billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: Before the Company’s assets are distributed in accordance with the preceding provisions, they shall not be allocated to the shareholders.

assistant: 公司財產在未依照前款規定清償前，不得分配給股東。
user: Please translate the following sentence from English to Chinese: Article 81  A shareholder (including proxy), when voting at a general meeting, may exercise voting rights in accordance with the number of shares carrying the right to vote.

assistant: 第八十一條　股東（包括股東代理人）在股東大會表決時，以其所代表的有表決權的股份數額行使表決權，每一股份有一票表決權。
user: Please translate the following sentence from English to Chinese: (5) to consider and approve the reports of the Supervisory Committee;

assistant: （五）審議批准監事會報告；
user: Please translate the following sentence from English to Chinese: and (c) to resolve that the Company be discontinued in Bermuda and continued in a named country or jurisdiction outside Bermuda subject to the provisions of the Act.

assistant: 及 (c) 在公司法條文規限下，議決本公司取消在百慕達註冊及在百慕達以外之指名國家或司法權區存續。
user: Please translate the following sentence from English to Chinese: Article 136 Except as provided in Article 53 hereof, each director, supervisor, president, vice president and any other senior management members of the Company may be relieved of liability for specific breaches of his/her duties by the consent of informed shareholders at a general meeting.

assistant: 第一百三十六條公司董事、監事、總裁、副總裁和其他高級管理人員因違反某項具體義務所負的責任，可以由股東大會在知情的情況下解除，但是本章程第五十三條所規定的情形除外。
user: Please translate the following sentence from English to Chinese: Such original register of Shareholders of Overseas Listed Foreign Shares listed in Hong Kong shall be kept in Hong Kong.

assistant: 在香港上市的境外上市外資股股東名冊正本的存放地爲香港。
user: Please translate the following sentence from English to Chinese: (a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

assistant: (a) 增加其股本，該新增股本的金額及須劃分的股份面值由決議案決定；
user: Please translate the following sentence from English to Chinese: (2) Any document referred to in paragraph (1) of this article may be destroyed earlier than the relevant date authorised by that paragraph, provided that a permanent record of the document is made which is not destroyed before that date.

assistant: (2) 凡屬本細則第 (1)條所指的任何文件均可於該段批准的有關日期前銷燬，只要該檔的永久記錄在該日前不會被銷燬。
user: Please translate the following sentence from English to Chinese: (a) Subdivide its existing Shares or any of them into Shares of smaller amount than is fixed by the Memorandum of Association:

assistant: (a) 分拆其現有股份或任何有關股份組織章程大綱所釐定的較少股份數目：
user: Please translate the following sentence from English to Chinese: (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company's moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

assistant: (1) 董事會可爲本公司僱員(此詞彙在本段及下一段均包括擔任或曾經擔任本公司或其任何附屬公司任何行政職位或任何有酬職務之董事及前任董事)及前僱員及受彼等供養之人士或上述任何一類或以上人士，設立或協同或聯同其他公司(須爲本公司附屬公司或與本公司有業務聯繫之公司)設立退休金、疾病或恩恤津貼、人壽保險或其他福利之計劃或基金，並自本公司資金提供供款。
user: Please translate the following sentence from English to Chinese: “holding company” and “subsidiary” shall have the meanings ascribed to them by section 2 of the Companies Ordinance (Cap.32) of the laws of Hong Kong as in force at the adoption of these Articles;

assistant: 「控股公司」及「附屬公司」指具有采納本細則時生效的香港法例第 32 章公司條例第 2 條賦予之涵義；
user: Please translate the following sentence from English to Chinese: Senior officers of the Company refer to the Company's general manager, deputy general manager, financial controller, chief engineer and secretary to the board of directors.

assistant: 第十條公司高級管理人員是指公司的總經理、副總經理、財務總監、總工程師、董事會祕書。
user: Please translate the following sentence from English to Chinese: Article 122

assistant: 第一百二十二條
user: Please translate the following sentence from English to Chinese: If any question as aforesaid shall arise in respect of the Chairman such question shall be decided by a resolution of the Directors (for which purpose the Chairman shall not be counted in the quorum and shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of the Chairman or his associates as known to him has not been fairly disclosed to the other Directors.

assistant: 倘上述任何問題乃關乎主席，則該問題須由董事會通過決議案決定（主席不得就此計入法定人數亦不得就此投票），而該決議案須爲最後及最終定論，惟倘據主席所知主席或其聯繫人士之權益性質或程度並未向其他董事公平披露則除外。
user: Please translate the following sentence from English to Chinese: Article 198 The Company may amend the Articles of Association pursuant to the laws, administrative regulations and the provisions of the Articles of Association.

assistant: 第二十三章公司章程的修訂程序第一百九十八條公司根據法律、行政法規及公司章程的規定，可以修改公司章程。
user: Please translate the following sentence from English to Chinese: "dividend" shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues;

assistant: 「股息」包括以股代息、實物分派、資本分派及資本化發行；
user: Please translate the following sentence from English to Chinese: (i) is a Director in respect of whose conduct the ratification is sought, (ii) is an entity connected with that Director or a close associate (and if required by the Listing Rules, his other associates) of that Director;

assistant: (i) 屬董事，而其行爲是所尋求之追認的對象； (ii) 是與該董事有關連之實體或該董事之緊密聯繫人（及其其他聯繫人（倘上市規則規定））；
user: Please translate the following sentence from English to Chinese: (E) A resolution in writing signed (in such manner as to indicate, expressly Written resolutions or impliedly, unconditional approval) by or on behalf of the persons for of shareholders the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purpose of these Articles, be treated as an Ordinary Resolution duly passed at a general meeting of the Company duly convened and held and, where relevant as a Special Resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last person to sign, and where the resolution states a date as being the date of his signature thereof by any shareholder the statement shall be prima facie evidence that it was signed by him on that date.

assistant: (E) 就該等細則而言，由當時有權收取本公司股東大會通告及出席大會股東書面決並於大會上投票的人士或其代表簽署的書面決議案（以有關方式明議案確或隱含表示無條件批准），須視爲於正式召開及舉行的本公司股東大會上獲正式通過的普通決議案及（倘相關）就此獲通過的特別決議案。 任何有關決議案應視爲已於最後一名人士簽署決議案當日舉行的大會上獲通過，及倘決議案聲明某一日期爲任何股東的簽署日期，則該聲明應爲該股東於當日簽署決議案的初步證據。
user: Please translate the following sentence from English to Chinese: (2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative shall form a quorum for all purposes.

assistant: 兩(2)位有權投票並親自出席的股東或受委代表或（若股東爲法團）其正式授權代表將組成處理任何事項的法定人數。
user: Please translate the following sentence from English to Chinese: (4) Except as would, if the Company were a company incorporated in Hong Kong, be permitted by Section 157H of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as in force at the date of adoption of these Articles, and except as permitted under the Law, the Company shall not directly or indirectly:

assistant: (4) 除了本細則採納日期前生效的香港法例第32章公司條例第157H條准許外（如本公司爲在香港註冊成立的公司），及除了根據該法律獲准許外，本公司不得直接或間接：
user: Please translate the following sentence from English to Chinese: The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

assistant: 投票表決之結果將被視爲要求進行投票表決之大會決議案。
user: Please translate the following sentence from English to Chinese: (b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

assistant: (b) 將其全部或任何股本合併及分拆爲面值較其現有股份面值爲大之股份；
user: Please translate the following sentence from English to Chinese: The notice of availability may be given to the Member by any of the means set out above.

assistant: 可供查閱通知可藉以上任何方式提供予股東。
user: Please translate the following sentence from English to Chinese: The Company's lien on a share shall extend to all amounts payable in respect of it.

assistant: 本公司於股份的留置權應延展至有關該等股份的所有款項。
user: Please translate the following sentence from English to Chinese: The Chairman of the board shall be elected and removed by the approval of more than half of all the directors of the board. The Chairman of the board shall serve a term of 3 years and may serve consecutive terms if re-elected upon the expiration of his term.

assistant: 董事長由全體董事的過半數選舉和罷免，董事長任期三年，連選可以連任。
user: Please translate the following sentence from English to Chinese: The secretary to the board of directors shall be a senior official of the Corporation and shall undertake obligations required by laws, regulations and this Articles of Association on senior managers, while having appropriate authorities and remuneration.

assistant: 董事會祕書爲公司的高級管理人員，承擔法律、法規及本章程對公司高級管理人員所要求的義務，享有相應得工作職權，並獲取相應的報酬。
user: Please translate the following sentence from English to Chinese: As regards the independent opinions, proposals and written statements of independent directors which require announcement, the secretary of the Board of Directors shall complete the necessary formalities with the stock exchange accordingly;

assistant: 獨立董事發表的獨立意見、提案及書面說明應當公告的，董事會祕書應及時到證券交易所辦理公告事宜；
user: Please translate the following sentence from English to Chinese: The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof.

assistant: 公司在其股份上的質權可以延續至所有股息或其他在此可供支付的金額。
user: Please translate the following sentence from English to Chinese: The demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

assistant: 倘獲主席同意，以投票方式表決之要求可於大會結束或進行投票（以較早者爲準）前隨時撤回。
user: Please translate the following sentence from English to Chinese: The liquidation committee shall act in compliance with the instructions of the general meeting to make a report at least once every year to the general meeting on the committee’s income and expenses, the business of the Company and the progress of the liquidation and to present a final report to the general meeting on 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: The notarized power of attorney or other authorizing document shall be deposited together with the instrument appointing the voting proxy at the domicile of the Company or at such other place as specified in the notice of the meeting.

assistant: 經公證的授權書或者其它授權文件，應當和表決代理委託書同時備置於公司住所或者召集會議的通知中指定的其它地方。
user: Please translate the following sentence from English to Chinese: 35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share.

assistant: 35. 倘任何股份遭沒收，則須向沒收前爲該等股份持有人的人士送呈沒收通知。
user: Please translate the following sentence from English to Chinese: If the resignation of an independent director will result in the ratio of the number of independent directors to the total number of directors falling below the prescribed minimum as provided in these Articles, the original independent director shall continue to assume the responsibilities in accordance with the laws, administrative regulations, departmental regulations and these Articles before the newly elected independent director(s) take office.

assistant: 如因獨立董事的辭職導致公司董事會中獨立董事所佔的比例低於本公司章程規定的最低要求時，在改選的獨立董事就任前，獨立董事仍應當按照法律、行政法規及本章程的規定，履行職務。
user: Please translate the following sentence from English to Chinese: (i) to convene general meetings and report to the meetings;

assistant: （一）負責召集股東大會，並向大會報告工作；
user: Please translate the following sentence from English to Chinese: (c) The Board may in addition from time to time declare and pay special dividends on shares of any class of such amounts and on such dates as they think fit, and the provisions of paragraph (a) of this Article as regards the powers and the exemption from liability of the Board as relate to declaration and payment of interim dividends shall apply, mutatis mutandis, to the declaration and payment of any such special dividends.

assistant: (c) 此外，董事會可不時就任何類別股份按其認爲適當的金額及於其認爲適當的日期宣佈及派付特別股息。 (a)段有關董事會宣佈及派付中期股息的權力及豁免承擔責任的條文於作出必要修訂後，適用於任何有關特別股息的宣佈及派付。
user: Please translate the following sentence from English to Chinese: (b) to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

assistant: (b) 向本公司任何董事、高級人員或僱員提供任何特定業務或交易的利益或允許分享有關利潤或本公司一般利潤（以上所述可以是額外加於或是代替薪金或其他報酬）。
user: Please translate the following sentence from English to Chinese: (2) The Board may issue warrants conferring the right upon the holders thereof to subscribe for any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

assistant: (2) 董事會可按其不時釐定之條款發行賦予其持有人權利可認購本公司股本中任何認股權證類別股份或證券之認股權證。
user: Please translate the following sentence from English to Chinese: Minutes shall be kept in respect of all resolutions passed at a shareholder’s general meeting and signed by directors present at the meeting.

assistant: 股東大會應對所議事項的決定作成會議記錄，由出席會議的董事簽名。
user: Please translate the following sentence from English to Chinese: Article 96 The board of directors is accountable to the general meeting and exercises the following powers and functions:

assistant: 第九十六條董事會對股東大會負責，行使下列職權：
user: Please translate the following sentence from English to Chinese: For the purposes of this Article any sum which by the terms of issue of a Share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the Share or by way of premium, shall notwithstanding that such time has not yet arrived be deemed to be payable on the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

assistant: 爲施行本細則，根據發行條款而於沒收之日後的所定時間到期應繳付而沒有繳付的任何款項（不論是作爲股份的面值或溢價），應被視爲在沒收之日的應繳付的款項（儘管該所定時間尚未到臨），且此等款項應在沒收之時成爲即時到期及應繳的款項，但只須在有關該所定時間及該實際繳付日期之間的任何期間爲該等款項繳付利息。
user: Please translate the following sentence from English to Chinese: (c) divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

assistant: (c) 在無損之前已授予現有股份持有人的任何特別權利的情況下，將其股份分拆爲數個類別，分別爲任何優先、遞延、合資格或特別權利、優先權、條件或有關限制，倘在本公司於股東大會並無作出有關釐定，則董事可作出釐定，惟本公司發行不賦投票權的股份，則總要在有關股份的稱謂中加上「無投票權」一詞； 倘股本包括具不同投票權的股份，則總須在各類別股份（具最優先投票權的股份除外）的稱謂中加上「有限制投票權」一詞或「有限投票權」一詞；
user: Please translate the following sentence from English to Chinese: The Directors may further authorise any person to enter into on behalf of all shareholders having an interest in any agreement with the Company or other(s) providing for such dividend and matters in connection therewith and any such agreement made under such authority shall be effective.

assistant: 董事可進一步授權任何人士代表擁有權益的所有股東與本公司訂立任何協議或就該等股息及相關的事宜訂定條文，而根據有關授權所作的任何該等協議均屬有效。
user: Please translate the following sentence from English to Chinese: 浙江永利實業集團有限公司 (Zhejiang Yongli Industry Group Co.Ltd*) (“Zhejiang Yongli”) holds 310 million shares;

assistant: 浙江永利實業集團有限公司(以下簡稱「浙江永利」)持有 31,000 萬股；
user: Please translate the following sentence from English to Chinese: (2) a tender offer made by any person with a view to becoming a “controlling shareholder” within the meaning of Article 63 in the Company’s Articles of Association.

assistant: (二)任何人提出收購要約，旨在使要約人成爲控股股東。 控股股東的定義與公司章程第 63 條中的定義相同。
user: Please translate the following sentence from English to Chinese: once the announcement is published, the holder of domestic Shares shall be deemed to receive the relevant notice.

assistant: 該公告一旦刊登，所有內資股股東即被視爲已收到有關通知。
user: Please translate the following sentence from English to Chinese: (5) a director, supervisor, manager or other senior management of a company being controlled as referred to in paragraph (4) of this article.

assistant: （五）本條（四）項所指被控制的公司的董事、監事、經理和其它高級管理人員。
user: Please translate the following sentence from English to Chinese: The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last reelection or appointment and so that as between persons who became or were last reelected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the Board pursuant to Article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

assistant: 在確定輪流退任董事數目方面，輪流退任的董事包括自願退任且不再參選連任的董事，其他退任董事乃須輪流退任且自上次連任或委任起計任期最長者，而倘有數位董事於同日獲選或連任，則退任的董事須抽籤決定（除非彼等另有協議）。 確定輪流退任的指定董事或董事數目時，並不計算董事會根據細則第 83(3) 條委任的董事。
user: Please translate the following sentence from English to Chinese: In case of a corporate shareholder appointing its legal representative to attend the meeting, the Company has the right to request such legal representative to produce the evidence of shareholdings as being the corporate shareholder, and a valid copy of the resolution by the Board or other governing bodies appointing such legal representative (excluding Clearing House), as well as a valid identification proof and a copy of the power of attorney of that corporate representative.

assistant: 法人股東如果委派其法人代表出席會議，公司有權要求該法人代表出示法人股東的持股憑證及其董事會或者其它權力機構委派該法人代表的有效決議副本（結算所除外），以及該法人代表有效的身份證明和授權書副本。
user: Please translate the following sentence from English to Chinese: (3) to remove or reduce the rights to accrued dividends or to cumulative dividends attaching to shares of that class;

assistant: （三）取消或者減少該類別股份所具有的、取得已產生的股利或者累積股 利的權利；
user: Please translate the following sentence from English to Chinese: 48. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share (whether fully paid or not) to more than four (4) joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

assistant: 本章程細則中並無任何阻止董事會確認獲配發股份人士放棄獲配發或暫定配發任何股份而將有關權利轉讓予其他人士之規定。 48. (1) 董事會可全權酌情拒絕辦理轉讓任何股份（並非已繳足股份）予其不批准之人士，或根據爲僱員而設但訂明轉讓限制，且該限制仍然有效之股份獎勵計劃下任何已發行股份之登記手續，而毋須提供任何理由；
user: Please translate the following sentence from English to Chinese: In the event that there is an alteration of book closure dates, the Company shall give at least 5 business days’ notice in accordance with the procedures set out in this Article.

assistant: 倘截至過戶日期有所變更，則本公司將根據本章程細則所載程序發出至少五個營業日通知。
user: Please translate the following sentence from English to Chinese: (c) words importing persons include companies, associations and bodies of persons whether corporate or not;

assistant: (c) 表示人士的字詞包括公司、組織及團體，不論是否屬法團；
user: Please translate the following sentence from English to Chinese: (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as such Member for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

assistant: (1) 就任何目的而言彌患精神病或獲任何具司法管轄權之法院就保護或管理無能力管理本身事務之人士而頒令之股東，不論以舉手或按股數投票表決時，可由其財產接管人、財產代管人、監護人或由法院委派屬財產接管人、財產代管人或監護人性質之人士表決，有關財產接管人、財產代管人、監護人或其他人士可於按股數投票表決時委派代表表決，亦可在股東大會上以其他方式行事及被視爲股東，惟董事會可能要求證明聲稱有權表決之人士已獲授權之憑證，須於會議或續會或按股數投票表決（按適用情況）指定時間不少於四十八 (48)小時前，已送交辦事處或登記處（按適用情況）。
user: Please translate the following sentence from English to Chinese: (4) Any of the shareholders objects to the resolution of the shareholders’ general meeting on the merger or division of the Company and requires the Company to buy back its shares;

assistant: (四) 股東因對股東大會作出的公司合併、分立決議持異議，要求公司收購其股份的；
user: Please translate the following sentence from English to Chinese: (I) To preside over the general meeting, and to convene and preside over the meetings of the Board of Directors;

assistant: (一)主持股東大會和召集、主持董事會會議；
user: Please translate the following sentence from English to Chinese: (5) Such other matters as are other than those passed in the form of a special resolution under the laws, administrative regulations or the Articles of Association.

assistant: (五) 除法律、行政法規或本章程規定應當以特別決議通過以外的其它事項。
user: Please translate the following sentence from English to Chinese: (2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

assistant: (2) 本公司將法院清盤或自願清盤的決議案應爲一項特別決議案。
user: Please translate the following sentence from English to Chinese: Article 250 The Company shall be dissolved in accordance with the law if:

assistant: 第二百五十條公司有下述情形之一的，應當依法解散：
user: Please translate the following sentence from English to Chinese: A general meeting shall usually be in the form of physical meeting to be held on-site.

assistant: 股東大會將設置會場，以現場會議形式召開。
user: Please translate the following sentence from English to Chinese: Article 213 The Company will give full consideration to the interests of shareholders and make the implementation of a reasonable profit distribution policy according to business situation and market environment.

assistant: 第二百一十三條公司將根據公司的經營情況和市場環境，充分考慮股東的利益，實行合理的利潤分配政策。
user: Please translate the following sentence from English to Chinese: Section 3  Board of Directors Article 157  The Bank shall have a Board of Directors which shall be accountable to the shareholders’ general meeting.

assistant: 第三節董事會第一百五十七條本行設董事會，董事會向股東大會負責。