唯品会回应做空：根本没弄明白我们的商业模式

　　唯品会

　　【TechWeb报道】5月14日消息，唯品会针对国外做空机构有关其财务造假一事做出了正面回应，指出做空机构不懂唯品会的商业模式，指责毫无根据、存在大量与事实不符之处。

　　唯品会北京时间昨晚针对研究公司Mithra Forensic Research(以下简称MFR)5月12日发布的一篇标题为《唯品会：你们发的财报我们不买账》做空报告做出了长篇幅的回应。

　　唯品会在回应开头指出：“唯品会认为，这些指责是毫无根据的，存在大量错误，无事实支持的臆测，并且是彻头彻尾地误解了我们的商业模式。公司已经向董事会、独立审计机构知会了做空报告，不过，我们打算几天先针对报告中一些关键错误做出澄清。”

　　在“营收认定”(revenue recognition)方面，针对报告质疑唯品会在认定营收方法不当，唯品会指出，该公司已在2014年年度报告20-F中披露和详细说明，会计方式是恰当的。

　　在“存货会计统计”(inventory accounting)方面，针对报告认定唯品会混淆了托管存货(inventory-held-on-consignment)和买入存货(purchased inventory)一说，唯品会称，MFR这一结论是基于其错误的假设条件。

　　在“其他应收款”方面，针对报告中称唯品会“其他应收款”(other receivables)增长水平不寻常地偏高一说，唯品会表示，该公司在2014年年度报告20-F文件的注解5(note 5)已经做出说明，主要是因为VAT应收款和储蓄的增加(increase of deposits and VAT receivables)。

　　在“资本支出”方面，针对报告指责唯品会夸大以及刻意加速资本开支一事，唯品会称，该公司2012年末、2013年末、2014年末资本开支规模分别为1240美元、2220美元、2560美元，增长主要是因为需要扩大仓库和其他与物流有关的基础设施，这之前已披露过。

　　在“现金流”方面，针对报告中有关唯品会现金流不受盈利规模驱动，而受应付账户和累计开支(accounts payables and accrued expenses)驱动一说，唯品会指出，2014年运营净现金规模为5.507亿美元，主要来自1.228亿美元净利润，其中计入了3.829亿美元的股权奖励、存货减值、无形资产摊销等费现金开支影响。

　　在“持有的可兑换投资(Held-to-Maturity Investments)”方面，针对报告称唯品会可能将这些投资以低利率形式向公司创始人放贷一事，唯品会表示，这些“持有的可兑换投资”是债券，从没有把这些“持有的可兑换投资”提走向公司创始人以及关联方放贷。

　　在“收购乐峰”方面，报告指责唯品会高估了乐峰股权价值，构成向乐峰母公司Ovation过多支付一说，唯品会表示，对乐峰、Ovation投资的估值是基于市场标准。

　　在“物流公司”方面，唯品会称，报告中这一方面的指责是主观的，而且基于不准确的财务数据。

　　在“公司监管权”方面，针对报告质疑唯品会董事会和独立审计机构独立性一事，唯品会称指责没有事实根据。

　　唯品会今早收盘涨3.41%，至26.66美元，盘后涨6.83%。(小峰)

　　以下为唯品会英文公告原文：

　　GUANGZHOU, China, May 13, 2015 /PRNewswire/ -- Vipshop Holdings Limited (VIPS), a leading online discount retailer for brands in China ("Vipshop" or the "Company"), today issued the following statement in response to recent allegations made by a few short sellers. Vipshop believes these allegations are unfounded and contain numerous errors, unsupported speculation, and a general misunderstanding of the Company's business model. The Company has made its board of directors and its independent auditors aware of the reports, and will continue to review and address the allegations as appropriate, but today the Company would like to clarify certain key errors contained in the allegations.

　　Accusations regarding Accounting:

　　i) Revenue Recognition:

　　The allegations question the Company's method of revenue recognition and allege that the Company relied upon an incorrect application of gross revenue basis reporting. As disclosed and elaborated in the Company's annual report on Form 20-F for the fiscal year of 2014 (the "2014 Form 20-F"), the Company appropriately records its revenue on a gross basis where the ownerships, risks and rewards of these inventories have been fully transferred to the Company after it takes ownership upon deliveries to its warehouses, any loss related to damages to these inventories after the Company receives them from vendors are absorbed by the Company, and it reports these inventories on the Company's balance sheets as its assets.

　　ii) Inventory Accounting

　　The allegations state that the Company improperly commingled inventory-held-on-consignment with purchased inventory, thereby increasing its reported ending inventory and decreasing its cost-of-sales. The conclusion is based on the short seller's own erroneous assumptions. The Company's inventory is reported at the lower of cost or market, and the Company's cost of inventory is determined using the "weighted-average cost" method. The Company believes this approach is appropriate given the nature of its business and its arrangements with its vendors. During the periods reported, the Company has full ownership on inventories that are recorded on the balance sheet.

　　iii) Other Receivables

　　The allegations contend that the Company recorded significantly increased levels of "Other Receivables" which potentially reflect abusive related-party transactions ("RPTs"). This allegation is also unsupported. The breakdown of "Other Receivables" has been clearly disclosed in note 5 to the Company's consolidated financial statements for the year ended December 31, 2014 included in the 2014 Form 20-F, and the increase was mainly due to the increase of deposits and VAT receivables. In addition, as disclosed in note 4 to the Company's consolidated financial statements for the year ended December 31, 2014, other trade receivables in the amount of US$18.3 million relates to lending to some of the Company's suppliers who are not related parties.

　　iv) Capital Expenditures

　　The allegations assert that the Company exaggerated and accelerated its capital expenditures ("CAPEX") to industry-leading levels, despite having significant excess capacity. As reported in the Company's public disclosures, the Company's CAPEX amounted to US$12.4 million, US$22.2 million, and US$256.0 million in the years ended December 31, 2012, 2013 and 2014, respectively. In 2014, the Company's CAPEX increased significantly largely because of the Company's expansion of its warehouses and other logistical infrastructure, the details of which have been disclosed in the Company's 2014 Form 20-F. This expansion is aimed to lower costs associated with logistics and property leasing in the long term.

　　v) Cash Flow

　　The allegations assert that the Company's cash flow from operations is driven not by earnings, but by significant growth in both accounts payables and accrued expenses. This conclusion is also incorrect. As disclosed in its 2014 Form 20-F, the Company's net cash from operating activities amounted to US$505.7 million in 2014, which was primarily attributable to a net income of US$122.8 million, adjusted for non-cash expenses in an aggregate amount of US$382.9 million consisting primarily of share-based compensation expenses, inventory write-downs, amortization of intangible assets and changes in operating assets and liabilities.

　　Other Accusations:

　　Held-to-Maturity Investments

　　Additionally, the allegations question the Company's Held-to-Maturity ("HTM") investments, including the rates of interest earned thereon, and suggest that they could constitute low-interest loans offered to the Company's founders. These allegations are false. The Company invests in debt securities which are made with third party banks and entered into at market rates. The Company classifies these investments as HTM. None of these HTM investments were extended to the Company's founders or other related parties.

　　i) Lefeng and Ovation

　　The allegations assert that the Company grossly overpaid for stakes in Lefeng and its parent company, Ovation, and that these transactions may not have been conducted at arms-length. The Company believes the valuations of the Lefeng and Ovation investments were reasonable based on prevailing market conditions and both investments were negotiated at arms-length. The acquisitions of Lefeng and Ovation were strategic moves that were intended to strengthen the Company's market share in the large and fast growing cosmetics sector and help expand its reach to female customers.

　　ii) Logistics Companies

　　In addition, there were false allegations regarding the Company's investments into regional logistics companies. This allegation is subjective and is based on inaccurate financial figures. In 2014, the Company made minority investments in several regional logistic companies. Strategically, these investments reflect the Company's effort to expand its nationwide delivery capabilities.

　　Accusations regarding Corporate Governance:

　　The allegations also challenge the independence of the Company's board and its audit firm. This allegation is unfounded. As required by U.S. securities laws and the NYSE listing requirements, the board of directors of the Company performs annual assessments of director independence, and the independent directors identified in the Company's 2014 annual report on Form 20-F were determined to have met the independence requirements set forth in applicable laws and listing rules.

　　As disclosed in the 2014 Form 20-F, the Company has a majority independent board of directors as required by U.S. securities laws and the NYSE listing requirements. The Company has implemented its disclosure procedures and corporate governance protocols in compliance with public company standards and applicable legal requirements and will continue to meet corporate governance standards under applicable SEC and NYSE rules and legal requirements.