billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (iii) any transaction, contract or arrangement by a Director or any of his associates or any entity connected with him to subscribe for shares, debentures or other securities of the Company issued or to be issued pursuant to any offer or invitation to members or debenture holders of the Company or any class thereof or to the public or any section thereof and does not provide in respect of any Director or any of his associates or any entity connected with him as such any privilege or advantage not accorded to any other members or debenture holders of the Company or any class thereof or to the public or any section thereof;

assistant: (iii) 董事或其任何聯繫人或與董事有關連的任何實體根據任何向本公司股東或債權證持有人或其任何類別的持有人或公衆或其任何該等部分人士提呈之要約或認購邀請，認購股份、債權證或其他證券，而有關之任何交易、合約及安排並無向任何董事或其任何聯繫人或與董事有關連的任何實體提供本公司任何其他股東或債權證持有人或其任何類別的持有人或公衆或其任何該等部分人士所沒享有之任何特權或利益；
user: Please translate the following sentence from English to Chinese: and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;

assistant: 而在證明送達或交付時，由祕書或本公司其他高級職員或董事會指定的其他人士簽署的證明書，表明該送達、交付、發送或傳輸的行爲及時間，即爲確實的證據；
user: Please translate the following sentence from English to Chinese: Domestic shareholder who lost his share certificate may apply for the issue of new share certificate in accordance with relevant provisions of the Company Law.

assistant: 內資股股東遺失股票，申請補發的，依照《公司法》有關規定處理。
user: Please translate the following sentence from English to Chinese: (4) Financial situation specification;

assistant: （4）財務情況說明書；
user: Please translate the following sentence from English to Chinese: the same price shall be paid for each share subscribed for by any entities or individuals.

assistant: 任何單位或者個人所認購的股份，每股應當支付相同價額。
user: Please translate the following sentence from English to Chinese: A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that, where more than one proxy is appointed by an Ordinary Shareholder which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands.

assistant: 任何提呈大會表決的決議案將以投票方式表決，惟大會主席可真誠准許就純粹與程序或行政事宜有關的決議案以舉手方式表決，在該情況下，每位親身出席之股東或（如股東爲公司）其正式授權的代表或其受委代表均可投一票，倘超過一位獲普通股股東委任的受委代表爲結算所（或其代理人），每位受委代表將在舉手表決時可投一票。
user: Please translate the following sentence from English to Chinese: (2) the duration of the meeting;

assistant: （二）會議期限；
user: Please translate the following sentence from English to Chinese: Article 25 Unless otherwise provided by laws and administrative regulations or required by the China Banking Regulatory Commission, the Bank’s shares may be transferred according to law free of any encumbrances.

assistant: 第二十五條除法律、行政法規另有規定或中國銀行業監督管理委員會另有要求外，本行股份可以依法轉讓，並不附帶任何留置權。
user: Please translate the following sentence from English to Chinese: 4) other situations provided by law and administrative regulations.

assistant: (四) 法律、行政法規許可的其它情況。
user: Please translate the following sentence from English to Chinese: ROTATION, RETIREMENT AND REMOVAL OF DIRECTORS

assistant: 董事的輪換、退任及罷免
user: Please translate the following sentence from English to Chinese: Any Director so appointed shall be subject to retirement by rotation pursuant to Article 108.

assistant: 以此方式獲委任之任何董事須在不牴觸第108條規限下輪任。
user: Please translate the following sentence from English to Chinese: Unless required otherwise by the Listing Rules, a resolution in writing signed by each and every one of the Directors (or their respective alternates pursuant to Article 16.9) shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held and may consist of several documents in like form each signed by one or mote of the Directors or alternate Directors.

assistant: 除非上市規則另有規定，經由所有董事（或根據章程細則第16.9條，彼等各自的替任董事）簽署的書面決議案將爲有效及具效力，猶如該決議案已於正式召開的董事會會議上通過。 該決議案可由數份相同形式的文件組成，且每份文件均由一名或多名董事或替任董事簽署。
user: Please translate the following sentence from English to Chinese: The external directors shall have sufficient time and necessary knowledge and ability to perform their duties.

assistant: 外部董事應有足夠的時間和必要的知識能力以履行其職責。
user: Please translate the following sentence from English to Chinese: (1) a resolution for the amending the Articles of Association and related draft amendment is adopted by the Board of Directors in accordance with the Articles of Association;

assistant: (1) 由董事會依照本章程的規定通過決議，建議股東大會修改本 章程並擬定修改本章程之草案；
user: Please translate the following sentence from English to Chinese: Article 156 Independent directors shall give statements to the Board of Directors before they take up the office, ensuring that they have enough time and energy to perform their duties and undertaking that they will perform duties of diligence.

assistant: 第一百五十六條　獨立董事在就職前應當向董事會發表申明，保證其有足夠的時間和精力履行職責，並承諾勤勉盡職。
user: Please translate the following sentence from English to Chinese: (1) where the shares bought back were issued at their par value, the amount shall be deducted from the book balance of distributable profit;

assistant: （1）購回的股份是以面值價格發行的，從公司的可分配利\n 潤帳面餘額中減除；
user: Please translate the following sentence from English to Chinese: 7. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

assistant: 7. 各股東承擔的責任以其不時所持股份的未繳款項爲限。
user: Please translate the following sentence from English to Chinese: (2) names of the chairman of the meeting and the director(s), supervisor(s), member(s) of senior management and other persons attending or present at the meeting;

assistant: （二）大會主席以及出席或列席會議的董事、監事、高級管理人員及其他人員姓名；
user: Please translate the following sentence from English to Chinese: Where the Bank is dissolved, the Bank shall apply for cancelling its registration in accordance with law.

assistant: 本行解散的，依法辦理本行註銷登記；
user: Please translate the following sentence from English to Chinese: (7) to formulate plans for significant acquisitions or disposals, or the merger, division, change of corporate form or dissolution of the Company;

assistant: （七）制訂公司的重大收購或出售方案以及公司合併、分立、變更公司形式、 解散的方案；
user: Please translate the following sentence from English to Chinese: Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

assistant: 此審計人員可以爲公司成員，但公司董事、高級管理人員或員工在任職期間無資格擔任公司審計。
user: Please translate the following sentence from English to Chinese: HKC (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability) RESOLUTION Passed on the 21st day of December, 2006 At the Special General Meeting of the shareholders of the Company held at Rooms 801-2, East Ocean Centre, 98 Granville Road, Kowloon, Hong Kong on Thursday, 21 December 2006 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as ordinary resolution:

assistant: HKC (HOLDINGS) LIMITED 香港建設（控股）有限公司 （於百慕達註冊而成立之有限公司） 決議案 於二零零六年十二月二十一日通過 於本公司在二零零六年十二月二十一日星期四上午十一時正假座香港九龍加連威老道98號東海商業中心801-2室舉行的本公司股東特別大會上，以考慮及酌情通過下列提呈爲普通決議案之決議案：
user: Please translate the following sentence from English to Chinese: When a director concurrently acts as the Board Secretary and one conduct shall be performed by the director and the Board Secretary respectively, the person acting as the director and the Board Secretary simultaneously shall not perform such conduct in both names.

assistant: 當公司董事會祕書由董事兼任時，如某一行爲應由董事及公司董事會祕書分別做出，則該兼任董事及公司董事會祕書的人不得以雙重身份做出。
user: Please translate the following sentence from English to Chinese: (B) The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last reelected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

assistant: (B) 輪值退任的董事包括（就達到所規定數目而言屬必需）願意退任且不再膺選連任的任何董事。 據此須退任的任何其他董事爲上次連任或獲委任以來任期最長的董事，但若多名董事均於同一日出任或獲選連任董事，則以抽籤決定須告退的董事名單（除非彼等之間另有協定）。
user: Please translate the following sentence from English to Chinese: (i) by at least three shareholders present in person or in the case of a shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting;

assistant: (i) 至少三名親身（或如股東爲法團，由其正式授權的代表）或由受委代表出席，並有權於會上投票的股東；
user: Please translate the following sentence from English to Chinese: If a director is connected to the enterprise related to the matters resolved by the Board meeting, he or she shall not exercise his or her voting right on such resolution nor shall he or she represent other directors to exercise their voting rights.

assistant: 董事與董事會會議決議事項所涉及的企業有關聯關係的,不得對該項決議行使表決權，也不得代理其他董事行使表決權。
user: Please translate the following sentence from English to Chinese: The business scope of the Company is subject to the same being approved by the industry and commerce administration authorities.

assistant: 公司的經營範圍以工商行政管理機關覈准的經營範圍爲準。
user: Please translate the following sentence from English to Chinese: (2) to supervise the directors and senior officers in relation to their performance of duties of the Company and to propose removal of a director or a senior officer who has contravened any law, administrative regulation, these Articles of Association or resolutions passed at a general meeting of shareholders;

assistant: （一）檢查公司的財務； （二）對董事、高級管理人員執行公司職務的行爲進行監督,對違反法律、行政法規、本章程或者股東大會決議的董事、高級管理人員提出罷免的建議；
user: Please translate the following sentence from English to Chinese: Article 55 The ordinary shareholders of the Company shall be entitled to the following rights:

assistant: 第五十五條公司普通股股東享有下列權利：
user: Please translate the following sentence from English to Chinese: (3) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

assistant: (3) 本公司可在董事會推薦下透過普通決議案就本公司任何特定股息配發入賬列作繳足的股份作爲派發全部股息（儘管存在本條章程細則第(1)段的規定），而毋須給予股東選擇收取現金股息以代替配發股份的權利
user: Please translate the following sentence from English to Chinese: The authorisation document shall set out the scope of the authorisation.

assistant: 委任書中應當載明授權範圍。
user: Please translate the following sentence from English to Chinese: Chairman of the Supervisory Committee becomes unable to or will not perform the duty, by a supervisor that is elected by more than half of the supervisors.

assistant: 監事會主席不能履行職務或者不履行職務的，由過半數監事共同推舉一名監事召集和主持監事會會議。
user: Please translate the following sentence from English to Chinese: Directors:

assistant: 董事：
user: Please translate the following sentence from English to Chinese: 8. Powers of the Company See attached.

assistant: 8. 本公司權力 見附件。
user: Please translate the following sentence from English to Chinese: The scope of business of the Company includes mining, processing, smelting, deep-processing and exploration of mineral resources;

assistant: 礦產資源的採選、冶煉、深加工及勘探；
user: Please translate the following sentence from English to Chinese: (e) The chairperson of a meeting may require any person purporting to act as a proxy or representative to establish to the satisfaction of the chairperson that the person has been validly appointed as a proxy or representative and is the person named in the relevant instrument of appointment, failing which the person may be excluded from attending or voting at the meeting.

assistant: (e) 大會主席可要求宣稱作爲代理或代表行事之任何人士，按主席之要求，證明該人士乃獲妥當委任爲一名代理或代表且爲相關委任文件所列之人士，倘不能如此證明，則可不允許該人士出席大會或於大會上投票。
user: Please translate the following sentence from English to Chinese: Where share warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed and has received an indemnity in satisfactory form with regard to the issue of any such new warrant.

assistant: 認股權證一經發行予持有人，概不會發行任何新認股權證以替代已遺失者，惟董事會合理信納舊有之認股權證已損毀且已就發行任何有關新認股權證收取適當彌償者除外。
user: Please translate the following sentence from English to Chinese: Directors shall attend at least two-thirds of the Board meetings in person each year.

assistant: 董事應當每年親自出席至少 2/3 以上的董事會會議。
user: Please translate the following sentence from English to Chinese: The original register of shareholders of Overseas-Listed H Shares listed on the Hong Kong Stock Exchange shall be maintained in Hong Kong.

assistant: 在香港聯交所上市的境外上市 H 股股東名冊正本的存放地爲香港。
user: Please translate the following sentence from English to Chinese: The Board, independent Directors and the shareholders of the Company satisfying relevant requirements may publicly solicit voting rights of shareholders.

assistant: 公司董事會、獨立董事和符合相關規定條件的股東可以公開徵集股東投票權。
user: Please translate the following sentence from English to Chinese: The redemption price of offshore preference shares will be an amount equal to the issue price plus the amount of dividend declared but unpaid for the then current period.

assistant: 境外優先股的贖回價格爲發行價格加當期已宣告但尚未支付的股息。
user: Please translate the following sentence from English to Chinese: The register shall not be closed for more than thirty days in any year.

assistant: 於任何年度暫停辦理登記的期間不可多於三十日。
user: Please translate the following sentence from English to Chinese: The supervisory committee shall announce the reason if its meetings cannot be held as convened.

assistant: 監事會會議因故不能如期召開，應公告說明原因。
user: Please translate the following sentence from English to Chinese: (iii) any changes of the name;

assistant: （三）變更名稱；
user: Please translate the following sentence from English to Chinese: (c) Where the Company purchases for redemption a redeemable Share, purchases not made through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all Shareholders alike.

assistant: (c) 當本公司購回可贖回股份時，如非經市場或以招摽方式購回，則其股份購回的價格必須限定在某一最高價格；
user: Please translate the following sentence from English to Chinese: Article 179. If the position of accounting firm becomes vacant, the board of directors may appoint an accounting firm to fill such vacancy before a shareholders’ general meeting is held.

assistant: 第一百七十九條如果會計師事務所職位出現空缺，董事會在股東大會召開前，可以委任會計事務所填補該空缺。
user: Please translate the following sentence from English to Chinese: 1. In these Bye-laws, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

assistant: 1. 於本公司細則中，除文義另有所指外，下列第一欄所載之詞彙具有第二欄所載各自對應之涵義：
user: Please translate the following sentence from English to Chinese: Article 135 Directors may resign before expiry of their terms of office.

assistant: 第一百三十五條董事可以在任期屆滿以前提出辭職。
user: Please translate the following sentence from English to Chinese: 37. Notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for:

assistant: 37. 不論本細則載有的任何其他條文，本公司或董事可釐定任何日期爲紀錄日期，以：
user: Please translate the following sentence from English to Chinese: Article 264 The Bank needs not allocate further amounts if the accumulated amount of the statutory surplus reserve is over 50% of its registered capital.

assistant: 第二百六十四條本行法定盈餘公積金累計額爲本行註冊資本的0%以上的，可以不再提取。
user: Please translate the following sentence from English to Chinese: In the event the board of directors disagrees to convene the extraordinary general meeting, they shall explain the reasons and make an announcement.

assistant: 董事會不同意召開臨時股東大會的，將說明理由並公告。
user: Please translate the following sentence from English to Chinese: (5) Where arrangements are under consideration concerning the appointment (including the arrangement or variation of the terms thereof, or the termination thereof) of two or more Directors to ofﬁces or places of proﬁt with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in such case each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment (or the arrangement or variation of the terms thereof, or the termination thereof) and except (in the case of an ofﬁce or place of proﬁt with any such other company as aforesaid) where the other company is a company in which the Director together with any of his associates own 5 per cent. or more (as deﬁned in paragraph (9) of this Article).

assistant: (5) 倘董事會正考慮作出委聘兩位或以上董事擔任本公司或本公司持有權益之任何其他公司之任何職位或獲利崗位之安排（包括安排或更改相關委任條款或終止委聘），各有關董事之決議案必須分別提呈。 在該情況下，除決議案與該董事之委聘（或安排或更改相關委任條款或終止委聘）有關，以及除（在前述出任任何該等其他公司之職位或獲利崗位之情況下）其他公司爲一間由董事及其任何聯繫人士合共持有5%或以上權益（定義見本細則第(9)段）之公司外，各有關董事均可就各決議案投票（並會計入法定人數）。
user: Please translate the following sentence from English to Chinese: (j) a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Bye-laws or the Statutes;

assistant: (j) 特別決議案就任何根據此等公司細則或法規的任何條文表明須通過普通決議案進行的目的而言均爲有效；
user: Please translate the following sentence from English to Chinese: In the absence of violation of the mandatory provisions under the relevant laws, regulations, normative documents and listing rules of the place(s) in which the shares of the Company are listed, the general meeting may authorize or entrust the Board to deal with matters so authorized or entrusted.

assistant: 在不違反中國相關法律、法規、規範性文件及上市地上市規則強制性規定的情況下，股東大會可以授權或委託董事會辦理其授權或委託辦理的事項。
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 with the addition of the words “Securities Seal” on its face or in such other form as the Board may approve.

assistant: 就在創設或證明本公司所發行的證券上蓋章而言，本公司可擁有一枚證券章，其應爲於印章表面上加有「證券章」字樣或以董事會所批准的該等其他形式的印章複製品。
user: Please translate the following sentence from English to Chinese: and (c) any holder of shares of the class present in person or by proxy may demand a poll.

assistant: 及 (c) 任何親身或委派代表出席之該類別股份持有人均可要求進行投票表決。
user: Please translate the following sentence from English to Chinese: (C) The retiring Directors shall be eligible for re-election.

assistant: (C) 退任董事具備資格膺選連任。
user: Please translate the following sentence from English to Chinese: principal associates means siblings, father- or mother-in-law, daughter-or son-in-law, spouse of siblings, siblings of spouse, etc.

assistant: 主要社會關係是指兄弟姐妹、岳父母、兒媳女婿、兄弟姐妹的配偶、配偶的兄弟姐妹等）；
user: Please translate the following sentence from English to Chinese: A director shall be taken to have failed to perform his duties if he misses or fails to appoint any other directors to attend on his behalf two consecutive meetings of the board of directors. The board of directors may propose the removal of such director at a shareholders’ general meeting.

assistant: 董事連續兩次未能親自出席，也不委託其他董事出席董事會會議，視爲不能履行職責，董事會可以建議股東大會予以撤換。
user: Please translate the following sentence from English to Chinese: (2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

assistant: (2) 如本公司知悉指定證券交易所規則要求任何股東不得就任何特定決議投票表決，或僅限於對任何特定決議投票表決，股東或其代表違反該要求或限制而作出的任何投票表決不得被計數。
user: Please translate the following sentence from English to Chinese: Notwithstanding anything contained therein, for Article 66 (16), (17) and (18), in the event that any transactions or guarantees and their approval procedures are subject to the requirements of the listing rules of the stock exchange where the Company is listed, those transactions or guarantees shall comply with such requirements.

assistant: 儘管本文載有任何之規定，就第 66 條 (16), (17) 及(18)而言, 任何需遵守公司股票上市所在地交易所之上市規則的交易或擔保及其審批程序, 該項交易及擔保均需遵守該等要求。
user: Please translate the following sentence from English to Chinese: 2. The registered office will be situate at the offices of Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands or at such other place in the Cayman Islands as the Directors may from time to time decide.

assistant: 2. 註冊辦事處位於 Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands，或董事不時釐定的開曼羣島的其他地點。
user: Please translate the following sentence from English to Chinese: No transfer of the shares registered in any part of the register shall, during the existence of that registration, be registered in any other part of the register of shareholders.

assistant: 在股東名冊某一部分註冊的股份的轉讓，在該股份註冊存續期間不得註冊到股東名冊的其他部分。
user: Please translate the following sentence from English to Chinese: (a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

assistant: (a) 已就股份轉讓向本公司支付指定證券交易所規定須支付的最高款額或董事會可不時規定的較低款額的費用；
user: Please translate the following sentence from English to Chinese: (1) offering new shares to non-specific investors;

assistant: （一）向非特定投資人募集新股；
user: Please translate the following sentence from English to Chinese: 3.07 Adjournment The chairman of a meeting may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place subject to such notice requirements, if any, as may be imposed by the Act.

assistant: 3.07 續會 會議主席可在會議同意及符合會議可能決定的有關條件的情況下不時及在任何地點舉行續會，惟須受公司法可能施加的有關通告規定（如有）限制。
user: Please translate the following sentence from English to Chinese: (9) shall not damage the interests of the Company by taking advantage of their connections with the Company;

assistant: （九）不得利用其關聯關係損害公司利益；
user: Please translate the following sentence from English to Chinese: (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;

assistant: (b) 其被視爲在於通知日期之後與與其相關的指定人士訂立的任何合約或安排中享有權益；
user: Please translate the following sentence from English to Chinese: (E) The Directors may on any occasion determine that rights of election and the allotment of shares under paragraph (A) of this Article shall not be made available or made to any members with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of shares would or might be unlawful and in such event the provisions aforesaid shall be read and construed subject to such determination.

assistant: (E) 如在未有登記聲明或其他特別手續的情況下於任何地區提呈本細則第 (A) 段下的選擇權利及股份配發將會或可能屬違法或不可行，則董事可於任何情況下決定不向登記地址處於該地區的股東提供或作出該等選擇權利及股份配發，而在此情況下，上述規定須按此決定理解及詮釋。
user: Please translate the following sentence from English to Chinese: The Board may authorise any person to enter into, on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

assistant: 董事會在適當時可全權訂立規則，處理零碎股份（包括規定彙集及出售所有及部分零散權益，並派發淨收入予有權擁有者，或不理會或使其整數化，或規定零散權益的利益屬本公司所有而不屬有關股東），董事會可授權任何人士代表所有有權益的股東與本公司簽訂協議，載明該資本化及有關的事項，又任何根據該授權而訂定的協議將視作有效及對所有有關人士具約束力。