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CORRESP
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CORRESP

 Vipshop Holdings Limited

128 Dingxin Road

 Haizhu District,
Guangzhou 510220

 People’s Republic of China

 December 18,
2023

 VIA EDGAR

 Ms. Aamira Chaudhry

Ms. Theresa Brillant

 Mr. Nicholas Nalbantian

Ms. Taylor Beech

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

RE:
 Vipshop Holdings Limited (the “Company”)

 Form 20-F for Fiscal Year Ended December 31, 2022

 Filed April 19, 2023

 File
No. 001-35454

 Dear Ms. Chaudhry, Ms. Brillant, Mr. Nalbantian, and Ms. Beech:

This letter sets forth the Company’s responses to the comments contained in the letter dated November 7, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on
April 19, 2023 (the “2022 Form 20-F”) and the Company’s correspondence filed with the Commission on September 13, 2023 (the “Prior Correspondence”). The Staff’s comments are repeated below in
bold and followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

Form 20-F for Fiscal Year Ended December 31, 2022

Item 3. Key Information, page 4

1.
 We note your response to comment 3, and reissue. With regards to disclosure corrections with the use of
terms such as “we” or “our”, please provide your proposed revised disclosure for the entirety of the “Item 3. Key Information” section and your risk factors. We also note your explanation that, as an “investment
holding company,” you do not expect the legal and operational risks associated with the PRC to apply to Vipshop HK. However, we note your disclosure on page 13 that Vipshop China distributed RMB14.98 billion to Vipshop HK in 2022. Please revise
your definition of PRC to clarify that the legal and operational risks associated with operating in China also apply to any operations in Hong Kong. In addition, considering the funds held by your Hong Kong subsidiary, in future filings please
disclose applicable laws and regulations in Hong Kong as well as the related risks and consequences, such as:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 December 18, 2023

  Page
 2

•
 Enforceability of civil liabilities in Hong Kong.

•
 Regulatory actions related to data security or anti-monopoly concerns in Hong Kong and their potential
impact on your ability to conduct business, accept foreign investment or list on a U.S./foreign exchange; and

•
 Risk factor disclosure explaining whether there are laws/regulations in Hong Kong that result in oversight
over data security, how this oversight impacts the company’s business, and to what extent the company believes that it is compliant with the regulations or policies that have been issued.

In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as shown below in its future
Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s Prior Correspondence.
Page references are made to the 2022 Form 20-F to indicate the approximate location of the disclosure.

 Page 4:

Our Holding Company Structure and Contractual Arrangements with the Consolidated Variable Interest Entities

Vipshop Holdings Limited is not an a Chinese operating company but a Cayman Islands holding company
with no equity ownership in its the consolidated variable interest entities and their subsidiaries. We conduct our Our operations in China are conducted
bythrough (i) our PRC subsidiaries and (ii) the consolidated variable interest entities with which one of our PRC subsidiarieswe, but
maintains contractual arrangements with the consolidated variable interest entities and is considered the primary beneficiary of these entities, whose financial results are consolidated in Vipshop Holdings Limited’s
consolidated financial statements under the U.S. GAAP for accounting purposes. The contractual arrangements may not be as effective as direct equity ownership in the consolidated variable interest entities and their subsidiaries, and the relevant
government authorities may challenge the enforceability of these contractual arrangements. We conduct our operations in China through (i) our PRC subsidiaries, and (ii) the consolidated variable interest entities and their
subsidiaries. PRC laws and regulations restrict and impose conditions on foreign investment in internet content, value-added telecommunication-based online marketing and mobile application distribution businesses, and internet-based audio
and video services. Accordingly, we operate these businesses in China are operated bythrough the consolidated variable interest entities and their subsidiaries, and such structure is used to
provide investors with exposure to foreign investment in China-based companies where PRC laws and regulations prohibit or restrict direct foreign investment in certain operating companies, and rely on contractual arrangements among our PRC
subsidiaries, the consolidated variable interest entities, and their nominee shareholders to direct the business operations of the consolidated variable interest entities and their subsidiaries. Revenues contributed by the consolidated
variable interest entities accounted for 2.3%, 2.6%, and 1.1%, and            % of our total net revenues in 2020, 2021,
and 2022, and 2023, respectively. However, contractual arrangements may not be as effective as direct ownership in providing us with control over the consolidated variable interests and their subsidiaries and we may incur
substantial costs to enforce the terms of the arrangements. As such, the VIE structure involves unique risks to investors of our Cayman Islands holding company. For a more detailed discussion of those risks, see “Item 3. Key Information—D.
Risk Factors—Risks Relating to Our Corporate Structure.” In addition, the legality and enforceability of the contractual agreements by and among our PRC subsidiaries, the VIEs, and their respective shareholders, as a whole, have not been
tested in a court of law in China as of the date of this annual report.

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 December 18, 2023

  Page
 3

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We face various risks and uncertainties relating to doing business in China. A majority of our Our
business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on overseas offerings, anti-monopoly
regulatory actions, and oversight on cybersecurity, data security and data privacy, as well as the prospective uncertainties as to the ability of the Public Company Accounting Oversight Board, or the PCAOB, to inspect or investigate completely
auditors located in mainland China and Hong Kong, such as our auditor headquartered in Hong Kong, which may impact theour ability of our holding company, subsidiaries, and the
consolidated variable interest entities to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could result in a material adverse change in our
operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description of risks relating to
doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China.”As of the date of this annual report, regulatory actions relating to data security or anti-monopoly concerns
in Hong Kong do not have a material impact on the ability of our holding company, subsidiaries, and the consolidated variable interest entities to conduct business, accept foreign investment , or continue to list on a United States stock exchange.
However, new regulatory actions relating to data security or anti-monopoly concerns in Hong Kong may be taken in the future, and we cannot assure you as to whether such regulatory actions may have a material impact on the ability of our holding
company, subsidiaries, and the consolidated variable interest entities to conduct business, accept foreign investment, or continue to list on a United States stock exchange.

Page 7:

 Permissions Required
from the PRC Authorities for Our Operations

 We conduct our business Our operations are
primarily conducted bythrough our subsidiaries and the consolidated variable interest entities in China.

…

 Page 8:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 December 18, 2023

  Page
 4

 If (i) weany of our holding company, our PRC
subsidiaries, or the consolidated variable interest entities fails todo not receive or maintain any requisite permissions or approvals or complete any requisite filing procedures, (ii) we
any of our holding company, our PRC subsidiaries, or the consolidated variable interest entities inadvertently concluded that certain permissions or approvals have been acquired or are not required, or that certain filing
procedures have been completed or are not required to be completed, or (iii) applicable laws, regulations, or interpretations thereof change and weany of our holding company, our PRC subsidiaries, or the
consolidated variable interest entities becomes subject to the requirement of additional permissions, approvals, or filing procedures in the future, we cannot assure you that weany of our holding company,
our PRC subsidiaries, or the consolidated variable interest entities will be able to obtain such permissions or approvals or complete such filing procedures in a timely manner, or at all, and such permissions, approvals, or filings may be
rescinded even if obtained or completed. Any such circumstance could subject us to penalties, including fines, suspension of business, and revocation of required licenses, which could materially and adversely affect our business, financial
condition, and results of operations.

 Page 15:

Summary of Risk Factors

An investment in our ADSs involves significant risks. The operational and legal risks as well as the potential
consequences associated with having operations in mainland China as discussed in relevant risk factors under “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry” also apply to any operations that
we may have in Hong Kong. Below is a summary of material risks that we face, organized under relevant headings. These risks are discussed more fully in “Item 3. Key Information—D. Risk Factors.”

Page 28:

In addition, to the extent that we have accessed data in Hong Kong, we have been compliant with the currently effective
laws and regulations in Hong Kong regarding data security, such as the Personal Data (Privacy) Ordinance and the Unsolicited Electronic Messages Ordinance, which impose protocols and obligations regarding the handling of personal data in Hong Kong.
These protocols and obligations include, among other things, that (i) personal data must be collected for a lawful purpose, necessary, and not excessive, (ii) personal data must be collected by means that are lawful and fair in the
circumstances of the case, and (iii) the person from whom personal data is collected is informed of the purpose of collecting the data. As of the date of this annual report, we believe that these laws and regulations in Hong Kong regarding data
security would not, nor would any non-compliance therewith, have any material adverse impact on our business. However, if certain laws and regulations in Hong Kong were to result in oversight over data security that materially impacts our business
in Hong Kong, we may be required to incur additional cost to ensure our compliance with such laws and regulations, and any violation could result in a material adverse impact on our business, financial condition, and results of operations.

 Page 38:

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 December 18, 2023

  Page
 5

 We are a Cayman Islands company, and our PRC subsidiary, namely Vipshop
(China) Co., Ltd., or Vipshop China, is a wholly foreign-owned enterprise, or WFOE, under the PRC law. To comply with PRC laws and regulations, we conduct our operations in China, including the operations of our Vipshop
Online Platform, are conducted through contractual arrangements entered into between Vipshop China andby the respective consolidated variable interest entities, Vipshop E-Commerce, Vipshop Information,
and Pin Jun Tong. Because all shareholders of the consolidated variable interest entities are PRC citizens, the consolidated variable interest entities are considered PRC domestic companies under PRC laws. As of the date of this annual report,
Vipshop E-Commerce holds a value-added telecommunication business operating license for online data processing and transaction processing (operating e-commerce) services valid until December 28, 2027, which is required for providing platform
access to third-party merchants for their sales of products to further develop our business; Vipshop E-Commerce also holds an Internet Culture Operation License, which is valid until May 27, 2024, for its operation of internet culture
businesses. For a detailed description of these licenses and permits, see “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Licenses and Permits.” Each of the consolidated variable
interest entities is a PRC limited liability company. As a result of these contractual arrangements, we are considered the primary beneficiary of the consolidated variable interest entities and consolidate their operating results in our financial
statements under U.S. GAAP for accounting purposes. For a detailed description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure.”

Page 60:

 You may
experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or our directors and officers named in the annual report based on foreign laws.

 …

You may also experience difficulties in enforcing judgments of the United States courts obtained against us or our
directors or executive officers in mainland China or Hong Kong. In terms of enforceability of civil liabilities in mainland China, The recognition and enforcement of foreign judgments are provided for under the PRC Civil
Procedures Law. mainland ChinaPRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between
mainland China and the country where the judgment is made or on principles of reciprocity between jurisdictions. Mainland China does not have any treaties or other forms of reciprocity with the United States that provide
for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the mainland ChinaPRC courts will not enforce a foreign judgment against us or our
director and officers if they decide that the judgment violates the basic principles of PRC laws of mainland China or national sovereignty, security or public interest. As a result, it is uncertain whether and
on what basis a mainland ChinaPRC court would enforce a judgment rendered by a court in the United States. In terms of enforceability of civil liabilities in Hong Kong, the United