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VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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38.                               GOVERNING LAW


This Agreement and all non-contractual obligations arising from or in connection with this Agreement are governed by English law.


39.                               ENFORCEMENT


39.1                        Jurisdiction of English courts


(a)                                 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement (a “Dispute”).


(b)                                 The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.


(c)                                  This Clause 39.1 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.


39.2                        Service of process


(a)                                 Without prejudice to any other mode of service allowed under any relevant law, each Obligor:


(i)                                     irrevocably appoints Law Debenture Corporate Services Limited as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and


(ii)                                  agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.


(b)                                 If any person appointed as a process agent is unable for any reason to act as agent for service of process, each Obligor must immediately (and in any event within three days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.


Each Obligor expressly agrees and consents to the provisions of this Clause 39.2.



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