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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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18.10                 No default

 

(a)                                 No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

 

(b)                                 No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any member of the Group or to which its or any member of the Group’s assets are subject which might reasonably be expected to have a Material Adverse Effect.

 

18.11                 No misleading information

 

(a)                                 Any factual information contained in or provided by any member of the Group for the purposes of the Information Memorandum was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

 

(b)                                 Any financial projections contained in the Information Memorandum have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

 

(c)                                  Nothing has occurred or been omitted from the Information Memorandum and no information has been given or withheld that results in the information contained in the Information Memorandum being untrue or misleading in any material respect.

 

(d)                                 All information (other than the Information Memorandum) supplied by any member of the Group was true, complete and accurate in all material respects as at the date it was given and was not misleading in any material respect.

 

18.12                 Financial statements

 

(a)                                 The financial statements most recently supplied to the Agent (which, at the date of this Agreement, are the Original Financial Statements) were prepared in accordance with GAAP consistently applied save to the extent expressly disclosed in such financial statements.

 

(b)                                 The financial statements most recently supplied to the Agent (which, at the date of this Agreement, are its Original Financial Statements) give a true and fair view of the Group’s consolidated financial condition and operations for the period to which they relate, save to the extent expressly disclosed in such financial statements.

 

(c)                                  There has been no material adverse change in the consolidated business or financial condition of the Borrower since the date of the Original Financial Statements.

 

18.13                 Pari passu ranking

 

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

 

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