billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: Should an independent director fail to attend in person the meetings of the board of directors for three consecutive times, the board of directors may propose to the general meeting to replace such director. An independent director shall not be dismissed without a justified cause before the expiration of his term, unless under the above circumstances or the circumstances specified in subparagraph (2) of Article 106 hereof or any of the conditions specifying the disqualification of a director under the Company Law has occurred.

assistant: 獨立董事連續三次未能親自出席董事會會議的，由董事會提請股東大會予以撤換。 除出現上述情況、本章程第一百零六條第二款規定的情形以及《公司法》中規定的不得擔任董事的情形外，獨立董事任期屆滿前不得無故被免職。
user: Please translate the following sentence from English to Chinese: The Bank shall not distribute any profit to its shareholders of any class before making up any losses, making contributions to the statutory reserve and making full provisions for loan losses required by relevant laws, administrative regulations and requirements of competent authorities.

assistant: 本行不在彌補本行虧損和提取法定公積金以及按照相關法律、行政法規、部門規章的要求足額提取貸款損失準備之前向各類別股東分配利潤。
user: Please translate the following sentence from English to Chinese: The said proxy may exercise the following rights as granted by the said shareholder:

assistant: 該股東代理人依照股東的委託，可以行使下列權利：
user: Please translate the following sentence from English to Chinese: (2) The period of Notice shall be exclusive of the day on which it is served or deemed to be served and exclusive of the day on which the meeting is to be held, and the Notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business.

assistant: (2) 通告期間不包括送達或視爲送達之日，亦不包括舉行大會之日，而通告須註明舉行大會之時間地點及將於大會上審議之決議案，如有特別事項，須載明該事項之一般性質。
user: Please translate the following sentence from English to Chinese: (9) to exercise other powers provided under the Company’s Articles.

assistant: （九）《公司章程》規定的其他職權。
user: Please translate the following sentence from English to Chinese: 10. Subject to the Act and without prejudice to Bye-law 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

assistant: 10. 在不牴觸公司法及本細則第 8 條的情況下，所有或任何當時附加於股份或任何類別股份上的特別權利可不時(不論本公司是否被申請清盤)更改、修訂或廢止，除非該類別股份發行的條款另有指定。 這些更改、修訂或廢止需經持有不少於四份之三的該類已發行股份的持有人書面同意或經一個在該類股份持有人另行召開的股東大會中以特別決議方式通過。
user: Please translate the following sentence from English to Chinese: If the board of directors agrees to convene an extraordinary general meeting or a class meeting, a notice of meeting shall be issued within five (5) days after the passing of the relevant resolution by the board of directors. Any change to the original proposal made in the notice shall obtain the approval of the supervisory committee.

assistant: 董事會同意召開臨時股東大會或類別股東會議的，應當在作出董事會決議後的五(5)日內發出召開股東大會或類別股東會議的通知，通知中對原提議的變更，應當徵得監事會的同意。
user: Please translate the following sentence from English to Chinese: (e) the fixing of, or the determining of the method of fixing of, the remuneration of the Directors and of the Auditors;

assistant: (e) 釐定董事及核數師之酬金或決定釐定酬金之方法；
user: Please translate the following sentence from English to Chinese: Article 98  A general meeting shall be convened and presided over by the Chairman of the Board.

assistant: 第九十八條股東大會由董事長召集並擔任會議主席。
user: Please translate the following sentence from English to Chinese: 6. The Company may from time to time by special resolution, subject to any confirmation or consent required by law, reduce its authorised or issued share capital or any share premium account or other undistributable reserve in any manner permitted by law.

assistant: 6. 本公司可不時通過特別決議案，在法例規定之任何確認或同意下，按法例許可的任何方式，削減法定或已發行股本或任何股份溢價賬或其他不可供分派儲備。
user: Please translate the following sentence from English to Chinese: （7） to create a new class of shares having voting or distribution rights or privileges equal or superior to those of the shares of that class;

assistant: （七）設立與該類別股份享有同等或者更多表決權、分配權或者其他特權的新類別；
user: Please translate the following sentence from English to Chinese: A Director appointed to an office under this Article shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

assistant: 根據本細則獲委任職位的董事須遵守與本公司其他董事相同的撤職規定，倘因任何原因不再擔任董事職位，亦須因此即時停止擔任上述職位，除非與本公司所訂立的合約條文另有規定。
user: Please translate the following sentence from English to Chinese: (1) Have an immediate access to review books, records or vouchers at the Company, and shall have the right to require the submission of supporting documents and information by the directors, managers or other senior officials;

assistant: (一) 隨時查閱公司帳簿、記錄及憑證，並有權要求公司的董事、總經 理及其他高級管理人員提供有關資料和說明；
user: Please translate the following sentence from English to Chinese: Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

assistant: 在公司法規限下，佣金可以現金支付，或以配發全部或部份繳足股份的方式支付，或部份以現金部份以配發全部或部份繳足股份的方式支付。
user: Please translate the following sentence from English to Chinese: The takeover of the Company as described in the previous paragraph refers to any one of the following:

assistant: 前款所稱公司被收購是指下列情況之一：
user: Please translate the following sentence from English to Chinese: (2) repurchasing shares through public dealing on a stock exchange;

assistant: （二）在證券交易所通過公開交易方式購回；
user: Please translate the following sentence from English to Chinese: (c) the election of Directors whether by rotation or otherwise in the place of those retiring;

assistant: (c) 以輪值方式或爲填補退任空缺選舉董事；
user: Please translate the following sentence from English to Chinese: The Directors may determine the terms, conditions and manner of redemption of the shares.

assistant: 董事可釐定贖回股份的條款、條件及方式。
user: Please translate the following sentence from English to Chinese: All dividends or bonuses unclaimed for six years after having been declared may be forfeited by the Board and shall revert to the Company.

assistant: 宣派後六年仍未獲認領的所有股息或紅利可由董事會沒收，撥 歸本公司所有。
user: Please translate the following sentence from English to Chinese: \n- 77 - for the purpose of service of notice shall be deemed to be his registered address.

assistant: \n- 77 - 送達通知的地址並應視該地址爲其註冊地址。
user: Please translate the following sentence from English to Chinese: 4. The Board may issue warrants to subscribe for any class of Shares or other securities Warrants of the Company, which warrants may be issued on such terms as the Board may from time to time determine.

assistant: 4. 董事會可根據其不時決定的條款發行可認購本公司任何類別股份或其他證券認股權證的認股權證。
user: Please translate the following sentence from English to Chinese: The shareholders of the domestic investment shares and the shareholders of the foreign investment shares listed outside the People's Republic of China are all ordinary shareholders and have the same obligations and rights.

assistant: 內資股股東和境外上市外資股股東同是普通股股東，擁有相同的義務和權利。
user: Please translate the following sentence from English to Chinese: (2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

assistant: (2) 倘准許舉手表決，在宣佈舉手表決結果之前或之時，下述人士可要求以投票方式 表決：
user: Please translate the following sentence from English to Chinese: “the Board” or “the Directors” shall mean the Directors from time to time of the Company or (as the context may require) the majority of Directors present and voting at a meeting of the Directors;

assistant: 「董事會」或「董事」指本公司不時的董事會或按文義所指，在董事會會議上出席及投票的大多數董事；
user: Please translate the following sentence from English to Chinese: The registered capital of the Company was RMB492,901,642.

assistant: 公司的註冊資本爲人民幣492,901,642元。
user: Please translate the following sentence from English to Chinese: It has not been formally adopted by shareholders at a general meeting.

assistant: 此版本尚未獲股東於股東大會上正式採納。
user: Please translate the following sentence from English to Chinese: Stamp Duty (to be affixed)

assistant: 印花稅 (待附)
user: Please translate the following sentence from English to Chinese: How rights of shares may be modified.

assistant: 如何修訂股份的權利
user: Please translate the following sentence from English to Chinese: The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

assistant: 委任代表文書及（倘董事會要求）簽署委任代表文書的授權書或其他授權文件（如有）或經簽署的授權書或授權文件副本，須於大會或其續會（名列該文書的人士擬於會上投票）指定舉行時間不少於四十八(48)小時前，或就於大會或續會舉行日期後進行的投票表決而言，則不少於指定投票時間前二十四(24)小時，送達召開大會通告或其附註或隨附的任何文件內就此目的可能指定的有關地點或其中一個有關地點（如有），或（倘並無指明地點）於過戶登記處或辦事處（倘適用），遲交的委任代表文書將視爲無效。
user: Please translate the following sentence from English to Chinese: The Company may refuse to take any action until a reasonable guarantee is provided by the applicant for such expenses.

assistant: 在申請人未提供合理的擔保之前，公司有權拒絕採取任何行動。
user: Please translate the following sentence from English to Chinese: (B) No Director shall be required to vacate office or be ineligible for re-election or re-appointment as a Director, and no person shall be ineligible for appointment as a Director, by reason only of his having attained any particular age.

assistant: (B) 任何董事概不會僅因已屆任何某一年齡而須退任董事職位或失去重選或重獲委任爲董事的資格，且任何人士概不會僅因已屆任何某一年齡而須失去獲委任爲董事的資格。
user: Please translate the following sentence from English to Chinese: (ii) 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 (i) above are not fulfilled;

assistant: (ii) 細則的內容不得詮釋爲就本公司早於上述時間銷燬任何文件或未能符合上述限制性條款第 (i) 項的條件而對本公司施加任何責任；
user: Please translate the following sentence from English to Chinese: (3) Stamp tax as required by Hong Kong laws has been paid for the transfer document;

assistant: （三）轉讓文件已付應繳香港法律要求的印花稅；
user: Please translate the following sentence from English to Chinese: (7) to create a new class of shares carrying rights to voting, distribution or other privileges equal or superior to those of the shares of such class;

assistant: （七）設立與該類別股份享有同等或者更多表決權、分配權或者其他特權的新類別；
user: Please translate the following sentence from English to Chinese: Since the date on which the Articles become effective, the Articles shall constitute a legally binding document regulating the organisation and activities of the Company, the rights and obligations between the Company and each shareholder and among the shareholders inter se.

assistant: 自公司章程生效之日起，公司章程即成爲規範公司的組織與行爲及公司與股東之間、股東與股東之間權利義務的，具有法律約束力的文件。
user: Please translate the following sentence from English to Chinese: (7) the contact person and contact method.

assistant: （七）聯繫人和聯繫方式。
user: Please translate the following sentence from English to Chinese: Article 21  The Board of Directors of the Company can make the implementation arrangement of separate issuance for the plan of the Company for issuing Overseas Listed Foreign Shares and Domestic Shares that has been approved by the securities regulatory agency under the State Council.

assistant: 第二十一條經國務院證券監督管理機構批准的公司發行境外上市外資股和內資股的計劃，公司董事會可以作出分別發行的實施安排。
user: Please translate the following sentence from English to Chinese: (ii) Call an interim meeting of the Supervision Committee when the meeting is deemed necessary by the chairman of the Supervision Committee;

assistant: （二）在監事會主席認爲必要時召開臨時監事會會議；
user: Please translate the following sentence from English to Chinese: Changes or rectification of each part of the register of shareholders shall be carried out in accordance with the laws of the place where such part of the register of shareholders is kept.

assistant: 股東名冊各部分的更改或更正，應當根據股東名冊各部分存放地的法律進行。
user: Please translate the following sentence from English to Chinese: The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director.

assistant: 董事會可不時委任其一個或多個組織出任董事總經理、聯席董事總經理或董事副總經理或擔任本公司其他職務或執行職務，任期（以其繼續爲執行董事爲限）及條款由董事會釐定，而有關任命亦可由董事會撤銷或終止。 上述任何撤職或終止任命無損有關董事可能針對本公司或本公司針對有關董事提出之損害索償。
user: Please translate the following sentence from English to Chinese: During the liquidation period, the liquidation committee shall exercise the following functions and duties:

assistant: 清算組在清算期間行使下列職權：
user: Please translate the following sentence from English to Chinese: 18 Management

assistant: 18 管理
user: Please translate the following sentence from English to Chinese: SEAL 134.

assistant: 印章 134.
user: Please translate the following sentence from English to Chinese: (b) to exclude the right of participation or entitlement of any member with a registered address outside any territory where in the absence of a registration statement or other special or onerous formalities the circulation of an offer of such right or entitlement would or might be unlawful or where the Board consider the costs, expense or possible delays in ascertaining the existence or extent of the legal and other requirements applicable to such offer or the acceptance of such offer out of proportion to the benefits of the Company;

assistant: (b) 如果在任何股東的登記地址所屬地區無登記聲明或未完成其他特別或繁瑣的手續，則傳閱任何有關參與分享權利或權益的要約文件屬或可能屬不合法，或董事會認爲查明有關該等要約或接納該等要約的法律及其他規定是否存在或查明有關法律及規定的適用範圍產生的成本、開支或可能造成的延誤不符合本公司利益，則董事會可全權取消該股東的該等分享權利或權益；
user: Please translate the following sentence from English to Chinese: Article 8.22 The following matters shall be passed by an ordinary resolution at a general meeting:

assistant: 第8.22條下列事項由股東大會的普通決議通過：
user: Please translate the following sentence from English to Chinese: (A) A Director shall vacate his office:

assistant: (A) 董事須於以下情況離職︰—
user: Please translate the following sentence from English to Chinese: has the meaning ascribed to it by Section 15 of the Companies Ordinance;

assistant: 具有公司條例第 15 條所賦予此詞彙的涵義；
user: Please translate the following sentence from English to Chinese: For the purpose of giving effect to any resolution under this Article, the Board may settle any difficulty which may arise in regard to a capitalisation issue as it thinks fit, and in particular may disregard fractional entitlements or round the same up or down and may determine that cash payments shall be made to any Shareholders in lieu of fractional entitlements or that fractions of such value as the Board may determine may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the Shareholders concerned, and no Shareholders who are affected thereby shall be deemed to be, and they shall be deemed not to be, a separate class of Shareholders by reason only of the exercise of this power.

assistant: 爲使本細則下之任何決議案生效，董事會可按其認爲合適之方式解決撥充資本事項可能產生之任何難題，尤其是可不理會或調高或調低零碎權益的價值及可決定以現金支付任何股東以作代替，或不理會由董事會釐定的碎股價值以調整各方權利，或將零碎權益匯合出售並將所得收益撥歸本公司而非有關股東所有，且受影響的股東無一被視爲，以及不被視爲僅因行使此權力而成爲獨立類別的股東。
user: Please translate the following sentence from English to Chinese: In the event that the Articles contradict the latest amended laws, regulations, rules and regulatory documents, the new laws, regulations, rules and regulatory documents shall prevail.

assistant: 如果本章程與新修訂的法律、法規、規章、規範性文件發生衝突，則以新法律、法規、規章、規範性文件爲準。
user: Please translate the following sentence from English to Chinese: 43. Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued without charge to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him without charge.

assistant: 43. 於每次股份轉讓後，轉讓人須交回所持有的股票以作註銷，並於隨後即時註銷，而承讓人將就獲轉讓的股份免費獲發一張新股票。 倘轉讓人仍保留已交回股票上所列的任何股份，則彼將免費獲發一張有關股份的新股票。
user: Please translate the following sentence from English to Chinese: Article 148. The Company may not in any manner pay tax on behalf of its directors, supervisors, CEO, president, vice president and other senior management staff.

assistant: 第一百四十八條 公司不得以任何方式爲其董事、監事、首席執行官、總裁、副總裁和其它高級管理人員繳納稅款。
user: Please translate the following sentence from English to Chinese: (V) contain a disclosure of the nature and extent of any material interests of any director, supervisor and senior management officer in the proposed transaction and provide an explanation of the differences between the effect of the proposed transaction on them in their capacity as shareholders and the effect on the shareholders of the same class;

assistant: （五）如任何董事、監事和高級管理人員與將討論的事項有重要利害關係，應當披露其利害關係的性質和程度； 如果將討論的事項對該董事、監事和高級管理人員作爲股東的影響有別於對其他同類別股東的影響，則應當說明其區別；
user: Please translate the following sentence from English to Chinese: Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors.

assistant: 任何該等書面決議案可包含數份相同格式的文件，而每份文件均由一名或多名董事或候補董事簽署。
user: Please translate the following sentence from English to Chinese: (2) a person acting in the capacity of trustee of that director, supervisor, general manager and other senior management member or any person referred to in paragraph (1) of this Article;

assistant: （二）公司董事、監事、總經理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: The Company shall appropriate and use labor union expenditures in accordance with relevant laws and regulations.

assistant: 公司按有關法規提取及使用工會經費。
user: Please translate the following sentence from English to Chinese: Any notice or document served or delivered by the Company by any other means authorised in writing by the Member concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose.

assistant: 本公司按有關股東以書面許可之任何其他方式送達或寄發之任何通知或文件，將被視爲於本公司就此作出許可之行動後送達。
user: Please translate the following sentence from English to Chinese: The demand for a poll may be withdrawn by the person who demanded the same.

assistant: 以投票方式表決的要求可以由提出者撤回。
user: Please translate the following sentence from English to Chinese: (3) the amount paid or payable for the shares held by each shareholder;

assistant: （三）各股東所持股份已付或應付的款項；
user: Please translate the following sentence from English to Chinese: Disputes in relation to the definition of shareholders and register of shareholders need not be resolved by arbitration.

assistant: 有關股東界定、股東名冊的爭議，可以不用仲裁方式解決。
user: Please translate the following sentence from English to Chinese: (6) the removal or reduction of rights attached to shares of such class to receive payments payable by the Company in particular currencies;

assistant: （六）取消或者減少該類別股份所具有的，以特定貨幣收取公司應付款項的權利；
user: Please translate the following sentence from English to Chinese: Article 110 The convener and attorney retained by the Company shall verify the legitimacy of the capacity of shareholders in accordance with the register of shareholders provided by the securities registration and clearing agency, and register the name of each shareholders and the number of voting shares held by it.

assistant: 第一百一十條召集人和公司聘請的律師將依據證券登記結算機構提供的股東名冊共同對股東資格的合法性進行驗證，並登記股東姓名（或名稱）及其所持有表決權的股份數。
user: Please translate the following sentence from English to Chinese: 1. Obtaining the Articles of Association of the Company after payment of a charge to cover costs;

assistant: 1. 在繳付成本費用後得到公司章程；
user: Please translate the following sentence from English to Chinese: (ii) Where the Company purchases for redemption a redeemable Share, purchases not made through the market or by tender shall be limited to a maximum price, and if purchases are by tender, tenders shall be available to all Shareholders alike.

assistant: (ii) 倘本公司購回可贖回股份，而非經市場或以招標方式購回，則必須限定在某一最高價格，及如以招標方式購回，則招標必須向全體股東一視同仁地發出。
user: Please translate the following sentence from English to Chinese: the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

assistant: 將該股息等等，用作抵償有關留置權的債務、負債或協定。
user: Please translate the following sentence from English to Chinese: (11) to exercise other functions and powers delegated by these articles and the board of directors.

assistant: （十一）本章程和董事會授予的其他職權。
user: Please translate the following sentence from English to Chinese: Article 84. The list of candidates for directors and supervisors shall be submitted as a voting proposal to the shareholders’ general meeting.

assistant: 第八十四條董事、監事候選人名單以提案的方式提請股東大會表決。
user: Please translate the following sentence from English to Chinese: Article 247. Following the completion of the liquidation, the liquidation committee shall prepare a liquidation report, a statement of income and expenses received and made during the liquidation period and a financial report, which shall be verified by a Chinese registered accountant and submitted to the shareholders’ general meeting or the insurance regulatory authority for confirmation.

assistant: 第二百四十七條公司清算結束後清算組應當製作清算報告以及清算期內收支報表 和財務帳冊，經中國註冊會計師驗證後，報股東大會和保險監督管理部門確認。
user: Please translate the following sentence from English to Chinese: Shareholders attending the shareholders’ general meeting by using the above-mentioned facility shall be deemed present in person at the meeting.

assistant: 股東通過上述方式參加股東大會的，視爲出席。
user: Please translate the following sentence from English to Chinese: Subject to proper evidence, supervisors that have voted against the resolution and whose disagreement has been entered into the minutes of the meeting may be exempted.

assistant: 但經證明在表決時曾表明異議並記載於會議記錄的，該監事可以免除責任。
user: Please translate the following sentence from English to Chinese: 49. The Company may by ordinary resolution:

assistant: 49. 本公司可藉普通決議案：
user: Please translate the following sentence from English to Chinese: 2. The Company is an exempted company as defined by the Companies Act 1981.

assistant: 2. 本公司爲一九八一年公司法所界定之獲豁免公司。
user: Please translate the following sentence from English to Chinese: (5) other obligations to be undertaken as prescribed by laws, administrative regulations and these Articles of Association. Except the conditions agreed by a subscriber for shares during the subscription,shareholders shall not be liable for any subsequent contribution of additional share capital.

assistant: （五）法律、行政法規及本章程規定應當承擔的其他義務。 股東除了股份的認購人在認購時所同意的條件外，不承擔其後追加任何股本的責任。