billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;

assistant: (a) 各股東的姓名和地址、股東所持有的股份數目及類別、就該股份所繳付的款項或同意被視爲已繳付的款項；
user: Please translate the following sentence from English to Chinese: Article 116 The chairman of the meeting shall be responsible for determining whether a shareholders’ resolution has been passed, such determination shall be final and conclusive and shall be announced in the meeting and recorded in the minutes.

assistant: 第一百一十六條會議主席負責決定股東大會的決議是否通過，其決定爲終局決定，並應當在會上宣佈和載入會議記錄。
user: Please translate the following sentence from English to Chinese: (1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

assistant: (1) 倘董事會或本公司在股東大會議決就本公司任何類別股本派付或宣派股息，則董事會可進而議決：
user: Please translate the following sentence from English to Chinese: BERMUDA CERTIFICATE OF DEPOSIT OF MEMORANDUM OF REDUCTION OF SHARE PREMIUM THIS IS TO CERTIFY that a Memorandum of Reduction of Share Premium of ABC COMMUNICATIONS (HOLDINGS) LIMITED was delivered to the Registrar of Companies on the 18th day of August, 2008.

assistant: 註冊編號：16665 百慕達呈交削減股份溢價賬的組織章程的證書 茲證明佳訊（控股）有限公司削減股份溢價賬的組織章程已於二零零八年八月十八日送交公司註冊處處長。
user: Please translate the following sentence from English to Chinese: 10.1 The Company may from time to time by ordinary resolution:

assistant: 10.1 本公司可不時通過普通決議：
user: Please translate the following sentence from English to Chinese: (ii) except as expressly provided in Clause 12, exercise any right in respect of the Trust Property or any part of the Trust Property or lodge any caveat or other notice affecting the Trust Property or any part of the Trust Property;

assistant: (ii) 除第12條明確規定者外，對受託產業或受託產業的任何部分行使任何權利，或提交影響受託產業或受託產業的任何部分的任何知會備忘或其他通知；
user: Please translate the following sentence from English to Chinese: If the chairman of the board of directors is unable to exercise his/her functions and powers, he/she may appoint a vice chairman of the board of directors to exercise the functions and powers on his/her behalf.

assistant: 董事長不能履行職權時, 由董事長指定一名副董事長代行其職權。
user: Please translate the following sentence from English to Chinese: (a) the adoption, modiﬁcation or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his Associate(s) may beneﬁt;

assistant: (a) 有關採納、修訂或執行任何僱員股份計劃、股份獎勵計劃或購股權計劃，而董事或其聯繫人可因該等計劃獲得利益；
user: Please translate the following sentence from English to Chinese: (10) an increase in the rights and privileges of shares of another class;

assistant: （十）增加其他類別股份的權利和特權；
user: Please translate the following sentence from English to Chinese: Article 255 The notice of a meeting of the Board of Supervisors shall contain the following contents:

assistant: 第⼆百五⼗五條監事會會議通知包括以下內容：
user: Please translate the following sentence from English to Chinese: (1) by making a general offer to all of its shareholders for the repurchase of shares on a pro rata basis;

assistant: (一) 向全體股東按照相同比例發出購回要約；
user: Please translate the following sentence from English to Chinese: The minority interests protection committee of the Board shall have at least three (3) members, of which the chairman should be served by an independent director.

assistant: 董事會小股東權益保障委員會至少由 3 名委員組成，其中主任委員應由獨立董事擔任。
user: Please translate the following sentence from English to Chinese: Article 93  The following circumstances shall be deemed to be a variation or abrogation of the class rights of a class:

assistant: 第九十三條　下列情形應當視爲變更或者廢除某類別股東的權利：
user: Please translate the following sentence from English to Chinese: (ii) allotment letters:

assistant: (ii) 配發函件：
user: Please translate the following sentence from English to Chinese: (IV) matters and topics;

assistant: （四）事由和議題；
user: Please translate the following sentence from English to Chinese: (I) In the event of any dispute or claim between a holder of overseas listed foreign shares and the Company, between a holder of overseas listed foreign shares and a director, supervisor, the manager or other senior executive, and between a holder of overseas listed foreign shares and a holder of domestic shares arising from rights and obligations specified in the Articles of Association, Company Law and other relevant laws and administrative regulations and relating to the affairs of the Company, the parties concerned shall submit the said dispute or claim for arbitration.

assistant: （一）凡境外上市外資股股東與公司之間，境外上市外資股股東與公司董事、監事、經理或者其它高級管理人員之間，境外上市外資股股東與內資股股東之間，基於公司章程、《公司法》及其它有關法律、行政法規所規定的權利義務發生的與公司事務有關的爭議或者權利主張，有關當事人應當將此類爭議或者權利主張提交仲裁解決。
user: Please translate the following sentence from English to Chinese: The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

assistant: 股份聯名持有人須共同及個別負責支付有關股份涉及之所有催繳股款及到期的分期股款或有關的其他款項。
user: Please translate the following sentence from English to Chinese: If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

assistant: 倘於有關續會上，於大會指定舉行時間起計半小時內出席人數未達到法定人數，則須予散會。
user: Please translate the following sentence from English to Chinese: (1) there is a discrepancy between the provisions of the Articles of Association and those of laws and administrative regulations after the amendment to the Company Law or relevant laws and administrative regulations;

assistant: 必備條 （一）《公司法》或有關法律、行政法規修改後，章程規定的事項與修改後的法律、行政法規的規定相牴觸；
user: Please translate the following sentence from English to Chinese: "the Board" shall mean the Directors from time to time of the Company or (as the context may require) the majority of Directors present voting at a meeting of the Directors.

assistant: 「董事會」指本公司不時之董事或（根據文義要求）出席董事會議並投票的大多數董事。
user: Please translate the following sentence from English to Chinese: In order to protect the lawful interests of China Merchants Bank Co., Ltd. (the “Bank”), its shareholders and creditors and regulate the organisation and acts of the shareholders’ general meetings of the Bank, the Bank has formulated these rules of procedures (the “Rules”) according to the “Company Law of the People’s Republic of China” (the “Company Law”), the “Commercial Banking Law of the People’s Republic of China”, the “Rules of General Meetings Convened by Shareholders of Listed Companies” promulgated by China Securities Regulatory Commission, the “Mandatory Provisions of the Articles of Association of Companies Listed Overseas”, the “Guidelines for Articles of Association of Listed Companies (2006 Revision)” and other pertinent laws, regulations and normative documents as well as the “Articles of Association of China Merchants Bank Co., Ltd.” (the “Articles”).

assistant: 爲維護本行、股東及債權人的合法權益，規範本行股東大會的組織和行爲，根據《中華人民共和國公司法》、《中華人民共和國商業銀行法》、中國證券監督管理委員會《上市公司股東大會規則》、《到境外上市公司章程必備條款》、《上市公司章程指引（2006年修訂）》等法律、法規、規範性文件及《招商銀行股份有限公司章程》（以下簡稱「本行章程」）制訂本議事規則（以下簡稱「本規則」）。
user: Please translate the following sentence from English to Chinese: whether real or personal, movable or immovable.

assistant: 不論實際或個人，動產或不動產，並就此接納付款。
user: Please translate the following sentence from English to Chinese: (C) The provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the rights whereof are to be varied.

assistant: (C) 本細則的條文適用於僅變更或廢除任何類別的部份股份所附帶的特別權利，猶如受不同對待的各組該類別股份構成一個單獨類別，而所附的權利將予以更改。
user: Please translate the following sentence from English to Chinese: The criterion for such significant investments is:

assistant: 該等重大投資的標準爲：
user: Please translate the following sentence from English to Chinese: If the Board considers it necessary or appropriate, the Company may establish and maintain a branch register or registers of members at such location or locations within or outside Luxembourg as the Board thinks fit.

assistant: 若董事會認爲必要或恰當，本公司可在董事會認爲合適的一個或以上的盧森堡境內或境外地方，設立存置一份或多份股東名冊分冊。
user: Please translate the following sentence from English to Chinese: The receiving agents appointed by the Company shall meet the requirements of the laws of the place(s), or the relevant regulations of the securities exchange(s), where the shares are listed.

assistant: 公司委任的收款代理人應符合上市地法律或者證券交易所有關規定的要求。
user: Please translate the following sentence from English to Chinese: (2) Where the public interest so requires;

assistant: 2、公衆利益有要求；
user: Please translate the following sentence from English to Chinese: Before the expiry of the director’s term of office, the shareholders’ general meeting shall not dismiss any director without any reason.

assistant: 董事在任期屆滿以前，股東大會不得無故解除其職務。
user: Please translate the following sentence from English to Chinese: The Board shall issue a supplemental notice of general meeting announcing the contents of the provisional proposals within 2 days upon receipt of the proposals.

assistant: 董事會應當在收到提案後2日內發出股東大會補充通知，公告臨時提案的內容。
user: Please translate the following sentence from English to Chinese: Each supervisor has one vote at the meeting of the Board of Supervisors, and the voting shall be performed either through an open vote or in writing.

assistant: 監事會會議的表決實行一人一票，以記名和書面等方式進行。
user: Please translate the following sentence from English to Chinese: (c) divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

assistant: (c) 將股份分爲若干類別，以及在不影響先前賦予現有股份持有人任何特別權利的情況下，附加任何優先、遞延、合資格或特別權利、特權或條件或施加任何限制； 如本公司並無在股東大會就上述作出決定，則可由董事會決定。
user: Please translate the following sentence from English to Chinese: a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59 paid up or credited as paid up.

assistant: 「普通決議」 普通決議爲由有權投票之股東親身或（若股東爲法團）由其正式授權之代表或代理人（如允許）於股東大會上以簡單多數票數通過的決議，且該大會的通告已根據細則第 59 條發出。
user: Please translate the following sentence from English to Chinese: A holder of Overseas-Listed Foreign Shares of the Company listed in Hong Kong who has lost his share certificate and applies for a replacement certificate to be issued shall comply with the following requirements:

assistant: 到香港上市公司的境外上市外資股股東遺失股票申請補發的，其股票的補發應當符合下列要求：
user: Please translate the following sentence from English to Chinese: A notice of meeting shall be deemed to have been served on a director who is present at a meeting and who has not, before or during the meeting, raised the fact that he has not received a notice of the meeting.

assistant: 董事如已出席會議，並且未在到會前或會議開始時提出未收到會議通知的異議，應視作已向其發出會議通知。
user: Please translate the following sentence from English to Chinese: Article 102 If the chairman of the meeting has any doubt as to the result of voting on any resolution, he may have the votes counted.

assistant: 第一百零二條會議主席如果對提交表決的決議結果有任何懷疑，可以對所投票數進行點算；
user: Please translate the following sentence from English to Chinese: Article 288　The term of engagement of an accounting firm engaged by the Bank shall start from the closing of the current annual shareholders’ general meeting and end at the closing of the next annual shareholders’ general meeting.

assistant: 第二百八十八條　本行聘用會計師事務所的聘期，自本行本次年度股東大會結束時起至下次年度股東大會結束時止。
user: Please translate the following sentence from English to Chinese: with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

assistant: 經主席同意，該要求可於大會結束或投票表決前（以較早者爲準）隨時撤回。
user: Please translate the following sentence from English to Chinese: (c) the Auditors;

assistant: (c) 審計師；
user: Please translate the following sentence from English to Chinese: (g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

assistant: (g) 除上述者外，法規中所界定的詞彙及表述應於細則內賦有相同的涵義（如並無與文中主題不符）；
user: Please translate the following sentence from English to Chinese: (1) The Board shall cause minutes to be duly entered in books provided for the purpose:

assistant: (1) 董事會須就以下方面安排將會議紀錄妥善收錄簿冊中：
user: Please translate the following sentence from English to Chinese: Article 160  The Board shall consist of 11 Directors, including 1 Chairman and 1 Vice Chairman.

assistant: 第一百六十條　董事會由11名董事組成，設董事長1人，副董事長1人。
user: Please translate the following sentence from English to Chinese: After the registration of the change by the Company in accordance with law, its business licence number is: 440000400014751.

assistant: 公司依法辦理變更登記後，其營業執照號碼爲 440000400014751。
user: Please translate the following sentence from English to Chinese: When the Chairman of the Board of Directors is unable or fails to perform his duties, the Vice Chairman shall act on his behalf;

assistant: 董事長不能履行職務或不履行職務時，由副董事長代爲履行；
user: Please translate the following sentence from English to Chinese: (ii) in the case of any other meeting, by a majority in number of the shareholders having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent. in nominal value of issued shares giving that right.”;

assistant: (ii) 倘屬任何其他大會，有權出席大會並於會上表決之大多數股東（即合共持有賦予該權利之已發行股份面值不少於百分之九十五之大多數股東）同意召開該大會。」
user: Please translate the following sentence from English to Chinese: (V) other rights conferred to preference shareholders by laws, administrative regulations, rules and the Articles.

assistant: （五）法律、行政法規、規章和本章程規定的優先股股東應享有的其他權利。
user: Please translate the following sentence from English to Chinese: (2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Bye-laws, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

assistant: (2) 倘股份以兩名或以上人士名義登記，則於股東名冊內排名首位的人士視爲接收通告的人士，並在公司細則規定下，就有關本公司全部或任何其他事項（轉讓股份除外）而言，視爲該股份的唯一持有人。
user: Please translate the following sentence from English to Chinese: If the inaugural general meeting does not exercise its power under the preceding paragraph, the board of directors shall exercise such power.

assistant: 公司創立股東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 transferor shall be deemed to remain a Member until the name of the transferee is entered in the Register of Members in respect of the relevant Shares.

assistant: 轉讓人須仍被視作成員，直至受讓人的名稱就相關股份登記入股東名冊。
user: Please translate the following sentence from English to Chinese: The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books,

assistant: 該等細則規定的收支表及資產負債表須由核數師審查，並由核數師對相關簿冊、賬目
user: Please translate the following sentence from English to Chinese: The supervisory committee shall consist of 7 supervisors, 1 of whom shall be the chairman of the committee.

assistant: 監事會由 7 名監事組成，其中 1 人出任監事會主席。
user: Please translate the following sentence from English to Chinese: CERTIFICATE OF INCORPORATION

assistant: 註冊成立證明書
user: Please translate the following sentence from English to Chinese: Shareholders of the Company who abuse their shareholder’s rights and thereby causing loss on the Company or other shareholders shall be liable for loss compensation according to the law.

assistant: 公司股東濫用股東權利給公司或者其他股東造成損失的，應當依法承擔賠償責任。
user: Please translate the following sentence from English to Chinese: Upon submission of a resignation or maturity of the tenure, a director’s confidentiality obligations in respect of commercial secrets and other confidential information of the Company shall remain effective after his resignation or the termination of his tenure until such secrets have become open information.

assistant: 董事提出辭職或者任期屆滿，其對公司商業祕密等保密信息保密的義務在其辭職或任職結束後仍然有效，直至該祕密成爲公開信息。
user: Please translate the following sentence from English to Chinese: “summarized financial statements” shall have the meaning ascribed to them in the section 87A(3) of the Companies Act as may be amended from time to time;

assistant: 「財務報表概要」指具有公司法第 87A(3)條（經不時修訂）所賦予之涵義；
user: Please translate the following sentence from English to Chinese: (3) the register of shareholders maintained at such other place as the Board of Directors may consider necessary for the purpose of listing of the Company’s shares.

assistant: （三）董事會爲公司股票上市的需要而決定存放在其他地方的股東名冊。
user: Please translate the following sentence from English to Chinese: (iv) the annual budge, final account plans, balance sheet, income statement and other financial statements of the Company;

assistant: （四）公司年度預算方案、決算方案、資產負債表、利潤表及其他財務報表；
user: Please translate the following sentence from English to Chinese: (b) any dividend mandate or any variation or cancellation thereof or any notification of change or name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

assistant: (b) 本公司記錄任何股息授權書更改、撤銷或通告之日起計滿兩（2）年後任何時間銷燬該授權書或其任何更改或撤銷，或任何名稱或位址變動之通告；
user: Please translate the following sentence from English to Chinese: (C) nationality;

assistant: (C) 國籍；
user: Please translate the following sentence from English to Chinese: The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates need not be autographic but may be affixed to any such certificate by some mechanical means or may be printed thereon or that such certificates need not be signed by any person.

assistant: 董事局可通過決議案決定（一般情況或任何特定情況下），任何有關股票上任何簽名毋須爲親筆簽名，而可以若干機印方式加蓋或加印於任何該等證書上，或該等證書毋須由任何人士簽署。
user: Please translate the following sentence from English to Chinese: In these Articles, the meaning of an accountants firm is the same as that of "auditors".

assistant: 本章程中所稱會計師事務所的含義與“核數師”相同。
user: Please translate the following sentence from English to Chinese: has the meaning ascribed to it by Section 15 of the Companies Ordinance;

assistant: 具有公司條例第15條所賦予此詞彙的涵義；
user: Please translate the following sentence from English to Chinese: The remuneration of any Auditor appointed by the Board under this Article may be fixed by the Board.

assistant: 董事會根據本條細則委任的任何審計師的酬金由董事會確定。
user: Please translate the following sentence from English to Chinese: 1) in the case of the Company’s repurchase of its own shares by making a repurchase offer to all shareholders on a pro rata basis or repurchasing at the stock exchange through market transaction in accordance with the article 33 of this articles, “interested shareholders” shall refer to the controlling shareholders as defined in article 64 of this articles;

assistant: （一） 在公司按本章程第三十三條的規定向全體股東按照相同比例發出購回要約或者在證券交易所通過公開交易方式購回自己股份的情況下，“有利害關係的股東”是指本章程第六十四條所定義的控股股東；
user: Please translate the following sentence from English to Chinese: 12. Amending or abolishing articles stipulated 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: (II) the auditing firm shall issue a standard unqualified audit report on the financial report of the Company for the year;

assistant: (II) 審計機構對該年度公司財務報告出具標準無保留意見的審計報告；
user: Please translate the following sentence from English to Chinese: In addition to any rights and remedies provided by the laws and administrative regulations, where a Director, supervisor, general manager and other senior management of the Company is in breach of his duties to the Company, the Company has the right to:

assistant: 公司董事、監事、經理和其他高級管理人員違反對公司所負的義務時，除法律、行政法規規定的各種權利、補救措施外，公司有權採取以下措施：
user: Please translate the following sentence from English to Chinese: Remuneration of Managing Directors, etc.

assistant: 董事總經理等的酬金
user: Please translate the following sentence from English to Chinese: (7) the substantial shareholders should support our Company to improve its solvency if it does not meet regulatory requirements on solvency;

assistant: （七）公司償付能力達不到監管要求時，公司主要股東應當支持公司改善償付能力；
user: Please translate the following sentence from English to Chinese: 30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles;

assistant: 30. 於有關收回任何催繳到期款項的任何訴訟或其他法律程序的審訊或聆訊中，根據細則，只須證明被起訴的作爲有應計負債股份的持有人或其中一位持有人的名稱記錄於股東名冊，作出催繳的決議案正式記錄於會議記錄冊，以及催繳通知已正式發給被起訴的股東；
user: Please translate the following sentence from English to Chinese: (d) any allotment letters after the expiry of seven (7) years from the date of issue thereof;

assistant: (d) 任何配發函件可於其發出日期起計七（7）年屆滿後銷燬；
user: Please translate the following sentence from English to Chinese: A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

assistant: 根據董事會決定，催繳股款的通知可整體或部分延期、延緩或撤銷，但所有股東均不得享有對該通知進行延期、延緩亦或是撤銷的權利，董事會同意和批准除外。
user: Please translate the following sentence from English to Chinese: (5) Notes to the accounting statements；

assistant: （五）會計報表附註；
user: Please translate the following sentence from English to Chinese: The general meeting shall be convened by the Board, and the chairman of the Board shall act as the presider of the meeting.

assistant: 股東大會由董事會召集，董事長擔任會《必備條款》議主席；
user: Please translate the following sentence from English to Chinese: and (iii) the successor trustee-manager shall be under the same obligations with respect to the performance and discharge of any obligations entered into or Liabilities incurred by the Resigning Trustee-Manager (or the Trustee-Manager being removed or retiring) in its capacity as trustee and/or manager or otherwise for the account of the Trust as the Resigning Trustee-Manager (or the Trustee-Manager being removed or retiring) or otherwise for the account of the Trust as the Resigning Trustee-Manager (or the Trustee-Manager being removed or retiring) was or would have been but for its resignation, removal or retirement.

assistant: 及 (iii) 繼任託管人－經理就履行及執行辭任的託管人－經理（或被罷免或退任的託管人－經理）以其作爲託管人及／或經理的身份或以其他方式因信託承擔的責任及產生的一切負債承擔的責任，與辭任的託管人－經理（或被罷免或退任的託管人－經理）所承擔或原應承擔但因其辭任、被罷免或退任而未承擔者相同。
user: Please translate the following sentence from English to Chinese: (2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members.

assistant: (2) 若本公司清盤（不論爲自願或由法院下令清盤），則清盤人可在獲特別決議案授權及公司法規定的任何其他同意的情況下，將本公司全部或任何部分資產以實物形式分派予股東，而不論此等資產是否由同一類財產組成或由如前所述分爲不同類別的財產組成，且清盤人可就此爲任何一個或多個類別的財產確定其認爲公平的價值，並可決定在股東或不同類別股東之間的分派方式。