billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: In the event that the Supervisory Committee or the board of directors refuses to commence litigation upon receiving such written request under the previous article or fails to commence litigation within thirty days upon receiving such request, or under emergency circumstances where failure to commence immediate litigation may result in irreversible loss of the Company, the aforementioned shareholders aforementioned are entitled to commence litigation in its personal capacity to the People’s Court directly for the interests of the Company.

assistant: 監事會、董事會收到前款規定的股東書面請求後拒絕提起訴訟或者自收到請求之日起 30 日內未提起訴訟，或者情況緊急、不立即提起訴訟將會使公司利益受到難以彌補的損害的，前款規定的股東有權爲了公司的利益以自己的名義直接向人民法院提起訴訟。
user: Please translate the following sentence from English to Chinese: An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

assistant: 替任董事在其替任之董事決席時應計入法定人數內，但就決定是否已達法定人數而言，其不得被計算多於一次。
user: Please translate the following sentence from English to Chinese: (4) to sign material contract and other material documents, or issue the power of attorney to appoint his/her representative to sign such documents;

assistant: （四）簽署重要合同和其他重要文件，或出具委託書，委託其代表簽署該等文件；
user: Please translate the following sentence from English to Chinese: Article 29 Where the Company should buy back the shares of the Company due to the reasons stated in the provisions of Articles 27(1) to (3) of these Articles of Association, the Company shall be approved on general meetings.

assistant: 第二十九條公司因本章程第二十七條第（一）項至第（三）項的原因收購本公司股份的，應當經股東大會決議。
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 six years from the date of registration;

assistant: (c) 在登記日期起計滿六年後，隨時銷燬已登記的任何股份轉讓文書；
user: Please translate the following sentence from English to Chinese: Such remuneration shall be in addition to his ordinary remuneration as a Director.

assistant: 該項酬金應不包括一般董事酬金。
user: Please translate the following sentence from English to Chinese: Any person appointed by the board of directors to ﬁll a casual vacancy or as an addition to the board of directors shall hold ofﬁce until the Company’s next annual shareholders’ general meeting and shall then be eligible for re-election. Directors may concurrently serve as general manager or senior management personnel of the Company, provided that the total number of directors who concurrently serve as general manager or senior management personnel of the Company shall not exceed half of the total number of the Company’s directors.

assistant: 由董事會委任爲董事以填補董事會某臨時空缺或增加董事會名額的任何人士，只任職至公司下屆年度股東大會爲止，並於其時有資格重選連任。 董事可以兼任總經理或者其他高級管理人員，但兼任總經理或者其他高級管理人員職務的董事總計不得超過公司董事總數的二分之一。
user: Please translate the following sentence from English to Chinese: General Management and Use of the Seal 146.

assistant: 印章的一般管理及使用 146.
user: Please translate the following sentence from English to Chinese: (4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

assistant: (4) 有關是否需要設立及維持認購權儲備及如有需要時所須設立及維持的金額、有關認購權儲備所曾使用的用途、有關其曾用作填補本公司虧損的程度、有關將須向行使認股權證持有人配發的入賬列爲繳足額外股份的面額以及有關認股權儲備任何其他事宜由本公司當時核數師編制的證書或報告，在沒有明顯錯誤下，對本公司及所有認股權證持有人及股東而言屬不可推翻及具約束力。
user: Please translate the following sentence from English to Chinese: (4) upon requisition by the Board of Supervisors;

assistant: （四）監事會提議時；
user: Please translate the following sentence from English to Chinese: An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent 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 exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

assistant: 替任董事可本身爲一名董事並可替任超過一名董事。 替任董事將（倘其委任人有所要求）有權收取董事會或董事委員會會議之通知猶如而取代委任其之董事，並將有權作爲董事於委任其之董事不親身出席之任何有關會議及投票，並一般性在有關會議上行使及履行其委任人作爲董事之一切職能、權力及職責，而就有關會議程序之目的而言，本細則之規定將適用猶如其爲一名董事，惟作爲超過一名董事之替任人，其投票權將可累積。
user: Please translate the following sentence from English to Chinese: (11) other duties and powers as may be specified by these Articles of Association and its appendices.

assistant: （十一）公司章程及其附件規定的其他職權。
user: Please translate the following sentence from English to Chinese: (3) agenda of the meeting;

assistant: （三）會議議程；
user: Please translate the following sentence from English to Chinese: However, if one (1) or more persons is authorized, the instrument of proxy shall specify the number and class of the shares in relation to each such proxy, and signed by a person authorized by the Recognized Clearing House.

assistant: 但是，如果1名以上的人士獲得授權，則授權書應當載明每名該等人士經此授權所涉及的股份數目和種類，授權書由認可結算所授權人員簽署。
user: Please translate the following sentence from English to Chinese: 4. listing documents;

assistant: 4、上市文件；
user: Please translate the following sentence from English to Chinese: 2. rescind any contract or transaction concluded by the Company with the relevant director, supervisor or senior management or contracts with a third party (where such third party is aware or shall be aware that the director, supervisor or senior management representing the Company is in breach of his obligations to the Company);

assistant: （二）撤銷任何由公司與有關董事、監事、高級管理人員訂立的合同或者交易，以及由公司與第三人（當第三人明知或者理應知道代表公司的董事、監事、高級管理人員違反了對公司應負的義務）訂立的合同或者交易；
user: Please translate the following sentence from English to Chinese: (10) to decide on the issue of bonds by the Company;

assistant: （十）對公司發行債券作出決議；
user: Please translate the following sentence from English to Chinese: (v) to examine the implementation of all such matters above;

assistant: （五）對以上事項實施情況進行檢查；
user: Please translate the following sentence from English to Chinese: (a) hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of director, for such period and on such terms (as to remuneration or otherwise) as the directors may determine and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other article;

assistant: (a) 於出任董事期間以董事釐定的任期及條款（就酬金或其他方面），兼任本公司任何 其他職位或有薪崗位（核數師職位除外），並就此收取根據任何其他章程細則支付的酬金以外的酬金；
user: Please translate the following sentence from English to Chinese: or (e) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

assistant: 或 (e) 倘指定證券交易所之規則規定，任何一名或多名董事，而有關董事就股份個別或共同持有之委任代表投票權，佔該大會總投票權百分之五(5%)或以上。
user: Please translate the following sentence from English to Chinese: 2. if the shares being repurchased were issued at a premium, payment shall be made out of the book balance of the distributable profits of the Company or out of the proceeds from a new issue of shares made for that purpose, provided that the amount paid out of the proceeds from the new issue shall not exceed the premium received by the Company on the issue of the repurchased shares nor shall it exceed the book value of the Company’s capital common reserve fund account (including any premiums on the new issue) at the time of the repurchase;

assistant: 2. 購回的股份是以高於面值的價格發行的，從公司的可分配利潤賬面餘額、爲購回舊股而發行的新股所得中減除； 但是從發行新股所得中減除的金額，不得超過購回的舊股發行時所得的溢價總額，也不得超過購回時公司資本公積金賬戶上的金額（包括髮行新股的溢價金額）；
user: Please translate the following sentence from English to Chinese: The Company shall also be entitled to sell at the best price reasonably obtainable at the time of sale any additional shares in the Company issued either in certificated form or as uncertificated shares during the relevant period in right of any share to which paragraph (a) of this Article applies (or in right of any share so issued), if the criteria in paragraph (a) to (d) are satisfied in relation to the additional shares.

assistant: 倘就額外股份符合(a)至(d)段標準，本公司亦有權憑藉本條細則(a)段適用的任何股份的權利（或憑藉所發行的任何股份的權利），以出售之時可合理獲得的最佳價格出售本公司於有關期間以憑證形式或作爲非憑證式股份發行的任何額外股份。
user: Please translate the following sentence from English to Chinese: The Board may before the first annual general meeting appoint an auditor or auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the members in general meeting in which case the members at that meeting may appoint Auditors.

assistant: 董事會可在首屆股東周年大會前委任本公司之一名或多名核數師，任期至首屆股東周年大會爲止，除非核數師被股東於股東大會上以普通決議案提前罷免，在此情況下，股東可於該大會上委任核數師。
user: Please translate the following sentence from English to Chinese: and (iv) if upon the exercise of the subscription rights represented by any warrant the amount standing to the credit of the Subscription Right Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, contributed surplus account, share premium account and capital redemption reserve fund) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment up and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares.

assistant: 及 (iv) 倘任何認股權證所代表之認購權獲行使，而認購權儲備之進賬款額不足以悉數繳足該等額外股份面額（相等於行使認股權證持有人有權享有之前述差額），董事會須動用當時或隨後就此目的而可供動用之任何溢利或儲備（包括（倘法例允許）實繳盈餘賬、股份溢價賬及資本贖回儲備金），直至該等額外股份面額已如前述繳足股款及配發，而在此之前不應就本公司當時已發行之繳足股款股份派付或作出股息或其他分派。 在繳足股款及作出配發前，本公司應向行使認股權證持有人發出證書，證明其於該等額外股份面額配發中所擁有之權利。
user: Please translate the following sentence from English to Chinese: (V) any other matter approved by an ordinary resolution at a general meeting that may have material impact on the Company and is required to be approved by a special resolution.

assistant: （五）股東大會以普通決議通過認爲會對公司產生重大影響的、需要以特別決議通過的其他事項。
user: Please translate the following sentence from English to Chinese: When the general meeting resolves to convert the surplus reserve into share capital, new shares shall be distributed to the shareholders on pro rata basis.

assistant: 股東大會決議將公積金轉爲股本時，按股東原有股份比例派送新股。
user: Please translate the following sentence from English to Chinese: passed by special resolution on Extraordinary General Meeting of the Company on 28th September, 2004;

assistant: 二零零四年九月二十八日經公司臨時股東大會特別決議通過；
user: Please translate the following sentence from English to Chinese: omission or neglect to give such notice or make any such entry.

assistant: 發出通知方面有任何遺漏或疏忽不會令沒收失效。
user: Please translate the following sentence from English to Chinese: (1) shareholders representing not less than one-tenth of the voting rights requisition a meeting;

assistant: （一）代表十分之一以上表決權的股東提議時；
user: Please translate the following sentence from English to Chinese: Subject to the aforesaid, the Ordinance and the Listing Rules, the Board may determine the terms, conditions and manner of redemption of the shares.

assistant: 在不牴觸上述、條例及上市規則的前提下，董事會可釐定贖回股份之條款、條件及方式。
user: Please translate the following sentence from English to Chinese: The Company shall calculate the number of voting shares represented by the shareholders who intend to attend the meeting in accordance with the written replies received 20 days prior to the convening of the general meeting.

assistant: 公司根據股東大會召開前 20 日時收到的書面回覆，計算擬出席會議的股東所代表的有表決權的股份數。
user: Please translate the following sentence from English to Chinese: An independent director means a directors who takes no, position in the Company other than the directorship, and has no relationship with the Company or its substantial shareholders (“substantial shareholders” mean shareholders who separately or together hold at least 5% of the total number of voting shares of the Company) that may be prejudicial to his ability to make independent and objective judgement, and satisﬁes the requirements on independence by the listing rules of the place where the Company’s shares are listed.

assistant: 獨立董事是指不在公司擔任除董事外的其他職務，並與公司及其主要股東（指單獨或者合計持有公司有表決權股份總數的5%以上股份的股東）不存在可能妨礙其進行獨立客觀判斷的關係、並符合公司股票上市地的上市規則關於獨立性規定的董事。
user: Please translate the following sentence from English to Chinese: If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Office, as the case may be, to that effect.

assistant: 如其選擇成爲持有人，則須以書面通知本公司過戶登記處或辦事處（視情況而定），以令其生效。
user: Please translate the following sentence from English to Chinese: (C) A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or any other company in which the Company may be interested, and shall not be liable to account to the Company or the shareholders for any remuneration, profit or other benefit received by him as a director or officer of or from his interest in such other company.

assistant: (C) 董事可於本公司發起的任何公司或本公司擁有權益的任何其他公司作爲或出任董事或其他高級人員或以其他方式擁有權益，且毋須就其作爲該其他公司的董事或高級人員或所擁有權益而收取的任何酬金、溢利或其他利益而向本公司或股東交待。
user: Please translate the following sentence from English to Chinese: The liquidation committee shall act in accordance with the instructions from the general meeting of shareholders to report at least once every year to the meeting on the committee’s income and expenses, the business and the progress of the liquidation of the Company; and to present a final report to the general meeting of shareholders upon completion of the liquidation.

assistant: 清算組應當遵循股東大會的指示，每年至少向股東大會報告一次清算組的收入和支出，公司的業務和清算的進展，並在清算結束時向股東大會作最後報告。
user: Please translate the following sentence from English to Chinese: (ii) “shall” or “will” shall be construed as imperative;

assistant: (ii) 「應」或「將」應詮釋爲具必要性；
user: Please translate the following sentence from English to Chinese: such office of the Company as the Directors may from time to time determine to be the principal office of the Company.

assistant: 由董事不時決定作爲本公司總辦事處的該辦事處。
user: Please translate the following sentence from English to Chinese: Supervisors shall comply with the laws, administrative regulations and these Articles of Association, hold fiduciary and diligence obligations to the Company, and conscientiously perform supervisory duties;

assistant: 監事應當遵守法律、行政法規和本章程，對公司負有忠實義務和勤勉義務，忠實履行監督職責。
user: Please translate the following sentence from English to Chinese: A creditor has the right within thirty (30) days of receiving such notice from the Company or, for creditors who do not receive the notice, within forty-five (45) days of the date of the public notice to demand that the Company repay its debts to that creditor or provide a corresponding guarantee for such debt.

assistant: 債權人自接到通知書之日起 30 日內，未接到通知書的自公告之日起 45 日內，有權要求公司清償債務或者提供相應的擔保。
user: Please translate the following sentence from English to Chinese: The Directors may authorise any person to enter on behalf of all shareholders interested in a capitalisation issue any agreement with the Company or other(s) providing for such capitalisation and matters in connection therewith and any agreement made under such authority shall be effective and binding upon all concerned. Without limiting the generality of the foregoing, any such agreement may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.

assistant: 董事會可授權任何人士代表全體受益股東就有關資本化及附帶事宜與本公司或其他人士訂立任何協議，根據該授權訂立的任何協議應對所有相關人士有效並具有約束力。 在不限制上文所述的一般效力下，任何協議可就該等人士接納各自將獲配發及分派之股份、債權證或其他證券以清償彼等就資本化款額所享有之權利作出規定。
user: Please translate the following sentence from English to Chinese: Meeting records and minutes shall be in Chinese, and the minutes, together with the signature register of attending shareholders and the power of attorney of attending proxies, shall be kept at the domicile of the Company.

assistant: 會議記錄和會議紀要採用中文，會議記錄並連同出席股東的簽名簿及代理出席的委託書，應當在公司住所保存。
user: Please translate the following sentence from English to Chinese: (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

assistant: (1) 董事會有權以本公司名義代表本公司向法院提交把本公司清盤之呈請。
user: Please translate the following sentence from English to Chinese: General meetings may be held in any part of the world as may be determined by the Board.

assistant: 股東大會可在董事會決定之世界任何地方舉行。
user: Please translate the following sentence from English to Chinese: Shareholders individually or jointly holding 3% or more of the shares of the Company can put forward a temporary proposal ten days before the general meeting is held and submit the proposal to the convener of the meeting.

assistant: 單獨或者合計持有公司3%以上股份的股東，可以在股東大會召開10日前提出臨時提案並書面提交召集人。
user: Please translate the following sentence from English to Chinese: The chairman and vice chairman (or vice chairmen) of the board of directors shall be elected and removed by more than one half of all the directors.

assistant: 董事長、副董事長由全體董事的過半數選舉和罷免，任期三年，可以連選連任。
user: Please translate the following sentence from English to Chinese: Directors, supervisors, managers and other senior management of the Company shall all have responsibility, when exercising their rights and performing their obligations, to adopt the prudence, diligence and skill which would be displayed by a reasonably prudent person in similar circumstances.

assistant: 公司董事﹑監事﹑經理和其它高級管理人員都有責任在行使其權利或履行其義務時，以一個合理的謹慎的人在相似情形下所應表現的謹慎﹑勤勉和技能爲其所應爲的行爲。
user: Please translate the following sentence from English to Chinese: (IV)Regulatory authorities consider him as ineligible for continuing to serve as secretary to the board of directors;

assistant: （四）監管機構認爲其不具備繼續出任董事會祕書的條件；
user: Please translate the following sentence from English to Chinese: (2) The convener of the meeting;

assistant: （二）會議召集人；
user: Please translate the following sentence from English to Chinese: (8) other conditions as required by the laws, regulations, department rules and these Articles of Association.

assistant: （八）法律、行政法規、部門規章和本章程規定的其他條件。
user: Please translate the following sentence from English to Chinese: (3) dissolution is necessary due to a merger or division of the Company;

assistant: （三）因公司合併或者分立需要解散；
user: Please translate the following sentence from English to Chinese: (1) work reports of the Board and the supervisory committee;

assistant: (1) 董事會和監事會的工作報告；
user: Please translate the following sentence from English to Chinese: CHAPTER 16 APPOINTMENT OF ACCOUNTING FIRM Article 150 The Company shall appoint an independent accounting firm which is qualified under the relevant MP regulations of the State to audit the Company’s annual financial report and review other financial reports 141 of the Company.

assistant: 第一百五十條 公司應當聘用符合國家有關規定的、獨立的會計師事務所，審計公司的年度財必備一百 務報告，幷審覈公司的其他財務報告。
user: Please translate the following sentence from English to Chinese: 24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale.

assistant: 24. 出售所得款項淨額由本公司收取，並用於支付或解除存在留置權股份目前應付的負債或責任，而任何餘額須（在出售前股份中存在並非目前應付的負債或責任的類似留置權規限下）支付予出售時對股份擁有權利的人士。
user: Please translate the following sentence from English to Chinese: (a) Any notice or document sent by post shall be deemed to have been served on the day following that on which it is put into a post office situated within Hong Kong and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly prepaid, addressed and put into such post office and a certificate in writing signed by the Secretary or other person appointed by the Board that the envelope or wrapper containing the notice or document was so addressed and put into such post office shall be conclusive evidence thereof.

assistant: (a) 凡是以郵遞方式寄發的通知或文件被視爲已經已送達的情送達，且將被視爲已於香港境內的郵局投遞之況後翌日送達。 證明載有該通知或文件的信封或封套已付足郵資、正確書寫地址及在有關郵局投遞，即足以作爲送達證明，而由祕書或董事會委任的其他人士簽署的書面證明，表明載有該通知或文件的信封或封套已如此註明收件人地址及在有關郵局遞，即爲具決定性的確證。
user: Please translate the following sentence from English to Chinese: Each special committee shall be expressly authorized to assist the supervisory board in performing its duties.

assistant: 各專門委員會經監事會明確授權，協助監事會履行職責。
user: Please translate the following sentence from English to Chinese: 2. he, either acting alone or acting in concert with others, has the power to exercise or to control the exercise of over thirty percent of the voting rights in the Company;

assistant: 2. 該人單獨或者與他人一致行動時，可以行使公司百分之三十以上的表決權或者可以控制公司的百分之三十以上表決權的行使；
user: Please translate the following sentence from English to Chinese: “HK$” shall mean Hong Kong dollars;

assistant: 「港元」指港元；
user: Please translate the following sentence from English to Chinese: Regarding the plan for issuing overseas listed foreign shares and domestic shares by the Company as approved by the China securities regulatory authority, the Board of Directors of the Company may arrange for the implementation of such plan through separate issues.

assistant: 經中國證券監督管理機構批准的公司發行境外上市外資股、境內上市外資股和內資股的計劃，公司董事會可以作出分別發行的實施安排。
user: Please translate the following sentence from English to Chinese: (1) divulsion of trade secrets and impairment of the legitimate interests of the Bank;

assistant: （一）泄露本行商業祕密，損害本行合法利益；
user: Please translate the following sentence from English to Chinese: General Management and Use of the Seal

assistant: 印章的一般管理及使用
user: Please translate the following sentence from English to Chinese: Article 49 No changes due to the transfer of shares may be made to the register of shareholders, within 30 days before the General Meeting of Shareholders, or 5 days before the date of record set by the Company for the purpose of distribution of dividends.

assistant: 第四十九條股東大會召開前30日內或者公司決定分配股利的基準日前5日內，不 得進行因股份轉讓而發生的股東名冊的變更登記。
user: Please translate the following sentence from English to Chinese: (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

assistant: (b) 每次董事會及任何董事委員會會議之出席董事姓名；
user: Please translate the following sentence from English to Chinese: (6) without the informed consent of shareholders in general meetings, not to use the Company’s assets for his own benefit in any form;

assistant: （六）未經股東大會在知情的情況下同意，不得以任何形式利用公司財產爲自己謀取利益；
user: Please translate the following sentence from English to Chinese: Such principle shall include (but not limited to) discharging the following obligations:

assistant: 此原則包括（但不限於）履行下列義務：
user: Please translate the following sentence from English to Chinese: These persons may, pursuant to these Articles, make claims relating to the affairs of the Company.

assistant: 前述人員均可以依據公司章程提出與公司事宜有關的權利主張。
user: Please translate the following sentence from English to Chinese: means MTR Corporation Limited 香港鐵路有限公司;

assistant: 指 MTR Corporation Limited 香港鐵路有限公司；