1. I am a partner in AAA LLP, and have been practising as an advocate and solicitor in Singapore since 20XX. Copies of my curriculum vitae and practising certificate are exhibited at Appendix-1.
译文：本人是AAA律师事务所的合伙人，自20XX年以来一直在新加坡从事辩护律师和法律顾问工作。我的简历和执业证书的复印件见附录1。
2. AAA is challenging the China Proceedings on the basis that the BBB District People’s Court or other Chinese court lacks jurisdiction to hear the same.
译文：AAA对中国的诉讼程序提出了管辖权异议，认为BBB区人民法院或其他中国法院对此案没有管辖权。
3. I have been instructed to provide my expert professional opinion on the following issues: Whether the governing law of the arbitration agreement contained in Clause 10 of the Manufacturing Agreement (the “Arbitration Agreement”) is Singapore law; Assuming that the Arbitration Agreement is valid and binding on the Parties under Singapore law, whether any dispute arising out of the Manufacturing Agreement shall be submitted to the Singapore International Arbitration Centre (“SIAC”) pursuant to the Arbitration Agreement.
译文：本人接受委托就以下问题提出我的专业意见：《制造协议》第10条中包含的仲裁协议（以下简称《仲裁协议》）准据法是否为新加坡法律？假设《仲裁协议》根据新加坡法律有效并对双方具有约束力，由《制造协议》引起的任何争议是否应当根据《仲裁协议》向新加坡国际仲裁中心申请仲裁？
4. Clause 15 of the Manufacturing Agreement expressly provides that the Manufacturing Agreement "shall be governed by, and construed in accordance with, the laws of Singapore". Pursuant to Clause 15, the governing law of the Manufacturing Agreement should be Singapore law. Under Singapore law, the courts will examine the contract itself to determine its governing law.
译文：《制造协议》第15条明确规定，《制造协议》“以新加坡的法律为准据法和解释依据”。根据第15条的规定，《制造协议》的准据法应该是新加坡法律。根据新加坡法律，法院将对合同本身进行审查，以确定合同的准据法。
5. There are three stages in determining the governing law of a contract. The first stage is to examine the contract itself to determine whether it states expressly what the governing law should be. In the absence of an express provision one moves to the second stage which is to see whether the intention of the parties as to the governing law can be inferred from the circumstances. If this cannot be done, the third stage is to determine with which system of law the contract has its most close and real connection.
译文：确定合同的准据法有三个阶段。第一阶段是审查合同本身，以确定合同中是否明确约定了准据法。在没有明确约定准据法的情况下，可以进入第二阶段，即看能否根据情况推定出当事人对准据法的意图。如果不能做到这一点，第三阶段需要确定合同与哪一个法律体系有着最密切、最实际的联系。
6. It is trite law that the governing law of the substantive contract is distinct from the governing law of the arbitration agreement. It is also trite law that the arbitration agreement is a contract in itself and severable from the substantive contract in which it sits
译文：根据习惯法，主合同的准据法不同于仲裁协议的准据法。同样根据习惯法，仲裁协议本身就是一个合同，可以与它所属的主合同中分割开。
7. Clause 14 of the Manufacturing Agreement clearly states that “(a)ny dispute arising out of or in connection with this Manufacturing Agreement shall be referred to and finally resolved by arbitration in Singapore, if not resolved within one (1) month from the time it was referred to the parties for resolution. Under Singapore law, the words “any dispute arising out of or in connection” would generally be sufficiently broad to capture any dispute in relation to the substantive contract.
译文：《制造协议》第14条明确规定：“因本《制造协议》引起的或者与之相关的任何争议，在提交双方解决后一（1）个月内仍未解决的，应当在新加坡通过仲裁最终解决。根据新加坡法律，“因......引起的或者与之相关的任何争议”一语通常足够宽泛，足以涵盖与主合同有关的任何争议。
8. In AAA v BBB, the High Court noted that the arbitration clause which contained the phrase “any dispute arising out of or in connection" was “drafted broadly” and “certainly ... of wide import”. In another case, an arbitration clause containing the same phrase was noted to be “worded in very wide terms”
译文：在AAA诉BBB一案中，高等法院指出，规定“因......引起的或者与之相关的任何争议”的仲裁条款“措词宽泛”，“当然......范围非常宽泛”。在另一个案件中，包含相同语句的仲裁条款也被认为“措辞非常宽泛”。
9. The appellant claimed that this was tantamount to a reckless disregard by the respondents for the laws of Malaysia and thus showed both a lack of bona fides and of any intention to comply with Malaysian law.
译文：上诉人提出，这相当于被上诉人恣意无视马来西亚法律，因此既缺乏诚意，也无意遵守马来西亚法律。
10. The respondents were operating out of Singapore, the credit facility was booked in Singapore, all accounts relating to it were kept in Singapore and the respondents had duly declared and paid taxes on the credit facility in Singapore. The appellant’s argument that the respondents had attempted to circumvent the laws of Malaysia and had deliberately chosen Singapore law as the governing law of the facility agreement for the sole purpose of evading the workings of Malaysian law could therefore not be sustained.
译文：被上诉人在新加坡境外经营业务，信贷业务在新加坡登记，所有与此有关的账目都保存在新加坡，并且被上诉人已在新加坡正式申报并缴纳了信贷业务税。因此，上诉人提出的关于被上诉人试图规避马来西亚法律并仅为规避马来西亚法律的适用而选择新加坡法律作为贷款协议准据法的这一论点不能成立。