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1.本合同用英文和中文两种文字写成，一式四份。双方执英文本和中文本各一式两份，两种文字具有同等效力。

The contract is made out in English and Chinese languages in quadruplicate,_____________________________________________________________________

2.本合同有效期从合同生效之日算起共十年，有效期满后，本合同自动失效。

The contract shall be valid for 10 years from the effective date of the contract,on the expiry of the validity term of contract,_____________________________________________________________________________________________

3.本合同期限届满时，双方发生的未了债权和债务不受合同期满的影响，债务人应向债权人继续偿付未了的债务。

The outstanding(未了的)claims and liabilities(债权和债务)existing between both parties on the expiry of the validity of the contract_____________________.The debtor shall be kept liable until the debtor fully pays up his debts to the creditor.

4.合同当事人因不可抗力事件不能履行合同的全部或部分义务的，免除其全部或部分责任。

If any contract party_________________________________，it shall be relieved all of or part of its obligations.

5.若通过友好协商不能达成协议，则提交中国国际贸易促进委员会对外贸易仲裁委员会，根据该会仲裁程序暂行规定进行仲裁。

__________________________________________________________________，the case in dispute shall then be submitted to the Foreign Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure.

6.如卖方延迟交货超过合同规定的十周，买方有权取消合同。此时卖方仍应按时按上述规定向买方支付罚款。

In case the Seller fails to make delivery ten weeks later than the time of shipment stipulated in the Contract,the Buyer shall________________________________,and the Seller,in spite of the cancellation,shall nevertheless pay the aforesaid penalty to the Buyer without delay.

7.合同双方首先应通过友好协商，解决因合同而发生的或与合同有关的争议。

The parties hereto shall,first of all,____________________________through amicable negotiations.

8.如果产品存在质量问题，买家有权在货物到达目的港后30天内要求索赔。

In case of quality discrepancy,_________________________________30 days after the arrival of the goods at port of destination.

9.无论是在工程进行过程中，还是在工程完成以后，也无论是在放弃合同或其他中止合同之前或者之后，如果业主与承包商之间出现任何与合同或工程执行有关的或因合同或工程执行而引发的争端，包括任何一方对工程师的任何行动、不行动、意见、批示、决定、证明或评价所产生的差异，那么该争端应首先提交争端审核委员会。

If whether during the execution of the works or after the completion and whether before or after the repudiation or other termination of the contract,between the Employer and the Contractor arises any dispute in connection with or arising out of the contract or the execution of the works,_____________________________________________________________________________________________,the matter shall in the first place,be referred to the Disputes Review Board.

10.本合同由双方代表于2010年12月9日签订。合同签订后，由各方分别向本国政府当局申请批准，以最后一方的批准日期为本合同的生效日期，双方应力争在60天内获得批准，用电传通知对方，并用信件确认。若本合同自签字之日起，六个月仍不能生效，双方有权解除本合同。

This contract is signed by the authorized representatives of both parties on Dec.9th,2010._____________________________________________________________________________________________.Both parties shall exert their utmost efforts to obtain the ratification within 60 days and shall advise the other party by telex and thereafter send a registered letter for confirmation.

1.LAW OF THE PEOPLE’S REPUBLIC OF CHINA ON ECONOMIC CONTRACTS INVOLVING FOREIGN INTERESTS CONCLUSION OF CONTRACTS

Article 1.A contract shall take form as soon as the parties to it have reached agreement in writing on the terms and attached their signatures.If agreement is reached by means of letter,telegrams,or telex and one party requests a signed letter of confirmation,the contract shall take form only after the letter of confirmation is signed.Contracts subject to approval by the state,as provided for by the laws of administrative regulations of the People’s Republic of China,shall take form only after such approval is granted.

Article 2.The annexes to contracts are component parts of these contracts.

Article 3.Contracts that violate the law or the public interest of the People’s Republic of China shall be void.If any terms in a contract violate the law or the public interest of the People’s Republic of China,the validity of the contract shall not be affected if such terms are cancelled or modified by the parties through consultation.

Article 4.Contracts concluded by means of fraud or duress shall be void.

Article 5.A party responsible for the invalidity of a contract shall be liable for losses suffered by the other party as a result of the contract’s invalidity.

Article 6.A contract shall,in general,contain the following terms:

(1)The corporate or personal names of the contracting parties,their nationalities and their principle places of business or domicile.

(2)The date and place of the signing of the contract.

(3)The type of contract and the nature and scope of its objective.

(4)The technical conditions,quality,standards,specifications and quantity pertaining to the contract’s objective.

(5)The time limit,place and method of performance.

(6)The price,amount and method of payment,and various incidental charges.

(7)If the contract is assignable to another party,and the conditions for its assignment.

(8)Liability to pay compensation and other liabilities for breach of contract.

(9)Methods for settling contract disputes.

(10)The language in which the contract is to be written and its validity.

Article 7.So far as my be required,a contract shall provide for the limits of the risk to be borne by the parties in performing the objective;if necessary,it shall provide for insurance coverage.

Article 8.Where a contact needs to be in effect over a long period,the parties shall set a limit of validity for the contract and may also stipulate conditions for its extension or termination before its expiry.

Article 9.In the contract the parties may agree to provide a guaranty.The guarantor shall be liable within the agreed scope of guaranty.

2.PERFORMANCE OF CONTRACTS AND LIABILITY FOR BREACH OF CONTRACT

Article 1.A contract shall be legally binding as soon as it is formulated in accordance with the law.The parties shall perform the obligations stipulated in the contract.No party shall unilaterally modify or rescind the contract.

Article 2.A party may temporarily suspend its performance of the contract if it has conclusive evidence that the other party is unable to perform its part.However,it shall immediately inform the other party of such suspension and resume performance if and when the other party provides a sure guarantee of performance.If a party suspends performance of a contract without conclusive evidence of the other party’s inability to perform，it shall be liable for breach of contract.

Article 3.If a party fails to perform the contract or its performance of the contractual obligations does not conform to the agreed terms,constituting a breach of contract,the other party is entitled to claim damages or demand other reasonable remedial measures.If the losses suffered by the other party can not be completely made up after adoption of such remedial measures,the other party shall still have the right t claim damages.

Article 4.The liability of a party to pay compensation for breach of a contact shall be equal to the loss suffered by the other party as a consequence of the breach.However,such compensation may not exceed the loss that the party responsible for the breach ought to have foreseen at the time of the conclusion of the contract as a possible consequence of a breach of contract.

Article 5.The parties may agree in a contract that if one party breaches the contract,it shall pay a certain amount of damages to the other party;they may also agree upon a method for calculating the damages resulting from such a breach.The damages stipulated in the contract shall be regarded as compensation for losses resulting from breach of contract.However,if the contractually agreed breach of contract damages is far more or far less than is necessary to compensate for losses resulting from the breach,the party concerned may request an arbitration body or a court to reduce or increase them appropriately.

Article 6.If both parties breach the contract,each shall be commensurately liable for the breach of contract that is its responsibility.

Article 7.A party suffering losses resulting from a breach of contract by the other party shall promptly take appropriate measures to prevent the losses from increasing.If the losses are aggravated as a result of its failure to adopt appropriate measures,it shall not be entitled to claim compensation for the aggravated part of the losses.

Article 8.If a party fails to pay on time any amount stipulated as payable amount related to the contract,the other party is entitled to interest on the amount in arrears.The method for calculating the interest may be specified in the contract.

Article 9.If a party is prevented from performing all or part of its obligation owing to force majeure,it shall be relieved of all or part of its obligations.

If a party cannot perform its obligations within the contractually agreed time limit owing to force majeure,it shall be relieved of the liability for delayed performance during the aftereffect of the event.

Force majeure means an event that the parties could not have foreseen at the time of conclusion of the contract,both parties being unable to either avoid or overcome its occurrence and consequences.

The scope of force majeure may be specified in the contract.

Article 10.The party that fails to perform wholly or in part its contractual obligations owing to force majeure shall promptly inform the other party so as to mitigate possible losses inflicted on the other party and shall also provide a certificate issued by the relevant agency within a reasonable period of time.