Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Document and Entity Information | ' |
Entity Registrant Name | 'Vipshop Holdings Ltd |
Entity Central Index Key | '0001529192 |
Document Type | 'F-3 |
Document Period End Date | 31-Dec-13 |
Amendment Flag | 'false |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $334,715,019 | $124,472,629 |
Held-to-maturity securities (Note 5) | 385,841,626 | 86,097,191 |
Accounts receivable (Note 3) | 3,055,446 | 6,990,560 |
Amounts due from related parties (Note 15(a)) | ' | 177,237 |
Other receivables (Note 4) | 16,481,032 | 9,993,887 |
Inventories | 270,126,305 | 143,963,931 |
Advance to suppliers | 13,216,870 | 9,569,795 |
Prepaid expenses | 2,384,801 | 686,876 |
Deferred tax assets (Note 12) | 11,126,647 | ' |
Total current assets | 1,036,947,746 | 381,952,106 |
NON-CURRENT ASSETS | ' | ' |
Property and equipment, net (Note 6) | 24,299,418 | 12,637,567 |
Deposits for property and equipment | 5,518,404 | 4,322,217 |
Other assets | 5,294,373 | 5,230 |
Total non-current assets | 35,112,195 | 16,965,014 |
Total assets | 1,072,059,941 | 398,917,120 |
CURRENT LIABILITIES | ' | ' |
Accounts payable (Including accounts payable of the VIE without recourse to the Company of $101,556 and $70,026 as of December 31, 2012 and 2013, respectively) | 476,847,881 | 193,455,827 |
Advance from customers (Including advance from customers of the VIE without recourse to the Company of $55,948,713 and $131,781,751 as of December 31, 2012 and 2013, respectively) | 131,781,751 | 55,948,713 |
Accrued expenses and other current liabilities (Note 7) (Including accrued expenses and other current liabilities of the VIE without recourse to the Company of $24,908,418 and $101,097,647 as of December 31, 2012 and 2013, respectively) | 196,327,519 | 52,676,443 |
Amounts due to related parties (Note 15(b)) (Including amounts due to related parties of the VIE without recourse to the Company of $789,057 and 1,369,767 as of December 31, 2012 and 2013, respectively) | 2,141,411 | 1,335,756 |
Deferred income (Including deferred income of the VIE without recourse to the Company of $10,850,319 and $20,592,249 as of December 31, 2012 and December 31,2013, respectively) | 21,705,981 | 12,917,567 |
Total current liabilities | 828,804,543 | 316,334,306 |
Total liabilities | 828,804,543 | 316,334,306 |
COMMITMENTS AND CONTINGENCIES (Note 14) | ' | ' |
EQUITY: | ' | ' |
Ordinary shares (US$0.0001 par value, 471,620,833 shares authorized, and 101,284,881 and 111,665,972 shares issued and outstanding as of December 31, 2012 and December 31, 2013, respectively) | 11,167 | 10,128 |
Additional paid-in capital | 363,221,310 | 258,368,448 |
Accumulated losses | -123,725,472 | -176,025,335 |
Accumulated other comprehensive income | 3,748,393 | 229,573 |
Total shareholders' equity | 243,255,398 | 82,582,814 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $1,072,059,941 | $398,917,120 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CURRENT LIABILITIES | ' | ' |
Accounts payable of the VIE without recourse to the Company | $476,847,881 | $193,455,827 |
Advance from customers of the VIE without recourse to the Company | 131,781,751 | 55,948,713 |
Accrued expenses and other current liabilities of the VIE without recourse to the Company | 196,327,519 | 52,676,443 |
Amounts due to related parties of the VIE without recourse to the Company | 2,141,411 | 1,335,756 |
Deferred income of the VIE without recourse to the Company | 21,705,981 | 12,917,567 |
EQUITY: | ' | ' |
Ordinary shares, par value (in dollars per share) | $0.00 | $0.00 |
Ordinary shares, shares authorized | 471,620,833 | 471,620,833 |
Ordinary shares, shares issued | 111,665,972 | 101,284,881 |
Ordinary shares, shares outstanding | 111,665,972 | 101,284,881 |
VIE | ' | ' |
CURRENT LIABILITIES | ' | ' |
Accounts payable of the VIE without recourse to the Company | 70,026 | 101,556 |
Advance from customers of the VIE without recourse to the Company | 131,781,751 | 55,948,713 |
Accrued expenses and other current liabilities of the VIE without recourse to the Company | 101,097,647 | 24,908,418 |
Amounts due to related parties of the VIE without recourse to the Company | 1,369,767 | 789,057 |
Deferred income of the VIE without recourse to the Company | $20,592,249 | $10,850,319 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | ' | ' | ' |
Product revenues | $1,680,560,853 | $690,057,249 | $226,291,723 |
Other revenues | 16,111,882 | 2,055,715 | 851,153 |
Total net revenues | 1,696,672,735 | 692,112,964 | 227,142,876 |
Cost of goods sold (including inventory written down of $1,694,336, $12,166,659 and $33,883,024 for the years ended December 31, 2011, 2012 and 2013, respectively) | -1,288,900,456 | -537,637,860 | -183,801,334 |
Gross profit | 407,772,279 | 154,475,104 | 43,341,542 |
Fulfillment expenses (including shipping and handling expenses of $29,416,463, $53,897,805 and $117,492,970 for the years ended December 31, 2011, 2012 and 2013, respectively) (Note 16(e)) | -197,812,615 | -96,523,444 | -45,478,327 |
Marketing expenses (Note 16(e)) | -74,498,341 | -32,272,629 | -15,253,325 |
Technology and content expenses (Note 16(e)) | -40,399,276 | -14,644,113 | -5,516,361 |
General and administrative expenses (Note 16(e)) | -49,943,775 | -25,541,812 | -84,575,539 |
Total operating expenses | -362,654,007 | -168,981,998 | -150,823,552 |
Other income(Note 11) | 8,708,487 | 2,563,321 | 564,182 |
(Loss) income from operations | 53,826,759 | -11,943,573 | -106,917,828 |
Interest expenses | ' | -222,868 | -494,509 |
Interest income | 15,666,129 | 3,558,013 | 122,437 |
Exchange gain (loss) | 1,356,766 | -157,473 | 18,375 |
(Loss) income before income taxes | 70,849,654 | -8,765,901 | -107,271,525 |
Income tax expense (Note 12) | -18,549,791 | -706,173 | ' |
Net (loss) income | 52,299,863 | -9,472,074 | -107,271,525 |
Deemed dividend on issuance of Series A Preferred Shares | ' | ' | -49,214,977 |
Net (loss) income attributable to ordinary shareholders | 52,299,863 | -9,472,074 | -156,486,502 |
Net (loss) earnings per share (Note 13) | ' | ' | ' |
- Basic (in dollars per share) | $0.48 | ($0.11) | ($3.38) |
- Diluted (in dollars per share) | $0.45 | ($0.11) | ($3.38) |
Weighted average numbers of shares used in calculating net (loss) earnings per share: | ' | ' | ' |
- Basic (in shares) | 108,962,637 | 88,849,206 | 46,255,574 |
- Diluted (in shares) | 115,495,173 | 88,849,206 | 46,255,574 |
Net (loss) income | 52,299,863 | -9,472,074 | -107,271,525 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' |
Foreign currency translation adjustments | 3,518,820 | 994,606 | -569,628 |
Comprehensive (loss) income | $55,818,683 | ($8,477,468) | ($107,841,153) |
CONSOLIDATED_STATEMENTS_OF_INC1
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | ' | ' | ' |
Inventory written down | $33,883,024 | $12,166,659 | $1,694,336 |
Shipping and handling expenses | $117,492,970 | $53,897,805 | $29,416,463 |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Ordinary shares | Additional paid-in capital | Accumulated losses | Accumulated other comprehensive income (loss) | Series A Preferred shares | Series A Preferred shares | Series A Preferred shares | Series A Preferred shares | Series B Preferred shares | Series B Preferred shares | Series B Preferred shares | Series B Preferred shares |
Preferred shares | Ordinary shares | Additional paid-in capital | Preferred shares | Ordinary shares | Additional paid-in capital | ||||||||
Balance at Dec. 31, 2010 | ($10,111,581) | $4,778 | $145,805 | ($10,066,759) | ($195,405) | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2010 | ' | 47,775,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net lncome (loss) | -107,271,525 | ' | ' | -107,271,525 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of ordinary shares | -1,837,500 | -184 | -1,837,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of ordinary shares (in shares) | ' | -1,837,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares | 1,499,994 | 30 | 1,499,964 | ' | ' | 20,113,898 | 20,113,898 | ' | ' | 41,147,021 | 41,147,021 | ' | ' |
Issuance of shares (in shares) | ' | 297,159 | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | 8,166,667 | ' | ' |
Proceeds from registered capital contributions by shareholders of the VIE | 1,390,621 | ' | 1,390,621 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deemed dividend on issuance of Series A Preferred shares | ' | ' | 49,214,977 | -49,214,977 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expenses | 73,927,902 | ' | 73,927,902 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation | -569,628 | ' | ' | ' | -569,628 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2011 | 18,289,202 | 4,624 | 124,341,953 | -166,553,261 | -765,033 | ' | 20,113,898 | ' | ' | ' | 41,147,021 | ' | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 46,234,659 | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | 8,166,667 | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net lncome (loss) | -9,472,074 | ' | ' | -9,472,074 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares | 66,022,797 | 2,201 | 66,020,596 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares (in shares) | ' | 22,009,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct offering expenses of follow-on offering | -3,332,962 | ' | -3,332,962 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Preferred Shares into ordinary shares | ' | ' | ' | ' | ' | ' | -20,113,898 | 2,021 | 20,111,877 | ' | -41,147,021 | 1,268 | 41,145,753 |
Conversion of Preferred Shares into ordinary shares (in shares) | ' | ' | ' | ' | ' | ' | -20,212,500 | 20,212,500 | ' | ' | -8,166,667 | 12,682,206 | ' |
Proceeds from registered capital contributions by shareholders of the VIE | 2,292,763 | ' | 2,292,763 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares upon exercise of stock options | 191,533 | 14 | 191,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares upon exercise of stock options (in shares) | 146,316 | 146,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expenses | 7,596,949 | ' | 7,596,949 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation | 994,606 | ' | ' | ' | 994,606 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 82,582,814 | 10,128 | 258,368,448 | -176,025,335 | 229,573 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2012 | ' | 101,284,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net lncome (loss) | 52,299,863 | ' | ' | 52,299,863 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares | 91,920,000 | 800 | 91,919,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares (in shares) | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct offering expenses of follow-on offering | -1,571,688 | ' | -1,571,688 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares upon exercise of stock options | 2,049,278 | 191 | 2,049,087 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares upon exercise of stock options (in shares) | 1,905,026 | 1,905,026 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares upon vesting of shares awards | 48 | 48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares upon vesting of shares awards (in shares) | ' | 476,065 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expenses | 12,456,263 | ' | 12,456,263 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation | 3,518,820 | ' | ' | ' | 3,518,820 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | $243,255,398 | $11,167 | $363,221,310 | ($123,725,472) | $3,748,393 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | ' | 111,665,972 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' | ' | |
Net (loss) income | $52,299,863 | ($9,472,074) | ($107,271,525) | |
Adjustments to reconcile net (loss) income to net cash by operating activities: | ' | ' | ' | |
Allowance for doubtful debts | -31,090 | ' | ' | |
Prepaid expenses write-down | 343,015 | 222,999 | ' | |
Inventory write-down | 33,883,024 | 12,166,659 | 1,694,336 | |
Depreciation of property and equipment | 8,838,893 | 4,527,122 | 1,368,824 | |
Amortization of other assets | 229,456 | 4,801 | 4,453 | |
Loss on disposal of property and equipment | 52,712 | 20,670 | 61,194 | |
Impairment loss of property and equipment | ' | ' | 437,725 | |
Share-based compensation expenses | 12,456,263 | 7,596,949 | 73,927,902 | |
Interest income on held-to-maturity securities | -4,256,810 | -1,026,325 | ' | |
Changes in operating assets and liabilities: | ' | ' | ' | |
Accounts receivable | 3,791,431 | -2,866,381 | -2,777,955 | |
Amounts due from related parties | 177,237 | 1,924,616 | -2,101,853 | |
Other receivables | -6,512,714 | -583,406 | -8,764,669 | |
Inventories | -160,045,398 | -86,388,390 | -64,028,801 | |
Advances to suppliers | -3,789,748 | 2,859,976 | -7,652,930 | |
Prepaid expenses | -1,697,925 | 390,318 | -1,020,061 | |
Accounts payable | 283,392,054 | 105,435,451 | 79,716,575 | |
Advance from customers | 75,833,038 | 40,567,356 | 13,072,783 | |
Accrued expenses and other current liabilities | 143,651,077 | 26,009,941 | 23,025,083 | |
Amounts due to related parties | 805,655 | -168,989 | [1] | -856,307 |
Deferred income | 8,788,414 | 10,347,912 | 2,472,001 | |
Deferred tax assets | -11,126,647 | ' | ' | |
Net cash from operating activities | 437,081,800 | 111,569,205 | 1,306,775 | |
Cash flows used in investing activities: | ' | ' | ' | |
Purchase of property and equipment | -22,248,981 | -12,379,386 | -9,592,160 | |
Purchase of other assets | -5,293,188 | -770 | -9,989 | |
Proceed from disposal of property and equipment | 682,260 | 19,972 | 3,178 | |
(Increase) decrease in restricted deposits | ' | 14,214,585 | -14,214,585 | |
Purchase of held-to-maturity securities | -615,243,570 | -101,302,171 | ' | |
Proceed from redemption of held-to-maturity securities upon maturities | 321,208,517 | 16,231,306 | ' | |
Net cash used in investing activities | -320,894,962 | -83,216,464 | -23,813,556 | |
Cash flows from financing activities: | ' | ' | ' | |
Proceeds from registered capital contributions by shareholders of the VIE | ' | ' | 1,390,621 | |
Proceeds from bank borrowings | ' | ' | 17,477,240 | |
Repayment to bank borrowings | ' | -12,710,720 | -4,766,520 | |
Loans from shareholders | ' | ' | 1,470,635 | |
Issuance costs of Series A and Series B Preferred shares | ' | ' | -175,754 | |
Issuance costs of ordinary shares | ' | ' | 1,499,994 | |
Repurchase of ordinary shares | ' | ' | -1,837,500 | |
Proceeds from issuance of ordinary shares in the offerings, net of issuance costs | 90,348,312 | 62,689,835 | ' | |
Proceeds from issuance of ordinary shares upon exercise of stock options | 2,049,326 | 191,533 | ' | |
Net cash provided by financing activities | 92,397,638 | 50,170,648 | 66,785,746 | |
Effect of exchange rate changes | 1,657,914 | 994,462 | -435,278 | |
Net increase in cash and cash equivalents | 210,242,390 | 79,517,851 | 43,843,687 | |
Cash and cash equivalents at beginning of the period | 124,472,629 | 44,954,778 | 1,111,091 | |
Cash and cash equivalents at end of the period | $334,715,019 | $124,472,629 | $44,954,778 | |
[1] | Noncash financing activities: US$2,292,763 registered capital was contributed by shareholders of the VIE via offsetting the accumulated shareholder loan due from the Company to the shareholders on June 14, 2012. |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 0 Months Ended |
Feb. 21, 2011 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ' |
Settlement of loan amount with accumulated shareholder loan | $9,709,643 |
Organization_and_principal_act
Organization and principal activities | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
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 entity ("VIE") operate an online platform that offers high-quality branded products to consumers in the People's Republic of China (the "PRC") through flash sales on its vipshop.com and vip.com website. Flash sale represents a new 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 variable interest entity ("VIE") are collectively referred to as the "Group". | ||||||||||
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, 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 "WOFE"). The WOFE 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 WOFE 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. The Company, its subsidiaries and variable interest entity 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 and the VIE. | ||||||||||
As of December 31, 2013, the Company's significant consolidated subsidiaries and VIE consist of the following: | ||||||||||
Name | Date of | Place of | Percentage of | Principal activities | ||||||
incorporation | incorporation | shareholdings | ||||||||
Guangzhou Vipshop Information Technology Co., Ltd.("Vipshop Information" or the "VIE") | August 22, 2008 | China | VIE | Online retail | ||||||
Vipshop International Holdings Limited("Vipshop HK") | October 22, 2010 | Hong Kong | 100% | Investment holding | ||||||
Vipshop (China) Co., Ltd.(the "WOFE") | 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 | ||||||
Shanghai Pinzhong Commercial Factoring Co., Ltd. ("Pinzhong Factoring") | August 1, 2013 | China | 100% | Business financing |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
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 and VIE for which it is deemed 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 VIE 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 WOFE, 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 WOFE 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 WOFE 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 WOFE 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 WOFE fees equal to 100% of its net income, the rate of service fees may be adjusted upon mutual discussions between the two parties. The WOFE 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 WOFE when the fees becomes due. | ||||||||||||
Exclusive Option Agreements: Each equity holder of Vipshop Information granted the WOFE an irrevocable and exclusive right to purchase, or designate one or more persons to purchase, their equity interest in Vipshop Information at the WOFE's sole and absolute discretion to the extent permitted by the PRC laws. The purchase price is 10 Renminbi ("RMB") (US$1.65); if appraisal is required by laws of the PRC at the time when the WOFE 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 WOFE 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 WOFE 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 WOFE in consideration of the services to be provided by the WOFE, shall equal to 100% of the net income of Vipshop Information, provided that the WOFE, 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 WOFE. The WOFE 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 WOFE 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 WOFE. | ||||||||||||
Exclusive Purchase Framework Agreement: The WOFE 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 WOFE or its subsidiaries. Vipshop Information and its subsidiaries must not purchase from any third party products or services which the WOFE is capable of providing. The term of this agreement is five years from September 1, 2011. If neither party objects in writing and 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 WOFE 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 WOFE 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 WOFE 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. | ||||||||||||
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 not been subsequently amended, the Company has the ability to effectively control Vipshop Information through the WOFE. 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 WOFE 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. Other than Vipshop 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 VIE 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 WOFE or the VIE, revoking the business licenses or operating licenses of the WOFE or the VIE, shutting down the Group's servers or blocking the Group's website, 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 VIE and its 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 VIE and their equity holders in the event of a breach or non-compliance by the VIE or their equity holders; and | ||||||||||||
• | ||||||||||||
Each of the shareholders of the VIE is also a director of the Company, 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 VIE and its shareholders, (a) the Company may replace any such individual as a shareholder of the VIE at the Company's discretion, and (b) each of these individuals has executed a power of attorney to appoint the WOFE 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. | ||||||||||||
Vipshop Information's total assets, total liabilities, total equity, net revenues, total operating expenses and net (loss) income attributable to the Company and after intercompany eliminations are as follows: | ||||||||||||
As of December 31, | ||||||||||||
2012 | 2013 | |||||||||||
$ | $ | |||||||||||
Total assets | 173,424,245 | 631,848,860 | ||||||||||
Current Liabilities: | ||||||||||||
Accounts payable | (101,556 | ) | (70,026 | ) | ||||||||
Advance from customers | (55,948,713 | ) | (131,781,751 | ) | ||||||||
Accrued expenses and other current liabilities | (24,908,418 | ) | (101,097,647 | ) | ||||||||
Amounts due to related parties | (789,057 | ) | (1,369,767 | ) | ||||||||
Deferred income | (10,850,319 | ) | (20,592,249 | ) | ||||||||
Total current liabilities | (92,598,063 | ) | (254,911,440 | ) | ||||||||
Total liabilities | (92,598,063 | ) | (254,911,440 | ) | ||||||||
Total equity | 80,826,182 | 376,937,420 | ||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | ||||||||||
to | to | to | ||||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | ||||||||||
$ | $ | $ | ||||||||||
Net revenues | 226,291,723 | 691,975,575 | 1,694,782,751 | |||||||||
Total operating expenses | (55,725,479 | ) | (70,858,631 | ) | (204,766,265 | ) | ||||||
Net (loss) income | (26,409,424 | ) | 8,058,229 | (1,946,318 | ) | |||||||
(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 ordinary shares and preferred shares when the preferred shares were issued, valuation of stock options. 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 Company assesses the inventory write-down based on different product categories and applies a certain percentages based on aging. The Company 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 (loss) and comprehensive income (loss). | ||||||||||||
(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 (loss). 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 | |||||||||||
Furniture, fixtures and equipment | 2 to 3 years | |||||||||||
Leasehold improvements | Over the lease term | |||||||||||
Motor vehicles | 5 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) | ||||||||||||
Impairment of long-lived assets | ||||||||||||
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 impairments in the amount of $437,725, nil and nil for the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||||
(i) | ||||||||||||
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 platform, 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 seven days upon receipt of products. The Group defers revenue until the return period expires as it does not currently have sufficient historical data related to such sales to reasonably estimate the amount of future returns. | ||||||||||||
Revenue was recorded on a gross basis, net of surcharges and value added tax ("VAT") of 17% 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. | ||||||||||||
The Group also sells prepaid cards which can be redeemed to purchase products sell by the Group. The cash collected from the sales of prepaid cards is initially recorded as advance from customers on the consolidated balance sheets and subsequently recognized as revenues when the prepaid cards are redeemed to purchase products. | ||||||||||||
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. Existing members may also receive extra reward points at the time of the first purchase by those customers referred by them. 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. The Group accrues liabilities for the estimated value of the points earned and expected to be redeemed, which are based on all outstanding reward points related to prior purchases at the end of each reporting period, as it does not currently have sufficient historical data to reasonably estimate the usage rate of these reward points. | ||||||||||||
These liabilities reflect management's best estimate of the cost of future redemptions. As of December 31, 2012 and 2013, the Group recorded deferred revenue related to reward points earned from prior purchases of $10,513,246 and $18,814,448, 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 membership reward points, which can be used to redeem coupons for future purchases. These reward points 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 Company 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 Company's platform, 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. These revenues are recognized on a straight-line basis over the service periods, 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. | ||||||||||||
The Group provides factoring services to some of its suppliers and recognizes interest revenues over the factoring periods. | ||||||||||||
(j) | ||||||||||||
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 $1,694,336, $12,166,659 and $33,883,024 for the years ended December 31, 2011, 2012 and 2013, respectively. Our cost of goods sold does not include fulfillment expenses, therefore our cost of goods sold may not be comparable to other companies which include such expenses in their cost of goods sold. | ||||||||||||
(k) | ||||||||||||
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. | ||||||||||||
(l) | ||||||||||||
Marketing expenses | ||||||||||||
Marketing expenses primarily consist of payroll, bonus and benefits of marketing staff, advertising costs, agency fees and costs for promotional materials. | ||||||||||||
The amounts of advertising expenses were $14,562,477, $29,332,178 and $71,025,704 for the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||||
(m) | ||||||||||||
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. | ||||||||||||
(n) | ||||||||||||
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. | ||||||||||||
(o) | ||||||||||||
Foreign Currency Transactions and Translations | ||||||||||||
The functional currency of the Company and Vipshop HK are the United States dollar ("US dollar"). The functional currency of all the other subsidiaries and the variable interest entity 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 (loss) and comprehensive income (loss). | ||||||||||||
The financial statements of the subsidiaries and the variable interest entity have been translated into US dollars for the purposes of consolidation. Assets and liabilities are translated into US dollars based on the rates of exchange existing on the balance sheet date. Equity accounts are translated at historical exchange rates. The statements of operations are translated using a weighted average rate for the period. Translation adjustments have been reported as a separate component of other 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 $123,300,918 and $333,821,679 at December 31, 2012 and 2013, respectively. | ||||||||||||
(p) | ||||||||||||
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. | ||||||||||||
(q) | ||||||||||||
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. | ||||||||||||
(r) | ||||||||||||
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. | ||||||||||||
(s) | ||||||||||||
Concentration of credit risk | ||||||||||||
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, held-to-maturity securities, amounts due from related parties, other receivables and advances to suppliers. The Group places its cash and cash equivalents 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. | ||||||||||||
(t) | ||||||||||||
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. | |||||||||||
The carrying values of the Group's financial instruments, including cash and cash equivalents, accounts receivable, other receivables, accounts payable, other current liabilities, and amounts due from and to related parties, approximate their fair values. | ||||||||||||
(u) | ||||||||||||
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. | ||||||||||||
(v) | ||||||||||||
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. | ||||||||||||
(w) | ||||||||||||
Series A & B Convertible Preferred Shares | ||||||||||||
The Series A convertible preferred shares ("Series A Preferred Shares") and the Series B convertible preferred shares ("Series B Preferred Shares") are non-redeemable and classified as permanent equity and have been initially recorded at their fair value upon issuance. | ||||||||||||
In March 2012, upon the completion of the Company's initial public offering, all Series A Preferred Shares and Series B Preferred Shares were automatically converted into ordinary shares. | ||||||||||||
(x) | ||||||||||||
Earnings (loss) per share | ||||||||||||
During the period when the preferred shares are outstanding, basic earnings (loss) per share are computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. The Group has determined that its convertible Series A and B Preferred Shares participate in undistributed earnings on the same basis as the ordinary shares. Accordingly, the Group has used the two-class method of computing earnings (loss) per share. Under this method, net income (loss) applicable to holders of ordinary shares is allocated on a pro rata basis to the ordinary and convertible Series A and B Preferred shares to the extent that each class may share in income (loss) for the period had it been distributed. Losses are not allocated to the participating securities. Diluted earnings (loss) per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. | ||||||||||||
After the conversion of the preferred shares, basic earnings (loss) per share are computed by dividing net earnings (loss) 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. | ||||||||||||
(y) | ||||||||||||
Recent Changes in Accounting Standards | ||||||||||||
In February 2013, the Financial Accounting Standards Board (the "FASB") has issued an authoritative pronouncement related to obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The pronouncement provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this pronouncement is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this pronouncement also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in this Accounting Standards Update ("ASU") should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the scope that exist at the beginning of an entity's fiscal year of adoption. An entity may elect to use hindsight for the comparative periods (if it changed its accounting as a result of adopting the amendments in this pronouncement) and should disclose that fact. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Group's consolidated financial results or disclosures. | ||||||||||||
In July 2013, the FASB issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this ASU is not expected to have a material impact on the Group's consolidated financial results or disclosures. | ||||||||||||
Accounts_Receivable
Accounts Receivable | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounts Receivable | ' | |||||||
Accounts Receivable | ' | |||||||
3. Accounts Receivable | ||||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
$ | $ | |||||||
Components of accounts receivable are as follows: | ||||||||
Delivery service providers (a) | 6,875,717 | 573,085 | ||||||
Other customers | 114,843 | 36 | ||||||
Other receivables (b) | — | 2,482,325 | ||||||
Total | 6,990,560 | 3,055,446 | ||||||
The accounts receivable for more than 10% are as follows: | ||||||||
As of | ||||||||
December 31 | ||||||||
2012 | 2013 | |||||||
Lending to supplier A | — | 32 | % | |||||
Lending to supplier B | — | 15 | % | |||||
Delivery service provider A | 18 | % | — | |||||
Delivery service provider B | 17 | % | — | |||||
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 Comany provides lending to some its suppliers, and record corresponding accounts receivables as it keeps the right of recourse. |
Other_Receivables
Other Receivables | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Receivables | ' | |||||||
Other Receivables | ' | |||||||
4. Other Receivables | ||||||||
As of December 31 | ||||||||
2012 | 2013 | |||||||
$ | $ | |||||||
Components of other receivables are as follows: | ||||||||
Deposits (Note) | 4,734,991 | 6,434,449 | ||||||
Cash advanced to staff | 104,310 | 684,106 | ||||||
VAT receivable | 4,934,645 | 8,395,774 | ||||||
Interest receivable | — | 450,376 | ||||||
Others | 219,941 | 516,327 | ||||||
Total | 9,993,887 | 16,481,032 | ||||||
Note: Deposits consist of amounts paid to vendors for advertising, and rental deposits. | ||||||||
Heldtomaturity_securities
Held-to-maturity securities | 12 Months Ended |
Dec. 31, 2013 | |
Held-to-maturity securities | ' |
Held-to-maturity securities | ' |
5. Held-to-maturity securities | |
As of December 31, 2012 and 2013, the Group's held-to-maturity securities consist of debt securities carried at amortized cost of $86,097,191 and $385,841,626 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, 2012 and 2013 was $1,026,325 and $4,256,810 respectively. | |
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, 2013 | |||||||||||
Property and Equipment, Net | ' | ||||||||||
Property and Equipment, Net | ' | ||||||||||
6. Property and Equipment, Net | |||||||||||
As of December 31 | |||||||||||
2012 | 2013 | ||||||||||
$ | $ | ||||||||||
Cost | |||||||||||
Furniture, fixtures and equipment | 12,506,256 | 27,332,339 | |||||||||
Leasehold improvements | 2,624,050 | 6,331,139 | |||||||||
Motor vehicles and software | 3,613,056 | 6,123,775 | |||||||||
Sub-total | 18,743,362 | 39,787,253 | |||||||||
Less: accumulated depreciation | (6,105,795 | ) | (15,487,835 | ) | |||||||
Property and equipment, net | 12,637,567 | 24,299,418 | |||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | |||||||||
to | to | to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Depreciation expenses were charged to: | |||||||||||
Fulfillment expenses | 352,921 | 2,265,757 | 3,167,289 | ||||||||
Marketing expenses | 2,128 | 6,648 | 17,127 | ||||||||
Technology and content expenses | 360,194 | 1,634,180 | 3,442,934 | ||||||||
General and administrative expenses | 653,581 | 620,537 | 2,211,543 | ||||||||
Total | 1,368,824 | 4,527,122 | 8,838,893 | ||||||||
During the year ended December 31, 2011, the Group has recognized impairment loss of leasehold improvements in the amount of US$437,725. The amount has been charged to general and administrative expenses, as such loss relates to a leased office premise that has no future expected usage due to change of business plan. | |||||||||||
Accrued_Expenses_and_other_cur
Accrued Expenses and other current liabilities | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expenses and other current liabilities | ' | |||||||
Accrued Expenses and other current liabilities | ' | |||||||
7. Accrued Expenses and other current liabilities | ||||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
$ | $ | |||||||
Accrued advertising expense | 6,442,327 | 15,062,381 | ||||||
Accrued shipping and handling expenses | 16,979,115 | 54,614,837 | ||||||
Accrued payroll | 8,049,376 | 21,224,480 | ||||||
Social benefit provision | 2,189,601 | 2,954,756 | ||||||
Deposits from delivery service providers | 3,730,277 | 10,311,553 | ||||||
Other tax payable | 8,823,374 | 29,091,190 | ||||||
Income tax payable | 690,410 | 15,341,849 | ||||||
Accrued rental expenses | 1,580,588 | 3,557,804 | ||||||
Accrued administrative expenses | 2,028,619 | 8,679,322 | ||||||
Amounts received on behalf of third-party merchants (Note) | — | 34,720,189 | ||||||
Others | 2,162,756 | 769,158 | ||||||
Total | 52,676,443 | 196,327,519 | ||||||
Note: 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, 2013 | |
Employee Retirement Benefit | ' |
Employee Retirement Benefit | ' |
8. 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 $2,651,763, $5,280,299 and $11,364,237 for the years ended December 31, 2011, 2012 and 2013, respectively. | |
Distribution_of_Profit
Distribution of Profit | 12 Months Ended |
Dec. 31, 2013 | |
Distribution of Profit | ' |
Distribution of Profit | ' |
9. 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 nil, $266,478 and $8,985,792 to general reserve during the year ended December 31, 2011, 2012 and 2013, respectively. | |
The balance of restricted net assets was $121,629,677 and $153,829,188, of which $3,829,188 and $3,829,188 was attributed to the net assets of the VIE and $105,000,000 and $150,000,000 was attributed to the paid in capital of the WOFE, as of December 31, 2012 and 2013, respectively. | |
Capital_Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2013 | |
Capital Structure | ' |
Capital Structure | ' |
10. Capital Structure | |
On August 27, 2010, the Company was incorporated with authorized and issued share capital of $50,000 divided into 50,000 ordinary shares of par value of US$1.0 each to Mr. Eric Ya 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"). | |
On November 22, 2010, the Company subdivided its share capital into 500,000,000 shares at par value of US$0.0001 each. On the same day, the Company redeemed and cancelled 499,990,000 issued shares owned by the existing shareholders on a pro rata basis, at par value of US$0.0001 per share. As a result of these transactions, there were 10,000 issued and outstanding ordinary shares at par value of US$0.0001 per share. | |
Issuance of Series A Preferred Shares | |
In preparation for the issuance of the Company's Series A Preferred Shares, the Series A Preferred Shares investors entered into three loans agreements with the Chairman of the Company on July 20, 2010, October 14, 2010 and December 17, 2010, with an aggregated amount of $9,709,643. Pursuant to these three loan agreements, the entire outstanding principals had been converted into the number of Series A Preferred Shares upon issuance of such shares. During 2010, the Chairman utilized the majority of the proceeds from these three loans to finance the operation of the Company through shareholder loans. | |
On January 24, 2011, the Company, the Series A Preferred Share investors and the Chairman of the Company entered into the Loan Assignment and Assumption Agreement, pursuant to which the Chairman of the Company assigned the entire principal of the three loan agreements entered into with the Series A Preferred Shares investors to the Company (the "Assigned Loans"). | |
On January 31, 2011, the Company re-designated its authorized share capital of $50,000 divided into (a) 479,787,500 ordinary shares of par value of US$0.0001 each and (b) 20,212,500 Series A Preferred Shares of par value of US$0.0001 each. On the same day, the Company issued 47,765,000 ordinary shares to its five original investors in the same proportion of their existing ownership. As a condition to the closing of the Series A Preferred Shares subscription, the Company also repurchased 1,837,500 ordinary shares from one of its Original Investors, Rapid Prince Development Limited ("Rapid Prince"), a company wholly owned by Mr. Bin Wu at an aggregate purchase price of $1,837,500 and these shares were cancelled on the same day. | |
On January 31, 2011, the shareholders and directors of the Company also resolved to reserve 7,350,000 ordinary shares for future issuance under the employee stock incentive plan to be adopted by the Company (the "ESOP"). | |
On February 21, 2011, 20,212,500 Series A Preferred Shares of US$0.0001 each were issued to investors for $20,212,781 or US$1 each. Concurrently, the Company entered into a Convertible Loan Agreement with the Series A Preferred Share investors, also the lenders of the three Assigned Loans, which converted the entire assigned loan amounts into part of the subscription price for Series A Preferred Shares upon closing. | |
The Assigned Loan amount was settled with the accumulated shareholders loan due from the Company to the Chairman on February 21, 2011. The rest of the subscription price of US$10,503,138 was settled in cash on February 23, 2011. | |
Each Series A Preferred Share were convertible, at the option of the holder, at any time after the date of issuance, into one ordinary share of the Company, subject to certain anti-dilution adjustments such as share splits and combination, adjustment for ordinary share dividends and distributions, reorganization and mergers. Each Series A Preferred Share were automatically converted into ordinary shares of the Company upon the closing of an initial public offering of the Company in the United States or on a reputable stock exchange determined by the Company, with gross proceeds to the Company of not less than $30,000,000 (the "Qualified IPO"), or in the event that holders of two-thirds of the Series A Preferred Shares then outstanding elect to convert. Each Series A Preferred Share carried such number of votes as was equal to the number of votes of ordinary shares then issuable upon the conversion of such Series A Preferred Shares, and was entitled to dividend declared or paid on ordinary shareholders on an as-if-converted basis. | |
Upon a liquidation event, the Series A Preferred Shares were entitled to receive out of the assets of the Company available for distribution to its members, prior and in preference to any distribution to ordinary shareholders, the amount of 120% of the Series A Preferred Shares subscription price, adjusted for certain anti-dilutive events, plus all declared but unpaid dividends and distribution on such Series A Preferred Shares. The Series A Preferred Shares were not redeemable at the option of the holders. | |
As another condition to the closing of the Series A Preferred Shares, the Founders and the Original Investors of the Company, entered into the Share Restriction Agreement with the Series A Preferred Share investors and the Company on February 21, 2011. Pursuant to which the Founders and the Original Investors are prohibited from transferring, selling, assigning, pledging or disposing in any way their equity interest in the Company before such shares are vested. | |
The shares held by the Founders were 40% vested immediately, with the remaining shares to be vested in 36 equal and continuous monthly installments for each month starting from February 21, 2011; provided that the Founders remain full-time employees of the Group at the end of such month. A total of 18,632,250 unvested shares were held by the Founders as of February 21, 2011. The shares held by the Original Investors, were 25% vested on February 21, 2012, with the remaining shares to be vested in 36 equal and continuous monthly installments for each month starting from February 21, 2012. The Company had the option to repurchase the ordinary shares held by the Founders in the event a Founder ceased to be a full-time employee of the Group for any reasons. The Company had an irrevocable and exclusive option to repurchase all the unvested shares held by Founders at par value, and all the shares (including vested shares) held by the Founders at fair market value. The Founders and the Original Investors also agreed not to transfer their equity interest in the Company during the 180 day period following the effective date of the Company's first registration statement, or such shorter periods as may be requested by the managing underwriter. The Share Restriction Agreement was terminated upon the closing of the Qualified IPO. | |
This Share Restriction Agreement between the Founders and the Company was accounted for as a reverse stock split follow by the grant of a restricted stock award under a stock-based compensation plan. Accordingly, the Group measured the fair value of the unvested shares of the Founders at grant date and recognizes the whole amount as compensation expense (refer to note 16(b)). | |
As a result of all the above transactions, the Company had an authorized capital of US$50,000 divided into (a) 479,787,500 ordinary shares of a par value of US$0.0001 each, 45,937,500 of which had been issued and outstanding, and (b) 20,212,500 Series A Preferred Shares of par value of US$0.0001 each, all of which had been issued and outstanding. All ordinary shares and per share data had been retroactively restated, unless otherwise indicated, in the accompanying consolidated financial statements and notes to the financial statements for all periods presented to reflect the impact of the above transactions. | |
The Group recorded the initial carrying amount of the convertible non-redeemable Series A Preferred Shares as equity at US$20,113,898, which was the total proceed from the issuance of the shares offset by the direct costs of equity issuance of US$98,883. | |
The fair value of Series A Preferred Shares on issuance date of February 21, 2011 was determined to be US$3.75 per share, and the fair value of ordinary shares of the Company was determined to be US$3.43 per share on that day. Series A Preferred Shareholders paid approximately US$1.00 per share. | |
When estimating the fair values of the ordinary shares as of the issuance date. The Group first determined its enterprise value by means of a discounted cash flow analysis. The discounted cash flow derived by management considered the Group's future business plan, specific business and financial risks, the stage of development of the Group's operations and economic and competitive elements affecting the Group's business, industry and market, and with reference to equity transactions of the Company. The Group then allocated the resulting enterprise value between the ordinary shares and Series A Preferred Shares. The fair values of the shares were determined with the assistance of an independent valuation firm. | |
The Company recognized a deemed dividend of US$49,214,977 for the beneficial conversion feature ("BCF") the Series A Preferred Shareholders received, which is equal to the amount of the intrinsic value of the conversion feature. The intrinsic value was calculated at the commitment date of February 21, 2011, as the difference between the effective conversion price based on the proceeds received of approximately US$1.00 per share and the fair value of the ordinary shares of US$3.43 per share into which the Series A Preferred Shares are convertible, multiplied by the number of ordinary shares into which the Series A Preferred Shares was convertible. | |
Issuance of Series B Preferred Shares | |
On April 11, 2011, in preparation for the closing of the subscription of the 8,166,667 Series B Preferred Shares, the Company re-designated its authorized capital of US$50,000 to be divided into (a) 471,620,833 ordinary shares of par value of US$0.0001 each, (b) 20,212,500 Series A Preferred Shares of par value of US$0.0001 each, and (c) 8,166,667 Series B Preferred Shares of par value of US$0.0001 each. All of the issued and outstanding 45,937,500 ordinary shares and 20,212,500 issued and outstanding Series A Preferred Shares remain unchanged. On the same date, 8,166,667 Series B Preferred Shares were issued to investors, for a total consideration of US$41,223,892 (approximately $5.05 per Series B Preferred Share). | |
Series B Preferred Shareholders had the same rights as Series A Preferred Shareholders as described above, except a different liquidation preference. Upon a liquidation event, and the valuation of the liquidation event was more than RMB5 billion (US$0.8 billion), the holders of the Series B Preferred Shares was entitled to receive on a pro rata basis, the RMB$100 million (US$16.5 million) prior to any distribution to the holders of any other class of shares. After such distribution, the holders of the Series B Preferred Shares was entitled to receive the amount equal to 135% of the Series B Preferred Shares purchase price, plus all declared but unpaid dividends and distributions on such Series B Preferred Shares. Lastly, if there were still any assets or funds, then each holder of Series A Preferred Shares were entitled to receive their distribution at 120% of the Series A purchase price as described above. | |
On April 11, 2011, the Company also adopted the Second Amended and Restated Memorandum and Articles of Association, which raised the amount of the Qualified IPO to an offering with gross proceeds to the Company of not less than $150,000,000. Based on the Second Amended and Restated Memorandum and Articles of Association, each Series A and B Preferred Share were automatically converted into ordinary share upon the closing of the Qualified IPO or with the written consent of the holders of two-thirds of the Series A and B Preferred Shares then outstanding. | |
On April 11, 2011, the Company, the Founders, the Original Investors, Series A and B Preferred Shareholders, entered into the Amended and Restated Share Restriction Agreement (the "Amended SRA") which superseded and replaced in its entirety the Share Restriction Agreement dated February 21, 2011 (the "Original SRA"). The Amended SRA included the Series B Preferred Shareholders as an addition party to the agreement, but did not change any of the significant terms of the Original SRA. | |
The Group recorded the initial carrying amount of the convertible non-redeemable Series B Preferred Shares as equity at US$41,147,021, which was the total proceed from the issuance of the shares offset by the direct costs of equity issuance of US$76,871. | |
The fair value of Series B Preferred Shares on issuance date of April 11, 2011 was determined to be US$5.04 per share, and the fair value of ordinary shares of the Company was determined to be US$3.79 per share on that day. Series B Preferred Shareholders paid approximately US$5.05 per share. Accordingly, there is no BCF related to the issuance of Series B Preferred Shares. | |
The Group determined the fair value of its Series B Preferred Shares and ordinary shares on April 11, 2011 using the same methodologies as its February 21, 2011 valuations described above. | |
Ordinary shares transactions in June 2011 | |
On June 15, 2011, the Chairman and two of the Original Investors, collectively through their respective investment holding companies, transferred 215,431 ordinary shares to Rapid Prince at nil consideration, to correct for an unintended error in earlier share distributions. | |
On the same date, Elegant Motion Holdings Limited ("Elegant Motion"), a company wholly-owned by the Chairman, transferred 1,521,007 ordinary shares of the Company to High Vivacity Holdings Limited ("High Vivacity"), a company wholly-owned by the Mr. Arthur Xiaobo Hong at nil consideration. This transaction was conducted to redistribute the Founders' diluted shareholdings of the Company to align their original agreed upon shareholdings after taken into the effect of the dilutions incurred from the issuance of Series A and B Preferred Shares and the ESOP. As Mr. Arthur Xiaobao Hong is the Group's Founder and has served as the Vice Chairman of the Board of Directors of the Group since its inception, the Company considers the transfer of 1,521,007 ordinary shares from Elegant Motion to High Vivacity a for past services. Accordingly, the Group recognized a stock based compensation of US$6,205,709 on the date of grant based on the fair value of the Company's ordinary share of US$4.08 per share on June 15, 2011, multiple by 1,521,007 ordinary shares transferred (refer to note 16(c)). | |
Further, the Company also issued 198,106 ordinary shares to Elegant Motion and 99,053 ordinary shares to High Vivacity at an aggregate price of US$1.5 million (approximately US$5.05 per share) on June 15, 2011. | |
Termination of the Amended SRA in December 2011 | |
On December 8, 2011, the Company, the Founders, the Original Investors, Series A and B Preferred Shareholders, entered into the Termination Agreement to terminate the Amended SRA. Such termination of the Amended SRA was without prejudice to any rights, obligations or claims that have accrued and were outstanding as at the date of such termination. Such transaction was accounted for as a modification of the vesting conditions of the Founders' restricted stock award (refer to note 16(b) for details). | |
2012 Stock Incentive Plan | |
In March 2012, the Company adopted the Vipshop Holdings Limited 2012 Stock Incentive Plan (the "2012 Plan"). The plan permitted the grant of options to purchase the Company's ordinary shares, restricted shares and restricted share units as deemed appropriate by the administrator under the plan. The maximum aggregate number of shares that could be issued pursuant to the 2012 Share Incentive Plan was 9,000,000. | |
Initial public offering | |
In March 2012, upon the completion of the Company's initial public offering, all Series A Preferred Shares and Series B Preferred Shares were automatically converted into 20,212,500 and 12,682,206 ordinary shares respectively. In addition, as part of the initial public offering, the Company issued 22,009,200 ordinary shares. The gross proceeds received were US$66,022,797 and the related issuance costs were US$3,332,962. | |
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$91,920,000 and the related issuance costs were US$1,571,688. | |
Exercise of stock options | |
During the year ended December 31, 2012 and 2013, 146,316 and 1,905,026 ordinary shares were issued respectively as a result of exercises of share options by employees and a consultant. | |
Vesting of shares awards | |
During the year ended December 31, 2012 and 2013, nil and 476,065 ordinary shares were issued respectively as a result of vesting of shares awards granted to employees and a consultant. | |
Other_Income
Other Income | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Other Income | ' | ||||||||||
Other Income | ' | ||||||||||
11. Other Income | |||||||||||
Other income consist of Government subsidies and miscellaneous. Government subsidies represent rewards provided by the relevant PRC municipal government authorities to the Group for business achievements made by the Group. As there is no further obligation for the Group to perform, government subsidies are recognized as other income when received. The amount of such government subsidies 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 subsidies in the future. | |||||||||||
Other income is comprised of: | |||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Government subsidies | 85,311 | 1,415,420 | 6,292,006 | ||||||||
Claims for Goods insurance | 128,002 | 583,958 | 1,698,484 | ||||||||
Others | 350,869 | 563,943 | 717,997 | ||||||||
Total other income | 564,182 | 2,563,321 | 8,708,487 | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | ' | ||||||||||
12. 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 subsidiary operating in Hong Kong has been calculated by applying the current rate of taxation of 16.5% for the year ended December 31, 2011, 2012 and 2013, if applicable. | |||||||||||
People's Republic of China | |||||||||||
On March 16, 2007, the National People's Congress of China enacted a new Corporate Income Tax Law ("New Tax Law") which became effective on January 1, 2008. Under the New Tax Law, domestically owned enterprises and foreign invested enterprises (the "FIEs") are subject to a uniform tax rate of 25%. While the New Tax 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 that enjoyed the following preferential tax treatment: | |||||||||||
Vipshop Jianyang was classified as a domestically-owned enterprise in the western region that is in an industry sector encouraged by the PRC government. Vipshop Jianyang has 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. | |||||||||||
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. | |||||||||||
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, 2012 and 2013, 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 RMB100,000 ($16,519) 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: | |||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Current tax (note) | — | 706,173 | 29,676,438 | ||||||||
Deferred tax | — | — | (11,126,647 | ) | |||||||
Total tax expenses | — | 706,173 | 18,549,791 | ||||||||
Note: All current tax was related to income tax in PRC. | |||||||||||
Under the New Tax 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 nil and RMB497.1 million (US$82.1 million) as of December 31, 2012 and 2013 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 nil and RMB24.9 million (US$4.14 million) as of December 31, 2012 and 2013 respectively. | |||||||||||
A reconciliation of the income tax expense (credit) to loss before income tax computed by applying the PRC statutory income tax rate of 25% per the consolidated statements of income (loss) and comprehensive income (loss) is as follows: | |||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | |||||||||
to | to | to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
(Loss) income before income tax | (107,271,525 | ) | (8,765,901 | ) | 70,849,654 | ||||||
Computed income tax expense at PRC EIT tax rate | (26,817,881 | ) | (2,191,475 | ) | 17,712,413 | ||||||
Effect of non-deductible expenses, including: | |||||||||||
—Share-based compensation expenses | 18,481,976 | 1,899,237 | 3,114,066 | ||||||||
—Inventory wastage (note) | — | (981,266 | ) | — | |||||||
—Other non-deductible expenses | 1,050,680 | 20,561 | 352,329 | ||||||||
Effect of different tax rates of a subsidiary operating in other jurisdiction | 44,048 | 135,975 | (162,863 | ) | |||||||
Effect of tax holidays on concessionary rates granted to a PRC subsidiary | — | (136,527 | ) | (1,963,422 | ) | ||||||
Change in valuation allowance | 7,241,177 | 1,959,668 | (502,732 | ) | |||||||
Actual income tax expenses | — | 706,173 | 18,549,791 | ||||||||
Note: Inventory wastage represents subsequent reversal of prior yea's non-deductible expenses upon approval by local tax bureau. | |||||||||||
The aggregate amount and per share effect of the tax holidays and tax concessions are as follows: | |||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | |||||||||
to | to | to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
The aggregate effect | — | 136,527 | 1,963,422 | ||||||||
Per share effect—basic | — | 0 | 0.02 | ||||||||
Per share effect—diluted | — | 0 | 0.02 | ||||||||
The principal components of deferred tax assets are as follows: | |||||||||||
As of December 31, | |||||||||||
2012 | 2013 | ||||||||||
$ | $ | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carry forwards | 1,752,613 | 33,928 | |||||||||
Allowance for doubtful debts | 62,369 | 65,368 | |||||||||
Inventory write-down | 2,672,334 | 5,059,396 | |||||||||
Payroll payable and other accruals | 2,139,275 | 4,460,609 | |||||||||
Deferred revenue | 5,443,072 | 12,648,865 | |||||||||
Adverting expenses | — | 625,384 | |||||||||
Others | 14,653 | 153,906 | |||||||||
Foreign exchange (note) | (487,837 | ) | (827,062 | ) | |||||||
Less: valuation allowance | (11,596,479 | ) | (11,093,747 | ) | |||||||
Total deferred tax assets | — | 11,126,647 | |||||||||
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 $7,730,540 and $204,350 of December 31, 2012 and 2013, respectively, for the Group's certain subsidiaries and the variable interest entity in the PRC. | |||||||||||
The Group has provided a valuation allowance for 100% and 50% amount of the deferred tax assets relating to the future benefit of net operating loss carried forward of certain subsidiaries and other deferred tax assets of December 31, 2012 and 2013, 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_loss_Per_Share
Earnings (loss) Per Share | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Earnings (loss) Per Share | ' | ||||||||||
Earnings (loss) Per Share | ' | ||||||||||
13. Earnings (loss) Per Share | |||||||||||
The Group had the following securities 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. | |||||||||||
As of December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Employee Stock Options | 7,167,138 | 6,657,794 | — | ||||||||
Series A Preferred Shares | 20,212,500 | — | — | ||||||||
Series B Preferred Shares | 8,166,667 | — | — | ||||||||
Non-vested ordinary shares | — | 741,500 | — | ||||||||
Basic net earnings (loss) per share is based on the weighted average number of common shares outstanding during each period. For the purpose of calculating basic earnings per share as a result of the Reorganization, the number of ordinary shares used in the calculation reflects the issuance of ordinary shares as if it took place on August 22, 2008. | |||||||||||
Basic earnings (loss) per share and diluted earnings per share have been calculated for the years ended December 31, 2011, 2012 and 2013 as follows: | |||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Numerator: | |||||||||||
Net (loss) income | (107,271,525 | ) | (9,472,074 | ) | 52,299,863 | ||||||
Deemed dividend on issuance of Series A | |||||||||||
Preferred Shares | (49,214,977 | ) | — | — | |||||||
Net (loss) income attributable to ordinary shareholders | (156,486,502 | ) | (9,472,074 | ) | 52,299,863 | ||||||
Denominator: | |||||||||||
Weighted-average ordinary shares, outstanding—basic | 46,255,574 | 88,849,206 | 108,962,637 | ||||||||
Weighted-average ordinary shares, outstanding—diluted | 46,255,574 | 88,849,206 | 115,495,173 | ||||||||
Basic net (loss) earnings per share | (3.38 | ) | (0.11 | ) | 0.48 | ||||||
Diluted net (loss) earnings per share | (3.38 | ) | (0.11 | ) | 0.45 | ||||||
The Series A and B Preferred shares are convertible participating securities but have not been included in the computation of basic net loss per share for the periods presented, as based on the contractual terms, Series A and B Preferred shareholders have no contractual obligation to share in the losses of the Company. | |||||||||||
The Company granted a number of non-vested ordinary shares to an executive officer and certain employees during 2012 (refer to Note 16 (d)), 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, 2013 | |||||
Commitments and contingencies | ' | ||||
Commitments and contingencies | ' | ||||
14. 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. During the three years ended December 31, 2011, 2012 and 2013, the Company incurred rental expenses amounting to $3,153,903, $7,500,451 and13,683,638, respectively. | |||||
As of December 31, 2013, minimum lease payments under all non-cancellable leases were as follows: | |||||
$ | |||||
Year ending December 31, 2014 | 18,634,366 | ||||
Year ending December 31, 2015 | 14,160,517 | ||||
Year ending December 31, 2016 | 14,278,154 | ||||
Year ending December 31, 2017 | 12,241,088 | ||||
Year ending December 31, 2018 | 10,977,795 | ||||
Over December 31, 2018 | 13,695,794 | ||||
Total minimum lease payments | 83,987,714 | ||||
Capital commitment | |||||
As of December 31, 2013, the Group had contracted for capital expenditures of $14,337,967. | |||||
Contingencies | |||||
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. Accrual for the amounts under-paid has been made in the reported periods and amounted to $2,189,601 and $2,954,756 as of December 31, 2012 and 2013, respectively. 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, 2013 | |||||||||||
Related Party Transactions | ' | ||||||||||
Related Party Transactions | ' | ||||||||||
15. Related Party Transactions | |||||||||||
For the years ended December 31, 2011, 2012 and 2013, the Group entered into the following material related party transactions: | |||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Purchase of goods | 6,310,308 | 6,663,431 | 3,688,492 | ||||||||
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 as of December 31, 2012 and 2013 amounted to $177,237 and nil respectively are prepayments related to purchases of goods from 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 companies controlled by shareholders. | |||||||||||
Shareholders provided loans to the Group, which are mainly used for working capital purposes. The outstanding loan balances due to the Chariman, who is also a shareholder, amounted to $789,700 and $1,200,559 as of December 31, 2012 and 2013 respectively, were unsecured, interest free and repayable on demand. | |||||||||||
The amounts due to companies controlled or significantly influenced by shareholders as of December 31, 2012 and 2013 amounted to $546,056 and $940,852 respectively, and were unsecured and interest free. These amounts are all related to purchases of goods from companies controlled by shareholders. | |||||||||||
Sharebased_Payments
Share-based Payments | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Share-based Payments | ' | ||||||||||||||||||
Share-based Payments | ' | ||||||||||||||||||
16. 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 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 Plan, which provide up to an aggregate of 9,000,000 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. | |||||||||||||||||||
During the year ended December 31, 2011, 2012 and 2013, a total of 7,167,138, 758,048 and 450,569 share options were granted to executive officers, employees and a non-employee of the Group under the 2011 and 2012 stock incentive plan respectively. | |||||||||||||||||||
Grant date | Exercise | Number of | Vesting period | ||||||||||||||||
Price | options | ||||||||||||||||||
per share | |||||||||||||||||||
$ | |||||||||||||||||||
March 18, 2011 | 0.5 | 1,470,000 | 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 | 0.5 | 183,750 | 29% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 18, 2011 | 0.5 | 735,000 | 37.5% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 18, 2011 | 0.5 | 735,000 | 56% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 18, 2011 | 0.5 | 367,500 | 33% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 28, 2011 | 0.5 | 945,000 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
July 10, 2011 | 0.5 | 50,000 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
August 30, 2011 | 2.52 | 819,638 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
November 30, 2011 | 2.52 | 551,250 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
November 30, 2011 | 2.5 | 1,310,000 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
February 1, 2012 | 2.52 | 204,910 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
April 16, 2012 | 2.5 | 553,138 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
January 1, 2013 | 0.5 | 400,000 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 22, 2013 | 2.5 | 50,569 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th 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% respectively. | |||||||||||||||||||
The assumptions used in determining the fair value of the share options were as follows: | |||||||||||||||||||
Assumptions | 2011 | 2012 | 2013 | ||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||||||||
Risk-free interest rate | 2.853%~4.127% | 2.5362%~3.002% | 3.19%~3.3% | ||||||||||||||||
Expected Volatility range | 54%~56.68% | 51.33%~53.12% | 24.09%~34.77% | ||||||||||||||||
Expected life | 10 years | 10 years | 10 years | ||||||||||||||||
Exercise multiples | 2.2 to 2.8 times | 2.2 to 2.8 times | 2.2 to 2.8 times | ||||||||||||||||
Weighted average Fair value of underlying ordinary shares | 3.39 | 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: | |||||||||||||||||||
(i) | |||||||||||||||||||
When estimating the fair value of the ordinary shares on grant dates as of March 18, 2011 and March 28, 2011, the Group determined its enterprise value by means of a discounted cash flow analysis using the retrospective approach, and when estimating the fair value of the ordinary shares on grant dates as of August 30, 2011 and November 30, 2011, the Group determined its enterprise price value by means of a discounted cash flow analysis using the contemporaneous approach. The discounted cash flow derived by management considered the Group's future business plan, specific business and financial risks, the stage of development of the Group's operations and economic and competitive elements affecting the Group's business, industry and market, and with reference to equity transactions of the Company. The Group then allocated the resulting enterprise value between the ordinary shares and Series A Preferred Shares. The fair values of the shares were determined with the assistance of an independent valuation firm. | |||||||||||||||||||
(ii) | |||||||||||||||||||
The Group attributed the ordinary shares underlying the options granted on July 10, 2011 at an estimated fair value of $4.31 per share, determined based on the linear relationship between the fair value of the ordinary shares as of June 15, 2011 and the fair value of the ordinary shares as of August 30, 2011. | |||||||||||||||||||
(iii) | |||||||||||||||||||
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 year ended December 31, 2011, 2012 and 2013, the share option movements were as follows: | |||||||||||||||||||
Options | Weighted | Weighted | Weighted | Weighted | Aggregate | ||||||||||||||
outstanding | average | average | average | average | intrinsic | ||||||||||||||
exercise | remaining | fair value | intrinsic | value | |||||||||||||||
price per | contractual | at grant | value per | ||||||||||||||||
share | life per | date | option | ||||||||||||||||
share | |||||||||||||||||||
$ | $ | $ | |||||||||||||||||
As of January 1, 2011 | — | — | — | ||||||||||||||||
Granted during the period | 7,167,138 | 1.25 | 3.61 years | 3.4 | 3.09 | 22,119,207 | |||||||||||||
Outstanding as of December 31, 2011 | 7,167,138 | 1.25 | 3.06 years | ||||||||||||||||
Granted | 758,048 | 2.51 | 3.26 years | 1.91 | 0.59 | 449,469 | |||||||||||||
Exercised | (146,316 | ) | 1.31 | 2.53 years | 3.62 | 5.74 | 840,014 | ||||||||||||
Forfeited | (376,028 | ) | 0.9 | 2.42 years | 1.88 | ||||||||||||||
Outstanding as of December 31, 2012 | 7,402,842 | 1.16 | 2.16 years | 4.13 | 7.76 | 57,439,086 | |||||||||||||
Granted | 450,569 | 0.72 | 3.03 years | 8.88 | 41.12 | 18,525,384 | |||||||||||||
Exercised | (1,905,026 | ) | 1.18 | 1.12 years | 3.95 | 40.66 | 77,465,457 | ||||||||||||
Forfeited | (507,625 | ) | 0.84 | 0.62 years | 3.09 | ||||||||||||||
Outstanding as of December 31, 2013 | 5,440,760 | 1.18 | 1.37 years | ||||||||||||||||
Non-vested as of December 31, 2013 | 3,011,321 | 11.49 | |||||||||||||||||
Options vested and expected to vest as of December 31, 2013 | 5,336,574 | 1.17 | 1.36 years | 217,052,749 | |||||||||||||||
Exercisable as of December 31, 2013 | 3,090,376 | 0.96 | 1.03 years | 126,337,151 | |||||||||||||||
For the year ended December 31, 2011, 2012 and 2013, the Group recognized share-based payment expenses of $3,813,576, $7,369,081 and $8,348,740 in connection with the share options granted to employees, respectively. The total fair value of shares vested during 2012 and 2013 was $10,617,312 and $8,975,087 respectively. | |||||||||||||||||||
As of December 31, 2012 and 2013, there was $14,511,914 and $14,867,234 unrecognized compensation cost related to unvested share options granted to executive and employees of the Group respectively. The unvested share options expense relating to the stock options of the Group is expected to be recognized over a weighted-average period of 2.45 and 2.09 years on a straight-line basis schedule as of December 31, 2012 and 2013 respectively. | |||||||||||||||||||
Option modification | |||||||||||||||||||
In July 2012, the Board of Directors approved an option modification to reduce the exercise price of 819,638 options from $2.52 to $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 $1,122,360, of which $484,862 and $239,073 was recorded during the year ended December 31, 2012 and 2013 respectively. The remaining $637,498 and $398,425 will be amortized over the remaining vesting period of the modified options up to August 2015 as of December 31, 2012 and 2013 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 | After | ||||||||||||||||||
Modification | 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 | 0.5 | |||||||||||||||||
(b) | |||||||||||||||||||
Founders' unvested shares | |||||||||||||||||||
As described on note 10, the Founders' unvested ordinary shares pursuant to the Share Restricted Agreement dated February 21, 2011 and the Amended SRA dated April 11, 2011, were measured at grant date fair value and to be recognized as compensation expense over the vesting periods. The shares held by the Founders shall be 40% vested immediately, with the remaining shares to be vested in 36 equal and continuous monthly installments for each month starting from February 21, 2011; provided that the Founders remain full-time employees of the Group at the end of such month. The Company has the option to repurchase the ordinary shares held by the Founders in the event a Founder ceases to be a full-time employee of the Group for any reasons. The Company shall have an irrevocable and exclusive option to repurchase all the unvested shares held by Founders at par value, and all the shares (including vested shares) held by the Founders at fair market value. | |||||||||||||||||||
Before the Founders' unvested shares were vested and released from the repurchase rights, the Founders shall be entitled to all rights and privileges as shareholders of the ordinary shares, including voting rights and dividends. Therefore, these unvested shares were considered participating securities for the purpose of earnings (loss) per share calculation. | |||||||||||||||||||
On December 8, 2011, the Company, the Founders, the Original Investors, Series A and B Preferred Shareholders entered into the Termination Agreement to terminate the Amended SRA. This transaction in substance accelerated the vesting terms of services provided by the Founders related to their restricted stock awards, from the original vesting terms to December 8, 2011. Accordingly, this transaction was accounted for as a modification of the vesting conditions, and all unrecognized share-based compensation expense related to the Founders' unvested shares as of December 8, 2011 was expensed to profit or loss on that day. | |||||||||||||||||||
(c) | |||||||||||||||||||
Ordinary shares transferred to the Vice Chairman of the Board of Directors | |||||||||||||||||||
For the year ended December 31, 2011, the Group recorded share-based compensation expense of $63,908,618 related to the unvested shares of the Founders. | |||||||||||||||||||
On June 15, 2011, Elegant Motion, a company wholly-owned by the Chairman, transferred 1,521,007 ordinary shares to High Vivacity, a company wholly-owned by Mr. Hong, who is an employee and vice chairman of the board of directors of the Company. The transfer of shares was intended to compensate Mr. Hong's contribution for his services as an employee of the Company. In conjunction with the Reorganization of the Company that took place in 2011, Mr. Shen determined the number of ordinary shares and executed the share transfer on June 10, 2011. The Company considers June 10, 2011 as the grant date of the share award. Accordingly, the transaction was recognized as share-based compensation for past services of Mr. Arthur Xiaobo on the grant date. The Group recognized a share-based compensation of US$6,205,708 on June 15, 2011, based on the fair value of the Company's ordinary share of US$4.08 per share on that date multiple by 1,521,007 ordinary shares transferred. | |||||||||||||||||||
The following table summarizes information regarding the ordinary shares granted during the year ended December, 31 2011 as share-based compensation: | |||||||||||||||||||
Number of | Weighted average | ||||||||||||||||||
ordinary | granted date | ||||||||||||||||||
shares | fair value(A) | ||||||||||||||||||
Ordinary shares granted as share-based compensation outstanding as of January 1, 2011 | — | — | |||||||||||||||||
Granted (note 16(b)) | 18,632,250 | 3.43 | |||||||||||||||||
Granted (note 16(c)) | 1,521,007 | 4.08 | |||||||||||||||||
Vested | (20,153,257 | ) | |||||||||||||||||
Outstanding as of December 31, 2011 | — | — | |||||||||||||||||
Note A: The fair value of ordinary shares are determined using the same methodologies as described in note 15(a) footnote 6(i), with the assistance of an independent valuation firm. | |||||||||||||||||||
(d) | |||||||||||||||||||
Non-vested shares | |||||||||||||||||||
During 2012 and 2013, a total of 741,500 and 1,483,600 non-vested shares were granted to executive officers, employees, members of Audit Committee and consultants of the Group under the 2012 stock incentive plan, respectively. The Company granted 367,500, 340,000, 34,000, 561,000, 10,000, 501,000 and 411,600 non-vested shares on June 1, September 30 and October 1, 2012 and January 1, March 22, April 1 and September 30, 2013, respectively. Most of these shares 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. | |||||||||||||||||||
The Group recognized compensation expense over the four year service period on a straight line basis, and applied a forfeiture rate of 9% on 374,000 non-vested shares grant to certain employees during 2012 and 12% on 964,000 non-vested shares grant to certain employees during 2013. The aggregate fair value of the restricted shares at grant dates was $2,413,092 and $21,492,565 during 2012 and 2013 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, which was US$2.76, US$3.75 and US$3.70 on June 1, September 30 and October 1, 2012, and US$8.92, US$14.31, US$14.93 and US$21.21 on January 1, March 22, April 1 and September 1, 2013, respectively. | |||||||||||||||||||
As of December 31, 2012 and 2013 there was $2,059,168 and $17,383,954 unrecognized compensation cost related to non-vested shares which is expected to be recognized over a weighted average vesting period of 3.62 years and 3.26 years respectively. The weighted average granted fair value of non-vested shares granted during the year ended December 31, 2012 and 2013 was $3.25 and $13.15 respectively. There has been no forfeiture of non-vested shares during the year ended December 31, 2012 and 2013. | |||||||||||||||||||
(e) | |||||||||||||||||||
Share-based compensation expenses | |||||||||||||||||||
For the years ended December 31, 2011, 2012 and 2013, share-based compensation expenses have been included in the following balances on the consolidated statements of income (loss) and comprehensive income (loss): | |||||||||||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||||||||||
$ | $ | $ | |||||||||||||||||
Fulfillment expenses | (297,095 | ) | (292,866 | ) | (721,531 | ) | |||||||||||||
Marketing expenses | (184,404 | ) | (169,100 | ) | (381,326 | ) | |||||||||||||
Technology and content expenses | (729,420 | ) | (897,133 | ) | (3,275,228 | ) | |||||||||||||
General and administrative expenses | (72,716,983 | ) | (6,237,850 | ) | (8,078,178 | ) | |||||||||||||
(73,927,902 | ) | (7,596,949 | ) | (12,456,263 | ) | ||||||||||||||
Segment_information
Segment information | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Segment information | ' | |||||||
Segment information | ' | |||||||
17. 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 Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Group. The Group's net revenues are all generated from customers in the PRC. Hence, the Group operates and manages its business without segments. All the property, plant and equipment of the Group are 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 factoring services provided to vendors of the Group. | ||||||||
Revenues from different product groups and services are as follow: | ||||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
$ | $ | |||||||
Product revenues | ||||||||
Apparel | 296,463,332 | 757,132,824 | ||||||
Shoes and bags | 84,801,417 | 245,095,274 | ||||||
Cosmetics | 75,221,908 | 107,069,891 | ||||||
Sportswear and sporting goods | 70,721,110 | 140,340,540 | ||||||
Home goods and other lifestyle products | 68,810,873 | 143,484,624 | ||||||
Toys, kids and baby | 34,544,067 | 89,129,541 | ||||||
Other goods | 59,494,542 | 198,308,159 | ||||||
690,057,249 | 1,680,560,853 | |||||||
Other revenues | 2,055,715 | 16,111,882 | ||||||
Total net revenues | 692,112,964 | 1,696,672,735 | ||||||
Subsequent_event
Subsequent event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent event | ' |
Subsequent event | ' |
18. Subsequent event | |
(a) | |
On February 1, 2014, the Group granted 1,240,448 non-vested ordinary shares to its executive officers and employees. These shares have a vesting period of four years of employment services with the first twenty five percent vesting on the first anniversary of the grant date, and the remaining seventy five percent 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, pledged or otherwise transferred, and the holder has no voting or dividend right on the non-vested shares. The ordinary share of the Company on grant date was US$52.93 on grant date. | |
(b) | |
In February 2014, the Group acquired a 75% equity interest Lefeng.com Limited ("Lefeng") from Ovation Entertainment Limited ("Ovation"). Lefeng 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 payable by the Group for the acquisition was approximately US$132.5 million, including cash payment and financing in connection with assumed liabilities. | |
In connection with this acquisition, the Company entered into a framework supply agreement with the PRC affiliates of Lefeng and Ovation, pursuant to which Ovation's PRC affiliate agreed to supply cosmetics, apparel and other consumer products developed under Ovation's proprietary brands for sale to consumers through vip.com and lefeng.com. If sales of Ovation products through vip.com and lefeng.com in 2014 are less than RMB900 million (US$148.7million), the Company would be required to purchase additional products from Ovation to the extent of the shortfall. However, if sales of Ovation products through vip.com and lefeng.com in 2014 exceed RMB900 million (US$148.7million), the Company would be entitled to a commission based on the amount of such excess sales. | |
Subsequently in February 2014, the Company acquired a 23% equity interest in Ovation for a total consideration of approximately US$55.8 million pursuant to a share purchase and subscription agreement with Ovation and certain of its existing shareholders. | |
(c) | |
On February 14, 2014, the Company entered into a term loan facility agreement with Wing Lung Bank Limited for a loan facility of up to US$50 million or its equivalent of HK$390 million. The term loan facility will mature 12 months following the drawdown date or 30 days prior to expiry of the irrevocable letter of credit described below, whichever is earlier, and bears interest at the rate of three-month LIBOR plus 1.8% for borrowings denominated in U.S. dollars or three-month HIBOR plus 1.6% for borrowings denominated in Hong Kong dollars. The facility is guaranteed by an irrevocable standby letter of credit for an amount no less than US$50 million (or Renminbi with amount not less than 103% of US$/HK$ equivalent of US$50 million) issued by China Merchants Bank Co., Limited, Guangzhou Branch where the Company maintains its bank deposits. | |
On February 21, 2014, the Company entered into a credit agreement with China Merchants Bank Co., Limited, New York Branch for a credit facility of up to US$150 million. The available period for the facility is three months from the closing of the facility and is collateralized by irrevocable standby letters of credit issued by one of the bank's PRC branches and secured by bank deposits of an amount equal to that of the letters of credit in an account maintained with that branch. The maturity date of each borrowing under the credit facility is the earlier of (1) the first anniversary of its borrowing date, and (2) the date that is ten business days prior to the date on which any letter of credit securing the loan obligations shall expire or terminate. | |
As of the date of this report, the Company made one drawdown of US$50 million under the term loan facility and two drawdowns in the aggregate amount of US$120.9 million under the credit facility. The interest rate for the two drawdowns under the credit facility is three-month LIBOR plus 1.5%. The Company entered into these loan arrangements primarily to satisfy their offshore funding needs in connection with their acquisitions of equity interest in Lefeng and Ovation (note 18(b)). | |
Schedule_ICondensed_Financial_
Schedule I-Condensed Financial Information | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||||||
Schedule I-Condensed Financial Information | ' | |||||||||||||||||||||||||||||||
Schedule I-Condensed Financial Information | ' | |||||||||||||||||||||||||||||||
SCHEDULE I—CONDENSED FINANCIAL INFORMATION | ||||||||||||||||||||||||||||||||
STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||||||||||||||||||
(In U.S. dollars, except for share data) | ||||||||||||||||||||||||||||||||
1.1.2011 to 12.31.2011 | 1.1.2012 to 12.31.2012 | 1.1.2013 to 12.31.2013 | ||||||||||||||||||||||||||||||
$ | $ | $ | ||||||||||||||||||||||||||||||
General and administrative expenses | (73,927,902 | ) | (7,596,949 | ) | (12,456,263 | ) | ||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Loss from operations | (73,927,902 | ) | (7,596,949 | ) | (12,456,263 | ) | ||||||||||||||||||||||||||
Equity in (losses) incomes of subsidiaries and a variable interest entity | (33,343,623 | ) | (1,875,125 | ) | 64,756,126 | |||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Net (loss) income | (107,271,525 | ) | (9,472,074 | ) | 52,299,863 | |||||||||||||||||||||||||||
Deemed dividend on issuance of Series A Preferred Shares | (49,214,977 | ) | — | — | ||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Net (loss) income attributable to ordinary shareholders | (156,486,502 | ) | (9,472,074 | ) | 52,299,863 | |||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Net (loss) income | (107,271,525 | ) | (9,472,074 | ) | 52,299,863 | |||||||||||||||||||||||||||
Other comprehensive (loss) income, net of tax: | ||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | (569,628 | ) | 994,606 | 3,518,820 | ||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Comprehensive (loss) income | (107,841,153 | ) | (8,477,468 | ) | 55,818,683 | |||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
SCHEDULE I—CONDENSED FINANCIAL INFORMATION | ||||||||||||||||||||||||||||||||
BALANCE SHEETS | ||||||||||||||||||||||||||||||||
(In U.S. dollars, except for share data) | ||||||||||||||||||||||||||||||||
As of December 31, | ||||||||||||||||||||||||||||||||
2012 | 2013 | |||||||||||||||||||||||||||||||
$ | $ | |||||||||||||||||||||||||||||||
ASSETS | ||||||||||||||||||||||||||||||||
NON-CURRENT ASSETS | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | — | 95,124 | ||||||||||||||||||||||||||||||
Amount due from a subsidiary | 82,582,815 | 243,160,275 | ||||||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
TOTAL ASSETS | 82,582,815 | 243,255,399 | ||||||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||||||||||||||
Amount due to a shareholder | 1 | 1 | ||||||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
Total liabilities | 1 | 1 | ||||||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
EQUITY | ||||||||||||||||||||||||||||||||
Ordinary shares (US$0.0001 par value, 471,620,833 shares authorized, and 101,284,881 and 111,665,972 shares issued and outstanding as of December 31, 2012 and December 31, 2013, respectively) | 10,128 | 11,167 | ||||||||||||||||||||||||||||||
Additional paid-in capital | 258,368,448 | 363,221,310 | ||||||||||||||||||||||||||||||
Accumulated losses | (176,025,335 | ) | (123,725,472 | ) | ||||||||||||||||||||||||||||
Accumulated other comprehensive income | 229,573 | 3,748,393 | ||||||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
Total shareholders' equity | 82,582,814 | 243,255,398 | ||||||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 82,582,815 | 243,255,399 | ||||||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
SCHEDULE I—CONDENSED FINANCIAL INFORMATION | ||||||||||||||||||||||||||||||||
STATEMENTS OF SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||||||||
(In U.S. dollars, except for share data) | ||||||||||||||||||||||||||||||||
Series A | Series B | |||||||||||||||||||||||||||||||
Preferred shares | Preferred shares | Ordinary shares | ||||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||||||
other | ||||||||||||||||||||||||||||||||
comprehensive | ||||||||||||||||||||||||||||||||
No. of | Amount | No. of | Amount | No. of | Amount | Additional | Accumulated | income (loss) | Total | |||||||||||||||||||||||
shares | shares | shares | paid-in | losses | ||||||||||||||||||||||||||||
capital | ||||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
Balance as of January 1, 2011 | — | — | — | — | 47,775,000 | 4,778 | 145,805 | (10,066,759 | ) | (195,405 | ) | (10,111,581 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (107,271,525 | ) | — | (107,271,525 | ) | ||||||||||||||||||||
Repurchase of ordinary shares | — | — | — | — | (1,837,500 | ) | (184 | ) | (1,837,316 | ) | — | — | (1,837,500 | ) | ||||||||||||||||||
Issuance of ordinary shares | — | — | — | — | 297,159 | 30 | 1,499,964 | — | — | 1,499,994 | ||||||||||||||||||||||
Issuance of Series A Preferred shares | 20,212,500 | 20,113,898 | — | — | — | — | — | — | — | 20,113,898 | ||||||||||||||||||||||
Issuance of Series B Preferred shares | — | — | 8,166,667 | 41,147,021 | — | — | — | — | — | 41,147,021 | ||||||||||||||||||||||
Registered capital contributions by shareholders of the VIE | — | — | — | — | — | — | 1,390,621 | — | — | 1,390,621 | ||||||||||||||||||||||
Deemed dividend on issuance of Series A Preferred shares | — | — | — | — | — | — | 49,214,977 | (49,214,977 | ) | — | — | |||||||||||||||||||||
Share-based compensation expenses | — | — | — | — | — | — | 73,927,902 | — | — | 73,927,902 | ||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | — | (569,628 | ) | (569,628 | ) | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2011 | 20,212,500 | 20,113,898 | 8,166,667 | 41,147,021 | 46,234,659 | 4,624 | 124,341,953 | (166,553,261 | ) | (765,033 | ) | 18,289,202 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | — | — | — | — | — | — | — | (9,472,074 | ) | — | (9,472,074 | ) | ||||||||||||||||||||
Issuance of ordinary shares pursuant to initial public offering | — | — | — | — | 22,009,200 | 2,201 | 66,020,596 | — | — | 66,022,797 | ||||||||||||||||||||||
Direct offering expenses | — | — | — | — | — | — | (3,332,962 | ) | — | — | (3,332,962 | ) | ||||||||||||||||||||
Conversion of Series A Preferred Shares into ordinary shares | (20,212,500 | ) | (20,113,898 | ) | — | — | 20,212,500 | 2,021 | 20,111,877 | — | — | — | ||||||||||||||||||||
Conversion of Series B Preferred Shares into ordinary shares | — | — | (8,166,667 | ) | (41,147,021 | ) | 12,682,206 | 1,268 | 41,145,753 | — | — | — | ||||||||||||||||||||
Proceeds from registered capital contributions by shareholders of the VIE | — | — | — | — | — | — | 2,292,763 | — | — | 2,292,763 | ||||||||||||||||||||||
Proceeds from issuance of ordinary shares upon exercise of stock options | — | — | — | — | 146,316 | 14 | 191,519 | — | — | 191,533 | ||||||||||||||||||||||
Share-based compensation expenses | — | — | — | — | — | — | 7,596,949 | — | — | 7,596,949 | ||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | — | 994,606 | 994,606 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2012 | — | — | — | — | 101,284,881 | 10,128 | 258,368,448 | (176,025,335 | ) | 229,573 | 82,582,814 | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net lncome | — | — | — | — | — | — | — | 52,299,863 | — | 52,299,863 | ||||||||||||||||||||||
Issuance of ordinary shares pursuant to follow-on offering | — | — | — | — | 8,000,000 | 800 | 91,919,200 | — | — | 91,920,000 | ||||||||||||||||||||||
Direct offering expenses of follow-on offering | — | — | — | — | — | — | (1,571,688 | ) | — | — | (1,571,688 | ) | ||||||||||||||||||||
Proceeds from issuance of ordinary shares upon exercise of stock options | — | — | — | — | 1,905,026 | 191 | 2,049,087 | — | — | 2,049,278 | ||||||||||||||||||||||
Proceeds from issuance of ordinary shares upon exercise of non-vested shares | — | — | — | — | 476,065 | 48 | — | — | — | 48 | ||||||||||||||||||||||
Share-based compensation expense | — | — | — | — | — | — | 12,456,263 | — | — | 12,456,263 | ||||||||||||||||||||||
Foreign currency translation | — | — | — | — | — | — | — | — | 3,518,820 | 3,518,820 | ||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2013 | — | — | — | — | 116,665,972 | 11,167 | 363,221,310 | (123,725,472 | ) | 3,748,393 | 243,255,398 | |||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
SCHEDULE I—CONDENSED FINANCIAL INFORMATION | ||||||||||||||||||||||||||||||||
STATEMENTS OF CASH FLOWS | ||||||||||||||||||||||||||||||||
(In U.S. dollars, except for share data) | ||||||||||||||||||||||||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | ||||||||||||||||||||||||||||||
to | to | to | ||||||||||||||||||||||||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | ||||||||||||||||||||||||||||||
$ | $ | $ | ||||||||||||||||||||||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||||||||||||||||||||||||||
Net (loss) income | (107,271,525 | ) | (9,472,074 | ) | 52,299,863 | |||||||||||||||||||||||||||
Adjustments to reconcile net (loss) income to net cash by operating activities: | ||||||||||||||||||||||||||||||||
Equity in (losses) incomes of subsidiaries and a variable interest entity | 33,343,623 | 1,875,125 | (64,756,126 | ) | ||||||||||||||||||||||||||||
Share-based compensation expenses | 73,927,902 | 7,596,949 | 12,456,263 | |||||||||||||||||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||||||||||||||||||
Amount due from a subsidiary | — | — | (92,302,514 | ) | ||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Net cash used in operating activities | — | — | (92,302,514 | ) | ||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||||||||||
Proceeds from issuance of ordinary shares in the offerings, net of issuance costs | — | — | 90,348,312 | |||||||||||||||||||||||||||||
Proceeds from issuance of ordinary shares upon exercise of stock options | — | — | 2,049,326 | |||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Net cash provided by financing activities | — | — | 92,397,638 | |||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Net increase in cash and cash equivalents | — | — | 95,124 | |||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Cash and cash equivalents at beginning of the period | — | — | — | |||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
Cash and cash equivalents at end of the period | — | — | 95,124 | |||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||
NOTE TO SCHEDULE I | ||||||||||||||||||||||||||||||||
(In U.S. dollars, 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, 2012 and 2013, $121,629,677 and $153,829,188 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 WOFE and the VIE 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 WOFE or the VIE to the Company during the periods presented. Total restricted net assets of the Group include net assets of VIE and paid in capital of WOFE. The balance of restricted net assets was $121,629,677 and $153,829,188, of which $3,829,188 and $3,829,188 was attributed to the net assets of the VIE and $105,000,000 and $150,000,000 was attributed to the paid in capital of the WOFE, as of December 31, 2012 and 2013, respectively. | ||||||||||||||||||||||||||||||||
During the each of the three years in the period ended December 31, 2013, 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. | ||||||||||||||||||||||||||||||||
The Parent Company had no bank account for the years ended December 31, 2011 and 2012. | ||||||||||||||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
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 and VIE for which it is deemed 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 VIE 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 WOFE, 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 WOFE 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 WOFE 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 WOFE 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 WOFE fees equal to 100% of its net income, the rate of service fees may be adjusted upon mutual discussions between the two parties. The WOFE 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 WOFE when the fees becomes due. | ||||||||||||
Exclusive Option Agreements: Each equity holder of Vipshop Information granted the WOFE an irrevocable and exclusive right to purchase, or designate one or more persons to purchase, their equity interest in Vipshop Information at the WOFE's sole and absolute discretion to the extent permitted by the PRC laws. The purchase price is 10 Renminbi ("RMB") (US$1.65); if appraisal is required by laws of the PRC at the time when the WOFE 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 WOFE 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 WOFE 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 WOFE in consideration of the services to be provided by the WOFE, shall equal to 100% of the net income of Vipshop Information, provided that the WOFE, 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 WOFE. The WOFE 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 WOFE 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 WOFE. | ||||||||||||
Exclusive Purchase Framework Agreement: The WOFE 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 WOFE or its subsidiaries. Vipshop Information and its subsidiaries must not purchase from any third party products or services which the WOFE is capable of providing. The term of this agreement is five years from September 1, 2011. If neither party objects in writing and 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 WOFE 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 WOFE 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 WOFE 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. | ||||||||||||
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 not been subsequently amended, the Company has the ability to effectively control Vipshop Information through the WOFE. 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 WOFE 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. Other than Vipshop 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 VIE 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 WOFE or the VIE, revoking the business licenses or operating licenses of the WOFE or the VIE, shutting down the Group's servers or blocking the Group's website, 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 VIE and its 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 VIE and their equity holders in the event of a breach or non-compliance by the VIE or their equity holders; and | ||||||||||||
• | ||||||||||||
Each of the shareholders of the VIE is also a director of the Company, 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 VIE and its shareholders, (a) the Company may replace any such individual as a shareholder of the VIE at the Company's discretion, and (b) each of these individuals has executed a power of attorney to appoint the WOFE 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. | ||||||||||||
Vipshop Information's total assets, total liabilities, total equity, net revenues, total operating expenses and net (loss) income attributable to the Company and after intercompany eliminations are as follows: | ||||||||||||
As of December 31, | ||||||||||||
2012 | 2013 | |||||||||||
$ | $ | |||||||||||
Total assets | 173,424,245 | 631,848,860 | ||||||||||
Current Liabilities: | ||||||||||||
Accounts payable | (101,556 | ) | (70,026 | ) | ||||||||
Advance from customers | (55,948,713 | ) | (131,781,751 | ) | ||||||||
Accrued expenses and other current liabilities | (24,908,418 | ) | (101,097,647 | ) | ||||||||
Amounts due to related parties | (789,057 | ) | (1,369,767 | ) | ||||||||
Deferred income | (10,850,319 | ) | (20,592,249 | ) | ||||||||
Total current liabilities | (92,598,063 | ) | (254,911,440 | ) | ||||||||
Total liabilities | (92,598,063 | ) | (254,911,440 | ) | ||||||||
Total equity | 80,826,182 | 376,937,420 | ||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | ||||||||||
to | to | to | ||||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | ||||||||||
$ | $ | $ | ||||||||||
Net revenues | 226,291,723 | 691,975,575 | 1,694,782,751 | |||||||||
Total operating expenses | (55,725,479 | ) | (70,858,631 | ) | (204,766,265 | ) | ||||||
Net (loss) income | (26,409,424 | ) | 8,058,229 | (1,946,318 | ) | |||||||
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 ordinary shares and preferred shares when the preferred shares were issued, valuation of stock options. 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 Company assesses the inventory write-down based on different product categories and applies a certain percentages based on aging. The Company 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 (loss) and comprehensive income (loss). | ||||||||||||
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 (loss). 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 | |||||||||||
Furniture, fixtures and equipment | 2 to 3 years | |||||||||||
Leasehold improvements | Over the lease term | |||||||||||
Motor vehicles | 5 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%. | ||||||||||||
Impairment of long-lived assets | ' | |||||||||||
(h) | ||||||||||||
Impairment of long-lived assets | ||||||||||||
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 impairments in the amount of $437,725, nil and nil for the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||||
Revenue recognition | ' | |||||||||||
(i) | ||||||||||||
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 platform, 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 seven days upon receipt of products. The Group defers revenue until the return period expires as it does not currently have sufficient historical data related to such sales to reasonably estimate the amount of future returns. | ||||||||||||
Revenue was recorded on a gross basis, net of surcharges and value added tax ("VAT") of 17% 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. | ||||||||||||
The Group also sells prepaid cards which can be redeemed to purchase products sell by the Group. The cash collected from the sales of prepaid cards is initially recorded as advance from customers on the consolidated balance sheets and subsequently recognized as revenues when the prepaid cards are redeemed to purchase products. | ||||||||||||
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. Existing members may also receive extra reward points at the time of the first purchase by those customers referred by them. 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. The Group accrues liabilities for the estimated value of the points earned and expected to be redeemed, which are based on all outstanding reward points related to prior purchases at the end of each reporting period, as it does not currently have sufficient historical data to reasonably estimate the usage rate of these reward points. | ||||||||||||
These liabilities reflect management's best estimate of the cost of future redemptions. As of December 31, 2012 and 2013, the Group recorded deferred revenue related to reward points earned from prior purchases of $10,513,246 and $18,814,448, 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 membership reward points, which can be used to redeem coupons for future purchases. These reward points 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 Company 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 Company's platform, 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. These revenues are recognized on a straight-line basis over the service periods, 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. | ||||||||||||
The Group provides factoring services to some of its suppliers and recognizes interest revenues over the factoring periods. | ||||||||||||
Cost of goods sold | ' | |||||||||||
(j) | ||||||||||||
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 $1,694,336, $12,166,659 and $33,883,024 for the years ended December 31, 2011, 2012 and 2013, respectively. Our cost of goods sold does not include fulfillment expenses, therefore our cost of goods sold may not be comparable to other companies which include such expenses in their cost of goods sold. | ||||||||||||
Fulfillment expenses | ' | |||||||||||
(k) | ||||||||||||
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 | ' | |||||||||||
(l) | ||||||||||||
Marketing expenses | ||||||||||||
Marketing expenses primarily consist of payroll, bonus and benefits of marketing staff, advertising costs, agency fees and costs for promotional materials. | ||||||||||||
The amounts of advertising expenses were $14,562,477, $29,332,178 and $71,025,704 for the years ended December 31, 2011, 2012 and 2013, respectively. | ||||||||||||
Technology and content expenses | ' | |||||||||||
(m) | ||||||||||||
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 | ' | |||||||||||
(n) | ||||||||||||
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 | ' | |||||||||||
(o) | ||||||||||||
Foreign Currency Transactions and Translations | ||||||||||||
The functional currency of the Company and Vipshop HK are the United States dollar ("US dollar"). The functional currency of all the other subsidiaries and the variable interest entity 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 (loss) and comprehensive income (loss). | ||||||||||||
The financial statements of the subsidiaries and the variable interest entity have been translated into US dollars for the purposes of consolidation. Assets and liabilities are translated into US dollars based on the rates of exchange existing on the balance sheet date. Equity accounts are translated at historical exchange rates. The statements of operations are translated using a weighted average rate for the period. Translation adjustments have been reported as a separate component of other 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 $123,300,918 and $333,821,679 at December 31, 2012 and 2013, respectively. | ||||||||||||
Income Taxes | ' | |||||||||||
(p) | ||||||||||||
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 | ' | |||||||||||
(q) | ||||||||||||
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) | ' | |||||||||||
(r) | ||||||||||||
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. | ||||||||||||
Concentration of credit risk | ' | |||||||||||
(s) | ||||||||||||
Concentration of credit risk | ||||||||||||
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, held-to-maturity securities, amounts due from related parties, other receivables and advances to suppliers. The Group places its cash and cash equivalents 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 | ' | |||||||||||
(t) | ||||||||||||
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. | |||||||||||
The carrying values of the Group's financial instruments, including cash and cash equivalents, accounts receivable, other receivables, accounts payable, other current liabilities, and amounts due from and to related parties, approximate their fair values. | ||||||||||||
Operating leases | ' | |||||||||||
(u) | ||||||||||||
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 | ' | |||||||||||
(v) | ||||||||||||
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. | ||||||||||||
Series A & B Convertible Preferred Shares | ' | |||||||||||
(w) | ||||||||||||
Series A & B Convertible Preferred Shares | ||||||||||||
The Series A convertible preferred shares ("Series A Preferred Shares") and the Series B convertible preferred shares ("Series B Preferred Shares") are non-redeemable and classified as permanent equity and have been initially recorded at their fair value upon issuance. | ||||||||||||
In March 2012, upon the completion of the Company's initial public offering, all Series A Preferred Shares and Series B Preferred Shares were automatically converted into ordinary shares. | ||||||||||||
Earnings (loss) per share | ' | |||||||||||
(x) | ||||||||||||
Earnings (loss) per share | ||||||||||||
During the period when the preferred shares are outstanding, basic earnings (loss) per share are computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. The Group has determined that its convertible Series A and B Preferred Shares participate in undistributed earnings on the same basis as the ordinary shares. Accordingly, the Group has used the two-class method of computing earnings (loss) per share. Under this method, net income (loss) applicable to holders of ordinary shares is allocated on a pro rata basis to the ordinary and convertible Series A and B Preferred shares to the extent that each class may share in income (loss) for the period had it been distributed. Losses are not allocated to the participating securities. Diluted earnings (loss) per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. | ||||||||||||
After the conversion of the preferred shares, basic earnings (loss) per share are computed by dividing net earnings (loss) 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. | ||||||||||||
Recent Changes in Accounting Standards | ' | |||||||||||
(y) | ||||||||||||
Recent Changes in Accounting Standards | ||||||||||||
In February 2013, the Financial Accounting Standards Board (the "FASB") has issued an authoritative pronouncement related to obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The pronouncement provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this pronouncement is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this pronouncement also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in this Accounting Standards Update ("ASU") should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the scope that exist at the beginning of an entity's fiscal year of adoption. An entity may elect to use hindsight for the comparative periods (if it changed its accounting as a result of adopting the amendments in this pronouncement) and should disclose that fact. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Group's consolidated financial results or disclosures. | ||||||||||||
In July 2013, the FASB issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this ASU is not expected to have a material impact on the Group's consolidated financial results or disclosures. | ||||||||||||
Organization_and_principal_act1
Organization and principal activities (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Organization and principal activities | ' | |||||||||
Schedule of consolidated subsidiaries and VIE | ' | |||||||||
As of December 31, 2013, the Company's significant consolidated subsidiaries and VIE consist of the following: | ||||||||||
Name | Date of | Place of | Percentage of | Principal activities | ||||||
incorporation | incorporation | shareholdings | ||||||||
Guangzhou Vipshop Information Technology Co., Ltd.("Vipshop Information" or the "VIE") | August 22, 2008 | China | VIE | Online retail | ||||||
Vipshop International Holdings Limited("Vipshop HK") | October 22, 2010 | Hong Kong | 100% | Investment holding | ||||||
Vipshop (China) Co., Ltd.(the "WOFE") | 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 | ||||||
Shanghai Pinzhong Commercial Factoring Co., Ltd. ("Pinzhong Factoring") | August 1, 2013 | China | 100% | Business financing |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||
Schedule of Vipshop Information's total assets, total liabilities, total equity, net revenues, total operating expenses and net (loss) income attributable to the Company and after intercompany eliminations | ' | |||||||||||
As of December 31, | ||||||||||||
2012 | 2013 | |||||||||||
$ | $ | |||||||||||
Total assets | 173,424,245 | 631,848,860 | ||||||||||
Current Liabilities: | ||||||||||||
Accounts payable | (101,556 | ) | (70,026 | ) | ||||||||
Advance from customers | (55,948,713 | ) | (131,781,751 | ) | ||||||||
Accrued expenses and other current liabilities | (24,908,418 | ) | (101,097,647 | ) | ||||||||
Amounts due to related parties | (789,057 | ) | (1,369,767 | ) | ||||||||
Deferred income | (10,850,319 | ) | (20,592,249 | ) | ||||||||
Total current liabilities | (92,598,063 | ) | (254,911,440 | ) | ||||||||
Total liabilities | (92,598,063 | ) | (254,911,440 | ) | ||||||||
Total equity | 80,826,182 | 376,937,420 | ||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | ||||||||||
to | to | to | ||||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | ||||||||||
$ | $ | $ | ||||||||||
Net revenues | 226,291,723 | 691,975,575 | 1,694,782,751 | |||||||||
Total operating expenses | (55,725,479 | ) | (70,858,631 | ) | (204,766,265 | ) | ||||||
Net (loss) income | (26,409,424 | ) | 8,058,229 | (1,946,318 | ) | |||||||
Schedule of classification and estimated useful lives of plant and machinery | ' | |||||||||||
Classification | Estimated useful life | |||||||||||
Furniture, fixtures and equipment | 2 to 3 years | |||||||||||
Leasehold improvements | Over the lease term | |||||||||||
Motor vehicles | 5 years |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounts Receivable | ' | |||||||
Schedule of components of accounts receivable | ' | |||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
$ | $ | |||||||
Components of accounts receivable are as follows: | ||||||||
Delivery service providers (a) | 6,875,717 | 573,085 | ||||||
Other customers | 114,843 | 36 | ||||||
Other receivables (b) | — | 2,482,325 | ||||||
Total | 6,990,560 | 3,055,446 | ||||||
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 Comany provides lending to some its suppliers, and record corresponding accounts receivables as it keeps the right of recourse. | |||||||
Schedule of accounts receivable for more than 10% | ' | |||||||
As of | ||||||||
December 31 | ||||||||
2012 | 2013 | |||||||
Lending to supplier A | — | 32 | % | |||||
Lending to supplier B | — | 15 | % | |||||
Delivery service provider A | 18 | % | — | |||||
Delivery service provider B | 17 | % | — | |||||
Other_Receivables_Tables
Other Receivables (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Other Receivables | ' | |||||||
Schedule of the components of other receivables | ' | |||||||
As of December 31 | ||||||||
2012 | 2013 | |||||||
$ | $ | |||||||
Components of other receivables are as follows: | ||||||||
Deposits (Note) | 4,734,991 | 6,434,449 | ||||||
Cash advanced to staff | 104,310 | 684,106 | ||||||
VAT receivable | 4,934,645 | 8,395,774 | ||||||
Interest receivable | — | 450,376 | ||||||
Others | 219,941 | 516,327 | ||||||
Total | 9,993,887 | 16,481,032 | ||||||
Note: Deposits consist of amounts paid to vendors for advertising, and rental deposits. | ||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property and Equipment, Net | ' | ||||||||||
Schedule of property and equipment, net | ' | ||||||||||
As of December 31 | |||||||||||
2012 | 2013 | ||||||||||
$ | $ | ||||||||||
Cost | |||||||||||
Furniture, fixtures and equipment | 12,506,256 | 27,332,339 | |||||||||
Leasehold improvements | 2,624,050 | 6,331,139 | |||||||||
Motor vehicles and software | 3,613,056 | 6,123,775 | |||||||||
Sub-total | 18,743,362 | 39,787,253 | |||||||||
Less: accumulated depreciation | (6,105,795 | ) | (15,487,835 | ) | |||||||
Property and equipment, net | 12,637,567 | 24,299,418 | |||||||||
Schedule of depreciation expenses charged into income statement | ' | ||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | |||||||||
to | to | to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Depreciation expenses were charged to: | |||||||||||
Fulfillment expenses | 352,921 | 2,265,757 | 3,167,289 | ||||||||
Marketing expenses | 2,128 | 6,648 | 17,127 | ||||||||
Technology and content expenses | 360,194 | 1,634,180 | 3,442,934 | ||||||||
General and administrative expenses | 653,581 | 620,537 | 2,211,543 | ||||||||
Total | 1,368,824 | 4,527,122 | 8,838,893 | ||||||||
Accrued_Expenses_and_other_cur1
Accrued Expenses and other current liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expenses and other current liabilities | ' | |||||||
Schedule of accrued Expenses and other current liabilities | ' | |||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
$ | $ | |||||||
Accrued advertising expense | 6,442,327 | 15,062,381 | ||||||
Accrued shipping and handling expenses | 16,979,115 | 54,614,837 | ||||||
Accrued payroll | 8,049,376 | 21,224,480 | ||||||
Social benefit provision | 2,189,601 | 2,954,756 | ||||||
Deposits from delivery service providers | 3,730,277 | 10,311,553 | ||||||
Other tax payable | 8,823,374 | 29,091,190 | ||||||
Income tax payable | 690,410 | 15,341,849 | ||||||
Accrued rental expenses | 1,580,588 | 3,557,804 | ||||||
Accrued administrative expenses | 2,028,619 | 8,679,322 | ||||||
Amounts received on behalf of third-party merchants (Note) | — | 34,720,189 | ||||||
Others | 2,162,756 | 769,158 | ||||||
Total | 52,676,443 | 196,327,519 | ||||||
Note: 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, 2013 | |||||||||||
Other Income | ' | ||||||||||
Schedule of components of other income | ' | ||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Government subsidies | 85,311 | 1,415,420 | 6,292,006 | ||||||||
Claims for Goods insurance | 128,002 | 583,958 | 1,698,484 | ||||||||
Others | 350,869 | 563,943 | 717,997 | ||||||||
Total other income | 564,182 | 2,563,321 | 8,708,487 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Schedule of components of income tax expense | ' | ||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Current tax (note) | — | 706,173 | 29,676,438 | ||||||||
Deferred tax | — | — | (11,126,647 | ) | |||||||
Total tax expenses | — | 706,173 | 18,549,791 | ||||||||
Note: All current tax was related to income tax in PRC. | |||||||||||
Schedule of reconciliation of the income tax expense (credit) to loss before income tax computed by applying the PRC statutory income tax rate of 25% per the consolidated statements of income (loss) and comprehensive income (loss) | ' | ||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | |||||||||
to | to | to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
(Loss) income before income tax | (107,271,525 | ) | (8,765,901 | ) | 70,849,654 | ||||||
Computed income tax expense at PRC EIT tax rate | (26,817,881 | ) | (2,191,475 | ) | 17,712,413 | ||||||
Effect of non-deductible expenses, including: | |||||||||||
—Share-based compensation expenses | 18,481,976 | 1,899,237 | 3,114,066 | ||||||||
—Inventory wastage (note) | — | (981,266 | ) | — | |||||||
—Other non-deductible expenses | 1,050,680 | 20,561 | 352,329 | ||||||||
Effect of different tax rates of a subsidiary operating in other jurisdiction | 44,048 | 135,975 | (162,863 | ) | |||||||
Effect of tax holidays on concessionary rates granted to a PRC subsidiary | — | (136,527 | ) | (1,963,422 | ) | ||||||
Change in valuation allowance | 7,241,177 | 1,959,668 | (502,732 | ) | |||||||
Actual income tax expenses | — | 706,173 | 18,549,791 | ||||||||
Note: Inventory wastage represents subsequent reversal of prior yea's non-deductible expenses upon approval by local tax bureau. | |||||||||||
Schedule of aggregate amount and per share effect of the tax holidays and tax concessions | ' | ||||||||||
1.1.2011 | 1.1.2012 | 1.1.2013 | |||||||||
to | to | to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
The aggregate effect | — | 136,527 | 1,963,422 | ||||||||
Per share effect—basic | — | 0 | 0.02 | ||||||||
Per share effect—diluted | — | 0 | 0.02 | ||||||||
Schedule of the principal components of deferred tax assets | ' | ||||||||||
As of December 31, | |||||||||||
2012 | 2013 | ||||||||||
$ | $ | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carry forwards | 1,752,613 | 33,928 | |||||||||
Allowance for doubtful debts | 62,369 | 65,368 | |||||||||
Inventory write-down | 2,672,334 | 5,059,396 | |||||||||
Payroll payable and other accruals | 2,139,275 | 4,460,609 | |||||||||
Deferred revenue | 5,443,072 | 12,648,865 | |||||||||
Adverting expenses | — | 625,384 | |||||||||
Others | 14,653 | 153,906 | |||||||||
Foreign exchange (note) | (487,837 | ) | (827,062 | ) | |||||||
Less: valuation allowance | (11,596,479 | ) | (11,093,747 | ) | |||||||
Total deferred tax assets | — | 11,126,647 | |||||||||
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_loss_Per_Share_Tables
Earnings (loss) Per Share (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Earnings (loss) Per Share | ' | ||||||||||
Schedule of securities excluded from the computation of diluted net earnings per share in the periods presented, as their effects would have been anti-dilutive | ' | ||||||||||
As of December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||
Employee Stock Options | 7,167,138 | 6,657,794 | — | ||||||||
Series A Preferred Shares | 20,212,500 | — | — | ||||||||
Series B Preferred Shares | 8,166,667 | — | — | ||||||||
Non-vested ordinary shares | — | 741,500 | — | ||||||||
Schedule of calculations of basic earnings (loss) per share and diluted earnings per share | ' | ||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Numerator: | |||||||||||
Net (loss) income | (107,271,525 | ) | (9,472,074 | ) | 52,299,863 | ||||||
Deemed dividend on issuance of Series A | |||||||||||
Preferred Shares | (49,214,977 | ) | — | — | |||||||
Net (loss) income attributable to ordinary shareholders | (156,486,502 | ) | (9,472,074 | ) | 52,299,863 | ||||||
Denominator: | |||||||||||
Weighted-average ordinary shares, outstanding—basic | 46,255,574 | 88,849,206 | 108,962,637 | ||||||||
Weighted-average ordinary shares, outstanding—diluted | 46,255,574 | 88,849,206 | 115,495,173 | ||||||||
Basic net (loss) earnings per share | (3.38 | ) | (0.11 | ) | 0.48 | ||||||
Diluted net (loss) earnings per share | (3.38 | ) | (0.11 | ) | 0.45 |
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and contingencies | ' | ||||
Schedule of minimum lease payments under all non-cancellable leases | ' | ||||
As of December 31, 2013, minimum lease payments under all non-cancellable leases were as follows: | |||||
$ | |||||
Year ending December 31, 2014 | 18,634,366 | ||||
Year ending December 31, 2015 | 14,160,517 | ||||
Year ending December 31, 2016 | 14,278,154 | ||||
Year ending December 31, 2017 | 12,241,088 | ||||
Year ending December 31, 2018 | 10,977,795 | ||||
Over December 31, 2018 | 13,695,794 | ||||
Total minimum lease payments | 83,987,714 | ||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Related Party Transactions | ' | ||||||||||
Schedule of material related party transactions | ' | ||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||
$ | $ | $ | |||||||||
Purchase of goods | 6,310,308 | 6,663,431 | 3,688,492 | ||||||||
Sharebased_Payments_Tables
Share-based Payments (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Share-based Payments | ' | ||||||||||||||||||
Schedule of share options were granted to executive officers, employees and a non-employee of the Group under the 2011 and 2012 stock incentive plan | ' | ||||||||||||||||||
During the year ended December 31, 2011, 2012 and 2013, a total of 7,167,138, 758,048 and 450,569 share options were granted to executive officers, employees and a non-employee of the Group under the 2011 and 2012 stock incentive plan respectively. | |||||||||||||||||||
Grant date | Exercise | Number of | Vesting period | ||||||||||||||||
Price | options | ||||||||||||||||||
per share | |||||||||||||||||||
$ | |||||||||||||||||||
March 18, 2011 | 0.5 | 1,470,000 | 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 | 0.5 | 183,750 | 29% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 18, 2011 | 0.5 | 735,000 | 37.5% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 18, 2011 | 0.5 | 735,000 | 56% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 18, 2011 | 0.5 | 367,500 | 33% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 28, 2011 | 0.5 | 945,000 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
July 10, 2011 | 0.5 | 50,000 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
August 30, 2011 | 2.52 | 819,638 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
November 30, 2011 | 2.52 | 551,250 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
November 30, 2011 | 2.5 | 1,310,000 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
February 1, 2012 | 2.52 | 204,910 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
April 16, 2012 | 2.5 | 553,138 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
January 1, 2013 | 0.5 | 400,000 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
March 22, 2013 | 2.5 | 50,569 | 25% of the shares shall vest at the first anniversary of the grant date, and 1/48th of the total shares shall vest at the end of each month thereafter | ||||||||||||||||
Share-based Payments | ' | ||||||||||||||||||
Schedule of share option movements | ' | ||||||||||||||||||
Options | Weighted | Weighted | Weighted | Weighted | Aggregate | ||||||||||||||
outstanding | average | average | average | average | intrinsic | ||||||||||||||
exercise | remaining | fair value | intrinsic | value | |||||||||||||||
price per | contractual | at grant | value per | ||||||||||||||||
share | life per | date | option | ||||||||||||||||
share | |||||||||||||||||||
$ | $ | $ | |||||||||||||||||
As of January 1, 2011 | — | — | — | ||||||||||||||||
Granted during the period | 7,167,138 | 1.25 | 3.61 years | 3.4 | 3.09 | 22,119,207 | |||||||||||||
Outstanding as of December 31, 2011 | 7,167,138 | 1.25 | 3.06 years | ||||||||||||||||
Granted | 758,048 | 2.51 | 3.26 years | 1.91 | 0.59 | 449,469 | |||||||||||||
Exercised | (146,316 | ) | 1.31 | 2.53 years | 3.62 | 5.74 | 840,014 | ||||||||||||
Forfeited | (376,028 | ) | 0.9 | 2.42 years | 1.88 | ||||||||||||||
Outstanding as of December 31, 2012 | 7,402,842 | 1.16 | 2.16 years | 4.13 | 7.76 | 57,439,086 | |||||||||||||
Granted | 450,569 | 0.72 | 3.03 years | 8.88 | 41.12 | 18,525,384 | |||||||||||||
Exercised | (1,905,026 | ) | 1.18 | 1.12 years | 3.95 | 40.66 | 77,465,457 | ||||||||||||
Forfeited | (507,625 | ) | 0.84 | 0.62 years | 3.09 | ||||||||||||||
Outstanding as of December 31, 2013 | 5,440,760 | 1.18 | 1.37 years | ||||||||||||||||
Non-vested as of December 31, 2013 | 3,011,321 | 11.49 | |||||||||||||||||
Options vested and expected to vest as of December 31, 2013 | 5,336,574 | 1.17 | 1.36 years | 217,052,749 | |||||||||||||||
Exercisable as of December 31, 2013 | 3,090,376 | 0.96 | 1.03 years | 126,337,151 | |||||||||||||||
Schedule of fair value of the options immediately before and after the modification | ' | ||||||||||||||||||
Before | After | ||||||||||||||||||
Modification | 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 | 0.5 | |||||||||||||||||
Summary of information regarding the ordinary shares granted during the year | ' | ||||||||||||||||||
Number of | Weighted average | ||||||||||||||||||
ordinary | granted date | ||||||||||||||||||
shares | fair value(A) | ||||||||||||||||||
Ordinary shares granted as share-based compensation outstanding as of January 1, 2011 | — | — | |||||||||||||||||
Granted (note 16(b)) | 18,632,250 | 3.43 | |||||||||||||||||
Granted (note 16(c)) | 1,521,007 | 4.08 | |||||||||||||||||
Vested | (20,153,257 | ) | |||||||||||||||||
Outstanding as of December 31, 2011 | — | — | |||||||||||||||||
Note A: The fair value of ordinary shares are determined using the same methodologies as described in note 15(a) footnote 6(i), with the assistance of an independent valuation firm. | |||||||||||||||||||
Schedule of share-based compensation expenses | ' | ||||||||||||||||||
1.1.2011 to | 1.1.2012 to | 1.1.2013 to | |||||||||||||||||
12.31.2011 | 12.31.2012 | 12.31.2013 | |||||||||||||||||
$ | $ | $ | |||||||||||||||||
Fulfillment expenses | (297,095 | ) | (292,866 | ) | (721,531 | ) | |||||||||||||
Marketing expenses | (184,404 | ) | (169,100 | ) | (381,326 | ) | |||||||||||||
Technology and content expenses | (729,420 | ) | (897,133 | ) | (3,275,228 | ) | |||||||||||||
General and administrative expenses | (72,716,983 | ) | (6,237,850 | ) | (8,078,178 | ) | |||||||||||||
(73,927,902 | ) | (7,596,949 | ) | (12,456,263 | ) | ||||||||||||||
Binomial model | ' | ||||||||||||||||||
Share-based Payments | ' | ||||||||||||||||||
Schedule of assumptions used in determining the fair value of the share options | ' | ||||||||||||||||||
Assumptions | 2011 | 2012 | 2013 | ||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | ||||||||||||||||
Risk-free interest rate | 2.853%~4.127% | 2.5362%~3.002% | 3.19%~3.3% | ||||||||||||||||
Expected Volatility range | 54%~56.68% | 51.33%~53.12% | 24.09%~34.77% | ||||||||||||||||
Expected life | 10 years | 10 years | 10 years | ||||||||||||||||
Exercise multiples | 2.2 to 2.8 times | 2.2 to 2.8 times | 2.2 to 2.8 times | ||||||||||||||||
Weighted average Fair value of underlying ordinary shares | 3.39 | 8.36 | 8.88 | ||||||||||||||||
Segment_information_Tables
Segment information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Segment information | ' | |||||||
Schedule of revenues from different product groups and services | ' | |||||||
As of December 31, | ||||||||
2012 | 2013 | |||||||
$ | $ | |||||||
Product revenues | ||||||||
Apparel | 296,463,332 | 757,132,824 | ||||||
Shoes and bags | 84,801,417 | 245,095,274 | ||||||
Cosmetics | 75,221,908 | 107,069,891 | ||||||
Sportswear and sporting goods | 70,721,110 | 140,340,540 | ||||||
Home goods and other lifestyle products | 68,810,873 | 143,484,624 | ||||||
Toys, kids and baby | 34,544,067 | 89,129,541 | ||||||
Other goods | 59,494,542 | 198,308,159 | ||||||
690,057,249 | 1,680,560,853 | |||||||
Other revenues | 2,055,715 | 16,111,882 | ||||||
Total net revenues | 692,112,964 | 1,696,672,735 | ||||||
Organization_and_principal_act2
Organization and principal activities (Details) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Aug. 27, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 20, 2011 | Jan. 20, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
item | Original Investors | Original Investors | Vipshop HK | WOFE | WOFE | WOFE | Vipshop Kunshan | Vipshop Jianyang | Vipshop Tianjin | Pinwei Software | Pinzhong Factoring | Variable Interest Entity | |
item | item | USD ($) | CNY | item | |||||||||
Organization and principal activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of investors | 5 | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 |
Initial registered capital on the date of incorporation | ' | ' | ' | ' | ' | $1.60 | 10 | ' | ' | ' | ' | ' | ' |
Percentage of shareholdings | ' | ' | ' | 100.00% | 100.00% | ' | ' | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | Vipshop Information | |
item | USD ($) | USD ($) | USD ($) | Mr. Shen | Mr. Shen | Mr. Arthur Xiaobo Hong | Mr. Bin Wu | Mr. Xing Peng | WOFE | WOFE | WOFE | WOFE | WOFE | WOFE | |||
item | Exclusive Business Cooperation Agreement | Exclusive Option Agreements | Exclusive Option Agreements | Amended and Restated Exclusive Business Cooperation Agreement | Amended and Restated Exclusive Option Agreement | Exclusive Purchase Framework Agreement | |||||||||||
item | USD ($) | CNY | |||||||||||||||
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Term of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | '10 years | '10 years | '5 years |
Purchase price of the right to purchase equity interest of each equity holder of VIE | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.65 | 10 | ' | ' | ' |
Number of days of which a prior written notice is required to terminate the agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | '15 days |
Number of investors | 5 | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interest transferred from one of the former shareholder to an existing shareholder (as a percent) | ' | ' | ' | ' | ' | ' | 10.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | 52.00% | 26.00% | 11.60% | 10.40% | ' | ' | ' | ' | ' | ' |
Financial position of the VIE | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets | ' | ' | ' | 631,848,860 | 173,424,245 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | -476,847,881 | -193,455,827 | ' | -70,026 | -101,556 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advance from customers | -131,781,751 | -55,948,713 | ' | -131,781,751 | -55,948,713 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses and other current liabilities | -196,327,519 | -52,676,443 | ' | -101,097,647 | -24,908,418 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts due to related parties | -2,141,411 | -1,335,756 | ' | -1,369,767 | -789,057 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income | -21,705,981 | -12,917,567 | ' | -20,592,249 | -10,850,319 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total current liabilities | -828,804,543 | -316,334,306 | ' | -254,911,440 | -92,598,063 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities | ' | ' | ' | -254,911,440 | -92,598,063 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total equity | ' | ' | ' | 376,937,420 | 80,826,182 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Results of operation of the VIE | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenues | 1,696,672,735 | 692,112,964 | 227,142,876 | 1,694,782,751 | 691,975,575 | 226,291,723 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total operating expenses | -362,654,007 | -168,981,998 | -150,823,552 | -204,766,265 | -70,858,631 | -55,725,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | $52,299,863 | ($9,472,074) | ($107,271,525) | ($1,946,318) | $8,058,229 | ($26,409,424) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
item | |||
Inventories | ' | ' | ' |
General write-down | $0 | $0 | $0 |
Property and Equipment | ' | ' | ' |
Residual value of furniture, fixtures and equipment and motor vehicles (as a percent) | 5.00% | ' | ' |
Impairment of long-lived assets | ' | ' | ' |
Impairments | ' | ' | 437,725 |
Revenue recognition | ' | ' | ' |
Period of unconditional right of return offered to customers | '7 days | ' | ' |
Rate of surcharges and value added tax as a percentage of gross sales | 17.00% | ' | ' |
Number of points that can be earned by customers for one RMB of purchase made | 1 | ' | ' |
Period of expiration of discount coupons after redemption | '3 months | ' | ' |
Deferred revenue related to reward points earned from prior purchases | 18,814,448 | 10,513,246 | ' |
Rate of business tax as a percentage of service revenues earned | 5.00% | ' | ' |
Rate of business tax as a percentage of value-added tax | 6.00% | ' | ' |
Cost of goods sold | ' | ' | ' |
Inventory write-down | 33,883,024 | 12,166,659 | 1,694,336 |
Marketing expenses | ' | ' | ' |
Advertising expenses | $71,025,704 | $29,332,178 | $14,562,477 |
Furniture, fixtures and equipment | Minimum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '2 years | ' | ' |
Furniture, fixtures and equipment | Maximum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '3 years | ' | ' |
Motor vehicles | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Foreign Currency Transactions and Translations | ' | ' | ' | ' |
Cash and cash equivalents denominated in RMB | $334,715,019 | $124,472,629 | $44,954,778 | $1,111,091 |
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 | $333,821,679 | $123,300,918 | ' | ' |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Total accounts receivable | Total accounts receivable | Delivery service providers | Delivery service providers | Other customers | Other customers | Other receivables | Lending to supplier A | Lending to supplier B | |||
Accounts receivable | Accounts receivable | Total accounts receivable | Total accounts receivable | ||||||||
Delivery service provider A | Delivery service provider B | Accounts receivable | Accounts receivable | ||||||||
Accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | $3,055,446 | $6,990,560 | ' | ' | $573,085 | $6,875,717 | $36 | $114,843 | $2,482,325 | ' | ' |
Concentration risk (as a percent) | ' | ' | 18.00% | 17.00% | ' | ' | ' | ' | ' | 32.00% | 15.00% |
Other_Receivables_Details
Other Receivables (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Other Receivables | ' | ' |
Deposits (Note) | $6,434,449 | $4,734,991 |
Cash advanced to staff | 684,106 | 104,310 |
VAT receivable | 8,395,774 | 4,934,645 |
Interest receivable | 450,376 | ' |
Others | 516,327 | 219,941 |
Total | $16,481,032 | $9,993,887 |
Heldtomaturity_securities_Deta
Held-to-maturity securities (Details) (Debt securities, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt securities | ' | ' |
Held-to-maturity securities | ' | ' |
Amortized cost | $385,841,626 | $86,097,191 |
Amount of unrealized holding gain | 4,256,810 | 1,026,325 |
Amount of impairment recognized for held-to-maturity securities | 0 | 0 |
Amount of held-to-maturity securities sold | $0 | $0 |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property and Equipment, Net | ' | ' | ' |
Property and equipment, gross | $39,787,253 | $18,743,362 | ' |
Less: accumulated depreciation | -15,487,835 | -6,105,795 | ' |
Property and equipment, net | 24,299,418 | 12,637,567 | ' |
Depreciation expenses | 8,838,893 | 4,527,122 | 1,368,824 |
Impairment loss | ' | ' | 437,725 |
Fulfillment expenses | ' | ' | ' |
Property and Equipment, Net | ' | ' | ' |
Depreciation expenses | 3,167,289 | 2,265,757 | 352,921 |
Marketing expenses | ' | ' | ' |
Property and Equipment, Net | ' | ' | ' |
Depreciation expenses | 17,127 | 6,648 | 2,128 |
Technology and content expenses | ' | ' | ' |
Property and Equipment, Net | ' | ' | ' |
Depreciation expenses | 3,442,934 | 1,634,180 | 360,194 |
General and administrative expenses | ' | ' | ' |
Property and Equipment, Net | ' | ' | ' |
Depreciation expenses | 2,211,543 | 620,537 | 653,581 |
Furniture, fixtures and equipment | ' | ' | ' |
Property and Equipment, Net | ' | ' | ' |
Property and equipment, gross | 27,332,339 | 12,506,256 | ' |
Leasehold improvements | ' | ' | ' |
Property and Equipment, Net | ' | ' | ' |
Property and equipment, gross | 6,331,139 | 2,624,050 | ' |
Impairment loss | ' | ' | 437,725 |
Motor vehicles and software | ' | ' | ' |
Property and Equipment, Net | ' | ' | ' |
Property and equipment, gross | $6,123,775 | $3,613,056 | ' |
Accrued_Expenses_and_other_cur2
Accrued Expenses and other current liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Expenses and other current liabilities | ' | ' |
Accrued advertising expense | $15,062,381 | $6,442,327 |
Accrued shipping and handling expenses | 54,614,837 | 16,979,115 |
Accrued payroll | 21,224,480 | 8,049,376 |
Social benefit provision | 2,954,756 | 2,189,601 |
Deposits from delivery service providers | 10,311,553 | 3,730,277 |
Other tax payable | 29,091,190 | 8,823,374 |
Income tax payable | 15,341,849 | 690,410 |
Accrued rental expenses | 3,557,804 | 1,580,588 |
Accrued administrative expenses | 8,679,322 | 2,028,619 |
Amounts received on behalf of third-party merchants | 34,720,189 | ' |
Others | 769,158 | 2,162,756 |
Total | $196,327,519 | $52,676,443 |
Employee_Retirement_Benefit_De
Employee Retirement Benefit (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Employee Retirement Benefit | ' | ' | ' |
Contributions to employee retirement benefit plan | $11,364,237 | $5,280,299 | $2,651,763 |
Distribution_of_Profit_Details
Distribution of Profit (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
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 | $8,985,792 | $266,478 |
Distribution of Profit | ' | ' |
Amount of restricted capital and reserves not available for dividend distribution | 153,829,188 | 121,629,677 |
WOFE | ' | ' |
Distribution of Profit | ' | ' |
Amount of restricted capital and reserves not available for dividend distribution | 150,000,000 | 105,000,000 |
VIE | ' | ' |
Distribution of Profit | ' | ' |
Amount of restricted capital and reserves not available for dividend distribution | $3,829,188 | $3,829,188 |
Capital_Structure_Details
Capital Structure (Details) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 5 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||
Jun. 15, 2011 | Apr. 11, 2011 | Feb. 21, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2011 | Aug. 27, 2010 | Mar. 31, 2012 | Feb. 21, 2011 | Dec. 31, 2011 | Feb. 21, 2012 | Aug. 27, 2010 | Dec. 31, 2013 | Dec. 17, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 15, 2011 | Jan. 31, 2011 | Nov. 22, 2010 | Dec. 31, 2013 | Apr. 11, 2011 | Feb. 21, 2011 | Mar. 31, 2012 | Mar. 31, 2013 | Jun. 15, 2011 | Jan. 31, 2011 | Jan. 31, 2011 | Aug. 27, 2010 | Jun. 15, 2011 | Jun. 15, 2011 | Jun. 15, 2011 | Feb. 23, 2011 | Feb. 21, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Apr. 11, 2011 | Jan. 31, 2011 | Mar. 31, 2012 | Apr. 11, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Mar. 31, 2012 | ||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | 2012 Stock Incentive Plan | Founders | Founders | Original Investors | Original Investors | Original Investors | Series A and Series B Preferred Shares investors | Series A and Series B Preferred Shares investors | Series A and Series B Preferred Shares investors | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Series A Preferred shares | Series A Preferred shares | Series A Preferred shares | Series A Preferred shares | Series A Preferred shares | Series A Preferred shares | Series A Preferred shares | Series B Preferred shares | Series B Preferred shares | Series B Preferred shares | Series B Preferred shares | Series B Preferred shares | |||
item | item | USD ($) | item | item | item | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Initial public offering | Follow-on offering | Original Investors | Original Investors | Rapid Prince | Founders and Original Investors | High Vivacity | Elegant Motion | Elegant Motion | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Initial public offering | USD ($) | USD ($) | CNY | USD ($) | Initial public offering | ||||||||||
item | item | USD ($) | USD ($) | item | item | USD ($) | USD ($) | USD ($) | USD ($) | High Vivacity | |||||||||||||||||||||||||||||||||||
Capital Structure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Authorized share capital | ' | $50,000 | ' | $50,000 | ' | ' | $50,000 | $50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Issued share capital | ' | ' | ' | 11,167 | 10,128 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Authorized share capital, common shares | ' | ' | ' | 471,620,833 | 471,620,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 479,787,500 | ' | 479,787,500 | 471,620,833 | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Issued share capital, common shares | ' | ' | ' | 111,665,972 | 101,284,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 45,937,500 | 45,937,500 | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Par value of common shares authorized (in dollars per share) | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of original investors who held ownership interest in the entity | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares as result of subdivision of share capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of shares redeemed and cancelled owned by the existing shareholders on pro rata basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 499,990,000 | ' | ' | ' | ' | ' | ' | ' | 1,837,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Outstanding ordinary shares | ' | ' | ' | 111,665,972 | 101,284,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 45,937,500 | 45,937,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of loans provided by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Aggregate amount of loan agreements entered into with preferred shares investors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,709,643 | 1,200,559 | 789,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Authorized share capital, preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | 20,212,500 | ' | 8,166,667 | ' | ' | ' | ' | |
Preferred Shares, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | |
Number of shares issued to investors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,009,200 | 8,000,000 | ' | 47,765,000 | ' | ' | 99,053 | 198,106 | ' | ' | 20,212,500 | ' | ' | ' | ' | ' | 8,166,667 | ' | ' | ' | ' | |
Number of original investors to whom shares were issued in the same proportion of their existing ownership | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Aggregate purchase price of shares repurchased and cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,837,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of original investors to whom shares were issued in the same proportion of their existing ownership | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of shares reserved for future issuance under the employee stock incentive plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total consideration for shares issued to investors | ' | ' | ' | 91,920,000 | 66,022,797 | 1,499,994 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,022,797 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,113,898 | ' | 20,113,898 | ' | ' | ' | 41,147,021 | ' | ' | 41,147,021 | ' | |
Issue price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.05 | $5.05 | ' | ' | $1 | $1 | ' | ' | ' | ' | $5.05 | ' | ' | ' | ' | |
Subscription price of preferred stock shares settled in cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,503,138 | ' | ' | 10,503,138 | [1] | ' | ' | ' | ' | ' | ' | 41,223,892 | ' |
Ratio of conversion of convertible preferred stock into common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Minimum gross proceeds of initial public offering set as one condition for conversion of convertible securities into common stock | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Percentage of outstanding preferred stock holders who elect to convert their shares, set as condition for conversion | ' | 0.667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Liquidation preference as a percentage of subscription price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Percentage of initial vesting of shares held | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of equal and continuous monthly installments in which remaining shares are to be vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36 | ' | 36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Unvested shares held by individuals who held ownership interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,632,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Maximum agreed period of not transferring equity interest in the company from the effective date of first registration statement | ' | ' | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | ' | ' | ' | ' | |
Preferred shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | ' | ' | ' | ' | |
Total consideration for shares issued to investors before deducting issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,781 | ' | ' | ' | ' | ' | 41,223,892 | ' | ' | ' | ' | |
Direct costs of equity issuance | ' | ' | ' | ' | ' | 175,754 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,332,962 | 1,571,688 | ' | ' | ' | ' | ' | ' | ' | ' | 98,883 | ' | ' | ' | ' | ' | 76,871 | ' | ' | ' | ' | |
Fair value on issuance date (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.79 | $3.43 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.75 | ' | ' | ' | ' | ' | $5.04 | ' | ' | ' | ' | |
Deemed dividend for the beneficial conversion feature received by preferred shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,214,977 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred Shares, subscribed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,166,667 | ' | ' | ' | ' | |
Minimum valuation of liquidation event used in determining the liquidation preference among holders of any other class of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000,000 | 5,000,000,000 | ' | ' | |
Liquidation preference pro rata initial distribution amount if liquidation event exceeds minimum valuation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,500,000 | 100,000,000 | ' | ' | |
Liquidation preference additional distribution as percentage of stock purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135.00% | 135.00% | ' | ' | |
Liquidation preference remaining distribution as percentage of stock purchase price if assets or funds remain | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of investors who transferred shares to correct for an unintended error in earlier share distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of shares transferred to Rapid Prince to correct for an unintended error in earlier share distributions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 215,431 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of shares transferred to redistribute diluted shareholdings of founders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,521,007 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock based compensation | 6,205,709 | ' | ' | 12,456,263 | 7,596,949 | 73,927,902 | ' | ' | ' | ' | 63,908,618 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Fair value on the date of grant (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Maximum aggregate number of shares | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | ' | 12,682,206 | |
Gross proceeds received on share issuance | ' | ' | ' | ' | ' | $1,499,994 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $91,920,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Shares issued as a result of exercises of share options by employees | ' | ' | ' | 1,905,026 | 146,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Proceeds from issuance of ordinary shares upon vesting of shares awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 476,065 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Noncash financing activities: refer to note 10, US$9,709,643 of the Assigned Loan amount was settled with the accumulated shareholder loan due from the Company to the Chairman on February 21, 2011. The rest of the subscription price of US$10,503,138 was settled in cash. |
Other_Income_Details
Other Income (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Other Income | ' | ' | ' |
Government subsidies | $6,292,006 | $1,415,420 | $85,311 |
Claims for Goods insurance | 1,698,484 | 583,958 | 128,002 |
Others | 717,997 | 563,943 | 350,869 |
Total other income | $8,708,487 | $2,563,321 | $564,182 |
Income_Taxes_Details
Income Taxes (Details) | 12 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
USD ($) | CNY | USD ($) | CNY | USD ($) | Hong Kong | Hong Kong | Hong Kong | Cayman Islands | People's Republic of China | People's Republic of China | People's Republic of China | People's Republic of China | People's Republic of China | People's Republic of China | |
USD ($) | CNY | USD ($) | Resident Enterprise | Non-Resident Enterprise | Vipshop Jianyang | ||||||||||
Income Taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Withholding tax upon payments of dividends (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' |
Current rate of taxation (as a percent) | ' | ' | ' | ' | ' | 16.50% | 16.50% | 16.50% | ' | ' | ' | ' | ' | ' | ' |
Income tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | ' | 25.00% | ' | ' |
Preferential tax rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% |
Threshold annual primary business revenue as percentage of total enterprise revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% |
Unrecognized tax benefits | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' |
Minimum underpayment of income tax liability, which attracts five years statute of limitations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,519 | ' | ' | ' | ' | ' |
Period of statute of limitations in case of transfer pricing related adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' |
Components of income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current tax | 29,676,438 | ' | 706,173 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax | -11,126,647 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total tax expenses | 18,549,791 | ' | 706,173 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Withholding tax rate for dividends paid by PRC subsidiaries (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' |
Threshold percentage owndership by residents which meet the criteria of beneficial owner in the Hong Kong SAR for withholding tax (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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% | ' |
Undistributed earnings of the Group's subsidiaries and the VIE in the PRC | 82,100,000 | 497,100,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income tax liability not recorded in respect of undistributed earnings | 4,140,000 | 24,900,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for the Chinese dividend withholding taxes | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reconciliation of the income tax expense (credit) to loss before income tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Loss) income before income tax | 70,849,654 | ' | -8,765,901 | ' | -107,271,525 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Computed income tax expense at PRC EIT tax rate | 17,712,413 | ' | -2,191,475 | ' | -26,817,881 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effect of non-deductible expenses, including: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expenses | 3,114,066 | ' | 1,899,237 | ' | 18,481,976 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory wastage | ' | ' | -981,266 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other non-deductible expenses | 352,329 | ' | 20,561 | ' | 1,050,680 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effect of different tax rates of a subsidiary operating in other jurisdictions | -162,863 | ' | 135,975 | ' | 44,048 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effect of tax holidays on concessionary rates granted to a PRC subsidiary | -1,963,422 | ' | -136,527 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in valuation allowance | -502,732 | ' | 1,959,668 | ' | 7,241,177 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total tax expenses | 18,549,791 | ' | 706,173 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate amount and per share effect of the tax holidays and tax concessions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The aggregate effect | 1,963,422 | ' | 136,527 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per share effect - basic (in dollars per share) | $0.02 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per share effect - diluted (in dollars per share) | $0.02 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating loss carry forwards | 33,928 | ' | 1,752,613 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allowance for doubtful debts | 65,368 | ' | 62,369 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory write-down | 5,059,396 | ' | 2,672,334 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payroll payable and other accruals | 4,460,609 | ' | 2,139,275 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | 12,648,865 | ' | 5,443,072 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adverting expenses | 625,384 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Others | 153,906 | ' | 14,653 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign exchange (note) | -827,062 | ' | -487,837 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: valuation allowance | -11,093,747 | ' | -11,596,479 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total deferred tax assets | 11,126,647 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax loss carried forward of certain subsidiaries and the variable interest entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $204,350 | ' | $7,730,540 | ' | ' | ' |
Valuation allowance (as a percent) | 50.00% | 50.00% | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings_loss_Per_Share_Detail
Earnings (loss) Per Share (Details) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Employee Stock Options | ' | ' |
Earnings (loss) Per Share | ' | ' |
Securities excluded from the computation of diluted net earnings per share (in shares) | 6,657,794 | 7,167,138 |
Series A Preferred Shares | ' | ' |
Earnings (loss) Per Share | ' | ' |
Securities excluded from the computation of diluted net earnings per share (in shares) | ' | 20,212,500 |
Series B Preferred Shares | ' | ' |
Earnings (loss) Per Share | ' | ' |
Securities excluded from the computation of diluted net earnings per share (in shares) | ' | 8,166,667 |
Non-vested ordinary shares | ' | ' |
Earnings (loss) Per Share | ' | ' |
Securities excluded from the computation of diluted net earnings per share (in shares) | 741,500 | ' |
Earnings_loss_Per_Share_Detail1
Earnings (loss) Per Share (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Numerator: | ' | ' | ' |
Net (loss) income | $52,299,863 | ($9,472,074) | ($107,271,525) |
Deemed dividend on issuance of Series A Preferred Shares | ' | ' | -49,214,977 |
Net (loss) income attributable to ordinary shareholders | $52,299,863 | ($9,472,074) | ($156,486,502) |
Denominator: | ' | ' | ' |
Weighted-average ordinary shares, outstanding-basic | 108,962,637 | 88,849,206 | 46,255,574 |
Weighted-average ordinary shares, outstanding-diluted | 115,495,173 | 88,849,206 | 46,255,574 |
Basic net (loss) earnings per share (in dollars per share) | $0.48 | ($0.11) | ($3.38) |
Diluted net (loss) earnings per share (in dollars per share) | $0.45 | ($0.11) | ($3.38) |
Commitments_and_contingencies_1
Commitments and contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments and contingencies | ' | ' | ' |
Rental expenses | $13,683,638 | $7,500,451 | $3,153,903 |
Minimum lease payments under non-cancellable leases | ' | ' | ' |
Year ending December 31, 2014 | 18,634,366 | ' | ' |
Year ending December 31, 2015 | 14,160,517 | ' | ' |
Year ending December 31, 2016 | 14,278,154 | ' | ' |
Year ending December 31, 2017 | 12,241,088 | ' | ' |
Year ending December 31, 2018 | 10,977,795 | ' | ' |
Over December 31, 2018 | 13,695,794 | ' | ' |
Total minimum lease payments | 83,987,714 | ' | ' |
Capital commitment | ' | ' | ' |
Commitment capital expenditures | 14,337,967 | ' | ' |
Contingencies | ' | ' | ' |
Accrued under-paid social welfare payments required under applicable PRC labor laws | $2,954,756 | $2,189,601 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 17, 2010 | |
Series A and Series B Preferred Shares investors | Series A and Series B Preferred Shares investors | Series A and Series B Preferred Shares investors | ||||
Related Party Transactions | ' | ' | ' | ' | ' | ' |
Purchase of goods | $3,688,492 | $6,663,431 | $6,310,308 | ' | ' | ' |
Amounts due from related parties | ' | 177,237 | ' | ' | ' | ' |
Related Party | ' | ' | ' | ' | ' | ' |
Outstanding loan balances due related party | ' | ' | ' | 1,200,559 | 789,700 | 9,709,643 |
Amount due for purchases of goods from companies controlled by shareholders | $940,852 | $546,056 | ' | ' | ' | ' |
Sharebased_Payments_Details
Share-based Payments (Details) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Jul. 10, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2011 | Dec. 31, 2012 | Mar. 31, 2012 | |
Binomial model | Binomial model | Binomial model | Binomial model | Binomial model | Binomial model | Binomial model | Binomial model | Binomial model | Employees | Awards granted on March 18, 2011 with exercise price of $0.5 | Awards granted on March 18, 2011 with exercise price of $0.5 | Awards granted on March 18, 2011 with exercise price of $0.5 | Awards granted on March 18, 2011 with exercise price of $0.5 | Awards granted on March 18, 2011 with exercise price of $0.5 | Awards granted on March 28, 2011 with exercise price of $0.5 | Awards granted on July 10, 2011 with exercise price of $0.5 | Awards granted on August 30, 2011 with exercise price of $2.52 | Awards granted on November 30, 2011 with exercise price of $2.52 | Awards granted on November 30, 2011 with exercise price of $2.50 | Awards granted on February 1, 2012 with exercise price of $2.50 | Awards granted on April 16, 2012 with exercise price of $ 2.50 | Awards granted on January 1, 2013 with exercise price of $0.50 | Awards granted on March 22, 2013 with exercise price of $2.50 | 2011 Plan | 2012 Plan | 2012 Plan | |||||
Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | Binomial model | |||||||||||||||||||||||||
Share-based Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of ordinary shares authorized as stock based compensation | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,350,000 | ' | 9,000,000 |
Maximum aggregate number of shares that may be issued per calendar year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' |
Exercise Price per share (in dollars per share) | ' | $0.72 | $2.51 | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $2.52 | $2.52 | $2.50 | $2.52 | $2.50 | $0.50 | $2.50 | ' | ' | ' |
Number of options granted to executive officers and employees (in shares) | ' | 450,569 | 758,048 | 7,167,138 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,470,000 | 183,750 | 735,000 | 735,000 | 367,500 | 945,000 | 50,000 | 819,638 | 551,250 | 1,310,000 | 204,910 | 553,138 | 400,000 | 50,569 | ' | ' | ' |
Percentage of options granted, vesting at the first anniversary of grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36.00% | 29.00% | 37.50% | 56.00% | 33.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | 25.00% | ' | ' | ' |
Percentage of options granted, vesting at the end of each month after the first anniversary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.0277777 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | 0.0208333 | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used in valuation of the fair value of the share options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated forfeiture rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield (as a percent) | ' | ' | ' | ' | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 3.19% | 2.54% | 2.85% | 3.30% | 3.00% | 4.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Volatility range (as a percent) | ' | ' | ' | ' | ' | ' | ' | 24.09% | 51.33% | 54.00% | 34.77% | 53.12% | 56.68% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life | ' | ' | ' | ' | '10 years | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise multiples | ' | ' | ' | ' | ' | ' | ' | 2.2 | 2.2 | 2.2 | 2.8 | 2.8 | 2.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average Fair value of underlying ordinary shares | $4.31 | ' | ' | ' | $8.88 | $8.36 | $3.39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | 7,402,842 | 7,167,138 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | 450,569 | 758,048 | 7,167,138 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,470,000 | 183,750 | 735,000 | 735,000 | 367,500 | 945,000 | 50,000 | 819,638 | 551,250 | 1,310,000 | 204,910 | 553,138 | 400,000 | 50,569 | ' | ' | ' |
Exercised (in shares) | ' | -1,905,026 | -146,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | -507,625 | -376,028 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | 5,440,760 | 7,402,842 | 7,167,138 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested at the end of the period (in shares) | ' | 3,011,321 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period (in shares) | ' | 5,336,574 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in shares) | ' | 3,090,376 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | $1.16 | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | $0.72 | $2.51 | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $0.50 | $2.52 | $2.52 | $2.50 | $2.52 | $2.50 | $0.50 | $2.50 | ' | ' | ' |
Exercised (in dollars per share) | ' | $1.18 | $1.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | $0.84 | $0.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | $1.18 | $1.16 | $1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period (in dollars per share) | ' | $1.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in dollars per share) | ' | $0.96 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining contractual life per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period | ' | '1 year 4 months 13 days | '2 years 1 month 28 days | '3 years 22 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted | ' | '3 years 11 days | '3 years 7 months 13 days | '3 years 3 months 4 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised | ' | '1 year 1 month 13 days | '2 years 6 months 11 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited | ' | '7 months 13 days | '2 years 5 months 1 day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | '1 year 4 months 13 days | '2 years 1 month 28 days | '3 years 22 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period | ' | '1 year 4 months 10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period | ' | '1 year 11 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value at grant date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | $4.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | $8.88 | $1.91 | $3.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | $3.95 | $3.62 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | $3.09 | $1.88 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | $4.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested at the end of the period (in dollars per share) | ' | $11.49 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average intrinsic value per option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | $7.76 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | $41.12 | $0.59 | $3.09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | $40.66 | $5.74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | $7.76 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period | ' | $57,439,086 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted | ' | 18,525,384 | 449,469 | 22,119,207 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised | ' | 77,465,457 | 840,014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | ' | 57,439,086 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period | ' | 217,052,749 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period | ' | $126,337,151 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sharebased_Payments_Details_2
Share-based Payments (Details 2) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||
Jul. 10, 2011 | Jun. 15, 2011 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Jun. 15, 2011 | Feb. 21, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Jun. 15, 2011 | Jul. 31, 2012 | Dec. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Ordinary shares | Ordinary shares | Founders | Founders | Founders | High Vivacity | Before Modification | Before Modification | After Modification | After Modification | Employees | Employees | Employees | Executives and employees | Executives and employees | Vice chairman of the board of directors | |||||||
item | Ordinary shares | Ordinary shares | Ordinary shares | |||||||||||||||||||
Elegant Motion | ||||||||||||||||||||||
Additional information related to stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based payment expenses related to share options granted | ' | $6,205,709 | ' | $12,456,263 | $7,596,949 | $73,927,902 | ' | ' | ' | $63,908,618 | ' | ' | ' | ' | ' | ' | $8,348,740 | $7,369,081 | $3,813,576 | ' | ' | ' |
Fair value of shares vested | ' | ' | ' | 8,975,087 | 10,617,312 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to unvested share options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,867,234 | 14,511,914 | ' |
Weighted-average period over which unrecognized compensation cost is to be recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 1 month 2 days | '2 years 5 months 12 days | ' |
Options approved for modification (in shares) | ' | ' | 819,638 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental compensation cost resulting from modification | ' | ' | 1,122,360 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental compensation cost resulting from modification recorded during the period | ' | ' | ' | 239,073 | 484,862 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental compensation cost to be amortized over the remaining vesting period of the modified options | ' | ' | ' | $398,425 | $637,498 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial vesting percentage of shares held | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of equal and continuous monthly installments in which remaining shares are to be vested | ' | ' | ' | ' | ' | ' | ' | ' | 36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares transferred to redistribute diluted shareholdings of founders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,521,007 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value on the date of grant (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $4.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used in valuation of the fair value of the share options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | 0.00% | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | 3.00% | ' | ' | ' | ' | ' | ' |
Expected Volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42.55% | ' | 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) | $4.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.78 | ' | $2.78 | ' | ' | ' | ' | ' | ' |
Exercise Price per share (in dollars per share) | ' | ' | ' | $0.72 | $2.51 | $1.25 | ' | ' | ' | ' | ' | ' | $2.52 | $2.52 | $0.50 | $0.50 | ' | ' | ' | ' | ' | ' |
Number of ordinary shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,632,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,521,007 |
Vested (in shares) | ' | ' | ' | ' | ' | ' | -20,153,257 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average granted date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.43 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.08 |
Sharebased_Payments_Details_3
Share-based Payments (Details 3) (2012 Stock Incentive Plan, Restricted shares, USD $) | 0 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2013 | Apr. 01, 2013 | Mar. 22, 2013 | Jan. 02, 2013 | Sep. 30, 2012 | Oct. 02, 2012 | Jun. 01, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
2012 Stock Incentive Plan | Restricted shares | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested shares | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested ordinary shares granted to executive officers, employees, members of Audit Committee and consultants (in shares) | 411,600 | 501,000 | 10,000 | 561,000 | 340,000 | 34,000 | 367,500 | 1,483,600 | 741,500 |
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 | ' |
Forfeiture rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 12.00% | 9.00% |
Non-vested shares granted to certain employees on which 9% forfeiture rate is applied | ' | ' | ' | ' | ' | ' | ' | 964,000 | 374,000 |
Aggregate fair value of the restricted shares at grant dates | ' | ' | ' | ' | ' | ' | ' | $21,492,565 | $2,413,092 |
Fair value of the ordinary shares on the grant-date (in dollars per share) | $21.21 | $14.93 | $14.31 | $8.92 | $3.75 | $3.70 | $2.76 | ' | ' |
Unrecognized compensation cost related to non-vested shares | ' | ' | ' | ' | ' | ' | ' | $17,383,954 | $2,059,168 |
Weighted-average vesting period over which unrecognized compensation cost is to be recognized | ' | ' | ' | ' | ' | ' | ' | '3 years 3 months 4 days | '3 years 7 months 13 days |
Weighted average granted fair value of non-vested shares granted during the year (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $13.15 | $3.25 |
Non-vested shares forfeiture | ' | ' | ' | ' | ' | ' | ' | 0 | 0 |
Sharebased_Payments_Details_4
Share-based Payments (Details 4) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jun. 15, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based compensation expenses | ' | ' | ' | ' |
Share-based compensation expenses | ($6,205,709) | ($12,456,263) | ($7,596,949) | ($73,927,902) |
Fulfillment expenses | ' | ' | ' | ' |
Share-based compensation expenses | ' | ' | ' | ' |
Share-based compensation expenses | ' | -721,531 | -292,866 | -297,095 |
Marketing expenses | ' | ' | ' | ' |
Share-based compensation expenses | ' | ' | ' | ' |
Share-based compensation expenses | ' | -381,326 | -169,100 | -184,404 |
Technology and content expenses | ' | ' | ' | ' |
Share-based compensation expenses | ' | ' | ' | ' |
Share-based compensation expenses | ' | -3,275,228 | -897,133 | -729,420 |
General and administrative expenses | ' | ' | ' | ' |
Share-based compensation expenses | ' | ' | ' | ' |
Share-based compensation expenses | ' | ($8,078,178) | ($6,237,850) | ($72,716,983) |
Segment_information_Details
Segment information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
item | |||
Segment information | ' | ' | ' |
Number of reportable segment | 1 | ' | ' |
Product revenues | ' | ' | ' |
Product revenues | $1,680,560,853 | $690,057,249 | $226,291,723 |
Other revenues | 16,111,882 | 2,055,715 | 851,153 |
Total net revenues | 1,696,672,735 | 692,112,964 | 227,142,876 |
Apparel | ' | ' | ' |
Product revenues | ' | ' | ' |
Product revenues | 757,132,824 | 296,463,332 | ' |
Shoes and bags | ' | ' | ' |
Product revenues | ' | ' | ' |
Product revenues | 245,095,274 | 84,801,417 | ' |
Cosmetics | ' | ' | ' |
Product revenues | ' | ' | ' |
Product revenues | 107,069,891 | 75,221,908 | ' |
Sportswear and sporting goods | ' | ' | ' |
Product revenues | ' | ' | ' |
Product revenues | 140,340,540 | 70,721,110 | ' |
Home goods and other lifestyle products | ' | ' | ' |
Product revenues | ' | ' | ' |
Product revenues | 143,484,624 | 68,810,873 | ' |
Toys, kids and baby | ' | ' | ' |
Product revenues | ' | ' | ' |
Product revenues | 89,129,541 | 34,544,067 | ' |
Other goods | ' | ' | ' |
Product revenues | ' | ' | ' |
Product revenues | $198,308,159 | $59,494,542 | ' |
Subsequent_event_Details
Subsequent event (Details) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Apr. 01, 2013 | Mar. 22, 2013 | Jan. 02, 2013 | Sep. 30, 2012 | Oct. 02, 2012 | Jun. 01, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 10, 2014 | Feb. 21, 2014 | Feb. 14, 2014 | Feb. 14, 2014 | Feb. 14, 2014 | Mar. 10, 2014 | Feb. 14, 2014 | Feb. 14, 2014 | Feb. 14, 2014 | Feb. 14, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 02, 2014 |
2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | 2012 Plan | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | |
Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Credit facility | Credit facility | Loan from bank | Loan from bank | Loan from bank | Loan from bank | Loan from bank | Loan from bank | Loan from bank | Standby letters of credit | Ovation | Framework supply agreement | Framework supply agreement | Lefeng | 2012 Plan | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | China Merchants Bank Co., Limited | China Merchants Bank Co., Limited | USD ($) | Wing Lung Bank Limited | Wing Lung Bank Limited | Wing Lung Bank Limited | Wing Lung Bank Limited | Wing Lung Bank Limited | Wing Lung Bank Limited | Wing Lung Bank Limited | USD ($) | Ovation | Ovation | USD ($) | Non-vested ordinary shares | |||
USD ($) | USD ($) | USD ($) | HKD | USD ($) | Minimum | LIBOR | HIBOR | Minimum | USD ($) | CNY | USD ($) | |||||||||||||
item | item | USD ($) | ||||||||||||||||||||||
Subsequent event | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested ordinary shares granted to executive officers and employees (in shares) | 411,600 | 501,000 | 10,000 | 561,000 | 340,000 | 34,000 | 367,500 | 1,483,600 | 741,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,240,448 |
Vesting period | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years |
Vesting percentage on first anniversary from grant date | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% |
Percentage of awards vesting on a monthly basis, ending on the fourth anniversary of the grant date | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% |
Period over which remaining three-fourth shares will vest on a monthly basis | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years |
Fair value of one ordinary shares on the grant-date (in dollars per share) | $21.21 | $14.93 | $14.31 | $8.92 | $3.75 | $3.70 | $2.76 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $52.93 |
Percentage of equity interest acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' |
Total consideration payable for the acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $132.50 | ' |
Sales value threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 148.7 | 900 | ' | ' |
Acquired equity interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23.00% | ' | ' | ' | ' |
Total consideration pursuant to share purchase and subscription agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55.8 | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150 | 50 | 50 | 390 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period from drawdown | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business days prior to the expiry of other debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reference rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'three-month LIBOR | 'HIBOR | ' | ' | ' | ' | ' | ' |
Basis spread (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | 1.80% | 1.60% | ' | ' | ' | ' | ' | ' |
Guarantee of irrevocable standby letter of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50 | ' | ' | ' | ' | ' |
Guarantee amount as a percentage of currency exchange rate equivalent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Term of facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business days prior to the expiry of other debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of drawdown | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount borrowed | ' | ' | ' | ' | ' | ' | ' | ' | ' | $120.90 | ' | ' | ' | ' | $50 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule_ICondensed_Financial_1
Schedule I-Condensed Financial Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Statements of Income (Loss) and Comprehensive Income (Loss) | ' | ' | ' |
General and administrative expenses | ($49,943,775) | ($25,541,812) | ($84,575,539) |
Loss from operations | 53,826,759 | -11,943,573 | -106,917,828 |
Net (loss) income | 52,299,863 | -9,472,074 | -107,271,525 |
Deemed dividend on issuance of Series A Preferred Shares | ' | ' | -49,214,977 |
Net (loss) income attributable to ordinary shareholders | 52,299,863 | -9,472,074 | -156,486,502 |
Comprehensive loss | ' | ' | ' |
Net (loss) income | 52,299,863 | -9,472,074 | -107,271,525 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' |
Foreign currency translation adjustments | 3,518,820 | 994,606 | -569,628 |
Comprehensive (loss) income | 55,818,683 | -8,477,468 | -107,841,153 |
Parent company | ' | ' | ' |
Statements of Income (Loss) and Comprehensive Income (Loss) | ' | ' | ' |
General and administrative expenses | -12,456,263 | -7,596,949 | -73,927,902 |
Loss from operations | -12,456,263 | -7,596,949 | -73,927,902 |
Equity in (losses) incomes of subsidiaries and a variable interest entity | 64,756,126 | -1,875,125 | -33,343,623 |
Net (loss) income | 52,299,863 | -9,472,074 | -107,271,525 |
Deemed dividend on issuance of Series A Preferred Shares | ' | ' | -49,214,977 |
Net (loss) income attributable to ordinary shareholders | 52,299,863 | -9,472,074 | -156,486,502 |
Comprehensive loss | ' | ' | ' |
Net (loss) income | 52,299,863 | -9,472,074 | -107,271,525 |
Other comprehensive (loss) income, net of tax: | ' | ' | ' |
Foreign currency translation adjustments | 3,518,820 | 994,606 | -569,628 |
Comprehensive (loss) income | $55,818,683 | ($8,477,468) | ($107,841,153) |
Schedule_ICondensed_Financial_2
Schedule I-Condensed Financial Information (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
NON-CURRENT ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | $334,715,019 | $124,472,629 | $44,954,778 | $1,111,091 |
Total assets | 1,072,059,941 | 398,917,120 | ' | ' |
LIABILITIES AND EQUITY | ' | ' | ' | ' |
Total liabilities | 828,804,543 | 316,334,306 | ' | ' |
EQUITY | ' | ' | ' | ' |
Ordinary shares (US$0.0001 par value, 471,620,833 shares authorized, and 101,284,881 and 111,665,972 shares issued and outstanding as of December 31, 2012 and December 31, 2013, respectively) | 11,167 | 10,128 | ' | ' |
Additional paid-in capital | 363,221,310 | 258,368,448 | ' | ' |
Accumulated losses | -123,725,472 | -176,025,335 | ' | ' |
Accumulated other comprehensive income | 3,748,393 | 229,573 | ' | ' |
Total shareholders' equity | 243,255,398 | 82,582,814 | 18,289,202 | -10,111,581 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,072,059,941 | 398,917,120 | ' | ' |
Additional disclosure | ' | ' | ' | ' |
Ordinary shares, par value (in dollars per share) | $0.00 | $0.00 | ' | ' |
Ordinary shares, shares authorized | 471,620,833 | 471,620,833 | ' | ' |
Ordinary shares, shares issued | 111,665,972 | 101,284,881 | ' | ' |
Ordinary shares, shares outstanding | 111,665,972 | 101,284,881 | ' | ' |
Parent company | ' | ' | ' | ' |
NON-CURRENT ASSETS | ' | ' | ' | ' |
Cash and cash equivalents | 95,124 | ' | ' | ' |
Amount due from a subsidiary | 243,160,275 | 82,582,815 | ' | ' |
Total assets | 243,255,399 | 82,582,815 | ' | ' |
LIABILITIES AND EQUITY | ' | ' | ' | ' |
Amount due to a shareholder | 1 | 1 | ' | ' |
Total liabilities | 1 | 1 | ' | ' |
EQUITY | ' | ' | ' | ' |
Ordinary shares (US$0.0001 par value, 471,620,833 shares authorized, and 101,284,881 and 111,665,972 shares issued and outstanding as of December 31, 2012 and December 31, 2013, respectively) | 11,167 | 10,128 | ' | ' |
Additional paid-in capital | 363,221,310 | 258,368,448 | ' | ' |
Accumulated losses | -123,725,472 | -176,025,335 | ' | ' |
Accumulated other comprehensive income | 3,748,393 | 229,573 | ' | ' |
Total shareholders' equity | 243,255,398 | 82,582,814 | 18,289,202 | -10,111,581 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $243,255,399 | $82,582,815 | ' | ' |
Additional disclosure | ' | ' | ' | ' |
Ordinary shares, par value (in dollars per share) | $0.00 | $0.00 | ' | ' |
Ordinary shares, shares authorized | 471,620,833 | 471,620,833 | ' | ' |
Ordinary shares, shares issued | 111,665,972 | 101,284,881 | ' | ' |
Ordinary shares, shares outstanding | 111,665,972 | 101,284,881 | ' | ' |
Schedule_ICondensed_Financial_3
Schedule I-Condensed Financial Information (Details 3) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
Jun. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 21, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Apr. 11, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | |
Ordinary shares | Ordinary shares | Ordinary shares | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Accumulated losses | Accumulated losses | Accumulated losses | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | Series A Preferred Shares | Series A Preferred Shares | Series A Preferred Shares | Series A Preferred Shares | Series A Preferred Shares | Series A Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | |||||
Preferred shares | Preferred shares | Ordinary shares | Additional paid-in capital | Preferred shares | Preferred shares | Ordinary shares | Additional paid-in capital | Ordinary shares | Ordinary shares | Ordinary shares | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Accumulated losses | Accumulated losses | Accumulated losses | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | Series A Preferred Shares | Series A Preferred Shares | Series A Preferred Shares | Series A Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | Series B Preferred Shares | ||||||||||||||||||||||||
Preferred shares | Preferred shares | Ordinary shares | Additional paid-in capital | Preferred shares | Preferred shares | Ordinary shares | Additional paid-in capital | ||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | $82,582,814 | $18,289,202 | ($10,111,581) | $10,128 | $4,624 | $4,778 | $258,368,448 | $124,341,953 | $145,805 | ($176,025,335) | ($166,553,261) | ($10,066,759) | $229,573 | ($765,033) | ($195,405) | ' | ' | $20,113,898 | ' | ' | ' | ' | ' | $41,147,021 | ' | ' | ' | $82,582,814 | $18,289,202 | ($10,111,581) | $10,128 | $4,624 | $4,778 | $258,368,448 | $124,341,953 | $145,805 | ($176,025,335) | ($166,553,261) | ($10,066,759) | $229,573 | ($765,033) | ($195,405) | $20,113,898 | ' | ' | ' | $41,147,021 | ' | ' | ' |
Balance (in shares) | ' | ' | ' | ' | 101,284,881 | 46,234,659 | 47,775,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | ' | ' | 8,166,667 | ' | ' | ' | ' | ' | ' | 101,284,881 | 46,234,659 | 47,775,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | 8,166,667 | ' | ' | ' |
Net income (loss) | ' | 52,299,863 | -9,472,074 | -107,271,525 | ' | ' | ' | ' | ' | ' | 52,299,863 | -9,472,074 | -107,271,525 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,299,863 | -9,472,074 | -107,271,525 | ' | ' | ' | ' | ' | ' | 52,299,863 | -9,472,074 | -107,271,525 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of ordinary shares | ' | ' | ' | -1,837,500 | ' | ' | -184 | ' | ' | -1,837,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,837,500 | ' | ' | -184 | ' | ' | -1,837,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repurchase of ordinary shares (in shares) | ' | ' | ' | ' | ' | ' | -1,837,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,837,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares | ' | 91,920,000 | 66,022,797 | 1,499,994 | 800 | 2,201 | 30 | 91,919,200 | 66,020,596 | 1,499,964 | ' | ' | ' | ' | ' | ' | 20,113,898 | 20,113,898 | ' | 20,113,898 | ' | ' | 41,147,021 | 41,147,021 | ' | 41,147,021 | ' | ' | 91,920,000 | 66,022,797 | 1,499,994 | 800 | 2,201 | 30 | 91,919,200 | 66,020,596 | 1,499,964 | ' | ' | ' | ' | ' | ' | ' | 20,113,898 | ' | ' | ' | 41,147,021 | ' | ' |
Issuance of shares (in shares) | ' | ' | ' | ' | 8,000,000 | 22,009,200 | 297,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | 20,212,500 | ' | ' | 8,166,667 | ' | ' | 8,166,667 | ' | ' | ' | ' | ' | 8,000,000 | 22,009,200 | 297,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | 8,166,667 | ' | ' |
Direct offering expenses | ' | -1,571,688 | -3,332,962 | ' | ' | ' | ' | -1,571,688 | -3,332,962 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,571,688 | -3,332,962 | ' | ' | ' | ' | -1,571,688 | -3,332,962 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Preferred Shares into ordinary shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -20,113,898 | ' | 2,021 | 20,111,877 | ' | ' | -41,147,021 | ' | 1,268 | 41,145,753 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -20,113,898 | ' | 2,021 | 20,111,877 | -41,147,021 | ' | 1,268 | 41,145,753 |
Conversion of Preferred Shares into ordinary shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -20,212,500 | ' | 20,212,500 | ' | ' | ' | -8,166,667 | ' | 12,682,206 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -20,212,500 | ' | 20,212,500 | ' | -8,166,667 | ' | 12,682,206 | ' |
Proceeds from registered capital contributions by shareholders of the VIE | 2,292,763 | ' | 2,292,763 | 1,390,621 | ' | ' | ' | ' | 2,292,763 | 1,390,621 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,292,763 | 1,390,621 | ' | ' | ' | ' | 2,292,763 | 1,390,621 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares upon exercise of stock options | ' | 2,049,278 | 191,533 | ' | 191 | 14 | ' | 2,049,087 | 191,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,049,278 | 191,533 | ' | 191 | 14 | ' | 2,049,087 | 191,519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares upon exercise of stock options (in shares) | ' | 1,905,026 | 146,316 | ' | 1,905,026 | 146,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,905,026 | 146,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of ordinary shares upon exercise of non-vested shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48 | ' | ' | 48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of ordinary shares upon exercise of non-vested shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 476,065 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deemed dividend on issuance of Series A Preferred shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,214,977 | ' | ' | -49,214,977 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expenses | ' | 12,456,263 | 7,596,949 | 73,927,902 | ' | ' | ' | 12,456,263 | 7,596,949 | 73,927,902 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,456,263 | 7,596,949 | 73,927,902 | ' | ' | ' | 12,456,263 | 7,596,949 | 73,927,902 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency translation | ' | 3,518,820 | 994,606 | -569,628 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,518,820 | 994,606 | -569,628 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,518,820 | 994,606 | -569,628 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,518,820 | 994,606 | -569,628 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance | ' | $243,255,398 | $82,582,814 | $18,289,202 | $11,167 | $10,128 | $4,624 | $363,221,310 | $258,368,448 | $124,341,953 | ($123,725,472) | ($176,025,335) | ($166,553,261) | $3,748,393 | $229,573 | ($765,033) | ' | ' | ' | $20,113,898 | ' | ' | ' | ' | ' | $41,147,021 | ' | ' | $243,255,398 | $82,582,814 | $18,289,202 | $11,167 | $10,128 | $4,624 | $363,221,310 | $258,368,448 | $124,341,953 | ($123,725,472) | ($176,025,335) | ($166,553,261) | $3,748,393 | $229,573 | ($765,033) | ' | $20,113,898 | ' | ' | ' | $41,147,021 | ' | ' |
Balance (in shares) | ' | ' | ' | ' | 111,665,972 | 101,284,881 | 46,234,659 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | ' | ' | 8,166,667 | ' | ' | ' | ' | ' | 116,665,972 | 101,284,881 | 46,234,659 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,212,500 | ' | ' | ' | 8,166,667 | ' | ' |
Schedule_ICondensed_Financial_4
Schedule I-Condensed Financial Information (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net (loss) income | $52,299,863 | ($9,472,074) | ($107,271,525) |
Adjustments to reconcile net (loss) income to net cash by operating activities: | ' | ' | ' |
Share-based compensation expenses | 12,456,263 | 7,596,949 | 73,927,902 |
Changes in operating assets and liabilities: | ' | ' | ' |
Amount due from a subsidiary | 177,237 | 1,924,616 | -2,101,853 |
Net cash from operating activities | 437,081,800 | 111,569,205 | 1,306,775 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of ordinary shares in the offerings, net of issuance costs | 90,348,312 | 62,689,835 | ' |
Proceeds from issuance of ordinary shares upon exercise of stock options | 2,049,326 | 191,533 | ' |
Net cash provided by financing activities | 92,397,638 | 50,170,648 | 66,785,746 |
Net increase in cash and cash equivalents | 210,242,390 | 79,517,851 | 43,843,687 |
Cash and cash equivalents at beginning of the period | 124,472,629 | 44,954,778 | 1,111,091 |
Cash and cash equivalents at end of the period | 334,715,019 | 124,472,629 | 44,954,778 |
Restriction on dividend distribution | ' | ' | ' |
Amount of restricted capital and reserves not available for dividend distribution | 153,829,188 | 121,629,677 | ' |
VIE | ' | ' | ' |
CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net (loss) income | -1,946,318 | 8,058,229 | -26,409,424 |
Restriction on dividend distribution | ' | ' | ' |
Dividend paid to the Company | 0 | 0 | 0 |
Amount of restricted capital and reserves not available for dividend distribution | 3,829,188 | 3,829,188 | ' |
Parent company | ' | ' | ' |
CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net (loss) income | 52,299,863 | -9,472,074 | -107,271,525 |
Adjustments to reconcile net (loss) income to net cash by operating activities: | ' | ' | ' |
Equity in (losses) incomes of subsidiaries and a variable interest entity | -64,756,126 | 1,875,125 | 33,343,623 |
Share-based compensation expenses | 12,456,263 | 7,596,949 | 73,927,902 |
Changes in operating assets and liabilities: | ' | ' | ' |
Amount due from a subsidiary | -92,302,514 | ' | ' |
Net cash from operating activities | -92,302,514 | ' | ' |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of ordinary shares in the offerings, net of issuance costs | 90,348,312 | ' | ' |
Proceeds from issuance of ordinary shares upon exercise of stock options | 2,049,326 | ' | ' |
Net cash provided by financing activities | 92,397,638 | ' | ' |
Net increase in cash and cash equivalents | 95,124 | ' | ' |
Cash and cash equivalents at end of the period | 95,124 | ' | ' |
Restriction on dividend distribution | ' | ' | ' |
Cash dividend declared and paid to the Company | 0 | 0 | 0 |
WOFE | ' | ' | ' |
Restriction on dividend distribution | ' | ' | ' |
Dividend paid to the Company | 0 | 0 | 0 |
Amount of restricted capital and reserves not available for dividend distribution | $150,000,000 | $105,000,000 | ' |