billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: The Board shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and of the assets and liabilities of the Company and of all other matters required by the Companies Law necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions.

assistant: 董事會須安排保存真確賬目，記錄本公司收支款項、收支事項、本公司之資產及負須予保存之賬債、公司法所規定真實公平地反映本公司狀況及列明及解釋有關交易所需之一切其目他事項。
user: Please translate the following sentence from English to Chinese: 37 (a) Any sum which by the terms of allotment of a Share is made payable upon allotment or at any fixed Sums payable on allotment date, whether on account of the nominal value of the Share and/or by way of premium, shall for all deemed a call purposes of these Articles be deemed to be a call duly made and notified and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly made and notified.

assistant: 37 (a) 根據股份配發條款於股份配發時或於任何指定日期應繳付的任何款項，不論是作爲股份的面值及配發中的應繳款 項視爲催繳 ╱或溢價，爲施行本細則，均須被視爲妥爲作出催繳及已發出通知及須於指定繳款日期繳付，如 不繳付，本細則中所有關於支付利息及開支、沒收及類似事項的相關條文即告適用，猶如該款項 是憑藉一項妥爲作出催繳及已發出通知的股款催繳而已到期應繳付的款項一樣。
user: Please translate the following sentence from English to Chinese: (i) any act, omission, insolvency, liquidation or bankruptcy of Euro-clear Clearing System Limited or Clearstream Banking S.A. or any other recognised depositary or clearing system which may from time to time be approved by the Trustee and the Manager;

assistant: (i)Euro-clear Clearing System Limited 或 Clearstream Banking S.A. 或經受託人及經理人可能不時批准的任何其他認可託管或結算系統的任何作爲、缺漏、無力償債、清盤或破產；
user: Please translate the following sentence from English to Chinese: 13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

assistant: 13. 本公司可就發行任何股份行使公司法所賦予或許可的一切支付佣金及經紀佣金的權力。 在公司法的規限下，佣金可以支付現金或藉配發全部或部份繳付股份，或部份以一種方式而其餘以另一種方式支付。
user: Please translate the following sentence from English to Chinese: (1) Issuing new shares to the public; (2) Offering new shares to specific investors;

assistant: （一）公開發行新股（二）向對特定投資人募集新股；
user: Please translate the following sentence from English to Chinese: POWERS AND DUTIES OF THE BOARD

assistant: 董事會權力及職責
user: Please translate the following sentence from English to Chinese: Mandatory Provisions Article 161;

assistant: 《必備條款》第一百六十一條；
user: Please translate the following sentence from English to Chinese: Article 257 Before the convening of the shareholders’ general meeting, the Board may fill any casual vacancy in the office of the accounting firm by appointing other accounting firm but while there is still any such vacancy, the surviving or continuing accounting firm, if any, may continue to act.

assistant: 第二百五十七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，可委任會計師事務所填補該空缺。
user: Please translate the following sentence from English to Chinese: When shortfall in the number of directors does not exceed the requirement of "Company Law" or not less than two-third of the requirement of Articles of Association, any director appointed to fill a casual vacancy on the Board shall hold office until the next annual general meeting and have right for re-election.

assistant: 在蓋事缺額未超過{公司法}規定的人數或不少於本章程要求數額的一分之二時，任何被委任爲蓋事以填補蓋事會臨時空缺的人士的任期應至下屆股東周年大會爲止，且於其時有權重選連任。
user: Please translate the following sentence from English to Chinese: In proving such service it shall be served sufficient to prove that the letter, envelope or wrapper containing the notice or document was properly addressed and put into the post as prepaid mail. Any notice or document not sent by post but left by the Company at a registered address shall be deemed to have been served or delivered on the day it was so left. Any notice or document, if sent by electronic means (including through any relevant system), shall be deemed to have been given on the day following that on which the electronic communication was sent by or on behalf of the Company.

assistant: 任何並非郵寄但已由本公司送交登記地址的通知或文件，將視爲於送交當日已送交。 任何以電子方式（包括透過任何相關係統）送交的通知或文件，將視爲於本公司或代表本公司寄發電子通訊的翌日發出。
user: Please translate the following sentence from English to Chinese: 2. (1) In these Articles, 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: 2. (1) 在本細則中，除文義另有所指外，下表第一欄所列詞彙各自具有第二欄內旁邊所載涵義。
user: Please translate the following sentence from English to Chinese: Article 12 of Appendix 3 to the Listing Rules

assistant: 附錄三第 12 條
user: Please translate the following sentence from English to Chinese: The company should also mail the duplicate of the statement to each external listed foreign capital stockholder having the right to obtain the financial status report of company with postage paid.

assistant: 公司還應將陳述的副本以郵資已付的郵件寄給每個有權得到公司財務狀況報告的境外上市外資股股東，受件人地址以股東的名冊登記的地址爲準。
user: Please translate the following sentence from English to Chinese: If the inaugural meeting does not exercise its powers under the preceding paragraph, such powers shall be exercised by the board of directors.

assistant: 創立大會不行使前款規定的職權時，由董事會行使該職權。
user: Please translate the following sentence from English to Chinese: The board may allot equity securities or other relevant securities (as defined in Section 80 of the Companies Act 1985 in pursuance of that offer or agreement as if the prescribed period during which that offer or agreement was made had not expired.

assistant: 該要約或協議配發股本證券或其他相關證券（定義見一九八五年公司法第 80 條），猶如提出或訂立該要約或協議的規定期間並未屆滿。
user: Please translate the following sentence from English to Chinese: 2. the consideration of the transaction (including assumed liabilities and costs) accounts for 50% or more of the mostly audited net assets of the Company, with the absolute amount being more than RMB50,000,000;

assistant: （二）交易的成交金額（包括承擔的債務和費用）佔公司最近一期經審計淨資產的 50% 以上，且絕對金額超過人民幣 5,000 萬元；
user: Please translate the following sentence from English to Chinese: The following items shall be stated on the share certificate of the Company:

assistant: 公司股票應當載明下列主要事項：
user: Please translate the following sentence from English to Chinese: (I) Tender offer of any person to all the shareholders;

assistant: （一）任何人向全體股東提出收購要約；
user: Please translate the following sentence from English to Chinese: Article 217 The chairman and vice chairman of the Board of Directors, president and vice president and ofﬁcials responsible for ﬁnancial functions shall not serve concurrently as the chief ﬁnancial ofﬁcer.

assistant: 第二百一十七條財務總監不得由本行董事會正、副董事長，正、副行長或財務負責人兼任。
user: Please translate the following sentence from English to Chinese: If he shall elect to have his nominee registered he shall testify his election by executing in favour of his nominee a transfer of such share.

assistant: 倘該人士選擇以其代名人名義登記，則須以其代名人爲受益人將有關股份過戶以證實其選擇。
user: Please translate the following sentence from English to Chinese: (c) The Company and any of its subsidiaries shall be permitted to issue debt securities or convertible debt securities.

assistant: (c) 本公司及本公司的任何附屬公司可以發行債務證券或可轉換債務證券。
user: Please translate the following sentence from English to Chinese: (6) more than 2 independent directors propose to convene the meeting.

assistant: （六）2 名以上獨立董事提出召開時。
user: Please translate the following sentence from English to Chinese: The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

assistant: 董事會可自本公司派予股東有關任何股份的股息或其他款項中扣除該股東當時因催繳或其他原因應付予本公司的所有金額（如有）的款項。
user: Please translate the following sentence from English to Chinese: (ii) mail;

assistant: （二）以郵件方式送出；
user: Please translate the following sentence from English to Chinese: 5. statement of change in stockholders’ equities.

assistant: （五）股東權益變動表。
user: Please translate the following sentence from English to Chinese: A shareholder who intends to attend the class meeting shall deliver his written reply concerning attendance at the class meeting to the Company 20 days before the date of the class meeting (exclusive of the date of meeting).

assistant: 擬出席會議的股東，應當於會議召開 20日前（不包括會議日），將出席會議的書面回覆送達公司。
user: Please translate the following sentence from English to Chinese: (a) by the chairman of such meeting;

assistant: (a) 相關大會主席；
user: Please translate the following sentence from English to Chinese: the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.

assistant: 存置於開曼羣島或開曼羣島以外地區（由董事會不時釐定）的本公司股東總冊及（倘適用）任何分冊。
user: Please translate the following sentence from English to Chinese: (4) to propose the holding of extraordinary general meetings and, in the event that the Board fails to perform its duty of convening and presiding over a general meeting according to the law, to convene and preside over such a meeting in accordance with the laws;

assistant: （四）提議召開臨時股東大會，在董事會不履行法律規定的召集和主持股東大會職責時召集和主持股東大會；
user: Please translate the following sentence from English to Chinese: Article 230 Prior notice shall be given by the Company to the accounting firm in the event of removal or non-reappointment and the accounting firm is entitled to make representation at the shareholders’ general meeting.

assistant: 第二百三十條　本公司解聘或者不再續聘會計師事務所，應當事先通知會計師事務所，會計師事務所有權向股東大會陳述意見。
user: Please translate the following sentence from English to Chinese: and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

assistant: 但無須證明委任該董事的人士作出有關催繳，及任何其他事宜，但上述事宜的證明須爲債務的確證。
user: Please translate the following sentence from English to Chinese: (d) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of or terminating the appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not prohibited from voting under paragraph (c)) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

assistant: (d) 倘所考慮之建議涉及委任（包括釐定或修訂委任之條款或終止委任）2 名或以上董事爲本公司或其擁有權益之任何公司之高級人員或僱員，則該等建議須分開處理，並就個別董事而獨立考慮，而在此情況下，各有關董事（如 (c) 段並無禁止參與投票）可就有關本身委任者以外之各項決議案投票（並計入法定人數）。
user: Please translate the following sentence from English to Chinese: In respect of dividends distributed to shareholders, the Company, subject to the requirements of the relevant stock exchanges, has the power to forfeit unclaimed dividends but such power shall not be exercised until the expiration of relevant period.

assistant: 有關股東收取股息方面，公司在遵守有關證券交易所的規定的前提下，有權沒收無人認領的股息，而該權力在適用的有關時效期限屆滿前不得行使。
user: Please translate the following sentence from English to Chinese: (5) Inspecting and ensuring the timely reply of the Board to the management letter (or equivalent documents) submitted by external auditors to the senior management, and also inspecting any significant queries raised by external auditors on accounting records, financial accounts or monitoring system to the senior management and the responses from the senior management;

assistant: （五）檢查及確保董事會及時回應外部審計給予高級管理層的管理層建議書(或同等文件)，亦檢查外部審計就會議記錄、財務帳目或監控系統向高級管理層提出的任何重大疑問及高級管理層作出的回應；
user: Please translate the following sentence from English to Chinese: Notice shall be sent to the creditors within ten (10) days, and the relevant announcement shall be made on the newspapers within thirty (30) days, upon the Company resolved to reduce its registered capital.

assistant: 公司應當自作出減少註冊資本決議之日起十(10)日內通知債權人，並於三十(30)日內在報紙上公告。
user: Please translate the following sentence from English to Chinese: (8) to formulate and review (at least once a year) the standards for establishing the special committees under the Board and provide proposed amendments to the Board when appropriate;

assistant: （八）制訂、複覈（每年度至少一次）董事會下設各專門委員會的 建置標準，並適時向董事會提出修訂建議；
user: Please translate the following sentence from English to Chinese: A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on the same occasion provided that, if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

assistant: 如一名股東爲持有兩股或以上股份的持有人，則可委任一名以上受委代表出席大會並投票，惟如一名以上受委代表獲如此委任，委任應指明各獲委任代表所代表的股份數目和類別。
user: Please translate the following sentence from English to Chinese: (6) The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).

assistant: (6) 本公司可不時透過普通決議案增加或削減董事人數，惟董事人數不得少於兩(2)人。
user: Please translate the following sentence from English to Chinese: In performing his/her duties, a director, supervisor, manager and other senior management officer of the Company shall observe the fiduciary principle and shall not put himself/herself in a position where his/her personal interests and the obligations undertaken may conflict.

assistant: 公司董事、監事、經理和其他高級管理人員在履行職責時，必須遵守誠信原則，不應當置自己於自身的利益與承擔的義務可能發生衝突的處境。
user: Please translate the following sentence from English to Chinese: (3) a director, factory director or manager of a company or enterprise which entered into insolvent liquidation due to mismanagement, and who was personally liable for such insolvent liquidation and a period of three years, counting from the date of completion of its insolvent liquidation, has not elapsed;

assistant: (三) 擔任因經營管理理不不善破產清算的公司、企業的董事或者⼚廠⻓長、經理理，並對該公司或企業的破產負有個⼈人責任的，⾃自該公司、企業破產清算完結之日起未逾三年；
user: Please translate the following sentence from English to Chinese: Any debentures, debenture stock, bonds or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

assistant: 任何債權證、債權股證、債券或其他證券均可以折扣、溢價或其他條件發行，並附有贖回、放棄、提款、配發股份，出席本公司股東大會並在會上投票和任命董事等的特權。
user: Please translate the following sentence from English to Chinese: 5. A “Special Resolution” (as that term is defined in the Articles of Association of the Company) shall be required to alter the Memorandum of Association of the Company.

assistant: 5. 凡更改本公司組織章程大綱，均須通「過特別決議案」（定義見本公司之組織章程細則）批准，方可作實。
user: Please translate the following sentence from English to Chinese: (xii) varying or repealing the terms provided in this chapter.

assistant: （十二）修改或者廢除本章所規定的條款。
user: Please translate the following sentence from English to Chinese: The Company’s registered capital after the capital reduction may not be less than the minimum statutory amount.

assistant: 公司減少資本後的註冊資本，不得低於法定的最低限額。
user: Please translate the following sentence from English to Chinese: b) the Company has not during that time or before the expiry of the 12-year period referred to in Article 15.1(d) below received any indication of the whereabouts or existence of the member or person entitled to such Shares by death, bankruptcy or operation of law;

assistant: b) 本公司在上述期間或下文第 15.1(d) 條所述的十二年限期屆滿前，並無接獲有關該股東因死亡、破產或法例實施而有權享有該等部分的人士的所在地點或存在的任何消息；
user: Please translate the following sentence from English to Chinese: (3) to act as the Company’s contact person with securities regulatory bodies, be responsible for organizing, preparing and submitting documents required by such regulatory bodies, accepting, organizing and completing tasks delegated by such regulatory bodies;

assistant: （三）作爲公司與證券監管部門的聯絡人，負責組織準備和及時遞交監管部門所要求的文件，負責接受監管部門下達的有關任務並組織完成；
user: Please translate the following sentence from English to Chinese: Article 149 A board meeting shall be held only if more than half of the directors (including those who appoint other directors to attend the meeting on their behalf) are present.

assistant: 第一百四十九條董事會會議應當由過半數的董事（包括委託其他董事代爲出席的董事）出席方可舉行。
user: Please translate the following sentence from English to Chinese: to study and provide advices regarding the selection standard and procedure of Directors, President and other senior management members;

assistant: （一）研究董事、總裁及其他高級管理人員的選擇標準和程序並提出建議；
user: Please translate the following sentence from English to Chinese: The Directors may, before recommending any dividend, set aside out of the profits of the Reserves Company such sums as they think fit as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (including in the repurchase by the Company of its own securities or the giving of any financial assistance for the acquisition of its own securities) as the Directors may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company.

assistant: 在建議派付任何股息前，董事會可從本公司利潤中提撥其決定的款項作爲儲儲備備。 該款項將按董事會酌情決定用於應付本公司的索償或負債，或或然項目，或償付任何貸款資本，或支付股息，或任何其他本公司利潤可作出的適當用途，而在作用於上述用途前，可按相同酌情決定用於本公司業務或投資於董事會不時認爲合適的投資項目（包括投資於本公司回購自身證券或就購買自身股份給予任何財物資助），因此無須把構成儲備的投資與本公司任何其他投資分開或獨立處理。
user: Please translate the following sentence from English to Chinese: (3) a person acting in the capacity of a partner of a director, supervisor, general manager, financial controller or other officer of the Company or any person referred to in sub-paragraphs (1) and (2) above;

assistant: （三）公司董事、監事、總經理、財務總監和其他高級管理人員或者本條（一）、（二）項所述人員的合夥人；
user: Please translate the following sentence from English to Chinese: Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him.

assistant: 凡有權出席本公司會議並於會上表決之本公司成員，均有權委任另一人士爲代表，代其出席及表決。
user: Please translate the following sentence from English to Chinese: (3) placing new shares to existing shareholders;

assistant: （三）向現有股東配售新股；
user: Please translate the following sentence from English to Chinese: Any joint shareholder may sign the form of proxy. If there are more than one joint shareholder present in person or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholders.

assistant: 任何一位聯名股東均可簽署代表委任表格，惟若親自或委派代表出席的聯名股東多於一人，則由較優先的聯名股東所作出的表決，不論是親自或由代表作出的，須被接受爲代表其餘聯名股東的唯一表決。
user: Please translate the following sentence from English to Chinese: Where any shareholder is, under the applicable laws and regulations and listing rules of the stock exchange where the Company's shares are listed, required to abstain from voting on any particular resolution or restricted to voting only for (or only against) any particular resolution at any general meeting, any votes cast by such shareholder (or their proxies) in contravention of such requirement or restriction shall not be counted.

assistant: 根據適用的法律法規及公司股票上市的交易所的上市規則，凡任何股東須就某決議事項放棄表決權、或限制其任何股東只能投票支持（或反對）某決議事項，若有任何違反此項規定或限制的情況，則由該等股東或其代表投下的票數不得計算在內。
user: Please translate the following sentence from English to Chinese: (7) state clearly that a shareholder is entitled to attend and vote at the meeting, and to appoint one or more proxies to attend and vote on his behalf, and that a proxy need not be a shareholder;

assistant: （七）以明顯的文字說明，有權出席和表決的股東有權委任一位或者一位以上的股東代理人代爲出席和表決，而該股東代理人不必爲公司股東；
user: Please translate the following sentence from English to Chinese: The creditors are entitled to require the Company to settle its debts or provide guarantees in favour of such creditors for the settlement within 30 days after receipt of such notice or within 45 days after the first publication of the announcement in cases where the notice is not received.

assistant: 債權人自接到通知書之日起30日內，未接到通知書的自公告之日起45日內，有權要求公司清償債務或者提供相應的償債擔保。
user: Please translate the following sentence from English to Chinese: Guidelines Article 115 and Article 116;

assistant: 《章程指引》第一百一十五條和第一百一十六條；
user: Please translate the following sentence from English to Chinese: (2) A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

assistant: (2) 因股東身故、精神紊亂或破產而享有股份權利的人士，本公司可藉在預付郵資的信函、信封或封套上註明其爲收件人而將通知郵寄給該人士，以身故者遺產代理人或破產者受託人的稱謂或類似稱謂而享有股份權利的人士，本公司可將通知寄交聲稱如上所述享有權利的人士就此目的所提供的地址（如有），或（直至獲提供地址前）藉如並無發生該身故、精神紊亂或破產時原來的方式發出通知。
user: Please translate the following sentence from English to Chinese: and it shall conclusively be presumed in favour of the Company that every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:

assistant: 並假定最終對本公司有利，每張遭銷燬之股票均爲有效之股票，並已作適當之註銷； 而每張遭銷燬之股份轉讓書均爲有效文件，並已作出適當登記，而每份遭銷燬之其他文件均爲有效文件，在本公司之賬冊目或記錄上已登記詳情，惟：
user: Please translate the following sentence from English to Chinese: It shall has a chairman served by an independent director.

assistant: 設主任一名，由獨立董事擔任。
user: Please translate the following sentence from English to Chinese: (i) decide on the business policies and investment plans of the Company;

assistant: （一）決定公司的經營方針和投資計劃；
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: 該日之後名冊若有任何變動，也概不使該送達或交付無效。
user: Please translate the following sentence from English to Chinese: 4) buying, selling and dealing in goods of all kinds;

assistant: 4) 購買、銷售及買賣各種貨物；
user: Please translate the following sentence from English to Chinese: Article 101. In the event that the general meeting adopts on-site voting and network voting:

assistant: 第一百零一條股東大會同時採用現場和網路表決時：
user: Please translate the following sentence from English to Chinese: *1. By Ordinary Resolutions passed on 29th December, 1972, each of the existing 1,000 Ordinary Shares of $100.00 each in the capital of the Company was sub-divided to 50 Shares of $2.00 each and the authorised share capital of the Company was increased from $100,000.00 to $400,000,000.00 by the creation of 199,950,000 shares of $2.00 each.

assistant: *1. 根據於一九七二年十二月二十九日通過的普通決議案，本公司股本中現有 1,000 股每股面值100.00港元之普通股每股被分拆爲50股每股面值2.00港元之股份，並藉增設199,950,000 股每股面值2.00港元之股份將本公司法定股本由100,000.00港元增至400,000,000.00港元。
user: Please translate the following sentence from English to Chinese: and (2) After the expiry of twelve years, the Company publishes an advertisement in the newspapers, indicating its intention to sell shares, and it shall notify the Stock Exchange of Hong Kong.

assistant: 及 (二) 公司於十二年屆滿後於報章上刊登廣告，說明其擬將股份出售的意向，幷知會香港聯交所。