billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (ii) a “de facto controller” means a person who is able to practically control the behaviour of the Company through investment relations, agreements or other arrangements, although the person is not a shareholder of the Company.

assistant: （二）實際控制人，是指雖不是公司的股東，但通過投資關係、協定或者其他安排，能夠實際支配公司行爲的人。
user: Please translate the following sentence from English to Chinese: Article 47. The Company may, in accordance with the mutual understanding and agreement between the Securities Supervisory and Regulatory Authority of the State Council and overseas securities regulatory organizations, maintain the register of shareholders of overseas-listed foreign-invested shares overseas and appoint overseas agent(s) to manage such share register.

assistant: 第四十七條公司可以依據國務院證券監督管理機構與境外證券監管機構達成的諒解、協議，將境外上市外資股股東名冊存放在境外，並委託境外代理機構管理。
user: Please translate the following sentence from English to Chinese: The Directors shall be elected or appointed in the first place at the statutory meeting of Members and thereafter at each annual general meeting of the Company and shall hold office until the next appointment of Directors or until their successors are elected or appointed.

assistant: 董事首先由股東法定會議選出或委任，其後於本公司各股東周年大會選出或委任，並任職至下次委任董事或至其繼任人獲選出或委任爲止。
user: Please translate the following sentence from English to Chinese: All other extraordinary general meetings may be called by not less than fourteen (14) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:

assistant: 所有其他股東特別大會鬚髮出不少於十四(14)個整日的通告，惟依據公司法，並經下列人士同意，召開股東大會的通知期可能較上述所規定者爲短：
user: Please translate the following sentence from English to Chinese: "special resolution" shall have the same meaning as ascribed thereto in the Law and shall include a unanimous written resolution of all members:

assistant: 「特別決議案」應與該法律中的意義一致且應包括全體股東表達一致意見的書面決議：
user: Please translate the following sentence from English to Chinese: 11. All unissued shares shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms as it in its absolute discretion thinks fit, but so that no shares shall be issued at a discount.

assistant: 11. 董事會有權處置所有未發行股份，董事會可全權決定按其認爲適當的時間、董事會有權代價及一般條款，向其認爲適當的人士要約、配發（不論是否賦予放棄處置的股份權）、授出購股權或以其他方式處置股份，惟任何股份不得以折讓方式發行。
user: Please translate the following sentence from English to Chinese: 3. The Office shall be at such place in Hong Kong as the Directors shall from time to time designate.

assistant: 3. 辦事處須爲董事不時指定的香港有關地點。
user: Please translate the following sentence from English to Chinese: (V) If the shares are transferred to joint holders, the number of joint holders shall not exceed four;

assistant: （五）如股份擬轉讓與聯名持有人，則聯名持有人之數目不得超過位；
user: Please translate the following sentence from English to Chinese: “the register” shall mean the Principal Register or any branch register to be kept pursuant to the provisions of Bye-law 15;

assistant: “登記冊＂指根據本細則第 15 條的條文所備存的股東登記冊總冊或股東登記冊分冊；
user: Please translate the following sentence from English to Chinese: Chapter 19 Labor Union\n

assistant: 第十九章 工會組織\n
user: Please translate the following sentence from English to Chinese: (1) the Company provides loans or guarantees for a loan to its subsidiaries;

assistant: （一）公司向其子公司提供貸款或者爲子公司提供貸款擔保；
user: Please translate the following sentence from English to Chinese: The remaining directors shall convene an extraordinary general meeting as early as possible to elect director and fill up the vacancy resulting from the said resignation.

assistant: 餘任董事會應當儘快召集臨時股東大會，選舉董事填補因董事辭職產生的空缺。
user: Please translate the following sentence from English to Chinese: (ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable, having regard to the provisions applicable under the terms and conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than their nominal value;

assistant: (ii) 假設該等認購權代表可按低於面值之價格認購股份之權利，則根據認股權證之條款及條件規定原應可行使之該等認購權所對應之股份面額；
user: Please translate the following sentence from English to Chinese: The announcement shall be exhibited at the premises of the stock exchange for a period of 90 days.

assistant: 公告在證券交易所內展示的期間爲 90 日。
user: Please translate the following sentence from English to Chinese: All dividends, distributions or bonuses unclaimed for six (6) years after having been declared may be forfeited by the Directors and shall revert to the Company.

assistant: 宣派後六(6)年仍未獲認領的所有股息、分派或紅利可由董事沒收，撥歸本公司所有。
user: Please translate the following sentence from English to Chinese: (2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

assistant: (2) 有關本公司在法庭頒令下清盤或自動清盤的決議均須以特別決議通過。
user: Please translate the following sentence from English to Chinese: (II) To check the implementation of board resolutions;

assistant: (二)檢查董事會決議的實施情況；
user: Please translate the following sentence from English to Chinese: The repurchased shares shall be transferred to employees within one year.

assistant: 所收購的股份應當在一年內轉讓給職工。
user: Please translate the following sentence from English to Chinese: 28. to do any of the things authorized by this subsection and all things authorized by its memorandum as principals, agents, contractors, trustees or otherwise, and either alone or in conjunction with others;

assistant: 28. 以委託人、代理人、承辦商、受託人或其他身分，單獨或與其他人士共同進行任何此分節授權之事宜及其組織章程大綱授權之所有事宜；
user: Please translate the following sentence from English to Chinese: （1） An increase or decrease in the number of shares of such class, or an increase or decrease in the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;

assistant: （一）增加或者減少該類別股份的數目，或者增加或減少與該類別股份享有同等或者更多的表決權、分配權、其他特權的類別股份的數目；
user: Please translate the following sentence from English to Chinese: CHAPTER 5 BOARD OF DIRECTORS Directors of the Company shall be natural persons. A person may not serve as a Director of the Company in case of any of the following circumstances:

assistant: 第五章董事會第一百三十四條公司董事爲自然人，有下列情形之一的，不能擔任公司 的董事：
user: Please translate the following sentence from English to Chinese: (2) to propose to the board of directors the appointment or removal of the Company’s auditors;

assistant: （二）向董事會提議聘用或解聘會計師事務所；
user: Please translate the following sentence from English to Chinese: (6) participating in the distribution of the Bank’s remaining property in proportion to the number of shares held by the shareholders when the Bank is terminated or liquidated;

assistant: （六）本行終止或者清算時，按其所持有的股份份額參加本行剩餘財產的分配；
user: Please translate the following sentence from English to Chinese: (d) if he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office;

assistant: (d) 在並未獲得董事會特別批准而連續6個月缺席董事會會議，其替任董事（如有）於該期間並無代其出席，而董事會通過有關彼因缺席而須退任之決議案；
user: Please translate the following sentence from English to Chinese: (3) to monitor the performance of duties of directors and senior management members, and the proposing of dismissal of any directors and senior management members who have breached the laws, administrative regulations and the Articles of Association or resolutions of general meeting;

assistant: （三）對公司董事、總經理、副總經理和其他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、公司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: 43 (ii) the Board, after determining the basis of allotment, shall give not less than two (2) weeks’ notice in writing to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

assistant: 43 (ii) 在釐定配發基準後，董事會須向有關股份之持有人發出不少於兩 (2)個星期之書面通知，說明該等持有人獲授予之選擇權利，並須連同該通知送交選擇表格，以及訂明爲使填妥之選擇表格有效而須遵循之程序及遞交地點及最後日期及時間；
user: Please translate the following sentence from English to Chinese: iii. the state of the Company’s share capital;

assistant: iii. 公司股本狀況；
user: Please translate the following sentence from English to Chinese: (II) whether or not the candidate has any connected relationship with the Company or its controlling shareholders and actual controller;

assistant: （二）與公司或公司的控股股東及實際控制人是否存在關聯關係；
user: Please translate the following sentence from English to Chinese: (10) other powers of office as stipulated in laws, statutory regulations and the Articles of Association.

assistant: （十）法律法規及本章程規定的其他職權。
user: Please translate the following sentence from English to Chinese: but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

assistant: 惟倘超過一名該等聯名持有人親身或委派代表出席任何會議，則該等出席之人士中，僅於股東名冊上就有關股份排名首位之股東方有權就有關股份投票。 就本條而言，身故股東（所有股份以其名義登記）之多名遺囑執行人或遺產管理人視爲股份之聯名持有人。
user: Please translate the following sentence from English to Chinese: 1. The regulations contained in Table A in the First Schedule to the Companies Law shall not apply to the Company.

assistant: 1. 公司法附表一表 A 所載規定不適用於本公司。
user: Please translate the following sentence from English to Chinese: (1) to act honestly in the best interests of the Bank;

assistant: （一）真誠地以本行最大利益爲出發點行事；
user: Please translate the following sentence from English to Chinese: Article 206

assistant: 第二百零六條
user: Please translate the following sentence from English to Chinese: Article 98 The minutes of the meeting shall be prepared by the Secretary to the Board of Directors for the General Meeting.

assistant: 第九十八條股東大會應有會議記錄，由董事會祕書負責。
user: Please translate the following sentence from English to Chinese: (b) any votes have been counted which ought not to have been counted or which might have been rejected;

assistant: (b) 原不應予以點算或原應予否定的任何票數已點算在內；
user: Please translate the following sentence from English to Chinese: (2) more than half and no less than two independent directors may propose to the board of directors to convene an extraordinary general meeting;

assistant: （二）半數以上且不少於兩名獨立董事可以向董事會提請召開臨時股東大會；
user: Please translate the following sentence from English to Chinese: In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he acts as proxy as such Shareholder could exercise if it were an individual Shareholder.

assistant: 此外，受委代表應有權代表公司股東行使其所代表的股東可行使的相同權力（猶如其爲 個人股東一般）。
user: Please translate the following sentence from English to Chinese: 34. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

assistant: 34. (1) 倘催繳股款在到期應付後仍未繳付，董事會可向應付該催繳股款的人士發出不少於十四(14)整天的通知：
user: Please translate the following sentence from English to Chinese: (c) 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: (c) 就有關獲賦予選擇權利的該部分股息之全部或部份股息可行使的選擇權利；
user: Please translate the following sentence from English to Chinese: No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

assistant: 公司關於任何股份應支付的任何股息或其它款項均不得損及公司利益。
user: Please translate the following sentence from English to Chinese: Article 220

assistant: 第二百二十條
user: Please translate the following sentence from English to Chinese: "Foreign currencies" mean the legal currencies of countries or districts outside the PRC which are recognised by the foreign exchange authority of the State and which can be used to pay the share price to the Company.

assistant: 前款所稱外幣是指國家外匯主管部門認可的，可以用來向公司繳付股款的人民幣以外的其他國家或者地區的法定貨幣。
user: Please translate the following sentence from English to Chinese: (vi) such other person to whom such notice is required to be given in accordance with the Listing Rules.

assistant: (vi) 根據上市規則須向其寄發上述通告之有關其他人士。
user: Please translate the following sentence from English to Chinese: Page 8

assistant: 第8頁
user: Please translate the following sentence from English to Chinese: (1) lead the Company’s production, operation and management, and report to the board of directors;

assistant: （一）主持公司的生產經營管理工作，並向董事會報告工作；
user: Please translate the following sentence from English to Chinese: Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company;

assistant: 各成員同意放棄就任何董事在或爲着履行其 對本公司的職責的過程中因採取或未有采取任何行動而可能具有的（不論單獨地或由本公司或憑藉本公司的權力）針對該董事的任何索賠或訴訟權；
user: Please translate the following sentence from English to Chinese: As such, Jiangsu Automobile Transportation Company ceased to be a shareholder of the Company.

assistant: 江蘇省汽車運輸公司不再作爲公司的股東。
user: Please translate the following sentence from English to Chinese: No less than half of the members of the Board shall be the external Directors (refer to Directors who do not take any positions in the Company).

assistant: 公司董事會中應包括不少於二分之一的外部董事（指不在公司內部任職的董事）。
user: Please translate the following sentence from English to Chinese: Article 122 A supervisor shall faithfully perform his/her duties of supervision in accordance with the law, statutory regulations and the Articles of Association.

assistant: 第一百二十二條監事應當依照法律、行政法規及公司章程的規定，忠實履行監督職責。
user: Please translate the following sentence from English to Chinese: (1) where the number of the directors is less than the number stipulated in the Company Law or two-thirds of the number specified by the Company’s Articles of Association;

assistant: （一）董事人數不足《公司法》規定的人數或者少於公司章程要求的數額的三分之二時；
user: Please translate the following sentence from English to Chinese: (IV) the Company shall have, prior to the publication of its announcement of intention to issue a replacement share certificate, delivered to the stock exchange on which its shares are listed a copy of the announcement to be published.

assistant: （四）公司在刊登準備補發新股票的公告之前，應當向其掛牌上市的證券交易所提交 1 份擬刊登的公告副本，收到該證券交易所的回覆，確認已在證券交易所內展示該公告後，即可刊登。
user: Please translate the following sentence from English to Chinese: (4) has failed to exercise his/her veto power in connection with a connected transaction which will cause significant losses to the Company;

assistant: （四）關聯交易導致公司重大損失，獨立董事未行使否決權的；
user: Please translate the following sentence from English to Chinese: (i) consolidate or divide all or any of its share capital into shares Consolidation and division of capital of larger or smaller amount than its existing shares;

assistant: (i) 將其全部或任何部分股本合併或分拆爲面額高於或低合併和分拆於現有股份之股份；
user: Please translate the following sentence from English to Chinese: The Company shall have ordinary shares at all times.

assistant: 公司在任何時候均設置普通股；
user: Please translate the following sentence from English to Chinese: (a) All business shall be deemed special that is transacted at an extraordinary general meeting and also all business shall be deemed special that is transacted at an annual general meeting with the exception of the following, which shall be deemed ordinary business:

assistant: (a) 在股東特別大會處理的事項均視爲特別事項，而除下列事項（在視爲普通 事項）外，在股東周年大會處理的事項亦被視爲特別事項：
user: Please translate the following sentence from English to Chinese: Article 332

assistant: 第三百三十二條
user: Please translate the following sentence from English to Chinese: (D) the Board may resolve:

assistant: (D) 董事會可議決如下：
user: Please translate the following sentence from English to Chinese: (8) to make resolutions to increase or reduce the registered capital of the Company;

assistant: （八）對公司增加或�減少註冊資本作出決議；
user: Please translate the following sentence from English to Chinese: (5) the right to obtain relevant information in accordance with these Articles, including:

assistant: （五）依照本章程的規定獲得有關信息，包括：
user: Please translate the following sentence from English to Chinese: A director shall not be required to hold any shares of the Company.

assistant: 董事無須持有公司股份。
user: Please translate the following sentence from English to Chinese: (v) the Company’s annual report;

assistant: （五）公司年度報告；
user: Please translate the following sentence from English to Chinese: When formulating the distribution of cash dividend proposal, the board of the Company should actively communicate and exchange views with shareholders, especially minority shareholders through a variety of channels (including but not limited to telephone, fax and e-mail communication), to fully listen to their views and requests, and provide timely responses to minority shareholders’ concerns.

assistant: 公司董事會制訂現金分紅方案時，應當通過多種渠道主動與股東特別是中小股東進行溝通和交流（包括但不限於電話、傳真和郵件溝通等），充分聽取中小股東的意見和訴求，並及時答覆中小股東關心的問題。
user: Please translate the following sentence from English to Chinese: (3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

assistant: (3) 在不影響本細則所賦予一般權力的情況下，謹此明確聲明董事會擁有以下權力：
user: Please translate the following sentence from English to Chinese: 29 In addition to the giving of notice in accordance with Article 28, notice of the Notice of call may be given person appointed to receive payment of every call and of the times and places appointed for payment may be given to the relevant Shareholders by notice to be inserted at least once in the Newspapers.

assistant: 29 除根據本細則第 28 條發出通知外，有關獲委任接受催繳款項的人士可發出催繳通知及指定繳款時間及地點的通知可藉在報章刊登至少一次通知以知會有關股東。
user: Please translate the following sentence from English to Chinese: (b) Primary address (or domicile);

assistant: (b) 主要地址(住所)；
user: Please translate the following sentence from English to Chinese: The Shares of the Company are evidenced by Share certificates, with a par value of Renminbi 1 yuan each.

assistant: 公司發行的股票，均爲有面值股票，每股面值人民幣一元。
user: Please translate the following sentence from English to Chinese: 25 (b) Notwithstanding that a meeting of the Company is called by shorter notice than that referred to in paragraph (a) hereof, it shall be deemed to have been duly called if it is so agreed:

assistant: 25 (b) 倘以下人士同意，即使本公司大會以短於細則第(a)條所述通知期召開，其亦將視爲已正式召開︰
user: Please translate the following sentence from English to Chinese: (g) scientific research including the improvement, discovery and development of processes, inventions, patents and designs and the construction, maintenance and operation of laboratories and research centres;

assistant: (g) 科研活動，包括改善、發現、發展工藝、發明、專利及設計，以及建造、維護及經營實驗室及研究中心；
user: Please translate the following sentence from English to Chinese: If the notice of resignation of accounting ﬁrm contains a statement in respect of any circumstances requiring an explanation, it may require the board of directors to convene an extraordinary general meeting for the purpose of giving an explanation of the circumstances in connection with its resignation. CHAPTER 10 NOTICES AND ANNOUNCEMENTS Section 1 Notices Article 241 Notices of the Company may be delivered by the following means:

assistant: 如果會計師事務所的辭聘通知載有任何應當交代情況的陳述，會計師事務所可要求董事會召集臨時股東大會，聽取其就辭聘有關情況作出的解釋。 第十章　通知和公告 第一節　通知 第二百四十一條　公司的通知可以下列形式發出：
user: Please translate the following sentence from English to Chinese: Article 17 All the shares issued by the Company are par shares and each share has a par value of RMB0.1.

assistant: 第十七條公司發行的股票，均爲有面值股票，每股面值人民幣 0.1 元。
user: Please translate the following sentence from English to Chinese: Article 16.14 The Company may distribute dividends in the following manners:

assistant: 第16.14條公司可以下列形式分配股利：
user: Please translate the following sentence from English to Chinese: “Stock Exchange” means The Stock Exchange of Hong Kong Limited;

assistant: 「聯交所」指香港聯合交易所有限公司；
user: Please translate the following sentence from English to Chinese: In such case, the following provisions shall apply:

assistant: 在該種情況下，下列條文適用：
user: Please translate the following sentence from English to Chinese: The Board may from time to time appoint any one or more of its body to the office of Power to appoint Managing Director, Joint Managing Director, Deputy Managing Director or other Executive Managing Director and/or such other office in the management of the Company as it may decide for such Directors, etc.

assistant: 董事會可不時委任董事會中任何一位或多位成員爲董事總經理、聯席董事總經委任董事總經理、副董事總經理或其他執行董事及／或該等其他管理本公司的職位，任期及條理等的權力。
user: Please translate the following sentence from English to Chinese: An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

assistant: 候補董事在其替任的董事缺席時應計入法定人數之內，但就決定是否已達法定人數而言，其不得被計算多於一次。
user: Please translate the following sentence from English to Chinese: (4) 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: (3) If the representations of the accountants firm are not sent out in accordance with paragraph (2) of this article, the accountants firm may require that the representations shall be read out at the shareholders’ general meeting and may have further rights of redress.

assistant: （三）公司如果未將有關會計師事務所的陳述按本款（二）項的規定送出，有關會計師事務所可要求該陳述在股東大會上宣讀，並可以進一步作出申訴。
user: Please translate the following sentence from English to Chinese: or (b) that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit.

assistant: 或 (b) 有權獲派股息之股東可選擇獲配發入賬列作繳足之股份以代替董事會認爲適合之全部或部分股息。
user: Please translate the following sentence from English to Chinese: Txhe Board may, if it thinks fit, receive from any Shareholder willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any Shares held by him, and in respect of all or any of the moneys so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as the Board may decide but a payment in advance of a call shall not entitle the Shareholder to receive any Dividend subsequently declared or to exercise any other rights or privileges as a Shareholder in respect of the Share or the due portion of the Shares upon which payment has been advanced by such Shareholder before it is called up.

assistant: 如x 有任何股東願意就其所持有的任何股份，提前繳付該等股份所涉及的全部或部分未催繳及未繳付的款項或應繳付的分期付款款項，則董事會如認爲合適可收取此等款項，且有關預繳的全部或部分款項可按董事會釐定不多於年息20釐的利率（如有）支付利息，但有關股東仍不得基於其在催繳前提前繳付有關股份或到期繳款之部分股份的款項而有權就該等股份收取其後宣派的任何股息或行使作爲股東享有之其他權利或特權。
user: Please translate the following sentence from English to Chinese: Article 194 The Bank’s Directors or members of senior management may concurrently serve as the secretary to the Board of Directors, but they must ensure they have sufficient energy and time to undertake their duties as the secretary to the Board of Directors.

assistant: 第一百九十四條本行董事或者高級管理人員可以兼任本行董事會祕書，但必須保證其有足夠的精力和時間承擔董事會祕書的職責。