Exhibit 4.5

 

Form of Exclusive Business Cooperation Agreement

 

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”):

 

Party A:                                                                                                                                                                                                         ;

 

Party B:                                                                                                                                                                                                         .

 

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

 

Whereas,

 

1.       Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical and consulting services set forth hereunder;

 

2.       Party B is a domestic limited liability company established in China, and is entitled to engage in or propose engaging in online sales business according to PRC laws (“Principal Business”);

 

3.       Party A is willing to provide Party B with exclusive technical, consulting and other services in relation to the Principal Business during the term of this Agreement utilizing its own advantages in human resources, technology and information, and Party B is willing to accept such services provided by Party A or Party A’s designee(s), each on the terms set forth herein;

 

Now, therefore, through mutual discussion, the Parties have reached the following agreements:

 

	
1
    	
Services Provided by Party   A
    


 

	
 
    	
1.1
    	
Party B hereby appoints Party A as Party   B’s exclusive services provider to provide Party B with complete business   support and technical and consulting services during the term of this   Agreement, in accordance with the terms and conditions of this Agreement and   to the extent permitted by the currently effective laws of China, which may   include all services within the business scope of Party B as may be   determined from time to time by Party A, such as but not limited to technical   services, business consultations, equipment or property leasing, marketing   consultancy, system integration, product research and development, and system   maintenance.
    


 

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1.2
    	
Party B agrees to accept all the   consultations and services provided by Party A. Party B further agrees that   unless with Party A’s prior written consent, during the term of this   Agreement, Party B shall not accept any similar consultations and/or services   provided by any third party and shall not establish similar corporation   relationship with any third party regarding the matters contemplated by this   Agreement. Party A may appoint other parties, who may enter into certain   agreements described in Section 1.3 with Party B, to provide Party B   with the consultations and/or services under this Agreement.
    


 

	
 
    	
1.3
    	
Service Providing Methodology
    


 

	
 
    	
1.3.1
    	
Party A and Party B agree that during the   term of this Agreement, Party B may enter into further technical service   agreements or consulting service agreements with Party A or any other party   designated by Party A, which shall provide the specific contents, manner,   personnel, and fees for the specific technical services and consulting   services.
    


 

	
 
    	
1.3.2
    	
To fulfill this Agreement, Party A and   Party B agree that during the term of this Agreement, Party B may enter into   equipment or property leases with Party A or any other party designated by   Party A which shall permit Party B to use Party A’s relevant equipment or   property based on the needs of the business of Party B.
    


 

	
2
    	
The Calculation and   Payment of the Service Fees
    


 

Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service Fees”) equal to 100% of the net income of Party B, provided that Party A, at its sole discretion, shall have the right to adjust the rate of Service Fees based on the services rendered by Party A in that month and the operational needs of Party B through prior written notice. The Service Fees shall be due and payable on a monthly basis; within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year.

 

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3
    	
Intellectual Property   Rights and Confidentiality Clauses
    


 

	
 
    	
3.1
    	
Party A shall have exclusive and   proprietary rights and interests in all rights, ownership, interests and   intellectual properties arising out of or created during the performance of   this Agreement, including but not limited to copyrights, patents, patent   applications, software, technical secrets, trade secrets and others.
    


 

	
 
    	
3.2
    	
The Parties acknowledge that the existence   and the terms of this Agreement and any oral or written information exchanged   between the Parties in connection with the preparation and performance this   Agreement are regarded as confidential information. Each Party shall maintain   confidentiality of all such confidential information, and without obtaining   the written consent of the other Party, it shall not disclose any relevant   confidential information to any third parties, except for the information   that: (a) is or will be in the public domain (other than through the   receiving Party’s unauthorized disclosure); (b) is under the obligation   to be disclosed pursuant to the applicable laws or regulations, rules of   any stock exchange, or orders of the court or other government authorities;   or (c) is required to be disclosed by any Party to its shareholders,   investors, legal counsels or financial advisors regarding the transaction   contemplated hereunder, provided that such shareholders, investors, legal   counsels or financial advisors shall be bound by the confidentiality   obligations similar to those set forth in this Section. Disclosure of any   confidential information by the staff members or agencies hired by any Party   shall be deemed disclosure of such confidential information by such Party,   which Party shall be held liable for breach of this Agreement. This   Section shall survive the termination of this Agreement for any reason.
    


 

	
 
    	
3.3
    	
The Parties agree that this   Section shall survive changes to, and rescission or termination of, this   Agreement.
    


 

	
4
    	
Representations and   Warranties
    


 

	
 
    	
4.1
    	
Party A hereby represents and warrants as   follows:
    


 

	
 
    	
4.1.1
    	
Party A is a wholly foreign owned   enterprise legally registered and validly existing in accordance with the   laws of China.
    


 

	
 
    	
4.1.2
    	
Party A’s execution and performance of this   Agreement is within its corporate capacity and the scope of its business   operations; Party A has taken necessary corporate actions and given   appropriate authorization and has obtained the consent and approval from   third parties and government agencies, and will not violate any restrictions   in law or otherwise binding or having an impact on Party A.
    


 

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4.1.3
    	
This Agreement constitutes Party A’s legal,   valid and binding obligations, enforceable in accordance with its terms.
    


 

	
 
    	
4.2
    	
Party B hereby represents and warrants as   follows:
    


 

	
 
    	
4.2.1
    	
Party B is a domestic limited liability   company legally registered and validly existing in accordance with the laws   of China.
    


 

	
 
    	
4.2.2
    	
Party B’s execution and performance of this   Agreement is within its corporate capacity and the scope of its business   operations; Party B has taken necessary corporate actions and given   appropriate authorization and has obtained the consent and approval from   third parties and government agencies, and will not violate any restrictions   in law or otherwise binding or having an impact on Party B.
    


 

	
 
    	
4.2.3
    	
This Agreement constitutes Party B’s legal,   valid and binding obligations, and shall be enforceable against it.
    


 

	
5
    	
Effectiveness and Term
    


 

	
 
    	
5.1
    	
This Agreement is executed on the date   first above written and shall take effect as of such date. Unless earlier   terminated in accordance with the provisions of this Agreement or relevant   agreements separately executed between the Parties, the term of this   Agreement shall be 10 years.
    


 

	
 
    	
5.2
    	
The term of this Agreement may be extended   if confirmed in writing by Party A prior to the expiration thereof. The   extended term shall be determined by Party A, and Party B shall accept such   extended term unconditionally. Any extended term of this Agreement shall be   further extended at Party A’s election.
    


 

	
 
    	
5.3
    	
The Parties agree that this Agreement shall   replace the Original Business Cooperation Agreement after this Agreement   becomes effective.
    


 

	
6
    	
Termination
    


 

	
 
    	
6.1
    	
Unless renewed in accordance with the   relevant terms of this Agreement, this Agreement shall be terminated upon the   date of expiration hereof.
    


 

	
 
    	
6.2
    	
During the term of this Agreement, unless   Party A commits gross negligence, or a fraudulent act, against Party B, Party   B shall not terminate this Agreement prior to its expiration date.   Nevertheless, Party A shall have the right to terminate this Agreement upon   giving 30 days’ prior written notice to Party B at any time.
    


 

	
 
    	
6.3
    	
The rights and obligations of the Parties   under Articles 3, 7 and 8 shall survive the termination of this Agreement.
    


 

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7
    	
Governing Law and   Resolution of Disputes
    


 

	
 
    	
7.1
    	
The execution, effectiveness, construction,   performance, amendment and termination of this Agreement and the resolution   of disputes hereunder shall be governed by the laws of China.
    


 

	
 
    	
7.2
    	
In the event of any dispute with respect to   the construction and performance of the provisions of this Agreement, the   Parties shall negotiate in good faith to resolve the dispute. In the event   the Parties fail to reach an agreement on the resolution of such a dispute   within 30 days after any Party’s request for resolution of the dispute   through negotiations, any Party may submit the relevant dispute to the China   International Economic and Trade Arbitration Commission South China   Sub-Commission for arbitration, in accordance with its then-effective   arbitration rules. The arbitration shall be conducted in Guangzhou, and the   language used during arbitration shall be Chinese. The arbitration ruling   shall be final and binding on both Parties.
    


 

	
 
    	
7.3
    	
Upon the occurrence of any disputes arising   from the construction and performance of this Agreement or during the pending   arbitration of any dispute, except for the matters under dispute, the Parties   to this Agreement shall continue to exercise their respective rights under   this Agreement and perform their respective obligations under this Agreement.
    


 

	
8
    	
Indemnification
    


 

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

 

	
9
    	
Notices
    


 

	
 
    	
9.1
    	
All notices and other communications   required or permitted to be given pursuant to this Agreement shall be   delivered personally or sent by registered mail, postage prepaid, by a   commercial courier service or by facsimile transmission to the address of   such Party set forth below. A confirmation copy of each notice shall also be   sent by email. The dates on which notices shall be deemed to have been   effectively given shall be determined as follows:
    


 

	
 
    	
9.1.1
    	
Notices given by personal delivery, by   courier service or by registered mail, postage prepaid, shall be deemed   effectively given on the date of delivery or refusal at the address specified   for notices.
    


 

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9.1.2
    	
Notices given by facsimile transmission   shall be deemed effectively given on the date of successful transmission (as   evidenced by an automatically generated confirmation of transmission).
    


 

	
 
    	
9.2
    	
For the purpose of notices, the addresses   of the Parties are as follows:
    


 

 

	
Party A:
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    
	
Attn:
    	
 
    	
 
    
	
Phone:
    	
 
    	
 
    
	
Facsimile:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Party B:
    	
 
    	
 
    
	
Address:
    	
 
    	
 
    
	
Attn:
    	
 
    	
 
    
	
Phone:
    	
 
    	
 
    
	
Facsimile:
    	
 
    	
 
    


 

	
 
    	
9.3
    	
Any Party may at any time change its   address for notices by a notice delivered to the other Party in accordance   with the terms hereof.
    


 

	
10
    	
Assignment
    


 

	
 
    	
10.1
    	
Without Party A’s prior written consent,   Party B shall not assign its rights and obligations under this Agreement to   any third party.
    


 

	
 
    	
10.2
    	
Party B agrees that Party A may assign its   obligations and rights under this Agreement to any third party upon a prior   written notice to Party B but without the consent of Party B.
    


 

	
11
    	
Severability
    


 

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

 

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12
    	
Amendments and Supplements
    


 

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

 

	
13
    	
Language and Counterparts
    


 

This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 

[The Remainder of this page is intentionally left blank]

 

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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.

 

	
Party A:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    
	
Title:
    	
Legal Representative
    	
 
    
	
 
    	
 
    	
 
    
	
Party B:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
Name:
    	
 
    	
 
    
	
Title:
    	
Legal Representative
    	
 
    


 











 

Schedule A

 

The following schedule sets forth other major similar agreements the registrant entered into with each of its consolidated affiliated entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.

 


	
Consolidated   Affiliated Entities
    	
 
    	
Executing Parties
    	
 
    	
Execution Date
    
	
Guangzhou Vipshop E-Commerce Co., Ltd.
    	
 
    	
Party A: Vipshop (China)   Co., Ltd.
   Party B: Guangzhou Vipshop E-Commerce Co., Ltd.
    	
 
    	
July 13,   2017
    
	
Guangzhou Vipshop Information Technology Co., Ltd.
    	
 
    	
Party A: Guangzhou Vipshop Computer   Service Co., Ltd (currently known as Vipshop   (China) Co., Ltd.)
   Party B: Guangzhou Vipshop Information Technology Co., Ltd.
    	
 
    	
October 8,   2011
    
	
Pin Jun Tong Enterprise Management & Consulting   Co., Ltd.
    	
 
    	
Party A: Vipshop (China)   Co., Ltd.
   Party B: Pin Jun Tong Enterprise Management & Consulting   Co., Ltd.
    	
 
    	
December 15,   2017
    
	
Shanghai Pinjian E-Commerce Co., Ltd. (currently known as   Tianjin Pinjian E-Commerce Co., Ltd.)
    	
 
    	
Party A: Lefeng (Shanghai)   Information Technology Go., Ltd.
   Party B: Shanghai Pinjian E-Commerce Co., Ltd. (currently known as   Tianjin Pinjian E-Commerce Co., Ltd.)
    	
 
    	
June 24,   2014