billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise.

assistant: (2) 董事會須依照法例條文促使保存一份適當的登記冊，登記影響本公司特定財產的所有抵押及本公司所發行的任何系列債權證，並須妥爲符合法例有關當中所訂明及其他抵押及債權證的登記要求。
user: Please translate the following sentence from English to Chinese: Where the Company is of the view that any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

assistant: 倘本公司認爲根據上市規則的規定，任何股東須就某項決議案棄權投票或上市規則 僅限於投票贊成或反對某項決議案，則該股東所作表決或代其所作表決如項下的投 票限制 違反上述規定或限制則將不予計算。
user: Please translate the following sentence from English to Chinese: (B) “THAT the Articles of Association of the Company be and are hereby amended in the following manner:

assistant: (B) 「動議以下列方式修訂本公司之章程細則：
user: Please translate the following sentence from English to Chinese: 26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

assistant: 26. 催繳股款應視爲於董事會通過有關授權催繳的決議案時作出，可一次付清，亦可分期付清。
user: Please translate the following sentence from English to Chinese: (3) any guarantee provided in favour of a party with an asset to liability ratio exceeding 70%;

assistant: (三)爲資產負債率超過 70%的擔保對象提供的擔保；
user: Please translate the following sentence from English to Chinese: Any Director so appointed shall hold office only until the first general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting provided that any Director who so retires shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation as such meeting pursuant to Articles 87.

assistant: 僅可任職至其委任後本公司舉行的第一次股東大會之時，然後在該會議上將有資格再次當選，惟當依據本章程細則第87條在會上確定哪些董事將輪換卸任或將輪換卸任的董事人數時，不得將如此卸任的任何董事納入考慮。
user: Please translate the following sentence from English to Chinese: A resolution which is signed and sent by a director or his alternate director or a member of such committee by cable, facsimile message, telex message or other electronic means shall be treated as being signed by him for the purpose of this article.

assistant: 凡經由一名董事或其替任董事或委員會成員簽署並以電報、傳真訊息、電傳訊息或其他電子方式寄發的決議案，應被視爲就本細則而言由其簽署。
user: Please translate the following sentence from English to Chinese: (vi) where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.

assistant: (vi) 如適用，就此獲得百慕達金融管理局批准。
user: Please translate the following sentence from English to Chinese: Article 349 The board of directors shall amend the Articles of Association in accordance with the resolution of the shareholders' general meeting on the amendment hereof, and the approval opinions of the relevant regulatory institution.

assistant: 第三百四十九條董事會依照股東大會修改章程的決議和有關監管機構的審批意見修改本行章程。
user: Please translate the following sentence from English to Chinese: [Intentionally deleted] 67.

assistant: [故意刪除] 67.
user: Please translate the following sentence from English to Chinese: No forfeiture shall be invalidated by any omission or neglect to give such notice.

assistant: 發出通知方面有任何遺漏或疏忽不會令沒收失效。
user: Please translate the following sentence from English to Chinese: (c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do);

assistant: (c) 轉讓文件連同有關股票及董事會可合理要求以證明轉讓人有權轉讓股份之憑證（及倘轉讓文件由其他人士代表簽署，則授權行事人士的授權書）一併送交辦事處或依照公司法存置股東名冊的其他地點或過戶登記處（視情況而定）；
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 associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwiting of the offer;

assistant: (ii) 涉及有關或由本公司或本公司可能發起或擁有權益的任何其他公司的任何要約建議，以供認購或購買其股份或債券證或其他證券，而董事或其聯繫人（作爲參與者）在或將會在有關發售的包銷或分包銷中擁有權益；
user: Please translate the following sentence from English to Chinese: Where a notice is given by way of announcement, all relevant persons will be deemed as being served when the announcement is made.

assistant: 公司發出的通知，以公告方式進行的，一經公告，視爲所有相關人員收到通知。
user: Please translate the following sentence from English to Chinese: If the resignation of a director causes the number of directors constituting the Board to fall below the quorum, the original director shall, prior to the new director entering on the office, continue to perform his or her duties as a director in accordance with the provisions of laws and administrative regulations and the Articles of Association of the Company. Save for the circumstances listed in the foregoing, the resignation of a director takes effect upon the notice of resignation is served.

assistant: 董事辭職應向董事會提交書面辭職報告。 如因董事的辭職導致公司董事會低於法定最低人數時，在改選出的董事就任前，原董事仍應當依照法律、行政法規、部門規章和本章程規定，履行董事職務。
user: Please translate the following sentence from English to Chinese: The Company shall place the documents referred to in items (i)to (vii) mentioned above (other than items(ii)) in accordance with the requirements of the Hong Kong Listing Rules at the Company’s address in Hong Kong for inspection by the public and shareholders of overseas-listed foreign shares free of charge, of which items(v) may be inspected by shareholders only.

assistant: 公司須將以上除第（2）項外（1）至（7）項的檔按《香港上市規則》的要求置備於公司的香港地址，以供公衆人士及境外上市外資股股東免費查閱（其中第（5）項僅供股東查閱）。
user: Please translate the following sentence from English to Chinese: (ii) The holders of stock may transfer the same or any part thereof in the same manner, and subject to the same regulations as and subject to which the shares from which the stock arose might prior to conversion have been transferred or as near thereto as circumstances admit, but the Directors may from time to time, if they think fit, fix the minimum amount of stock transferable and restrict or prohibit the transfer of fractions of that minimum, but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

assistant: (ii) 公司證券持有人可按股份兌換爲本公司證券前採用的轉讓方式及所根據的規則，將公司證券或其部分轉讓，惟董事可不時釐定其認爲適當的公司證券可轉讓最低限額、並可限制或禁止轉讓最低限額的零碎部分，惟最低限額不得超過兌換爲公司證券的股份的面值。
user: Please translate the following sentence from English to Chinese: Article 140  If any director fails to attend board meetings in person or by proxy for three consecutive times, the said director shall be deemed incapable of performing his/her duties and the Board shall suggest that the shareholders’ general meeting dismiss the said director.

assistant: 第一百四十條　董事連續三次未能親自出席，也不委託其他董事出席董事會會議，視爲不能履行職責，董事會應當建議股東大會予以撤換。
user: Please translate the following sentence from English to Chinese: The authority regarding external investment, acquisition and sale of assets, pledge of assets, external guarantee, entrusted wealth management and connected transactions shall be determined by the Board of Directors. The Board of Directors shall establish strict examination and decision-making procedures.

assistant: 董事會應當確定對外投資、收購出售資產、資產抵押、對外擔保事項、委託理財、關連交易的權限，建立嚴格的審查和決策程序；
user: Please translate the following sentence from English to Chinese: and 3) any general meeting of shareholders convened on his resignation.

assistant: 及 3、因其主動辭聘而召集的股東大會。
user: Please translate the following sentence from English to Chinese: Forfeited share to become property of Company.

assistant: 沒收股份成爲本公司的財產。
user: Please translate the following sentence from English to Chinese: The Extraordinary Shareholders’ General Meetings shall be sorted in order by the year.

assistant: 臨時股東大會應當按召開的年度順次排序。
user: Please translate the following sentence from English to Chinese: (3) The “substantial shareholder” shall refer to the shareholder who holds, directly, indirectly or jointly, control 5% of shares of the Bank or voting right and have a material influence on the Bank.

assistant: （三）主要股東是指能夠直接、間接、共同持有或控制商業銀行百分之五以上股份或表決權以及對商業銀行決策有重大影響的股東。
user: Please translate the following sentence from English to Chinese: The Directors may exercise the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or is about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in the manner aforesaid.

assistant: 董事可按其認爲適當的任何方式行使本公司所持有或擁有的任何其他公司股份的投票權或本身作爲該等其他公司董事可行使的投票權（包括投票贊成任命董事或其中任何一位其他公司董事、董事總經理、聯席董事總經理、副董事總經理、執行董事、經理或其他高級管理人員的決議）。 儘管任何董事可能或即將被任命爲該公司的董事、董事總經理、聯席董事總經理、副董事總經理、執行董事、經理或其他高級管理人員及就可能在以上述方式行使投票權時有利害關係，仍然可以上述方式行使投票權投贊成票。
user: Please translate the following sentence from English to Chinese: The Board may, whenever it thinks fit, convene an extraordinary general meeting.

assistant: 董事會可以在其認爲合適的時間召集特別股東會。
user: Please translate the following sentence from English to Chinese: and (b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

assistant: 及 (b) 聲明如該通知不獲遵從，則該等已催繳股款的股份須予沒收。
user: Please translate the following sentence from English to Chinese: \n- 50 - SIGNATURES 163.

assistant: \n- 50 - 簽署 163.
user: Please translate the following sentence from English to Chinese: (59) To draw, make, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, bills of lading, and other negotiable or transferable instruments.

assistant: (59) 開立、訂立、承兌、背書、貼現、籤立及發行承付票、匯票、提單及其他流通或可轉讓票據。
user: Please translate the following sentence from English to Chinese: The shareholders’ general meetings shall be held at the domicile of the Company.

assistant: 公司股東大會原則上在公司住所舉行。
user: Please translate the following sentence from English to Chinese: The Order of Meeting for the Board of Directors shall expressly provide for the approval authority of the board of directors in respect of the following matters, namely, external investment, acquisition or disposal of assets, pledge of assets, provision of guarantees provided by the Company to a third party, entrusted asset management and connected transactions of the Company.

assistant: 董事會在對外投資、收購出售資產、資產抵押、對外擔保、委託理財、關聯交易等事項上所擁有的審批權限，應當在《董事會議事規則》中作出明確規定。
user: Please translate the following sentence from English to Chinese: All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.

assistant: 與股份過戶權利及股份過戶登記相關的本章程細則的所有限定、限制及條文均適用於上述任何有關通知或過戶文件，猶如股東並未身故、破產或清盤，且有關通知或過戶文件是由該股東簽署的股份過戶文件。
user: Please translate the following sentence from English to Chinese: Resolutions of a class meeting may be passed only by more than two-thirds of the voting rights of that class represented by the shareholders attending the meeting in accordance with Article 104 in the Articles of Association.

assistant: 類別股東會的決議，應當經根據《公司章程》第一百零四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: Interest on unpaid calls

assistant: 未付催繳股款 的利息
user: Please translate the following sentence from English to Chinese: The Board shall convene an extraordinary general meeting of shareholders within two months of the occurrence of one of the following circumstances:

assistant: 有下列情形之一的，董事會應當在兩個月內召開臨時股東大會：
user: Please translate the following sentence from English to Chinese: and (4) Any other transactions in which shareholders are materially interested and accordingly are required to refrain from voting at shareholders’ general meeting. Notwithstanding the above regulations, unless a poll is demanded before or after any vote by show of hands, at any shareholders’ general meeting, a resolution shall be decided on a show of hands if not expressly required to be decided by a poll:

assistant: 及 (四) 股東在其中擁有重大權益並因此須在股東大會上放棄投票的任何其他交易。 儘管有上述規定，除非下列人員在舉手表決以前或者以後,要求以投票方式表決,股東大會就無明確規定須以投票表決方式表決的決議應以舉手方式進行表決：
user: Please translate the following sentence from English to Chinese: Notice of proposed Director to be given

assistant: 發出有關擬任董事的通知
user: Please translate the following sentence from English to Chinese: For the avoidance of doubt, where the stock exchange in the Relevant Territory is closed for any trading session for the business of dealing in securities in the Relevant Territory on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Bye-laws be counted as a business day;

assistant: 爲釋疑慮，如有關地區證券交易所於營業日因 8 號或更高臺風信號，黑色暴雨警告或其他類似事件暫停交易證券業務，該日根據公司細則將計算爲一個營業日。
user: Please translate the following sentence from English to Chinese: (I) To ensure that the Company has complete organization documents and records;

assistant: （一）保證公司有完整的組織檔和記錄；
user: Please translate the following sentence from English to Chinese: Article 194 The president shall formulate the detailed working rules of the president, and such rules shall be implemented upon approval by the Board.

assistant: 第一百九十四條總裁應制訂總裁工作細則，報董事會批准後實施。
user: Please translate the following sentence from English to Chinese: Subject to approval being obtained in accordance with the procedures prescribed by these Articles and the approval(s) of the relevant PRC regulatory authorities, the Company may repurchase its issued shares in the following circumstances:

assistant: 公司在下列情況下, 可以經本章程規定的程序通過, 報國家有關主管機構批准, 購回其發行在外的股份:
user: Please translate the following sentence from English to Chinese: (1) the number of directors falls below the number provided by the Company Law or less than two-thirds of the number required by the Articles of Association;

assistant: （一）董事人數不足《公司法》規定的人數或者少於公司章程要求的數額的三分之二時；
user: Please translate the following sentence from English to Chinese: Article 285 Dividends shall be distributed in the following forms:

assistant: 第二百八十五條本行可以下列形式分配股利：
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 by these Bye-Laws expressly conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and 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 or 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: 本公司之業務由董事會管理。 除公司細則指明董事會獲得之權力及授權外，董事會在不違反法則、公司細則規定及任何由本公司在股東大會不時制定之規則（惟本公司在股東大會制定之規則，不得使董事會在之前所進行而當未有該規則時原應有效之事項無效），且與上述規定或本細則並無牴觸之情況下，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: (VII) to directly report to the general meeting, the securities regulatory authority of the State Council and other relevant authorities.

assistant: (七) 可直接向股東大會、國務院證券監督管理機構和其他有關部門報告情況。
user: Please translate the following sentence from English to Chinese: Article 40 The shares certificate shall be signed by the Company’s legal representative.

assistant: 第四十條股票由法定代表人簽署。
user: Please translate the following sentence from English to Chinese: Article 202 The financial statements of the Company shall be available for inspection by shareholders at the premises of the Company 20 days before the date of annual general meeting.

assistant: 第二百零二條　本公司的財務報告應當在召開股東大會年會的二十日以前置備於本公司，供股東查閱。
user: Please translate the following sentence from English to Chinese: 4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law (Revised).

assistant: 4. 根據公司法（經修訂）第 27(2)條的規定，在本章程大綱下列條文的規限下，本公司擁有並能夠行使作爲一個具有充分能力的自然人所具備的全部功能，而不論是否符合公司利益。
user: Please translate the following sentence from English to Chinese: (3) The Register of Directors and Officers shall be open to inspection by members of the public without charge at the Office between 10:00 a.m. and 12:00 noon on every business day.

assistant: (3) 董事及高級人員名冊須於各營業日上午十時正至中午十二時正內，於辦事處供公衆人士免費公開查閱。
user: Please translate the following sentence from English to Chinese: (3) The shareholders’ general meeting shall approve such proposal by special resolution;

assistant: （三）股東大會特別決議通過章程修正案；
user: Please translate the following sentence from English to Chinese: The accounting year of the Company shall follow the calendar year, that is, the period from 1 January to 31 December each year shall be counted as one financial year.

assistant: 公司會計年度採用公曆日曆年制，即每年公曆一月一日起至十二月三十一日止爲一會計年度。
user: Please translate the following sentence from English to Chinese: Article 29 If a director, supervisor or senior officer of the Company, or a shareholder holding 5% or more of the shares of the Company sells the shares of the Company within six months upon buying those shares, or buys the shares within six months after selling, all the gains arising thereof shall belong to the Company.

assistant: 第二十九條公司董事、監事、高級管理人員、持有公司股份 5% 以上的股東，將其持有的公司股票在買入後6個月內賣出，或者在賣出後6個月內又買入，由此所得收益歸公司所有，公司董事會將收回其所得收益。
user: Please translate the following sentence from English to Chinese: Where the Company convenes a shareholders’ general meeting, the board of directors, the supervisory committee and shareholders who separately or jointly hold 3% or more of the shares of the Company may submit proposals to the Company.

assistant: 公司召開股東大會，董事會、監事會、單獨或者合併持有公司3%以上股份的股東，有權向公司提出提案。
user: Please translate the following sentence from English to Chinese: (III)To study and discuss the stability of reform and development of the Company, major operational and management issues and major issues concerning employees’ interests, and provide comments and suggestions.

assistant: （三）研究討論公司改革發展穩定、重大經營管理事項和涉及職工切身利益的重大問題，並提出意見建議。
user: Please translate the following sentence from English to Chinese: 2. The Company’s profit distribution shall not exceed the range of the accumulated distributable profits nor harm the ability of sustainable operation of the Company.

assistant: 2. 公司利潤分配不得超過累計可分配利潤的範圍，不得損害公司持續經營能力。
user: Please translate the following sentence from English to Chinese: (a) the Board’s report, the Bank’s annual accounts and auditors’ report and the summary financial report (if applicable);

assistant: （一）董事會報告、公司的年度賬目連同核數師報告以及（如適用）財務摘要報告；
user: Please translate the following sentence from English to Chinese: nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

assistant: 惟本細則概無解除已故股東（無論單獨或聯名）的財產就其單獨或聯名持有任何股份之任何責任。
user: Please translate the following sentence from English to Chinese: RECORD DATE Subject to the Listing Rules, any resolution declaring a Dividend or other distribution 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 made to the persons registered as the holder of such Shares at the close of business on a particular date or at a particular time on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the Dividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such Dividend or other distribution between the transferors and transferees of any such Shares.

assistant: 在上市規則之規限下，就任何類別股份宣派股息或其他分派之任何決議案（不論爲股東大會上本公司決議案或董事會決議案），可註明有關股息或分派將向於特定日期營業時間結束時或於特定日期特定時間登記爲股份持有人之人士派付或作出，有關日期可爲通過決議案之前，其後有關股息或其他分派將向該等人士按彼等各自登記所持股份派付或作出，但不影響任何該等股份轉讓人與承讓人之間就該等股息或其他分派本身之權利。
user: Please translate the following sentence from English to Chinese: The Articles of Association of China Merchants Bank Co., Ltd. Article 153 The following persons shall not act as an independent director of the Bank:

assistant: 第一百五十三條下列人員不得擔任本行獨立董事：
user: Please translate the following sentence from English to Chinese: Page 58

assistant: 第 58 頁
user: Please translate the following sentence from English to Chinese: Financial Year 180 Financial year The financial year of the Company shall be prescribed by the Board and may, from time to time, be changed by it.

assistant: 財政年度 180 財政年度本公司的財政年度由董事會規定，並可由董事會不時予以更改。
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) 給予任何董事、本公司高級人員或受僱人在任何特定業務或交易中之權益，或參與當中之利潤或本公司之一般利潤，以上所述可以是額外加於或代替薪金或其他報酬。
user: Please translate the following sentence from English to Chinese: A director or other senior administrative officer of the Company may hold the office of board secretary concurrently.

assistant: 公司董事或者其他高級管理人員以可兼任公司董事會祕書。
user: Please translate the following sentence from English to Chinese: (12) To advertise, market and sell the products of the Company and of any other person and to carry on the business of advertisers or advertising agents or of a marketing and selling organisation.

assistant: (12) 宣傳、推銷及銷售本公司及任何其他人士的產品，以及從事廣告商或廣告代理或營銷及銷售組織業務。
user: Please translate the following sentence from English to Chinese: (a) any objection shall be raised to the qualification of any voter;

assistant: (a) 對任何表決人的資格提出任何反對；
user: Please translate the following sentence from English to Chinese: Shareholders who individually or collectively hold more than 3% of the shares of the Company may submit ad hoc proposals in writing to the convener of the general meeting 10 days before the convening of the general meeting.

assistant: 單獨或者合計持有公司3%以上股份的股東，可以在股東大會召開10日前提出臨時提案並書面提交召集人。
user: Please translate the following sentence from English to Chinese: Common share shareholders have the following rights:

assistant: 公司普通股股東享有下列權利：
user: Please translate the following sentence from English to Chinese: Change in share capital

assistant: 股本變更
user: Please translate the following sentence from English to Chinese: (4) to recover any funds which are received by the relevant director, supervisor or senior management and shall have been collected for the Company, including (but not limited to) commissions;

assistant: （四）追回有關董事、監事、高級管理人員收受的本應爲公司所收取的款項，包括（但不限於）佣金；