billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: The board of directors shall announce the abovementioned details in accordance with the requirements prior to the convening of the general meeting of shareholders for the election of the independent director.

assistant: 在選舉獨立董事的股東大會召開前，公司董事會應當按照規定公佈上述內容。
user: Please translate the following sentence from English to Chinese: The Shareholders’ Meeting shall decide upon the employment of an accounting firm while the Board of Directors shall not appoint an accounting firm before the resolution made by the Shareholders’ Meeting.

assistant: 公司聘用會計師事務所必須由股東大會決定，董事會不得在股東大會決定前委 任會計師事務所。
user: Please translate the following sentence from English to Chinese: (3) the Company shall, if it decides to issue a replacement certificate to the applicant, make an announcement of its intention to issue the replacement certificate in such newspapers designated by the Board;

assistant: （三）公司決定向申請人補發新股票，應當在董事會指定的報刊上刊登準備補發新股票的公告；
user: Please translate the following sentence from English to Chinese: (2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a president and a vice-president or a chairman and a deputy chairman; and if more than one (1) Director is proposed for either of these offices, the election to such office shall take place in such manner as the Directors may determine.

assistant: (2) 事須在每次委任或選出董事後，儘快於董事間選舉一名總裁及一名副總裁或一名主席及一名副主席，倘超過一(1)名董事獲建議出任此等職位，則有關職位之選舉將按董事可能決定之方式進行。
user: Please translate the following sentence from English to Chinese: and the Company shall also have a first and paramount lien and charge on all shares (other than fully paid up shares) standing registered in the name of a member, whether singly or jointly with any other person or persons, for all the debts and liabilities of such member or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not.

assistant: 並且對於任何以某一股東名義登記的所有股份(全數繳付股款的股份除外)，不論是單一股東或與任何其他人士或多名人士的聯名股東，就其債項及負債或其財產須繳付予本公司的所有債務及負債，不論是在通知本公司前或通知本公司後任何人士 (該股東除外)之任何衡平法權益，或其他利益所產生該等債務及負債，且不論繳付或解除該等債務及負債的期限是否已實際到臨，以及不論該等債務及負債屬該股東或其財產及任何其他人士(不論是否爲公司股東)之共同債務或負債，公司對該股份也擁有首要留置權和押記。
user: Please translate the following sentence from English to Chinese: The Company shall notify its creditors within 10 days from the date of the resolution approving the merger and make announcements at least three times on newspaper(s) of the merger within 30 days of that date.

assistant: 公司應當自作出合併決議之日起十日內通知債權人，並於三十日內在報紙上至少公告三次。
user: Please translate the following sentence from English to Chinese: (e) the shares concerned are free of any lien in favour of the Company;

assistant: (e)本公司並無就相關的股份享有任何留置權；
user: Please translate the following sentence from English to Chinese: Article 128:

assistant: 第一百二十八條：
user: Please translate the following sentence from English to Chinese: Unless the interested director, supervisor, president, senior vice president, vice president, chief financial officer or other senior officer discloses his interests to the board of directors in accordance with the preceding sub-paragraph of this Article and the contract, transaction or arrangement is approved by the board of directors at a meeting in which the interested director, supervisor, president, senior vice president, vice president or other senior officer is not counted as part of the quorum and abstain from voting, a contract, transaction or arrangement in which that director, supervisor, president, vice president or other senior officer is materially interested is voidable at the discretion of the Company except as against a bona fide party thereto who does not have knowledge of the breach of duty by the interested director, supervisor, president, vice president, chief financial officer or other senior officer.

assistant: 除非有利害關係的公司董事、監事、總裁、高級副總裁、副總裁、財務總監及其他高級管理人員已按照本條前款的要求向董事會做了披露，並且董事會在不將其計入法定人數，亦未參加表決的會議上批准了該事項，公司有權撤銷該合同、交易或者安排，但在對方是對有關董事、監事、總裁、高級副總裁、副總裁、財務總監及其他高級管理人員違反其義務的行爲不知情的善意當事人的情形下除外。
user: Please translate the following sentence from English to Chinese: (ii) any contract or arrangement for the giving by the Company or any of its subsidiaries of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;

assistant: (ii) 因董事或其聯系人士爲本公司或其任何附屬公司的債項或義務而單獨或共同提供全部或部分擔保或彌償保證或供抵押，而由本公司或其任何附屬公司向第三者提供任何抵押或彌償保證的任何合約或安排；
user: Please translate the following sentence from English to Chinese: 1. THAT the conditions of the Memorandum of Association of the Company with respect to its objects be altered by the addition of the following object to Clause 3 thereof and the consequential renumbering of each of the existing paragraphs (1) to (58) of such Clause as paragraphs

assistant: 1. 動議修改本公司之組織章程大綱內有關其宗旨之條件，加入下列宗旨至組織章程大綱第 3條，並將該條現有 (1)至 (58)段各段分別相應重編爲 (2)至 (59)段：
user: Please translate the following sentence from English to Chinese: In case of issuing warrants to unregistered holders, no new warrants may be issued in place of the lost ones unless the Company confirms, beyond all reasonable doubts, the original warrants have been destroyed. Chapter IV Shareholders and the General Meeting Section 1 Shareholders Article 54 The Company shall prepare a register of shareholders and amend the Articles of Association based on the evidence provided by share registrars, the approval documents and filing documents of the CSRC or its delegated authorities, and conduct the industrial and commercial registration process according to relevant laws.

assistant: 若公司向不記名持有人發行認股權證，除非公司在無合理疑點的情況下確信原本的認股權證已被銷燬，否則不得發行任何新認股權證代替遺失的原認股權證。 第四章股東和股東大會第一節股東 第五十四條公司依據證券登記機構提供的憑證、中國證監會或者其派出機構的核準文件、備案文件建立股東名冊、修改公司章程，並依法辦理工商登記手續。
user: Please translate the following sentence from English to Chinese: (3) to sign on the securities issued by the Company and other important documents;

assistant: （三）簽署公司發行的證券和其他重要文件；
user: Please translate the following sentence from English to Chinese: The employees’ representatives on the Supervisory Board shall be elected at an employee representative congress, employee congress or by any other democratic means.

assistant: 監事會中的職工代表由公司職工通過職工代表大會、職工大會或者其他形式民主選舉產生。
user: Please translate the following sentence from English to Chinese: have one vote on a show of hands and on a poll, each such proxy is under no obligation to cast all his votes in the same way.

assistant: 以投票方式表決時，有權投多於一票的股東不須使用其所有的票數，或以同一方式全數投下所有的票數。
user: Please translate the following sentence from English to Chinese: On a poll or a show of hands votes may be given either personally (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy.

assistant: 以投票或舉手方式表決時，股東可親身(或如股東爲法團，由其委派正式授權代表出席)或由代表代爲投票。
user: Please translate the following sentence from English to Chinese: (iii) By inserting the following words after the existing Article 160(a):

assistant: (iii) 於現有章程細則第160(a)條後加上以下字句：
user: Please translate the following sentence from English to Chinese: Article 48 The Company may, in accordance with the understanding or agreement reached between the securities regulatory authorities of the State Council and overseas securities regulators, keep the register of holders of overseas-listed foreign shares at the location where such shares were listed, and may appoint a foreign agency to manage it.

assistant: 第四十八條公司可以依據國務院證券監督管理機構與境外證券監管機構達成的諒解、協議，將境外上市外資股股東名冊存放在境外，並委託境外代理機構管理。
user: Please translate the following sentence from English to Chinese: (D) if he becomes bankrupt or makes any arrangement or composition with his creditors generally;

assistant: (D) 倘彼破產或與其債權人全面達成任何償還債務安排或債務重組協議；
user: Please translate the following sentence from English to Chinese: The original version of the Articles of Association of the Company is in Chinese, and the English version of the Articles of Association is the translation from the Chinese original.

assistant: 本公司的公司章程爲中文版，英文版章程爲中文版的翻譯文件。
user: Please translate the following sentence from English to Chinese: The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Bye-laws shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

assistant: 本公司細則概無任何條文阻止董事會就其他人士之利益承認承配人就任何股份配發或暫定配發之放棄。
user: Please translate the following sentence from English to Chinese: or 3. approving a director or supervisor (for his own or another person’s benefit) to deprive other shareholders of their rights or interests including (but not limited to) rights to distributions and voting rights, unless pursuant to a restructuring of the Company submitted to and adopted by the shareholders’ general meeting in accordance with the Articles of Association.

assistant: 及（三）批准董事、監事（爲自己或者他人利益）剝奪其他股東的個人權益，包括（但不限於）任何分配權、表決權，但不包括根據本章程提交股東大會通過的公司改組。
user: Please translate the following sentence from English to Chinese: All Dividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for 6 years after having been declared may be forfeited by the Board and, upon such forfeiture, shall revert to the Company and, in the case where any of the same are securities of the Company, may be re-allotted or re-issued for such consideration as the Board thinks fit and the proceeds thereof shall accrue to the benefit of the Company absolutely.

assistant: 所有於宣派六年後仍未獲認領的股息、紅利或其他分派或變現上述任何項目的所得款項，可由董事會沒收，沒收後撥歸本公司所有。 倘上述爲本公司證券，則可以董事會認爲合適的代價重新配發或重新發行，其所得款項的全部收益應撥歸本公司所有。
user: Please translate the following sentence from English to Chinese: The number of Directors shall not be fewer than two.

assistant: 董事的人數不得少於兩名。
user: Please translate the following sentence from English to Chinese: Such remuneration shall be in addition to remuneration as the recipient may be entitled to receive as a Director.

assistant: 上述酬金爲有關人士身爲董事而有權收取之酬金以外之報酬。
user: Please translate the following sentence from English to Chinese: Each such adjustment shall be effective from the close of business in Hong Kong on the day immediately preceding the date on which the consolidation or sub-division or re-classification becomes effective.

assistant: 上述各項調整須由緊接有關合並或拆細或重新分類生效日期前一日香港營業時間結束之時起生效。
user: Please translate the following sentence from English to Chinese: A notice sent by post shall be deemed to have been given on the day following that on which the envelope or wrapper containing the notice was posted. Proof that the envelope or wrapper was properly addressed, prepaid and posted (by airmail if appropriate) shall be conclusive evidence that notice was given.

assistant: 以郵遞方式發出之通知應視作於寄出載有通知之信封或包裹之翌日發出。 載有通知之信封或包裹已填妥地址、預付郵資並寄出（以空郵寄出，倘適用），即爲通知送達之最終證明。
user: Please translate the following sentence from English to Chinese: 9. to promote any company for the purpose of acquiring or taking over any of the property and liabilities of the company or for any other purpose that may benefit the company;

assistant: 9. 發起任何公司以收購或接管公司任何財產及負債或其他任何有利於公司之目的；
user: Please translate the following sentence from English to Chinese: (2) Directors may participate in any meeting of the Board by means of a conference telephone or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

assistant: (2) 董事可藉電話會議方式或所有參與會議人士能夠同時及即時彼此互通訊息的其他通訊設備參與任何董事會會議，就計算法定人數而言，以上述方式參與應構成出席會議，猶如該等參與人親身出席。
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 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 contributor shall be compelled to accept any shares in respect of which there is a liability.

assistant: 清盤人在獲得該等授權下可按其認爲適當之方式以股東利益將資產任何部分授予信託受託人，及結束本公司之清盤程序及將本公司解散，惟不得強迫分擔人接納任何股份或負有債務之其他資產。
user: Please translate the following sentence from English to Chinese: (iv) of all resolutions and proceedings of general meetings of the Company and of meetings of the Directors and any committee of Directors;

assistant: (iv) 所有在本公司股東大會、董事會會議及任何董事委員會會議上作出之決議案及該等會議之議事程序；
user: Please translate the following sentence from English to Chinese: If they have violated such provision and caused damage to the company, they are liable for compensation.

assistant: 違反規定的,給公司造成損失的,應當承擔賠償責任。
user: Please translate the following sentence from English to Chinese: Article 161 Secretary to the Board of the Company shall be a natural person with the requisite professional knowledge and experience, and shall be appointed by the Board.

assistant: 第一百六十一條公司董事會祕書應當是具有必備的專業知識和經驗的自然人，由董事會委任。
user: Please translate the following sentence from English to Chinese: The Company shall not assign a contract for repurchasing its shares or any of its right thereunder.

assistant: 公司不得轉讓購回其股份的合同或者合同中規定的任何權利。
user: Please translate the following sentence from English to Chinese: Special reports of the resolution of amalgamation or demerger shall be prepared for the inspection by the shareholders.

assistant: 公司合併、分立決議的內容應當作成專門文件，供股東查閱。
user: Please translate the following sentence from English to Chinese: (3) not to expropriate the Company’s assets in any way, including (without limitation) usurpation of opportunities advantageous to the Company;

assistant: (3) 不得以任何形式剝奪公司財產，包括(但不限於)對公司有利的機 會；
user: Please translate the following sentence from English to Chinese: (C) To give effect to any such sale, the board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

assistant: (C) 爲使有關出售生效，董事會可授權某一人士轉讓上述股份，而由該人士或其代表簽署或以其他方式籤立的轉讓文件的效力等同於由登記持有人或有權享有獲傳轉股份的人士籤立的轉讓文件，且買家毋須理會購買款項的運用情況，其就該等股份的所有權概不會因出售程序不合規則或不具效力而影響。
user: Please translate the following sentence from English to Chinese: (5) profit distribution statement;

assistant: （五）利潤分配表；
user: Please translate the following sentence from English to Chinese: (X) to decide on the issue of bonds, other securities and listing of the Company;

assistant: （十）對公司發行債券、其他證券及上市作出決 議；
user: Please translate the following sentence from English to Chinese: (ii) the consideration and adoption of the accounts and balance sheets and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheets;

assistant: (ii) 考慮及採納賬目、資產負債表、董事會報告與核數師報告，以及資產負債表附錄所規定的其他文件；
user: Please translate the following sentence from English to Chinese: In distributing dividends to its shareholders, the Company shall, in accordance with the provisions of the tax laws of the PRC, withhold and pay on behalf of the individual shareholders the taxes payable on the dividend income received by such shareholders.

assistant: 公司向股東分配股利時，應當按照中國稅法的規定，根據分配的金額代扣並代繳個人股東股利收入的應納稅金。
user: Please translate the following sentence from English to Chinese: 26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

assistant: 26. 催繳股款須視爲於董事會通過有關授權催繳的決議案時作出，並可按一次性或分期方式繳付。
user: Please translate the following sentence from English to Chinese: Any notice may be given to the Company by electronic means only if it is given in accordance with the requirements specified by the Board.

assistant: 只有在符合董事會所指定規定的情況下，纔可以電子形式向本公司發出任何通知。
user: Please translate the following sentence from English to Chinese: (5) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (4) above may be filled by the election or appointment by the Members at the meeting at which such Director is removed, to hold office until the next appointment of Directors or until their successors are elected or appointed or, in the absence of such election or appointment such general meeting may authorise the Board to fill any vacancy in the number left unfilled.

assistant: (5) 根據上文第(4)分段之規定罷免董事而產生之董事局空缺，可由股東於罷免該董事之大會上選舉或委任填補，任期直至下一次委任董事或直至其繼任者獲選任或委任爲止，或如無作出上述選舉或委任，則有關股東大會可授權董事局填補任何尚未填補之空缺數目。
user: Please translate the following sentence from English to Chinese: The remuneration engaged by the Board of Directors shall be determined by the Board of Directors.

assistant: 由董事會聘任的會計師事務所的報酬由董事會確定。
user: Please translate the following sentence from English to Chinese: Mandatory Provisions, Article 120 Article 221 Where a director, supervisor, the president or any other member of the senior management of the Company gives to the Board a general notice in writing stating that, by reason of the facts specified in the notice, he/she is interested in contracts, transactions or arrangements of any description, which may subsequently be made by our Company, such notice shall be deemed for the purposes of this subsection to be a sufficient declaration of his/her interests, so far as the content stated in such notice is concerned, provided that such general notice shall have been given before the question of entering into the relevant contract, transaction or arrangement is first taken into consideration by our Company.

assistant: 第二百二十一條如果公司董事、監事、總裁和其他高級管理人員在公司首次考慮訂立有關合同、交易、安排前以書面形式通知董事會，聲明由於通知所列的內容，公司日後達成的合同、交易、安排與其有利害關係，則在通知闡明的範圍內，有關董事、監事、總裁和其他高級管理人員視爲做了本章前條所規定的披露。 《必備條款》第 121 條
user: Please translate the following sentence from English to Chinese: (III) Repurchasing shares via an off-market agreement;

assistant: （三）在證券交易所外以協議方式購回；
user: Please translate the following sentence from English to Chinese: If the number of voting shares represented by the shareholders who intend to attend the meeting reaches not less than one half of the Company’s total voting shares, the Company may hold the general meeting.

assistant: 擬出席會議的股東所代表的有表決權的股份數達到公司有表決權的股份總數二分之一以上的，公司可以召開股東大會；
user: Please translate the following sentence from English to Chinese: (7) to create a new class of shares having voting, distribution right or privileges equal or superior to 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: (1) as the contact person with the stock exchange designated by the Company, prepare and submit documents that the stock exchange may require, and organize to complete tasks that the regulatory authority may assign;

assistant: （一）董事會祕書爲公司與證券交易所的指定聯絡人，負責準備和遞交證券交易所要求的文件，組織完成監管機構佈置的任務；
user: Please translate the following sentence from English to Chinese: (B) Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto.

assistant: (B) 當上述決議案獲通過時，董事會須作出所有撥款，並動用議決將會資本化之儲備或溢利及未分派溢利，及配發與發行繳足股份、債權證或其他證券，並採取一切所須行動及事情，致使上述各項生效。
user: Please translate the following sentence from English to Chinese: (c) The provisions of paragraph (e) of Article 160 shall apply to the power of the Company to capitalise under this Article as it applies to the grant of election thereunder mutatis mutandis and no Shareholder who may be affected thereby shall be, and they shall be deemed not to be, a separate class of Shareholders by reason only of the exercise of this power.

assistant: (c) 細則第 160 條第(e)段的條文適用於本公司根據本細則撥充資本的權力，因該等條文在加以必要的變通後即適用於有關選擇的授予，且因此可能受影響的股東無一須被視爲，及該等股東不得視爲僅因行使此權力而成爲獨立的股東類別。
user: Please translate the following sentence from English to Chinese: (2) The losses of the Company that have not been made up reach one-third of the total share capital of the Company;

assistant: （二）公司未彌補的虧損達實收股本總額的三分之一時；
user: Please translate the following sentence from English to Chinese: (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded;

assistant: (iii) 選擇權利可就獲給予選擇權利的該部份股息的全部或部份行使；
user: Please translate the following sentence from English to Chinese: The Company may not enter into any contract with anyone other than a director, supervisor, general manager (CEO) or other senior executive to have all or significant part of the Company’s business in the care of the said person, unless approved by the shareholders at a general meeting beforehand.

assistant: 第五十五條非經股東大會事前批准，公司不得與董事、監事、總經理（行政總裁）和其他高級管理人員以外的人訂立將公司全部或者重要業務的管理交予該人負責的合同。
user: Please translate the following sentence from English to Chinese: If a director did not attend a certain meeting of the board of directors and failed to entrust another director as his/her representative at that meeting, this shall be regarded as a renunciation of his/her voting rights at that meeting.

assistant: 董事未出席某次董事會會議，亦未委託代表出席的，應當視作已放棄在該次會議上的投票權。
user: Please translate the following sentence from English to Chinese: (2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

assistant: (2) 任何上述委員會遵照上述規定及爲達成其委任目的（並非其他目的）所作出之一切行爲，均具有與由董事會作出同等行爲之效力及效用，而董事會在股東大會上取得本公司同意下，有權向任何上述委員會之成員發放酬金，有關酬金將於本公司當期開支中支銷。
user: Please translate the following sentence from English to Chinese: "Company's Website" shall mean the website of the Company, the address or domain name of which has been notified to members.

assistant: 本公司網站，其網址或域名已知會股東。
user: Please translate the following sentence from English to Chinese: The controlling shareholder shall strictly exercise the rights as a subscriber, and shall not impair the lawful rights and interests of the Company and holders of its publicly issued shares by means of profit distribution, asset reorganization, external investment, capital appropriation and loan guarantees, and shall not impair the interests of the Company and holders of its publicly issued shares by using its controlling status in the Company.

assistant: 控股股東應嚴格依法行使出資人的權利，控股股東不得利用利潤分配、資產重組、對外投資、資金佔用、借款擔保等方式損害公司和社會公衆股股東的合法權益，不得利用其控制地位損害公司和社會公衆股股東的利益。
user: Please translate the following sentence from English to Chinese: 29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or installments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

assistant: 29. 於股東付清其所欠（無論單獨或聯同任何其他人士）本公司之所有催繳股款或應付之分期付款連同利息及開支（如有）前，該股東概無權收取任何股息或紅利或（無論親自或委任代表）出席任何股東大會及於會上投票（除非作爲另一股東之受委代表）或計入法定人數或行使作爲股東之任何其他特權。