billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (Article 78, Article 85 of the Mandatory Provisions) (Section 1(f) of Appendix 13D to the Listing Rules) Rights conferred on any class of shareholders in the capacity of shareholders may not be varied or abrogated unless approved by a special resolution of general meeting and by holders of shares of that class at a separate meeting conducted in accordance with Article 95, Articles 99 to 101 in these Articles of Association.

assistant: （《必備條款》第七十八條、第八十五條） （《上市規則》附錄十三 D 第 1 節（f）） 如公司擬變更或廢除類別股東的權利，應當經股東大會以特別決議通過和經受影響的類別股東在按第九十五條、第九十九至第一百零一條分別召集的股東會議上通過方可進行。
user: Please translate the following sentence from English to Chinese: handling deposit and loan businesses as agents;

assistant: 辦理委託存貸款業務；
user: Please translate the following sentence from English to Chinese: (i) that shareholders entitled thereto will receive in lieu of such dividend (or such part thereof as the Board may think fit) an allotment of shares credited as fully paid provided that the shareholders are at the same time accorded the right to elect to receive such dividend (or part thereof as the case may be) in cash in lieu of such allotment.

assistant: (i) 有權領取股息的股東可獲配發入賬爲繳足的股份代替股息(或董事會視爲恰當的部份股息)，惟股東同時亦有權選擇領取現金股息(或董事會視爲恰當的部份股息) 代替配股。
user: Please translate the following sentence from English to Chinese: (ii) to carry on whether as principals, agents or otherwise howsoever the business of realtors, developers, consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendors of all types of property including services;

assistant: (ii) （不論作爲主事人、代理或其他方式）進行所有類型財產（包括提供任何服務）的房地產經紀人、開發商、顧問、地產代理或經理、建築商、承包商、工程師、製造商、經銷商或商販；
user: Please translate the following sentence from English to Chinese: The directors shall be liable for the resolutions at the board of directors.

assistant: 董事應當對董事會的決議承擔責任。
user: Please translate the following sentence from English to Chinese: (1) emoluments in respect of his service as director, supervisor or senior management officer of the Company;

assistant: （一）作爲公司的董事、監事或高級管理人員的報酬；
user: Please translate the following sentence from English to Chinese: REGISTER OF DIRECTORS AND OFFICERS

assistant: 董事及高管名冊
user: Please translate the following sentence from English to Chinese: Article 104(a) and (b) shall only apply during the Relevant Period.

assistant: 本細則第104(a)條及(b)條僅在有關期間內爲適用。
user: Please translate the following sentence from English to Chinese: If an independent director is dismissed before the term of his or her office expires, the Company shall disclose the dismissal as a special disclosure matter. If the dismissed independent director deems the reason for the dismissal improper, he or she shall be entitled to make a public statement.

assistant: 提前免職的，公司應當將其作爲特別披露事項予以披露，被免職的獨立董事認爲公司的免職理由不當的，可以作出公開的聲明。
user: Please translate the following sentence from English to Chinese: 9. Subject to the Section 42 and 43 of this Act, these Bye-laws, and to any special rights conferred on the holders of any shares or attaching to any class of shares, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by its memorandum of association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine.

assistant: 9. 在公司法第 42 及 43 條、章程細則以及任何股份持有人獲賦予或任何類別股份附有之任何特殊權利規限下，可發行任何優先股或將優先股轉換成股份，本公司有責任於可決定日期或由本公司或持有人（如其組織章程大綱授權）選擇，按於是項發行或轉換前通過股東普通決議案決定之條款及方式贖回該等優先股或由優先股轉換而成之股份。
user: Please translate the following sentence from English to Chinese: (VIII) to decide on other external guarantees which require the approval of the general meetings pursuant to laws, administrative regulations and the Articles of Association;

assistant: (八) 根據法律、行政法規和本章程的規定，決定須由股東大會批准以外的其他對外擔保事項；
user: Please translate the following sentence from English to Chinese: Votes in respect of deceased and bankrupt members

assistant: 身故及破產股東的相關投票權
user: Please translate the following sentence from English to Chinese: Subject to any special rights or restrictions as to voting for the time being attached to any shares and to the provisions of these Articles and the Statutes, on a show of hands every Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or proxy shall have one vote and, on a poll, every Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or proxy, shall have one vote for every share of which he is the holder.

assistant: 在不違反任何股份當時任何所附有關表決之特別權利或限制以及不違反本細則及法規之條文下，在舉手表決時，每名親身出席或由代表出席之股東（身爲個人）或每位由經正式授權之代表或由代表出席之股東（身爲法團）各有一票，而在以投票方式表決時，每名親身或由代表出席之股東（身爲個人）或每位由經正式授權之的代表或由其代表出席之股東（身爲法團）則每持有一股股份擁有一票。
user: Please translate the following sentence from English to Chinese: Unless as otherwise provided by laws, regulations and the Articles of Association, the chairman shall not have voting right superior to the other directors when the Board makes a resolution on related matters.

assistant: 在董事會就有關事項進行決議時，董事長不得擁有優於其他董事的表決權，但法律法規和本章程另有規定的除外。
user: Please translate the following sentence from English to Chinese: FORFEITURE OF SHARES

assistant: 股份沒收
user: Please translate the following sentence from English to Chinese: A Director absent or intending to be absent from the territory in which the Head Office is for the time being situate may request the Directors or the Secretary that notices of Directors' meetings shall during his absence be sent in writing to him at his last known address, facsimile or telex number or any other address, facsimile or telex number given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to Directors not so absent and in the absence of any such request it shall not be necessary to give notice of a Directors' meeting to any Director who is for the time being absent from such territory.

assistant: 不在或可能遠離總部當前所在地的董事可要求董事會或祕書在其不在期間將董事會會議的通知按照其最近的已知位址、傳真或電傳號或其出於本條目的告知本公司的任何其他位址、傳真或電傳號以書面形式遞送給他，但此通知的發佈時間無需早於發佈給在總部所在地的董事的時間，且若沒有此請求，則無需向彼時不在總部所在地的任何董事發出董事會會議通知。
user: Please translate the following sentence from English to Chinese: Article 133 The chairman of the Board shall exercise the following functions and powers:

assistant: 第一百三十三條董事長行使下列職權：
user: Please translate the following sentence from English to Chinese: A corporation may execute a form of proxy either under its common seal or under the hand of a duly authorised officer.

assistant: 公司可以其公章或經正式授權高級職員親筆籤立委任代表表格。
user: Please translate the following sentence from English to Chinese: Every set of financial statements audited by the Company’s Auditors and presented by the Board at an annual general meeting shall after approval at such meeting be conclusive except as regards any error discovered therein within three months of the approval thereof. Whenever any such error is discovered within that period, it shall forthwith be corrected, and the set of financial statements amended in respect of the error shall be conclusive.

assistant: 經本公司核數師審覈並由董事會於股東周年大會上呈報之每份財務報表於該大會批准後應爲最終版本，惟於批准後三個月內發現任何錯誤，則另作別論。 倘於該三個月期間內發現任何有關錯誤，應即時更正，而就有關錯誤作出修訂後之該份財務報表應爲最終版本。
user: Please translate the following sentence from English to Chinese: (C) 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: (C) 就有關獲賦予選擇權利的該部分股息之全部或部份股息可行使的選擇權利；
user: Please translate the following sentence from English to Chinese: The announcement shall be made at least once every thirty (30) days in a period of ninety (90) days.

assistant: 公告期間爲九十日，每三十日至少重複刊登一次。
user: Please translate the following sentence from English to Chinese: Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein.

assistant: 該等合約或董事於其中有利益關係之其他合約或安排亦不得被撤銷； 參加訂約或有此利益關係之董事毋須因其董事職務或由此而建立之受託關係向本公司或股東交代其由任何此等合約或安排所獲得之酬金、利潤或其他利益，惟董事須按照細則第 99 條披露其於有利害關係之合約或安排中之利益性質。
user: Please translate the following sentence from English to Chinese: (2) resolutions in respect of the Company’s external guarantee must be passed by more than two-third of all directors; those beyond the authority of the board of directors shall be proposed to a shareholders’ general meeting for approval;

assistant: （二）公司對外擔保事項的決議，必須經全體董事的三分之二以上通過，超過董事會權限的，須提交股東大會批准；
user: Please translate the following sentence from English to Chinese: The Company shall notify its creditors within 10 days from the date on which the resolution for the reduction of capital has been passed and shall publish a notice to that effect at least three times in a newspaper within 30 days thereof.

assistant: 公司應當自做出減少註冊資本決議之日起十日內通知債權人，並於三十日內在報紙上公告。
user: Please translate the following sentence from English to Chinese: (5) the repurchase of the Company's shares;

assistant: （五）回購公司股票；
user: Please translate the following sentence from English to Chinese: Section 3 Transfer of Shares Article 32 Subject to the applicable laws, regulations and the requirements of the securities regulators in the place where the Company’s shares are listed, the shares of the Company are transferrable free of any form of lien.

assistant: 第三節　股份轉讓 第三十二條　除法律法規和公司股票上市地證券監督管理機構另有規定外，公司股份可以自由轉讓，並不附帶任何留置權。
user: Please translate the following sentence from English to Chinese: a calendar month. written notice unless otherwise specifically stated and as further defined in these Bye-laws.

assistant: 公曆月。 書面通告（除另有所指定及此等公司細則另有界定者外）。
user: Please translate the following sentence from English to Chinese: Article 106 The Company shall formulate rules of proceedings of the general meeting of the shareholders to specify in details the convening and voting procedures of the general meeting, including notice, registration, deliberation of proposal, votes, vote counting, announcement of voting results, formation of resolutions, minutes and the signatures thereon, announcement, as well as the principles of authorization by the general meeting to the Board, the contents of such authorization shall be expressly specified.

assistant: 第一百零六條　公司制定股東大會議事規則，詳細規定股東大會的召開和表決程序，包括通知、登記、提案的審議、投票、計票、表決結果的宣佈、會議決議的形成、會議記錄及其簽署、公告等內容，以及股東大會對董事會的授權原則，授權內容應明確具體。
user: Please translate the following sentence from English to Chinese: (3) The amount paid-up or payable in respect of shares held by each shareholder;

assistant: （三）各股東所持股份已付或者應付的款項；
user: Please translate the following sentence from English to Chinese: Article 181 At least one of the independent directors of the Company shall possess the appropriate professional qualifications or appropriate accounting or relevant financial management expertise as required by Rule 3.10(2) of the Hong Kong Listing Rules.

assistant: 第一百八十一條公司獨立董事中應當至少包括一名具備《香港上市規則》第 3.10(2)條所規定的適當專業資格或適當的會計或相關的財務管理專長。
user: Please translate the following sentence from English to Chinese: (5) Not to conclude a contract or enter into a transaction or arrangement with the Company except as otherwise provided in the Articles of Association of the Company or with the consent of the shareholders’ general meeting beforehand;

assistant: （五）除公司章程另有規定或者由股東大會在知情的情況下另有批准外，不得與公司訂立合同、交易或者安排；
user: Please translate the following sentence from English to Chinese: has the meaning ascribed to it by Section 13 of the Companies Ordinance;

assistant: 具有公司條例第13條所賦予該等詞彙的涵義；
user: Please translate the following sentence from English to Chinese: The Company’s financial report shall include:

assistant: 公司財務報告包括如下內容：
user: Please translate the following sentence from English to Chinese: Txhe Board may, before recommending any Dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for paying off any loan capital or for equalising Dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (including in the repurchase by the Company of its own securities or the giving of any financial assistance for the acquisition of its own securities) as the Board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company.

assistant: 董x 事會在建議任何股息前可從本公司利潤中提撥其認爲合適的款項作爲儲備或多項儲備，而董儲備事會可酌情決定該筆款項用於清償本公司所承擔的索償或負債、或作爲應急款項、或作爲清償任何借貸資本、或就平衡股息或任何其他目的妥爲應用公司利潤，而凡未有將該筆款項用於任何該等用途，董事會可酌情決定用於本公司業務或投資於董事會不時認爲合適的投資（包括本公司購回其自身的證券或就收購其自身的證券提供任何財務資助），因此毋須將構成儲備的投資與本公司任何其他投資分開或獨立處理。
user: Please translate the following sentence from English to Chinese: Txhe Company in general meeting may from time to time fix and may from time to time by Ordinary Resolution increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall not be less than two (2).

assistant: 本x 公司可在股東大會上不時訂定及不時藉普通決議案增加或減少董事的最多及最少人數，但董事人數不得少於兩(2)名。
user: Please translate the following sentence from English to Chinese: or (4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

assistant: 或 (4) 董事破產或被頒發接管令或中止付款或與債權人達成債務重整協議；
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 amid time by which duly completed forms of election must be lodged in order to be effective;

assistant: (ii) 在決定配股基礎後，董事會最少提前兩(2)周書面通知相關股份持有人其享有的選擇權，並附上選擇表格，指明應遵循的程式以及爲使表格生效，其填寫妥當後必須提交的地點、最後期限及時間。
user: Please translate the following sentence from English to Chinese: Article 178: Where the Company decides to remove or not to reappoint an accounting firm, it shall give a 30-day notice to such accounting firm. The accounting firm shall have the right to make representations at the shareholders’ general meeting for the removal.

assistant: 第一百七十八條公司解聘或者不再續聘會計師事務所，提前 30 天事先通知會計師事務所，公司股東大會就解聘會計師事務所進行表決時，會計師事務所有權向股東大會陳述意見。
user: Please translate the following sentence from English to Chinese: (1) the Company Law or the relevant laws or administrative regulations are amended and these Articles of Association are in conflict with the amended laws or administrative regulations;

assistant: （一）《公司法》或有關法律、行政法規修改後，本章程規定的事項與修改後的 法律、行政法規的規定相牴觸；
user: Please translate the following sentence from English to Chinese: However, the Guidelines accounting firm’s right to claim for damages which arise from its removal shall not be affected thereby.

assistant: 有關會計師事務所如有因被解聘而向公司索償的權利，有關權利不因此而受影響。
user: Please translate the following sentence from English to Chinese: The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

assistant: 如果在沒有辦理登記聲明或其他特別手續之情況下，該資產分派按董事會之意見將會或可能於任何特定一個或多個地區屬違法或不可行，則董事會可議決不向登記地址位於該或該等地區之股東提供該等資產，而在此情況下，上述股東只可如上所述收取現金。 因上一句話而受影響之股東不得就任何目的作爲或被視爲一個獨立之股東類別。
user: Please translate the following sentence from English to Chinese: (bb) the Board, after determining the basis of allotment, shall give not less than two weeks' notice in writing to the shareholders 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: (bb) 於決定配發基準後，董事會應於不少於兩個星期前向股東發出書面通知，知會彼等所獲得的選擇權，並隨附選擇表格，註明其須遵循的程序及爲使填妥的選擇表格生效而必須送達的地點及最後日期與時間；
user: Please translate the following sentence from English to Chinese: A shareholder shall enjoy rights and bear obligations according to the class and proportion of the shares held by him;

assistant: 股東按其持有股份的種類和份額享有權利，承擔義務;
user: Please translate the following sentence from English to Chinese: The “undertaking” referred to in this chapter shall include the undertaking of obligations by the obligor of contract or arrangement (whether the contract or arrangement is enforceable or to be undertaken individually or jointly by others) or by any other means whereby his financial position is changed.

assistant: 本章所稱承擔義務，包括義務人因訂立合同或者作出安排（不論該合同或者安排是否可以強制執行，也不論是由其個人或者與任何其他人共同承擔），或者以任何其他方式改變了其財務狀況而承擔的義務。
user: Please translate the following sentence from English to Chinese: Article 44 All transfers of H shares shall be effected with a written instrument of transfer in general or ordinary format or such other format as acceptable to the board of directors (including the standard format of transfer or form of transfer as prescribed by the Hong Kong Stock Exchange from time to time), and such instrument of transfer may only be signed by hand or (in case the transferor or the transferee is a company) affixed with the company’s seal.

assistant: 第四十四條所有H股的轉讓皆應採用一般或普通格式或任何其他爲董事會接受的格式的書面轉讓文據（�括香�聯交所不時規定的標準轉讓格式或過戶表格）； 可以只用人手簽署轉讓文據，或（如出讓方或受讓方爲公司）蓋上公司的印章。
user: Please translate the following sentence from English to Chinese: He may also exercise any other rights of the shareholder relating to meetings.

assistant: 他亦可行使該股東在有關會議上的權利。
user: Please translate the following sentence from English to Chinese: Before the board of directors makes a decision on market development, merger and acquisition, investment in new areas, etc., in relation to projects involving investment or acquisition or merger exceeding a certain proportion (to be determined by shareholders’ meeting) of the total assets of the Company, an independent consulting agency shall be engaged to provide professional opinions which shall be an important basis of the decisions of the board of directors.

assistant: 董事會在作出有關市場開發、兼併收購、新領域投資等方面的決策時，對投資額或兼併收購資產額達到公司總資產一定比例（該比例由股東大會決定）以上的項目，應聘請社會諮詢機構提供專業意見，作爲董事會決策的重要依據。
user: Please translate the following sentence from English to Chinese: (1) in providing loans to the related persons of a director, supervisor, manager and other senior management officers of the Company or those of its parent company, the person who has provided the loan has no knowledge of the contravention;

assistant: （一）向公司或者其母公司的董事、監事、經理和其他高級管理人員的相關人提供貸款時，提供貸款人不知情的；
user: Please translate the following sentence from English to Chinese: If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

assistant: 倘正式要求以投票方式表決，則投票表決結果將被視爲要求以投票方式表決之大會之決議。
user: Please translate the following sentence from English to Chinese: (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled;

assistant: (2)本條細則之內容不得詮釋爲於上述日期之前銷燬任何上述文件或在上述第(1)項之條件未獲滿足之任何情況下而對本公司施加任何責任；
user: Please translate the following sentence from English to Chinese: (5) matters other than these required by the laws and administrative regulations orby the Articles ofAssociation of the Company to be adopted by special resolutions.

assistant: （五）除法律、行政法規規定或者公司章程規定以特別決議通過以外的其他事項。
user: Please translate the following sentence from English to Chinese: (1) the increase or decrease of the number of shares of such class, or increase or decrease of the number of shares of a class having voting rights, distribution rights or other privileges equal or superior to those of the shares of such class;

assistant: （一）增加或者減少該類別股份的數目，或者增加或減少與該類別股份享有同等或者更多的表決權、分配權、其他特權的類別股份的數目；
user: Please translate the following sentence from English to Chinese: or (c) any votes are not counted which ought to have been counted;

assistant: 或 (c) 原應予以點算之任何票數並無點算；
user: Please translate the following sentence from English to Chinese: \n- 14 - (3) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register.

assistant: \n- 14 - (3) 在適用法例允許下，董事會可全權酌情隨時及不時將總冊的股份轉至分冊，或將分冊的股份轉至總冊或其他分冊。
user: Please translate the following sentence from English to Chinese: (3) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register.

assistant: (3) 在適用法例允許下，董事會可全權酌情隨時及不時將總冊的股份轉至分冊，或將分冊的股份轉至總冊或其他分冊。
user: Please translate the following sentence from English to Chinese: 6. The liability of the members of the Company is limited.

assistant: 6. 本公司股東承擔的責任有限。
user: Please translate the following sentence from English to Chinese: The Company shall not distribute bonus to shareholders before making up its losses and setting aside funds for the statutory reserve fund.

assistant: 公司不在彌補公司虧損和提取法定公積金之前向股東分配紅利。
user: Please translate the following sentence from English to Chinese: (1) A copy of the appointment or removal proposal shall be sent to the accounting ﬁrm which is proposed to be appointed or dismissed or which has left its post in the relevant ﬁscal year before issuing the notice of the general meeting to the shareholders.

assistant: （一）有關聘任或解聘的議案在股東大會會議通知發出前，應當送達擬聘任或者擬離任的或者在有關會計年度已離任的會計師事務所。
user: Please translate the following sentence from English to Chinese: If the convening procedures or voting methods for the general meeting or the board meeting violate the laws, administrative regulations, the Company’s Articles of Association, or any content of the resolution thereof violates the Company’s Articles of Association, the shareholders shall have the right to submit to a court within sixty (60) days after such a resolution is made to revoke it.

assistant: 股東大會、董事會的會議召集程序、表決方式違反法律、行政法規 或者本章程,或者決議內容違反本章程的,股東有權自決議作出之日起 60 日內,請求人民法院撤銷。
user: Please translate the following sentence from English to Chinese: Article 89 On a poll, a shareholder (including proxy) entitled to two or more votes need not use all his votes or cast all the votes in the same way.

assistant: 第八十九條　在投票表決時，有兩票或者兩票以上的表決權的股東（包括股東代理人），不必把所有表決權全部投贊成票或者反對票。
user: Please translate the following sentence from English to Chinese: (a) any statutory modification or re-enactment thereof;

assistant: （a）其任何法定修改或重新制定本；