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English to Chinese: Consent to Jurisdiction in Certain Proceedings
Source text - English Consent to Jurisdiction in Certain Proceedings. In any action or proceeding arising out of or relating to this Agreement or the matters contemplated herein which is instituted by or against the Escrow Agent or in which the Escrow Agent is sought or required to be joined, each party (i) submits to the jurisdiction of any state or federal court located in the Commonwealth of Pennsylvania, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, and (iii) waives any claim of inconvenient forum or other challenge to venue in such court. In any such action, each party agrees to accept service of any summons, complaint or other initial pleading made in the manner provided for the giving of notices under this Agreement, provided that nothing in this Section shall affect the right of any party to serve such summons, complaint or other initial pleading in any other manner permitted by law. In any such action, the following shall apply:
Translation - Chinese 同意某些法律程序中的管辖权。在因本协议或本协议拟议事项引起或与之有关的（由托管代理人提起或针对托管代理人提起的或寻求或要求托管代理人加入的）任何诉讼或法律程序中，每一方(i)服从位于宾夕法尼亚州的任何州或联邦法院的管辖权，(ii)同意与该等诉讼或法律程序有关的一切权利主张可在任何该等法院审理和裁决，和(iii)放弃以审判地不方便为由的任何权利主张或对该等法院作为审判地提出异议的权利。在任何该等诉讼中，每一方同意接受按本协议项下就通知发送所规定的方式送达任何传票、诉状或其他起诉状，但本条任何内容不得影响任何一方以法律允许的任何其他方式送达该等传票、诉状或其他起诉状的权利。在任何该等诉讼中，适用下列规定：
English to Chinese: Severability Clause
Source text - English Should one of the provisions of the present Agreement be or become invalid or should the present Agreement contain a gap, the legal validity of the remaining provisions shall not be affected thereby. The parties shall replace the invalid provision by a valid one which approaches their original intentions as closely as possible. If it becomes evident that the present Agreement contains a gap, the parties shall complete the gap in good faith on the basis of the existing provisions.
Translation - Chinese 若本协议一项规定无效或变为无效，或本协议包含漏洞，其余规定的法律效力不受影响。双方应以尽可能接近其原意的有效规定替代该无效规定。如果本协议包含明显的漏洞，双方应在现有规定的基础上善意地弥补该漏洞。
Chinese to English: 中华人民共和国外资企业法实施细则
Source text - Chinese 第二十一条 外资企业在经营期内不得减少其注册资本。但是，因投资总额和生产经营规模等发生变化，确需减少的，须经审批机关批准。
A foreign-invested enterprise shall not reduce its registered capital during its operation. However, if any reduction in registered capital is necessary due to any changes to the total amount of investment, the production and operation capacity, etc., such reduction shall be subject to the approval of the examining and approving authorities.
Article 22
The increase or assignment of the registered capital of a foreign-invested enterprise shall be subject to the approval of the examining and approving authorities and such changes shall be registered with the industry and commerce administration authorities.
Article 23
Where a foreign-invested enterprise mortgages or assigns its property or interests, it shall obtain the approval from the examining and approving authorities and file with the industry and commerce administration authorities.
Article 24
The legal representative of a foreign-invested enterprise is the principal performing his/her duties on behalf of such foreign-invested enterprise in accordance with its articles of association.
If the legal representative is unable to perform his/her duties, he/she shall appoint a proxy in writing to act on his/her behalf.
Chapter IV Form and Term of Contribution
Article 25
The foreign investors may make their contributions in convertible foreign currencies, or contribute machinery and equipment, industrial property rights, know-how, etc. based on their appraised value.
With the approval of the examining and approving authorities, the foreign investors may also contribute the profits in RMB from any other foreign-invested enterprises operated by them in China.
Article 26
Where the foreign investors contribute machinery and equipment as investment, such machinery and equipment shall be necessary for the production process of the foreign-invested enterprise.
The appraised value of such machinery and equipment shall not exceed the prevailing normal prices of the machinery and equipment of the same type on international markets.
For the machinery and equipment contributed as investment, a list of details about the contribution, including names, types, quantities, prices, etc., as the appendix to the application for the establishment of the foreign-invested enterprise, shall be submitted, together with such application, to the examining and approving authorities.
Article 27
Where the foreign investors contribute industrial property rights or know-how as investment, such industrial property rights or know-how shall be owned by the foreign investors.
Such industrial property rights or know-how shall be appraised in consistent with the prevailing international appraising principles and the appraised value shall not exceed 20% of the foreign-invested enterprise’s registered capital.
Details shall be prepared with regard to the industrial property rights or know-how contributed as investment, including the duplicates of the ownership certificates, the validity and technical features, the practical utility, the basis and criteria for the calculation of the appraised value, and shall be submitted, as the appendix to the application for the establishment of the foreign-invested enterprise, together with such application, to the examining and approving authorities.
Article 28
When the machinery and equipment contributed as investment are shipped to a Chinese port, the foreign-invested enterprise shall apply to China’s commodity inspection authorities for inspection, and the inspection report shall be issued by such commodity inspection authorities.
Where the machinery and equipment contributed as investment are inconsistent in type, quality and quantity with those set out in the list of contributions submitted by the foreign investors to the examining and approving authorities, the examining and approving authorities shall have the right to require such foreign investors to rectify the inconsistency within a specified period of time.
Article 29
After the industrial property rights or know-how contributed as investment are applied, the examining and approving authorities shall have the right to carry out an inspection. In the event that such industrial property rights or know-how are inconsistent with the information provided previously by the foreign investors, the examining and approving authorities shall have the right to require the foreign investors to rectify the inconsistency within a specified period of time.
Article 30
The term of contribution by the foreign investors shall be specified in the application for the establishment of the foreign-invested enterprise and the articles of association of the foreign-invested enterprise. The foreign investors may make their contributions by installments, but the last installment shall be paid up within three years from the date when the business license is issued. The first installment of contribution shall not be less than 15% of the capital subscribed by the foreign investors and shall be paid up within 90 days from the date when the business license of the foreign-invested enterprise is issued.
Where the foreign investors fail to pay the first installment within the period specified in the preceding paragraph, the certificate of approval for the foreign-invested enterprise will become invalid automatically. The foreign-invested enterprise shall go through de-registration procedures with the industry and commerce administration authorities and hand in its business license for cancellation; in case of any failure to comply with the foregoing requirements, the industry and commerce administration authorities shall revoke its business license and make an announcement thereof.
Article 31
The foreign investors shall pay the other installments following the first one as scheduled. In the event of any contribution overdue for 30 days or longer without justification, the provisions of Paragraph 2, Article 30 of these Implementation Rules shall apply.
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