【正文】 e reasonable purase price for the offered share based on internationally accepted evaluation methods permitted by PRC law. [Note: The Parties should agree on the specific method on how to determine the purase price.]. If the Parties fail to agree on the external auditor within further [two weeks], ea Party shall be entitled to request the [note: a third party] to nominate an auditor to render the opinion. The costs of the opinion of the external auditor shall be shared by all of the Parties in proportion to their respective participations in the registered capital of the pany 可選方案2：Option 2:此后雙方應(yīng)共同進展評估以確定的價值。then the Parties shall jointly conduct a valuation to determine the value of the pany e) 要約方應(yīng)在收到審計師的價格后一1〕個月內(nèi)向受要約方告知其是否準(zhǔn)備按照該價格其股份。假設(shè)要約方回絕按照中提出的價格其股份或假設(shè)其未在上述一1〕個月限內(nèi)受要約方要約方無權(quán)向第三方其股份。e) The Offeror shall inform the Offeree, within one (1) month from receiving the auditor39。s opinion on the price, as to whether it prepares to sell its share at the price resulting from the opinion. If the Offeror refuses to sell its share at the price stated in the opinion, or if it does not inform the Offeree within the aforementioned one (1) month period, it shall not be entitled to sell its share to a third party. f) 〕 e)款向要約方告知其是否準(zhǔn)備按照中提出的價格購置股份。假設(shè)受要約方回絕按照中提出的價格購置股份或其未在一1〕個月內(nèi)向要約方告知其購置股份的意愿要約方有權(quán)向第三方要約其股份。向第三方股份的條件不得優(yōu)于向受要約方股份的條件。f) The Offeree shall inform the Offeror within one and a half (1 1/2) months after the Offeror has indicated its willingness to sell, pursuant to Subapter 4/. e) above, as to whether the Offeree is prepared to purase the share at the price stated in the opinion. If the Offeree refuses to purase the share at the price stated in the opinion, or if within the period of one (1) month the Offeree fails to inform the Offeror of their intent to purase the share, the Offeror shall have the right to offer for sale to a third party its share. The conditions of this offer to sell to the third party shall not be more favorable than those at whi the share was offered for sale to the Offeree. g) 在向第三方各自股份之前受要約方有權(quán)要求要約方披露受要約方可能合理要求的本次轉(zhuǎn)讓以及第三方的所有信息。受要約方有權(quán)要求要約方按照與向第三方提供的條款條件一樣的條款條件向其要約股份。在要約方向受要約方書面告知第三方的名稱和以及協(xié)議的條款后三3〕個月內(nèi)受要約方應(yīng)以書面方式行使該優(yōu)先購置權(quán)。g) Before the respective share is sold to a third party, the Offeree shall have the right to require the Offeror to reveal all information on this transfer as well as the third party as may be reasonably required by the Offeree. The Offeree shall have the right to require the offered share to be sold to them on the same terms and conditions as offered to the third party. Su right of first refusal shall be exercised in writing within a period of three (3) months after the Offeror has informed the Offeree in writing of the name and the address of the third party and of the terms of the sale agreement. 假設(shè)一方向第三方轉(zhuǎn)讓其股份轉(zhuǎn)讓的一方應(yīng)簽訂一項轉(zhuǎn)讓合同根據(jù)該合同第三方同意承擔(dān)與轉(zhuǎn)讓的一方在簽訂股份轉(zhuǎn)讓合同時在如下項下存在的另一方的權(quán)利和義務(wù)一樣的權(quán)利和義務(wù)：(i)本合資經(jīng)營合同和(ii)雙方作為合資企業(yè)的股東互相訂立的其他合法有效的協(xié)議和合同。轉(zhuǎn)讓的一方應(yīng)向另一方提供上述承諾的證據(jù)。 If a Party transfers its share to a third party, the transferring Party shall enter into a transfer contract under whi the third party agrees to assume in relation to the other Party the same rights and obligations as exist for the transferring Party at the signing of the share transfer contract under (i) this Joint Venture Contract and under (ii) other legally valid agreements and contracts between the Parties in their capacity as the shareholders to the Joint Venture. The transferring Party shall provide evidence of said undertaking to the other Party. 或者：Alternatively: 向第三方轉(zhuǎn)讓任何一方的任何一部股份必須事先獲得的批準(zhǔn)并應(yīng)在獲得的書面同意前方可生效。 Any transfer to a third party of any portion whatsoever of any Party39。s share must be approved in advance by the Board of Directors and shall be valid only with the written consent of the Board of Directors. 或者：Alternatively: Optional受第三方控制的情況] Control by Third Party] 假設(shè)：In the event that:a) 第三方根據(jù)法律、合同或其他根據(jù)獲得一方“要約方〞〕的[ ]百分之[ ]〕或更多的股份；或a) […] ([…] percent) or more of the shares in a Party (“Offeror〞) are acquired by a third party by law, contract or otherwise。 or b) 另一方或的競爭者獲得、享有一方的[ ]百分之[ ]〕或更多的股份或行使該一方的表決控制權(quán)；或b) […] ([…] percent) or more of the shares in a Party (“Offeror〞) are acquired, owned or voting control is exercised by a petitor of the other Party (“Offeree〞) or of the pany。 or c) 在一項交易中一方“要約方〞〕作為非存續(xù)與另一家實體合并或并入另一家實體或c) a Party (“Offeror〞) merges with or into another entity in a transaction in whi it is not the surviving corporation, or d) 在一項交易中一方“要約方〞〕作為存續(xù)與另一家實體合并或兼并另一家實體但是(ii)適用d) A Party (“Offeror) merges with or into another entity in whi it is the surviving corporation, however (ii) apply, 那么受要約方有權(quán)購置要約方持有的全部股份并且要約方應(yīng)同意該等購置并促使其向委派的董事批準(zhǔn)該等或轉(zhuǎn)讓并采取執(zhí)行該等交易所需的所有措施。(d)款的相關(guān)規(guī)定應(yīng)適用即假設(shè)雙方未能在受要約方提出購置要求后六十60〕(d)款的規(guī)定確定購置價格。]then the Offeree shall have the right to purase all of the shares held by the Offeror in the pany and the Offeror shall consent to su purase and cause its directors appointed to the Board of Directors to approve su sale or assignment accordingly and to take all measures required for the implementation of su transaction. As regards the purase price, the related regulation of Subapter 4/ (d) shall apply accordingly, . in case the Parties cannot agree on a purase price within 60 (sixty) days after Offeree180。s purase request, it shall be determined by an auditor to be appointed by the Board of Directors as set out in said Subapter 4/ (d) above. ] . 股份的任何、轉(zhuǎn)讓或其他處置應(yīng)根據(jù)法律要求并在法律要求的范圍內(nèi)提交審批批準(zhǔn)。應(yīng)依法登記股份所有權(quán)變更。. Any sale, alienation or other disposal of the share, if and to the extent required by law, be submitted to the Examination and Approval Authority for approval. The pany shall register the ange in ownership in accordance with the law. 就本章而言各方的關(guān)聯(lián)方定義見下文〕不應(yīng)被視為第三方。 For purposes of this apter, Affiliates (to be defined) of the Parties shall not be deemed to be third parties. 第五章 小股東保護條款 可選條款】apter 5 Minority Sharehol