billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (2) 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: (2) 股東可在依照本細則召開及舉行的任何股東大會上藉特別決議，於該核數師任期屆滿前任何時間罷免該核數師，並在該會議上藉普通決議委任另一核數師代替其履行餘下任期。
user: Please translate the following sentence from English to Chinese: The committee shall make whatever recommendations to the board it deems appropriate on any area within its remit where action or improvement is needed 9.3.

assistant: 委員會須就其職責範圍內需要採取措施或作出改進的任何事宜，向董事會作出其認爲適當的任何建議 9.3.
user: Please translate the following sentence from English to Chinese: Article 314 Where the Company is declared bankrupted in accordance with the laws, a bankruptcy liquidation shall be implemented in accordance with the corporate bankruptcy laws. Chapter XV Amendments to the Articles of Association Article 315 The Company may, pursuant to the requirements of the laws, administrative regulations and the Articles of Association, amend the Articles of Association.

assistant: 第三百一十四條本公司被依法宣告破產的，依照有關企業破產的法律實施破產清算。 第十五章修改章程 第三百一十五條本公司根據法律、行政法規及本章程的規定，可以修改本章程。
user: Please translate the following sentence from English to Chinese: 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 of 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: 在一般業務過程中與本公司訂約或交易之任何人士有權依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、文件或文據，且上述文據須視爲由本公司有效訂立或籤立（視情況而定）及在任何法律規則規限下對本公司具有約束力。
user: Please translate the following sentence from English to Chinese: (c) Nationalities;

assistant: (c) 國籍；
user: Please translate the following sentence from English to Chinese: (8) to exercise other powers conferred by the Board.

assistant: （八）董事會授予的其他職權。
user: Please translate the following sentence from English to Chinese: However, the Board may refuse to recognize any instrument of transfer without giving any reason, unless:

assistant: 但是除非符合下列條件，否則董事會可拒絕承認任何轉讓文據，並無需申述任何理由：
user: Please translate the following sentence from English to Chinese: 富貴鳥股份有限公司 English name:

assistant: 英文名稱爲：
user: Please translate the following sentence from English to Chinese: （5） shall not violate the provisions of the Articles of Association, or without the consent of the shareholders’ general meeting, enter into a contract or transaction with the Company;

assistant: （五）不得違反本章程的規定或未經股東大會同意，與本公司訂立合同或者進行交易；
user: Please translate the following sentence from English to Chinese: Foreign-invested shares which are listed outside the PRC shall be referred to as overseas-listed foreign-invested shares or simply referred to as “H Shares”.

assistant: 外資股在境外上市的，稱爲境外上市外資股(或簡稱“H 股”)。
user: Please translate the following sentence from English to Chinese: Any such Extraordinary Resolution of Registered Holders of Units, if duly passed, shall have the effect of exercising the Exchange Right in respect of all the issued and outstanding Share Stapled Units at the relevant time and shall be binding on all the Registered Holders of Share Stapled Units.

assistant: 任何該等單位登記持有人的特別決議案一經正式通過，即具於相關時間就所有已發行股份合訂單位行使交換權的效力，並對所有股份合訂單位登記持有人具約束力。
user: Please translate the following sentence from English to Chinese: A Director may waive notice of any meeting and any such waiver may be prospective or retrospective.

assistant: 個別董事可在事前或事後放棄收取任何會議通知。
user: Please translate the following sentence from English to Chinese: A written notice of confirmation of such resolution in writing signed by or on behalf of a member shall be deemed to be his signature to such resolution in writing for the purposes of this Article.

assistant: 就本條而言，由股東或代表股東簽署之有關書面決議案之書面確認通知應視作彼就有關書面決議案之簽署。
user: Please translate the following sentence from English to Chinese: The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

assistant: 任何該等證書所代表的權利須以記名方式登記，且可按一股股份爲單位並以當時股份可予轉讓的方式將其全部或部分轉讓，而本公司須爲此存設登記冊及進行董事會認爲適當的其他事項以作出該等安排，而本公司亦須於發出有關證書時將有關資料知會每名行使認購權的認股權證持有人。
user: Please translate the following sentence from English to Chinese: Article 17 of the Guidelines on Articles The Board of the Company may make arrangement for the Company’s separate issuance of overseas listed foreign shares and onshore-listed domestic shares according to the issue scheme approved by the securities regulatory authority under the State Council.

assistant: 經國務院證券監管機構批准的公司發行《必備條款》境外上市外資股和境內上市內資股的計劃，第 17 條 公司董事會可以作出分別發行的實施安排。
user: Please translate the following sentence from English to Chinese: PAGE 43

assistant: 第 43 頁
user: Please translate the following sentence from English to Chinese: This includes any person who directly or indirectly incurs any obligations as a result of the acquisition of shares in the Company (the “Obligor”).

assistant: 前述購買公司股份的人，包括因購買公司股份而直接或者間接承擔義務的人。
user: Please translate the following sentence from English to Chinese: (IX) the issue of rights to subscribe for, or convert into, shares of such class or another class;

assistant: (九)發行該類別或者另一類別的股份認購權或者轉換股份的權利；
user: Please translate the following sentence from English to Chinese: (2) allocate 10% of the profits to the statutory common reserve fund;

assistant: （二）提取百分之十的法定公積金；
user: Please translate the following sentence from English to Chinese: 14. If any share shall stand in the names of 2 or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notice and, subject to the provision of the Articles, all or any other matters connected with the Company , except the transfer of the share.

assistant: 14. 倘任何股份登記 2 名或以上持有人，在寄發通知及（在本章程則例之規限下）處理與本公司有關之所有或任何其他事務（股份轉讓除外）時，股東名冊排名首位之股東將被視爲唯一持有人。
user: Please translate the following sentence from English to Chinese: (3) Where with the approval by the securities regulatory authorities of the State Council the shareholders who hold the unlisted shares of the Company cause these shares held by them to be listed and traded on an overseas stock exchange.

assistant: （三）持有公司非上市股份的股東在獲得國務院證券監督管理機構批准後，將其持有的股份在境外上市交易。
user: Please translate the following sentence from English to Chinese: The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

assistant: 董事會可委任任何人士代表有權參與分派的人士簽署任何必要或適當的合約以使其生效，該項委任對股東有效及具約束力。
user: Please translate the following sentence from English to Chinese: in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

assistant: 在證明送達或交付時，證明載有通告或文件的信封或封套已適當註明地址及已投郵，即爲充份的證明，而由祕書或本公司其他高級人員或董事會委任的其他人士簽署的證明書，表明載有通告或文件的信封或封套已如上所述註明地址及投郵，即爲決定性的證據；
user: Please translate the following sentence from English to Chinese: (a) in the relevant dividend (or share or cash election in lieu thereof as aforesaid);

assistant: (a) 有關股息（或上述股份或收取現金股息選擇權）；
user: Please translate the following sentence from English to Chinese: Article 8 Special committees The Board may establish an audit committee, a remuneration and appraisal committee, a corporate strategy committee and other special committees in accordance with relevant laws, regulations and regulatory documents.

assistant: 第八條專門委員會董事會可以按照相關法律法規和規範性檔的規定，設立審計、薪酬與考覈、戰略及其他專門委員會。
user: Please translate the following sentence from English to Chinese: (6) other matters except those required to be adopted by special resolution in accordance with the provisions of law or administrative regulations or the Company Articles.

assistant: （六）除法律、行政法規規定或者公司章程規定以特別決議通過以外的其他事項。
user: Please translate the following sentence from English to Chinese: (4) transferring shares in accordance with laws, administrative regulations and the Articles of Association;

assistant: (四) 依照法律、行政法規及本章程的規定轉讓股份；
user: Please translate the following sentence from English to Chinese: (i) joint request of more than one-third of the directors;

assistant: （一）三分之一以上董事聯名提議時；
user: Please translate the following sentence from English to Chinese: Name of shareholders

assistant: 股東名稱╱姓名
user: Please translate the following sentence from English to Chinese: Article 96 The convener and the lawyer engaged by the Bank shall verify the legitimacy of shareholders’ status according to the register of shareholders provided by the domestic listed shares and the foreign shares registration institutes and shall register names (or company names) of shareholders as well as the number of voting shares held by the shareholders.

assistant: 第九十六條召集人和本行聘請的律師將依據境內上市股份和外資股登記機構提供的股東名冊共同對股東資格的合法性進行驗證，並登記股東姓名（或名稱）及其所持有表決權的股份數。
user: Please translate the following sentence from English to Chinese: (1) The officers of the Company shall consist of a chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.

assistant: (1) 本公司的高級人員包括主席、董事及祕書以及董事會不時決定的額外高級人員（可以是或不是董事），以上所有人士就公司法或本細則而言被視爲高級人員。
user: Please translate the following sentence from English to Chinese: After completion of such further placing, the Company’s registered capital was RMB2,568,293,489 with a nominal value ofRMB1.00 each, of which 2,728,396 shares were held by China National Pharmaceutical Group Co., Ltd. (the promoter of the Company), 1,571,555,953 shares were held by Sinopharm IndustrialInvestment Co., Ltd. (the other promoter of the Company), and 994,009,140 shares were held by holders of the overseas-listedforeign invested shares.

assistant: 前述首次發行境外上市外資股完成後，經2009年股東周年大會一般性授權及董事會和有關監管部門批准，公司以配售形式向不少於6名且不多於10名投資者定向增發境外上市外資股138,056,825股，配售完成後的公司註冊資本爲人民幣2,402,625,299元，每股面值人民幣一(1)元，其中發起人中國醫藥集團有限公司持有2,728,396股，國藥產業投資有限公司持有1,571,555,953股，境外上市外資股股東持有828,340,950股。
user: Please translate the following sentence from English to Chinese: Article 130 The members of the Board of Supervisors shall comprise two representatives of shareholders and one representative of employees.

assistant: 第一百三十條監事會成員由 2 名股東代表和 1 名職工代表組成。
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議決，就本公司任何特定股息以配發入賬列作繳足的股份的方式派發全部股息（儘管本細則第(1)段另有規定），而毋須授予股東任何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 Company may, based on its business and development needs and in accordance with the laws, administrative regulations, normative documents, departmental rules and requirements of the relevant listing rules of the places where the shares of the Company are listed, increase its capital in the following manners upon resolutions being adopted by the shareholders’ general meetings:

assistant: 公司根據經營和發展的需要，依照法律、行政法規、規範性文件、部門規章及公司股票上市地上市規則的規定，經股東大會作出決議，可以採用下列方式增加資本：
user: Please translate the following sentence from English to Chinese: In such case, the following provision shall apply:

assistant: 在此情況下，以下規定適用：
user: Please translate the following sentence from English to Chinese: provided that (aa) in the case of joint holders of share, any consent required from the shareholder concerned for the purposes of this Article 177(B) shall be given by that one of the joint holders who is entitled to receive notice pursuant to Article 177(A);

assistant: 惟 (aa) 如屬股份聯名持有人，就細則第 177(B) 條而言所規定股東同意指根據細則第 177( A ) 條有權收取通告的聯名股東其中一位所給予的同意；
user: Please translate the following sentence from English to Chinese: The secretary of the board of directors shall attend the meeting of the board of supervisors.

assistant: 董事會祕書應當列席監事會會議。
user: Please translate the following sentence from English to Chinese: Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

assistant: 在適當時間對投票提出的反對應提交主席，由主席作出最後及不可推翻的決定。
user: Please translate the following sentence from English to Chinese: Except for circumstances prescribed in Article 58 of the Articles of Association, a director, supervisor, general manager and other senior management member of the Company may be relieved of liability for specific breaches of his duty with the informed consent of shareholders given at a general meeting.

assistant: 公司董事、監事、總經理和其他高級管理人員因違反某項具體義務所負的責任，可以由股東大會在知情的情況下解除，但是本章程第五十八條所規定的情形除外。
user: Please translate the following sentence from English to Chinese: 9.7 When any share shall have been forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register. Notwithstanding the above, no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

assistant: 9.7 當任何股份被沒收時，應在沒收之前向該股份的持有人發出通知，並應立即對沒收日期及項目進行登記。 儘管有上述規定，不得因爲遺漏或疏於通知而導致沒收無效。
user: Please translate the following sentence from English to Chinese: When the credit balance is calculated, the amount of cash collaterals provided and the certificates of deposit and national bonds pledged by the connected parties shall be deducted.

assistant: 計算授信餘額時，可以扣除授信時關聯方提供的保證金存款以及質押的銀行存單和國債金額。
user: Please translate the following sentence from English to Chinese: (a) any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation;

assistant: (a) 於註銷日期起計一年屆滿後任何時間銷燬已註銷之任何股票；
user: Please translate the following sentence from English to Chinese: Power of attorney shall contain the name of the proxy, authorized matters and scope of authority and period, and be signed or sealed by the principal.

assistant: 委託書應當載明代理人的姓名、代理事項、權限和有效期限，並由委託人簽名或蓋章。
user: Please translate the following sentence from English to Chinese: Shareholders may examine photocopies of the minutes of meetings during the Company’s office hours free of charge.

assistant: 股東可在公司辦公時間免費查閱股東大會會議記錄複印件。
user: Please translate the following sentence from English to Chinese: (f) references to any act, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

assistant: (f) 對任何法例、條例、法規或法定條文之提述應詮釋爲有關當時生效之任何法規之修訂版或重訂版；
user: Please translate the following sentence from English to Chinese: (c) in any such case the resolution for re-election of a Director is put to the meeting and lost;

assistant: (c) 在任何該情況下，在大會上提呈重選一名董事的決議案不獲通過；
user: Please translate the following sentence from English to Chinese: (3) by facsimile or e-mail;

assistant: （三）以傳真或電子郵件方式進行；
user: Please translate the following sentence from English to Chinese: Article 42 The Company shall maintain a complete register of members.

assistant: 第四十二條公司應當保存有完整的股東名冊。
user: Please translate the following sentence from English to Chinese: (7) to examine and approve the Company’s profit distribution plans and plans for making up of losses;

assistant: （七）審議批准公司的利潤分配方案和彌補虧損方案；
user: Please translate the following sentence from English to Chinese: (10) government ofﬁcers and other persons who are prohibited by laws and regulations to concurrently take up posts in a company;

assistant: （十）國家機關工作人員和法律法規規定的禁止在公司中兼職的其他人員；
user: Please translate the following sentence from English to Chinese: (2) the number and class of shares represented by the proxies;

assistant: （二）代理人代表的股份數和股份種類；
user: Please translate the following sentence from English to Chinese: (B) the aggregate nominal amount of the securities of the Company to be repurchased by the Company pursuant to paragraph (A) of this Resolution shall:

assistant: (B) 本公司根據本決議案(A)段將予購回之證券面值總額須：
user: Please translate the following sentence from English to Chinese: （2） accepting illegitimate benefits in the course of the performance of duties, or use the position of supervisors for personal gain;

assistant: （二）在履職過程中接受不正當利益或利用監事地位謀取私利；
user: Please translate the following sentence from English to Chinese: 19. A call shall be deemed to have been made at the time when the resolution of the Directors When call authorising such call was passed.

assistant: 19. 催繳股款應被視爲於董事會批准有關催繳之決議案獲通過時已作出。
user: Please translate the following sentence from English to Chinese: Any shareholder who objects to the proposal of merger or division is entitled to request the Company or shareholders who agree with the proposal to purchase his or her shares with a fair price.

assistant: 反對公司合併、分立方案的股東，有權要求公司或者同意公司合併、分立方案的股東，以公平價格購買其股份。
user: Please translate the following sentence from English to Chinese: A Director or any member of a committee of the Board may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are capable of hearing each other.

assistant: 任何董事或任何董事委員會的成員可藉電話會議方式或類似的通訊設備(其中此等通訊設備須使參與會議的所有人士清楚聽到各方的對話) 參與董事會會議或任何董事委員會會議。
user: Please translate the following sentence from English to Chinese: (5) The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

assistant: (5) 即使出現與該等細則相反或與本公司與董事間的任何協議相反的情況，股東仍可於董事任期屆滿前，隨時於任何根據該等細則召開及舉行的股東大會上，以普通決議案罷免該名董事，惟有關罷免不得影響任何有關協議項下任何損失索償權利。
user: Please translate the following sentence from English to Chinese: (2) To review and approve the management’s remuneration proposals with reference to the corporate goals and objectives set by the board of directors;

assistant: （二）因應董事會所訂企業方針及目標而檢討及批准管理層的薪酬建議；
user: Please translate the following sentence from English to Chinese: (2) the purchaser of the shares and the Company, each of the shareholders, Directors, Supervisors, General Manager and other members of senior management of the Company, as well as the Company when acting on behalf of the Company and each director, supervisor, General Manager and other members of senior management, agree with each shareholder that all of the disputes and claims arising from the Articles of Association, or any rights and obligations stipulated in the Company Law and other Chinese laws and administrative regulations relating to the Company, shall be referred to arbitration in accordance with the Articles of Association.

assistant: (2) 股份購買人與公司、公司的每名股東、董事、監事、總經理及高級管理人員同意，而代表中國發行人本身及每名董事、監事、總經理及高級管理人員行事的公司亦與每名股東同意，就公司章程或就《公司法》或其他有關法律或行政法規所規定的權利或義務發生的、與公司事務有關的爭議或權利主張，須根據公司章程的規定提交仲裁解決，及任何提交的仲裁均須視爲授權仲裁庭進行公開聆訊及公佈其裁決。
user: Please translate the following sentence from English to Chinese: The funds for the repurchase shall be provided from the after-tax profit.

assistant: 用於收購的資金應當從公司的稅後利潤中支出；
user: Please translate the following sentence from English to Chinese: (ii) the lawful distribution of the Company’s assets as dividends;

assistant: （二）公司依法以其財產作爲股利進行分配；
user: Please translate the following sentence from English to Chinese: and (2) this Bye-law 9A0 shall not apply in relation to the issue of Ordinary Shares paid out of profits or reserves and issued in lieu of a cash dividend.

assistant: 及 (2) 本章程細則第9A(10)(a)(iii)條不得適用於撥付有關溢價或儲備發行普通股並代替現金股息。
user: Please translate the following sentence from English to Chinese: The aforesaid remuneration matters shall include:

assistant: 前述報酬事項包括：
user: Please translate the following sentence from English to Chinese: Domestic investors are investors within the territory of the PRC, except for those from the aforementioned regions who subscribe for the shares issued by the Company.

assistant: 境內投資人是指認購公司發行股份的，除前述地區以外的中華人民共和國境內的投資人。
user: Please translate the following sentence from English to Chinese: (3) to exercise the discretion vested in him personally and not to allow himself to act under the control of any other party and, unless and to the extent permitted by laws, administrative regulations or with the informed consent of shareholders given in a general meeting, not to delegate his discretion to other parties;

assistant: （三）親自行使所賦予他的酌量處理權，不得受他人操縱； 非經法律、行政法規允許或者得到股東大會在知情的情況下的同意，不得將其酌量處理權轉給他人行使；
user: Please translate the following sentence from English to Chinese: If the Board of Directors of the Company fails to comply with this clause, relevant responsible Directors shall bear joint liability pursuant to the laws.

assistant: 公司董事會不按照第一款的規定執行的，負有責任的董事依法承擔連帶責任。
user: Please translate the following sentence from English to Chinese: (ii) The Value of a Futures Contract under which the Company is the seller of the relevant Commodity, share price index or other subject matter of such Futures Contract, shall be the positive or negative amount given by the formula:

assistant: (ii) 期貨合約的價值（其中本公司爲相關商品、股價指數或該期貨合約的其他有關事項的賣方）爲按照以下公式計算得出的正數或負數金額：
user: Please translate the following sentence from English to Chinese: 7) contain a conspicuous statement that a shareholder entitled to attend and vote at such meeting is entitled to appoint one or more proxies to attend and vote at such meeting 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股東；
user: Please translate the following sentence from English to Chinese: (a) the giving of any security or indemnity either:

assistant: (a) 於以下情況提供任何抵押或彌償保證：
user: Please translate the following sentence from English to Chinese: (13) to consider the motions raised by shareholders holding not less than 5% of the Company's shares attached with voting rights;

assistant: （十三）審議代表公司有表決權的股份百分之五以上（含百分之五）的股東 的提案；
user: Please translate the following sentence from English to Chinese: (1) to access financial statements, records and vouchers of the Bank at any time and to require the directors or senior executive officers to provide relevant information and explanations;

assistant: （一）隨時查閱本行的帳簿、記錄或者憑證，並有權要求本行的董事、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) If the ordinary course of business of the Company includes extension of loans and provision of guarantees for loans, the Company may extend a loan or provide a guarantee for a loan to any of the relevant Directors, supervisors, President or other senior management members or their respective associates on normal commercial terms and conditions.

assistant: （三）如公司的正常業務範圍包括提供貸款、貸款擔保，公司可以向有關董事、監事、總裁和其他高級管理人員及其相關人提供貸款、貸款擔保，但提供貸款、貸款擔保的條件應當是正常商務條件。
user: Please translate the following sentence from English to Chinese: The board of directors shall convene an extraordinary general meeting within two months of any of the following circumstances:

assistant: 有下列情形之一的，董事會應當在 2 個月內召開臨時股東大會：