Vipshop Holdings LTD Sample Contracts

DEPOSIT AGREEMENT by and among VIPSHOP HOLDINGS LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated...
Deposit Agreement • May 21st, 2012 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York

DEPOSIT AGREEMENT, dated as of 22 March 2012, by and among (i) Vipshop Holdings Limited, a company incorporated in the Cayman Islands, with its principal executive office at No. 20 Huahai Street, Liwan District, Guangzhou 510370, The People’s Republic of China, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

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VIPSHOP HOLDINGS LIMITED [ ]% Convertible Senior Notes due 2019 UNDERWRITING AGREEMENT
Underwriting Agreement • March 11th, 2014 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York
FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS
Form Indemnification Agreement for Directors and Officers • February 17th, 2012 • Vipshop Holdings LTD • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between Vipshop Holdings Limited, an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company.

SUBSCRIPTION AGREEMENT dated as of December 17, 2017 among VIPSHOP HOLDINGS LIMITED WINDCREEK LIMITED and TENCENT MOBILITY LIMITED
Subscription Agreement • December 18th, 2017 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York

WHEREAS, as of the date of this Agreement, JD holds 16,230,127 ADSs (as defined below) of the Company, representing 3,246,025 Class A Shares (as defined below) of the Company. The Purchasers desire to subscribe for and purchase, severally and not jointly, and the Company desires to issue and sell certain Class A Shares of the Company to the Purchasers pursuant to the terms and conditions set forth in this Agreement;

VIPSHOP HOLDINGS LIMITED 1,140,000 American Depositary Shares Representing 2,280,000 Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • March 11th, 2014 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York
INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • December 18th, 2017 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York

INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December [·], 2017 (the “Effective Date”), by and among Vipshop Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), Mr. Eric Ya Shen , Mr. Arthur Xiaobo Hong (together, the “Founders”), Elegant Motion Holdings Limited and High Vivacity Holdings Limited, each a company incorporated under the laws of the British Virgin Islands (collectively with the Founders, the “Founder Parties”), Windcreek Limited, a company incorporated under the laws of the British Virgin Islands (“JD”), and Tencent Mobility Limited, a company limited by shares incorporated under the laws of Hong Kong (“Tencent,” together with JD, the “Investors” or each, and “Investor”).

Contract for Assignment of State-owned Construction Land Use Right
Vipshop Holdings LTD • April 14th, 2017 • Retail-catalog & mail-order houses
Loan Contract Contract No.: 2011 Dong Zi No. 1011570049
Loan Contract • February 17th, 2012 • Vipshop Holdings LTD

Upon examination, Party A agrees to issue the loan. In accordance with the relevant laws, Party A and Party B, after thorough negotiations, now agree to enter into this Contract based upon the following terms:

EMPLOYMENT AGREEMENT
Employment Agreement • February 17th, 2012 • Vipshop Holdings LTD

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”), by and between Vipshop Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

Second Amended and Restated Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • February 21st, 2013 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Second Amended and Restated Equity Interest Pledge Agreement (“this Agreement”) has been executed by and among the following parties on October 17, 2012 in Guangzhou, the People’s Republic of China (the “China”):

Framework Supply Agreement
Framework Supply Agreement • April 25th, 2014 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

Purchaser A and Purchaser B are hereinafter collectively referred to as the “Purchasers” or “Party A”, and the Vendor and the Purchasers or Party A are hereinafter collectively referred to as the “Parties”.

CREDIT AGREEMENT Dated as of February 21, 2014 between VIPSHOP INTERNATIONAL HOLDINGS LIMITED as Borrower, and CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH as Lender
Credit Agreement • April 25th, 2014 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York

This CREDIT AGREEMENT dated as of February 21, 2014 (as the same may be amended, restated or otherwise modified from time to time, the “Credit Agreement”) between VIPSHOP INTERNATIONAL HOLDINGS LIMITED (the “Borrower”), and CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH (the “Lender”).

Form of Loan Agreement
Form of Loan Agreement • April 18th, 2024 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of in , the People’s Republic of China (“China” or the “PRC”):

Debt Assignment and Set-off Agreement
-Off Agreement • April 18th, 2024 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Debt Assignment and Set-off Agreement (this “Agreement”) is entered into as of October 27, 2023, by and among Arthur Xiaobo Hong (ID Card number: ***, the “Transferor”), Chan Huang (ID Card number: *** (the “Transferee”) and Vipshop (China) Co., Ltd. (the “WFOE”)

SHARE PURCHASE AND SUBSCRIPTION AGREEMENT by and among OVATION ENTERTAINMENT LIMITED EACH OF THE PERSONS LISTED IN EXHIBIT A HERETO MS. YUAN LI and VIPSHOP HOLDINGS LIMITED February 21, 2014
Share Purchase and Subscription Agreement • April 25th, 2014 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York

THIS SHARE PURCHASE AND SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of February 21, 2014, by and among Vipshop Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Purchaser”), Ovation Entertainment Limited, an exempted company incorporated in the Cayman Islands (the “Company”), the Persons indicated on Exhibit A hereto (each a “Seller”, and collectively, the “Sellers”), Ms. Yuan Li (the “Guarantor” and together with the Sellers, the “Seller Parties”). The Purchaser, the Company, the Sellers and the Guarantor are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein, but not defined herein, are defined in Article XI below.

Exclusive Purchase Framework Agreement
Vipshop Holdings LTD • February 17th, 2012

In consideration whereof, Party A and Party B enter into the Exclusive Purchase Framework Agreement as follows through amicable consultations:

Amended and Restated Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • February 17th, 2012 • Vipshop Holdings LTD

This Amended and Restated Exclusive Business Cooperation Agreement (“this Agreement”) is made and entered into by and between the following Parties on October 8, 2011 in Guangzhou, the People’s Republic of China (“China” or “PRC”):

Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • February 17th, 2012 • Vipshop Holdings LTD

This Amended and Restated Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of October 8, 2011, in Guangzhou, the People’s Republic of China (“China”):

Form of Exclusive Option Agreement
Form of Exclusive Option Agreement • April 18th, 2019 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of , in , the People’s Republic of China (“China”):

1.50% CONVERTIBLE SENIOR NOTES DUE 2019
Indenture • April 24th, 2015 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 11, 2014, between Vipshop Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

Form of Equity Interest Pledge Agreement
Interest Pledge Agreement • April 18th, 2024 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Equity Interest Pledge Agreement (“this Agreement”) has been executed by and among the following parties on in the People’s Republic of China (“China”):

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Form of Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • April 18th, 2024 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Business Cooperation Agreement (“this Agreement”) is made and entered into by and between the following Parties on in , the People’s Republic of China (“China” or “PRC”):

Form of Exclusive Option Agreement
Form of Exclusive Option Agreement • April 18th, 2024 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of , in , the People’s Republic of China (“China”):

Second Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • February 21st, 2013 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Second Amended and Restated Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of October 17, 2012, in Guangzhou, the People’s Republic of China (“China”):

Fourth Amended and Restated Exclusive Option Agreement
Exclusive Option Agreement • April 22nd, 2016 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Fourth Amended and Restated Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of Dec 23th, 2015, in Guangzhou, the People’s Republic of China (“China”):

SHARE PURCHASE AGREEMENT by and among LEFENG.COM LIMITED OVATION ENTERTAINMENT LIMITED and VIPSHOP HOLDINGS LIMITED FEBRUARY 14, 2014
Share Purchase Agreement • April 25th, 2014 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of February 14, 2014, by and among Vipshop Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Purchaser”), Lefeng.com Limited, an exempted company incorporated in the Cayman Islands (the “Company”) and Ovation Entertainment Limited, an exempted company incorporated in the Cayman Islands (the “Seller”). The Purchaser, the Company and the Seller are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein, but not defined herein, are defined in Article XII below.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE NIO INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO NIO INC. IF PUBLICLY DISCLOSED....
Business Cooperation Agreement • April 27th, 2020 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Strategic Business Cooperation Agreement (the “Agreement”) is made and entered into by and between the following parties on November 25, 2019 in Shenzhen, Guangdong, the People’s Republic of China (“PRC”, for purpose of this Agreement excluding Hong Kong, Taiwan and Macau):

Form of Loan Agreement
Form of Loan Agreement • April 18th, 2019 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of_________ in _________, the People’s Republic of China (“China” or the “PRC”):

Amended and Restated Equity Interest Pledge Agreement
Equity Interest Pledge Agreement • February 17th, 2012 • Vipshop Holdings LTD

This Amended and Restated Equity Interest Pledge Agreement (“this Agreement”) has been executed by and among the following parties on October 8, 2011 in Guangzhou, the People’s Republic of China (the “China”):

Form of Equity Interest Pledge Agreement
Interest Pledge Agreement • April 18th, 2019 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Equity Interest Pledge Agreement (“this Agreement”) has been executed by and among the following parties on in the People’s Republic of China (“China”):

Fourth Amended and Restated Equity Interest Pledge Agreement
Interest Pledge Agreement • April 22nd, 2016 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Fourth Amended and Restated Equity Interest Pledge Agreement (“this Agreement”) has been executed by and among the following parties on Dec 23th, 2015 in Guangzhou, the People’s Republic of China (the “China”):

1.50% CONVERTIBLE SENIOR NOTES DUE 2019
Indenture • April 25th, 2014 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 17, 2014, between Vipshop Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

Form of Exclusive Business Cooperation Agreement
Business Cooperation Agreement • April 18th, 2019 • Vipshop Holdings LTD • Retail-catalog & mail-order houses

This Business Cooperation Agreement (“this Agreement”) is made and entered into by and between the following Parties on in , the People’s Republic of China (“China” or “PRC”):

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