billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (26) To sell the business or undertaking of the Company or any part thereof, including any shares, stock, bonds, debentures, mortgages, or other obligations or securities, or any or either of them, patents, trade marks, trade names, copyrights, licences or authorities or any estate, rights, property, privileges or assets of any kind.

assistant: (26) 售賣本公司業務或承諾的任何部分，包括任何股份、股票、債券、債權證、按揭、或其他義務或證券，或任何或其中之一，專利、商標、商品牌號、版權、許可證或授權或任何動產、權利、財產、特權或任何種類的資產。
user: Please translate the following sentence from English to Chinese: (10) not to compete with the Company in any form unless with the informed consent of shareholders given in general meeting;

assistant: （十）未經股東大會在知情的情況下同意，不得以任何形式與公司競爭；
user: Please translate the following sentence from English to Chinese: No certificate shall be issued representing shares of more than one class.

assistant: 公司不得發行代表一種以上類別股份的股票。
user: Please translate the following sentence from English to Chinese: * Pursuant to a special resolution passed on 29 October 2004, the existing Bye-law 13 (iii) was deleted in its entirety and substituted by the new Bye-law 13 (iii).

assistant: * 根據於二零零四年十月二十九日通過的特別決議案，刪除現有細則第 13(iii)條全文，並由新細則第 13(iii)條取代。
user: Please translate the following sentence from English to Chinese: A show of hands shall be adopted at meetings of the Board of Directors and each Director shall have one vote.

assistant: 董事會會議採取舉手表決方式表決，一人一票。
user: Please translate the following sentence from English to Chinese: No notice need be given of a poll not taken immediately.

assistant: 對於並非立即進行的表決毋須發出通知。
user: Please translate the following sentence from English to Chinese: THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES (Section 7(1) and (2)) MEMORANDUM OF ASSOCIATION OF DESON DEVELOPMENT INTERNATIONAL HOLDINGS LIMITED ………………………………………………………………………………………….. (hereinafter referred to as “the Company”)

assistant: 百慕達一九八一年公司法股份有限公司的組織章程大綱（第7(1)及(2)條）迪臣發展國際集團有限公司 組織章程大綱 （以下簡稱「本公司」）
user: Please translate the following sentence from English to Chinese: (3) to exercise other functions and powers conferred by the board of directors.

assistant: （三）行使董事會授予的其他職權。
user: Please translate the following sentence from English to Chinese: In addition to the content appearing on a commonly used ballot, such ballot shall explicitly note that this ballot is specifically for cumulative voting on directors and supervisors, and shall include the following:

assistant: 該選票除與其他選票相同部分外，還應當明確標明是董事、監事選舉累積投票選票的字樣，並應當標明下列事項：
user: Please translate the following sentence from English to Chinese: Article 179 The validity of an act of a director or other senior management of the Company on behalf of the Company towards a bona fide third party shall not be affected by any irregularity in his current position, election or qualifications.

assistant: 第一百七十九條公司董事、高級管理人員代表公司的行爲對善意第三人的有效性，不因其在任職、選舉或者資格上有任何不合規行爲而受影響。
user: Please translate the following sentence from English to Chinese: the registered office of the Company for the time being.

assistant: 本公司當前的註冊辦事處。
user: Please translate the following sentence from English to Chinese: the repurchased shares shall be transferred to employees of the Company within one year.

assistant: 所收購的股份應當一年內轉讓給職工。
user: Please translate the following sentence from English to Chinese: "recognised clearing house"

assistant: 「認可結算所」
user: Please translate the following sentence from English to Chinese: The resident representative shall be entitled to have notice of, attend and be heard at all meetings of the Directors or of any committee of such Directors or general meetings of the Company.

assistant: 該居駐代表有權收取所有董事會會議或任何董事委員會或本公司股東大會之通告、出席前述會議以及於該等會議發言。
user: Please translate the following sentence from English to Chinese: (1) The nominator of a candidate for director shall seek the consent of the nominee, and understand the occupation, academic qualifications, rank and detailed working experience including all part-time jobs of the nominee and provide written evidence of the same to the Company before making the nomination.

assistant: （一）董事候選人的提名人在提名前應當徵得被提名人的同意，充分了解被提 名人職業、學歷、職稱、詳細的工作經歷、全部兼職等情況，並負責向公司提供該等情況的書面材料。
user: Please translate the following sentence from English to Chinese: When the Company dissolves, the Company shall cancel its registration in accordance with the law.

assistant: 設立新公司的,依法辦理公司設立登記。
user: Please translate the following sentence from English to Chinese: Board of Directors of the Company “The chairman of the Board”:

assistant: 公司的董事會“董事長”：
user: Please translate the following sentence from English to Chinese: (B) The Company shall pay the expenses incurred by a Director seeking independent legal and/or financial advice pursuant to bye-law 106(A), provided that such Director:

assistant: (B) 本公司須支付董事根據公司細則第106(A)條尋求法律及／或財務意見所招致的開支，但有關董事須：
user: Please translate the following sentence from English to Chinese: If the shareholders have failed to elect a chairman for whatever reason, the shareholder that is present at the meeting (including any proxy of such a shareholder) holding the most voting shares shall preside over the meeting.

assistant: 如果因任何理由無法選舉會議主持，應當由出席會議的持有最多表決權股份的股東（包括股東代理人）主持。
user: Please translate the following sentence from English to Chinese: for, against or abstention. Save for the circumstance under which the securities registration and settlement institution acting as the nominal holder of Shares under the Stock Connect between Mainland and Hong Kong and the nominal holder of some H Shares makes reporting in accordance with the instruction of the de facto holders of relevant shares.

assistant: 同意、反對或棄權。 證券登記結算機構作爲內地與香港股票市場交易互聯互通機制股票及部分 H 股股票的名義持有人，按照實際持有人意思表示進行申報的除外。
user: Please translate the following sentence from English to Chinese: (3) the instrument of transfer is duly and properly stamped;

assistant: （三）轉讓文據已付應繳的印花稅；
user: Please translate the following sentence from English to Chinese: (iii) all resolutions and proceedings at all meetings of the Company and of the Directors and of such managers and committees.

assistant: (iii) 所有本公司、董事會及上述經理及委員會會議的所有決議案及議事程序。
user: Please translate the following sentence from English to Chinese: The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the Law.

assistant: 本公司據此獲授權自股本中或根據公司法可爲此目的獲授權動用的任何其他賬戶或資金支付購買其本身股份之款項。
user: Please translate the following sentence from English to Chinese: (4) the serial number(s) of the shares held by each shareholder;

assistant: (4) 各股東所持股份的編號；
user: Please translate the following sentence from English to Chinese: (1) to inspect books, records and vouchers of the Company at any time, and to require the Directors, General Manager and other members of senior management of the Company to provide relevant information and explanations;

assistant: （一）隨時查閱公司的帳簿、記錄或者憑證，並有權要求公司的董事、總經理或者其他高級管理人員提供有關資料和說明；
user: Please translate the following sentence from English to Chinese: (3) The Members may, at any general meeting convened and held in accordance with these Articles, by special resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

assistant: (3) 股東可在依照本細則召開及舉行之任何股東大會上通過特別決議案於核數師任期屆滿前隨時罷免核數師，並在該會議上通過普通決議案委任另一名核數師代替其履行餘下任期。
user: Please translate the following sentence from English to Chinese: The contents of the Company's resolution to merge or demerge shall be contained in a document prepared specifically for that purpose, which shall be made available for inspection by all shareholders.

assistant: 公司合併、分立決議的內容應當作成專門檔，供股東查閱。
user: Please translate the following sentence from English to Chinese: A special resolution shall be required to alter the provisions of the memorandum of association or to change the name of the Company.

assistant: 公司組織章程大綱任何規定的更改或更改公司名稱須經特別決議案通過。
user: Please translate the following sentence from English to Chinese: (i) make a loan to a Director or a director of any holding company of the Company or to any of their respective associates (as defined by the rules, where applicable, of the Designated Stock Exchange);

assistant: (i) 向董事或公司任何控股公司的董事或其關聯人士（定義見指定證券交易所的規則，如適用）提供貸款；
user: Please translate the following sentence from English to Chinese: (33) To transact and carry on all kinds of agency business and in particular in relation to the sale and purchase of goods and property, the investment of money, the negotiation of loans and the collection of rents and debts.

assistant: (33) 交易及經營各類代理業務，尤其有關銷售及購買商品及物業、資金投資、貸款協商及收取租金及債務。
user: Please translate the following sentence from English to Chinese: Article 110 Shareholder (including his proxy) shall exercise their voting rights in accordance with the number of shares carrying the rights to vote represented by him/her, and each share shall have one vote.

assistant: 第一百一十條股東（包括股東代理人）以其所代表的有表決權的股份數額行使表決權，每一股份享有一票表決權。
user: Please translate the following sentence from English to Chinese: Article 216 The board of directors of the Company shall place before the shareholders at each annual general meeting the ﬁnancial reports as required by the relevant laws, administrative regulations and directives promulgated by local government or the competent authorities.

assistant: 第二百一十六條　公司董事會應當在每次年度股東大會上，向股東呈交有關法律、行政法規、地方政府及主管部門頒佈的規範性文件所規定由公司準備的財務報告。
user: Please translate the following sentence from English to Chinese: (3) Knowing the basic knowledge about operations of companies, and being proficient in relevant laws, administrative regulations, regulations and rules;

assistant: （三）知曉公司運作的基本知識，熟悉相關法律、行政法規、規 章和規則；
user: Please translate the following sentence from English to Chinese: 22. The Directors may from time to time at their discretion extend the time fixed for any call and may extend such time as regards all or any of the members whom, by reason of residence outside Hong Kong or other cause, the Directors may deem entitled to any such extension but no member shall be entitled to any such extension except as a matter of grace and favour.

assistant: 22. 董事可不時酌情延長認股款確定的時間，並可給予所有或任何董事認爲應獲延長催繳時限（基於在香港以外地區居住或其他原因）的股東延長時限，惟除基於寬限或優待外，概無任何股東可獲得延長該等時間。
user: Please translate the following sentence from English to Chinese: and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.

assistant: 及 (ii) 涉及主席維持會議有序進行的職責者及/或令會議事務獲適當有效處理，同時讓全體股東均有合理機會表達意見者。
user: Please translate the following sentence from English to Chinese: For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve.

assistant: 就本公司增設或證明所發行證券文件的蓋章而言，本公司可設有本公司印章的複製本作爲證券印章，並在其正面加上「證券」字樣或按董事會可能批准的其他形式設置。
user: Please translate the following sentence from English to Chinese: (3) distribution of dividends in the form of shares;

assistant: （三）以股份的形式分配股利；
user: Please translate the following sentence from English to Chinese: The liquidation committee shall, within 30 days from the confirmation of the relevant governing authorities, submit the aforesaid documents to the company registration authority for cancellation of the Company’s registration and make an announcement on the Company’s termination.

assistant: 清算組應當自股東大會或者有關主管機關確認之日起三十日內，將前述文件報送公司登記機關，申請註銷公司登記，公告公司終止。
user: Please translate the following sentence from English to Chinese: Convening of extraordinary general meeting

assistant: 召開特別股東大會
user: Please translate the following sentence from English to Chinese: the Board of Directors of the Company or the Directors present at a meeting of Directors at which a quorum is present.

assistant: 本公司董事會或具法定人數出席的董事會會議上 出席的董事。
user: Please translate the following sentence from English to Chinese: Clause 35 of the Mandatory Provisions

assistant: 《必備條款》第35條
user: Please translate the following sentence from English to Chinese: Article 45 Shares shall be signed by the Chairman.

assistant: 第四十五條股票由董事長簽署。
user: Please translate the following sentence from English to Chinese: (3) proposed by the supervisory committee;

assistant: （三）監事會提議時；
user: Please translate the following sentence from English to Chinese: (6) proposed by the General Manager (President);

assistant: （六）總經理（總裁）提議時；
user: Please translate the following sentence from English to Chinese: (7) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the Board;

assistant: （七）聘任或者解聘除應由董事會聘任或者解聘以外的負責管理人員；
user: Please translate the following sentence from English to Chinese: 4) to enter into any guarantee, contract of indemnity or suretyship and to assure support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence. AMENDED April 27, 1992

assistant: 4) 訂立任何擔保、彌償保證或保證人責任之合約，並確保、支持或保證（不論是否涉及代價或利益）履行任何人士或多位人士之任何責任，並擔保履行或即將履行信託或信用職責之個別人士之誠信。 經於一九九二年四月二十七日修訂
user: Please translate the following sentence from English to Chinese: Election, appointment or engagement of Directors, Supervisors and senior management personnel in violation of these Articles of Association shall be void.

assistant: 違反本章程規定選舉、委派或�聘任董事、監事及高級管理人員的，該選舉、委派或�聘任無效。
user: Please translate the following sentence from English to Chinese: 7. not to use his/her authority to accept bribes or other unlawful income and not to deprive the Company in any manner of its property, including (but not limited to) opportunities beneficial to the Company;

assistant: 7、不得利用職權收受賄賂或者其他非法收入，不得以任何形式侵佔公司的財產，包括（但不限於）對公司有利的機會；
user: Please translate the following sentence from English to Chinese: (4) serial number of the certificate;

assistant: （四）股票的編號；
user: Please translate the following sentence from English to Chinese: Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board.

assistant: 替任董事的委任或罷免，須經由委任人簽署通知並交付辦事處或總公司或在董事會會議上呈交，方始生效。
user: Please translate the following sentence from English to Chinese: (e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form;

assistant: (e) 凡有關「書面」的表述，除非出現相反用意，否則應解釋爲包括打印、印刷、攝影及其他以可見形式反映詞彙或數字的方法；
user: Please translate the following sentence from English to Chinese: (2) Subject to Section 89 of the Act, a person, other than an incumbent Auditor, shall not be capable of being appointed Auditor at an annual general meeting unless notice in writing of an intention to nominate that person to the office of Auditor has been given not less than twenty-one (21) days before the annual general meeting and furthermore, the Company shall send a copy of any such notice to the incumbent Auditor.

assistant: (2) 在公司法第89條的規限下，現任核數師以外的人士均不合資格於股東周年大會上獲委任爲核數師，除非於股東周年大會舉行之前不少於二十一(21)日發出書面通告表明有意提名該人士擔任核數師。 此外，本公司須將該通告的副本送交現任核數師。
user: Please translate the following sentence from English to Chinese: 4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Law.

assistant: 4. 在本大綱下列條文規限下，本公司應擁有並能夠行使公司法第 27(2) 條所規定身爲自然人的全部職能（不考慮任何公司利益問題）。
user: Please translate the following sentence from English to Chinese: In accordance with the provisions of the Articles of Association, the Company may reduce its registered capital.

assistant: 根據公司章程的規定，公司可以減少其註冊資本。
user: Please translate the following sentence from English to Chinese: Mandatory Provisions Article 57

assistant: 必備條款第五十七條
user: Please translate the following sentence from English to Chinese: (I) To preside over shareholders’ general meetings, and convene and preside over the meetings of the Board of Directors;

assistant: （一）主持股東大會和召集、主持董事會會議；
user: Please translate the following sentence from English to Chinese: (IV) when the Board of Supervisors so requests;

assistant: （四）監事會提議時；
user: Please translate the following sentence from English to Chinese: (2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two or the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

assistant: (2) 任何在一般業務過程中與本公司訂立合約或交易的人士有權倚賴由任何兩位董事共同代表本公司訂立或籤立（視情況而定）的任何書面或口頭合約或協議或契據、文件或文書，而且上述各項應視爲由本公司有效訂立或籤立（視情況而定），並在任何法律規定的規限下對本公司具約束力。
user: Please translate the following sentence from English to Chinese: If the purchase is made as described in sub-paragraph (2) or (4), the shares purchased shall be transferred or cancelled within six (6) months.

assistant: 屬於第（二）項、第（四）項情形的,應當在6個月內轉讓或者註銷。
user: Please translate the following sentence from English to Chinese: (IV) paying dividends to shareholders.

assistant: （四）支付股東股利。
user: Please translate the following sentence from English to Chinese: however, the amount deducted from the issue of new shares shall not exceed the total premium on the bought back old shares at the time when those shares were issued, and shall not exceed the amount (including the premium on the issue of new shares) in the premium account or capital reserve fund account at the time of buying back of those shares.

assistant: 但是從發行新股所得中減除的金額，不得超過購回的舊股發行時所得的溢價總額，也不得超過購回時公司溢價賬戶或資本公積金賬戶上的金額(包括髮行新股的溢價金額)；
user: Please translate the following sentence from English to Chinese: 43. Every instrument of transfer shall be left at the office or at such other place as the Directors may appoint for registration accompanied by the certificate of the shares to be transferred and such other evidence as the Directors may reasonably require to prove the title of the transferor or his right to transfer the shares.

assistant: 43. 每份轉讓文據須於辦事處或董事可能就登記指定之其他地點留存，連同所轉讓股份之證明書及董事認爲證明轉讓人所有權及其轉讓股份權利合理所需之該等其他憑證。
user: Please translate the following sentence from English to Chinese: “Director” means a director of the Company;

assistant: 「董事」指本公司的董事；
user: Please translate the following sentence from English to Chinese: (5) To manufacture plant, machinery, tools, goods or things for any of the purposes of the business of the Company.

assistant: (5) 爲本公司業務的任何緣故製造廠房設施、機器、工具、物品或事物。
user: Please translate the following sentence from English to Chinese: (2) To supervise the internal auditing system of the Company and its implementation;

assistant: （二）監督公司的內部審計制度及其實施；
user: Please translate the following sentence from English to Chinese: Where the Company is dissolved due to provisions provided in the preceding Article (c), the liquidation group shall be established by shareholders, relevant authorities and professionals who are organized by the people’s court according to relevant laws so as to conduct liquidation.

assistant: 公司因前條(三)項規定解散的，由人民法院依照有關法律的規定，組織股東、有關機關及有關專業人員成立清算組，進行清算。
user: Please translate the following sentence from English to Chinese: "subsidiary" and "holding company" shall have the meanings attributed to such terms in the Companies Ordinance, but interpreting the term "subsidiary" in accordance with the definition of "subsidiary" under the Listing Rules;

assistant: 「附屬公司」及「控股公司」具有公司條例賦予該等詞語的涵義，惟對「附屬公司」一詞須根據上市規則內有關「附屬公司」的定義進行詮釋；
user: Please translate the following sentence from English to Chinese: (3) to review the organizational structure and their terms of reference of risk management and internal control management departments;

assistant: (三) 審議風險管理、內部控制管理組織機構設置及其職責方案；
user: Please translate the following sentence from English to Chinese: \n- 30 - (vi) any proposal or arrangement concerning the adoption, modification or operation of a share option scheme, a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to Directors or his associate(s) and to employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.

assistant: \n- 30 - (vi) 有關接納、修訂或執行購股權計劃、養老金或退休、死亡或傷殘福利計劃或其他安排（涉及董事或其聯繫人士及本公司或其任何附屬公司僱員，且董事或其聯繫人士並無獲得並非涉及該計劃或基金的全體人員可獲的優待或利益）的任何建議或安排。
user: Please translate the following sentence from English to Chinese: The listing of the transferred shares on the overseas stock exchange shall comply with supervision rules, regulations and requirements of foreign stock exchange.

assistant: 所轉讓的股份在境外證券交易所上市交易，還應當遵守境外證券市場的監管程序、規定和要求。
user: Please translate the following sentence from English to Chinese: Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

assistant: 各屆股東大會的通告須寄發予所有股東（根據本細則條文或所持股份的發行條款無權收取本公司有關通告者除外）、因股東身故或破產或清盤而取得股份的所有人士及各董事及核數師。
user: Please translate the following sentence from English to Chinese: (1) Issuing new shares to unspecified investors;

assistant: (一) 向非特定投資人募集新股；
user: Please translate the following sentence from English to Chinese: 2. modifying any contract for repurchasing its shares;

assistant: (2) 變更購回其股份的合同；
user: Please translate the following sentence from English to Chinese: The Board, independent directors and shareholders qualified under the relevant regulation may solicit from other shareholders of the Company the rights to vote in a shareholders’ general meeting.

assistant: 董事會、獨立董事和符合相關規定條件的股東可以向公司股東征集其在股東大會上的投票權。
user: Please translate the following sentence from English to Chinese: Such independent director shall continue to perform his/her duties until the resignation is approved by the Board of Directors.

assistant: 在董事會批准獨立董事辭職前，獨立董事應當繼續履行職責。
user: Please translate the following sentence from English to Chinese: Article 157 The Board Meeting shall be attended by the directors in person.

assistant: 第一百五十七條 董事會會議，應當由董事本人出席。
user: Please translate the following sentence from English to Chinese: “Auditor” means the auditor of the Company for the time being and may include any individual, partnership or other internationally recognised accounting firm;

assistant: 「核數師」指本公司當時的核數師，可能包括任何個人、合夥人或其他國際認可會計師行；
user: Please translate the following sentence from English to Chinese: (5) distribution to shareholders according to their proportion of shares.

assistant: （五）按股東持有的股份比例進行分配。
user: Please translate the following sentence from English to Chinese: The supervisory board shall have a regular meeting every 6 months.

assistant: 監事會定期會議應當每六（6）個月召開一次。
user: Please translate the following sentence from English to Chinese: (3) Agendas of the meetings;

assistant: (三)會議議程；
user: Please translate the following sentence from English to Chinese: (i) all appointments of officers made by it;

assistant: (i) 董事會所作出的所有高級人員的委任；