<div id="readability-page-1"><div>Fitch Ratings-Taipei-03 December 2025:Fitch Ratings has affirmed China-based online retailer Vipshop Holdings Limited's Long-Term Issuer Default Rating (IDR) and senior unsecured rating at 'BBB'. The Outlook on the IDR is Stable.The affirmation and Stable Outlook reflect our expectation that Vipshop will maintain a solid, distinctive position in discounted retailing, supported by high brand recognition, merchandising capability and online-offline synergy that helps to expand its core super-VIP (SVIP) customer base. A strong financial profile, with stable profitability, positive free cash flow and deep net cash, provides a buffer against demand cyclicality. The ratings are constrained by the niche nature of discount retail, limited diversification by segment and geography, and a fast-changing competitive landscape.Key Rating DriversResumption of Topline Growth: Fitch expects the year-on-year recovery in Vipshop's gross merchandise value (GMV) and net revenue in 3Q25 to continue in 4Q25 and 2026, supported by stabilising consumer sentiment, steady expansion of its core SVIP base, and more rational e-commerce competition. GMV rose by 7.5% yoy in 3Q25 and total net revenue by 3.4% as the decreases in active customers and total orders bottomed out.The company has adopted a pro-growth strategy since 2H24, with deeper discounts, exclusive offerings and user rights, and AI-powered targeted marketing to attract new users and encourage conversion into SVIPs. The SVIP base grew at a steady pace in the low teens and now contributes about 50% of online net GMV.Sound Profitability: Fitch expects EBITDA margin to stay at around 11% in 2025-2026, versus a peak of 11.4% in 2024, despite short-term pressure on gross margin from stronger incentives to customers, sustained high fulfilment expenses due to rising SVIP GMV contribution, and rising marketing expenses for customer acquisition.Vipshop's strong position in discounted retailing provides unique value to suppliers and secures favourable procurement costs. Rising revenue from high-margin non-product segments, including lease income from Shan Shan outlets and SVIP membership fees, also supports stable profitability.Resilience Against Competition: Fitch expects Vipshop to retain core competence in discount retail despite evolving competition in China's e-commerce market. Standardised products were more sensitive to consumer subsidies offered by platforms in 2024, but we expect competition to be more rational as the marginal benefits of subsidies fade. Vipshop maintained steady growth in the core apparel segment and saw a recovery in standardised products in 3Q25. Its focus on less time-sensitive categories has given it more resilience against fierce instant-retail competition.Declining Capex: Fitch believes Vipshop has passed its peak investment cycle, as it slows expansion of its offline Shan Shan outlets with possible adoption of an asset-light model. Vipshop added two outlets in 9M25 to the existing 20 at end-2024, supporting its domestic leadership by outlet count and GMV. We expect capex of below CNY3 billion in 2025 and below CNY2 billion from 2026, from a peak of CNY5.2 billion in 2023.Deep Net Cash: We expect strong pre-dividend free cash flow to be sufficient to cover increased shareholder returns (75% of 2024 non-GAAP net income in 2025), comprising cash dividends and share repurchases. Free cash flows will be driven by stable EBITDA margin, sound working-capital management and lower capex. This underpins a strong financial profile and a deep net cash buffer to absorb volatility and fund potential strategic investments over the next one to three years.Limited Diversification: Vipshop focuses on apparel, shoes and cosmetics, which contribute 65%-70% of revenue. Its offerings are narrower than large e-commerce platforms, limiting its addressable market. In addition, its niche focus on discount retail makes Vipshop sensitive to the inventory cycles of its brand partners.Peer AnalysisVipshop compares favourably with rated brick-and-mortar retailers in Asia because of its larger operating scale, stronger market position, particularly in the discount apparel category, positive free cash flow and net cash position.Vipshop is rated higher than major US retailers such as Macy's, Inc. (BBB-/Stable) and Dillard's, Inc. (BBB-/Positive). Vipshop benefits from the structural shift towards online retail, as it has a strong market position in its niche compared with US offline retailers, which are forced to invest heavily in omni-channel platforms. Vipshop's net cash position also offers it significantly better financial flexibility.Vipshop's credit profile is slightly weaker than that of Meituan (BBB+/Stable), a leading Chinese food delivery and consumer services provider, due to smaller scale and less-diversified revenue streams. However, Vipshop maintains more stable profitability and FCF generation amid industry competition.Vipshop's ratings are below those of Chinese internet majors such as Alibaba Group Holding Limited (A/Stable) and Baidu, Inc. (A/Negative), as it has a much smaller operating scale and narrower business focus.Fitch’s Key Rating-Case AssumptionsFitch's Key Assumptions Within the Rating Case for the Issuer- Revenue to grow at low single-digit rates in 2026-2028, following a low-single-digit decline in 2025;- EBITDA margin of 10%-11% in 2025-2028;- Capex steadily declines from CNY2.5 billion in 2025 to below CNY2 billion a year during 2026-2028;- Common dividends of around CNY2 billion and share repurchases of CNY3 billion-4 billion a year in 2025-2028.RATING SENSITIVITIESFactors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade:- Sustained deterioration in key operating metrics, including GMV and profitability, leading to EBITDAR decline;- Negative free cash flow for a sustained period;- EBITDAR net leverage of above 2.0x for a sustained period (2024: -1.4x).Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade:- We do not expect positive rating action in the medium term until there is a significant increase in EBITDAR scale, driven by strong GMV growth or successful revenue diversification, while maintaining a strong financial profile.Liquidity and Debt StructureVipshop had CNY24.5 billion in cash at end-September 2025 and CNY5.9 billion in short-term investments, consisting of financial products offered by commercial banks. The company has ample liquidity to cover its short-term debt balance of CNY7.9 billion.Issuer ProfileVipshop is China's leading online discount retailer, operating under the &#34;flash sale&#34; model. It is one of China's leading online retailers overall and the largest retailer in the apparel space.Summary of Financial AdjustmentsThe readily available cash balance has been adjusted to reflect the negative working-capital cycle, with the equivalent of the net working capital balance being classified as restricted cash. Short-term investments are classified as readily available cash. In addition, EBITDA does not include share-based compensation under selling, general and administrative expenses.Fitch uses the balance sheet reported lease liabilities as the capital lease value when computing lease-equivalent debt.REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Click here to access Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in our credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG ConsiderationsThe highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.Vipshop Holdings Limited; Long Term Issuer Default Rating; Affirmed; BBB; Rating Outlook Stable----senior unsecured; Long Term Rating; Affirmed; BBBContacts:Primary Rating AnalystClark Wu,Director+886 2 8175 7608clark.wu@fitchratings.comFitch Australia Pty Ltd, Taiwan BranchSuite A2 23F., No. 68, Sec. 5, Zhongxiao E. Rd., Xinyi DistTaipei 110Secondary Rating AnalystJing Yang,Director+86 21 6898 7987jing.yang@fitchratings.comCommittee ChairpersonCathy Chao, CFASenior Director+852 2263 9967cathy.chao@fitchratings.comMEDIA RELATIONS: Leslie Tan, Singapore, Tel: +65 6796 7234, Email: leslie.tan@thefitchgroup.comJack Li, Beijing, Tel: +86 10 5957 0964, Email: jack.li@thefitchgroup.comAdditional information is available on www.fitchratings.comApplicable ModelNumbers in parentheses accompanying applicable model(s) contain hyperlinks to criteria providing description of model(s).Corporate Monitoring &amp; Forecasting Model (COMFORT Model), v8.2.0 (1)ADDITIONAL DISCLOSURESDodd-Frank Rating Information Disclosure FormSolicitation StatusAdditional Disclosures For Unsolicited Credit RatingsEndorsement StatusEndorsement PolicyALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, THE FOLLOWING HTTPS://WWW.FITCHRATINGS.COM/RATING-DEFINITIONS-DOCUMENT DETAILS FITCH'S RATING DEFINITIONS FOR EACH RATING SCALE AND RATING CATEGORIES, INCLUDING DEFINITIONS RELATING TO DEFAULT. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. DIRECTORS AND SHAREHOLDERS RELEVANT INTERESTS ARE AVAILABLE AT HTTPS://WWW.FITCHRATINGS.COM/SITE/REGULATORY. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE OR ANCILLARY SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF PERMISSIBLE SERVICE(S) FOR WHICH THE LEAD ANALYST IS BASED IN AN ESMA- OR FCA-REGISTERED FITCH RATINGS COMPANY (OR BRANCH OF SUCH A COMPANY) OR ANCILLARY SERVICE(S) CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH RATINGS WEBSITE.Copyright © 2022 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, NY, NY 10004. Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch’s factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third- party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch’s ratings and reports should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating or a report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings and forecasts of financial and other information are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and forecasts can be affected by future events or conditions that were not anticipated at the time a rating or forecast was issued or affirmed.The information in this report is provided “as is” without any representation or warranty of any kind, and Fitch does not represent or warrant that the report or any of its contents will meet any of the requirements of a recipient of the report. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion and reports made by Fitch are based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings and reports are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating or a report. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at any time for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an Australian financial services license (AFS license no. 337123) which authorizes it to provide credit ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to be used by persons who are retail clients within the meaning of the Corporations Act 2001Fitch Ratings, Inc. is registered with the U.S. Securities and Exchange Commission as a Nationally Recognized Statistical Rating Organization (the “NRSRO”). While certain of the NRSRO’s credit rating subsidiaries are listed on Item 3 of Form NRSRO and as such are authorized to issue credit ratings on behalf of the NRSRO (see https://www.fitchratings.com/site/regulatory), other credit rating subsidiaries are not listed on Form NRSRO (the “non-NRSROs”) and therefore credit ratings issued by those subsidiaries are not issued on behalf of the NRSRO. However, non-NRSRO personnel may participate in determining credit ratings issued by or on behalf of the NRSRO.</div></div>

VIPS

Fitch Ratings has affirmed Vipshop Holdings Limited's Long-Term Issuer Default Rating at 'BBB' with a Stable Outlook. The affirmation reflects Vipshop's strong position in discounted retailing, supported by high brand recognition and online-offline synergy. Despite challenges like limited diversification and a competitive landscape, Vipshop maintains stable profitability and positive free cash flow. Fitch expects continued growth in revenue and a stable EBITDA margin, with declining capex and a strong net cash position providing financial flexibility.

Fitch Affirms Vipshop at 'BBB'; Outlook Stable