billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

assistant: (1) 儘管本細則有任何其他規定，於每屆股東周年大會上，當時爲數三分之一的董事（或如董事人數並非三(3)的倍數，則須爲最接近但不少於三分之一之數目）須輪席退任，每位董事須至少每三年在股東周年大會上輪席退任一次。
user: Please translate the following sentence from English to Chinese: 3.any persons employed by a shareholding entity directly or indirectly holding over 5% of the shares issued by the Company, or those employed by the top five shareholding entity or their direct relatives;

assistant: （三）在直接或者間接持有公司已發行股份 5%以上的股東單位或者在公司前 5 名股東單位任職的人員及其直系親屬；
user: Please translate the following sentence from English to Chinese: The decision of the chairman on such matters shall be final and conclusive. PROXIES 78.

assistant: 主席就該等事項作出的決定須爲最終及具決定性的決定。 受委代表 78.
user: Please translate the following sentence from English to Chinese: Upon the declaration of bankruptcy of the Company by the people’s court, the liquidation committee shall hand over the liquidation matters to the people’s court.

assistant: 公司經人民法院裁定宣告破產後，清算組應當將清算事務移交給人民法院。
user: Please translate the following sentence from English to Chinese: or (ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend.

assistant: 或 (ii) 有關股息支付或宣派前或同一時間派付、作出、宣派或公告的任何其他分派、紅利或權利。
user: Please translate the following sentence from English to Chinese: The notice of a shareholders’ general meeting shall be delivered to the shareholders (whether or not such shareholders are entitled to vote at the meeting) by hand or by pre-paid mail to the addresses of the shareholders as shown in the register of shareholders of the Company.

assistant: 股東大會通知應當向股東(不論在股東大會上是否必備條款第有表決權)以專人送出或者以郵資已付的郵件送五十七條出，收件人地址以股東名冊登記的地址爲準。
user: Please translate the following sentence from English to Chinese: Matters concerning the Company’s assigned external directors obtaining authorization from the Board of Directors for the resolution of items regarding matters mentioned above in this section in their position in the Board of Directors and shareholders (especially items in Articles 100 to 114):

assistant: 公司向外所派駐董事，就任職公司董事會、股東會涉及本節上述事項，特別是涉及第百條至第百十四條等事項的表決須取得公司董事會授權事宜：
user: Please translate the following sentence from English to Chinese: if the principal is a legal person, supplemented with the seal of the legal person.

assistant: 委託人爲法人股東的，應加蓋法人單位印章。
user: Please translate the following sentence from English to Chinese: A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the Chairman directs.

assistant: 就任何其他事項提出要求按股數投票表決，將按主席指示之方式及即時或按主席指示之時間（不超過要求按股數投票表決當日後三十(30)日）及地點進行。
user: Please translate the following sentence from English to Chinese: The Directors may also, without placing the same to reserve, carry forward any profits.

assistant: 董事會亦可以不將該款項存放於儲備，而將其任何利潤結轉。
user: Please translate the following sentence from English to Chinese: (3) to be responsible for the communication between the external auditing and the internal auditing;

assistant: （三）負責內部審計與外部審計之間的溝通；
user: Please translate the following sentence from English to Chinese: （III） states matters to be discussed at the meeting;

assistant: （三）說明會議將討論的事項；
user: Please translate the following sentence from English to Chinese: For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

assistant: 就本細則而言，董事 向董事會提交一般通知表明：
user: Please translate the following sentence from English to Chinese: The accounting records shall be kept at the Office or, subject to the Act, at such other place or places as the Board decides and shall always be open to inspection by the Directors of the Company.

assistant: 會計記錄必須存置於辦事處或在符合公司法之規定下，董事會所決定之其他地方，並須隨時公開以供本公司董事查閱。
user: Please translate the following sentence from English to Chinese: (a) in the form of Share Stapled Units;

assistant: (a) 股份合訂單位；
user: Please translate the following sentence from English to Chinese: Article 140

assistant: 第一百四十條
user: Please translate the following sentence from English to Chinese: (g) references to a “dollar” or “dollars” or $ is a reference to dollars of the Hong Kong;

assistant: (g) 對「元」的提述乃指港元；
user: Please translate the following sentence from English to Chinese: "Auditors" shall mean the persons appointed by the Company from time to time to perform the duties of auditors of the Company;

assistant: 「核數師」指本公司不時委任以履行本公司核數師職責的人士；
user: Please translate the following sentence from English to Chinese: Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Bye-law;

assistant: 就任何其他有酬勞職務或職位向任何董事支付之任何酬金（不論以薪金、佣金、參與分派溢利或其他方式）須爲根據任何其他細則所規定之任何酬金以外之額外酬金；
user: Please translate the following sentence from English to Chinese: The shareholder attends the general meeting of shareholders through the above ways will be deemed as attendance.

assistant: 股東大會將設置會場，以現場會議形式召開。
user: Please translate the following sentence from English to Chinese: 4. to be responsible for any expenses and costs incurred in engaging advisors by the independent directors or in exercising the powers and performing their duties of the independent directors;

assistant: （四）獨立董事聘請仲介機構的費用及其他行使職權時所需的費用由公司承擔；
user: Please translate the following sentence from English to Chinese: (2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

assistant: (2) 凡根據第53條有權登記爲任何股份持有人的人士，均可就有關股份於任何股東大會上以相同方式投票，猶如其爲有關股份的登記持有人，惟該人士須於其擬投票的大會或續會（視情況而定）舉行時間至少四十八（48）小時前，令董事會信納其就有關股份的權利，或董事會先前已承認其就有關股份於該大會上投票的權利。
user: Please translate the following sentence from English to Chinese: With the approval and procedures as required by these Articles of Association, the Bank may issue new shares to increase the capital in accordance with the procedures stipulated in the relevant laws and administrative regulations of the State.

assistant: 本行增資發行新股，按照本章程的規定批准後，根據國家有關法律、行政法規規定的程序辦理。
user: Please translate the following sentence from English to Chinese: However, except for otherwise agreed in writing between the Company and creditor before the division in respect of the debt repayment.

assistant: 但是，公司在分立前與債權 人就債務清償達成的書面協議另有約定的除外。
user: Please translate the following sentence from English to Chinese: (1) the Company’s Board of Directors, Supervisory Committee and shareholders who alone or together hold at least 3 percent of the outstanding shares of the Company may nominate candidates for the post of independent non-executive director; such directorships will be decided through election by the general meeting;

assistant: （一）公司董事會、監事會、單獨或者合併持有公司已發行股份百分之三以上的股東可以提出獨立非執行董事候選人，並經股東大會選舉決定。
user: Please translate the following sentence from English to Chinese: The Company’s increase in capital by issuing new shares shall be handled in accordance with the procedures provided for in the relevant PRC laws and administrative regulations and after having been approved in accordance with the Articles.

assistant: 公司增資發行新股，按照本章程的規定批准後，根據國家有關法律、行政法規規定的程序辦理。
user: Please translate the following sentence from English to Chinese: Article 3 The general meeting shall exercise its functions and powers within the scope specified by the Company Law and the Articles of Association.

assistant: 第三條股東大會應當在《公司法》和《公司章程》規定的範圍內行使職權。
user: Please translate the following sentence from English to Chinese: Licensed operations including coal mining (according to respective terms of validity on the licenses for coal mines), and coal wholesale operations (qualification certificate for coal business expiring on 10 August 2012);

assistant: 煤炭開採（有效期以各煤礦相關許可證的有效期限爲準）、煤炭批發（煤炭經營資格證有效期至0年月0日）；
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 of name or address at any time after the expiry of 2 years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;

assistant: (b) 於本公司記錄股息授權書或其更改或撤銷或任何變更名稱或地址的通告日期起計滿 2 年後，隨時銷燬該等授權書、更改、撤銷或通告；
user: Please translate the following sentence from English to Chinese: If any share shall stand in the names of two or more persons, the person first named in the register shall be deemed the sole holder thereof as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the share.

assistant: 如果任何股份以兩名或以上人士的名義登記，除轉讓該等股份以外，股東名冊中姓名排在第一位的人士應在關於通知送達及（受制於本細則的條文）所有或任何其他與本公司相關的事宜時，被視爲該等股份的唯一持有人。
user: Please translate the following sentence from English to Chinese: The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds.

assistant: 該等售賣的淨收益將屬本公司所有，而本公司在收取該等淨收益後，即對有關的前成員欠有數額相等於該等淨收益的債項。
user: Please translate the following sentence from English to Chinese: (A) An alternate Director shall (except when absent from the territory in which the Head Office is for the time being situate) be entitled to receive notices of meetings of the Board and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointer as a Director and for the purposes of the proceedings at such meeting the provisions of these presents shall apply as if he (instead of his appointor) were a Director.

assistant: (A) 替任董事（不在總辦事處當時所在地區者除外）應有權收取董事會會議通告，並可以董事身份出席任何有關會議（若對其作出委任之董事未能親身出席）及在該會上投票，並一般可在該等會議上行使其委任人作爲董事之所有職能，且就該會議之程序而言，本細則之條文將適用，猶如其（而非其委任人）爲董事。
user: Please translate the following sentence from English to Chinese: (2) Where a Member is a clearing house (or its nominee(s) and, in each case, being a corporation), it may authorise or appoint such persons as it thinks fit to act as its representatives or proxies at any meeting of the Company or at any meeting of any class of Members provided that the authorisation or instrument of proxy shall specify the number and class of shares in respect of which each such person is so authorised or appointed.

assistant: (2) 如股東爲結算所（或其代名人，均身爲公司），則可授權或委任其認爲適合的人士擔任於本公司任何大會或任何類別股東大會的代表，惟該授權或委任代表文據須指明獲授權或獲委任各有關人士所代表的股份數目及類別。
user: Please translate the following sentence from English to Chinese: (c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

assistant: (c) 任何已登記的股份轉讓文書，可於登記之日起計七(7)年屆滿後任何時間銷燬；
user: Please translate the following sentence from English to Chinese: 16. Ma Dongjun

assistant: 16. 馬棟軍
user: Please translate the following sentence from English to Chinese: Any notices, documents, information or written statement from the shareholders or directors to the Company shall be delivered personally or sent by registered mail to the legal address of the Company.

assistant: 股東或董事向公司送達的任何通知、文件、資料或書面聲明可由專人或以掛號郵件方式送往公司之法定地址。
user: Please translate the following sentence from English to Chinese: (1) to review and provide a written opinion on the regular reports of the Company prepared by the Board;

assistant: （一）應當對董事會編制的公司定期報告進行審覈並提出書面審覈意見；
user: Please translate the following sentence from English to Chinese: The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the beneﬁt of the Members as the liquidator with the like authority shall think ﬁt, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

assistant: 清盤人可在獲得同樣授權的情況下，將任何部分資產交予清盤人（在獲得同樣授權的情況下）認爲適當而爲股東利益設立的信託的受託人，本公司的清盤即時結束，本公司解散，惟不得強迫出資股東接受任何負有債務的股份或其他財產。
user: Please translate the following sentence from English to Chinese: For all purposes the quorum for a general meeting shall be two members present in person or by proxy or (in the case of a member being a corporation) by the duly authorised representative provided always that if the Company has only one member of record the quorum shall be that one member present in person or by proxy or (in the case of a member being a corporation) by the duly authorised representative.

assistant: 在所有情況下，股東大會之法定人數必須爲兩位親自或由受委代表或（若股東爲公司）其正式授權代表出席之股東，惟在任何情況下，若根據記錄本公司僅有一位股東，該名股東親自或由受委代表或（若股東爲公司）其正式授權代表出席之股東出席即構成法定人數。
user: Please translate the following sentence from English to Chinese: All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, indorsed or otherwise executed, as the case may be, in such manner as the board shall from time to time by resolution determine.

assistant: 所有支票、承兌票據、本票、匯票及其他流通票據以及支付予本公司款項之所有收據均須按董事會透過決議案不時決定的方式簽署、開具、接納、背書或以其他方式簽訂（視乎情況而定）。
user: Please translate the following sentence from English to Chinese: The notice shall specify the place, day and time of meeting and the general nature of the business to be transacted.

assistant: 須列明會議地點、日期及時間及待處理事項之一般性質。
user: Please translate the following sentence from English to Chinese: the principal register and where applicable, any branch register of Members of the Company to be kept pursuant to the provisions of the Act.

assistant: 本公司股東名冊主冊及（如適用）根據《公司法》條文置存之任何股東名冊分冊。
user: Please translate the following sentence from English to Chinese: PAGE 55

assistant: 第 55 頁
user: Please translate the following sentence from English to Chinese: A proxy need not be a Member.

assistant: 委任代表毋須爲本公司股東。
user: Please translate the following sentence from English to Chinese: Article 19

assistant: 第十九條
user: Please translate the following sentence from English to Chinese: 46. Any person becoming entitled to a share in consequence of the death or bankruptcy of any member may, upon such evidence of his title being produced as may from time to time be required by the Board (but subject to the provisions hereinafter contained), elect either to be registered himself as a member in respect of the share or to have some person nominated by him registered as transferee thereof.

assistant: 46. 凡因股東身故或破產而成爲有權享有任何股份之人士，於出示董事會可不時要求之有關其所有權之證據時，及在符合下文之規定下，可選擇將自己登記爲該股份之持有人，或選擇將其所提名之人士登記爲該股份之受讓人。
user: Please translate the following sentence from English to Chinese: When two or more companies merge to establish a new company, the parties to the merger dissolve.

assistant: 兩個以上公司合併設立一個新的公司爲新設合併，合併各方解散。
user: Please translate the following sentence from English to Chinese: (5) to demand the return of the interest earned or which may have been earned on any monies by the director, supervisor, the general manager and other senior management member which should have been received by the Company;

assistant: （五）要求有關董事、監事、總經理和其他高級管理人員退還因本應交予公司的款項所賺取的、或者可能賺取的利息；
user: Please translate the following sentence from English to Chinese: (1) At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Members appoint another auditor.

assistant: (1) 於每年的股東周年大會上或其後的股東特別大會上，股東應委任一名核數師以審覈本公司賬目，該核數師的任期應直至股東委聘另一名核數師爲止。
user: Please translate the following sentence from English to Chinese: (4) the Company’s annual financial budgets and final accounts, balance sheets, income statements and other financial statements;

assistant: （四）公司年度預、決算報告、資產負債表、利潤表及其它財務報表；
user: Please translate the following sentence from English to Chinese: The Board may at any time repay the amount so advanced upon giving to such member not less than one month’s notice in writing of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

assistant: 董事局可在給予該名股東不少於一個月之書面通知後隨時償還上述預繳款項，除非在該通知期滿之前預繳款項所涉及之股份已被催繳股款。
user: Please translate the following sentence from English to Chinese: (1) The Board of Directors, the Supervisory Committee or any shareholder(s) individually or collectively holding 1% or more of the issued shares of the Company may nominate candidates for independent non-executive directors for election by the shareholders’ general meeting.

assistant: （一）公司董事會、監事會、單獨或者合併持有公司已發行股份1%以上的股東可以提出獨立非執行董事候選人，並經股東大會選舉決定；
user: Please translate the following sentence from English to Chinese: No business shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the meeting.

assistant: 除非於大會開始時的出席人數達到規定法定人數，否則任何股東大會不得處理任何事項。
user: Please translate the following sentence from English to Chinese: (i) in the case of a meeting called as an annual general meeting, by all the members of the Company entitled to attend and vote thereat or their proxies;

assistant: (i) 倘若是股東周年大會，有權出席會議和投票的公司全體成員或他們的投票代表同意；
user: Please translate the following sentence from English to Chinese: If the Banking Regulator under the State Council objects to the person so nominated, such person may be treated as the candidate for director of the Bank instead of the candidate for independent director.

assistant: 對國務院銀行業監督管理機構持有異議的被提名人，可作爲本行董事候選人，但不作爲獨立董事候選人。
user: Please translate the following sentence from English to Chinese: (ii) By deleting Article 97(D) in its entirety and replaced with the word “[INTENTIONALLY DELETED]”.

assistant: (ii) 刪除章程細則第97(D) 條全文，並以「特意刪除」取代。
user: Please translate the following sentence from English to Chinese: (D) Notwithstanding anything contained in these Terms, no adjustment shall be made to the Conversion Price and/or the Notional Value in any case in which the amount by which the same would be reduced in accordance with the foregoing provisions of paragraph 7 would be less than one cent and any adjustment that would otherwise then be required to be made shall not be carried forward.

assistant: (D) 儘管該等條款載有各項條文，倘根據上述第 7 段條文削減之轉換價及╱或面值金額少於一仙，則不應對轉換價及╱或面值作出調整，而因其他原因須作出之任何調整不應結轉。
user: Please translate the following sentence from English to Chinese: The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

assistant: 委任代表文件須（除非出現與本文相反的情況）對與該文件有關大會的任何續會同樣有效。
user: Please translate the following sentence from English to Chinese: (7) Reviewing amendments to the Articles of Association and those of the subsidiaries, and making recommendations to the board of directors;

assistant: （七）審議公司及子公司的章程修訂方案，並向董事會提出建議；
user: Please translate the following sentence from English to Chinese: (1) to supervise the performance and implementation of the relevant State laws and administrative regulations as well as implementation of the resolutions of the shareholders’ general meeting by the Company, and exercise supervision over decision-making procedures for important matters.

assistant: （一）對公司貫徹執行國家有關法律、行政法規的情況，落實股東大會決議的情況進行監督，對董事會的重大決策程序進行監督；
user: Please translate the following sentence from English to Chinese: (b) the instrument of transfer is in respect of only one class of shares;

assistant: （b）轉讓文據僅涉及一類股份；
user: Please translate the following sentence from English to Chinese: The categories of opinions to be duly made by the independent directors in respect of the abovementioned matters:

assistant: 獨立董事應當就本條前述事項發表以下幾類意見之一：
user: Please translate the following sentence from English to Chinese: (1) to be in charge of the operation and management of the Company, to organize the implementation of the resolutions of the Board, and to report his or her work to the Board;

assistant: （一）主持公司的經營管理工作，組織實施董事會決議，並向董事會報告工作；
user: Please translate the following sentence from English to Chinese: Under any of the following circumstances, the board of directors shall convene an extraordinary general meeting within two months thereof:

assistant: 有下列情形之一的，董事會應在 2 個月內召開股東臨時會議：
user: Please translate the following sentence from English to Chinese: (ii) the Board, after determining the basis of allotment, shall give not less than two (2) weeks' Notice 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: (ii) 在決定配發基準後，董事會須向有關股份的持有人發出不少於兩(2)個星期的通知，說明該等持有人獲給予的選擇權利，並須連同該通知送交選擇表格，以及訂明爲使填妥的選擇表格有效而須遵循的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: The original register of holders of Hong Kong-listed foreign shares shall be kept in Hong Kong.

assistant: 在香港上市的境外上市外資股股東名冊正本的存放地爲香港。
user: Please translate the following sentence from English to Chinese: (c) the costs (whether incurred directly by the Company or not) of registering the Company or any document issued by it with any governmental regulatory body in any part of the world.

assistant: (c) 使本公司或其發行的任何文件於全球任何地方的任何政府監管部門進行登記的成本（無論是否直接由本公司產生）。
user: Please translate the following sentence from English to Chinese: Article 81 The Company’s Board of Directors, the Supervisory Committee and other internal structures operate independently.

assistant: 第八十一條 公司的董事會、監事會及其他內部機構應獨立運作。
user: Please translate the following sentence from English to Chinese: (2) The Board may issue warrants in registered form conferring the right upon the holders thereof to subscribe for any class of shares in the capital of the Company on such terms as it may from time to time determine.

assistant: (2) 董事會可以登記表格，按其不時決定的條款發行賦予其持有人權利可認購本公司股本中任何類別股份的認股權證。
user: Please translate the following sentence from English to Chinese: and (c) a meeting held in this way is deemed to take place at the place where the largest group of participating Directors or, as the case may be, members of the committee is assembled or, if no such group is readily identifiable, at the place from where the chairman of the meeting participates.

assistant: 及 (c) 若會議以上述形式進行，會議地點則以大部分董事或委員會成員（如情況適用）聚集的地方爲準；
user: Please translate the following sentence from English to Chinese: (c) Any such notice or document may be served or delivered by the Company by reference to the register as it stands at any time not more than fifteen days before the date of service or delivery.

assistant: (c) 本公司可參考送達或交付日期前不超過十五日內任何時間的股東名冊將任何通知或文件送達或交付。
user: Please translate the following sentence from English to Chinese: (g) creation of a new class of shares with voting rights, distribution rights or other privileges equal to or more than those of the shares of such class;

assistant: （七）設立與該類別股份享有同等或者更多表決權、分配權或者其他特權的新類別；
user: Please translate the following sentence from English to Chinese: Article 104 Any shareholder is entitled to inspect the copies of minutes free of charge during business hours of the Bank .

assistant: 第一百零四條股東可以在本行辦公時間免費查閱會議記錄複印件。
user: Please translate the following sentence from English to Chinese: (5) to sort out credits and debts;

assistant: （五）清理債權、債務；