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SEC Filings

SC TO-I/A
VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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(g)                                  where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal by members of the Group, other than any permitted under paragraphs (a) to (f) above) does not exceed US$50,000,000 (or its equivalent) in any financial year.

 

Permitted Financial Indebtedness” means:

 

(a)                                 any Permitted Offshore Financial Indebtedness;

 

(b)                                 any intra-Group Financial Indebtedness provided that the terms of Clause 21.14 (Subordination) are complied with; and

 

(c)                                  any Financial Indebtedness incurred in the PRC (including any amount incurred under any asset backed securities) the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness incurred by any member of the Group except as permitted under paragraph (a) or (b) above) does not exceed RMB3,000,000,000 (or its equivalent).

 

Permitted Investment” means the subscription in cash by members of the Group incorporated outside of the PRC for equity interest issued by members of the Group incorporated in the PRC.

 

Permitted Loans and Guarantees” means:

 

(a)                                 any loans made by an Internet Finance Company on arm’s length terms in the ordinary course of the Group’s internet finance business;

 

(b)                                 any loan to any member of the Group that constitutes a Permitted Financial Indebtedness;

 

(c)                                  any guarantee given by a Group member incorporated in the PRC in respect of the obligations of other Group members;

 

(d)                                 any guarantee given by a Group member incorporated outside of PRC of any Permitted Offshore Financial Indebtedness but excluding the Permitted Offshore Loan; and

 

(e)                                  any such liability the principal amount of which (when aggregated with the principal amount of any other liability provided by any member of the Group except any permitted under paragraphs (a) to (d) above) does not exceed US$50,000,000 (or its equivalent in another currency or currencies).

 

Permitted Offshore Financial Indebtedness” means:

 

(a)                                 this Facility;

 

(b)                                 the Convertible Bonds;

 

(c)                                  the Take-out Debt or (if there is no Take-out Debt) the Permitted Refinancing; and

 

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