billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board.

assistant: 任何董事或祕書或就此目的獲董事會委任的人士均可認證任何影響本公司章程的文件及任何由本公司或董事會或任何委員會通過的決議案以及與本公司業務有關的任何簿冊、記錄、文件及賬目，並核證其副本或摘要爲真實的副本或摘要。 如任何簿冊、記錄、文件或賬目位於辦事處或總辦事處以外的地方，本公司在當地保管以上各項的經理或其他高級職員應視爲如上所述獲董事會委任的人士。
user: Please translate the following sentence from English to Chinese: (c) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.

assistant: (c) 親自或委任代表或由授權代表出席的任何類別股份的持有人均可要求進行投票表決。
user: Please translate the following sentence from English to Chinese: The Company shall keep at its registered office a register of its directors and officers in accordance with the Statutes.

assistant: 本公司須根據法規於其註冊辦事處存置其董事及主管人員之名冊。
user: Please translate the following sentence from English to Chinese: Article 234 The Company shall prepare and submit its annual ﬁnancial reports within four months after the end of each accounting year, its interim ﬁnancial reports within two months after the end of the ﬁrst six months of each accounting year, and quarterly ﬁnancial reports within one month after the end of the ﬁrst three months and ﬁrst nine months of each accounting year respectively to the local ofﬁce of CSRC and the stock exchange(s).

assistant: 第二百三十四條　公司在每一會計年度結束之日起4個月內編制年度財務會計報告並向中國證監會和證券交易所報送，在每一會計年度前6 個月結束之日起 2 個月內編制半年度財務會計報告並向中國證監會派出機構和證券交易所報送，在每一會計年度前 3 個月和前9個月結束之日起的1個月內編制季度財務會計報告並向中國證監會派出機構和證券交易所報送。
user: Please translate the following sentence from English to Chinese: The shareholders enjoy rights and fulfil obligations as per the shares they hold;

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: In the event that the shareholders’ general meeting is suspended or the shareholders fail to reach any resolution due to force majeure or other special reasons, necessary measures shall be taken to resume the meeting as soon as possible or the meeting shall be terminated directly and an announcement of such termination shall be made promptly.

assistant: 因不可抗力等特殊原因導致股東大會中止或不能作出決議的，應採取必要措施儘快恢復召開股東大會或直接終止本次股東大會，並及時公告。
user: Please translate the following sentence from English to Chinese: In the case of a meeting convened for passing a special resolution, the notice shall also specify the intention to propose the resolution as a special resolution.

assistant: 如果大會是爲了通過特別決議而召集，大會通知亦須註明提呈決議爲一項特別決議。
user: Please translate the following sentence from English to Chinese: (b) nothing contained in this Bye-law 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 (a) above are not fulfilled;

assistant: (b) 本細則概無任何規定須詮釋爲對本公司施加須於早於上述時間或在上文(a)之 條件未獲達成之情況下銷燬任何有關文件之責任；
user: Please translate the following sentence from English to Chinese: (3) Notices issued by the Company to the holders of domestic shares must be published on one or more newspapers designated by the state securities regulatory authorities. All holders of domestic shares are deemed as having informed once such notice is published.

assistant: （三）公司發給內資股股東的通知，須在國家證券管理機構指定的一家或多家報刊上刊登公告，該公告一經刊登，所有內資股股東即被視爲已收到該等通知。
user: Please translate the following sentence from English to Chinese: Alteration of Bye-laws 188.

assistant: 公司細則之更改 188.
user: Please translate the following sentence from English to Chinese: Appointment of Secretary.

assistant: 祕書的委任。
user: Please translate the following sentence from English to Chinese: In respect of the overseas listed foreign shares that are listed on SEHK, the same on transfer may no be accepted to the Board on no grounds, unless such transfer is satisfied to the following conditions:

assistant: 在香港聯交所上市的境外上市外資股，除非符合下列條件，否則董事會可拒絕承認任何轉讓文及 1(2)條 據，並無需申述任何理由：
user: Please translate the following sentence from English to Chinese: Article 72 The instrument appointing a proxy shall be deposited at the address of the Company or at some other places specified for the purpose in the notice of general meeting not less than 24 hours before the time for convening the general meeting at which the proxy is authorised to vote or 24 hours before the time specified for the voting.

assistant: 第七十二條表決代理委託書至少應當在該委託書委託表決的有關會議召開二十四小時前，或者在指定表決時間二十四小時前，備置於公司住所或者召集會議的通知中指定的其他地方。
user: Please translate the following sentence from English to Chinese: The Company shall give priority to distribute dividends in cash with a positive stance providing that the Company is recording profits and the cash can meet the needs of the Company’s continuing operation and long-term development.

assistant: 公司在盈利且現金能夠滿足公司持續經營和長期發展的前提下，應積極、優先採取現金方式分配股利。
user: Please translate the following sentence from English to Chinese: (a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine.

assistant: (a) 於在任董事期間兼任本公司之任何其他有職位或獲利崗位（但不可擔任核數師），其任期及條款由董事會決定。
user: Please translate the following sentence from English to Chinese: (1) Notwithstanding any other provisions in the Articles, at each annual general meeting onethird of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than onethird) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

assistant: (1) 儘管本細則有任何其他規定，於每屆股東周年大會上，當時爲數三分之一的董事（或如董事人數並非三的倍數，則須爲最接近但不少於三分之一的董事人數）均須輪席退任，惟每位董事須至少每三年於股東周年大會上退任一次。
user: Please translate the following sentence from English to Chinese: (1) the number of Directors falls below two-thirds of the number of members of the Board of Directors of the Bank or below the statutory minimum number stipulated by the Company Law;

assistant: （一）董事人數少於本行董事會人數的三分之二或不足《公司法》規定的法定最低人數時；
user: Please translate the following sentence from English to Chinese: The Board shall formulate the profit distribution plan taking into account factors including the share price and the scale of the share capital of the Company.

assistant: 結合公司股票價格、股本規模等情況，董事會可以制定股票股利分配方案。
user: Please translate the following sentence from English to Chinese: (i) any contract or arrangement for the giving to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associate(s) or obligations incurred or undertaken by him or any of his associate(s) at the request of or for the benefit of the Company or any of its subsidiaries;

assistant: (i) 就董事或其聯繫人士應本公司或其任何附屬公司的要求或爲本公司或其任何附屬公司的利益借出款項或招致或承擔的債務，而向該名董事或其任何聯繫人士發出的任何抵押或彌償保證所訂立的任何合約或安排；
user: Please translate the following sentence from English to Chinese: (i) personally;

assistant: (i) 親自；
user: Please translate the following sentence from English to Chinese: if the supervisory committee cannot convene and preside over such meeting, shareholders who individually or jointly hold 10% of the shares for more than 90 consecutive days may independently convene and preside over such meeting.

assistant: 監事會不召集和主持的，連續 90 日以上單獨或者合計持有公司 10% 以上股份的股東可以自行召集和主持。
user: Please translate the following sentence from English to Chinese: (4) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

assistant: (4) 董事或替任董事均毋須持有本公司任何股份以符合資格，而並非股東的董事或替任董事（視情況而定）均有權收取本公司任何股東大會及本公司任何類別股份的任何股東大會的通告及出席大會，並於會上發言。
user: Please translate the following sentence from English to Chinese: Chapter 22 Dissolution and Liquidation of the Company The Company shall be dissolved and liquidated in accordance with law upon the occurrence of any of the following events:

assistant: 第二十二章公司解散和清算 公司有下列情形之一的，應當解散並依法進行清算：
user: Please translate the following sentence from English to Chinese: 3) as set out in paragraphs (b) to (n) and (p) to (u) inclusive of the Second Schedule to The Companies Act 1981.

assistant: 3) 如(b)至(n)及(p)至(u)段所載（包括公司法 1981 年附表二）。
user: Please translate the following sentence from English to Chinese: - (i) all appointments of officers made by the Board;

assistant: - (i) 董事會就高級人員作出的一切委任；
user: Please translate the following sentence from English to Chinese: The Company shall ensure that an independent director has the same rights to information as other directors, and shall provide independent directors with relevant materials and information in a timely manner, report on the performance of the Company regularly and, when necessary, arrange for independent directors to conduct on-site investigations.

assistant: 公司應保證獨立董事享有與其他董事同等的知情權，及時向獨立董事提供相關材料和信息，定期通報公司運營情況，必要時可組織獨立董事實地考察。
user: Please translate the following sentence from English to Chinese: The Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share.

assistant: 董事會可隨時發出通知，要求任何該等人士選擇登記爲股份持有人或轉讓股份。
user: Please translate the following sentence from English to Chinese: Article 219  During the liquidation period, the liquidation committee shall exercise the following functions and powers:

assistant: 第二百一十九條清算組在清算期間行使下列職權：
user: Please translate the following sentence from English to Chinese: Article 106 The chairman of the meeting shall be held responsible for deciding whether or not a resolution of the general meeting has been passed. His decision shall be final and shall be announced at the meeting and recorded in the minutes of meeting.

assistant: 第一百零六條會議主席根據表決結果決定股東大會的決議是否通過，其決定爲終局決定，並應當在會上宣佈表決結果和載入會議記錄。
user: Please translate the following sentence from English to Chinese: Directors or other senior management members may concurrently hold the post of the Secretary to the Board.

assistant: 公司董事或者其他高級管理人員可以兼任公司董事會祕書。
user: Please translate the following sentence from English to Chinese: To every such separate general meeting all the provisions of these Bye-laws relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

assistant: 公司細則中關於本公司股東大會的規定經作出必須修訂後，適用於所有該等另行召開的股東大會，惟：
user: Please translate the following sentence from English to Chinese: (2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

assistant: (2) 本公司有權以董事會認爲適當的方式出售無法聯絡之股東的任何股份，惟只在下列情況下，方可進行出售：
user: Please translate the following sentence from English to Chinese: (5) The award of the arbitration shall be final and binding on all the parties. Chapter 23 Supplementary Provisions

assistant: (五) 仲裁機構作出的裁決是終局裁決，對各方均具有約束力。 第二十三章附則
user: Please translate the following sentence from English to Chinese: No changes resulting from share transfers may be made to the register of shareholders within 30 days prior to a shareholders’ general meeting or 5 days prior to the reference date set by the Company for the purpose of distribution of dividends.

assistant: 股東大會召開前三十日內或者公司決定分配股利的基準日《必備條款》第 38條 前五日內，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: Shareholders participating in the general meeting by aforesaid means will be deemed attend the meeting.

assistant: 股東通過上述方式參加股東大會的，即視爲出席。
user: Please translate the following sentence from English to Chinese: 36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

assistant: 36. 董事會可接受任何須予沒收股份交回，及在該情況下，該等章程細則中有關沒收的提述包括交回。
user: Please translate the following sentence from English to Chinese: (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine.

assistant: (1) 祕書及其他高級人員（如有）須由董事會委任，且任職條款及期限須由董事會決定。
user: Please translate the following sentence from English to Chinese: (2) Notwithstanding any provisions contained in these Bye‐laws, a resolution in writing shall not be passed for the purpose of removing a Director before the expiration of his term of office under Bye‐law 83(4) or for the purposes set out in Bye‐law 152(3) relating to the removal and appointment of the Auditor.

assistant: (2) 儘管細則所載任何規定，於細則第83(4)條下董事年期屆滿前或就細則第 152(3)條有關核數師之罷免及委任而言，均不應就董事罷免通過任何書面決議案。
user: Please translate the following sentence from English to Chinese: The interested shareholders mentioned in the preceding paragraph shall have the Mandatory Provisions following meanings:

assistant: 前款所述有利害關係股東的含義如下：
user: Please translate the following sentence from English to Chinese: PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

assistant: 對於本公司將款項或財產交付或寄存保管的任何往來銀行或其他人士，他們各人亦不必負責；
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) 各股東大會及董事會會議的所有決議案及議事程序。
user: Please translate the following sentence from English to Chinese: (d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

assistant: (d) 將其全部或部份股份分拆爲面值少於組織章程大綱所規定面值的股份（惟須受限於公司法的規定），而有關分拆股份的決議可決定於分拆產生的股份持有人之間，其中一股或更多股份可較其他股份有優先權利、遞延權利或其他權利或限制，而該等優先權利、遞延權利或其他權利或限制爲本公司有權附加於未發行或新股份者；
user: Please translate the following sentence from English to Chinese: Article 11 of Mandatory Provisions

assistant: 必備條款第十一條
user: Please translate the following sentence from English to Chinese: (14) to perform any other functions or exercise any other powers conferred by the shareholders in general meeting or these Articles of Association.

assistant: （十四）股東大會及本章程授予的其他職權。
user: Please translate the following sentence from English to Chinese: All other special general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice if it is so agreed:

assistant: 所有其他股東特別大會可以發出不少於十四(14)個足日及不少於十（10）個營業足日之通知而召開，惟如指定證券交易所規則允許及如就此議定，召開股東大會之通知期可以縮短：
user: Please translate the following sentence from English to Chinese: (IV) date and effective period of the proxy letter;

assistant: （四）委託書簽發日期和有效期限；
user: Please translate the following sentence from English to Chinese: (3) the date of the notice.

assistant: （三）發出通知的日期。
user: Please translate the following sentence from English to Chinese: A notice calling a meeting of the Board need not be in writing.

assistant: 召開董事會會議的通告毋須以書面方式作出。
user: Please translate the following sentence from English to Chinese: (2) The Company legally makes a distribution by taking its assets as the dividends;

assistant: (二) 公司依法以其財產作爲股利進行分配；
user: Please translate the following sentence from English to Chinese: In addition, the notice shall be delivered to each of the registered addresses as set forth in the register of members of Overseas-listed Foreign Shares by personal delivery or prepaid mail subject to the listing requirement of the place where the Company’s share are listed so as to give the shareholders sufficient notice and time to exercise their rights or act in accordance with the terms of the notice.

assistant: 此外，應當按當地上市規則的要求根據境外上市外資股股東名冊登記的地址，以專人或預付郵資函件方式送達，以便股東有充分通知和足夠時間行使其權利或按通知的條款行事。
user: Please translate the following sentence from English to Chinese: (5) a director, supervisor, president and other senior management member of the company under control referred to in clause (4) of this Article;

assistant: （五）本條（四）項所指被控制的公司的董事、監事、總經理和其他高級管理人員；
user: Please translate the following sentence from English to Chinese: 2. the interests of the public require disclosure;

assistant: 2、公衆利益有要求；
user: Please translate the following sentence from English to Chinese: “Clearing House” shall mean a recognised clearing house within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as modified from time to time or a clearing house or authorised share depository 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: “結算所”指在不時修改的證券及期貨條例(香港法例第 571 章)所指的認可結算所，或本公司股份 1996 年 9 月 25 日及 2005 上市或掛牌之證券交易所所屬司法管轄區的法律所認可的結算所或授權的股票存管處；
user: Please translate the following sentence from English to Chinese: otherwise they shall be liable to make compensation for the loss incurred by the Company.

assistant: 違反規定，給公司造成損失的，應當承擔賠償責任。
user: Please translate the following sentence from English to Chinese: where the Board refuses to register the transfer of shares, the Company shall deliver a notification to the transferor and transferee, informing them of such refusal of registration of share transfer within two (2) months from the date of the application for transferring the shares.

assistant: 如果董事會拒絕登記股份轉讓，公司應在轉讓申請正式提出之日起兩（2）個月內給轉讓人和受讓人發出一份拒絕登記該股份轉讓的通知。
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的世界任何地方舉行。
user: Please translate the following sentence from English to Chinese: Any notice or other document published by way of advertisement or on a computer network shall be deemed to have been served or delivered on the day it was so published.

assistant: 任何通告或文件若透過廣告或電腦網絡刊發，須被視爲於刊發當日已送達或傳送。
user: Please translate the following sentence from English to Chinese: When notice by post deemed to be served

assistant: 通過郵遞寄發之通告應視作送達
user: Please translate the following sentence from English to Chinese: Any act which disrupts the shareholders’ general meeting, makes trouble and infringes upon the lawful interests of shareholders shall be prohibited and reported in a timely manner to relevant authorities for investigation and punishment.

assistant: 對於干擾股東大會、尋釁滋事和侵犯股東合法權益的行爲，應採取措施加以制止並及時報告有關部門查處。
user: Please translate the following sentence from English to Chinese: (III) removal of any members of the Board and members of the Supervisory Committee, and determination of their remuneration and method of payment;

assistant: (三)董事會和監事會成員的罷免及其報酬和支付方法；
user: Please translate the following sentence from English to Chinese: (ii) The holder of the Shares being purchased or redeemed shall be bound to deliver up to the Company at the Head Office or such other place as the Board shall specify the certificate(s) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies in respect thereof.

assistant: (ii) 股份被購回或贖回的持有人須將有關股票送交本公司的總辦事處或董事會指定的其他地點註銷，於交回時，本公司將支付彼與有關股份相關的購回或贖回金額。
user: Please translate the following sentence from English to Chinese: Each Independent Director shall also make his duty report.

assistant: 每名獨立董事也應作出述職報告。
user: Please translate the following sentence from English to Chinese: The assumption of obligations referred to in this Chapter includes the assumption of obligations by way of contract or by way of arrangement (irrespective of whether such contract or arrangement is enforceable or not and irrespective of whether such obligation is to be borne solely by the obligor or jointly with other persons) or by any other means which results in a change in his/her financial position.

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 115 The Company shall establish a supervisory committee.

assistant: 第一百一十五條公司設監事會。
user: Please translate the following sentence from English to Chinese: (ii) in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant Dividend unless, contemporaneously with the announcement by the Board of its proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (a) of this Article in relation to the relevant Dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall have specified that the Shares to be allotted pursuant to the provisions of paragraph (a) of this Article shall rank for participation in such distribution, bonus or rights.

assistant: (ii) 有關股息支付或宣派前或同一時間支付、作出、宣佈或公告的任何其他分派、紅利或權利，除非當董事會公告其擬就有關股息應用本細則第(a)段第 (i)分段或第(ii)分段的條文的同時，或當董事會公告有關分發、紅利或權利的同時，董事會應指明根據本細則第(a)段的條文將予配發的股份有權參與該分發、紅利或權利。
user: Please translate the following sentence from English to Chinese: A statutory declaration in writing that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited or surrendered on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

assistant: 任何法定聲明書，如述明聲明人是本公司的董事或祕書，並述明本公司某股份於 聲明書所述的日期已被妥爲沒收或退還，則相對於所有聲稱享有該股份的人士而言，即爲 該聲明書內所述事實爲不可推翻的證據。
user: Please translate the following sentence from English to Chinese: Appendix 3 Section 6(2) Article 126 When the Company is to hold a class shareholders’ meeting, it shall issue a written notice 45 days prior to the meeting informing all the registered shareholders of that class of the matters to be considered at and the date and place of the meeting. Shareholders that intend to attend the meeting shall, within 20 days prior the day on which the meeting is to be held, serve a written reply on the Company stating that they will attend the meeting.

assistant: 第一百二十六條公司召開類別股東會議，應當於會議召開 45 日前發出書面通知，將會議擬審議的事項以及開會日期和地點告知所有該類別股份的在冊股東。 擬出席會議的股東，應當於會議召開 20 日前，將出席會議的書面回覆送達公司。
user: Please translate the following sentence from English to Chinese: The original copy of a Company’s shareholders register of Foreign Invested Shares Listed Overseas listing in Hong Kong shall be maintained in Hong Kong.

assistant: 在香港上市的公司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: For the avoidance of doubt, where the Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Articles be counted as a business day;

assistant: 爲免生疑慮，倘聯交所因懸掛八號或以上之颱風訊號、黑色暴雨警告或其他類似事件，而於香港關門不進行證券買賣業務，則該日將根據本章程細則被視作營業日；
user: Please translate the following sentence from English to Chinese: (i) not less than three Members present in person or by proxy having the right to vote at the meeting;

assistant: (i) 由不少於三位有權於會上投票之股東親自或委任代表出席會議提出；
user: Please translate the following sentence from English to Chinese: 3) Other situations permitted by laws and administrative regulations.

assistant: （三）法律、行政法規許可的其它情況。
user: Please translate the following sentence from English to Chinese: (2) a person acting in the capacity of trustee of that director, supervisor, president, and other senior management or any person referred to in paragraph (1) of this Article;

assistant: （二）公司董事、監事、總裁和其他高級管理人員或者本條（一）項所述人員的信託人；
user: Please translate the following sentence from English to Chinese: (4) any other issues to be addressed by legal opinion as required by the Company.

assistant: (四)應本公司要求對其他有關問題出具的法律意見。