billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: 48. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four (4) joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

assistant: 人士爲受益人放棄獲配發或臨時配發的任何股份。 48. (1) 董事會可全權酌情且毋須給予任何理由拒絕登記將未繳足股份轉讓予其不認可的人士或根據僱員股份獎勵計劃發行予僱員而其轉讓仍受限制的股份轉讓，此外，董事會亦可（在不損及上述一般性的情況下）拒絕登記將任何股份轉讓予多於四（4）位的聯名股份持有人或本公司擁有留置權的未繳足股份的轉讓。
user: Please translate the following sentence from English to Chinese: Article 163 The Board of Directors shall set up a special office, take charge of the daily affairs of relevant special committees, provide support to such committees in connection with the exercise of their rights and duties, and assist the secretary to the Board of Directors in carrying out their duties.

assistant: 第一百六十三條董事會設立專門辦公室，負責董事會及其有關專門委員會的日常事務，爲董事會及有關專門委員會行使職權和履行職責提供支持，協助董事會祕書履行職責。
user: Please translate the following sentence from English to Chinese: The venue for a physical general meeting to be held shall be arranged.

assistant: 股東大會將設置會場，以現場會議形式召開。
user: Please translate the following sentence from English to Chinese: A provision of the Companies Ordinance or these articles requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

assistant: 公司條例或本章程細則的條文，如規定或授權某事須由或須對一名董事及祕書作出，則該事不得以由身兼董事及祕書的人士作出或對其作出而獲遵行。
user: Please translate the following sentence from English to Chinese: 2. the director, supervisor or senior executive warrants to the Company that he or she will observe and perform his or her responsibilities owed to the shareholders specified in this Articles of Association;

assistant: （二）董事、監事及高級管理人員向公司作出承諾，表示遵守及履行本章程規定的其對股東應盡的責任；
user: Please translate the following sentence from English to Chinese: “SFO” shall mean the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), and any amendments thereto or re-enactment thereof for the time being in force and shall include every other statute incorporated therewith or substituted therefor;

assistant: 「證券及期貨條例」指證券及期貨條例（香港法例第 571 章）及其當時有效之任何修訂或重新制定，幷包括收錄於其內或作爲取代之每項其他法規；
user: Please translate the following sentence from English to Chinese: (I) Not to cause the Company to act beyond the scope of business stipulated in its business license;

assistant: (一)不得使公司超越其營業執照規定的營業範圍；
user: Please translate the following sentence from English to Chinese: (7) contain conspicuously a statement that a shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote on behalf of him and that proxy need not be a shareholder;

assistant: （七）以明顯的文字說明「有權出席和表決的股東有權委任一位或者一位以上的股東代理人代爲出席和表決」，該股東代理人不必是公司的股東；
user: Please translate the following sentence from English to Chinese: 28. A copy of the notice referred to in Article 27 shall be sent to Copy of notice to be shareholders in the manner in which notices may be sent to sent to shareholders shareholders by the Company as herein provided.

assistant: 28. 細則第 27 條所述的通告副本應以本細則規定本公司向股東寄發通告寄發予股東的通告副 的方式寄發予股東。
user: Please translate the following sentence from English to Chinese: Where any difficulty arises in regard to any distribution under the last preceding Article the Board may settle the same as it thinks expedient and in particular may issue fractional certificates or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board.

assistant: 凡根據上條細則所作的分派出現任何困難，董事會可在其認爲適合的情況下解決，更可發行零碎股份股票或授權任何人士出售及轉讓任何零碎股份或可議決分派； 並應儘可能接近但並非爲十足正確比率或不理會所有零碎股份，並可決定支付現金予任何成員以協調所有當事人的權利，以董事會認爲適合者爲準。
user: Please translate the following sentence from English to Chinese: (1) Discharging the directors or supervisors of their responsibility to act in good faith in the interest of the most benefits of the Company;

assistant: （一）免除董事、監事應當真誠地以公司最大利益爲出發點行事的責任；
user: Please translate the following sentence from English to Chinese: Article 167  In the course of exercising his duties and powers, the CEO of the Company shall perform his duties in good faith and diligently in accordance with laws, regulations and the Articles of Association.

assistant: 第一百六十七條公司首席執行官在行使職權時，應當根據法律、法規和公司章程的規定，履行誠信和勤勉的義務。
user: Please translate the following sentence from English to Chinese: (4) to pay the Company’s debts.

assistant: （四）清償公司債務。
user: Please translate the following sentence from English to Chinese: (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any extraordinary general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days.

assistant: (1) 股東周年大會須發出最少二十一(21)個完整日及最少二十(20)個完整營業日的通知召開，及凡爲通過特別決議案的股東特別大會鬚髮出最少二十一(21)個完整日及最少十(10)個完整營業日的通知召開。
user: Please translate the following sentence from English to Chinese: 48. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share.

assistant: 48. 因持有人身故或破產或清盤而享有股份權益的人士，應有權享有身爲股份的登記持有人而應享有的相同股息及其他利益。
user: Please translate the following sentence from English to Chinese: 5. appoint an independent external auditing firm or consultant firm;

assistant: 5、獨立聘請外部審計機構和諮詢機構。
user: Please translate the following sentence from English to Chinese: (1) A notice or other document (including a share certificate) may be given to any member by the Company either personally, or by sending it by mail, postage prepaid (and, in any case where the registered address of a member is outside Hong Kong, by prepaid airmail), addressed to such member at his registered address, or by leaving it at that address addressed LR App. 3, rule 7(1) to the member or by any other means authorised in writing by the member concerned or by publishing it by way of advertisement in at least one English language newspaper and one Chinese language newspaper circulating in Hong Kong.

assistant: (1) 發送給股東的通知或其他文件（包括股票），本公司可透過親自送交，或以預付郵費郵件（及如股東的登記地址位於香港境外，則以預付郵費航空郵件）方式，按該股東登記地址郵寄，或留存於該地址待該股東收件，或按有關股東以書面授權的任何其他形式，或以公告形式於最少一份在香港行銷的英文報章及一份中文報章刊登。
user: Please translate the following sentence from English to Chinese: The management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities expressly conferred upon it by these Bye-Laws, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and which are not hereby or by the Statutes expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Statutes and of these Bye-Laws and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions of these Bye-Laws, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.

assistant: 本公司的業務由董事會管理。 除該等細則指明董事會獲得的權力及授權外，董事會在不違反法則、細則規定及任何由本公司在股東大會不時制定的規則（惟本公司在股東大會制定的規則，不得使董事會在之前所進行而當未有該規則時原應有效的事項無效），且與上述規定及細則並無牴觸的情況下，可行使本公司一切權力及進行一切事項，而該等權力及事項並非法則指明或由股東大會規定須由本公司行使或進行者。
user: Please translate the following sentence from English to Chinese: (1) the register of shareholders maintained at the Company’s domicile (other than those registers of shareholders as provided in subparagraphs (2) and (3) of this Article);

assistant: （一）存放在公司住所的、除本條（二）、（三）項規定以外的股東名冊；
user: Please translate the following sentence from English to Chinese: Present Capital:

assistant: 增發前資本：
user: Please translate the following sentence from English to Chinese: Article 115 The board of directors may establish certain special committees such as Audit Committee, Remuneration and Assessment Committee, Nomination Committee and Strategic Committee, to assist the board of directors to exercise its duties or provide consultation or advice for the board of directors in respect of its decisions under the leadership of the board of directors;

assistant: 第一百一十五條董事會可以設立審計委員會、薪酬與考覈委員會、提名委員會、戰略委員會等若干專門委員會，在董事會領導下，協助董事會執行其職權或爲董事會決策提供建議或諮詢意見，其人員組成與議事規則由董事會另行議定。
user: Please translate the following sentence from English to Chinese: (B) Copies of those documents to be laid before the members of the Company at an annual general meeting shall not less than 21 days before the date of the meeting be sent in the manner in which notices may be served by the Company as provided herein to every member of the Company and every holder of debentures of the Company, provided that the Company shall not be required to send copies of those documents to any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

assistant: (B) 將在股東周年大會上提呈予本公司股東之該等文件副本須於大會舉行日期前不少於二十一日前按本文所規定本公司可送達通告之方式發送至本公司各股東及本公司各債權證持有人，惟本公司毋須向本公司並不知悉地址之任何人士或多於一名聯名股份或債權證持有人發送該等文件副本。
user: Please translate the following sentence from English to Chinese: (3) where the ordinary course of business of the Company includes the lending of money or the giving of guarantees, the Company may make a loan to or provide a guarantee for a loan to the relevant director, supervisor, manager or other officer or persons connected with them provided that the terms of the loan or guarantee for a loan shall be normal commercial terms.

assistant: (三)如公司的正常業務範圍包括提供貸款、貸款擔保，公司可以向有關董事、監事、經理和其他高級管理人員及其相關人員提供貸款、貸款擔保，但提供貸款、貸款擔保的條件應當是正常商務條件。
user: Please translate the following sentence from English to Chinese: Capital Reduction and Repurchase of Shares The Company may reduce its registered capital in accordance with the stipulations of the Mandatory Articles of Association.

assistant: 第二十四條根據公司章程的規定，公司可以減少其註冊資本。
user: Please translate the following sentence from English to Chinese: In proving such service it shall be sufficient to prove that the relevant notice, document or other information was properly addressed and put into the post as prepaid mail or prepaid airmail (as the case may be);

assistant: 證明有關通知、文件或其他資料已妥爲註明地址，並已在投寄前預付郵費或空郵郵費（視情況而定），即足可作爲送達證明；
user: Please translate the following sentence from English to Chinese: Any shareholder entitled to attend and vote at a meeting of the Proxies Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting.

assistant: 任何有權出席本公司會議和在會議上表決的股東均有權委任其他人士作 代理人 爲其代理人，代其出席並表決。 持有兩股或多股股份的股東可委任一名以上的代理人，代其出席本公司股東大會或任何類別的股東大會，並代其在會上表決。
user: Please translate the following sentence from English to Chinese: If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

assistant: 倘轉讓人須保留所交回股票中所載股份之任何部分，則於轉讓人向本公司支付上述費用後，就餘下股份向其發出新股票。
user: Please translate the following sentence from English to Chinese: of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

assistant: 每次董事會及董事委員會會議的出席董事姓名；
user: Please translate the following sentence from English to Chinese: Deposit of an instrument of proxy shall not preclude a member from attending and voting at the meeting or at any adjournment of it and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

assistant: 委任代表文據交付並不妨礙股東親自出席召開的會議或任何續會並於會上表決，且在此情況下，委任代表文據須被視爲撤銷。
user: Please translate the following sentence from English to Chinese: The directors who are acting as proxies of others shall exercise the rights of voting within the authorisation.

assistant: 代爲出席會議的董事應當在授權範圍內行使董事的權利。
user: Please translate the following sentence from English to Chinese: (7) All expenses incurred by the Company arising from the cancellation of the Original Share Certificate and the issuance of a replacement share certificate shall be borne by the applicant.

assistant: (七) 公司爲註銷原股票和補發新股票的全部費用，均由申請人負擔。
user: Please translate the following sentence from English to Chinese: The receiving agents appointed by the Company shall meet the requirements of the laws of the place, or the relevant regulations of the stock exchange, where shares are listed.

assistant: 公司委任的收款代理人應當符合上市地法律或者證券交易所有關規定的要求。
user: Please translate the following sentence from English to Chinese: i. all parts of the register of shareholders;

assistant: i. 所有各部份股東的名冊；
user: Please translate the following sentence from English to Chinese: External Supervisors shall report on the performance of member of senior management of the Company in respect of faith and diligence at the Shareholders’ Meeting.

assistant: 公司外部監事應向股東大會獨立報告公司高級管理人員的誠信和勤勉盡責表現。
user: Please translate the following sentence from English to Chinese: “appointed newspaper” shall have the meaning as defined in the Companies Act;

assistant: 「指定報章」指具有公司法所界定的涵義；
user: Please translate the following sentence from English to Chinese: Any format of blank proxy form issued by the board of directors of the Company to the shareholders for the appointment of proxies shall give the shareholders free choice to instruct their proxies to cast an affirmative or negative vote, and to give separate instructions on each matter to be voted at the meeting.

assistant: 任何由公司董事會發給股東用於任命股東代理人的委託書的格式，應當讓股東自由選擇指示股東代理人投贊成票或者反對票，並就會議每項議題所要作出表決的事項分別作出指示。
user: Please translate the following sentence from English to Chinese: 29 AUDIT\n

assistant: 29 審計\n
user: Please translate the following sentence from English to Chinese: The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

assistant: 本條細則給予之一般權力不受任何其他細則給予董事會之任何特別授權或權力所限制或限定。
user: Please translate the following sentence from English to Chinese: The contract to repurchase shares as referred to in the preceding paragraph includes, but not limited to, an agreement to become obliged to repurchase or to acquire the right to repurchase shares.

assistant: 前款所稱購回股份的合同，包括（但不限於）同意承擔購回股份的義務和取得購回股份權利的協議。
user: Please translate the following sentence from English to Chinese: (a) the instrument of transfer is lodged with the Company accompanied by the certificate for the shares to which it relates (which shall upon registration of the transfer be cancelled) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

assistant: (a) 轉讓文據已遞交本公司，連同有關的股票（於轉讓登記後將予註銷）以及董事會爲證明轉讓人有權進行轉讓而可能合理要求的其他憑證；
user: Please translate the following sentence from English to Chinese: Article 9.33 Unless a general meeting is suspended or no resolution can be adopted due to force majeure or other special reasons, no proposal shall be set aside or rejected for voting at the general meeting.

assistant: 9.33 除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外，股東大會將不會對提案進行擱置或不予表決。
user: Please translate the following sentence from English to Chinese: When a director resigns, he shall submit a written resignation notice to the board of directors.

assistant: 董事辭職應向董事會提交書面辭職報告。
user: Please translate the following sentence from English to Chinese: The Bank shall adopt the principles of openness, fairness and impartiality when issuing shares, and each share in the same class shall have the same rights.

assistant: 本行股份的發行，實行公開、公平、公正的原則，同種類的 每一股份具有同等權利。
user: Please translate the following sentence from English to Chinese: When making a claim, creditors shall explain the matters related to their claim and provide relevant evidence of such claims. Claims shall be registered by the liquidation committee.

assistant: 債權人申報債權時，應當說明債權的有關事項，並提供證明材料。 清算組應當對債權進行登記。
user: Please translate the following sentence from English to Chinese: the first one will list candidates who comply with the independence requirements set out under Art. 19.2 above in numerical order according to the number of votes received by each of them (“Slate A”);

assistant: 第一份名單列出符合上文第 19.2 條所載獨立性要求的候選人，按各人所得票數排序（「名單 A」）；
user: Please translate the following sentence from English to Chinese: In event of emergency, an extraordinary meeting of the supervisory meeting may be convened upon proposal by 1/3 or more of supervisors, not subject to the following restriction of the notice of meeting.

assistant: 有緊急事項時，經三分之一或以上監事提議，可召開臨時監事會會議，並不受以下監事會會議通知的限制。
user: Please translate the following sentence from English to Chinese: Directors shall exercise their powers to the extent as permitted by the laws, regulations, regulatory documents and the Articles and shall not interfere in an ultra vires manner with the operation and management activities of senior management out of their scope of powers in violation of the decision-making system and procedures of the Company.

assistant: 董事應當在法律、法規、規範性文件和本章程規定的範圍內行使職權，不得違反公司的議事制度和決策程序越權干預高級管理層的經營管理活動。
user: Please translate the following sentence from English to Chinese: 29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

assistant: 29. 股東（無論單獨或聯同任何其他人士）結欠本公司之所有催繳股款或分期股款連同利息及開支（如有）獲支付以前，概無權收取任何股息或花紅、親身或以受委代表出席任何股東大會及在會上投票（作爲另一股東之受委代表除外）、計入法定人數或行使股東之任何其他特權。
user: Please translate the following sentence from English to Chinese: (2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members.

assistant: (2) 如本公司清盤（無論爲自願清盤或法院頒令清盤），清盤人可在獲得特別決議案授權及《公司法》規定的任何其他批准的情況下，將本公司全部或任何部分資產以實物形式分派予股東，而無論該等資產爲一類或前述將分派的多類不同的財產。 就此而言，清盤人可就任何一類或多類財產釐定其認爲公平的價值，並決定股東或不同類別股東間的分配方式。
user: Please translate the following sentence from English to Chinese: (c) any votes are not counted which ought to have been counted;

assistant: (c) 原應予以點算的任何票數並無點算在內；
user: Please translate the following sentence from English to Chinese: Ax call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.

assistant: 董x 事會藉決議案授權通過催繳的時候即被視爲已作出催繳。
user: Please translate the following sentence from English to Chinese: Article 42

assistant: 第四十二條
user: Please translate the following sentence from English to Chinese: (3) The Company may make a loan or provide a guarantee in connection with the making of a loan to any of the relevant Directors, supervisors, managers and other senior management or their respective associates in the ordinary course of its business on normal commercial terms, provided that the ordinary course of business of the Company includes the provision of loans and loan guarantees.

assistant: （三）如公司的正常業務範圍包括提供貸款、貸款擔保，公司可以向有關董事、監事、經理和其他高級管理人員及其相關人提供貸款、貸款擔保，但提供貸款、貸款擔保的條件應當是正常商務條件。
user: Please translate the following sentence from English to Chinese: (vi) by other means recognized by the Company, or agreed by the recipient of the notice in advance or recognized by the recipient of the notice after receiving such notice;

assistant: （六）公司或受通知人事先約定或受通知人收到通知後認可的其他形式；
user: Please translate the following sentence from English to Chinese: (1) to relieve a director or supervisor of his duty to act honestly in the best interests of the Company;

assistant: （一）免除董事、監事應當真誠地以公司最大利益爲出發點行事的責任；
user: Please translate the following sentence from English to Chinese: The board of directors shall place before the shareholders at every annual general meeting a financial report prepared by the Company as required by relevant law, administrative regulations or normative documents promulgated by the regional government and regulatory authorities. Article 154

assistant: 第一百五十三條公司董事會應當在每次股東年會上, 向股東呈交有關法律、行政法規、 地方政府及主管部門頒佈的規範性文件所規定由公司準備的財務報告。
user: Please translate the following sentence from English to Chinese: Under the circumstances set out in (1), the shares shall be cancelled within 10 days of buy-back;

assistant: 公司依照上述規定收購本公司股份後，屬於第（一）項情形的，應當自收購之日起十日內註銷；
user: Please translate the following sentence from English to Chinese: The Board of Supervisors may establish other special committees or adjust existing committees of the Board of Supervisors when necessary.

assistant: 監事會可以根據需要設立其他專門委員會或調整現有委員會。
user: Please translate the following sentence from English to Chinese: The holders of H shares listed on the Hong Kong Main Board hold 107,464,000 shares, accounting for 30.02% of the total amount of the Company’s share capital.

assistant: 香港主機板上市之 H 股的持有人持有 107,464,000 股，佔公司股本總額 30.02%。
user: Please translate the following sentence from English to Chinese: The abovementioned Director or supervisor shall bear the costs incurred in the distribution of such funds according to ratio of shares held by these persons. Such costs shall not be deducted from the funds.

assistant: 前述要約而將其股份出售的人所有，該董事、監事應當承擔因按比例分發該等款項所產生的費用，該費用不得從該等款項中扣除。
user: Please translate the following sentence from English to Chinese: However, the Company may exercise its power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

assistant: 然而，倘股息支票或股息證於首次發送時未能送達而遭退還，本公司可行使權力終止發送有關股息的支票或股息證。
user: Please translate the following sentence from English to Chinese: The Board of Directors office shall give a written notice to all directors and supervisors five (5) days before the convening of the interim board meeting.

assistant: 董事會辦公室應於臨時董事會會議召開五日以前書面通知全體董事和監事；
user: Please translate the following sentence from English to Chinese: (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

assistant: (1) 董事會有權以本公司的名義及代表本公司就本公司的清盤向法院提出呈請。
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, in case of special business, the general nature of the business.

assistant: (2) 通知期不包括送達或視作送達之日及會議舉行之日。 通知須註明會議時間及地點。
user: Please translate the following sentence from English to Chinese: 93. Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve.

assistant: 93. 每份代表委任書（不論用於特定會議或其他會議）均必須符合董事會不時批准之格式。
user: Please translate the following sentence from English to Chinese: (III) one or several shareholders (including their proxies) holding more than ten percent of the voting shares at the meeting, individually or jointly.

assistant: （三）單獨或者合併計算持有在該會議上有表決權的股份百分之十以上 的一個或者若干股東（包括股東代理人）。