billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: 17.40 Notwithstanding rule 17.41, the directors of the PRC issuer shall obtain the approval by special resolution of its shareholders in general meeting, prior to allotting any voting shares if such allotment would effectively alter the control of the PRC issuer.

assistant: 縱使《GEM 上市規則》第 17.41 條另有規定，如分配附有投票權的股份會實際上更改中國發行人的控制權，則中國發行人董事須事先在股東大會上獲得股東以特別決議批准，方可分配該等股份。
user: Please translate the following sentence from English to Chinese: (3) last day for dealing in partly paid form .

assistant: (3) 以未繳足股款方式買賣的最後期限 .
user: Please translate the following sentence from English to Chinese: (d) Principles applied in the consideration of spin-off applications In considering an application for listing by way of spin-off, the Exchange would apply the following principles:

assistant: (d) 考慮分拆上市申請時所採用的原則 考慮有關以分拆形式上市的申請時，本交易所將採用下列原則：
user: Please translate the following sentence from English to Chinese: (3) any of the following exceeds 10% of the total assets shown in the latest consolidated financial statements of the independent financial adviser’s ultimate holding company or, where there is no ultimate holding company, the independent financial adviser:

assistant: (3) 下列任何一項，佔獨立財務顧問的最終控股公司或（如無最終控股公司）獨立財務顧問的最近期綜合財務報表所示的資產總值超過 10%：
user: Please translate the following sentence from English to Chinese: For any subsequent issues launched in that same calendar year by that issuer over the same underlying security, index, currency or other asset, the listing fee, payable in one lump sum upon the application of the of the listing of such equity linked instrument, shall be:

assistant: 其後同一發行人在同一歷年就同一證券、指數、貨幣或其他資產而再推出發行的股票掛鉤票據，其上市費用則爲：
user: Please translate the following sentence from English to Chinese: Listed issuers must comply with the obligation (which arises under the Listing Agreement) to maintain confidentiality before the announcement of an issue.

assistant: 發行債務證券事宜公佈之前，上市發行人必須履行其責任（由上市協議規定），將有關事宜保密。
user: Please translate the following sentence from English to Chinese: (iii) announcements made solely under rule 17.12, rule 17.13 or rule 31.06;

assistant: (iii) 純粹根據《GEM 上市規則》第 17.12、17.13 或 31.06 條的規定刊發的公告；
user: Please translate the following sentence from English to Chinese: (3) last day for splitting:

assistant: (3) 分拆的最後期限：
user: Please translate the following sentence from English to Chinese: shall not exceed HK$400.00, plus the costs incurred by the Issuer (or its registrar) in publishing the required public notice.

assistant: 則所收取的費用不得超過 400 港元，另加發行人（或其股票過戶登記處）就發佈所需公告而產生的費用。
user: Please translate the following sentence from English to Chinese: I/we understand that this declaration/representation will be relied upon by the issuer in deciding whether or not to make any allotment of shares in response to this application.”

assistant: 本人╱吾等明白髮行人將會倚賴本聲明╱陳述，以決定是否就是項申請配發任何股份。
user: Please translate the following sentence from English to Chinese: (2) the property is acquired under a Qualified Property Acquisition (as defined in rule 19.04(10C)) falling under rules 19.33A to 19.33B;

assistant: (2) 屬於《GEM上市規則》第19.33A至第19.33B條所列的「合資格地產收購（」按《GEM上市規則》第 19.04(10C) 條定義）所收購的物業；
user: Please translate the following sentence from English to Chinese: (ii) issuers which have net liabilities as at their balance sheet date i.e. issuers whose liabilities exceed their assets.

assistant: (ii) 發行人於結算日錄得淨負債，即發行人的負債額高於其資產值。
user: Please translate the following sentence from English to Chinese: Issue of new warrants to existing warrantholders and/or altering the terms of existing warrants

assistant: 向現有權證持有人發行新權證及╱或更改現有權證條款
user: Please translate the following sentence from English to Chinese: (2) the summary of the relevant regulatory provisions (statutory or otherwise) of the jurisdiction in which the overseas issuer is incorporated or otherwise established, which is required by rule 24.09(3);

assistant: (2) 《GEM上市規則》第24.09(3)條規定刊載海外發行人註冊或成立司法地區的有關管制條文（法定或其他條文）撮要；
user: Please translate the following sentence from English to Chinese: and (iii) other equity derivatives.

assistant: 及 (iii) 其他股本衍生工具。
user: Please translate the following sentence from English to Chinese: The dates of and parties to all documents pertaining to the issue entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts.

assistant: 於緊接上市文件刊發前兩年內，有關集團內成員公司訂立的一切有關發行的文件的訂立日期及訂約各方，連同該等合約主要內容的概要。
user: Please translate the following sentence from English to Chinese: 28.09 Issuers are also reminded that these requirements are not exhaustive and that an applicant for listing must also supply any further documents and information which the Exchange may require in a particular case.

assistant: 28.09 發行人亦須注意，上述規定並末包羅一切要求，本交易所可就任何個別情況要求上市申請人提交其他文件及資料。
user: Please translate the following sentence from English to Chinese: The issuer shall provide the Exchange with detailed information on the allottees to be issued with securities under the general mandate.

assistant: 凡根據一般授權發行證券，發行人均須向本交易所提供有關獲分配股份人士的詳細資料。
user: Please translate the following sentence from English to Chinese: (3) the documents to be offered for inspection will be the documents corresponding to those mentioned in paragraph 54 of Part C of Appendix 1 and where any of such documents are not in the English language, certified English translations thereof must be available for inspection.

assistant: (3) 備查文件指附錄一 C 部第 54 段所述的文件。 如任何該等文件並無英文本，則須備有經認證的英文譯本以供查閱。
user: Please translate the following sentence from English to Chinese: The board should give clear directions to management on the matters that must be approved by it before decisions are made on the issuer’s behalf.

assistant: 董事會應明確指示管理層哪些事項須先經由董事會批淮而後方可代表發行人作出決定。
user: Please translate the following sentence from English to Chinese: However, regardless of who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work.

assistant: 不過，無論是誰代表保薦人簽署此表格，保薦人的管理層（定義見「證監會保薦人條文」）須就保薦人公司工作的監督及質素保證負有最終責任。
user: Please translate the following sentence from English to Chinese: (6) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.

assistant: (6) 有關集團的業務在過去 12 個月內出現任何中斷（對其財政狀況可能有或已有重大影響）的詳情。
user: Please translate the following sentence from English to Chinese: 4. For the purposes of this rule, references to a “new applicant” include references to the new applicant once it is listed, that is, the newly listed issuer, as applicable.

assistant: 4. 就本條規則而言，凡提及「新申請人」之處，均包括已上市的新申請人，即新上市發行人（如適用）。
user: Please translate the following sentence from English to Chinese: (i) involving fraud, dishonesty or corruption;

assistant: (i) 涉及欺詐、不誠實或貪污；
user: Please translate the following sentence from English to Chinese: Three year statement of financial position

assistant: 三年財務狀況表
user: Please translate the following sentence from English to Chinese: (2) if the overseas issuer does not have a board of directors the statement of responsibility required under paragraph 2 of Part C of Appendix 1 must be made by all the members of the overseas issuer’s equivalent governing body and the listing document should be modiﬁed appropriately;

assistant: (2) 如海外發行人並無董事會，《GEM 上市規則》附錄一 C 部第 2 段規定刊載的責任聲明須由海外發行人同等的決策機關內的全體成員作出，而上市文件應作出相應修訂；
user: Please translate the following sentence from English to Chinese: or (2) any subsidiary of a non wholly-owned subsidiary referred to in (1) above.

assistant: 或 (2) 以上第 (1) 段所述非全資附屬公司旗下任何附屬公司。
user: Please translate the following sentence from English to Chinese: (8) arrangements for transfer of the securities and (where permitted) any restrictions on their free transferability;

assistant: (8) 證券轉讓的安排及（如屬許可）有關證券自由轉讓的任何限制；
user: Please translate the following sentence from English to Chinese: Aspect B7:

assistant: 層面 B7：
user: Please translate the following sentence from English to Chinese: Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated.

assistant: 倘任何董事及高層管理人員與其他董事或高層管理人員有以下任何一種關係者，須予披露該等關係。
user: Please translate the following sentence from English to Chinese: (b) any material special or general conditions affecting the development of the property including building covenants and time limits for completion of the development;

assistant: (b) 影響物業發展的特別或一般重要環境因素，包括建築規約及完成發展計劃的期限；
user: Please translate the following sentence from English to Chinese: (1) the number and class of shares being pledged;

assistant: (1) 被質押的股份數目及類別；
user: Please translate the following sentence from English to Chinese: In assessing suitability, the Exchange will also have regard to the depositary’s experience in issuing and managing depositary receipts programmes in Hong Kong or overseas.

assistant: 在評估有關存管人是否合適時，本交易所亦會考慮存管人在香港或海外發行及管理預託證券計劃的經驗。
user: Please translate the following sentence from English to Chinese: (1) documents under rules 9.11(1) to 9.11(17c) must be lodged at the time of submission of Form A1;

assistant: (1) 第 9.11(1) 至 9.11(17c) 條規定的文件須於提交 A1 表格時提交；
user: Please translate the following sentence from English to Chinese: (i) 6 business days of the date of expiration of any right of renunciation;

assistant: (i) 放棄任何權利有效期結束後 6 個營業日內；
user: Please translate the following sentence from English to Chinese: 28. A listed issuer (whether or not it is incorporated in Hong Kong) shall include disclosures required under the following provisions of the Companies Ordinance and subsidiary legislation:

assistant: 28. 上市發行人（不論是否在香港註冊成立）須根據《公司條例》及附屬法例的下列條文作出披露：
user: Please translate the following sentence from English to Chinese: (5) a description of any stabilisation activities to be carried out in respect of the debt securities;

assistant: (5) 概述就債務證券而採取的任何穩定行動；
user: Please translate the following sentence from English to Chinese: (b) the Commission has given a notice in relation to the application under subsection (3)(a);

assistant: (b) 證監會已根據第(3)(a)款就該項申請給予通知；
user: Please translate the following sentence from English to Chinese: In the event that the audit committee disagreed with an accounting treatment which had been adopted or the particulars published in accordance with rule 13.49(3)(i)(a), full details of such disagreement.

assistant: 如有審覈委員會對所用的會計處理方法或按《上市規則》第 13.49(3)(i)(a) 條所發表的資料不表同意，則須同時載列有關詳情。
user: Please translate the following sentence from English to Chinese: General Principles 8A.01 The general principle of rule 2.03(4) for issuers with, or seeking, a listing with a WVR structure under this Chapter is modified as follows:

assistant: 8A.01 就本章所指具不同投票權架構或尋求以不同投票權架構上市的發行人而言，《上市規則》第 2.03(4) 條的一般原則修訂如下：
user: Please translate the following sentence from English to Chinese: The Exchange would expect that all essential administrative functions would be carried out by Newco without requiring the support of the Parent, although the Exchange is prepared to be flexible in the sharing of administrative, nonmanagement functions, such as secretarial services;

assistant: 儘管本交易所就母公司與新公司在有關行政及非管理職能（例如祕書服務）的分擔方面願意作彈性處理，但本交易所會要求所有基本的行政職能均由新公司執行，而毋須由母公司給予支援；
user: Please translate the following sentence from English to Chinese: (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:

assistant: (2) 在發行人的股份及（就依據股本衍生工具所持有的持倉量而言）相關股份中的合計淡倉，並分別顯示：
user: Please translate the following sentence from English to Chinese: and 45.2 A listed issuer should apply the accounting policies consistently except where the change in accounting policy is required by an accounting standard which came into effect during the financial year.

assistant: 及 45.2 上市發行人須採用一致的會計政策，除非會計政策的改動須按於會計年度內生效的會計標準規定。
user: Please translate the following sentence from English to Chinese: (i) a statement of the percentage of purchases attributable to the group’s largest supplier;

assistant: (i) 該集團最大的供應商所佔的購貨額百分比；
user: Please translate the following sentence from English to Chinese: In this regard, the listed issuer must determine whether or not to consult with its Compliance Adviser and/or its financial, legal or other professional advisers.

assistant: 在這方面，上市發行人須決定應否諮詢其合規顧問及╱或財務顧問、法律顧問或其他專業顧問。
user: Please translate the following sentence from English to Chinese: In cases of doubt, the listed issuer should consult the Exchange at an early stage.

assistant: 如有疑問，上市發行人應儘早諮詢本交易所。
user: Please translate the following sentence from English to Chinese: 18. Competent Person 18A.21 A Competent Person must:

assistant: 合資格人士 18A.21 合資格人士必須：
user: Please translate the following sentence from English to Chinese: This information sheet contains certain particulars concerning the above company (the “Company”) which is listed on GEM of The Stock Exchange of Hong Kong Limited (the “Exchange”).

assistant: 本資料報表列載若干有關上述在香港聯合交易所有限公司（「交易所」）GEM 上市的公司（「該公司」）的資料。
user: Please translate the following sentence from English to Chinese: Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation if, in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length;

assistant: 但如本交易所認爲，每名董事及最高行政人員根據《證券及期貨條例》第 XV 部被假設或視爲擁有權益或淡倉的數目太過多，以致遵從本段規定所提供的有關資料對集團而言並非重大，且令篇幅過分冗長，則本交易所可全權酌情同意修改或轄免須遵從本段有關披露於相聯法團的權益或淡倉的規定；
user: Please translate the following sentence from English to Chinese: (1) with regard to minerals, the economically mineable part of a Measured, and/or Indicated Resource, taking into account diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments to a minimum of a Prefeasibilty Study must have been carried out.

assistant: (1) 就礦產而言，指探明資源量及╱或控制資源量中在經濟上可開採的部分，其中包括採礦過程中可能出現的貧化和損失。 對有關儲量須已進行適當的評覈（至少爲預可行性研究）。
user: Please translate the following sentence from English to Chinese: (5) Further issues of securities of a class already listed are not subject to the limits set out in this rule.

assistant: (5) 如再次發行某類已上市的證券，則不受本條規則所規限。
user: Please translate the following sentence from English to Chinese: 19.74 The following apply to an option involving a listed issuer, the exercise of which is not at the listed issuer’s discretion:

assistant: 19.74 如選擇權涉及上市發行人，而其行使並非由上市發行人決定，則：
user: Please translate the following sentence from English to Chinese: (ii) the Hong Kong issuer has not published a revaluation of its property interests in the last 12 months;

assistant: (ii) 香港發行人在過去 12 個月內並無公佈其物業權益的重估結果；
user: Please translate the following sentence from English to Chinese: (a) “holder of depositary receipts” means the holder of one or more depositary receipt certificates as evidenced by the register of depositary receipts maintained by the depositary in Hong Kong;

assistant: (a) 「預託證券持有人」，均指存管人在香港所存置預託證券名冊上證明其持有一張或以上預託證券證明書的人士；
user: Please translate the following sentence from English to Chinese: or (b) are required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein;

assistant: 或 (b) 須依據《證券及期貨條例》第 352 條規定列入該條所提及的登記冊；
user: Please translate the following sentence from English to Chinese: (9) a “connected person at the subsidiary level” means a person who is a connected person only because of the person’s connection with the listed issuer’s subsidiary or subsidiaries;

assistant: (9) 「附屬公司層面的關連人士」(connected person at the subsidiary level) 指純粹因爲與上市發行人旗下附屬公司有關連而成爲關連人士的人士；
user: Please translate the following sentence from English to Chinese: X is a controller of the listed issuer.

assistant: X是上市發行人的控權人。
user: Please translate the following sentence from English to Chinese: (3) See Practice Note 11.

assistant: (3) 參閱《第 11 項應用指引》。
user: Please translate the following sentence from English to Chinese: The annual accounts must be audited by a person, firm or company who must be a practising accountant of good standing.

assistant: 年度賬目必須由聲譽良好的執業會計師（無論是個別人士、事務所或公司）審計；
user: Please translate the following sentence from English to Chinese: (ix) the methods employed for exploration and/or extraction;

assistant: (ix) 勘探及╱或開採方法；
user: Please translate the following sentence from English to Chinese: (a) HK$3.00 multiplied by the number of certificates issued;

assistant: (a) 港幣 3.00 元乘以發出證書的數目；
user: Please translate the following sentence from English to Chinese: (a) In addition to the initial listing fee, an annual listing fee (payable in advance in one instalment), which shall be calculated by reference to the nominal value of the securities which are or are to be listed on the Exchange, shall be payable on each class of securities as follows:

assistant: (a) 除首次上市費外，每類證券另須一次過預先繳付下列上市年費，該項費用乃按照現時或將會在本交易所上市的證券的面值計算：
user: Please translate the following sentence from English to Chinese: (14) if applicable, the name of the sponsor/manager, distributor(s) or placing agent(s);

assistant: (14) （如屬適用）保薦人╱經辦人、分銷商或配售代理人的名稱；
user: Please translate the following sentence from English to Chinese: (a) the pro forma financial information has been properly compiled on the basis stated;

assistant: (a) 備考財務資料已按所述基準妥善編制；
user: Please translate the following sentence from English to Chinese: (3) where the consideration for a transaction includes the listed issuer’s shares or securities that are convertible into the listed issuer’s shares, a statement whether the transaction will result in a change of control of the listed issuer;

assistant: (3) 如有關交易的代價包括上市發行人的股份或可兌換成爲上市發行人股份的證券，須聲明有關交易會否導致上市發行人控制權有所轉變；
user: Please translate the following sentence from English to Chinese: (ii) its dividend and distribution policy;

assistant: (ii) 合營公司的股息及分派政策；
user: Please translate the following sentence from English to Chinese: 6. The securities for which application is now made are proposed to be listed by way of (Note 4)

assistant: 6. 現申請上市的證券的建議上市方式詳情： （附註 4）
user: Please translate the following sentence from English to Chinese: If the minimum prescribed percentage cannot be determined as at the date of the document, an indicative range should be provided.

assistant: 若「指定最低百分比」於文件的刊發日仍未能釐定，應提供一個具指引性的範圍。
user: Please translate the following sentence from English to Chinese: Application Procedures and Requirements 19.06 [Repealed 1 October 2013] 19.07 The following modifications apply:

assistant: 申請程序及規定 19.06 [ 已於 2013 年 10 月 1 日刪除 ] 19.07 下列修訂條文亦適用：
user: Please translate the following sentence from English to Chinese: Importance is attached to the principle that a shareholder should be able to protect his proportion of the total equity by having the opportunity to subscribe for any new issue of equity securities.

assistant: 須注意的重要原則是，股東應享有認購新發行股本證券的機會，從而保障其在股本總額所佔的比例。
user: Please translate the following sentence from English to Chinese: 17.49AWithout prejudice to the generality of rules 18.03, 18.49, 18.53, 18.66, 18.78 and 18.79, the Exchange will normally require suspension of trading in an issuer’s securities if an issuer fails to publish periodic financial information in accordance with the Rules. The suspension will normally remain in force until the issuer publishes an announcement containing the requisite financial information.

assistant: 17.49A 在不影響《GEM 上市規則》第 18.03、18.49、18.53、18.66、18.78 及 18.79 條的一般性原則下，若有發行人未能按照《GEM 上市規則》規定如期發表定期的財務資料，本交易所一般會要求該發行人的證券停牌，直至發行人發表了公告公佈所規定的財務資料爲止。
user: Please translate the following sentence from English to Chinese: (5) In any case where the controlling shareholder votes through the spin-off proposal in the face of significant minority opposition, the Exchange would expect to receive a report from the independent financial adviser as to the discussions at the relevant general meeting.

assistant: (5) 在任何情況下，如控股股東在面對大多數小股東反對下投票通過分拆上市建議，則有關獨立財務顧問須就在有關股東大會上所作出的討論向本交易所提交報告。
user: Please translate the following sentence from English to Chinese: (d) for each named director, the number of board or committee meetings he attended and separately the number of board or committee meetings attended by his alternate.

assistant: (d) 具名列載每名董事出席的董事會或委員會會議數目，以及其替任董事代爲出席的董事會或委員會會議數目。
user: Please translate the following sentence from English to Chinese: (4) any drawing, cancellation or redemption of listed debt securities;

assistant: (4) 提取、註銷或贖回上市債務證券；
user: Please translate the following sentence from English to Chinese: The issuer (or its registrar) may, but shall not be obliged to, provide an optional securities registration service in accordance with rule 13.60(2) and/or an expedited securities registration service in accordance with rule 13.60(3).

assistant: 發行人（或其股票過戶登記處）可以但並無義務根據《上市規則》第13.60(2) 條的規定提供另選證券登記服務，並╱或根據第 13.60(3) 條的規定提供特快證券登記服務。
user: Please translate the following sentence from English to Chinese: Examples of structured products that may be listed on the Exchange include, but are not limited to, derivative warrants and Equity Linked Instruments, both of which are discussed below.

assistant: 可在本交易所上市的結構性產品的例子包括（但不限於）衍生權證及股票掛鉤票據，下文將分別加以討論。
user: Please translate the following sentence from English to Chinese: (iii) there should be clear commercial benefits, both to the Parent and to Newco, in the spin-off which should be elaborated upon in the listing document;

assistant: (iii) 對母公司及新公司而言，分拆上市的商業利益應清楚明確，並在上市文件中詳盡說明；
user: Please translate the following sentence from English to Chinese: Associates of Mr. A X (the joint venture partner)

assistant: A先生的聯繫人 X （合營夥伴）
user: Please translate the following sentence from English to Chinese: (b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor;

assistant: (b) 以現金、股份或債權證應付予出售人的款額； 如出售人多於一名，或該公司爲分購買人，則須指明應如此付予每名出售人的款額；
user: Please translate the following sentence from English to Chinese: (b) direct production costs, including materials (if it has commenced production);

assistant: (b) （如已開始生產核心產品）直接生產成本（包括材料）；
user: Please translate the following sentence from English to Chinese: However, such power may be exercised after the first occasion on which such a warrant is returned undelivered.

assistant: 然而，在該等股息單第一次未能送達收件人而遭退回後，亦可行使該項權力。
user: Please translate the following sentence from English to Chinese: Continuing obligations 19B.17 The issuer is responsible for ensuring the continued suitability of the depositary. The issuer is responsible for ensuring that prior announcement is given to holders of depositary receipts of any change of depositary which identifies the incoming depositary and seeks the consent of holders of depositary receipts to any material changes to the deposit agreement including changes to the rights and obligations of holders of depositary receipts and any changes to the fees and charges payable to the depositary.

assistant: 持續責任 19B.17 發行人有責任確保存管人持續勝任，並須確保就存管人的任何變動事先向預託證券持有人發出公佈，說明接任的存管人以及就預託協議的任何重大改動（包括預託證券持有人的權利及責任的變動，以及應付予存管人的收費及費用的任何變動）尋求預託證券持有人的同意。
user: Please translate the following sentence from English to Chinese: 5. If the certiﬁcate relates to shares and there is more than one class in issue:

assistant: 5. 如證書爲與股份有關者，而所發行的股份超過一個類別：
user: Please translate the following sentence from English to Chinese: I. BOARD OF DIRECTORS

assistant: I. 董事會
user: Please translate the following sentence from English to Chinese: If the closing price of the securities at the Valuation Point is at or above the strike price, the investor will receive a cash payment calculated by reference to the value of the underlying securities (such that the value of the payment will decrease – but will never be negative – the higher the closing price of the securities is above the strike price);

assistant: 假如相關證券在估價日的收市價等同或高於協定價，投資者將會收取參考相關證券價值計算的現金款項（證券收市價愈高於協定價，收取款項的金額會愈少，但一定不會出現負數）；