billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: "seal" means the common seal of the Company or where the context permits, the duplicate seal of the Company for use in any particular state, country or territory outside Bermuda;

assistant: 「印章」指本公司法團印章或（倘文義許可)本公司在開曼羣島境外任何國家或地區使用的副章；
user: Please translate the following sentence from English to Chinese: The guarantee mentioned in the preceding articles includes the act MP126 that the guarantor undertakes the responsibility or provides property to ensure that the obligor fulfils its obligations.

assistant: 第一百三十九條本章前述條款中所稱擔保，包括由保證人承擔責任或提供財產《必備條款》 以保證義務人履行義務的行爲。
user: Please translate the following sentence from English to Chinese: The Directors may at any time repay the amount so advanced upon giving to such shareholder not less than one month’s notice in writing of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced.

assistant: 董事可預早向有關股東發出不少於一個月的書面通知，於任何時間償還因此預付的款項，除非在有關通知屆滿前，已預付的股份已催繳上述預付款項。
user: Please translate the following sentence from English to Chinese: (3) Without prejudice to the general powers conferred by these Bye-laws it is hereby expressly declared that the Board shall have the following powers:

assistant: 3）在不影響章程細則所賦予一般權力的原則下，謹此明確聲明董事會擁有以下權力：
user: Please translate the following sentence from English to Chinese: (A) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his Close Associate(s) may benefit;

assistant: (A) 採納、修改或執行董事或其緊密聯繫人士可能有利益之任何僱員購股權計劃或任何股份獎勵計劃或購股權計劃；
user: Please translate the following sentence from English to Chinese: to submit the relevant matters to the Board of Directors for determination where the Company does not adopt the compliance review advice from the Chief Compliance Officer;

assistant: 公司不採納合規總監合規審查意見的，應當將有關事項提交董事會決定；
user: Please translate the following sentence from English to Chinese: Article 90 Copies of the minutes of the meeting shall be available for inspection during business hours of the Company by any shareholder without charge.

assistant: 第九十條 股東可以在公司辦公時間免費查閱股東大會會議記錄複印件。
user: Please translate the following sentence from English to Chinese: Article 119 A class meeting’s resolutions shall be passed by votes representing over two-thirds of the voting rights of the shareholders present at the meeting according to article 118. Article 120

assistant: 第119條 類別股東會的決議，應當經根據第 118 條由出席類別股東會議的有表決權的三分之二以上的股權表決通過，方可作出。
user: Please translate the following sentence from English to Chinese: (e) mining and quarrying and exploration for metals, minerals, fossil fuels and precious stones of all kinds and their preparation for sale or use;

assistant: (e) 開採、挖出及勘探各類金屬、礦物、化石燃料及寶石及出售或製備相關物品以供銷 售及使用；
user: Please translate the following sentence from English to Chinese: Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.

assistant: 有關決議案可載於一份文件或數份形式類似之文件，每份文件均須由一名或以上董事或替任董事簽署，而就此而言，董事或替任董事之傳真簽署將視作有效。 在不受上文規限下，就考慮本公司主要股東或董事有利益衝突且董事會認爲該利益衝突屬重大的任何事項或事宜時，不應以書面決議案形式通過以替代召開董事會會議。
user: Please translate the following sentence from English to Chinese: A proxy need not be a Member.

assistant: 委任代表不必爲股東。
user: Please translate the following sentence from English to Chinese: Shareholders shall enjoy rights and have obligations according to the category and number of shares held by them. Shareholders of shares of the same category shall enjoy equal rights and have equal obligations.

assistant: 股東按其持有股份的種類和份額享有權利，承擔義務； 持有同一種類股份的股東，享有同等權利，承擔同種義務。
user: Please translate the following sentence from English to Chinese: Convening of Meetings of Directors

assistant: 召開董事會議
user: Please translate the following sentence from English to Chinese: Where losses are caused to the Company as a result of the violation of the laws, regulations or the provisions of the Articles of Association by the supervisory committee in the course of performing its duties, shareholders shall be entitled to make a request in writing to the board of directors to institute proceedings in a court.

assistant: 監事會執行公司職務時違反法律法規或者本章程的規定，給公司造成損失的，股東可以書面請求董事會向法院提起訴訟。
user: Please translate the following sentence from English to Chinese: The minutes of the board meeting shall contain the following information:

assistant: 董事會會議記錄包括以下內容：
user: Please translate the following sentence from English to Chinese: The rules of procedure of the supervisory board shall be included in this AOA or attached to this AOA, which shall be drawn up by the supervisory board and approved by the shareholders’ general meeting.

assistant: 監事會議事規則應列入公司章程或作爲章程的附件，由監事會擬定，股東大會批准。
user: Please translate the following sentence from English to Chinese: foreign exchange loans;

assistant: 外匯貸款；
user: Please translate the following sentence from English to Chinese: Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

assistant: 任何按此方式組成的委員會在行使按此方式獲授之權力、職權及酬情處理權時應遵守董事會要求其遵守的所有規例。
user: Please translate the following sentence from English to Chinese: Where the entrusting party is a legal person, the instrument shall be sealed by the legal person or signed by its Director(s) or duly authorized proxies.

assistant: 委託人爲法人的，應當加蓋法人印章或由其董事或正式委託的代理人簽署。
user: Please translate the following sentence from English to Chinese: (4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

assistant: (4) 有關是否需要設立及維持認購權儲備及如有需要時所須設立及維持的金額、有關認購權儲備所曾使用的用途、有關其曾用作填補本公司虧損的程度、有關將須向行使認股權證持有人配發的入賬列爲繳足額外股份的面額，以及有關認股權儲備任何其他事宜由本公司當時核數師編制的證書或報告，在並無明顯錯誤下，對本公司及所有認股權證持有人及股東而言屬不可推翻及具約束力。
user: Please translate the following sentence from English to Chinese: PAGE 62

assistant: 第 62 頁
user: Please translate the following sentence from English to Chinese: (II) exercise the powers vested in him and not to exceed the scope thereof;

assistant: （三）親自行使所賦予他的酌量處理權，不得爲他人操縱；
user: Please translate the following sentence from English to Chinese: (ii) the trustees, acting in their capacity as such trustees, of any trust of which he or any of his family interests is a beneficiary or, in the case of a discretionary trust, is (to his knowledge) a discretionary object and any company (a "trustee-controlled company") in the equity capital of which the trustees, acting in their capacity as such trustees, are directly or indirectly interested so as to exercise 30 per cent. (or such other amount as may from time to time be specified in the HK Code on Takeovers and Mergers as being the level for triggering a mandatory general offer) or more of the voting power at general meetings, or to control the composition of a majority of the board of directors and any of the other company which is its subsidiary (together, the "trustee interests");

assistant: (ii) 以其本人或其任何家族權益爲受益人，或如屬全權信託，則（就其所指）指全權託管的對象的任何信 託中，具有受託人身份的受託人，以及受託人以其受託人身份直接或間接擁有其股本權益的任何公司（「受託人所控制的公司」），而有關權益令受託人可在股東大會行使 30%或以上的表決權（或香港公司收購及合併守則不時規定會觸發強制性全面收購建議所需的百分比），或可控制董事會大部分成員的組成，以及上述公司的任何其他附屬公司（統稱「受託人權益」）；
user: Please translate the following sentence from English to Chinese: The board of directors of the Company shall convene a shareholders’ general meeting to re-elect an independent director for replacement within two months.

assistant: 公司董事會應當在兩個月內召開股東大會補選獨立董事，逾期不召開股東大會的，獨立董事可不再履行職務。
user: Please translate the following sentence from English to Chinese: or (b) any change in the particulars contained in the Register of Directors and Officers, cause to be entered on the Register of Directors and Officers the particulars of such change and of the date on which it occurred.

assistant: 或 (b) 載於董事及高級人員登記冊的詳細資料有任何改變，董事會須於發生後十四()日內，在董事及高級人員登記冊內登錄有關改變的詳細資料及更改日期。
user: Please translate the following sentence from English to Chinese: \n-8- in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him, provided always that where the necessary majority for such a special resolution is not obtained at such general meeting, consent in writing if obtained from the holders of three-quarters in nominal value of the issued shares of the class concerned within two months of such general meeting shall be as valid and effectual as a special resolution carried at such general meeting.

assistant: \n-8- 票表決，每位該等持有人在投票時可就其持有的每股類別股份擁有一票投票權，條件是： 如果在該股東大會上未能達到該等特別決議案所必要的大多數，在該股東大會後兩個月內取得該類別已發行股份面值的四分之三持有人的書面同意將具有該股東大會的特別決議案效力及作用。
user: Please translate the following sentence from English to Chinese: (9) The person has been involved in criminal offences subject to investigation by judicial authorities and the case has yet been settled;

assistant: （九）因觸犯刑法被司法機關立案調查，尚未結案；
user: Please translate the following sentence from English to Chinese: All other special general meetings may be called by not less than fourteen (14) clear days’ Notice but 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)個淨日之通告而召開，惟如就此達成協定，召開股東大會之通知期可以縮短：
user: Please translate the following sentence from English to Chinese: Article 138. The validity of an act of a director, CEO, president,, a vice president or other senior management staff of the Company on behalf of the Company towards a bona fide third party shall not be affected by any irregularity in his current position, election or qualifications.

assistant: 第一百三十八條公司董事、首席執行官、總裁、副總裁和其它高級管理人員代表公司的行爲對善意第三人的有效性，不因其在任職、選舉或者資格上有任何不合規行爲而受影響。
user: Please translate the following sentence from English to Chinese: (1) to be responsible for the convening of the Shareholders’ general meeting and to report on its work to the Shareholders’ general meeting;

assistant: （一）負責召集股東大會，並向股東大會報告工作；
user: Please translate the following sentence from English to Chinese: (1) not to make use of their powers to accept bribes or other unlawful income and appropriate the Company’s properties;

assistant: （一）不得利用職權收受賄賂或者其他非法收入，不得侵佔公司財產；
user: Please translate the following sentence from English to Chinese: 17. to draw, make, accept endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants and other negotiable or transferable instruments;

assistant: 17. 開立、訂立、承兌、背書、貼現、籤立及發出匯票、承兌票據、提單、認購權證及其他可流轉的或可轉讓的文據；
user: Please translate the following sentence from English to Chinese: In case of the transfer of certain registered shares in the register of shareholders, such shares shall not be registered into other parts of the register of shareholders during the period of continued existence of such shares.

assistant: 在股東名冊某一部分註冊的股份的轉讓，在該股份註冊存續期間不得註冊到股東名冊的其他部分。
user: Please translate the following sentence from English to Chinese: Article 46 The Company may, in accordance with the mutual understanding and agreement between the securities regulatory authority of the State Council and overseas securities regulatory authorities, maintain its register of holders of overseas-listed foreign-invested shares overseas and appoint overseas agent(s) to manage such share register.

assistant: 第四十六條公司可以依法據國務院證券主管機構與境外證券監管機構達成的諒解、協議，將境外上市外資股股東名冊存放在境外，並委託境外代理機構管理。
user: Please translate the following sentence from English to Chinese: In any other case, at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.

assistant: 在任何其他情況下，須就進行投票表決之時間及地點發出最少七個完整日之通知。
user: Please translate the following sentence from English to Chinese: Rights conferred on any class of shareholders in the capacity of shareholders ("Class Rights") may not be varied or abrogated unless it is approved by a special resolution of shareholders in general meeting and by the class shareholders' meeting of that class so affected which shall be convened in accordance with Articles 114 to 118.

assistant: 第一百一十二條公司擬變更或者廢除類別股東的權利，應當經股東大會以特別決議通過和經受影響的類別股東在按第一百一十四條到第一百一十八條分別召集的股東會議上通過，方可進行。
user: Please translate the following sentence from English to Chinese: (2) authorise an officer, agent or attorney to delegate all or any of the powers, discretions and duties vested in the officer, agent or attorney;

assistant: (2) 授權高級職員、代理或代理人委派有關高級職員、代理或代理人之全部或任何權力、酌情權及職責；
user: Please translate the following sentence from English to Chinese: (ii) specific duties of the President, vice president and other senior management officers;

assistant: （二）總裁、副總裁及其他高級管理人員各自具體的職責及其分工；
user: Please translate the following sentence from English to Chinese: The Companies Law (Revised) Company Limited by Shares AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF Billion Industrial Holdings Limited 百宏實業控股有限公司 (As adopted by Special Resolution passed on 11 December 2012)

assistant: 公司法（經修訂）股份有限公司 Billion Industrial Holdings Limited 百宏實業控股有限公司的經修訂及經重列之組織章程細則 （經於二零一二年十二月十一日通過的特別決議案採納）
user: Please translate the following sentence from English to Chinese: (1) Candidates for Directors and Supervisors that are not employee representatives of the Company can be nominated by the Board and the Supervisory Committee, respectively;

assistant: （一）公司董事、非由職工代表擔任的監事候選人可分別由董事會、監事會提名；
user: Please translate the following sentence from English to Chinese: In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Member or Members present and entitled to vote shall be a quorum.

assistant: 在任何其他情況下，大會須押後至下星期同日同一時間及地點舉行。 倘於有關續會上，於大會指定舉行時間後半小時內仍未達法定人數，出席並有權於會上投票的一名或多名股東將構成法定人數。
user: Please translate the following sentence from English to Chinese: The shareholding record date shall not be changed once confirmed.

assistant: 股權登記日一旦確認，不得變更。
user: Please translate the following sentence from English to Chinese: Article 100 When there are major issues subject to the Board's decision-making, notice to all Executive Directors and independent non-executive director at the time prescribed by Article 99 must be served, and at the same time provide sufficient information, in strict accordance with prescribed agenda.

assistant: 第一百條 凡須經董事會決策的重大事項，必須按第九十九條規定的時間通知所有執⾏蓋事《和獨⽴非執⾏董事，並同時提供足夠的資料，嚴格按照規定的程式進⾏。
user: Please translate the following sentence from English to Chinese: shareholders may request the board of directors in writing to bring a legal action against the Board of Supervisors for the loss of the Company resulting from their violation of any laws, administrative regulations or provisions of these Articles of Association in the course of performing the duties.

assistant: 監事會執行公司職務時違反法律、行政法規或者本章程的規定，給公司造成損失的，股東可以書面請求董事會向人民法院提起訴訟。
user: Please translate the following sentence from English to Chinese: “these Presents” means these Articles of Association and the regulations of the Company for the time being in force.

assistant: 「本文件」指本組織章程細則及當時生效的本公司規例。
user: Please translate the following sentence from English to Chinese: (4) to demand rectification from a director, the general manager and any other senior management members when the acts of such persons are harmful to the Company’s interest;

assistant: （四）當公司董事、總經理和其他高級管理人員的行爲損害公司的利益時，要求前述人員予以糾正；
user: Please translate the following sentence from English to Chinese: When the Company distributes its after-tax profits for an accounting year, the lower of the after-tax profits as shown in such two financial statements shall be adopted.

assistant: 公司在分配有關會計年度的稅後利潤時，以前述兩種財務報表中稅後利潤數較少者爲準。
user: Please translate the following sentence from English to Chinese: (2) All the Supervisors shall sign on ballots for vote;

assistant: （二）全體監事收到有關書面議案後，在表決票上簽名表決；
user: Please translate the following sentence from English to Chinese: （I） is without capacity or with limited capacity for civil conduct; was imposed criminal penalty due to corruption, bribery, appropriation of property, embezzlement or disrupting socialism market economic order and it has been less than five years since completion of the enforcement of the criminal penalty; or is deprived of political rights due to offence and it has been less than five years since completion of the enforcement of the penalty;

assistant: （二）因犯有貪污、賄賂、侵佔財產、挪用財產罪或者破壞社會經濟秩序罪，被判處刑罰，執行期滿未逾五年，或者因犯罪被剝奪政治權利，執行期滿未逾五年；
user: Please translate the following sentence from English to Chinese: (i) the basis of any such allotment shall be determined by the Board;

assistant: (i) 任何上述配發之基準應由董事會決定；
user: Please translate the following sentence from English to Chinese: (1) the name and address (residence), the occupation or nature of each shareholder;

assistant: （一）各股東的姓名（名稱）、地址（住所）、職業或性質；
user: Please translate the following sentence from English to Chinese: 45. In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares;

assistant: 45. 如果股東死亡，若逝者是共同持股人，則其他共同持股人將成爲公司承認的唯一有權繼受其股份權益的人； 如果逝者是單獨持股人，則其法定代表人將成爲公司承認的唯一有權繼受其股份權益的人；
user: Please translate the following sentence from English to Chinese: For the avoidance of doubt, where The Stock Exchange of Hong Kong Limited is closed for the business of dealing in securities in Hong Kong on a business day for the 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: 未免存疑，如遇八號或因較高臺風信號、黑色暴雨警告或其他類似事件導致香港證券交易所停止交易，該日在本章程中應視爲一個營業日；
user: Please translate the following sentence from English to Chinese: When the Company dissolves, the Company shall cancel its registration in accordance with the law.

assistant: 設立新公司的，依法辦理公司設立登記。
user: Please translate the following sentence from English to Chinese: 38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines.

assistant: 38. 股份被沒收人士不再爲被沒收股份的股東，但仍有責任向本公司支付於沒收股份當日該股東就該等股份應付予本公司的一切款項，連同（在董事酌情要求下）按董事會決定的利率（不得超過年息百份之二十（20 % ）），由沒收股份日期起至付款日期止有關款項的利息。
user: Please translate the following sentence from English to Chinese: otherwise, the Company shall within five days give the shareholders further notice of the matters to be considered and the date and place of the class meeting by way of public announcement.

assistant: 達不到的，公司應當在五日內將會議擬審議的事項、開會日期和地點以公告形式再次通知股東，經公告通知，公司可以召開類別股東會議。
user: Please translate the following sentence from English to Chinese: The Supervisory Committee may call other relevant persons to the meeting if required according to the agenda of the meeting, to present relevant information or give their opinions to the meeting.

assistant: 監事會根據會議議題，可以召集與會議有關的其他人員到會介紹有關情況或者聽取其意見。
user: Please translate the following sentence from English to Chinese: (ii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his Close Associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

assistant: (ii) 有關發售本公司或本公司可能發起或擁有權益的任何其他公司的股份、債券或其他證券，本公司發起或有興趣認購或購買該等其他公司所發售的股份、債券或其他證券，而董事或其緊密聯繫人因參與售股的包銷或分包銷而擁有或將擁有權益的任何建議；
user: Please translate the following sentence from English to Chinese: overseeing the selection and appointment procedures for Directors and other important positions;

assistant: 對董事等重要人員的選聘程序進行監督；
user: Please translate the following sentence from English to Chinese: “Auditors” shall mean the persons for the time being performing the duties of that office;

assistant: 「核數師」指當其時履行該職務的多名人士；
user: Please translate the following sentence from English to Chinese: (8) to elect chairman of the supervisory committee;

assistant: （八）選舉監事會主席；
user: Please translate the following sentence from English to Chinese: The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

assistant: 董事會可隨時（就一般情況或就任何特定情況）放棄已產生的任何留置權或宣佈任何股份全部或部份豁免遵守本條的規定。
user: Please translate the following sentence from English to Chinese: Article 19 Upon the approval by the securities regulatory authorities under the State Council or other relevant regulatory authorities, the Company may issue its shares to the domestic and foreign investors.

assistant: 第十九條　經國務院證券監督管理機構或其他相關監管機構覈准，公司可以向境內投資人和境外投資人發行股票。
user: Please translate the following sentence from English to Chinese: If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares;

assistant: 倘股東身故，則其一名或以上尚存人（倘死者爲聯名持有人）及其法定遺產代理人（倘其爲單一或唯一尚存持有人）將爲就擁有其於股份中權益而獲本公司認可的唯一人士；
user: Please translate the following sentence from English to Chinese: (b) Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles (including any corporate communications within the meaning ascribed thereto under the Listing Rules) may be served on or delivered to any Shareholder either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such Shareholder at his registered address as appearing in the register or by leaving it at that address addressed to the Shareholder or by any other means authorised in writing by the Shareholder concerned or (other than share certificate) by publishing it by way of advertisement in the Newspapers.

assistant: (b) 除非另有明確所指，依據本細則規定鬚髮給任何人士的或由任何人士發出的任何通知或文件（包括根據上市規則對其賦予涵義內之任何企業通訊）可由本公司派員親自或以郵寄方式藉預付郵資的信函，或封套寫上該有關股東於股東登記冊所顯示之登記地址送達予該股東，或送交至有關股東的地址，或以任何由有關股東書面授權的其他方式，或以（股票除外）在報章刊登廣告的方式送交或交付。
user: Please translate the following sentence from English to Chinese: (5) the directors, supervisors, managers and other senior officers of a company which is being controlled in the manner set out in sub-paragraph (4) above.

assistant: (5) 本條(4)項所指被控制的公司的董事、監事、經理和其他級管理人員。
user: Please translate the following sentence from English to Chinese: or (b) if he becomes bankrupt or a receiving order is made against him or he makes any arrangement or composition with his creditors generally;

assistant: 或 (b) 如果其破產或收到對其下達的接管令，或與其債權人整體達成任何債務償還安排或債務重整協議；
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: 在宣派後六年尚無人領取之所有股息或紅利可由董事會沒收，撥歸本公司所有。