Vipshop Holdings Limited

Code of Business Conduct and Ethics

Purpose conducting the business of Vipshop Holdings Limited (as "Company") consistent with the highest standards of business ethics, and is intended to qualify as a "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code is designed to deter wrongdoing and to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission

(the "SEC") and in other public communications made by the Company;

compliance with applicable laws, rules and regulations;

prompt internal reporting of violations of the Code; and

accountability for adherence to the Code.

Applicability

This Code applies to all of the directors, officers and employees of the Company and its subsidiaries, whether they work for the Company on a full-time, part-time, consultative, or Company expects those who do business for us such as consultants, suppliers and collaborators to also adhere to the principles outlined in the Code. Certain provisions of the Code apply specifically to our chief executive officer, chief financial officer, senior finance officer,

controller, vice presidents and any other persons who perform similar functions for the Company The Board of Directors of the Company (the "Board") has appointed Mr. Donghao Yang, the Company's Chief Financial Officer, as the Compliance Officer for the Company. If you have