billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

assistant: (5) 就任何類別股份宣派股息之決議案，不論屬本公司股東大會之決議案或董事會決議案，均可訂明該股息應付予或分派予於特定日期收市後登記爲該等股份持有人之人士，儘管該日期早於通過決議案之日，就此，應按彼等各自之登記持股量派付或分派股息，惟無損任何該等股份轉讓人及承讓人就該股息之權利。
user: Please translate the following sentence from English to Chinese: Those directors specifically raising an objection during the discussion but failing to vote against the proposal shall not be relieved from such liability.

assistant: 對在討論中明確提出異議但在表決中未明確投反對票的董事，也不得免除責任。
user: Please translate the following sentence from English to Chinese: Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for reelection.

assistant: 任何獲董事會委任以填補臨時空缺的董事任期將直至其獲委任後首屆股東大會爲止，並於該大會上進行競選連任，而任何獲董事會委任或加入現有董事會的董事任期應僅至本公司下屆股東周年大會爲止，屆時將符合資格進行競選連任。
user: Please translate the following sentence from English to Chinese: The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

assistant: 本公司的銀行賬戶應在董事會不時決定的一家或多家銀行開立。
user: Please translate the following sentence from English to Chinese: In the event that the Board of Directors proposes the adjustment or change of the profit distribution policy (especially the cash bonus policy), the Board of Directors shall make detailed demonstration and explain the reasons, and the independent directors and relevant intermediaries (if any) shall express their explicit opinions for the profit distribution policy especially whether the proposal for the adjustment or change of the cash bonus policy jeopardizes the lawful interests of minority shareholders.

assistant: 董事會提出調整或者變更利潤分配政策尤其是現金分紅政策的，應當詳細論證和說明原因，獨立董事和相關中介機構（如有）應當對利潤分配政策尤其是現金分紅政策調整或者變更議案是否損害中小股東合法權益發表明確意見。
user: Please translate the following sentence from English to Chinese: However, the Company may exercise the 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，本公司有權 於有關支票或付款單首次出現未能送遞而遭退回後即停止郵寄股息權益支票或股息 單。
user: Please translate the following sentence from English to Chinese: A proxy need not be a member of the Company.

assistant: 受委代表無須爲本公司股東。
user: Please translate the following sentence from English to Chinese: Registration Office:

assistant: 登記辦事處：
user: Please translate the following sentence from English to Chinese: FINANCIAL YEAR 169.

assistant: 財政年度 169.
user: Please translate the following sentence from English to Chinese: For the avoidance of doubt, where more than one proxy is appointed by a recognised clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands and is under no obligation to cast all his votes in the same way on a poll.

assistant: 爲免生疑問， 若超過一名授權代表獲經認可的結算所（或其提名人）委任，該授權代表應可投舉手表 決的一票，並沒有義務用盡其所有票數投於同一意向。
user: Please translate the following sentence from English to Chinese: If the Chairman of the Supervisory Committee fails or is unable to perform his or her duties, the Vice Chairman of the Supervisory Committee shall preside over the meeting. If the Vice Chairman of the Supervisory Committee fails or is unable to perform his duties, the meeting shall be presided over by a Supervisor jointly elected by one half or more of the Supervisors.

assistant: 監事會自行召集的股東大會，由監事會主席主持。 監事會主席不能履行職務或不履行職務時，由監事會副主席主持，監事會副主席不能履行職務或者不履行職務時，由半數以上監事共同推舉的一名監事主持。
user: Please translate the following sentence from English to Chinese: Article 45 If the draft of such proposal has been dispatched to all Directors, and the number of Directors who approve of and signing on the draft reaches the quorum for adopting an resolution, and the Directors have submitted such written proposal signed and approved of to the Secretary to the Board before the expiry date, the proposal shall become the Board’s resolution without convening a meeting of the Board.

assistant: 第四十五條如果董事會已將書面議案派發給全體董事，簽字同意的董事已達到作出決議所需的法定人數，且董事已於最後有效時限前將簽字同意的書面議案送交董事會祕書，則該決議案成爲董事會決議，無須召集董事會會議。
user: Please translate the following sentence from English to Chinese: 1. In these Bye-laws, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

assistant: 1. 於本章程細則中，除文義另有所指外，下表第一欄所列詞彙具有各自對應的第二欄所載涵義。
user: Please translate the following sentence from English to Chinese: “dividend” shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues, if not inconsistent with the subject or context;

assistant: 「股息」指（如主題或內容並無牴觸）包括以股代息、實物分派、資本分派及資本化發行；
user: Please translate the following sentence from English to Chinese: Article 174. The Company shall withhold and remit the payable taxes on the dividend incomes of individual shareholders in accordance with the requirements of the taxtation law of China.

assistant: 第一百七十四條公司應當按照中國稅法的規定，代扣並代繳個人股東股利收入的應納稅金。
user: Please translate the following sentence from English to Chinese: If the Company does not make in interim profits distribution, save for item (3) of the preceding paragraph, the interim report include all accounting statements and notes.

assistant: 公司不進行中期利潤分配的，中期財務報告包括上款除第（三）項以外的會計報表及附註。
user: Please translate the following sentence from English to Chinese: (4) An accounting firm which is leaving its post shall be entitled to attend:

assistant: （四）離任的會計師事務所有權出席以下的會議：
user: Please translate the following sentence from English to Chinese: 3. by fax or email;

assistant: （三）以傳真或電子郵件方式進行；
user: Please translate the following sentence from English to Chinese: He shall perform such other duties as are prescribed by the Companies Law and these Articles, together with such other duties as may from time to time be prescribed by the Directors.

assistant: 祕書的職責應爲公司法及本細則所規定者，連同董事會可能不時規定的其他職責。
user: Please translate the following sentence from English to Chinese: Upon occurrence of any of the following events, the Company shall amend the Articles of Association within three (3) months:

assistant: 有下列情形之一的，公司應當在三 (3) 個月內修改章程：
user: Please translate the following sentence from English to Chinese: 11. No person shall become a member until his name shall have been entered into the register.

assistant: 11. 任何人士均須於名列成員登記冊後方可成爲股東。
user: Please translate the following sentence from English to Chinese: If any question as aforesaid shall arise in respect of the chairman of the meeting such question shall be decided by a resolution of the Board (for which purpose such chairman shall not vote thereon) and such resolution shall be final and conclusive except in a case where the nature or extent of the interest of such chairman as known to such chairman has not been fairly disclosed to the Board.

assistant: 若上述任何問題關乎會議主席，則該問題須由董事會決議決定（就此而言該主席不得投票），該決議須爲終局及決定性（但據該主席所知關於其權益的性質或範圍並未向董事會公平披露則除外）。
user: Please translate the following sentence from English to Chinese: The directors, president and relevant internal departments of the Company shall support the secretary to the Board of Directors in performing his duties in accordance with the law and provide him with requisite organisation, staff and funds.

assistant: 公司董事、總裁及公司內部有關部門要支持董事會祕書依法履行職責，在機構設置、工作人員配備以及經費等方面予以必要的保證。
user: Please translate the following sentence from English to Chinese: All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect, as if done by the Board, and the Board shall have power, with the consent of the Company in general meeting, to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company.

assistant: 任何有關委員會遵照有關規例及爲達成其委任目的（並非其他目的）所作出的一切行動，均具有與由董事會作出同等效力及作用，而董事會在股東大會上取得本公司同意下，有權向任何特別委員會的成員發放酬金，有關酬金將於本公司當期開支中支銷。
user: Please translate the following sentence from English to Chinese: Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares

assistant: 於本章程細則及配發條款規限下，董事會可不時向股東催繳有關彼等所持股份之
user: Please translate the following sentence from English to Chinese: Employees’ representatives shall be elected and removed by the employees while shareholders’ representatives shall be elected and removed at a general meeting.

assistant: 職 工代表由公司職工民主選舉和罷免，股東代表由股東大會選舉和罷免。
user: Please translate the following sentence from English to Chinese: (g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

assistant: (g) 除上述者外，規程中所界定的詞彙及表述應於細則中賦有相同的涵義（如並無與文中主題不符）；
user: Please translate the following sentence from English to Chinese: (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.

assistant: (b) 如爲任何其他大會，則由有權出席及於會上投票之大多數股東（即合共持有之股份以面值計不少於具有該項權利之已發行股份百分之九十五(95%) 者）同意。
user: Please translate the following sentence from English to Chinese: (ii) “shall” or “will” shall be construed as imperative;

assistant: (ii) 「應」或「將」應解釋爲必須；
user: Please translate the following sentence from English to Chinese: (xi) acquiring, owning, selling, chartering, repairing or dealing in ships and aircraft;

assistant: (xi) 獲取、擁有、出售、承租、維修或經營買賣船舶及飛機；
user: Please translate the following sentence from English to Chinese: A person so appointed under the provisions of this Bye-law shall be entitled to exercise the same powers on behalf of the Clearing House (or its nominee) which he represents as that Clearing House (or its nominee) could exercise as if it were an individual member and/or warrantholder attending any general meeting of the Company or at any meeting of any class of members of the Company in person including, without limitation to the generality of the foregoing, the right to vote individually on a show of hands notwithstanding the provision of Bye-laws 85 and 90(A).

assistant: 根據本細則獲委任的人士有權代表該結算所或其代名人行使該結算所或其代名人所能行使的相同權力，猶如該結算所或其代名人爲本公司個人股東或認股權證持有人並親身出席任何本公司股東大會或任何本公司任何類別股東的大會，包括，在不限制上述的一般性，個別以舉手方式表決的權利儘管本細則第 85 及 90A 條另有規定。
user: Please translate the following sentence from English to Chinese: If that notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the board.

assistant: 倘該通知不獲遵從，於支付通知要求的款項前，獲發出通知的任何股份可通過董事會決議案予以沒收。
user: Please translate the following sentence from English to Chinese: Article 183  The general manager and other senior management members shall have the following qualifications on the job:

assistant: 第一百八十三條　總經理及其他高級管理人員應當具備如下任職資格：
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. 於股東（無論單獨或聯同任何其他人士）付清應向本公司支付的已催繳股款或應付分期付款連同應計利息及開支（若有）前，該股東概無權收取任何股息或紅利或（無論親自或委任代表）出席任何股東大會及於會上投票（除非作爲另一股東的受委代表）或計入法定人數或行使作爲股東的任何其他特權。
user: Please translate the following sentence from English to Chinese: (xvii) acquiring by purchase or otherwise and holding as an investment inventions, patents, trade marks, trade names, trade secrets, designs and the like;

assistant: (xvii) 以購買或其他方式取得發明、專利、商標、商用名稱、商業祕密、設計等，並持有其作投資；
user: Please translate the following sentence from English to Chinese: (6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution the Members at the meeting at which such Director is removed.

assistant: (6) 根據上文第 (5) 段的規定將董事撤職而產生的董事會空缺可於董事撤職的大會上以股東的普通決議推選或委任的方式填補。
user: Please translate the following sentence from English to Chinese: (11) As at the date of the issuance of the Originating Summons herein, the Group had bank deposits of approximately $23 million and the Company had drawn down approximately $4.3 million of the Investor Loan for the purpose of applying the same towards the Restructuring Costs and the daily operation costs of the Group.

assistant: (11) 於原訴傳票發出之日，該集團擁有約 2,300 萬港元的銀行存款，本公司爲將投資者貸款用於重組費用及該集團的日常營運費用，已提取約 430 萬港元的投資者貸款。
user: Please translate the following sentence from English to Chinese: Save as expressly provided in these Articles, no person other than a Qualification for voting shareholder duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his shares shall be entitled to be present or to vote (save as proxy for another shareholder) whether personally, by proxy or by attorney or to be reckoned in the quorum, at any general meeting.

assistant: 除本細則明確規定外，除非爲經正式登記及已悉數支付當時其股份應付投票的資格予本公司的款項並有權出席大會及投票之本公司股東（除作爲其他股東之受委代表外），否則概無人士（不論親身或委任代表或授權代表）均不得出席任何股東大會及於會上投票表決或計入大會的法定人數。
user: Please translate the following sentence from English to Chinese: In these Articles, unless there be something in the subject or context inconsistent General herewith:

assistant: 在本細則內，除非主題或文意另有所指，否則︰
user: Please translate the following sentence from English to Chinese: provided that for the purpose of this Bye-law, any amount standing to the credit of share premium account may only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid up shares and provided further that any sums standing to the credit of the share premium account may only be applied in crediting a fully paid shares of the same class as that from which the relevant share premium was derived.

assistant: 惟就本公司細則而言，股份溢價賬進賬的任何金額僅可用於繳足將發行予本公司股東的未發行股份作爲繳足股份，且股份溢價賬進賬之任何金額僅可用於入賬繳足與產生相關股份溢價者同類之股份。
user: Please translate the following sentence from English to Chinese: means the place where the principal register of Shareholders is located for the time being.

assistant: 指股東登記冊總冊當時所在的地點。
user: Please translate the following sentence from English to Chinese: The Board, independent directors and shareholders who meet the relevant requirements may solicit the voting rights from other shareholders.

assistant: 董事會、獨立董事和符合相關規定條件的股東可以徵集股東投票權。
user: Please translate the following sentence from English to Chinese: # As adopted/amended by Special Resolution passed on 28 May 2004 \n- 22 -

assistant: # 根據二零零四年五月二十八日通過的特別決議案採納/修訂 \n- 22 -
user: Please translate the following sentence from English to Chinese: 5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

assistant: 5. 除非已獲正式發牌，否則本大綱概不准許本公司開展根據開曼羣島法例必須獲正式發牌方可從事之業務。
user: Please translate the following sentence from English to Chinese: (3) the acquirer agrees with the Company and each shareholder of the Company that the shares of the Company are freely transferable by the holder(s);

assistant: （三）購買人與公司及公司各股東表示同意，公司股份可由持有人自由轉讓；
user: Please translate the following sentence from English to Chinese: Appointment of Directors.

assistant: 委任董事
user: Please translate the following sentence from English to Chinese: (b) to give to any Directors, officers or servants of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

assistant: (b) 給予本公司任何董事、高級職員或服務人員於任何特定業務或交易中之權益或參與分派其溢利或本公司之一般溢利，可以是薪金或其他酬金以外另加或其替代物。
user: Please translate the following sentence from English to Chinese: All the 12,615,097,518 ordinary shares issued by the Company after its incorporation are the overseas-listed foreign-invested shares (H Shares).

assistant: 公司成立後發行的普通股爲 12,615,097,518 股，均爲境外上市外資股（H 股）；
user: Please translate the following sentence from English to Chinese: (a) in the case of an appointment of proxy in hard copy form, be deposited at the registered office of the Company or at such other place as is specified in the notice of meeting or in the instrument of proxy issued by the Company not less than 48 hours before the time for holding the general meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote;

assistant: (a) 如爲印本形式的委任代表文書，最遲須於擬表決的股東大會或續會（視情況而定）指定舉行時間前不少於 48 小時送交本公司的註冊辦事處，或本公司發出的大會通告或委任代表文書中所指定的其他地點；
user: Please translate the following sentence from English to Chinese: Second:

assistant: 第二：
user: Please translate the following sentence from English to Chinese: (A) Subject to the Companies Act, a Director may hold any other office or place of profit with the Company (except that of Auditors) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for, by or pursuant to any other Bye-Law.

assistant: (A) 在公司法的規限下，董事可於任期內兼任本公司的任何其他職位或獲利崗位 (核數師除外)，其任期及條款由董事會決定，並可因此收取董事會所釐定的額外酬金 (以薪金、佣金、分紅或其他方式支付)，作爲根據本細則任何其他條文所規定任何酬金以外的額外報酬。
user: Please translate the following sentence from English to Chinese: Should the board of directors fail to do so within the said time limit, a shareholder shall have the right to initiate proceedings in the People’s Court directly in his own name for the interests of the Company.

assistant: 公司董事會未在上述期限內執行的，股東有權爲了公司的利益以自己的名義直接向人民法院提起訴訟。
user: Please translate the following sentence from English to Chinese: Article 113 The following circumstances shall be deemed to be Article 80 of the variations or abrogation of the rights of a class of shareholders:

assistant: 第一百一十三條下列情形應當視爲變更或廢除某類別股東的權利：
user: Please translate the following sentence from English to Chinese: if the Board of Supervisors causes losses to the Company for violation of the requirements of laws, administrative regulations or the Articles of Association during performance of their duties, Shareholders can request the Board of Directors in written form to file a suit in the People’s Court.

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: in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.

assistant: 就任何類別股本而言，由董事會不時釐定以存置該類別股本的股東名冊分冊及（除非董事會另有指示）遞交該類別股本的過戶或其他所有權文件以作登記及將予登記的地點。
user: Please translate the following sentence from English to Chinese: and (III) If the normal business scope of the Company includes provision of loan and loan guarantee, the Company may provide loan and loan guarantee to the relevant directors, supervisors, the president, executive vice presidents, vice presidents and other senior management and the connected persons thereof, but the conditions for providing loan or loan guarantee shall be normal business conditions.

assistant: 及 （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、總裁、常務副總裁、副總裁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: (b) principal address;

assistant: (b) 主要地址（住所）；
user: Please translate the following sentence from English to Chinese: and their remuneration and payment methods;

assistant: 董事及其報酬和支付方法；
user: Please translate the following sentence from English to Chinese: If there is any discrepancy between the original and the duplicate register of overseas shareholders, the original register of shareholders shall prevail.

assistant: 境外上市外資股股東名冊正、副本的記載不一致時，以正本爲準。
user: Please translate the following sentence from English to Chinese: There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting.

assistant: 除非股東不時於股東大會上另有決定，董事人數並無最高限額。
user: Please translate the following sentence from English to Chinese: (4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

assistant: (4) 董事破產或接獲接管令或暫停還債或與債權人達成還款安排協議；
user: Please translate the following sentence from English to Chinese: (2) by publishing the same on the website of the Company or a website designated by the local stock exchange where the share of the Company are listed, pursuant to relevant laws, regulations and listing rules;

assistant: （二）在遵從適用法律、行政法規及有關上市規則的情況下，於公司網站或公司股份上市當地的證券交易所所指定網站上發佈；
user: Please translate the following sentence from English to Chinese: (4) annual budgets and final accounts, balance sheets and profit and loss accounts and other financial statements of the Company;

assistant: （4）公司年度預、決算報告,資產負債表,利潤表及其他財務報表；
user: Please translate the following sentence from English to Chinese: a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction.

assistant: 本公司股份上市或報價之證券交易所所處司法管轄區的法律所認可之結算所。
user: Please translate the following sentence from English to Chinese: 13. except to the extent, if any, as may be otherwise expressly provided in its incorporating Act or memorandum and subject to the provisions of this Act every company shall have power to invest the moneys of the Company by way of mortgage of real or personal property of every description in Bermuda or elsewhere and to sell, exchange, vary, or dispose of such mortgage as the company shall from time to time determine;

assistant: 13. 除註冊成立公司法或章程大綱另有明確規定（如有）外及在公司法條文之規限下，每間公司均有權於百慕達或其他地區進行各種房地產或個人財產按揭以投資公司之資金，並有權按公司不時之決定銷售、轉換、修改或出售有關按揭；
user: Please translate the following sentence from English to Chinese: No notice need be given of a poll not taken immediately.

assistant: 如投票並非即時進行，則毋須發出通知。
user: Please translate the following sentence from English to Chinese: 6. participate in the distribution of the remaining property of the Company according to their shareholding when the Company is terminated or liquidated;

assistant: （六）公司終止或者清算時，按其所持有的股份份額參加公司剩餘財產的分配；
user: Please translate the following sentence from English to Chinese: Any reasonable expenses incurred by the requisitions by reason of the failure of the board to duly convene a meeting shall be repaid to the shareholders by the Company and any sum so repaid shall be set off against sums owed by the Company to the directors in default.

assistant: 股東因董事會未應前述要求舉行會議而自行召集並舉行會議的，其所發生的合理費用，應當由公司承擔，並從公司欠付失職董事的款項中扣除。
user: Please translate the following sentence from English to Chinese: When electing supervisors at the shareholders’ general meeting, each share having voting rights held by a shareholder has the number of votes equal to the number of nominated supervisors.

assistant: 公司召開股東大會選舉監事時，股東每一有表決權的股份享有與擬選出的監事人數相同的表決權，股東可以自由地在監事候選人之間分配其表決權，既可分散投於多人，也可集中投於一人。