【正文】 (2) Any notice mailed shall be delivered by way of registered letter, express mail or EMS, and shall be deemed as served 48 hours after the being received by the recipient (postponed in case of statutory holidays and vacations)。 suspension of performance of obligations by the nondefault party shall not constitute nonperformance or delay in performance of such obligations. Rescind this Agreement unilaterally with a written notice which shall e into force as of the date when it is served on the default party. Require the default party to pensate the losses of the nondefault party. [19]ARTICLE 8 SUPPLEMENTARY PROVISIONS Transaction expensesTaxes and expenses incurred by the transaction hereunder shall be borne by the Transferor and the Transferee respectively in accordance with the Chinese law. Where there is no such provision, each party shall bear 50% thereof. [20] Governing lawThis Agreement shall be executed, governed by and interpreted solely in accordance with the laws of China. Dispute resolutionAny dispute arising from or in connection with this Contract shall be submitted to the China International Economic and Trade Arbitration Commission Shanghai SubCommission for arbitration which shall be conducted in accordance with the Commission39。s actual losses, unless as otherwise provided herein. The payment of the above pensation, late fee and liquidated damages shall not prejudice the continuous performance hereof by the nondefault party as stipulated herein. Where this Agreement is invalid or unable to be performed due to any party39。 or Written agreement by and among the Parties. The Transferor shall in absolute confidentiality any data relating to the content, negotiation and relevant matters of this Agreement or to another party which is acquired or accessed due to execution or performance hereof。 Relevant data being known to the public not due to any party39。 To the extent of the following circumstances and scope, any party may disclose any materials relating to this Agreement or any relevant matters: Any legal provisions within the jurisdiction。 or (8) Agree to take any of the above actions.ARTICLE 5 REPRESENTAIONS AND WARRANTIES OF THE TRANSFEREER The Transferee is fully petent for purchasing the equity in its own name. The Transferee has fulfilled necessary internal approval and authorization prior to execution hereof. The Transferee guarantees to perform the obligations as stipulated herein. ARTICLE 6 CONFIDENTIALITY Without prior written consent of the Transferee, the Transferor may not make any notice or announcement concerning the Transferee39。(6) Take any action which may involve substantial obligation or may lead to substantial change of the Company nature, structure or business scope (except that of general and usual business)。(4)Declare, make or pay any dividends or other distribution to the shareholders。(5) The Company shall adopt all reasonable measures to maintain and protect its Assets, retain clients and maintain its relationship with the clients. Limit on the TransferorDuring the period as of the execution hereof until the pletion of the transfer hereunder, in terms of all major matters concerning operation of the Company, the Transferor shall fully cooperate with the Transferee, and ensure the Company shall not conduct any of the following actions without the written consent of the Transferee:(1) Borrow additional loans or incur any other liabilities (except for normal mercial credits in the process of general and usual business)。(3) The board of directors shall vote for this Agreement, transfer hereunder and agreement on amendment to the joint venture articles of association。s equity and all information which, in the view of the Target Company, may have major affect to the Transferee in deciding purchasing the equity. No false statement or omission of any major facts or misleading statements are made in this Agreement, other statements, certificates or documents provided to the Transferee. Affiliates Except for all affiliates or external investment which has been disclosed to the Transferee, the Company currently, directly or indirectly, owns or controls no interests in any other pany, partnership, trust, joint venture, limited liability pany, association or mercial entity. The pany is a participant to no joint venture, partnership or similar arrangement. Compensation responsibility The Transferor hereby confirms that in the event the Transferee and/or the Target Company suffers from any losses arising from legal responsibilities incurred by the Target Company before the Closing Date (except for those disclosed herein and specified in the transaction account of the Company), the Transferor must be liable for full guarantee or pensation to the Transferee or the Target Company. For the avoidance of doubt, the Transferor hereby unconditionally and irrevocably undertakes to the Target Company and the Transferee that the Transferor shall pensate the Target Company and the Transferee for all legal responsibilities and liabilities incurred by the Target Company before the Closing Date (except for those disclosed herein and specified in the transaction account of the Company), so as to guarantee the Target Company and the Transferee suffer from no losses. If the Transferor fails to fulfill the above responsibilities of pensation and warranties at any time required by the Transferee and/or the Target Company, the Transferor hereby undertakes and promises that the Transferee and the Target Company have the right to pensate the losses of the Transferee and the Target Company with any interests of the Transferor in the Target Company (including profits and dividends), to which the Transferor may not have and objection. The Transferor hereby unco