10.00 Adoption of Amendments; Limitations Thereon.
对修订的采纳；对修订的限制： (a) Except as provided in paragraph 10.00(b), this Agreement is subject to amendment only with the Consent of the General Partner and a majority in Interest of the Limited Partners; provided, however, that no amendment to this Agreement may:
(i) convert a Limited Partner′s Interest into a General Partner′s Interest or modify the limited liability of a Limited Partner without the Consent of one-hundred percent (100%) in Interest of the Limited Partners;
(ii) amend any provisions hereof which require the Consent, action or approval of a majority or a specified percentage in Interest of the Limited Partners or Partners without the Consent of such majority or specified percentage in Interest of such Limited Partners or Partners; or
(iii) amend this paragraph 10.00(a) without the Consent of all of the Partners.
(b) Notwithstanding the provisions of paragraph 10.00(a), this Agreement may be amended from time to time by the General Partner without the Consent of any of the Limited Partners (i) to add to the representations, duties or obligations of the General Partner, (ii) to change the name of the Partnership, (iii) to admit one or more additional Limited Partners or Substituted Limited Partners, or withdraw one or more Limited Partners, in accordance with the terms of this Agreement, (iv) to amend Schedule A to provide any necessary information regarding any Partner, any additional or successor General Partner or any additional or Substituted Limited Partner, (v) to make such immaterial changes (including in connection with the admission of an additional Limited Partner) as are not, in the reasonable opinion of the General Partner, adverse to the Limited Partners, (vi) to make amendments, which may include reorganizing or reconstituting the Partnership or forming feeder or parallel vehicles or other structures to address changes in regulatory or tax legislation; provided that, if such changes materially and adversely affect the economic rights and obligations of a Limited Partner or have a disproportionate adverse effect on a Limited Partner as compared to the other Limited Partners, such Limited Partner′s Consent shall be obtained, or (vii) to create consolidated and/or conformed copies of this Agreement reflecting any amendments or supplements to this Agreement made in accordance with paragraph 10.00(a) or 10.00(b).
11.00 Method of Giving Consent.
给予同意的方式。 Any Consent required by this Agreement may be given as follows:
(a) by a written Consent given by the Partner or Limited Partner whose Consent is solicited and obtained (the “Consenting Partner”) at or prior to (or in the case of ratification, after) the doing of the act or thing for which the Consent is solicited;
(b) by the affirmative vote by the Consenting Partner to the doing of the act or thing for which the Consent is solicited at any meeting called and held to consider the doing of such act or thing, provided that a majority in Interest of the Limited Partners shall have the right to call a meeting at any time and for any reason and all expenses incurred by the Partnership in connection with such meeting shall be exclusively allocated to the Limited Partners that called such meeting, pro rata in accordance with their respective Proportionate Interests, and each such Limited Partner shall pay or reimburse the Partnership or the General Partner such Limited Partner′s proportionate share of such expenses; or
(c) if the General Partner solicits the Consent of a Limited Partner and the Limited Partner fails to respond within twenty (20) Business Days, the General Partner shall have the right to deem such lack of Consent as an affirmative Consent.
RECORDS AND ACCOUNTING; REPORTS; FISCAL AFFAIRS
12.00 Records and Accounting.
记录与会计。 (a) The General Partner shall keep true and correct books of account with respect to the operation of the Partnership.
（a）普通合伙人应保持所有与合伙公司运营相关的会计账簿的真实性与准确性。 The books and records of the Partnership shall, subject to such reasonable conditions regarding available business time, confidentiality and privacy as the General Partner may determine, be open to the examination of the Partners or their duly authorized representatives for a proper purpose related to their status as Limited Partners during reasonable business hours and at the sole cost and expense of the examining Partner following a written request to examine the books and records of the Partnership stating the purpose of such examination.
根据与普通合伙人可确定的可用业务时间、机密和隐私相关之合理条件的规定，合伙公司的账簿与记录应公开，以便合伙人或经其正式授权的代表进行检查，该检查是在发出检查合伙公司账簿和记录的书面要求（阐明此等检查目的）后，以与有限合伙人在合理业务时间内的状态相关之合理目的为由进行的，并且所有成本和费用由检查合伙人承担。Limited Partners shall not be permitted to make any copies of the books or records of the Partnership during such examination.
此等检查期内，有限合伙人不得制作任何合伙公司账簿和记录的副本。No Limited Partner shall be entitled to a listing of, or other information regarding, the other Limited artners.
(b) The accounting and taxable year of the Partnership shall be its Fiscal Year.
12.00 Annual Reports.
年度报告。 The General Partner will use reasonable best efforts to deliver within one-hundred and twenty (120) calendar days after the end of each Fiscal Year or as soon thereafter as reasonably possible, to each Person who was a Partner at any time during such Fiscal Year, an annual report containing the following financial statements of the Partnership, including, without limitation, a balance sheet as of the end of such Fiscal Year and statements of income, Partners′ equity and cash flows for such Fiscal Year, which shall be prepared in accordance with U.S. generally accepted accounting principles consistently applied and shall be audited by any one of PricewaterhouseCoopers LLP, Deloitte Touche Tohmatsu, KPMG, or Ernst & Young LLP, or any other internationally recognized accounting firm, chosen by the General Partner as of the end of such Fiscal Year.
12.00 Tax Matters.
税务。 (a) The General Partner will deliver to each Limited Partner and, to the extent necessary, to each former Limited Partner within one-hundred and fifty (150) calendar days after the end of each Fiscal Year or as soon thereafter as is reasonably possible, such tax information as is necessary for such Limited Partner to prepare and file applicable income tax returns and any other reporting or filing requirements.
(b) Each Partner agrees that it will cooperate with the General Partner in making any filings, applications or elections necessary to obtain any available exemption from, reduction in the rate of, or refund of, any material withholding or other taxes imposed by any taxing authority (whether sovereign or local) with respect to amounts distributable to the Partners pursuant to this Agreement to the extent the General Partner determines that such cooperation is necessary or desirable.
为了在纳税机关（国家当局或地方当局）对本协议项下合伙人的可分配收入征收的任何重要代扣税或其他税款上获取任何有效免税、减税或退税而需提出任何申请、请求或做出选择时，所有合伙人均同意与普通合伙人合作，而普通合伙人可自行确定此等合作的必要性或合宜性。For purposes of determining amounts to be distributed pursuant to paragraph 4.00, any refunds of such taxes received by the Partnership or a Limited Partner shall be treated as additional Proceeds, unless such amounts were already treated as having been distributed to such Limited Partner.
以根据第4.00款的规定确定分配金额为由，合伙公司或有限合伙人所获之此等退税应被视为额外收益（除非此金额已被视为已分配给此等有限合伙人）。In the event that a Limited Partner makes a request for a refund of taxes previously paid by such Limited Partner, a copy of the request shall be sent by the Limited Partner to the General Partner.
(c) Each Limited Partner shall enter into or comply with any applicable certification, documentation, information or other reporting requirement or agreement if entering into or complying with such requirement or agreement is required by statute or regulation or other applicable law or guidance (including, without limitation, sections 1471 through 1474 of the Code) as a precondition to relief or exemption from any withholding taxes, assessments or other governmental charges imposed by any taxing authorities with respect to amounts received by, or income or distributions from, the Partnership (any Partner that does not do so, a “Recalcitrant Partner”), unless such Partner is not legally able to do so.
如果法令法规或其他适用法律或指南（包括但不限于《法典》）第1471至1474条的规定要求签署或遵循此要求或协议，所有有限合伙人应签署或遵循任何适用证书、文件、信息或其他报告要求或协议，前提是，减少或豁免任何纳税机关对自合伙公司（任何不进行此作为的合伙人，“反对合伙人”）处所得金额、或收入或分配所纳的任何代扣所得税、税捐或其他政府收费，除非此等合伙人不能合法进行此作为。In addition, each Limited Partner shall take reasonable measures to change the financial institution through which it receives payments of distributions from the Partnership if relief or exemption from withholding taxes can be obtained by such change.
此外，所有有限合伙人应采取合理措施，更改其自合伙公司处接收分配款项的财务机构，如果此等更改能实现代扣所得税的减少或豁免。To the extent reasonably necessary to protect the Partnership from (or otherwise minimize) material adverse consequences that may result from one or more Partners being Recalcitrant Partners, the General Partner may require a Recalcitrant Partner to withdraw from the Partnership.
(d) The General Partner confirms that, in circumstances where such legislation applies to it, it intends to use commercially reasonable efforts to cause the Partnership to comply with FATCA to the extent the General Partner reasonably determines that compliance is in the best interests of the Partnership and the Partners (taking into account the relative cost of compliance and the aggregate costs of taxes imposed under FATCA) in order to minimize the risk of the Partnership being subject to any United States federal withholding tax pursuant to FATCA; provided that any such withholding will not relieve a Limited Partner of any of its obligations under this Agreement.
(e) In the event the Partnership shall be the subject of an income tax audit by any foreign, federal, state or local authority, to the extent the Partnership is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the General Partner shall be authorized to act for, and its decision shall be final and binding upon, the Partnership and each Partner.
如果合伙公司受任何国外、联邦、州或地区机关所得税审计的约束，合伙公司被视为一个实体以进行此等审计，包括行政处理与司法审查，普通合伙人应有权代理合伙公司与合伙人，并且其决定应为最终结果并具有法律效力。All expenses incurred in connection with any such audit, investigation, settlement or review shall be borne by the Partnership.
12.00 Tax Elections and Agreements.
税务选择与协议。 The General Partner may, in its sole discretion, make, or refrain from making, any income or other tax elections for the Partnership, and enter into agreements with appropriate authorities under the tax laws of the United States, or other relevant domestic or non-U.S. jurisdictions, that it deems necessary or advisable.
通知。 (a) Any notice to any Partner shall be delivered or sent to the address of such Partner set forth in Schedule A or such other address of which such Partner shall advise the General Partner in writing.
（a）给任何合伙人的任何通知应按附件A中所规定的此等合伙人之地址或按此等合伙人以书面形式通知普通合伙人的其他地址交付或发送。Any notice to the Partnership or the General Partner shall be delivered or sent to the principal office of the Partnership as set forth in Schedule A or such other address of which the General Partner shall advise the Limited Partners in writing.
(b) The Partnership and the General Partner agree that any notice to be delivered to a Limited Partner in connection with its investment in the Partnership that requires or solicits a response or action by such Limited Partner shall be deemed to have been duly and sufficiently given only if (i) delivered either personally by hand or by an international courier service providing delivery service in the jurisdiction of such Limited Partner to the address set forth in Schedule A of the Partnership Agreement or (ii) delivered by e-mail to the address or addresses provided to the General Partner by such Limited Partner in its Subscription Agreement.
合伙公司和普通合伙人同意：任何交付给有限合伙人的、需要有限合伙人之反馈或行动的或有关合伙公司投资情况的通知，仅在以下情况下才可被视为正式发出：（i）由个人亲手或提供送货服务的国际快递按本合伙协议中附件A所规定的地址交付（ii）通过邮件交付至此等有限合伙人在其认购协议中向普通合伙人提供的地址。Delivery shall be deemed effective only if (1) completed by 1:30 p.m. on a day in which banks are open for business in the jurisdiction such Limited Partner resides (a “Limited Partner Business Day”) or on the following Limited Partner Business Day if completed later and (2), in the case of (ii) above, all e-mail addresses of the contacts provided to the General Partner by such Limited Partner for purposes of this paragraph 13.00 are copied and a “failed delivery” message is not received by the sender from the primary e-mail address.
(c) Sections 8 and 19(3) of the Electronic Transactions Law (2000 Revision) of the Cayman Islands, as may be amended from time to time, shall not apply.
13.00 GOVERNING LAW; SEVERABILITY OF PROVISIONS.
管辖法；条款可分割性。 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE CAYMAN ISLANDS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
本协议应受开曼群岛法律管辖，并依据开曼群岛法律进行解释，无须考虑法律冲突原则。IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.
13.00 Dispute Resolution.
争议解决： (a)Any disputes, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.
由本协议引起或与本协议有关的（包括本协议的存在性、有效性、解释、履行、违约或终止）任何争议、争端、异议或索赔，或由本协议引起或与本协议有关的涉及非合同性义务的争议，均应提交香港国际仲裁中心（“HKIAC”），根据提交仲裁通知时有效的HKIAC机构仲裁规则通过仲裁予以最终解决。The seat arbitration shall be Hong Kong.
仲裁地点应为香港，The number of arbitrators shall be three.
仲裁员应为三名，The arbitration proceedings shall be conducted in English.
仲裁程序应采用英语。Any party may seek interim injunctive relief, provisional rulings or other interim relief from a court of competent jurisdiction, both before and after the arbitrators have been appointed, at any time up until the arbitrators have made their final award.
在任命仲裁员之前或之后，直至仲裁员作出最终裁决之时，任何一方均可向具有管辖权的法院寻求临时禁令性救济、临时裁决或其他救济。The rights and obligations of the parties to submit disputes to arbitration pursuant to this paragraph 13.00 shall survive the termination of this Agreement, the completion of any Investment, and the matters and arrangements referred to or contemplated in this Agreement.The Limited Partners expressly waive their rights to a jury trial with regard to all matters for which arbitration is required.
根据本第13.00款，各方提交争议进行仲裁的权利与义务应不受本协议终止、任何投资完成、及本协议中所提及或规定的事项与安排的影响，继续有效。有限合伙人明确放弃由陪审团审判仲裁所需所有事项的权利。To the maximum extent permitted by applicable law, in any dispute relating to the obligation of a party to make indemnification payments, the burden of proof shall be upon the party seeking to avoid making such payments.
在适用法律允许的最大范围内，对于与一方进行赔偿支付的义务相关的任何争议，应由寻求避免作出此等支付的一方负责提供相关证据。The arbitration proceedings, to the maximum extent reasonably practicable, shall be conducted in a manner that preserves the confidentiality of the Partnership′s confidential information and otherwise minimizes disruption to the operations of the Partnership.
在满足最大可行度的情况下，仲裁程序应在保护合伙公司机密信息的机密性或最大程度减少对合伙公司运营中断的情况下进行。Notwithstanding any provision of this Agreement to the contrary, the General Partner is hereby authorized to acknowledge and agree to, on behalf of the Partnership and the Partners in respect of matters arising out of or otherwise relating to this Agreement, the sovereign immunity of a Limited Partner that is a sovereign government or governmental entity.
(b) Except as otherwise agreed in writing by the General Partner and/or the Partnership with a Limited Partner, the parties irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the arbitration venue in Hong Kong and any claim that any such action or proceeding brought in Hong Kong has been brought in any inconvenient forum.
(c) The prevailing party or parties in any arbitration, mediation, court action, or other adjudicative proceeding arising out of or relating to this Agreement shall be reimbursed by the party or parties who do not prevail for the prevailing party or parties′ reasonable attorneys, accountants and experts fees and related expenses (including reasonable charges for in-house legal counsel and related personnel) and for the costs of such proceeding.
败诉方或败诉各方应向胜诉方或任何仲裁、调解、法院诉讼或其他因本协议所引起或与本协议相关的判决诉讼中的各方赔偿合理的律师费、会计师与专家费、相关费用（包括内部法律顾问和相关人员的合理收费）及该诉讼的所有成本。If different parties prevail on different issues, the rule set forth in the preceding sentence shall be adjusted, as closely as reasonably possible, to give equitable effect to the underlying intent that a party prevailing on a particular issue shall recover costs for advancing its position on that issue.
如果不同各方在不同事项上胜诉，应尽快对前述语句中所规定规则进行调整，给予在特定事项中胜诉的一方应收回其为胜诉所花费的费用这一潜在意图以同等效力。If two or more parties are deemed liable for a specific amount payable or reimbursable under this paragraph 13.00(c), such parties shall be jointly and severally liable therefor.
如果根据本第13.00（c）款，双方或多方被认为应负责特定的可支付或可赔偿金额，各方则应承担连带责任。The Partners acknowledge and declare that the rules set forth in this paragraph 13.00 (including the “loser pays” approach set forth in this paragraph 13.00(c)) are intended, without limitation, to reduce the overall costs and likelihood of litigation and hereby direct any applicable arbitrator, mediator, court or other adjudicative tribunal or forum to give maximum effect to such rules under applicable law