【正文】
This Agreement is written and executed in English and Chinese. In case any discrepancy arises from the agreement and the interpretation hereof between the two versions, the Chinese version shall prevail. 本協(xié)議由各方于文首所述日期簽署,以昭信守。Failure or delay on the part of any Party hereto to exercise any right, power or privilege under this Agreement, or under any other contract or agreement relating hereto, shall not operate as a waiver thereof。 This Agreement is severable in that if any provision hereof is determined to be illegal or unenforceable, the offending provision shall be stricken without affecting the remaining provisions of this Agreement. 本協(xié)議任何一方不履行或延遲履行本協(xié)議項下或與本協(xié)議相關(guān)的任何權(quán)利、權(quán)力或特權(quán),不應(yīng)視為棄權(quán)。No amendment to this Agreement shall be effective unless made in writing and signed by each party and approved by the Examination and Approval Authority. 第九條 其他條款MISCELLANEOUS 本協(xié)議就其項下股權(quán)轉(zhuǎn)讓在各方間構(gòu)成完整的協(xié)議,其效力超越了各方之前任何就本協(xié)議所作出的意向或諒解的表達,且僅有在各方授權(quán)代表簽署了書面協(xié)議的條件下才可被修正或修改。 If no mutually acceptable settlement of such dispute is reached within sixty (60) days, then such dispute shall be finally and exclusively settled by arbitration as provided herein. Arbitration shall be conducted in accordance with the Arbitration Rules of the China International Economic and Trade Arbitration Commission being in force at the time a particular dispute is submitted for arbitration, which rules are deemed to be incorporated by reference into this article. The arbitration shall take place in Beijing. 第八條 生效及修訂EFFECTIVENESS AND AMENDMENT 生效日Effective Date. 本協(xié)議自雙方簽字蓋章之日起生效。 In the event a dispute arises in connection with the interpretation or implementation of this Agreement, the parties to the dispute shall attempt to settle such dispute through friendly consultations. 仲裁Arbitration. 若各方在六十(60)日內(nèi)未就該爭議達成解決方案,則該爭議應(yīng)提交中國國際經(jīng)濟貿(mào)易仲裁委員會依據(jù)其屆時有效的仲裁規(guī)則進行仲裁,該仲裁裁決具有最終性及排他性。 The rights and remedies of the NonBreaching Party provided in this Article should remain effective in the event that this Agreement, or any other provisions of this Agreement, is invalidated or terminated for any reason. 第六條 適用法律APPLICABLE LAW 適用法律Applicable Law. 本協(xié)議受中國法律管轄并依據(jù)其進行解釋。 To demand pensation from the Breaching Party for all losses, including the costs and expenses arising from this Agreement. 本協(xié)議規(guī)定的權(quán)利及救濟措施應(yīng)視為累積的,且作為并不影響依據(jù)法律所享有的其他權(quán)利和補救措施。 If the breach by the Breaching Party has caused the Equity Interest Transfer to be unable to plete, or has materially frustrated the NonBreachin