billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: and (c) any holder of shares of the class present in person (or in the case of a Member being a corporation, its duly authorised representative) or by proxy may demand a poll.

assistant: 及 (c) 任何親自（或倘股東爲公司，則其正式授權代表）或委派代表出席的該類別股份的持有人均有權要求投票表決。
user: Please translate the following sentence from English to Chinese: 25. Subject to these Bye-laws and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days' Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares.

assistant: 25. 在本公司細則及配發條款規限下，董事會可不時向股東催繳有關彼等所持股份的任何尚未繳付的款項（不論爲股份面值賬或以溢價形式），且各股東應（在獲發不少於十四(14)個整日指明繳付時間及地點之通知的情況下）向本公司支付該通知就其股份所要求繳交的催繳股款。
user: Please translate the following sentence from English to Chinese: “recognised clearing house” shall mean a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction;

assistant: 「認可結算所」指有關司法權區（本公司股份在該司法權區之證券交易所上市或掛牌）之法例所認可之結算所；
user: Please translate the following sentence from English to Chinese: The supervisory board shall be composed of three (3) supervisors, and shall have one (1) chairperson.

assistant: 監事會由三（3）名監事組成，監事會設監事長一（1）人。
user: Please translate the following sentence from English to Chinese: The convener shall ensure that the contents of the minutes are true, accurate and complete.

assistant: 召集人應當保證會議記錄內容真實、準確和完整。
user: Please translate the following sentence from English to Chinese: a) all cheques or warrants, not being less than three in number, for any sums payable in cash to the holder of such Shares have remained uncashed for a period of 12 years;

assistant: a) 合共不少於三張有關應以現金支付該等股份持有人的股息支票或股息單在十二年內全部仍未兌現；
user: Please translate the following sentence from English to Chinese: A retiring Director shall retain office until the close of the meeting.

assistant: 退任董事將留任至該大會結束爲止。
user: Please translate the following sentence from English to Chinese: That any amount paid up in advance of calls on any share may carry interest but shall not entitle the holder of the share to participate in respect thereof in a dividend subsequently declared.

assistant: 於催繳股款前已繳付的任何股份的股款均可享有利息，惟股份持有人無權就預繳股款收取於其後宣派的股息。
user: Please translate the following sentence from English to Chinese: The plan for issuance of overseas listed shares and domestic listed shares separately in accordance with the aforesaid provision may be implemented by the Bank respectively within fifteen (15) months upon the date of approval by the securities regulatory institution of the State Council.

assistant: 銀行依照前款規定分別發行境外上市股份和境內上市股份的計劃，可以自國務院證券監管機構批准之日起十五個月內分別實施。
user: Please translate the following sentence from English to Chinese: For the purpose of this Bye-law 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 time has not yet arrived be deemed to be payable at 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: 就本細則而言，根據股份發行條款於沒收當日後的指定時間應付的任何款項（無論按股份面值或溢價），應視爲於沒收當日應付（即使該時間尚未到臨），且該款項須於沒收時即到期應付，惟只須就有關款項按上述指定時間至實際付款日期止期間支付有關利息。
user: Please translate the following sentence from English to Chinese: The summarised financial statements must be accompanied by any other documents as may be required under the Listing Rules and must be sent to the Shareholders not less than twenty-one days before the general meeting to those Shareholders that have consented and elected to receive the summarised financial statements.

assistant: 該等簡明財務報表須隨附上市規則可能要求之任何其他文件，並須於不少於該等股東舉行股東大會前二十一日之期間，寄予相關股東。
user: Please translate the following sentence from English to Chinese: Article 114  board meeting shall be attended by the Directors in person.

assistant: 第一百一十四條　董事會會議，應當由董事本人出席。
user: Please translate the following sentence from English to Chinese: The meeting minutes shall record the following particulars:

assistant: 會議記錄記載以下內容：
user: Please translate the following sentence from English to Chinese: Where power is taken to issue share warrants to bearer, no new share warrant shall be issued to replace one that has been lost, unless the Company is satisfied beyond reasonable doubt that the original has been destroyed.

assistant: 關於行使權力發行認股權證予持有人，除非公司確實相信原本的認股權證已被毀滅，否則不得發行任何新認股權證代替遺失的認股權證。
user: Please translate the following sentence from English to Chinese: (III) the purchaser of the shares agrees with the Company and all of the shareholders of the Company that the shares of the Company may be freely transferable.

assistant: （三）股份購買人與公司及其每名股東同意，公司的股份可由其持有人自由轉讓。
user: Please translate the following sentence from English to Chinese: (D) A Director shall not vote or be counted in the quorum on any resolution of the Board concerning his own appointment as the holder of any office or place of profit with the Company or any other company in which the Company is interested (including the arrangement or variation of the terms thereof, or the termination thereof).

assistant: (D) 董事不得就董事會上有關其本身獲委任爲本公司或本公司擁有權益的任何其他公司的任何獲利職位或崗位的任何決議案投票（包括其委任條款或終止職務的安排或改動），也不能被計入法定人數。
user: Please translate the following sentence from English to Chinese: All transfers of overseas listed foreign shares listed in Hong Kong may be effected by instruments of transfer in writing in a common form of the place where the Company’s shares are listed or in any other form acceptable to the Board.

assistant: 所有在香港上市的境外上市外資股的轉讓皆可採用上市地常用書面格式或其他董事會可接受格式的書面轉讓文據。
user: Please translate the following sentence from English to Chinese: (1) emoluments in respect of his service as director, supervisor or senior officer of the Company;

assistant: (一)作爲公司的董事、監事或者高級管理人員的報酬；
user: Please translate the following sentence from English to Chinese: (I) Any guarantee in addition to the aggregate of external guarantees provided by the Company and its holding subsidiary with a total amount equal to or more than 50% of the Company’s latest audited net assets;

assistant: （一）公司及公司控股子公司的對外擔保總額，達到或超過最近一期經審計淨資 產的 50% 以後提供的任何擔保；
user: Please translate the following sentence from English to Chinese: 143.2 enter into any guarantee or provide any security in connection with a loan made by any person to a Director or such a director;

assistant: 143.2 就任何人士向董事或上述有關董事授出的貸款訂立任何擔保或提供任何抵押；
user: Please translate the following sentence from English to Chinese: Unless otherwise stipulated by relevant laws and regulations, for the payment of cash dividends and other payments in Hong Kong dollars, the exchange rates shall apply the average selling price of the relevant foreign exchange announced by the People’s Bank of China one calendar week before the declaration date of the dividends and other payments.

assistant: 除非有關法律、法規另有規定，用外幣支付現金股利和其他款項的，匯率應採用股利和其他款項宣佈當日之前一個公曆星期中國人民銀行公佈的有關外匯的平均賣出價。
user: Please translate the following sentence from English to Chinese: (4) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.

assistant: (4) 除非董事會另行同意（該同意可能按董事會不時全權酌情釐定的條款及條件作出，且董事會（毋須給予任何理由）可全權酌情作出或收回該同意），否則不可將總冊的股份轉至分冊或將分冊的股份轉至總冊或任何其他分冊。 與分冊的股份有關的所有轉讓文件及其他所有權文件須提交有關注冊辦事處登記，而與總冊的股份有關的所有轉讓文件及其他所有權文件則須提交辦事處或按照法例存置總冊的其他地區登記。
user: Please translate the following sentence from English to Chinese: (c) of all resolutions and proceedings of each general meeting of the Members and meetings of the Board.

assistant: (c) 每次股東大會及董事會會議之所有決議案及議事程序。
user: Please translate the following sentence from English to Chinese: APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 77.

assistant: 董事的任命、退任和免職 77. 本公司的董事任命
user: Please translate the following sentence from English to Chinese: If the directors raising a request of avoidance are still not convinced after the explanation given by the connected director, the Board of Directors may record the voting results of the matter to be resolved with and without the participation in the voting process of the director whose conflict of interest in the matter is controversial. After the meeting, the chairman of the Board of Directors shall apply to the relevant department to adjudicate on the status of the director whose conflict of interest in the matter is controversial, confirm the final voting results and inform all directors.

assistant: 如說明理由後仍不能說服提出請求的董事的，董事會可將有關議案的表決結果就利害關係身份存在爭議董事參加或不參加投票的結果分別記錄。 董事會會議後應由董事長提請有關部門裁定利害關係董事身份後確定最後表決結果，並通知全體董事。
user: Please translate the following sentence from English to Chinese: The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Bye-laws, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Bye-laws as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

assistant: 倘若董事人數減少至低於根據或依照細則釐定的最少人數，則儘管董事會存在任何空缺，繼續留任的各董事或唯一繼續留任的董事仍可行事。 儘管董事人數少於根據或依照細則釐定的法定人數或只有一位董事繼續留任，繼續留任的各董事或一位董事仍可就填補董事會空缺或召開本公司股東大會的目的行事，但不得就任何其他目的行事。
user: Please translate the following sentence from English to Chinese: Article 93 The following circumstances shall be deemed to be a variation or abrogation of the MP80 rights of shareholders of a certain class:

assistant: 第九十三條 下列情形應當視爲變更或廢除某類別股東的權利：
user: Please translate the following sentence from English to Chinese: The notice of meeting shall be sent to all supervisors in writing ten days before convening the meeting.

assistant: 會議通知應當在會議召開十日前書面通知全體監事。
user: Please translate the following sentence from English to Chinese: (4) such person, individually or acting in concert with others, has de facto control over the Company by other means.

assistant: （四）該人單獨或者與他人一致行動時，以其他方式在事實上控制公司。
user: Please translate the following sentence from English to Chinese: (10) to approve resolutions or matters proposed by the general manager except those required to be approved by the board of directors or general meeting;

assistant: （十）決定總經理擬訂的除必須董事會或股東大會審議通過事項以外的其他方案或事項；
user: Please translate the following sentence from English to Chinese: (b) the Bermuda Monetary Authority;

assistant: (b)百慕達金融管理局（Bermuda Monetary Authority）；
user: Please translate the following sentence from English to Chinese: (a) the name and address of each Member, the number and class of shares held by him and, in respect of any shares that are not fully paid, the amount paid or agreed to be considered as paid on such shares;

assistant: (a) 各股東名稱及地址、各股東所持股份數目及類別以及（就未繳足股款之任何股份而言）就有關股份已支付或同意視爲已支付之股款；
user: Please translate the following sentence from English to Chinese: Head Office: means such office of the Company as the Board may from time to time determine to be the principal office of the Company;

assistant: 「總部」指董事會不時指定爲本公司總辦事處的本公司辦事處；
user: Please translate the following sentence from English to Chinese: Article 25.3 The following terms shall have the following meanings in these Articles of Association save as otherwise interpreted in specific contexts:

assistant: 第 25.3 條下列名詞和詞語在本章程內具有如下意義，根據上下文具有其它意義的除外：
user: Please translate the following sentence from English to Chinese: (B) Unless the Directors otherwise agree (which agreement may be on such terms and subject to such conditions as the Directors in their absolute discretion may from time to time stipulate, and which agreement they shall, without giving any reason therefor, be entitled in their absolute discretion to give or withhold) no shares on the principal register shall be transferred to any branch register nor shall shares on any branch register be transferred to the principal register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the principal register, at the Transfer Office. Unless the Directors otherwise agree, all transfers and other documents of title shall be lodged for registration with, and registered at, the relevant Registration Office.

assistant: (B) 除非董事會另行同意（有關協議可按董事會可能不時全權酌情決定的條款及條件作出，而董事會有權全權酌情決定作出或暫緩作出協議而毋須申述任何理由），否則股東名冊總冊內的股份不得轉移至任何股東名冊分冊，而任何股東名冊分冊內的股份亦不得轉移至股東名冊總冊或任何其他股東名冊分冊，而所有轉讓書及其他所有權文件須交回以供登記，如屬股東名冊分冊內的任何股份，須在有關登記處進行註冊，如屬股東名冊總冊內的任何股份，則須在過戶登記處進行註冊。 除非董事會另行同意，所有轉讓書及其他所有權文件須交回以供登記，在有關登記處進行註冊。
user: Please translate the following sentence from English to Chinese: Article 171

assistant: 第一百七十一條
user: Please translate the following sentence from English to Chinese: shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

assistant: 就任何上述合約或安排而言應視爲本條文下的充分利益申明，惟除非通知在董事會會議上發出或董事採取合理步驟確保通知在發出後的下一次董事會會議上提出及宣讀，否則通知無效。
user: Please translate the following sentence from English to Chinese: All certificates for shares shall be delivered personally or sent through the post addressed to the member entitled thereto at his registered address as appearing in the register.

assistant: 所有股票均須由專人送遞或透過郵寄註明有權收取股票的股東於股東名冊的登記地址送交該股東。
user: Please translate the following sentence from English to Chinese: (4) to sign reports, resolutions and other important documents issued by the Board of Supervisors;

assistant: （四）簽署監事會報告、決議和其他重要文件；
user: Please translate the following sentence from English to Chinese: The chairman of the audit committee shall be an independent director.

assistant: 審計委員會負責人由獨立董事擔任。
user: Please translate the following sentence from English to Chinese: Where a notice is deposited under the preceding paragraph, the Company shall, within 14 days, send a copy of the notice to the relevant competent authorities.

assistant: 公司收到前款所指書面通知的十四日內，應當將通知影本送出給有關主管部門。
user: Please translate the following sentence from English to Chinese: The Company shall at all times comply with the provisions of the Law in relation to the share premium account.

assistant: 本公司須一直遵守法例與股份溢價賬有關的規定。
user: Please translate the following sentence from English to Chinese: (9) employment or dismissal of the managers of the Company; on the basis of nomination, employment or dismissal of the assistant managers, person in charge of finance and other senior management personnel of the Company; making decision on their remuneration;

assistant: （九）聘任或者解聘本公司經理，根據經理的提名，聘任或者解聘本公司副經理、財務負責人及其它高級管理人員，決定其報酬事項；
user: Please translate the following sentence from English to Chinese: (2) Minutes prepared in accordance with the Act these Bye-laws shall be kept by the Secretary at the Office. SEAL 134.

assistant: (2) 會議記錄須根據公司法及本公司細則由祕書於辦事處存置。 印章 134.
user: Please translate the following sentence from English to Chinese: The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

assistant: 在該給付與分配的前，行使權證的持有人應由本公司發給有權受該股份額外名目金額分配的證書。 任何該證書所代表的權利應以記名形式，並可比照當時可轉讓的股份，以相同方式全部或部份轉讓。
user: Please translate the following sentence from English to Chinese: (i) An alternate Director shall (except when absent from Hong Kong) be entitled to receive and waive (in lieu of his appointor) notices of meetings of the board of directors of the Company or the Trustee-Manager, as the case may be, or of committees of the board of directors of the Company or the Trustee-Manager, as the case may be, to the same extent as and in addition to the director of the Company or the Trustee-Manager, as the case may be, appointing him and shall be entitled to such extent to attend and vote as a director and be counted in the quorum at any such meeting at which the director of the Company or the Trustee-Manager, as the case may be, 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 of the Company or the Trustee-Manager, as the case may be.

assistant: (i) 替任董事應（除非不在香港）有權（代替其委任人）接收及免收本公司或託管人－經理（視情況而定）董事會或本公司或託管人－經理（視情況而定）董事委員會會議通告，而此權利以委任其的本公司或託管人－經理（視情況而定）董事享有的權利爲限並附加於其上，並有權作爲董事出席委任其的本公司或託管人－經理（視情況而定）董事並無親身出席的任何上述會議及於會上投票及獲計入該等會議的法定人數內，並一般性地在上述會議上履行其委任人作爲本公司或託管人－經理（視情況而定）董事的一切職能、權力及職責；
user: Please translate the following sentence from English to Chinese: The Directors may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditor or Auditors (if any) may act.

assistant: 董事會可填補任何核數師職位的臨時空缺，但倘持續出現空缺，則尚存或留任的一名或多名核數師（如有）可擔任該職。
user: Please translate the following sentence from English to Chinese: There shall be attached or annexed to each such Balance Sheet such documents as are required by law to be attached or annexed thereto, including the Auditors’ Report and a report of the Directors with respect to the state of the Company’s affairs, the amount (if any) which the Directors recommend should be paid by way of Dividend, and the amount (if any) which they propose to carry to the Reserve Fund, General Reserve, or Reserve Account shown specifically on the Balance Sheet or to be shown specially on a subsequent balance sheet.

assistant: 法律規定各資產負債表隨附或附屬之有關文件包括核數師報告及董事報告，內容有關本公司事務狀況、董事建議應通過股息形式派付之金額（如有）及其建議撥往基金儲備、一般儲備或資產負債表特別顯示或隨後資產負債表特別顯示之儲備賬之金額（如有）。
user: Please translate the following sentence from English to Chinese: (x) Clause 13 (Object and Purpose of the Trust);

assistant: (x) 第13條（信託的宗旨及目的）；
user: Please translate the following sentence from English to Chinese: (3) the matters (proposals) proposed to be reviewed;

assistant: （三）擬審議的事項（會議提案）；
user: Please translate the following sentence from English to Chinese: QINHUANGDAO PORT CO., LTD Article 4 The Domicile of the Company: 35 Hai Bin Road, Hai Gang District, Qinghuangdao, Hebei Province, China;

assistant: QINHUANGDAO PORT CO., LTD. 第四條公司住所： 中國河北省秦皇島市海港區海濱路35號；
user: Please translate the following sentence from English to Chinese: Any new distribution motion to be put forward by the largest major shareholder shall be submitted to the board of directors for announcement 10 days before the annual general meeting.

assistant: 第一大股東提出新的分配提案時，應當在年度股東大會召開的前十天提交董事會並由董事會公告，不足十天的，第一大股東不得在本次年度股東大會提出新的分配提案。
user: Please translate the following sentence from English to Chinese: The annual general meeting of shareholders shall be held once every year within six months after the end of the previous accounting year.

assistant: 股東年會每年召開一次，並應於上一會計年度完結之後的六個月這內舉行。
user: Please translate the following sentence from English to Chinese: (3) on the death of any one of such joint holders, the survivor(s) shall be the only person or persons recognised by the Company as having any title to any such shares but the directors may require such evidence of death as they may deem fit;

assistant: （三）如聯名股東其中之一逝世，只有聯名股東中的其他尚存人士應被公司視爲對有關股東擁有所有權的人，但董事會有權就有關股東名冊資料的更改而要求提供其認爲恰當之有關股東的死亡證明文件；
user: Please translate the following sentence from English to Chinese: The Board may grant special remuneration to any Director who, being called upon, shall perform any special or extra services to or at the request of the Company.

assistant: 董事會可向任何董事授出特別酬金，而有關董事須應本公司之要求提供任何特別或額外服務。
user: Please translate the following sentence from English to Chinese: or (iv) such Director has given notice in writing to the Company that he is not willing to be re-elected.

assistant: 或 (iv) 該董事以書面形式向公司表明不願連選連任。
user: Please translate the following sentence from English to Chinese: 20.5 A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Board generally.

assistant: 20.5 出席人數達法定人數的董事會會議可以根據本公司章程細則行使當時董事會一般具有或可行使的所有授權、權力及酌情權。
user: Please translate the following sentence from English to Chinese: The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

assistant: 獲授權人士有權代表公司行使倘公司爲本公司個人股東可行使的同等權力，且就本細則而言，倘獲授權人士親自出席任何有關大會，則須視爲該公司親自出席。
user: Please translate the following sentence from English to Chinese: (5) where the Company is in serious operation or management difficulties, and its continual existence will lead to substantial losses to the benefits of the shareholders and there are no other solutions to resolve the matters, the shareholders holding 10% or above of the total voting rights of the Company may seek the dissolution of the Company from the People’s Court;

assistant: （五）公司經營管理發生嚴重困難，繼續存續會使股東利益受到重大損失，通過其他途徑不能解決的，持有公司全部股東表決權10%以上的股東，可以請求人民法院解散公司；
user: Please translate the following sentence from English to Chinese: The functions and powers of the Board of Directors shall terminate immediately upon the adoption by the general meeting of a resolution to carry out liquidation.

assistant: 股東大會進行清算的決議通過之後，公司董事會的職權立即終止。
user: Please translate the following sentence from English to Chinese: (4) when deemed necessary by the Board or when proposed by the Supervisory Committee;

assistant: （四）董事會認爲必要或監事會提議召開時；
user: Please translate the following sentence from English to Chinese: (1) The Company shall attach high importance to the return to investors and distribute dividends to shareholders on a yearly basis in a fixed proportion out of the distributable profit of the parent company for the year;

assistant: （一）充分考慮對投資者的回報，每年按當年實現的母公司可供分配利潤的規定比例向股東分配股利；
user: Please translate the following sentence from English to Chinese: CHAPTER 22 NOTICE Article 206 Notices, communications or any other written materials of the Company may be sent out by the following means:

assistant: 第二十二章通知第二百○六條公司的通知、通訊或其他任何書面材料可以下列形式發出：
user: Please translate the following sentence from English to Chinese: Article 185 The main duties of the secretary to the Board are:

assistant: 第一百八十五條董事會祕書的主要職責是：
user: Please translate the following sentence from English to Chinese: (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members.

assistant: (1) 身爲股東的任何公司可透過董事或其他管治機構的決議案授權其認爲適合的人士擔任於本公司任何大會或任何類別股東大會的代表。