billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: One or more Members present in person or by proxy holding not less than thirty-three percent (33%) of the issued and outstanding Shares of the Company entitled to vote at the meeting in question shall be a quorum.

assistant: 持有不少於百分之三十三(33%)本公司已發行股份且有權於有關大會投票表決的一名或以上股東親身或透過受委代表出席有關大會即構成法定人數。
user: Please translate the following sentence from English to Chinese: (iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Directors shall apply any profits or reserves then or thereafter becoming available (including to the extent permitted by law, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until such time no dividend or other distributions shall be paid or made on the shares.

assistant: (iv) 倘行使任何認股權證所代表認購權時，認購權儲備內之餘額不足以繳足行使認股權證持有人所享有相等於上述差額之股份額外面額，則董事須動用當時或之後可供用作該用途之任何溢利或儲備（在法例容許下包括股份溢價賬及資本贖回儲備金），直至繳足該等股份之額外面額及按上述方式配發，且在此之前不會就該等股份支付股息或作出其他分派。
user: Please translate the following sentence from English to Chinese: (b) The Board may also pay half-yearly or at other suitable intervals to be settled by it any Dividend which may be payable at a fixed rate if the Board is of the opinion that the financial conditions and the profits of the Company justify the payment.

assistant: (b) 如董事會認爲根據本公司的財務狀況及溢利而合理地支付股息時，董事會可於每半年或以其選擇的其他期間按固定息率支付任何股息。
user: Please translate the following sentence from English to Chinese: The provisions of this article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the members.

assistant: 本細則的條文在加以適當的變通後適用於本公司向股東作出的紅利、資本化發行、已變現資本溢利的分派或提呈或授出。
user: Please translate the following sentence from English to Chinese: 5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

assistant: 5. 除非已獲正式取得執照，否則本大綱不允許本公司經營根據開曼羣島法例須在取得執照下方可經營的業務。
user: Please translate the following sentence from English to Chinese: Article 145 The supervisory committee shall consist of five supervisors, with supervisors appointed from employee representatives of the Company accounting for more than one-third and external supervisors accounting for more than one-half of the members of the supervisory committee, and with more than two independent supervisors.

assistant: 第一百四十五條監事會由五名監事組成，其中公司職工代表擔任的監事佔監事會人數的三分之一以上，外部監事佔監事會人數的二分之一以上，並應有兩名以上的獨立監事。
user: Please translate the following sentence from English to Chinese: Minutes of proceedings of meetings and Directors

assistant: 董事會會議議事程序記錄
user: Please translate the following sentence from English to Chinese: The Directors shall be entitled to be paid all expenses, including travel expenses, reasonably incurred by them in or in connection with the performance of their duties as Directors including their expenses of travelling to and from Board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.

assistant: 董事有權支付其在履行董事的職務時合理產生的或與之相關的所有費用，包括差旅費以及處理本公司事務或履行董事的職務往返出席董事會會議、委員會會議或股東大會等產生的費用。
user: Please translate the following sentence from English to Chinese: For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the words “Securities Seal” on its face or in such other form as the Board may approve.

assistant: 就爲增設或證明本公司所發行之證券之文件蓋章而言，本公司可擁有一個證券印章。 證券印章爲本公司印章之摹印本，在章面上加有「證券印章」字樣，或可爲董事會批准之其他式樣。
user: Please translate the following sentence from English to Chinese: The Company shall assume reasonable expenses incurred by the meeting.

assistant: 董事會應當保證會議的正常秩序，會議費用的合理開支由公司承擔。
user: Please translate the following sentence from English to Chinese: The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone, electronic means or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.

assistant: 在總裁或主席（視情況而定）或任何董事要求召開董事會會議時，祕書將召開董事會會議，有關會議通告可以書面或透過電話、電子方式或按董事會不時決定的有關其他方式發出。
user: Please translate the following sentence from English to Chinese: The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any person.

assistant: 董事會可通過決議案決定（不論就一般或任何特定情況而言）任何有關股票（或其他證券的證書）上的任何簽名毋須爲親筆簽名，惟可以若干機印方式加蓋或加印於有關證書之上，或該等證書毋須經任何人士簽署。
user: Please translate the following sentence from English to Chinese: (iii) the amount paid or payable for the shares held by each shareholder;

assistant: （三）各股東所持股份已付或者應付的款項；
user: Please translate the following sentence from English to Chinese: The Service Agent HK Conversion Agency Services Limited acts as Service Agent under the terms of the Service Agreement entered into among the Manager, the Trustee, the Registrar, the Participating Dealer, the Service Agent and HKSCC.

assistant: 服務代理 根據由經理人、受託人、過戶處、參與證券商、服務代理及香港結算訂立的服務協議條款，香港證券兌換代理服務有限公司擔任服務代理。
user: Please translate the following sentence from English to Chinese: The Company's banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

assistant: 本公司應於董事會不時決定的銀行開設銀行賬戶。
user: Please translate the following sentence from English to Chinese: The Company employs management staff members at all levels by appointments and employs ordinary employees under contracts.

assistant: 公司應對各級管理人員實行聘任制，對普通員工實行合同制。
user: Please translate the following sentence from English to Chinese: The external directors (namely directors who do not hold any position in the Company) shall account for one half or more of the board of directors and independent non-executive directors (namely directors who are independent of the Shareholders and do not hold any position in the Company) shall account for at least one third of the board of directors.

assistant: 外部董事（即不在本公司內部任職的董事）應占董事會人數的二分之一或以上，獨立非執行董事（即獨立於股東且不在本公司內部任職的董事）應占董事會人數至少三分之一以上。
user: Please translate the following sentence from English to Chinese: (1) the number of directors is less than the number stipulated in the Company Law or less than two-thirds of the number stipulated in the Articles of Association;

assistant: （一）董事人數不足《公司法》規定的人數或者少於本章程所定的數額的2/3 時；
user: Please translate the following sentence from English to Chinese: “Dividend” means dividends, distributions in specie or in kind, capital distributions and capitalisation issues;

assistant: 「股息」指股息、實物分派、資本分派及資本化發行；
user: Please translate the following sentence from English to Chinese: (6) in principle, attending Board meetings in person and expressing clear opinions on the matters under discussion; if he or she is unable to attend a meeting in person, carefully selecting a proxy;

assistant: （六）原則上應當親自出席董事會會議，並對所議事項發表明確意見，因故不能親自出席董事會會議的，應當審慎地選擇受託人；
user: Please translate the following sentence from English to Chinese: A Director, officer or employee of the Company or of any of its subsidiaries or a partner, officer or employee of any such Directors, officer or employee shall not be capable of being appointed Auditor of the Company.

assistant: 本公司或其任何附屬公司之董事、高級人員或僱員或任何該等董事、高級人員或僱員之合作伙伴、高級人員或僱員均不得獲委任爲本公司之核數師。
user: Please translate the following sentence from English to Chinese: (11) Other circumstances prescribed by the laws, administrative regulations or departmental regulations or rules of securities regulators and stock exchange in the place(s) in which the shares of the Company are listed.

assistant: (十一) 法律、行政法規、部門規章或公司上市地證券監管機構及證券交易所規定的其他內容。
user: Please translate the following sentence from English to Chinese: The annual general meeting shall be held at such time and place as the Directors shall appoint.

assistant: 股東周年大會將於董事會指定之時間和地點舉行。
user: Please translate the following sentence from English to Chinese: Article 21 The registered capital of the Company shall be RMB 162,064,000 Yuan.

assistant: 第二十一條公司的註冊資本爲人民幣 162,064,000 元。
user: Please translate the following sentence from English to Chinese: An independent director shall perform his duties independently and not be affected by the Company's substantial shareholders, de facto controller or any entities or individuals that is interested in the Company or its substantial shareholders or de facto controller.

assistant: 獨立董事應當獨立履行職責，不受公司主要股東、實際控制人或者與公司及其主要股東、實際控制人存在利害關係的單位或個人的影響。
user: Please translate the following sentence from English to Chinese: Article 177 The notice of a meeting of the Board of Directors shall contain the following contents:

assistant: 第一百七十七條　董事會會議通知包括以下內容：
user: Please translate the following sentence from English to Chinese: (4) The reduction of registered capital, repurchase of shares, and adjustment of shareholding structure, etc. in accordance with the Articles;

assistant: （四）依據本章程減少註冊資本、購回股份、調整股權結構等；
user: Please translate the following sentence from English to Chinese: by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by any Director.

assistant: 過電子郵件或通過電話或按董事會不時決定的其他方式發出，則被視爲正式送達予該董事。
user: Please translate the following sentence from English to Chinese: The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

assistant: 如董事會認爲適當，董事會可於沒收當日強制執行有關支付，而不會扣除或扣減遭沒收股份的價值，但若本公司已獲全數支付有關股份的全部款項，則其責任亦告終止。
user: Please translate the following sentence from English to Chinese: A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

assistant: 宣稱爲本公司或董事會或任何委員會決議案副本或會議記錄摘要之文件，凡按上文所述經核證，即爲使所有與本公司有事務往來之人士受惠之不可推翻證據，基於對該證據之信賴，該決議案已正式通過或（視情況而定）該會議記錄或摘要屬妥爲構成之會議上議事程序之真確記錄。
user: Please translate the following sentence from English to Chinese: (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

assistant: (a) 至 (e) 分段載列的文件及與股份登記有關的任何其他文件，前提是細則只適用於本著善意及在本公司及其股份過戶登記處未有獲明確通知該文件的保存與申索有關的情況下銷燬的文件。
user: Please translate the following sentence from English to Chinese: A takeover of the Company as referred to above means:

assistant: 本款所指的本公司被收購是指下列情況之一：
user: Please translate the following sentence from English to Chinese: (5) to make proposals in a shareholders’ general meeting;

assistant: （五）向股東大會提出提案；
user: Please translate the following sentence from English to Chinese: (e) a copy of the register of charges kept by the Company pursuant to section 162(1) of the Act;

assistant: (e) 本公司根據公司法第 162(1)條存放押記登記冊副本；
user: Please translate the following sentence from English to Chinese: Article 205 There shall be a provision in a contract made between the Company and a director or supervisor in respect of their remuneration that the director or the supervisor shall, with the prior approval of the shareholders in the general meeting, be entitled to payment by way of compensation for loss of office or other amounts as consideration for his retirement from office in connection with the takeover of the Company.

assistant: 第二百零五條　公司在與公司董事、監事訂立的有關報酬事項的合同中應當規定，當公司將被收購時，公司董事、監事在股東大會事先批准的條件下，有權取得因失去職位或者退休而獲得的補償或者其他款項。
user: Please translate the following sentence from English to Chinese: Shareholders shall be compliant with the following requirements when pledging their equity interest in the Bank:

assistant: 股東以其持有的本行股權進行出質時，應遵循以下規定：
user: Please translate the following sentence from English to Chinese: The Board may also without placing the same to reserve carry forward any proﬁts which it may think prudent not to distribute.

assistant: 董事會亦可以不將該款項存放於儲備，而將其認爲審慎起見不應分派的任何利潤結轉。
user: Please translate the following sentence from English to Chinese: (2) to approve the deprivation by a Director or Supervisor (for his own benefit or for the benefit of another person), by any means, of the Company’s assets, including (without limitation) opportunities beneficial to the Company;

assistant: （二）批准董事、監事（爲自己或他人利益）以任何形式剝奪公司財產，包括（但不限於）任何對公司有利的機會；
user: Please translate the following sentence from English to Chinese: (Article 119 of the Mandatory Provisions) Where the director, supervisor, general manager, deputy general manager and other senior management officer of the Company is in any way, directly or indirectly, materially interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company, other than his contract of service, he shall declare the nature and extent of his interest to the board at the earliest opportunity, whether or not the aforesaid matters are under normal circumstances subject to the approval of the board.

assistant: 第一百四十一條公司董事、監事、總經理、副總經理和其他高級管理人員，直接或者間接與公司已訂立的或者計劃中的合同、交易、安排有重要利害關係時（公司與董事、監事、總經理、副總經理和其他高級管理人員的聘任合同除外），不論有關事項在正常情況下是否需要董事會批准同意，均應當儘快向董事會披露其利害關係的性質和程度。
user: Please translate the following sentence from English to Chinese: (5) References in these Articles to writing include references to any method of representing or reproducing words in a legible and non-transitory form.

assistant: (5) 本章程細則內對「書面」之提述包括對任何以清晰及非短暫形式代表或複製文字之方法之提述。
user: Please translate the following sentence from English to Chinese: (VII) Not to abuse official powers to accept bribes or other unlawful income, and not to expropriate the Company’s property in any form, including (but not limited to) opportunity favourable to the Company;

assistant: （七）不得利用職權收受賄賂或者其它非法收入，不得以任何形式侵佔公司的財產，包括（但不限於）對公司有利的機會；
user: Please translate the following sentence from English to Chinese: (c) A certificate by a Director (including for the purpose of this paragraph (c) an alternate Director) or the Secretary that a Director (who may be the one signing the certificate) was at the time of a resolution of the Directors or any committee thereof absent from the territory of the Head Office or otherwise not available or unable to act or has not supplied an address, telephone and facsimile number within the territory of the Head Office for the purposes of giving of notice to him shall in favour of all persons without express notice to the contrary, be conclusive of the matter so certified.

assistant: (c) 段的目的而言包括候補董事）或祕書所發出的證書，證明其中董事（可爲簽署該證書的人士）在董事決議或任何委員會決議時不在總辦事處所在地區或在其他情況下不能出席或不能作爲董事行事，或未能提供就向其發出通知爲目的而提供在總辦事處所在地區內的地址、電話號碼及傳真號碼，就所有人士之利益而言在沒有獲得相反明確通知的情況下，該證書對經核證的事項爲不可推翻的證明。
user: Please translate the following sentence from English to Chinese: 1. to be in charge of the production, operation and management of the Company, and to organize the implementation of the resolutions of the Board;

assistant: （一）主持公司的生產經營管理工作，組織實施董事會決議；
user: Please translate the following sentence from English to Chinese: If thought fit, two (2) or more persons may be appointed as joint Secretaries.

assistant: 倘認爲合適之情況下，可委任兩(2)名或以上人士爲聯席祕書。
user: Please translate the following sentence from English to Chinese: words importing either gender shall include the other gender and the neuter;

assistant: 含有性別涵義的詞彙應包括其他性別及中性；
user: Please translate the following sentence from English to Chinese: If any question as aforesaid shall arise in respect of the Chairman such question shall be decided by a resolution of the Directors (for which purpose the Chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of the Chairman or his associates as known to him has not been fairly disclosed to the other Directors.

assistant: 倘上述任何問題乃關乎主席，則該問題須由董事會通過決議案決定（主席不得就此計入法定人數亦不得就此投票），而該決議案將爲最後及最終定論，惟倘據主席所知有關主席或其聯系人的權益性質或程度並未向其他董事公平披露則除外。
user: Please translate the following sentence from English to Chinese: Article 35  The convener and the legal counsel retained by the Company shall jointly verify the qualification of shareholders according to the register of shareholders provided by the securities depository and clearing authority, and shall register the name of the shareholders and the number of their voting shares.

assistant: 第三十五條　召集人和公司聘請的律師將依據證券登記結算機構提供的股東名冊共同對股東資格的合法性進行驗證，並登記股東姓名（或名稱）及其所持有表決權的股份數。
user: Please translate the following sentence from English to Chinese: For the purposes of this Bye-Law, a general notice to the Board by a Director to the effect that (a) he is a member of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm or (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him, shall be deemed to be a sufficient declaration of interest under this Bye-Law in relation to any such contract or arrangement;

assistant: 就本條公司細則而言，董事向董事會提交一般通知表明(a)其爲一特定公司或商號的股東，並被視爲於通知日期後與該公司或商號訂立的任何合約或安排中擁有權益； 或(b)其被視爲於通知日期後與其有關連的特定人士訂立的任何合約或安排中擁有權益；
user: Please translate the following sentence from English to Chinese: (4) any other financial assistance given by the Company when the Company is insolvent or has no net assets or when its net assets would thereby be reduced to a material extent.

assistant: （四）公司在無力償還債務、沒有淨資產或者將會導致淨資產大幅度減少的情形下，以任何其他方式提供的財務資助。
user: Please translate the following sentence from English to Chinese: (B) Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto.

assistant: (B) 倘通過上述的決議案，董事應就僅此議決的資本化作出儲備或利潤及非分派利潤的所有分派及應用，以及繳足股款的股份、債權證或其他證券的所有分配及發行，一般而言董事應採取一切所需作爲及行動使其生效。
user: Please translate the following sentence from English to Chinese: (6) to examine and approve the Company’s annual financial budgets and final accounts;

assistant: (6) 審議批准公司的年度財務預算方案、決算方案；
user: Please translate the following sentence from English to Chinese: In the event that the procedures for convening and the voting at a shareholders’ general meeting or a board meeting violate laws, administrative regulations or the Articles of Association, or the resolutions violate the Articles of Association, any shareholder may request the people’s court to revoke within 60 days from the date of the resolutions (the dispute-settlement rules of the Articles of Association shall apply to holders of foreign shares).

assistant: 股東大會、董事會的會議召集程序、表決方式違反法律、行政法規或者本章程，或者決議內容違反本章程的，股東可以自決議作出之日起六十日內，請求人民法院撤銷（涉及外資股股東的適用本章程爭議解決規則之規定）。
user: Please translate the following sentence from English to Chinese: (2) the losses of the Company that have not been made up reach one-third of the total share capital of the Company;

assistant: （二）公司未彌補虧損達實收股本總額的三分之一時；
user: Please translate the following sentence from English to Chinese: however, such notice shall be given within at least 7 days.

assistant: 惟可發出該等通知的最短期間是至少七日。
user: Please translate the following sentence from English to Chinese: a stock exchange which is an appointed stock exchange for the purposes of the Act in respect of which the shares of the Company are listed or quoted and where such appointed stock exchange deems such listing or quotation to be the primary listing or quotation of the shares of the Company.

assistant: 就公司法屬指定證券交易所之證券交易所，本公司股份在該證券交易所上市或報價，且該指定證券交易所視該上市或報價爲本公司股份主要上市或報價。
user: Please translate the following sentence from English to Chinese: (3) the right to supervise the business activities of the Company and to put forward proposals and raise inquiries;

assistant: （三）對本公司的業務經營活動進行監督，提出建議或者質詢；
user: Please translate the following sentence from English to Chinese: A board meeting in respect of any contract, transaction or arrangement in which a director or any of his Associates has any material interest can be convened where a majority of the disinterested directors of the Company attend the meeting and any such resolutions shall be passed by a majority of the disinterested directors of the Company.

assistant: 該董事會會議由過半數的無關聯關係董事出席即可舉行,董事會會議所作決議須經無關聯關係董事過半數通過。
user: Please translate the following sentence from English to Chinese: (iv) if he becomes prohibited from being a Director by reason of any order made under any provision of the Companies Ordinance or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32 of the laws of Hong Kong) or is otherwise prohibited from being a Director by law;

assistant: (iv) 倘因根據公司條例或《公司（清盤及雜項條文）條例》（香港法例第32章）任何規定所作出之任何指令而遭禁止出任董事，或因其他原因遭法律禁止出任董事；
user: Please translate the following sentence from English to Chinese: THE COMPANIES LAW OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF THIZ TECHNOLOGY GROUP LIMITED (adopted by special resolutions passed on 5 August 2004 and on 29 September 2008)

assistant: 島的註冊。 開曼羣島公司法 股份有限公司 即時科研集團有限公司 之章程細則（透過於二零零四年八月五日及二零零八年九月二十九日通過之特別決議案採納）
user: Please translate the following sentence from English to Chinese: 3. THAT conditional on the allotment and issue of 500,000 shares of HK$0.10 each of the Company as mentioned in Resolution No. 2 above, the sum of HK$100,000 be and is hereby capitalised from the amount standing to the credit of the contributed surplus account of the Company and the directors of the Company be and are hereby authorised to appropriate the said sum of HK$100,000 as capital in paying up in full at par the 1,000,000 shares of HK$0.10 each of the Company which were allotted and issue nil paid on 15th December, 1992.

assistant: 3. 動議待配發及發行上文第2項決議案所述之500,000股每股面值0.10港元之本公司股份後，將本公司貢獻盈餘賬之進賬款項100,000港元撥作資本，以及授權本公司董事將上述 100,000 港元按面值繳足於一九九二年十二月十五日以無付款形式配發之 1,000,000 股每股面值0.10港元之本公司股份。
user: Please translate the following sentence from English to Chinese: (15) To carry on all or any of the businesses of travel agents, ticket and booking agents, charter-flight travel contractors, and to facilitate tours and travel and to arrange hotel and accommodation booking and travellers-cheque and credit-card facilities and other facilities for tourists and travellers and to engage in all aspects of the travel and tourist industry.

assistant: (15) 進行旅行社、票務及預訂代理、包機旅行承辦商之全部或任何業務，及協助旅行團及爲遊客及旅客安排預訂酒店及住宿及旅行支票及信用咭設施及其他設施及從事旅遊業所有方面之業務。
user: Please translate the following sentence from English to Chinese: (6) other methods as permitted by laws, administrative regulations and as approved by the China Securities Regulatory Commission.

assistant: （六）法律、行政法規許可以及中國證監會批准的其他方式。
user: Please translate the following sentence from English to Chinese: (a) all parts of the register of shareholders;

assistant: (a) 所有各部分股東名冊；
user: Please translate the following sentence from English to Chinese: (2) profit distribution plan and loss recovery plan formulated by the Board of Directors.

assistant: （二）董事會擬訂的利潤分配方案和虧損彌補方案；