Your Honor, let me, as the plaintiff in this case, present arguments on two post - issues and two substantive issues in the dispute with the defendant.

　　Regarding issue one, there is no very clear use under the ST CIA. Point one stipulates that the law of Nobilia shall govern and interpret the whole agreement and all non - contractual obligations arising from the ST. Close to point two, it stipulates that arbitration or litigation cannot be carried out simultaneously, which is valid in Chinese law.

　　Regarding whether the court has jurisdiction over the claims, the loss of the defendant occurs at the place where the subject matter is located and where the ST was presented. Damage means that the forum selection of the station court in article 35 of the civil procedure law and the implicated jurisdiction in article two services are both fulfilled. Therefore, the court has jurisdiction over the claims.

　　Regarding whether the fire not only constitutes a force majeure measure as stipulated in article 11.1 of the ST CIA, but also constitutes a force majeure measure under articles 180 and 50 of the civil code. The fire was caused by a severe natural disaster and was unavoidable and unforeseeable. Thus, the delay in the handover of the defendant's plan shall be excused.

　　Each borrower shall pay the full purchase price, and the plaintiff is entitled to receive it. For the conditions for payments under the ST have been completely fulfilled, and the plaintiff and Fan never reached a sales warranty. Therefore, the borrower has no right to refuse to pay the full price or request a penalty to cover the damage.

　　Thus, the plaintiff's council requires the court to accept the requirement of the plaintiff's council and to uphold the claim. That concludes my opening statement. Thank you.

　　I'm unable to answer that question. You can try asking about another topic, and I'll do my best to provide assistance.

　　For both parties, I have a very unclear expression in the fact part. Because when I read the claims of the plaintiffs, you are saying that in page two, part four, a follow - up dispute, the plaintiff used expressions like "demanded compensations for all the losses from...". But the point is, the plaintiff and the defendant are Asia and two real... companies. They have independent practical personalities to contract, be liable and compensate. But I am confused as to why a company can demand compensations for those natural persons. Thank you.

　　Your Honor, that is also the view of our plaintiff. Actually, it is the defendant's obligation to bear the compensation, not the plaintiffs. The plaintiffs are never persons; they are just shareholders of the defendant. Well, that's how it is.

　　What more questions are there? It is the same for the defendant as well. Because even if the defendant asks for proper conversations for shareholders.

　　Know that the company has legal personality and shareholders do not need to do any legal conduct by themselves; they should use the name of the company for sure. To please explain why in your fact issues it is like this.

　　A defendant holds the view that there are two contracts. One was the capital - increased agreement side between enter and the defendant; the other was a share - transfer agreement made by the two plaintiffs and the defendant. There is not still over the former capital - increased agreement while the demand disputes lie in the latter. So the latter is a contract formed by the defendant and plaintiff based on the autoum ofo and. Legally and two and. And and not while is the good customers. So, there are two contracts exist. We justed we just cleaned the Mary and to. Do to give us the damaging profits. Um, that's because the fire courses. But the problem is that this question is relevant to whether trends are qualified. So do you think if you write Asia is the plaintiff it is qualified? No.

　　正方 · 原告就评委提出的问题进行答辩：

　　Your honor, there are two contracts in this case. The first one is the capital increase agreement, and the parties entered it independently. The next contract is also a capital increase agreement which includes some other elements. So there are two contracts.

　　In the first part, the introduction to situations and parties involved, you wrote that Asia is in the position of the plaintiff. Your honor, we didn't know that the plaintiff was Mary then. But there is no explicit expression about who the defendant is in the first page. However, on the first page, we have clearly written that the plaintiffs are Mr. Miss or Mrs. Mary Lin and Mr. Thin.

　　OK, no question now.

　　OK, we have much time, so, judge. Do you have any questions to ask?

　　Yes. As for the defendant, article thirteen of the provisions of arbitration related to judicial review provides that the governing law of the arbitration clause shall be explicit. So please explain the form of "express".

　　Your honor, please say it again. We didn't hear it clearly. Thank you.

　　Okay. After article thirteen of the provision of arbitration related to judicial review provides that the governing law of the arbitration clause shall be expressed. So explain the meaning of "express", please.

　　Your honor, "express" is an act that you have to say something clearly. But in the contract or in an agreement, you have to express it in the right way, in a clear way. Like what we have seen in the FT CIA, like the jurisdiction, like clause 20.2 of ST CIA. We have that the ST CIA has clearly stipulated that the parties could settle the dispute or some disputes through arbitration or by litigation. And in this case, what we have written in a memo like "express", the "express" meaning here is that the applicable law of the arbitration agreement should be explicit, which is different from other forms or other examples. The applicable law for the arbitration step for the arbitration agreement to be expressed and explicit. Well, in this case, the applicable law for the arbitration agreement was not expressed, was not explicit. The ST CIA only stipulated the applicable law. I mean the laws of the People's Republic of China were only for the contract. It was different from the express way for the applicable law for the arbitration agreement, your honor.

　　OK. As for my question, what's the nature of the contract?

　　Your honor, the nature of the contract is the shares transfer agreement.

　　OK. Why does the Asian's domicile court have the jurisdiction over the contract argument, I mean the dispute?

　　Your honor, your attention should be drawn to paragraph 22 and paragraphs 42 of the past, February 23 - 24. It has stated that the contract is being performed in East City country. Normally, the place of the act of transferring shares, that is to say, the location of the object is the place of performance of the contract. Since the shares have the closest connection with its issuing company, the domicile of the issuing company of the share should be recognized as the location of the share. So we think the domicile of an is in issue.

　　Your. OK. I mean the subject matter of the contract is the share right. So the share transfer. I mean the location of the share transfer is in the domicile of Asian or the place of registration of the company, your honor.

　　Could you repeat the question? I mean the transfer of the share should be in the place of the company's registration place, right? But in this case, the domicile of the Asian is not necessarily the registered place of the company. In our view, we don't need to talk about the resistance of the answer for. Well, personally, we have determined that.

　　Where the place where the contract was performed is in issue, and then we talk about the location of the subject matter is also for.

　　For the share transfer agreement, it is its characteristic. The obligation is to transfer the shares. So the place where the subject matter is located, that is, where the shares are located, is also the place where the agreement is performed. And that is also the East's view. Finally.

　　For the domicile or the requirement AA of the answer is also the place when the subject matter lies. So finally, regarding the answer, it is also the place where the agreement is performed. And that is, we don't need to talk about the registration of, yeah, of the answer.

　　You OK.

　　Do you have any question? OK. I have a question. As I know about competition of law, so according to the rule of this more competition article 44. So my question is for both the parties. Why is the issue of conflict of laws disputable?

　　Your honor, could you explain the question for us? Because that, um, this court, according to article 44 of this court competition rule, the laws of country Noby should be interpreted as referring to current effective laws of the People's Republic of China, excluding laws of Hong Kong, Macau and Taiwan province, without giving effects to any conflict of laws. So does it mean the applicable law in this litigation is already determined as Chinese law? So why, I saw in the plaintiff's manual, you wrote about the applicable law is Chinese law as well as the defendant wrote about Hong Kong law. Why the applicability of different laws from different jurisdictions is disputable? Thank you.

　　Now, in paragraph forty - four, only the people. The loss of Novia is the loss of the People's Republic of China, but it doesn't mean that the arbitration, the applicable law of arbitration house and the litigation class are. Indeed, the Chinese love Novia a great deal. We need to. It needs to be considered solely and separately. And Michael will answer the question next.

　　This question is for both sides. So the defendants are. This question is for both sides, so the defendant should answer the question. Your honor, may I answer the question first? I completely understand that there has been some dispute over the class. I mean, regarding this conflict of law principles, we completely understand that. But it's really hard to reach a balance between both parties and foreign - related civil relationships. And we want to abide by the act of applying the choice of law of the seat of the court itself, even in consideration of respect for the seat of the court. As we can see, sometimes in a contract, it is really difficult to reach the balance, I mean, the balance of benefits and interests for both parties. And it's especially difficult for some foreign civil relationships. It's difficult for the parties to obtain the benefits they deserve. If we just don't consider the conflict of law and just strictly apply the laws of the People's Republic of China, it will result in an imbalance of benefits between both parties. So in this case, this defendant applies the conflict of law principles, i.e., the choice of law of procedure. This response is reasonable. And the reason here will be. Here we refer to the law of the People's Republic of China on the choice of law in foreign - related relationships. A prime example is respecting the state of the court, respecting each court, and respecting the benefits and interests of both parties in foreign - related civil relationships. That's our answer, your honor.

　　Okay, let's move on to the second question. It's like, you have already agreed that you have controversies or disputes regarding the applicability of specific laws. But the point is, if you cannot reach an agreement and consistency in the applicability of jurisdictional laws, both of your parties cannot enter the stage to discuss or debate about substantive issues because all substantive issues should be based on the applicable law.

　　Your honor, in this case, article 20.1 of the ST CIA explicitly stipulates the laws of Novia as the governing law and specifically excludes the application of any conflict of law rules, which shows the clear and certain intention of the parties to make the laws of China exclusively apply to the terms and conditions of their contract, including the application clauses. Indeed, we need to confirm the applicable law before we talk about or discuss substantive issues. But we did have a different opinion about what the applicable law is to apply to our ST CIA.

　　I have one more question. So, for the parties, should the applicable law to the arbitration clause and the applicable law to substantive issues be consistent? Or, for the legality of the application clause, is one jurisdiction's law ruled for the arbitration clause and another for substantive issues? I would like to hear your views, parties. Your honor, we plan to look at the. Well, the law applied to the substantive issues and the procedure issues need to be consistent. And well, in our case, we use the law of Novia and the law of the People's Republic of China.

　　According to Article Thirteen of the Provisions of the Supreme People's Court on Several Issues Concerning the Trial of Cases of Perpetration Related Judicial Review, it is stipulated that parties shall make an express declaration. As we have answered before, when choosing by agreement the law, we will go to the recognition of the effect of an arbitration agreement. And the law applicable solely to the contract as agreed upon may not be invoked as the law applicable to the recognition of the fact of the arbitration cost of the contract. That is to say, when the parties only stipulated the law for the contract, the law applicable for the contract cannot be considered as the law applicable for the arbitration agreement. Moreover, the law for the contract is different from the law for the arbitration agreement. If, after in - depth research of the law, the contract is invalid, it has no effect on the validity of the arbitration agreement. And so we think that they might not be consistent. The law for the procedural issue might not be consistent with the law for the substantive issue. That's our answer.

　　Your Honor, this is very proper, I think. Because now I have already heard that you have different opinions, and there is also a third one, which will make the situation more complicated. It's because, for the plaintiffs, the applicable law for both the applicant clause and substantive issues is Chinese. As for the defendants, you think that the arbitration clause applies Hong Kong law, as well as the substantive issues apply Chinese law. Applies Hong Kong law as well as the substantive issues apply Chinese law. Is it okay? I think I understand it like this. But the problem is this way leads to a situation that should the substantive issues also apply Hong Kong law?

　　We, the parties... Okay, thank you. Please, Your Honor, we, in practice, argue that we don't need to use Hong Kong law for our substantive issues. The plaintiff argues that the scope of the governing law under Clause 20.1 of the ST CIA includes contract and application. Thank you.

　　正方就评委提出的问题进行答辩：

　　Have been stipulated in across twenty point one of stcia a the the laws of country nobia will like what we have to say here the loss of country the loss of people's re publicblic China is for the agreement is for the hope is for the agreement and the noncontruual obligations the agreement we say the substantive issues are based on the a based on the contract so it's up so the laws of country nowvia is applicable for the substantive issues while the procedure issues can beffer can differ from the substantive issue I mean a loss of loss for the substantive issue as'are also your owner.

　　I have no questions. Thank you. Have any question about those major do we still have time right yes okay as for the substantial issues um I have some questions for the defendant so it look reading in answer its twelve why you use s to define the unfores ability for worse major.

　　Honor about this question first China you like us in ninety uh in ninety eighty and the definition of enforcement in the first contract law was based on the cist the definition of unforeseeability is milestor second definition of unforeseeability is not provided for. And the lord so the definition is my. Us provided for end the lord so definition as most press representative conventions can be consulted the answer.

　　Okay so my question is what kind what kind of contract does CST apply to. 　　I contract contract yes so the nature what'the nature of the case what's what's the nature of the contact in this case. 　　It'contract and is it's SCI and obviously it's not a sales contract but I decided say isg because this is the first this is the first convention that China has.

　　Thank you. No more questions.

　　I have one question is because I want to make the both parties to clarify uh if the both parties to clarify ah if there is a valid arbitration clause so why the sopltificationation has a jurisdiction I mean why both the plentyiff of and defendant has the opportunity to say. To ask the judges to. Return this return this dispute to arbitration process.

　　Thank you. Um your honor in this case the paint argue that um a close twenty point two of the ST CI I stipulate both arbit. Twenty point two of t ST CI I stipulate boths abitration and litigation um did not take arbit as the final settlement of dispute complying with the the aration or litigation close under article seven of a interpretation of the code of civil procedure and is therefore invalid or of so there is no va close.

　　Thank you.

　　（这段文字存在较多表述不清、疑似拼写错误等问题，已按照要求尽量处理，但部分内容可能仍需根据确切背景进一步理解和修正。）

　　辩题为：vs 　　环节为：正方 · 原告就评委提出的问题进行答辩

　　与中国大陆不同，香港采用普通法制度。其对仲裁协议的定义和形式的规定较为宽泛，而非严格的规定。在《香港仲裁条例》第三部分第十九条中有一些规定，例如仲裁协议可以是合同中的仲裁条款形式，也可以是单独的协议形式。仲裁协议应当以书面形式存在，在协议中提及书面形式的仲裁费用即构成仲裁协议，如果这种提及使得该费用成为合同的一部分。在这种情况下，很明显仲裁条款是合同中的书面仲裁条款形式，这表明它满足有效仲裁协议的条件，因此仲裁协议是有效的，尊敬的法官大人。所以其仲裁条款是有效的，所以如果当事人之间在诉讼之前应当进行仲裁，谢谢。

　　尊敬的法官大人，在诉讼前的申请条款中没有规定，在诉讼之前不会有仲裁。在一方选择不能被视为有效（此处“VAD”应为“valid”）并且迈克尔律师接下来将询问为什么该选择条款将无效，将无效。在此处，当事人达成协议，争议可以通过仲裁解决，也可以通过诉讼解决，或者作为仲裁和诉讼之间的逻辑联系。与第七条中的申请或规定相比。并且因此是无效的，尽管《仲裁法》第20.2条规定了选定的机构，它们也为在答辩方同意的情况下向法院提起诉讼提供了可能性，这不足以排除通过仲裁解决争议的可能性，并且不构成有效的仲裁协议，尊敬的法官大人。毕竟，在中国法律中，诉讼前的仲裁也是一种仲裁或诉讼形式，从最高法院的案例来看，这就是为什么我们认为不会有，抱歉，我们认为不会有明显的仲裁（此处“obvioustation”应为“arbitration”），正如可能错过要点一样。问题是，在司法实践中，仲裁条款是否会被法官提交仲裁，但这看起来像是竞争，我猜这是在向法官陈述，包括是否会，您是否会将此案件提交仲裁，如果您这样做，我们就必须停止。尊敬的法官大人。

　　Your honor, as we have stipulated before, our argument is under the laws of con. From our point of view, in arbitration and litigation, there is no time order. They are very equal in the legal level.

　　We quote the case of William company versus cor agency. After the street argumentation, we have known that this student should be settled in Hong Kong international center, with the seat being Hong Kong. In the William company versus trun agency case, the parties agree that all disputes could be settled either through arbitration administered or through litigation by the court of China. Through arbitration and administration or through litigation by the court of China under the laws of China, under the quarter of Hong Kong, it is identified that the parties had reached an arbitration agreement. Thus, the arbitration agreement was valid. Once the applicant had made a decision, the decision was legally binding. Similar to this William case, in this case, the parties can start an arbitration. Arbitration or litigation does not have a time order as well. It is evident that the descendant's choice to settle the disputes by arbitration is legally binding, and the plaintiff cannot object.

　　I have one more question for the defendant. Since you say there is no order of arbitration and litigation, however, obviously for the defendants, if you say there is an order of arbitration and litigation, it is more beneficial. If you hold the opinion that arbitration has priority, then you can refuse to answer all the questions of the substantive issues. You can simply say, "Judge, please return this. With this litigation, go back to the arbiriory." So, practically, it is more beneficial for the defendant to choose arbitration as having priority if you hold the opinion that there is an arbitration clause. So why do you, the defendant, choose a more difficult way?

　　Your honor, we want to clarify that Hong Kong adopts a common law system, which is different from the laws of mainland China. When we want to clarify something, we have to quote some cases like this. Before we entered into this court, we have done the research. There was a stipulation that arbitration was before litigation, but that was not applicable here because there was a condition in that stipulation. That is, if that can be adopted in some cases, it should be the judgment of the arbitration tribunal has terminated. It is the only stipulation that we could find in the whole area of law in the common law systems that there is a common order which stipulates that arbitration is before litigation. But as we can see here, the judgment has not been made, so it is not applicable here. We want to use that because it is a more beneficial progress, but it's not applicable here. For the balance between the plaintiff and the defendant, we choose the case of William company versus ru on agency.

　　Your honor, we have to adjust the fact that on the materials of this case, in paragraph 43, on February 24, 2023, the defendant has already filed this case to the Hong Kong IACC, has already had an arbitration in Hong Kong IC. So we list that Hong Kong IC has already enjoyed jurisdiction of this case. So the present court does not have jurisdiction.

　　I have no more questions. Thank you.

　　All of your judges have no questions, then we will move to the next stage.

　　Sorry, one more. I just come up with one more. It is about how you establish the legal reason in the context. Because I found that in the arguments of both the plaintiff and the defendant, you cited the cases from the Chinese court, right? And also, I find that when you establish the real legal reasoning in the substantive parts, you use the Chinese cases as case laws in other jurisdictions to support your ideas. So I'm afraid that the judgments by the Chinese court are not case laws. So how do you explain that you use a similar way as how we use case law in other jurisdictions? Thank you.

　　Your honor, in Chinese law, the supreme people's court made some cases, and this kind of cases should be cited or be a guiding conclusion. They should be set in other cases. And that's all. The cases that we just cited are for justice reference and just serve as a tradition for the legal reasoning. That is because we listed laws, articles, apps, and then any cases and additional materials to support our views.