11.4 Upon occurrence of an event of force majeure， the parties shall determine by consultation how to perform this Agreement based on the effect of the force majeure， including terminating this Agreement， waiving partial obligations of one party or both parties under this Agreement or extending the term of this Agreement. The termination of this Agreement due to any event of force majeure shall be effective only if approved by both parties in writing.
12. DISPUTE RESOLUTION
Each party irrevocably (i) agrees that any dispute or controversy arising out of relating to， or concerning any interpretation， construction， performance or breach of this Agreement， shall be settled by arbitration to be held in Hong Kong by the Hong Kong International Arbitration Center in accordance with the UNCITRAL Arbitration Rules (the“UNCITRAL Rules”) then in effect and (ii) waives， to the fullest extent it may effectively do so， any objection which it may now or hereafter have to the laying of venue of any such arbitration. The decision of the arbitrator shall be final， conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrators decision in any court having jurisdiction. The parties to the arbitration shall separately pay for an equal share of the costs and expenses of such arbitration， and each party shall separately pay for its respective counsel fees and expenses； provided， however， that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorneys fees.
13. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the Laws of the State of New York， the USA， without regard to the conflicts of laws principles thereof.
14. SUCCESSORS AND ASSIGNS
Except as otherwise provided herein， the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto whose rights or obligations hereunder are affected by such terms and conditions. This Agreement and the rights and obligations hereunder shall not be assigned without the mutual written consent of the parties hereto. Notwithstanding the foregoing， the Purchaser shall be permitted to assign its rights and obligations hereunder to its affiliate，_________， without the prior written consent of the Company， provided that_________agrees in writing to be bound by the terms of this Agreement applicable to the Purchaser， including， but not limited to， the representations and warranties in Article 4 hereto. Nothing in this Agreement， express or implied， is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights， remedies， obligations， or liabilities under or by reason of this Agreement， except as expressly provided in this Agreement.
15. REGISTRATION OF THE PURCHASED SHARES
In the event the Purchased Shares do not otherwise become eligible for resale without registration on the six-month anniversary of the Closing pursuant to Rule 144 (d) (1)， the Company hereby agrees， as promptly as practicable thereafter， to undertake to use its commercially reasonable efforts to register the Purchased Shares for resale under the Securities Act.
16. MISCELLANEOUS
16.1 Entire Agreement
This Agreement and the documents referred to herein contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings， oral or written， with respect to such matters， which the parties acknowledge have been merged into such documents.
16.2 Severability
If one or more provisions of this Agreement are held to be unenforceable under applicable Law， such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
16.3 No Waiver
Failure to insist upon strict compliance with any of the terms， covenants， or conditions hereof will not be deemed a waiver of such term， covenant， or condition， nor will any waiver or relinquishment of， or failure to insist upon strict compliance with， any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right， power or remedy at any other time or times.
16.4 No Presumption
The parties acknowledge that any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived. If any claim is made by a party relating to any conflict， omission or ambiguity in the provisions of this Agreement， no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any party or its counsel.
16.5 Amendment
No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Purchaser.
16.6 Counterparts
This Agreement may be executed in any number of counterparts， each of which shall be deemed an original， but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.
16.7 Language
This Agreement is in the English language only. Any translation of this Agreement into Chinese or any other language is for convenience purposes only and shall not affect the meaning or interpretation hereof.
IN WITNESS WHEREOF， the parties hereto have caused these presents to be executed the day and year first written above.
Signed by：
For and on behalf of
Signed by：
For and on behalf of
注释：
1. duly 意思是“及时，按时”，在合同中也表示“正式地”、“恰当地”的意思。如：Adoption papers were duly filed in May 1974. 有关收养的文件在1974年5月就已正式归档。
