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VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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(b)                                 the series of contractual arrangements entered into between Mr. Shen, Yu Zhihui, LeFeng (Shanghai) Information Technology Co., Ltd. and Shanghai PinJian E-Commerce Co., Ltd. (the predecessor of Tianjin PinJian E-Commerce Co., Ltd.) (as applicable) dated 24 June 2014, including among others, the Exclusive Option Agreement, the Exclusive Business Cooperation Agreement, the Equity Interest Pledge Agreement, the Loan Agreement, and the Power of Attorney issued by Mr. Shen and Yu Zhihui;


(c)                                  (if any) any other arrangement, instrument or agreement constituting all or any part of the contractual arrangements enabling any member of the Group to exercise effective control over, and consolidate the financial statements of, any VIE, and any other revenue transfer arrangements entered into by any VIE and any member of the Group relating to any revenue generated in connection with or received or receivable by any VIE; and


(d)                                 any other document or agreement may be designated as such by the Agent and the Borrower from time to time.


“WFOE” means a wholly foreign-owned enterprise incorporated under the laws of PRC.


1.2                               Construction


(a)                                 Unless a contrary indication appears, any reference in this Agreement to:


(i)                                     any “Administrative Party”, the “Agent”, the “Mandated Lead Arranger”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;


(ii)                                  assets” includes present and future properties, revenues and rights of every description;


(iii)                               a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;


(iv)                              including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);


(v)                                 a “group of Lenders” includes all the Lenders;


(vi)                              indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;



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