billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: If after the expiry of the term of office of a supervisor a new election is not held in due course, or if a supervisor resigns during his/her term of office which result in the number of persons in the supervisory committee being lower than the quorum, then before the newly elected supervisor assumes his/her office, the original supervisor shall still perform his/her duties in accordance with provision in the law, departmental regulation and the Company’s Articles.

assistant: 監事任期屆滿未及時改選，或者監事在任期內辭職導致監事會成員低於法定人數的，在改選出的監事就任前，原監事仍應當依照法律、行政法規和本章程的規定，履行監事職務。
user: Please translate the following sentence from English to Chinese: and such meeting shall be held within two (2) months after the deposit of such requisition.

assistant: 且該大會應於遞呈該要求後兩(2)個月內舉行。
user: Please translate the following sentence from English to Chinese: The “cumulative voting system” as in the foregoing means that each share has the number of voting right identical to the number of directors or supervisors to be elected, and the voting right owned by the shareholders may be cumulatively used when the general meeting elects the directors or supervisors.

assistant: 前款所稱累積投票制是指股東大會選舉董事或者監事時，每一股份擁有與應選董事或者監事人數相同的表決權，股東擁有的表決權可以集中使用。
user: Please translate the following sentence from English to Chinese: (2) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, subject to authorisation by the Members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting.

assistant: (2) 董事有權不時及隨時委任任何人士出任董事，以填補董事會之臨時空缺或（在股東於股東大會上授權下）作爲現有董事會之增補董事，惟所委任之董事人數不得超過股東於股東大會上不時釐定之任何上限。
user: Please translate the following sentence from English to Chinese: (2) where the Company’s situation changes, thus causes the inconsistency with the matters recorded in the Articles of Association;

assistant: （二）公司的情況發生變化，與章程記載的事項不一致；
user: Please translate the following sentence from English to Chinese: If the Directors, general managers or other Senior Management of the Company violate the provisions of the laws, administrative regulations or the Articles of Association in the course of performing their duties, and such violation results in losses to the Company, the shareholders of the Company who individually or jointly hold more than 1% of the Company’s shares for a continuous period of over 180 days shall have the right to make a written request demanding the supervisory committee to bring an action to the People’s Court.

assistant: 董事、總經理或其他高級管理人員執行公司職務違反法律、行政法規或者本章程的規定，給公司造成損失的，連續180日以上單獨或合併持有公司1%以上股份的股東有權書面請求監事會向人民法院提起訴訟；
user: Please translate the following sentence from English to Chinese: 2) a merger or division of the Company for which a dissolution becomes necessary;

assistant: （二）因合併或者分立而需要解散；
user: Please translate the following sentence from English to Chinese: (9) To pass resolutions on the issues including consolidation, split, dissolution and liquidation of the Company;

assistant: （九）對公司合併、分立、解散和清算等事項作出決議；
user: Please translate the following sentence from English to Chinese: Article 222 Except as provided in Article 53 of these articles of association, Directors, supervisors, General Manager or other senior management member of the Company may be exempted from liabilities for specific breach of duties with informed consent by the shareholders’ general meeting.

assistant: 第二百二十二條公司董事、監事、總經理和其他高級管理人員因違反某項具體義務所負的責任，可由股東大會在知情的情況下解除，但本章程第五十三條所規定的情況除外。
user: Please translate the following sentence from English to Chinese: (ii) to approve the expropriation by a director or supervisor (for his/ her/its own benefit or for the benefit of another person) of the Company’s assets in any way, including (but not limited to) opportunities which are 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: 10. persons who have been convicted by relevant regulatory authorities of offences of violating relevant securities regulations and of involving in fraudulent acts or dishonest acts, where less than five years have lapsed since the date of conviction;

assistant: 10. 被有關主管機構裁定違反有關證券法規的規定，且涉及有欺詐或者不誠實的行爲，自該裁定之日起未逾5年；
user: Please translate the following sentence from English to Chinese: Where the laws, regulations, rules, normative documents and relevant provisions of the securities regulatory authorities at the place where the Company’s shares are listed have any other provisions in respect of the financial arrangement relating to the aforesaid share buyback, such provisions shall prevail.

assistant: 法律、法規、規章、規範性文件和公司股票上市地證券監督管理機構的相關規定對前述股票回購涉及的財務處理另有規定的，從其規定。
user: Please translate the following sentence from English to Chinese: To review the connected transactions and prepare the written report for the review by the board of directors and report to the supervisory committee for related party transactions proposed to be entered into between the Company and its related parties;

assistant: 在公司擬與關聯人發生重大關聯交易時，對該關聯交易事項進行審覈，形成書面意見，提交董事會審議，並報告監事會；
user: Please translate the following sentence from English to Chinese: The secretary is a member of the senior management of the Bank and is accountable to the Board of Directors.

assistant: 董事會祕書是本行高級管理人員，對董事會負責。
user: Please translate the following sentence from English to Chinese: (iii) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of Shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrant holder, credited as fully paid, such additional nominal amount of Shares as is equal to the shortfall between:

assistant: (iii) 在任何認股權證所代表的所有或任何認購權獲行使時，與獲行使認股權有關的股份面額，應與該認股權證持有人在行使認股權證所代表認購權（或在部份行使認購權的情況下，則爲有關的部份，視屬何情況而定）時所須支付的現金金額相等，此外，行使認購權的認股權證持有人就該等認購權將獲配發面額相等於下列兩項之差的額外入賬列爲繳足股份：
user: Please translate the following sentence from English to Chinese: Upon expiry of the term of office, Directors are eligible for re-election .

assistant: 董事任期屆滿，可以連選連任。
user: Please translate the following sentence from English to Chinese: In urgent cases where there is a need to convene an extraordinary meeting of the board of directors as promptly as possible, the notice convening the meeting may be given at any time, and the convener shall make an explanatory statement at the meeting.

assistant: 情況緊急，需要儘快召開臨時董事會會議的，可以隨時發出會議通知並召開會議，但召集人應當在會議上作出說明。
user: Please translate the following sentence from English to Chinese: (i) within two months after allotment or, (ii) within ten business days of the lodgement of an instrument of transfer duly stamped, (or within such other period as the terms of issue shall provide), one certificate for all his shares of any particular class, or if he shall so request, upon payment of a fee (not exceeding the maximum amount as the Stock Exchange may from time to time permit) for every certificate after the first, as the directors shall from time to time determine, such number of certificates for shares in Stock Exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, provided that in the event of a member transferring part of the shares represented by a certificate in his name a new certificate in respect of the balance thereof shall be issued in his name without payment.

assistant: (i) 配發後兩個月內或，(ii) 遞交已妥爲加蓋印花 之過戶文據後十個營業日內（或發行條款所規定的其他期間）免費就其特定類別之所有股份獲發一張股票，或（倘其要求）爲首張股票後的每張股票支付董事會不時釐定之費用（不超過聯交所不時批准之最高金額）後，可獲得其要求的聯交所每手買賣單位或其倍數的股票數目，以及餘下有關股份（如有）的一份股票，惟若有股東將名下某張股票所代表股份的一部分轉讓，可免費按其名義就餘下股份獲發一張新憑證。
user: Please translate the following sentence from English to Chinese: (iv) the serial number of the shares held by each shareholder；

assistant: （四）各股東所持股份的編號；
user: Please translate the following sentence from English to Chinese: “financial statements” shall mean annual financial statements or annual financial consolidated financial statements within the context of Section 380 of the statements Companies Ordinance;

assistant: 「財務報表」指按公司條例所第380條文意所述之週年財務報表或週年綜合財財務報表。
user: Please translate the following sentence from English to Chinese: Class shareholders shall have rights and shall undertake obligations pursuant to the provisions of the laws, administrative regulations and the Articles of Association.

assistant: 類別股東依據法律、行政法規和公司章程的規定，享有權利和承擔義務。
user: Please translate the following sentence from English to Chinese: Attachment 1:

assistant: 附件 1：
user: Please translate the following sentence from English to Chinese: PAGE 13

assistant: 第 13 頁
user: Please translate the following sentence from English to Chinese: Article 222 With the prior approval at a shareholders’ general meeting, the Company shall sign written contracts with its directors and supervisors concerning his/her emoluments.

assistant: 第二百二十二條公司應當就報酬事項與公司董事、監事訂立書面合同，並經股東大會事先批准。
user: Please translate the following sentence from English to Chinese: 24.16 The Board may retain any dividends or other monies payable upon shares in respect of which any person is, under the provisions as to the transmission of shares hereinbefore contained, entitled to become a member, or in respect of which any person is under those provisions entitled to transfer, until such person shall become a member in respect of such shares or shall transfer the same.

assistant: 24.16 就任何人士根據本條前文所載有關傳轉股份的條文有權成爲股東或任何人士根據該等條文有權轉讓該等股份而言，董事會可保留有關股份的任何股息或其他應付款項，直至有關人士就該等股份成爲股東或轉讓該等股份爲止。
user: Please translate the following sentence from English to Chinese: Article 208 Supervisors shall ensure that the information disclosed by the Company is true, accurate and complete.

assistant: 第二百〇八條監事應當保證公司披露的信息真實、準確、完整。
user: Please translate the following sentence from English to Chinese: Article 68 On a poll taken at a meeting, a shareholder (including a proxy) entitled to two or more votes need not cast all his votes in favor of or against the relevant resolution.

assistant: 第六十八條在投票表決時，有兩票或者兩票以上的表決權的股東（包括股東代理人），不必把所有表決權全部投贊成票或者反對票。
user: Please translate the following sentence from English to Chinese: (1) by making an offer for the repurchase of shares to all its shareholders on a pro-rata basis;

assistant: （一）向全體股東按照相同比例發出購回要約；
user: Please translate the following sentence from English to Chinese: The receiving agents shall receive on behalf of such shareholders dividends declared and all other monies owing by the Company in respect of such shares.

assistant: 收款代理人應當代有關股東收取公司就境外上市外資股股份分配的股利及其他應付的款項。
user: Please translate the following sentence from English to Chinese: (4) Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force at the date of adoption of these Articles, and except as permitted under the Law, the Company shall not directly or indirectly:

assistant: (4) 除於本章程細則採納日期有效的《公司條例》（香港法例第 32 章）第 157H 條准許者外（如本公司爲在香港註冊成立的公司）及除《公司法》准許者外，本公司不得直接或間接：
user: Please translate the following sentence from English to Chinese: (III) determining the Company’s business and investment plans;

assistant: （三）決定公司的經營計劃和投資方案；
user: Please translate the following sentence from English to Chinese: 48. Any share so forfeited shall be deemed to be the property of the Company, and may be sold, reallotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposal the forfeiture may be cancelled on such terms as the Directors think fit.

assistant: 48 任何被如此沒收之股份應被視爲本公司之財產，可按董事認爲合適之條款及方式出售或處置； 而在出售或處置該股份前之任何時間，董事可按其認爲合適之條款取消該項沒收。
user: Please translate the following sentence from English to Chinese: “Statutes” means the Act and all other legislation of the legislature of Bermuda for the time being in force concerning or affecting the Company, the Memorandum of Association and/or the Bye-laws;

assistant: 「法規」指公司法及百慕達立法機關現時生效有關或影響本公司、其組織章程大綱及／或本細則之任何其他法規；
user: Please translate the following sentence from English to Chinese: 4. The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to:

assistant: 4. 本公司可不時依照法例通過普通決議案變更其組織章程大綱的條件，以：
user: Please translate the following sentence from English to Chinese: (2) plans formulated by the Board for distribution of profits and for making up losses;

assistant: （二）董事會擬訂的利潤分配方案和虧損彌補方案；
user: Please translate the following sentence from English to Chinese: (3) allocation to the discretionary reserve fund as approved by resolution of the general meeting of shareholders;

assistant: （三）經股東大會決議，提取任意公積金；
user: Please translate the following sentence from English to Chinese: (II) any natural person shareholders who directly or indirectly hold 1% or more of issued shares of the Company or who are among the top ten shareholders of the Company, and their respective immediate family members;

assistant: （二）直接或間接持有公司已發行股份%以上或者是公司前十名股東中的自然人股東及其直系親屬；
user: Please translate the following sentence from English to Chinese: The particulars to be set out in the share certificates of the Bank shall include those stipulated in the Company Law of PRC and other particulars which are required to be included by the stock exchange on which the shares of the Bank are listed.

assistant: 本行股票應當載明的事項，除《公司法》規定的外，還應當�括本行股票上市地的證券交易所要求載明的其他事項。
user: Please translate the following sentence from English to Chinese: (a) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Bye-law) maintain in accordance with the provisions of this Bye-law a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub- paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;

assistant: (a) 由有關行爲或交易日期起，本公司須根據本條之條文設立及其後（在符合本條所訂定之條文下）維持一項儲備（「認購權儲備」），其金額無論何時均不得少於當時須資本化及用於全數繳足因全數行使所有未行使認購權而須根據下文(c)分段發行及配發之入賬列作全數繳足額外面額股份之款額，並須於配發有關額外股份時將認購權儲備用於繳足該等股份；
user: Please translate the following sentence from English to Chinese: (n) all forms of engineering;

assistant: (n) 各類工程；
user: Please translate the following sentence from English to Chinese: Article 196 The Company shall enter into agreements with the senior management officers in respect of their terms of office, performance appraisal, remunerations, dismissal, the rights and obligations of both parties and liabilities for contractual breach, etc.

assistant: 第一百九十六條公司應當與高級管理人員就任期、績效考覈、薪酬待遇、解聘事由、雙方的權利義務及違約責任等事項進行約定。
user: Please translate the following sentence from English to Chinese: 24. to establish agencies and branches;

assistant: 24. 設立代理及分支機構；
user: Please translate the following sentence from English to Chinese: Clause 15 of the Mandatory

assistant: 《必備條款》第15條
user: Please translate the following sentence from English to Chinese: The directors to resign shall submit to the Board a written report in relation to their resignation.

assistant: 董事辭職應當向董事會提交書面辭職報告。
user: Please translate the following sentence from English to Chinese: 4.3 To acquire by purchase, lease, exchange, or otherwise lands, houses, buildings and other property or any interest in the same in any part of the world.

assistant: 4.3 在世界任何地方以購買、租賃、交換或其他方式獲得土地、房屋、建築物或其他產權/財產或當中的任何權益/利益。
user: Please translate the following sentence from English to Chinese: 51 29 AUDIT .

assistant: 51 29 審計 .
user: Please translate the following sentence from English to Chinese: (XIV) to hear the work report of general manager of the Company and to inspect the work of the general manager;

assistant: (十四) 聽取公司總經理的工作彙報並檢查總經理的工作；
user: Please translate the following sentence from English to Chinese: A Director may:

assistant: 董事可：
user: Please translate the following sentence from English to Chinese: (f) A company shall be deemed to be a company in which a Director and/or his Associate(s) own(s) 5 per cent. or more if and so long as (but only if and so long as) he and/or his Associate(s) is/are (either directly or indirectly) the holder(s) of or beneficially interested in 5 per cent. or more of any class of the equity share capital of such company (or of any third company through which his interest or that of any of his Associates is derived) or of the voting rights available to members of such company.

assistant: (f) 只要董事及╱或他的聯繫人士（直接或間接）持有（或通過某該董事及╱或他的聯繫人士取得權益的第三公司持有）任何公司）的總共實益5%或以上任何類別的股本或該公司成員享有的投票權，該公司應視爲董事及╱或他的聯繫人士總共實益擁有5%或以上股份的公司。
user: Please translate the following sentence from English to Chinese: (IV) payment of dividends on ordinary shares.

assistant: （四）支付普通股股利。
user: Please translate the following sentence from English to Chinese: Article 213 The Supervisory Committee shall file resolutions passed at the meeting as minutes, which shall be signed by the attending supervisors and the recorder. Any Supervisor shall be entitled to have an explanatory note made in the minutes regarding his speech at the meeting.

assistant: 第二百一十三條監事會應當將所議事項的決定做成會議記錄，出席會議的監事和記錄人應當在會議記錄上簽名。
user: Please translate the following sentence from English to Chinese: For the purpose of the preceding Paragraph, contracts of share repurchase shall include (but not limited to) the agreements whereby the obligation to repurchase shares is undertaken and the right to repurchase shares is acquired.

assistant: 前款所稱購回股份的合同, 包括(但不限於)同意承擔購回股份的義務和取得購回股份權利的協議。
user: Please translate the following sentence from English to Chinese: (a) in the case of a meeting called as the annual general meeting, by all the Members entitled to attend and vote thereat;

assistant: (a) 倘召開股東周年大會，經所有有權出席會議並在會上投票之股東同意；
user: Please translate the following sentence from English to Chinese: (2) Subject to the Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board.

assistant: (2) 在本細則及公司法規限下，本公司可通過普通決議選出任何人士出任董事，以填補董事會臨時空缺或作爲現有董事會新增成員。
user: Please translate the following sentence from English to Chinese: After the above changes, the ownership of the Company is as follows;

assistant: 上述股權變動後，公司股權結構變更爲：
user: Please translate the following sentence from English to Chinese: (iv) the shares concerned are free of any lien in favour of the Company;

assistant: (iv) 股份並不附有以本公司爲受益人的留置權；
user: Please translate the following sentence from English to Chinese: Article 27 The meeting of Supervisors shall, in principle, be held on site.

assistant: 第二十七條監事會會議以現場召開爲原則。
user: Please translate the following sentence from English to Chinese: (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded;

assistant: (iii) 選擇權利可就獲給予選擇權利的該部份股息的全部或部份行使；
user: Please translate the following sentence from English to Chinese: The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

assistant: 董事會並可不時按其認爲合適的條款委任一名或以上助理或副祕書。
user: Please translate the following sentence from English to Chinese: 49. Without limiting the generality of the last preceding Bye-law, the Board may decline to recognise any instrument of transfer unless:

assistant: 49. 在不限制上一條細則的一般性原則下，董事會可拒絕確認任何轉讓文件，除非：
user: Please translate the following sentence from English to Chinese: 2. After payment of reasonable fees, obtain the right to inquire and photocopy:

assistant: 2. 在繳付了合理費用後有權查閱和複印：
user: Please translate the following sentence from English to Chinese: No change in the Register after that time shall invalidate that service or delivery.

assistant: 該日之後股東名冊上若有任何變動，也概不使該送達或交付無效。
user: Please translate the following sentence from English to Chinese: (4) the Company proposes to change any of its legal representative, the chairman of the board, the chairman of the supervisory committee or the General Manager (President);

assistant: （四）擬更換法定代表人、董事長、監事會主席或者總經理（總裁）；
user: Please translate the following sentence from English to Chinese: 18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out‐of‐pocket expenses as the Board from time to time determines.

assistant: 18. 對於擁有股份者，作爲已登記的股東，應有權免費獲得一類股票、或幾份證明，每一份證明都是在已經付了合理的首期現款後，經過董事會決定用於證明出資情況的。
user: Please translate the following sentence from English to Chinese: and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

assistant: 及(3)本細則中有關銷燬任何文件的提述包括以任何方式處置文件的提述。
user: Please translate the following sentence from English to Chinese: review the significant findings of reports to management prepared by the internal audit department and management’s response thereto;

assistant: 審查稽覈部門向管理層提交的稽覈報告的重要發現以及管理層的有關回應；
user: Please translate the following sentence from English to Chinese: (1) No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

assistant: (1) 除非董事會另有決定，否則於股東已正式登記及已就該等股份向本公司支付目前應付的所有催繳或其他款項前，概無權出席任何股東大會並於會上表決及計入大會法定人數。
user: Please translate the following sentence from English to Chinese: Where the Supervisory Committee or Shareholders decide(s) to convene an extraordinary general meeting on their own, they shall notify the Board in writing and file the same with the dispatched office of the CSRC at the locality of the Company and the stock exchange.

assistant: 監事會或股東決定自行召集股東大會的，須書面通知董事會，同時向公司所在地中國證監會派出機構和證券交易所備案。
user: Please translate the following sentence from English to Chinese: For the purposes of this Bye-law any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

assistant: 就本條章程細則而言，按股份發行條款須於沒收日期後之指定時間支付之任何款項，無論是作爲股份面值或溢價，即使尚未達到該指定時間，仍視爲於沒收日期應付，並於沒收時到期應付，惟只須就上述指定時間至實際付款日期止期間支付利息。
user: Please translate the following sentence from English to Chinese: shall have the meaning attributed to it in the rules of the Designated Stock Exchange.

assistant: 指具指定證券交易所規則所賦予其之涵義。
user: Please translate the following sentence from English to Chinese: (b) Subject to the provisions of the Companies Ordinance, if the Board considers it necessary or appropriate, the Company may establish and maintain a branch register of members at such location outside Hong Kong as the Board thinks fit.

assistant: (b) 除公司條例另有規定外，如董事會認爲需要及恰當，本公司可於董事會認爲適合之香港以外地點設立股東名冊分冊。