rights from operating activities to investing activities | Restatement adjustment | |||||||
Land use rights | |||||||
Payment for purchase of land use right | ¥ 127,156 | ||||||
Vip.com | |||||||
Revenue recognition | |||||||
Period of unconditional right of return offered to customers | 7 days | 7 days | |||||
Lefeng.com | |||||||
Revenue recognition | |||||||
Period of unconditional right of return offered to customers | 7 days | 7 days | |||||
Building | |||||||
Summary of Significant Accounting Policies. | |||||||
Estimated useful life | 20 years | 20 years | |||||
Furniture, fixtures and equipment | Minimum | |||||||
Summary of Significant Accounting Policies. | |||||||
Estimated useful life | 2 years | 2 years | |||||
Furniture, fixtures and equipment | Maximum | |||||||
Summary of Significant Accounting Policies. | |||||||
Estimated useful life | 10 years | 10 years | |||||
Motor vehicles | |||||||
Summary of Significant Accounting Policies. | |||||||
Estimated useful life | 5 years | 5 years | |||||
Software | |||||||
Summary of Significant Accounting Policies. | |||||||
Estimated useful life | 3 years | 3 years |
Summary of Significant Accoun64
Summary of Significant Accounting Policies (Details 3) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2012CNY (¥) | |
Foreign currency transactions and translations | ||||||
Cash and cash equivalents denominated in RMB | $ 513,196 | ¥ 3,324,384 | $ 739,565 | ¥ 4,790,751 | ¥ 2,026,264 | ¥ 775,477 |
Cumulative foreign currency translation adjustment | 20,707 | ¥ (32,976) | ||||
Convenience translation | ||||||
Convenience translation calculated at the rate of US$1.00 | 6.4778 | 6.4778 | ||||
Value added taxes | ||||||
Rate of VAT levied on PRC subsidiaries of the company (as a percent) | 17.00% | |||||
Foreign currency risk | Denominated in RMB | ||||||
Foreign currency transactions and translations | ||||||
Cash and cash equivalents denominated in RMB | ¥ 3,216,485 | ¥ 4,118,507 |
Summary of Significant Accoun65
Summary of Significant Accounting Policies (Details 4) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | |
Fair value of financial instruments | |||||
Available-for-sale investments-debt security | ¥ 0 | ¥ 269,736 | |||
Gross unrealized gains | ¥ 2,498 | 0 | |||
Gross unrealized losses | 10,281 | 0 | |||
Impairment charges | ¥ 0 | 0 | ¥ 0 | ||
Fair value of convertible senior notes | 4,696,773 | 4,346,278 | |||
Convertible senior notes | ¥ 3,854,985 | $ 626,475 | 4,058,181 | ||
Recurring | |||||
Fair value of financial instruments | |||||
Available-for-sale investments- marketable equity securities | 254,736 | ||||
Available-for-sale investments-debt security | 15,000 | ||||
Recurring | Level 1 | |||||
Fair value of financial instruments | |||||
Available-for-sale investments- marketable equity securities | 254,736 | ||||
Recurring | Level 2 | |||||
Fair value of financial instruments | |||||
Available-for-sale investments-debt security | ¥ 15,000 |
Significant acquisition and e66
Significant acquisition and equity transactions (Details) ¥ in Thousands, $ in Thousands | Feb. 14, 2014USD ($) | Feb. 14, 2014CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) |
Business Acquisition | |||||||
Payments to acquire businesses, net of cash acquired | $ 6,051 | ¥ 39,198 | ¥ 687,233 | ||||
Goodwill | 16,793 | 60,000 | ¥ 108,781 | ||||
Revenue | 6,206,307 | 40,203,212 | 23,129,313 | ¥ 10,420,794 | |||
Net losses | $ (232,906) | ¥ (1,508,712) | (752,593) | ¥ (321,220) | |||
Lefeng.com | |||||||
Business Acquisition | |||||||
Equity interest acquired (as a percent) | 75.00% | ||||||
Payments to acquire businesses, net of cash acquired | $ 112,500 | ¥ 687,233 | |||||
Acquisition cost amounted in general and administrative expenses | 3,100 | ||||||
Working capital, net | (14,501) | ||||||
Liabilities assumed | (122,000) | ||||||
Net tangible assets acquired | 40,296 | ||||||
Intangible assets | 1,248,024 | ||||||
Goodwill | 60,000 | ||||||
Deferred tax liabilities | (295,634) | ||||||
Noncontrolling interest | (228,952) | ||||||
Total consideration | 687,233 | ||||||
Revenue | 732,950 | ||||||
Net losses | ¥ 200,759 | ||||||
Customer Relationship | Lefeng.com | |||||||
Business Acquisition | |||||||
Intangible assets | ¥ 295,610 | ||||||
Weighted average amortization period at the acquisition date | 5 years | 5 years | |||||
Trademarks | Lefeng.com | |||||||
Business Acquisition | |||||||
Intangible assets | ¥ 882,287 | ||||||
Weighted average amortization period at the acquisition date | 5 years | 5 years | |||||
Non-compete agreement | Lefeng.com | |||||||
Business Acquisition | |||||||
Intangible assets | ¥ 70,127 | ||||||
Weighted average amortization period at the acquisition date | 3 years | 3 years |
Significant acquisition and e67
Significant acquisition and equity transactions (Details 2) ¥ in Thousands, $ in Thousands | Feb. 21, 2014USD ($) | Feb. 21, 2014CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) |
Business Acquisition | ||||||
Goodwill | ¥ 60,000 | $ 16,793 | ¥ 108,781 | |||
Ovation | ||||||
Business Acquisition | ||||||
Equity method ownership interest percentage | 23.00% | 23.00% | ||||
Consideration transferred for acquisition of interest in equity method investment | $ 55,777 | ¥ 339,303 | ||||
Zhengzhou Andaxin | ||||||
Business Acquisition | ||||||
Equity interest (as a percent) | 90.00% | |||||
Total consideration | ¥ 25,251 | |||||
Goodwill | 17,807 | |||||
Intangible assets | 0 | |||||
Explink | ||||||
Business Acquisition | ||||||
Equity interest (as a percent) | 68.93% | 37.50% | ||||
Total consideration | ¥ 6,058 | ¥ 6,058 | ||||
Fair value of equity interests acquired remeasured | 2,813 | |||||
Fair value of equity interest on the acquisition date | ¥ 2,315 | |||||
Goodwill | 11,057 | |||||
Intangible assets | 3,108 | |||||
Explink | Developed technology | ||||||
Business Acquisition | ||||||
Intangible assets | 3,108 | |||||
Estimated weighted average useful lives | 5 years | |||||
Certain logistic companies and other entities | ||||||
Business Acquisition | ||||||
Total consideration | ¥ 47,516 | |||||
Goodwill | 19,917 | |||||
Intangible assets | ¥ 0 | |||||
Certain logistic companies and other entities | Minimum | ||||||
Business Acquisition | ||||||
Equity interest (as a percent) | 50.00% |
Accounts Receivable (Details)
Accounts Receivable (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | |
Accounts receivable | |||
Accounts receivable | ¥ 41,447 | $ 54,250 | ¥ 351,423 |
Delivery service providers | |||
Accounts receivable | |||
Accounts receivable | ¥ 33,671 | 135,050 | |
Delivery service providers | Total accounts receivable | Accounts receivable | |||
Accounts receivable | |||
Concentration risk (as a percent) | 81.00% | ||
Other trade receivables | |||
Accounts receivable | |||
Accounts receivable | 190,792 | ||
Other | |||
Accounts receivable | |||
Accounts receivable | ¥ 7,776 | ¥ 25,581 |
Other Receivables and Prepaym69
Other Receivables and Prepayments (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Other Receivables and Prepayments | |||||
Deposits (Note a) | ¥ 127,130 | ¥ 210,758 | |||
Cash advanced to staff | 8,972 | 14,963 | |||
VAT receivable | 362,217 | 473,932 | |||
Interest receivable | 50,313 | 86,545 | |||
Advances to suppliers related to financing activities (Note b) | 113,652 | 559,857 | |||
Advances to suppliers related to procurement activities | 81,952 | 377,837 | |||
Prepaid expenses | 21,348 | 52,383 | |||
Receivables on behalf of staffs for options exercised and non-vested shares vested | 41,111 | ||||
Others | 5,657 | 63,959 | |||
Less: allowance for doubtful debts (note c) | (4,167) | (11,884) | |||
Total | $ 288,596 | 767,074 | ¥ 1,869,461 | ||
Allowance for doubtful debts: | |||||
Balance at beginning of the year | ¥ (4,167) | ||||
Allowance during the year | $ (1,835) | (11,884) | (4,167) | ¥ 191 | |
Write-offs during the year | 4,167 | ||||
Balance at end of the year | ¥ (11,884) | ¥ (4,167) |
Held-to-Maturity Securities (De
Held-to-Maturity Securities (Details) - Debt securities - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Held-to-Maturity Securities | ||
Amortized cost | ¥ 1,807,403 | ¥ 3,768,338 |
Amount of unrealized holding gain | 17,403 | 50,838 |
Amount of impairment recognized for held-to-maturity securities | 0 | 0 |
Amount of held-to-maturity securities sold | ¥ 0 | ¥ 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Property and Equipment, Net | |||||
Property and equipment, gross | ¥ 2,118,893 | ¥ 3,448,445 | |||
Less: accumulated depreciation | (207,440) | (498,841) | |||
Property and equipment, net | $ 455,340 | 1,911,453 | 2,949,604 | ||
Depreciation expenses | $ 44,985 | ¥ 291,401 | 109,990 | ¥ 54,288 | |
Fulfillment expenses | |||||
Property and Equipment, Net | |||||
Depreciation expenses | 145,375 | 28,634 | 19,453 | ||
Marketing expenses | |||||
Property and Equipment, Net | |||||
Depreciation expenses | 2,694 | 2,293 | 105 | ||
Technology and content expenses | |||||
Property and Equipment, Net | |||||
Depreciation expenses | 132,448 | 65,268 | 21,146 | ||
General and administrative expenses | |||||
Property and Equipment, Net | |||||
Depreciation expenses | ¥ 10,884 | 13,795 | ¥ 13,584 | ||
Building | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 2,021,245 | ||||
Furniture, fixtures and equipment | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 471,796 | 1,078,365 | |||
Leasehold improvements | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 120,608 | 118,043 | |||
Motor vehicles and software | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 64,357 | 71,950 | |||
Construction in process | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | ¥ 1,462,132 | ¥ 158,842 |
Land Use Rights, Net (Details)
Land Use Rights, Net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Land use rights, cost | ¥ 200,936 | ¥ 82,680 | ||
Less: accumulated amortization | 3,474 | 689 | ||
Land use rights, net | 197,462 | 81,991 | ||
Amortization expenses for land use rights | $ 430 | 2,785 | 689 | ¥ 0 |
Land in Zhaoqing City | ||||
Land use rights, cost | 112,457 | ¥ 82,680 | ||
Land in Tianjing City | ||||
Land use rights, cost | 37,905 | |||
Land in Jianyang City | ||||
Land use rights, cost | ¥ 50,574 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Finite-Lived Intangible Assets | |||||
Intangible assets, cost | ¥ 1,307,494 | ¥ 1,302,558 | |||
Less: Accumulated amortization | (251,638) | (541,282) | |||
Less: Impairment of intangible asset (note) | ¥ (16,907) | (16,907) | |||
Intangible assets, net | $ 114,911 | 1,038,949 | 744,369 | ||
Amortization expenses for intangible assets | $ 44,713 | 289,644 | 250,221 | ¥ 1,389 | |
Expected amortization expenses | |||||
2,016 | 310,680 | ||||
2,017 | 307,567 | ||||
2,018 | 126,122 | ||||
Domain names | |||||
Finite-Lived Intangible Assets | |||||
Intangible assets, cost | 14,429 | 14,983 | |||
Less: Accumulated amortization | (5,371) | (11,869) | |||
Intangible assets, net | 9,058 | 3,114 | |||
Customer Relationship | |||||
Finite-Lived Intangible Assets | |||||
Intangible assets, cost | 300,249 | 295,610 | |||
Less: Accumulated amortization | (54,399) | (116,954) | |||
Intangible assets, net | 245,850 | 178,656 | |||
Trademarks | |||||
Finite-Lived Intangible Assets | |||||
Intangible assets, cost | 896,224 | 893,390 | |||
Less: Accumulated amortization | (162,453) | (360,167) | |||
Intangible assets, net | 733,771 | 533,223 | |||
Non-compete agreement | |||||
Finite-Lived Intangible Assets | |||||
Intangible assets, cost | 71,228 | 70,127 | |||
Less: Accumulated amortization | (20,958) | (43,830) | |||
Intangible assets, net | 50,270 | 26,297 | |||
Others. | |||||
Finite-Lived Intangible Assets | |||||
Intangible assets, cost | 25,364 | 28,448 | |||
Less: Accumulated amortization | (8,457) | (8,462) | |||
Less: Impairment of intangible asset (note) | ¥ (16,907) | ¥ (16,907) | |||
Intangible assets, net | ¥ 3,079 |
Investment in Affiliates (Detai
Investment in Affiliates (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | Mar. 31, 2015USD ($) | Feb. 21, 2014USD ($) | Feb. 21, 2014CNY (¥) | |
Investment in Affiliates | ||||||||
Investment in Affiliates | $ 39,011 | ¥ 287,390 | ¥ 252,706 | |||||
Share of loss of affiliates | $ 12,977 | ¥ 84,063 | 62,716 | ¥ 0 | ||||
Impairment loss for investment in affiliate | ¥ 58,510 | 0 | ¥ 0 | |||||
Others | ||||||||
Investment in Affiliates | ||||||||
Investment in Affiliates | 5,133 | 29,385 | ||||||
Ovation | ||||||||
Investment in Affiliates | ||||||||
Investment in Affiliates | 279,244 | 137,401 | ||||||
Equity method ownership interest percentage | 23.00% | 23.00% | ||||||
Consideration for equity method investment | $ 55,777 | ¥ 339,303 | ||||||
Explink | ||||||||
Investment in Affiliates | ||||||||
Investment in Affiliates | ¥ 3,013 | |||||||
Feiyuan | ||||||||
Investment in Affiliates | ||||||||
Investment in Affiliates | ¥ 85,920 | |||||||
Equity method ownership interest percentage | 42.61% | |||||||
Consideration for equity method investment | $ | $ 95,409 |
Other Investments (Details)
Other Investments (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other Investments | |||
Cost | ¥ 531,101 | ¥ 108,958 | |
Less: Impairment | (41,239) | (6,166) | ¥ 0 |
Total | 489,862 | 102,792 | |
WangZhi Technology Limited. | |||
Other Investments | |||
Cost | 161,417 | 13,036 | |
Qima Holdings Limited. | |||
Other Investments | |||
Cost | 69,960 | ||
BabySpace Corporation | |||
Other Investments | |||
Cost | 64,778 | ||
Hifashion Group Inc. | |||
Other Investments | |||
Cost | 64,778 | 62,046 | |
Other Investments. | |||
Other Investments | |||
Cost | ¥ 170,168 | ¥ 33,876 |
Available-for-Sale Securities76
Available-for-Sale Securities Investments, Non-Current (Details) - CNY (¥) ¥ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Available-for-Sale Securities Investments, Non-Current | ||||
Original cost | ¥ 283,685 | |||
Gross unrealized gains | 2,498 | |||
Gross unrealized losses | (10,281) | |||
Provision for decline in value | (6,166) | |||
Fair value | 269,736 | ¥ 0 | ||
Impairments of available-for-sale securities | 0 | ¥ 0 | ¥ 0 | |
SRP Groupe. | ||||
Available-for-Sale Securities Investments, Non-Current | ||||
Original cost | 214,508 | |||
Gross unrealized gains | 1,822 | |||
Fair value | 216,330 | |||
Ensogo Limited | ||||
Available-for-Sale Securities Investments, Non-Current | ||||
Original cost | 48,011 | |||
Gross unrealized losses | (10,281) | |||
Fair value | 37,730 | |||
Shanghai Andatong Information Security Technology Co., Ltd. | ||||
Available-for-Sale Securities Investments, Non-Current | ||||
Original cost | 15,000 | |||
Fair value | 15,000 | |||
Ahalife Holdings Inc | ||||
Available-for-Sale Securities Investments, Non-Current | ||||
Original cost | 6,166 | |||
Gross unrealized gains | 676 | |||
Provision for decline in value | (6,166) | |||
Fair value | ¥ 676 | |||
Equity interest acquired (as a percent) | 1.50% |
Other Long-Term Assets (Details
Other Long-Term Assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
Other Long-Term Assets | |||
Deposit for land use rights | ¥ 1,873,553 | ||
Prepayment for investments | 57,000 | ¥ 40,503 | |
Others | 5,754 | ||
Total | $ 298,914 | ¥ 1,936,307 | ¥ 40,503 |
Goodwill (Details)
Goodwill (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
Carrying amount of goodwill | |||
Balance at beginning of period | ¥ 60,000 | ||
Balance at end of period | $ 16,793 | 108,781 | ¥ 60,000 |
Impairment loss in goodwill recognized | 0 | 0 | |
Lefeng.com | |||
Carrying amount of goodwill | |||
Addition for acquisition | ¥ 60,000 | ||
Zhengzhou Andaxin | |||
Carrying amount of goodwill | |||
Addition for acquisition | 17,807 | ||
Balance at end of period | 17,807 | ||
Explink | |||
Carrying amount of goodwill | |||
Addition for acquisition | 11,057 | ||
Balance at end of period | 11,057 | ||
Certain logistic companies and other entities | |||
Carrying amount of goodwill | |||
Addition for acquisition | 19,917 | ||
Balance at end of period | ¥ 19,917 |
Accrued Expenses and Other Cu79
Accrued Expenses and Other Current Liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
Accrued Expenses and Other Current Liabilities | |||
Accrued advertising expense | ¥ 193,785 | ¥ 186,766 | |
Accrued shipping and handling expenses | 1,032,123 | 573,846 | |
Accrued payroll | 425,102 | 327,111 | |
Social benefit provision | 60,911 | 27,407 | |
Deposits from delivery service providers | 93,629 | 75,547 | |
Other tax payable | 38,264 | 106,758 | |
Income tax payable | 216,770 | 102,390 | |
VAT tax payable | 289,633 | 345,751 | |
Accrued rental expenses | 58,276 | 38,829 | |
Accrued administrative expenses | 52,672 | 32,406 | |
Amounts received on behalf of third-party merchants | 388,388 | 446,876 | |
Payables for repurchase of ordinary shares | $ 30,028 | 194,514 | |
Interest payable | 17,385 | 17,398 | |
Others | 43,170 | 59,671 | |
Total | $ 479,271 | ¥ 3,104,622 | ¥ 2,340,756 |
Employee Retirement Benefit (De
Employee Retirement Benefit (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Retirement Benefit | |||
Contributions and accruals to employee retirement benefit plan | ¥ 337,762 | ¥ 196,778 | ¥ 69,798 |
Short term loans (Details)
Short term loans (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | |
Short term loans | ||
Outstanding amount | $ 14,665 | ¥ 95,000 |
Short-term loan with a domestic bank in the PRC | ||
Short term loans | ||
Outstanding amount | ¥ 95,000 | |
Interest rate (as a percent) | 4.35% | 4.35% |
Maturity term | 3 months | |
Amount of held-to-maturity securities pledged to secure the loan | ¥ 100,000 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Nov. 04, 2014 | Nov. 03, 2014$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015CNY (¥) | Nov. 02, 2014 | Mar. 17, 2014USD ($)$ / shares | Mar. 17, 2014CNY (¥) | Mar. 16, 2013$ / shares |
ADS | |||||||||
Convertible Senior Notes | |||||||||
ADS ratio to ordinary shares | 5 | 0.20 | |||||||
Ordinary shares, par value | $ 0.001 | ||||||||
Notes | |||||||||
Convertible Senior Notes | |||||||||
Aggregate principal amount of convertible notes | $ 632,500 | ¥ 4,097,209 | |||||||
Interest rate (as a percent) | 1.50% | 1.50% | 1.50% | 1.50% | |||||
Redemption price due to fundamental change as percentage of principal amount | 100.00% | 100.00% | |||||||
Net proceeds from the Notes offering | $ 617,191 | ¥ 3,998,040 | |||||||
Discounts to initial purchaser | 14,231 | ¥ 92,186 | |||||||
Debt issuance costs | $ 1,078 | ¥ 6,983 | |||||||
Notes | ADS | |||||||||
Convertible Senior Notes | |||||||||
ADS ratio to ordinary shares | 0.2 | 0.2 | |||||||
Conversion ratio | 4.9693 | 49.693 | |||||||
Conversion price per $1,000 of principal amount | $ 20.124 | $ 201.24 |
Distribution of Profit (Details
Distribution of Profit (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Distribution of Profit | |||
Reserve level threshold for mandatory transfer requirement (as a percent) | 50.00% | ||
Percentage of annual appropriation to general reserve fund required | 10.00% | ||
Transferred to general reserve | ¥ 234,425 | ¥ 135,797 | ¥ 55,190 |
Distribution of Profit | |||
Amount of restricted capital and reserves not available for dividend distribution | 1,957,529 | 1,157,529 | |
WFOE | |||
Distribution of Profit | |||
Amount of restricted capital and reserves not available for dividend distribution | 1,128,029 | 1,128,029 | |
Consolidated VIE and VIE's subsidiaries | |||
Distribution of Profit | |||
Amount of restricted capital and reserves not available for dividend distribution | ¥ 829,500 | ¥ 29,500 |
Capital Structure (Details)
Capital Structure (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Sep. 15, 2014item | Mar. 17, 2014USD ($)$ / sharesshares | Mar. 17, 2014USD ($)$ / sharesshares | Mar. 31, 2013USD ($)shares | Mar. 31, 2013CNY (¥)shares | Dec. 31, 2015shares | Dec. 31, 2014shares | Dec. 31, 2013shares | Nov. 03, 2014 | Nov. 02, 2014 | Mar. 17, 2014CNY (¥) |
Capital Structure | |||||||||||
Number of additional ADSs from certain selling shareholders | 171,000 | ||||||||||
Shares issued as a result of exercises of share options by employees and a consultant | 956,587 | 1,883,977 | 1,905,026 | ||||||||
Notes | |||||||||||
Capital Structure | |||||||||||
Aggregate principal amount of convertible notes | $ 632,500 | $ 632,500 | ¥ 4,097,209 | ||||||||
Interest rate (as a percent) | 1.50% | 1.50% | 1.50% | 1.50% | |||||||
Initial public offering | |||||||||||
Capital Structure | |||||||||||
Number of shares issued to investors | 2,280,000 | ||||||||||
Initial public offering | Notes | |||||||||||
Capital Structure | |||||||||||
Aggregate principal amount of convertible notes | $ 550,000 | $ 550,000 | ¥ 3,562,790 | ||||||||
Follow-on offering | Notes | |||||||||||
Capital Structure | |||||||||||
Aggregate principal amount of convertible notes | $ 82,500 | $ 82,500 | ¥ 534,419 | ||||||||
ADS | |||||||||||
Capital Structure | |||||||||||
Public offering price (per ADS) | $ / shares | $ 143.74 | $ 143.74 | |||||||||
ADS ratio to ordinary shares | 5 | 0.20 | |||||||||
ADS | Notes | |||||||||||
Capital Structure | |||||||||||
ADS ratio to ordinary shares | 0.2 | 0.2 | 0.2 | ||||||||
ADS | Initial public offering | |||||||||||
Capital Structure | |||||||||||
Number of shares issued to investors | 1,140,000 | ||||||||||
Class A ordinary shares | |||||||||||
Capital Structure | |||||||||||
Number of votes entitled per share | item | 1 | ||||||||||
Proceeds from issuance of ordinary shares upon vesting of shares awards | 1,100,618 | 988,723 | 476,065 | ||||||||
Class A ordinary shares | Follow-on offering | |||||||||||
Capital Structure | |||||||||||
Number of shares issued to investors | 8,000,000 | 8,000,000 | |||||||||
Gross proceeds received on share issuance | $ 91,920 | ¥ 571,320 | |||||||||
Direct costs of equity issuance | $ 1,572 | ¥ 9,769 | |||||||||
Class B ordinary shares | |||||||||||
Capital Structure | |||||||||||
Number of votes entitled per share | item | 10 |
Treasury Stock (Details)
Treasury Stock (Details) ¥ in Thousands, $ in Millions | Nov. 17, 2015USD ($) | Dec. 31, 2015CNY (¥)shares |
Treasury Stock | ||
Repurchase of treasury stock (in shares) | shares | 1,614,135 | |
Repurchase of treasury stock | ¥ 844,711 | |
Considerations for shares repurchase program not yet paid | ¥ 194,514 | |
ADS | ||
Treasury Stock | ||
Term of share repurchase program | 24 months | |
ADS | Maximum | ||
Treasury Stock | ||
Stock repurchase program, authorized amount | $ | $ 300 |
Other Income (Details)
Other Income (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Other Income | ||||
Government grants | ¥ 282,330 | ¥ 121,463 | ¥ 38,645 | |
Claims for goods insurance | 11,136 | 27,754 | 10,432 | |
Others | 14,965 | 4,760 | 4,409 | |
Total other income | $ 47,614 | ¥ 308,431 | ¥ 153,977 | ¥ 53,486 |
Income Taxes (Details)
Income Taxes (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥)$ / shares | Dec. 31, 2014CNY (¥) | Dec. 31, 2013$ / shares | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Income Taxes | |||||||
Unrecognized tax benefits | ¥ 0 | ¥ 0 | ¥ 0 | ||||
Components of income tax expense | |||||||
Current tax | ¥ 561,001 | 464,025 | ¥ 182,270 | ||||
Deferred tax | (103,256) | (218,993) | (68,338) | ||||
Total tax expenses | $ 70,664 | 457,745 | 245,032 | 113,932 | |||
Undistributed earnings of the Group's subsidiaries and the VIE in the PRC | 1,839,900 | 1,839,900 | 4,148,100 | ||||
Deferred income tax liability not recorded in respect of undistributed earnings | 92,000 | 92,000 | 207,400 | ||||
Provision for the Chinese dividend withholding taxes | 0 | 0 | |||||
Reconciliation of the income tax expense to income before income tax and share of loss of affiliates | |||||||
Income before income tax and share of loss of affiliates | 316,547 | 2,050,520 | 1,060,341 | 435,152 | |||
Computed income tax expense at PRC EIT tax rate | 512,630 | 265,085 | 108,788 | ||||
Effect of non-deductible expenses, including: | |||||||
Share-based compensation expenses | 75,735 | 56,374 | 19,126 | ||||
Other non-deductible expenses | 4,259 | 9,487 | 2,164 | ||||
Effect of different tax rates of a subsidiary operating in other jurisdiction | 392 | 578 | (1,000) | ||||
Effect of tax holidays on concessionary rates | (144,958) | (46,159) | (12,059) | ||||
Effect of non-taxable income | (7,242) | (20,271) | |||||
Change in valuation allowance | 10,444 | (15,891) | (3,087) | ||||
Others | 6,485 | (4,171) | |||||
Total tax expenses | 70,664 | 457,745 | 245,032 | 113,932 | |||
Aggregate amount and per share effect of the tax holidays and tax concessions | |||||||
The aggregate effect | ¥ 144,958 | 46,159 | ¥ 12,059 | ||||
Deferred tax assets: | |||||||
Net operating loss carry forwards | 65,279 | 65,279 | 59,652 | ||||
Allowance for doubtful debts | 1,633 | 1,633 | 1,083 | ||||
Allowance for intangible assets and other investments | 6,842 | 6,842 | 9,678 | ||||
Inventory write-down | 19,009 | 19,009 | 33,116 | ||||
Payroll payable and other accruals | 59,651 | 59,651 | 28,490 | ||||
Deferred revenue | 108,153 | 108,153 | 93,590 | ||||
Advertising expenses | 24,354 | 24,354 | 24,354 | ||||
Others | 974 | 974 | 983 | ||||
Less: valuation allowance | (52,746) | (52,746) | (48,943) | ||||
Total deferred tax assets-current | $ 31,184 | 233,149 | 233,149 | 202,003 | |||
Deferred tax liability: | |||||||
Intangible assets | 242,697 | 242,697 | 175,416 | ||||
Total deferred tax liability-non-current | 242,697 | ¥ 242,697 | ¥ 175,416 | ||||
Cayman Islands | |||||||
Income Taxes | |||||||
Withholding tax upon payments of dividends (as a percent) | 0.00% | 0.00% | |||||
Hong Kong | |||||||
Income Taxes | |||||||
Current rate of taxation (as a percent) | 16.50% | 16.50% | 16.50% | 16.50% | |||
People's Republic of China | |||||||
Income Taxes | |||||||
Income tax rate (as a percent) | 25.00% | 25.00% | |||||
Threshold annual primary business revenue as percentage of total enterprise revenue | 70.00% | 70.00% | |||||
Period of statute of limitations, if underpayment of income taxes is due to computational errors | 3 years | 3 years | |||||
Period of statute of limitations under special circumstances not clearly defined | 5 years | 5 years | |||||
Minimum underpayment of income tax liability subject to five years statute of limitations | ¥ 100 | ||||||
Minimum underpayment of income tax liability, which attracts five years statute of limitations | $ | $ 15 | ||||||
Period of statute of limitations in case of transfer pricing related adjustment | 10 years | 10 years | |||||
Components of income tax expense | |||||||
Withholding tax rate for dividends paid by PRC subsidiaries (as a percent) | 10.00% | 10.00% | |||||
Threshold percentage ownership by residents which meet the criteria of beneficial owner in the Hong Kong SAR for withholding tax (as a percent) | 25.00% | 25.00% | |||||
Withholding tax rate for subsidiary 25% or more directly owned by residents which meet the criteria of beneficial owner in Hong Kong SAR (as a percent) | 5.00% | 5.00% | |||||
Deferred tax liability: | |||||||
Tax loss carried forward of certain subsidiaries and the variable interest entities | ¥ 273,041 | ¥ 273,041 | ¥ 238,606 | ||||
People's Republic of China | Vipshop Chongqing | |||||||
Income Taxes | |||||||
Preferential tax rate (as a percent) | 15.00% | 15.00% | |||||
People's Republic of China | Vipshop Jianyang | |||||||
Income Taxes | |||||||
Preferential tax rate (as a percent) | 15.00% | 15.00% | |||||
Pinwei Software | |||||||
Income Taxes | |||||||
Preferential tax rate (as a percent) | 15.00% | 15.00% | |||||
Class A and Class B ordinary shares | |||||||
Aggregate amount and per share effect of the tax holidays and tax concessions | |||||||
Per share effect - basic (in dollars per share) | $ / shares | $ 1.25 | ¥ 0.41 | $ 0.11 | ||||
Per share effect - diluted (in dollars per share) | $ / shares | $ 1.21 | ¥ 0.38 | $ 0.10 |
Earnings Per Share (Details)
Earnings Per Share (Details) ¥ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)shares | Dec. 31, 2015CNY (¥)¥ / sharesshares | Dec. 31, 2014CNY (¥)¥ / sharesshares | Dec. 31, 2013CNY (¥)¥ / sharesshares | |
Securities excluded from the computation of diluted net earnings per share (in shares) | 0 | 0 | 0 | 0 |
Numerator: | ||||
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share | $ 245,403 | ¥ 1,589,665 | ¥ 841,286 | ¥ 321,220 |
Common Class A and B shares | ||||
Numerator: | ||||
Earnings attributable to Class A and Class B ordinary shareholders for computing basic earnings per Class A and Class B ordinary share | ¥ | 1,589,665 | 841,286 | 321,220 | |
Net earnings attributable to Class A and Class B ordinary shareholders for computing diluted earnings per Class A and Class B ordinary share | ¥ | ¥ 1,589,665 | ¥ 841,286 | ¥ 321,220 | |
Denominator: | ||||
Weighted average number of Class A and Class B ordinary shares outstanding for computing basic earnings per Class A and Class B ordinary share | 115,736,092 | 115,736,092 | 113,310,682 | 108,962,637 |
Dilutive employee share options and non-vested ordinary shares | 4,431,971 | 4,431,971 | 6,916,902 | 6,532,536 |
Weighted average number of Class A and Class B ordinary shares outstanding for computing diluted earnings per Class A and Class B ordinary share | 120,168,063 | 120,168,063 | 120,227,584 | 115,495,173 |
Basic earnings per Class A and Class B ordinary shares (in dollars per share) | ¥ / shares | ¥ 13.74 | ¥ 7.42 | ¥ 2.95 | |
Diluted earnings per Class A and Class B ordinary shares (in dollars per share) | ¥ / shares | ¥ 13.23 | ¥ 7 | ¥ 2.78 |
Commitments and contingencies89
Commitments and contingencies (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Rental expenses | ¥ 191,253 | ¥ 163,332 | ¥ 84,044 |
Minimum lease payments under non-cancellable leases | |||
Year ending December 31, 2016 | 238,562 | ||
Year ending December 31, 2017 | 189,542 | ||
Year ending December 31, 2018 | 168,363 | ||
Year ending December 31, 2019 | 130,061 | ||
Year ending December 31, 2020 | 59,781 | ||
Over December 31, 2020 | 101,698 | ||
Total minimum lease payments | 888,007 | ||
Capital commitment | |||
Commitment capital expenditures | ¥ 850,741 | ||
Minimum | |||
Term of renewal | 1 year | ||
Maximum | |||
Term of renewal | 10 years |
Related Party Transactions (Det
Related Party Transactions (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | |
Related Party Transactions | |||||
Purchase of goods (Note a) | ¥ 111,191 | ¥ 585,494 | ¥ 22,654 | ||
Delivery services (Note b) | 469,974 | ||||
Other advertising income | ¥ 4,027 | ||||
Amounts due from related parties | 30,991 | $ 4,918 | ¥ 31,856 | ||
Related Party | |||||
Amounts due to affiliates and companies controlled or significantly influenced by shareholders related to purchases of goods or logistic services | 70,548 | 206,966 | |||
Series A and Series B Preferred Shares investors | |||||
Related Party | |||||
Outstanding loan balances due to related party | ¥ 5,236 | ¥ 0 |
Share-based Payments (Details)
Share-based Payments (Details) | 12 Months Ended | 24 Months Ended | ||||||
Dec. 31, 2015USD ($)¥ / shares$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Dec. 31, 2012USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jul. 31, 2014shares | Mar. 31, 2011shares | |
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | $ / shares | $ 0.72 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 0 | 0 | 450,569 | |||||
Expiration period from grant date | 10 years | |||||||
Post-termination exercise period | 9 months | |||||||
Maximum period of authorized leave of absence after which vesting shall be suspended | 90 days | |||||||
Options outstanding | ||||||||
Outstanding at the beginning of the period (in shares) | 3,404,909 | 5,440,760 | 7,402,842 | 5,440,760 | ||||
Granted (in shares) | 0 | 0 | 450,569 | |||||
Exercised (in shares) | (956,587) | (1,883,977) | (1,905,026) | |||||
Forfeited (in shares) | (11,451) | (151,874) | (507,625) | |||||
Outstanding at the end of the period (in shares) | 2,436,871 | 3,404,909 | 5,440,760 | 2,436,871 | ||||
Non-vested at the end of the period (in shares) | 511,863 | 511,863 | 511,863 | |||||
Vested and expected to vest at the end of the period (in shares) | 2,432,545 | 2,432,545 | 2,432,545 | |||||
Exercisable at the end of the period (in shares) | 1,911,057 | 1,911,057 | 1,911,057 | |||||
Weighted average exercise price per share | ||||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 1.26 | $ 1.18 | $ 1.16 | $ 1.18 | ||||
Granted (in dollars per share) | $ / shares | $ 0.72 | |||||||
Exercised (in dollars per share) | $ / shares | 1.04 | 0.95 | 1.18 | |||||
Forfeited (in dollars per share) | $ / shares | 2.29 | 2.52 | 0.84 | |||||
Outstanding at the end of the period (in dollars per share) | $ / shares | 1.33 | $ 1.26 | $ 1.18 | 1.33 | ||||
Vested and expected to vest at the end of the period (in dollars per share) | $ / shares | $ 1.33 | 1.33 | 1.33 | |||||
Exercisable at the end of the period (in dollars per share) | $ / shares | 1.51 | $ 1.51 | 1.51 | |||||
Weighted average remaining contractual life per share | ||||||||
Exercised | 11 days | 4 months 17 days | ||||||
Forfeited | 1 month 2 days | 1 year 2 months 9 days | ||||||
Outstanding at the end of the period | 2 months 9 days | 8 months 9 days | 1 year 4 months 13 days | |||||
Vested and expected to vest at the end of the period | 2 months 9 days | |||||||
Exercisable at the end of the period | 2 months 1 day | |||||||
Weighted average fair value at grant date | ||||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 6.31 | $ 4.13 | 6.31 | |||||
Granted (in dollars per share) | $ / shares | 8.88 | |||||||
Exercised (in dollars per share) | $ / shares | $ 3.07 | 3.38 | 3.95 | |||||
Forfeited (in dollars per share) | $ / shares | 2.29 | 5.21 | 3.09 | |||||
Outstanding at the end of the period (in dollars per share) | $ / shares | 6.31 | $ 4.13 | ||||||
Non-vested at the end of the period (in dollars per share) | $ / shares | $ 3.58 | 3.58 | 3.58 | |||||
Weighted average intrinsic value per option | ||||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | 96.44 | 40.66 | $ 40.66 | |||||
Exercised (in dollars per share) | $ / shares | 75.31 | 96.75 | ||||||
Forfeited (in dollars per share) | $ / shares | $ 74.06 | |||||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 96.44 | $ 40.66 | ||||||
Aggregate intrinsic value | ||||||||
Outstanding at the beginning of the period | $ | $ 328,383,350 | $ 221,196,775 | $ 57,439,086 | $ 221,196,775 | ||||
Granted | $ | 18,525,384 | |||||||
Exercised | $ | 72,038,452 | 182,277,923 | 77,465,467 | |||||
Forfeited | $ | 848,073 | |||||||
Outstanding at the end of the period | $ | $ 328,383,350 | $ 221,196,775 | $ 57,439,086 | |||||
Vested and expected to vest at the end of the period | $ | $ 182,482,520 | 182,482,520 | 182,482,520 | |||||
Exercisable at the end of the period | $ | $ 143,031,421 | $ 143,031,421 | $ 143,031,421 | |||||
Binomial model | ||||||||
Assumptions used in valuation of the fair value of the share options | ||||||||
Expected dividend yield (as a percent) | 0.00% | 0.00% | ||||||
Expected life | 10 years | 10 years | ||||||
Weighted average fair value of underlying ordinary shares | $ / shares | $ 8.88 | $ 8.36 | ||||||
Binomial model | Minimum | ||||||||
Assumptions used in valuation of the fair value of the share options | ||||||||
Risk-free interest rate (as a percent) | 3.19% | 2.54% | ||||||
Expected volatility (as a percent) | 24.09% | 51.33% | ||||||
Exercise multiples | 2.2 | 2.2 | ||||||
Binomial model | Maximum | ||||||||
Assumptions used in valuation of the fair value of the share options | ||||||||
Risk-free interest rate (as a percent) | 3.30% | 3.00% | ||||||
Expected volatility (as a percent) | 34.77% | 53.12% | ||||||
Exercise multiples | 2.8 | 2.8 | ||||||
Employees | Binomial model | ||||||||
Assumptions used in valuation of the fair value of the share options | ||||||||
Estimated forfeiture rate (as a percent) | 13.00% | 13.00% | 12.00% | |||||
Key management | Binomial model | ||||||||
Assumptions used in valuation of the fair value of the share options | ||||||||
Estimated forfeiture rate (as a percent) | 0.00% | 0.00% | 0.00% | |||||
Awards granted on March 18, 2011 with exercise price of $0.5 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | $ 0.5 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 1,470,000 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 36.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0277778 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 1,470,000 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 0.5 | |||||||
Awards granted on March 18, 2011 with exercise price of $0.5 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 0.5 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 183,750 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 29.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 183,750 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 0.5 | |||||||
Awards granted on March 18, 2011 with exercise price of $0.5 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 0.5 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 735,000 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 37.50% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 735,000 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 0.5 | |||||||
Awards granted on March 18, 2011 with exercise price of $0.5 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 0.5 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 735,000 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 56.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 735,000 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 0.5 | |||||||
Awards granted on March 18, 2011 with exercise price of $0.5 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 0.5 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 367,500 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 33.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 367,500 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 0.5 | |||||||
Awards granted on March 28, 2011 with exercise price of $0.5 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 0.5 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 945,000 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 945,000 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 0.5 | |||||||
Awards granted on July 10, 2011 with exercise price of $0.5 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 0.5 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 50,000 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 50,000 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 0.5 | |||||||
Awards granted on August 30, 2011 with exercise price of $2.52 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 2.52 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 819,638 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 819,638 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 2.52 | |||||||
Awards granted on November 30, 2011 with exercise price of $2.52 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 2.52 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 551,250 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 551,250 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 2.52 | |||||||
Awards granted on November 30, 2011 with exercise price of $2.50 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 2.50 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 1,310,000 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 1,310,000 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 2.50 | |||||||
Awards granted on February 1, 2012 with exercise price of $2.52 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 2.52 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 204,910 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 204,910 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 2.52 | |||||||
Awards granted on April 16, 2012 with exercise price of $ 2.50 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 2.50 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 553,138 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 553,138 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 2.50 | |||||||
Awards granted on January 1, 2013 with exercise price of $0.50 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 0.50 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 400,000 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 400,000 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | 0.50 | |||||||
Awards granted on March 22, 2013 with exercise price of $2.50 | ||||||||
Share-based Payments | ||||||||
Exercise Price per share (in dollars per share) | ¥ / shares | 2.50 | |||||||
Number of options granted to executive officers, employees and a non-employee of the Group (in shares) | 50,569 | |||||||
Percentage of options granted, vesting at the first anniversary of grant date | 25.00% | |||||||
Percentage of options granted, vesting at the end of each month after the first anniversary | 0.0208333 | |||||||
Options outstanding | ||||||||
Granted (in shares) | 50,569 | |||||||
Weighted average exercise price per share | ||||||||
Granted (in dollars per share) | ¥ / shares | $ 2.50 | |||||||
2011 Plan | Class A ordinary shares | ||||||||
Share-based Payments | ||||||||
Number of ordinary shares authorized as stock based compensation | 7,350,000 | |||||||
2012 Plan | ||||||||
Share-based Payments | ||||||||
Maximum aggregate number of shares that may be issued per calendar year | 1,500,000 | |||||||
2012 Plan | Class A ordinary shares | ||||||||
Share-based Payments | ||||||||
Number of ordinary shares authorized as stock based compensation | 9,000,000 | |||||||
2014 Plan | ||||||||
Share-based Payments | ||||||||
Automatic increase of authorized ordinary shares | 1.50% | |||||||
2014 Plan | Class A ordinary shares | ||||||||
Share-based Payments | ||||||||
Number of ordinary shares authorized as stock based compensation | 5,366,998 |
Share-based Payments (Details 2
Share-based Payments (Details 2) ¥ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2012$ / shares | Jul. 31, 2012CNY (¥)shares | Dec. 31, 2015CNY (¥)$ / shares | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥)$ / shares | Dec. 31, 2013CNY (¥) | |
Additional information related to stock options | |||||||
Share-based payment expenses related to share options granted | ¥ 302,941 | ¥ 225,494 | ¥ 76,505 | ||||
Fair value of shares vested | 24,603 | 35,226 | |||||
Options approved for modification (in shares) | shares | 819,638 | ||||||
Incremental compensation cost resulting from modification | ¥ 7,177 | ||||||
Incremental compensation cost resulting from modification recorded during the period | ¥ 1,011 | ¥ 1,011 | ¥ 1,465 | ¥ 1,468 | 1,468 | ||
Assumptions used in valuation of the fair value of the share options | |||||||
Exercise Price per share (in dollars per share) | $ / shares | ¥ 0.72 | ||||||
Before Modification | |||||||
Assumptions used in valuation of the fair value of the share options | |||||||
Expected dividend yield (as a percent) | 0.00% | ||||||
Risk-free interest rate (as a percent) | 3.00% | ||||||
Expected Volatility (as a percent) | 42.55% | ||||||
Expected life | 4 years 6 months | 4 years 6 months | |||||
Exercise multiples | 2.2 | 2.2 | |||||
Fair value of underlying ordinary shares (in dollars per share) | $ / shares | ¥ 2.78 | ||||||
Exercise Price per share (in dollars per share) | $ / shares | $ 2.52 | 2.52 | |||||
After Modification | |||||||
Assumptions used in valuation of the fair value of the share options | |||||||
Expected dividend yield (as a percent) | 0.00% | ||||||
Risk-free interest rate (as a percent) | 3.00% | ||||||
Expected Volatility (as a percent) | 42.55% | ||||||
Expected life | 4 years 6 months | 4 years 6 months | |||||
Exercise multiples | 2.2 | 2.2 | |||||
Fair value of underlying ordinary shares (in dollars per share) | $ / shares | 2.78 | ||||||
Exercise Price per share (in dollars per share) | $ / shares | $ 0.50 | ¥ 0.50 | |||||
Employees | |||||||
Additional information related to stock options | |||||||
Share-based payment expenses related to share options granted | ¥ 23,366 | ¥ 34,934 | 51,277 | ||||
Executives and employees | |||||||
Additional information related to stock options | |||||||
Unrecognized compensation cost related to unvested share options granted | ¥ 6,909 | ¥ 6,909 | |||||
Weighted-average period over which unrecognized compensation cost is to be recognized | 1 year 7 days | ||||||
Non-vested shares | Employees | |||||||
Additional information related to stock options | |||||||
Share-based payment expenses related to share options granted | ¥ 279,574 | ¥ 190,560 | ¥ 25,228 |
Share-based Payments (Details 3
Share-based Payments (Details 3) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | 24 Months Ended | ||||||
Dec. 31, 2015CNY (¥)$ / shares | Dec. 31, 2015CNY (¥)¥ / sharesshares | Dec. 31, 2014$ / shares | Dec. 31, 2014CNY (¥)¥ / sharesshares | Dec. 31, 2013$ / shares | Dec. 31, 2013CNY (¥)¥ / sharesshares | Dec. 31, 2012$ / shares | Dec. 31, 2015CNY (¥)shares | |
Share-based Payments | ||||||||
Granted (in shares) | 0 | 0 | 450,569 | |||||
Fair value on grant date (in dollars per share) | $ / shares | $ 8.88 | |||||||
Non-vested shares | ||||||||
Share-based Payments | ||||||||
Non-vested ordinary shares granted to executive officers, employees, members of Audit Committee and consultants (in shares) | 951,684 | 1,932,680 | ||||||
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward | ||||||||
Outstanding at the beginning of the period | 2,448,779 | 1,749,035 | 1,749,035 | |||||
Granted | 951,684 | 1,932,680 | ||||||
Vested | (1,100,619) | (988,723) | ||||||
Forfeited | (205,135) | (244,213) | ||||||
Outstanding at the end of the period | 2,094,709 | 2,448,779 | 1,749,035 | 2,094,709 | ||||
2012 Plan | Non-vested shares | ||||||||
Share-based Payments | ||||||||
Non-vested ordinary shares granted to executive officers, employees, members of Audit Committee and consultants (in shares) | 951,684 | 1,932,680 | 1,483,600 | |||||
Vesting period | 4 years | |||||||
Vesting percentage on first anniversary from grant date | 0.25% | |||||||
Percentage of awards vesting on a monthly basis, ending on the fourth anniversary of the grant date | 0.75% | |||||||
Period over which remaining three-fourth shares will vest on a monthly basis | 3 years | |||||||
Aggregate fair value of the restricted shares at grant dates | ¥ | ¥ 657,794 | ¥ 900,361 | ¥ 131,391 | |||||
Unrecognized compensation cost related to non-vested shares | ¥ | ¥ 913,996 | ¥ 913,996 | ¥ 913,996 | |||||
Weighted-average vesting period over which unrecognized compensation cost is to be recognized | 2 years 11 months 19 days | |||||||
Weighted average granted fair value per share of non-vested shares granted during the year (in dollars per share) | (per share) | ¥ 109 | ¥ 706.08 | $ 63.31 | ¥ 392.81 | $ 13.15 | ¥ 79.61 | $ 13.15 | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward | ||||||||
Granted | 951,684 | 1,932,680 | 1,483,600 | |||||
2012 Plan | Non-vested shares | June 1, 2012 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 367,500 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 2.76 | |||||||
2012 Plan | Non-vested shares | September 30, 2012 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 340,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 3.75 | |||||||
2012 Plan | Non-vested shares | October 1, 2012 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 34,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 3.70 | |||||||
2012 Plan | Non-vested shares | January 1, 2013 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 546,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 8.92 | |||||||
2012 Plan | Non-vested shares | January 1, 2013 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 15,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 8.92 | |||||||
2012 Plan | Non-vested shares | March 22, 2013 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 10,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 14.31 | |||||||
2012 Plan | Non-vested shares | April 1, 2013 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 471,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 14.93 | |||||||
2012 Plan | Non-vested shares | April 1, 2013 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 5,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 14.93 | |||||||
2012 Plan | Non-vested shares | April 1, 2013 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 25,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 14.93 | |||||||
2012 Plan | Non-vested shares | September 30, 2013 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 407,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 21.21 | |||||||
2012 Plan | Non-vested shares | September 30, 2013 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 4,600 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 21.21 | |||||||
2012 Plan | Non-vested shares | January 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 200,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 41.84 | |||||||
2012 Plan | Non-vested shares | January 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 360,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 41.84 | |||||||
2012 Plan | Non-vested shares | January 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 120,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 41.84 | |||||||
2012 Plan | Non-vested shares | January 20, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 338,100 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 50.02 | |||||||
2012 Plan | Non-vested shares | March 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 175,340 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 65.66 | |||||||
2012 Plan | Non-vested shares | March 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 62,690 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 65.66 | |||||||
2012 Plan | Non-vested shares | April 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 117,500 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 79.83 | |||||||
2012 Plan | Non-vested shares | April 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 66,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 79.83 | |||||||
2012 Plan | Non-vested shares | May 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 101,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 74.28 | |||||||
2012 Plan | Non-vested shares | June 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 53,700 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 81.33 | |||||||
2012 Plan | Non-vested shares | July 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 85,600 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 97.80 | |||||||
2012 Plan | Non-vested shares | August 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 50,800 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 103.97 | |||||||
2012 Plan | Non-vested shares | September 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 9,600 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 98.32 | |||||||
2012 Plan | Non-vested shares | October 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 91,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 91.69 | |||||||
2012 Plan | Non-vested shares | November 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 67,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 114.65 | |||||||
2012 Plan | Non-vested shares | December 1, 2014 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 34,350 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 114.30 | |||||||
2012 Plan | Non-vested shares | January 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 31,350 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 97.70 | |||||||
2012 Plan | Non-vested shares | February 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 29,070 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 111.95 | |||||||
2012 Plan | Non-vested shares | March 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 220,970 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 122.25 | |||||||
2012 Plan | Non-vested shares | April 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 35,342 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 146.55 | |||||||
2012 Plan | Non-vested shares | May 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 32,080 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 139.85 | |||||||
2012 Plan | Non-vested shares | June 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 18,696 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 121.50 | |||||||
2012 Plan | Non-vested shares | July 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 40,500 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 110.95 | |||||||
2012 Plan | Non-vested shares | August 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 50,689 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 100.05 | |||||||
2012 Plan | Non-vested shares | September 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 24,250 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 86.65 | |||||||
2012 Plan | Non-vested shares | October 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 34,188 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 84.55 | |||||||
2012 Plan | Non-vested shares | November 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 387,549 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | 103.45 | |||||||
2012 Plan | Non-vested shares | December 1, 2015 | ||||||||
Share-based Payments | ||||||||
Granted (in shares) | 47,000 | |||||||
Fair value on grant date (in dollars per share) | $ / shares | ¥ 81.20 | |||||||
2012 Plan | Non-vested shares | Key management | ||||||||
Share-based Payments | ||||||||
Forfeiture rate (as a percent) | 0.00% | 0.00% | ||||||
2012 Plan | Non-vested shares | Employees | ||||||||
Share-based Payments | ||||||||
Forfeiture rate (as a percent) | 12.00% | 13.00% |
Share-based Payments (Details 4
Share-based Payments (Details 4) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based compensation expenses | |||
Share-based compensation expenses | ¥ (302,941) | ¥ (225,494) | ¥ (76,505) |
Fulfillment expenses | |||
Share-based compensation expenses | |||
Share-based compensation expenses | (18,665) | (10,822) | (4,432) |
Marketing expenses | |||
Share-based compensation expenses | |||
Share-based compensation expenses | (19,938) | (17,293) | (2,342) |
Technology and content expenses | |||
Share-based compensation expenses | |||
Share-based compensation expenses | (126,274) | (103,160) | (20,117) |
General and administrative expenses | |||
Share-based compensation expenses | |||
Share-based compensation expenses | ¥ (138,064) | ¥ (94,219) | ¥ (49,614) |
Segment information (Details)
Segment information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)item | Dec. 31, 2015CNY (¥)item | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Segment information | ||||
Number of reportable segments | item | 1 | 1 | ||
Product revenues | ||||
Product revenues | $ 6,083,850 | ¥ 39,409,961 | ¥ 22,685,111 | ¥ 10,321,836 |
Other revenues | 122,457 | 793,251 | 444,202 | 98,958 |
Total net revenues | $ 6,206,307 | 40,203,212 | 23,129,313 | 10,420,794 |
Apparel | ||||
Product revenues | ||||
Product revenues | 13,887,533 | 9,554,581 | 4,650,234 | |
Shoes and bags | ||||
Product revenues | ||||
Product revenues | 5,439,785 | 3,476,839 | 1,505,351 | |
Cosmetics | ||||
Product revenues | ||||
Product revenues | 5,191,552 | 2,986,807 | 657,613 | |
Sportswear and sporting goods | ||||
Product revenues | ||||
Product revenues | 2,656,546 | 1,287,341 | 861,958 | |
Home goods and other lifestyle products | ||||
Product revenues | ||||
Product revenues | 2,941,734 | 1,289,114 | 881,268 | |
Toys, kids and baby | ||||
Product revenues | ||||
Product revenues | 4,609,484 | 1,575,077 | 547,425 | |
Other goods | ||||
Product revenues | ||||
Product revenues | ¥ 4,683,327 | ¥ 2,515,352 | ¥ 1,217,987 |
Subsequent event (Details)
Subsequent event (Details) - Subsequent events - Feiyuan ¥ in Thousands | Mar. 31, 2016CNY (¥) |
Subsequent event | |
Equity interest acquired (as a percent) | 26.18% |
Consideration for equity method investment | ¥ 65,452 |
Total equity interest held after acquisition (as a percent) | 68.79% |
Schedule I-Condensed Financia97
Schedule I-Condensed Financial Information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Condensed Financial Information | ||||
General and administrative expenses | $ (200,913) | ¥ (1,301,472) | ¥ (967,463) | ¥ (306,749) |
Loss from operations | 319,638 | 2,070,549 | 833,687 | 330,598 |
Interest expenses | (13,239) | (85,762) | (75,249) | |
Share of loss of affiliates | (12,977) | (84,063) | (62,716) | 0 |
Impairment loss of investments | (15,398) | (99,749) | (6,166) | |
Net income attributable to Vipshop Holdings Limited's shareholders | 245,403 | 1,589,665 | 841,286 | 321,220 |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (8,591) | (55,653) | (1,709) | (13,767) |
Fair value changes of available-for-sales securities | (1,201) | (7,783) | ||
Comprehensive income attributable to Vipshop Holdings Limited's shareholders | $ 236,100 | 1,529,395 | 840,859 | 307,453 |
Parent company | ||||
Condensed Financial Information | ||||
General and administrative expenses | (336,783) | (225,494) | (76,505) | |
Loss from operations | (336,783) | (225,494) | (76,505) | |
Interest expenses | (84,467) | (62,238) | ||
Share of loss of affiliates | (80,422) | (62,038) | ||
Impairment loss of investments | (68,648) | (6,166) | ||
Equity in incomes of subsidiaries and variable interest entities | 2,159,985 | 1,197,222 | 397,725 | |
Net income attributable to Vipshop Holdings Limited's shareholders | 1,589,665 | 841,286 | 321,220 | |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (52,487) | (427) | (13,767) | |
Fair value changes of available-for-sales securities | (9,605) | |||
Share of comprehensive income of subsidiary | 1,822 | |||
Comprehensive income attributable to Vipshop Holdings Limited's shareholders | ¥ 1,529,395 | ¥ 840,859 | ¥ 307,453 |
Schedule I-Condensed Financia98
Schedule I-Condensed Financial Information (Details 2) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2014CNY (¥)shares | Dec. 31, 2013CNY (¥) | Dec. 31, 2012CNY (¥) |
ASSETS | ||||||
Cash and cash equivalents | $ 513,196 | ¥ 3,324,384 | $ 739,565 | ¥ 4,790,751 | ¥ 2,026,264 | ¥ 775,477 |
Investment to an affiliate | 39,011 | 252,706 | 287,390 | |||
Other investments | 75,622 | 489,862 | 102,792 | |||
Total assets | 3,092,952 | 20,035,522 | 16,951,041 | |||
LIABILITIES AND EQUITY | ||||||
Convertible senior notes | 626,475 | 4,058,181 | 3,854,985 | |||
Total liabilities | 2,535,159 | 16,422,255 | 14,252,973 | |||
EQUITY: | ||||||
Treasury stock, at cost (nil and 1,614,135 Class A shares as of December 31, 2014 and December 31, 2015, respectively) | (130,401) | (844,711) | ||||
Additional paid-in capital | 438,203 | 2,838,591 | 2,538,217 | |||
Retained earnings | 249,500 | 1,616,209 | 26,544 | |||
Accumulated other comprehensive loss | (10,957) | (70,981) | (10,711) | |||
Total Vipshop Holdings Limited shareholders' equity | 546,357 | 3,539,184 | 2,554,124 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 3,092,952 | 20,035,522 | 16,951,041 | |||
Parent company | ||||||
ASSETS | ||||||
Cash and cash equivalents | 255 | 975 | 576 | |||
Investment to an affiliate | 137,401 | 279,244 | ||||
Other investments | 414,362 | 84,792 | ||||
Available-for-sale securities investments | 38,406 | |||||
Investment in subsidiaries | 3,357,207 | 1,197,222 | ||||
Amount due from subsidiaries | 3,861,551 | 4,863,575 | ||||
Total assets | 7,809,182 | 6,425,808 | ||||
LIABILITIES AND EQUITY | ||||||
Accrued expenses | 211,817 | 16,699 | ||||
Convertible senior notes | 4,058,181 | 3,854,985 | ||||
Total liabilities | 4,269,998 | 3,871,684 | ||||
EQUITY: | ||||||
Treasury stock, at cost (nil and 1,614,135 Class A shares as of December 31, 2014 and December 31, 2015, respectively) | (844,711) | |||||
Additional paid-in capital | 2,838,591 | 2,538,217 | ||||
Retained earnings | 1,616,209 | 26,544 | ||||
Accumulated other comprehensive loss | (70,981) | (10,711) | ||||
Total Vipshop Holdings Limited shareholders' equity | 3,539,184 | 2,554,124 | ¥ 1,472,596 | ¥ 514,501 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | ¥ 7,809,182 | ¥ 6,425,808 | ||||
Additional disclosure | ||||||
Treasury shares (in shares) | shares | 1,614,135 | 1,614,135 | 0 | 0 | ||
Class A ordinary shares | ||||||
EQUITY: | ||||||
Ordinary shares | $ 10 | ¥ 65 | ¥ 63 | |||
Additional disclosure | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares authorized | shares | 483,489,642 | 483,489,642 | 483,489,642 | 483,489,642 | ||
Common shares, shares issued | shares | 100,085,519 | 100,085,519 | 98,028,314 | 98,028,314 | ||
Common shares, shares outstanding | shares | 100,085,519 | 100,085,519 | 98,028,314 | 98,028,314 | ||
Treasury shares (in shares) | shares | 1,614,135 | 1,614,135 | 0 | 0 | ||
Class A ordinary shares | Parent company | ||||||
EQUITY: | ||||||
Ordinary shares | ¥ 65 | ¥ 63 | ||||
Additional disclosure | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares authorized | shares | 483,489,642 | 483,489,642 | 483,489,642 | 483,489,642 | ||
Common shares, shares issued | shares | 100,085,519 | 100,085,519 | 98,028,314 | 98,028,314 | ||
Common shares, shares outstanding | shares | 100,085,519 | 100,085,519 | 98,028,314 | 98,028,314 | ||
Class B ordinary shares | ||||||
EQUITY: | ||||||
Ordinary shares | $ 2 | ¥ 11 | ¥ 11 | |||
Additional disclosure | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares authorized | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 | ||
Common shares, shares issued | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 | ||
Common shares, shares outstanding | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 | ||
Class B ordinary shares | Parent company | ||||||
EQUITY: | ||||||
Ordinary shares | ¥ 11 | ¥ 11 | ||||
Additional disclosure | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares authorized | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 | ||
Common shares, shares issued | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 | ||
Common shares, shares outstanding | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 |
Schedule I-Condensed Financia99
Schedule I-Condensed Financial Information (Details 3) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)shares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014CNY (¥)shares | Dec. 31, 2013CNY (¥)shares | |
Increase (Decrease) in Shareholders' Equity | ||||
Balance | ¥ 2,554,124 | |||
Net (loss) income | $ 232,906 | 1,508,712 | ¥ 752,593 | ¥ 321,220 |
Issuance of ordinary shares pursuant to follow-on offering | 571,320 | |||
Direct offering expenses of follow-on offering | (9,769) | |||
Issuance of ordinary shares upon exercise of stock options | ¥ 6,323 | ¥ 10,950 | ¥ 12,586 | |
Issuance of ordinary shares upon exercise of stock options (in shares) | shares | 956,587 | 956,587 | 1,883,977 | 1,905,026 |
Share-based compensation expense | ¥ 302,941 | ¥ 225,494 | ¥ 76,505 | |
Purchase additional ownership interests in a subsidiary | (13,631) | |||
Other capital contribution | 4,225 | |||
Fair value changes of available-for-sales securities | $ (1,201) | (7,783) | ||
Foreign currency translation | (8,591) | (55,653) | (1,709) | (13,767) |
Balance | $ 546,357 | 3,539,184 | 2,554,124 | |
Additional paid-in capital | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Issuance of ordinary shares pursuant to follow-on offering | 571,315 | |||
Direct offering expenses of follow-on offering | (9,769) | |||
Issuance of ordinary shares upon exercise of stock options | 6,321 | 10,949 | 12,585 | |
Share-based compensation expense | 302,941 | 225,494 | 76,505 | |
Purchase additional ownership interests in a subsidiary | ¥ (7,471) | |||
Other capital contribution | 4,225 | |||
Treasury Stock. | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance (in shares) | shares | 1,614,135 | 1,614,135 | ||
Retained earnings (deficit) | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Net (loss) income | ¥ 1,589,665 | 841,286 | 321,220 | |
Accumulated other comprehensive income (loss) | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Fair value changes of available-for-sales securities | (7,783) | |||
Foreign currency translation | ¥ (52,487) | ¥ (427) | ¥ (13,767) | |
Class A ordinary shares | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Issuance of ordinary shares upon vesting of shares awards (in shares) | shares | 1,100,618 | 1,100,618 | 988,723 | 476,065 |
Class A ordinary shares | Ordinary shares | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance (in shares) | shares | 98,028,314 | 98,028,314 | 95,155,614 | 84,774,523 |
Issuance of ordinary shares pursuant to follow-on offering | ¥ 5 | |||
Issuance of ordinary shares pursuant to follow-on offering (in shares) | shares | 8,000,000 | |||
Issuance of ordinary shares upon exercise of stock options | ¥ 2 | ¥ 1 | ¥ 1 | |
Issuance of ordinary shares upon exercise of stock options (in shares) | shares | 956,587 | 956,587 | 1,883,977 | 1,905,026 |
Issuance of ordinary shares upon vesting of shares awards (in shares) | shares | 1,100,618 | 1,100,618 | 988,723 | 476,065 |
Balance (in shares) | shares | 100,085,519 | 100,085,519 | 98,028,314 | 95,155,614 |
Class B ordinary shares | Ordinary shares | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance (in shares) | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 |
Balance (in shares) | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 |
Parent company | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance | ¥ 2,554,124 | ¥ 1,472,596 | ¥ 514,501 | |
Net (loss) income | 1,589,665 | 841,286 | 321,220 | |
Issuance of ordinary shares pursuant to follow-on offering | 571,320 | |||
Direct offering expenses of follow-on offering | (9,769) | |||
Issuance of ordinary shares upon exercise of stock options | 6,323 | 10,950 | 12,586 | |
Share-based compensation expense | 302,941 | 225,494 | 76,505 | |
Purchase additional ownership interests in a subsidiary | (7,471) | |||
Other capital contribution | (1,417) | 4,225 | ||
Repurchase of ordinary shares | (844,711) | |||
Fair value changes of available-for-sales securities | (9,605) | |||
Fair value changes of share of income of subsidiary | 1,822 | |||
Foreign currency translation | (52,487) | (427) | (13,767) | |
Balance | 3,539,184 | 2,554,124 | 1,472,596 | |
Parent company | Additional paid-in capital | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance | 2,538,217 | 2,297,549 | 1,646,913 | |
Issuance of ordinary shares pursuant to follow-on offering | 571,315 | |||
Direct offering expenses of follow-on offering | (9,769) | |||
Issuance of ordinary shares upon exercise of stock options | 6,321 | 10,949 | 12,585 | |
Share-based compensation expense | 302,941 | 225,494 | 76,505 | |
Purchase additional ownership interests in a subsidiary | (7,471) | |||
Other capital contribution | (1,417) | 4,225 | ||
Balance | 2,838,591 | 2,538,217 | 2,297,549 | |
Parent company | Treasury Stock. | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Repurchase of ordinary shares | ¥ (844,711) | |||
Repurchase of ordinary shares (in shares) | shares | 1,614,135 | 1,614,135 | ||
Balance | ¥ (844,711) | |||
Balance (in shares) | shares | 1,614,135 | 1,614,135 | ||
Parent company | Retained earnings (deficit) | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance | ¥ 26,544 | (814,742) | (1,135,962) | |
Net (loss) income | 1,589,665 | 841,286 | 321,220 | |
Balance | 1,616,209 | 26,544 | (814,742) | |
Parent company | Accumulated other comprehensive income (loss) | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance | (10,711) | (10,284) | 3,483 | |
Fair value changes of available-for-sales securities | (9,605) | |||
Fair value changes of share of income of subsidiary | 1,822 | |||
Foreign currency translation | (52,487) | (427) | (13,767) | |
Balance | (70,981) | (10,711) | (10,284) | |
Parent company | Class A ordinary shares | Ordinary shares | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance | ¥ 63 | ¥ 62 | ¥ 56 | |
Balance (in shares) | shares | 98,028,314 | 98,028,314 | 95,155,614 | 84,774,523 |
Issuance of ordinary shares pursuant to follow-on offering | ¥ 5 | |||
Issuance of ordinary shares pursuant to follow-on offering (in shares) | shares | 8,000,000 | |||
Issuance of ordinary shares upon exercise of stock options | ¥ 2 | ¥ 1 | ¥ 1 | |
Issuance of ordinary shares upon exercise of stock options (in shares) | shares | 956,587 | 956,587 | 1,883,977 | 1,905,026 |
Issuance of ordinary shares upon vesting of shares awards (in shares) | shares | 1,100,618 | 1,100,618 | 988,723 | 476,065 |
Balance | ¥ 65 | ¥ 63 | ¥ 62 | |
Balance (in shares) | shares | 100,085,519 | 100,085,519 | 98,028,314 | 95,155,614 |
Parent company | Class B ordinary shares | Ordinary shares | ||||
Increase (Decrease) in Shareholders' Equity | ||||
Balance | ¥ 11 | ¥ 11 | ¥ 11 | |
Balance (in shares) | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 |
Balance | ¥ 11 | ¥ 11 | ¥ 11 | |
Balance (in shares) | shares | 16,510,358 | 16,510,358 | 16,510,358 | 16,510,358 |
Schedule I-Condensed Financi100
Schedule I-Condensed Financial Information (Details 4) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Cash flows from operating activities: | ||||
Net income | $ 232,906 | ¥ 1,508,712 | ¥ 752,593 | ¥ 321,220 |
Adjustments to reconcile net income to net cash by operating activities: | ||||
Share of loss of affiliates | (12,977) | (84,063) | (62,716) | 0 |
Impairment loss of investment | 15,398 | 99,749 | 6,166 | |
Share-based compensation expenses | 46,766 | 302,941 | 225,494 | 76,505 |
Amortization of debt issuance cost | 5,164 | 33,453 | 26,701 | |
Changes in operating assets and liabilities: | ||||
Amounts due from subsidiaries | (133) | (865) | (30,991) | 1,104 |
Net cash generated from operating activities | 295,638 | 1,915,086 | 3,262,662 | 2,633,282 |
Cash flows from investing activities: | ||||
Investment in affiliates and other investments | (80,837) | (523,643) | (463,093) | |
Investment in available-for-sale securities | (38,123) | (246,953) | ||
Acquisition of a subsidiary, net of cash acquired | (6,051) | (39,198) | (687,233) | |
Net cash used in investing activities | (453,443) | (2,937,309) | (4,253,380) | (1,941,839) |
Cash flows from financing activities: | ||||
Proceed from issuance of convertible notes | 3,836,110 | |||
Repurchase of ordinary shares | (100,373) | (650,197) | ||
Issuance cost of convertible notes offering | (6,689) | |||
Other capital contributions | 4,225 | |||
Proceeds from issuance of ordinary shares in the offerings, net of issuance costs | 561,551 | |||
Proceeds from issuance of ordinary shares upon exercise of stock options | 976 | 6,323 | 10,950 | 12,586 |
Net cash provided by (used in) financing activities | (83,228) | (539,134) | 3,852,133 | 574,137 |
Effect of exchange rate changes | 14,664 | 94,990 | (96,928) | (14,793) |
Net increase (decrease) in cash and cash equivalents | (226,369) | (1,466,367) | 2,764,487 | 1,250,787 |
Cash and cash equivalents at beginning of the period | 739,565 | 4,790,751 | 2,026,264 | 775,477 |
Cash and cash equivalents at end of the period | $ 513,196 | 3,324,384 | 4,790,751 | 2,026,264 |
Restriction on dividend distribution | ||||
Amount of restricted capital and reserves not available for dividend distribution | 1,957,529 | 1,157,529 | ||
Consolidated VIE and VIE's subsidiaries | ||||
Cash flows from operating activities: | ||||
Net income | 226,986 | 162,955 | (11,954) | |
Changes in operating assets and liabilities: | ||||
Net cash generated from operating activities | (1,363,805) | 1,052,069 | 2,370,276 | |
Cash flows from investing activities: | ||||
Net cash used in investing activities | 1,018,250 | (890,327) | (1,474,294) | |
Cash flows from financing activities: | ||||
Net cash provided by (used in) financing activities | 809,740 | 12,665 | ||
Restriction on dividend distribution | ||||
Dividend paid to the Company | 0 | 0 | 0 | |
Amount of restricted capital and reserves not available for dividend distribution | 829,500 | 29,500 | ||
Parent company | ||||
Cash flows from operating activities: | ||||
Net income | 1,589,665 | 841,286 | 321,220 | |
Adjustments to reconcile net income to net cash by operating activities: | ||||
Equity in incomes of subsidiaries and variable interest entities | (2,159,985) | (1,197,222) | (397,725) | |
Share of loss of affiliates | (80,422) | (62,038) | ||
Impairment loss of investment | 68,648 | 6,166 | ||
Share-based compensation expenses | 302,941 | 225,494 | 76,505 | |
Amortization of debt issuance cost | 33,453 | 26,701 | ||
Changes in operating assets and liabilities: | ||||
Amounts due from subsidiaries | 993,135 | (2,715,107) | (573,561) | |
Accrued expenses and other current liabilities | 605 | 16,699 | ||
Net cash generated from operating activities | 908,884 | (2,733,945) | (573,561) | |
Cash flows from investing activities: | ||||
Investment in affiliates and other investments | (335,974) | (437,108) | ||
Investment in available-for-sale securities | (38,406) | |||
Acquisition of a subsidiary, net of cash acquired | (687,233) | |||
Net cash used in investing activities | (374,380) | (1,124,341) | ||
Cash flows from financing activities: | ||||
Proceed from issuance of convertible notes | 3,836,110 | |||
Repurchase of ordinary shares | (650,197) | |||
Issuance cost of convertible notes offering | (6,689) | |||
Other capital contributions | 4,225 | |||
Proceeds from issuance of ordinary shares in the offerings, net of issuance costs | 561,551 | |||
Proceeds from issuance of ordinary shares upon exercise of stock options | 6,323 | 10,950 | 12,586 | |
Net cash provided by (used in) financing activities | (643,874) | 3,844,596 | 574,137 | |
Effect of exchange rate changes | 108,650 | 14,089 | ||
Net increase (decrease) in cash and cash equivalents | (720) | 399 | 576 | |
Cash and cash equivalents at beginning of the period | 975 | 576 | ||
Cash and cash equivalents at end of the period | 255 | 975 | 576 | |
Restriction on dividend distribution | ||||
Amount of restricted capital and reserves not available for dividend distribution | 1,957,529 | 1,157,529 | ||
Cash dividend declared and paid to the Company | 0 | 0 | 0 | |
WFOE | ||||
Restriction on dividend distribution | ||||
Dividend paid to the Company | 0 | 0 | ¥ 0 | |
Amount of restricted capital and reserves not available for dividend distribution | ¥ 1,128,029 | ¥ 1,128,029 |