SEC Comment Letter for Vipshop Holdings (VIPS) — Jan 28, 2016
Vipshop Holdings Ltd
Date: Jan. 28, 2016 · CIK: 0001529192 · Accession: 0000000000-16-062853
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Letter
Mail Stop 3561 January 28, 2016 Donghao Yang Chief Financial Officer Vipshop Holdings Limited No. 20 Hauhai Street Liwan District, Guangzhou 510370 The People's Republic of China
Re: Vipshop Holdings Limited Form 20 -F for Fiscal Year Ended December 31, 2014 Response Dated January 15, 2016 File No. 1 -35454
Dear Mr. Yang :
We have reviewed your January 15, 2016 response to our comment letter and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respon d. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment , we may have additional comments. Unless we note otherwise, our references to prior commen ts are to comments in our December 14, 2015 letter .
Item 5. Operating and Financial Review and Prospects
Note 19 Earnings (loss) Per Share, page F -41
We reviewed your response to comment 15. You state Class A and B shares represent a single class of share s for both basic and dilutive EPS purposes. Please clarify why you have not presented earnings per share according to the two -class method and applied the if-converted method to the convertible Class B shares for the presentation of diluted earnin gs per share for Class A shares. It appears if you assume the conversion of the Class B shares to Class A shares you will compute a different amount for weighted average shares outstanding -diluted than what is disclosed in the financial statements for the Class A shares. In addition, you state in your response that you presented the dilution
Donghao Yang Vipshop Holdings Limited January 28, 2016 Page 2
impact related to the incremental weighted average number of ordinary shares within diluted Class A ordinary share calculations because these dilutive instruments wi ll only be converted into Class A ordinary shares. As such, we still do not understand why basic and diluted earnings per share are not equal for the Class B shares for 2013 and 2014 since there does not appear to be any dilution in the Class B shares. Please advise or revise. Additionally, tell us if the employee stock options and non-vested ordinary shares represent participating securities. Notwithstanding the preceding, please disclose the reconciliations of the numerators and denomi nators for the Class A and Class B shares. Refer to ASC 260 -10-50-1.
You may contact Tony Watson, Accountant, at (202) 551 -3318 or Donna Di Silvio , Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial statements and related matters. You may contact me at (202) 551 -3344 with any other questions.
Sincerely,
/s/ William H. Thompson
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Mail Stop 3561 January 28, 2016 Donghao Yang Chief Financial Officer Vipshop Holdings Limited No. 20 Hauhai Street Liwan District, Guangzhou 510370 The People's Republic of China Re: Vipshop Holdings Limited Form 20 -F for Fiscal Year Ended December 31, 2014 Response Dated January 15, 2016 File No. 1 -35454 Dear Mr. Yang : We have reviewed your January 15, 2016 response to our comment letter and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respon d. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment , we may have additional comments. Unless we note otherwise, our references to prior commen ts are to comments in our December 14, 2015 letter . Item 5. Operating and Financial Review and Prospects Note 19 Earnings (loss) Per Share, page F -41 We reviewed your response to comment 15. You state Class A and B shares represent a single class of share s for both basic and dilutive EPS purposes. Please clarify why you have not presented earnings per share according to the two -class method and applied the if-converted method to the convertible Class B shares for the presentation of diluted earnin gs per share for Class A shares. It appears if you assume the conversion of the Class B shares to Class A shares you will compute a different amount for weighted average shares outstanding -diluted than what is disclosed in the financial statements for the Class A shares. In addition, you state in your response that you presented the dilution Donghao Yang Vipshop Holdings Limited January 28, 2016 Page 2 impact related to the incremental weighted average number of ordinary shares within diluted Class A ordinary share calculations because these dilutive instruments wi ll only be converted into Class A ordinary shares. As such, we still do not understand why basic and diluted earnings per share are not equal for the Class B shares for 2013 and 2014 since there does not appear to be any dilution in the Class B shares. Please advise or revise. Additionally, tell us if the employee stock options and non-vested ordinary shares represent participating securities. Notwithstanding the preceding, please disclose the reconciliations of the numerators and denomi nators for the Class A and Class B shares. Refer to ASC 260 -10-50-1. You may contact Tony Watson, Accountant, at (202) 551 -3318 or Donna Di Silvio , Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial statements and related matters. You may contact me at (202) 551 -3344 with any other questions. Sincerely, /s/ William H. Thompson William H. Thompson Accounting Branch Chief Office of Consumer Products