billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (b) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned).

assistant: (b) 董事會可作出一切必要或適宜的行爲及事宜，以根據本條細則第(1) 段的規定實施任何撥充資本事宜，在可分派零碎股份的情況下，董事會並有全部權力作出其認爲合適的規定（該等規定包括據此彙集全部或部分零碎權益及出售並將所得款項淨額分派予享有權益者，或忽略零碎權益或將零碎權益四捨五入計至完整數額，或零碎權益的利益歸於本公司而非有關股東）。
user: Please translate the following sentence from English to Chinese: "month" shall mean a calendar month;

assistant: 「月」指歷月；
user: Please translate the following sentence from English to Chinese: (13) to consider motions raised by shareholders, individually or jointly, holding 3% or more of the total number of voting shares of the Company;

assistant: （十三）審議單獨或合計持有公司有表決權的股份百分之三以上（含百分之三） 的股東的提案；
user: Please translate the following sentence from English to Chinese: Article 139

assistant: 第一百三十九條
user: Please translate the following sentence from English to Chinese: and (ii) inserting the words “and shall continue to act as a Director throughout the meeting at which he retires” after the word “re-election” in the second last sentence of the existing Bye-law 99.

assistant: 及 (ii) 於現有公司細則第99條之從後倒數第二句「重選」之字詞後加入「及應於彼退任之大會整段時間內繼續擔任董事」之字詞。
user: Please translate the following sentence from English to Chinese: (2) he, acting alone or in concert with others, has the power to exercise or to control the exercise of 30 percent or more of the Company’s voting rights;

assistant: （二）該人單獨或者與他人一致行動時，可以行使公司 30% 以上（含 30%）的表決權或可以控制公司的 30%以上（含 30%）表決權的行使；
user: Please translate the following sentence from English to Chinese: TRANSFER OF SHARES

assistant: 股份的轉讓
user: Please translate the following sentence from English to Chinese: (2) the date of incorporation of the Company;

assistant: （二）公司登記成立的日期；
user: Please translate the following sentence from English to Chinese: The starting time for the casting of votes online or by other means may not be earlier than 3:00 pm on the day immediately preceding the date on which the general meeting in person is to be held or later than 9:30 am on the day the general meeting in person is held and may not conclude earlier than 3:00 pm on the day the general meeting held in person is adjourned.

assistant: 股東大會網絡或其他方式投票的開始時間，不得早於現場股東大會召開前一日下午 3:00，並不得遲於現場股東大會召開當日上午 9:30，其結束時間不得早於現場股東大會結束當日下午 3:00。
user: Please translate the following sentence from English to Chinese: The Board of Directors and the Supervisory Committee shall report on their work during the past year to the general meeting at annual general meetings.

assistant: 在年度股東大會上，董事會、監事會應當就其過去一年的工作向股東大會作出報告。
user: Please translate the following sentence from English to Chinese: SHARES, WARRANTS AND MODIFICATION OF RIGHTS

assistant: 股份、認股權證及權利的修改
user: Please translate the following sentence from English to Chinese: When acting on his/her own behalf, insofar as a third party would reasonably believe that such Director is acting on behalf of the Company or the Board, the Director shall state his position and identity in advance.

assistant: 董事以其個人名義行事時，在第三方會合理地認爲該董事在代表公司或者董事會行事的情況下，該董事應當事先聲明其立場和身份。
user: Please translate the following sentence from English to Chinese: 9. Subject to Sections 42 and 43 of the Act, these Bye-laws, and to any special rights conferred on the holders of any shares or attaching to any class of shares, any preference shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by its memorandum of association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine.

assistant: 9. 在法案第42及43條、本細則及任何股份或任何類別股份持有人所獲賦予的特別權利之規限下，任何優先股均可予發行或轉換爲股份，而該等股份可按本公司於發行或轉換前以股東普通決議案決定之條款及方式，於可釐定日期或按本公司或股份持有人（如獲其公司組織章程大綱授權）之選擇贖回。
user: Please translate the following sentence from English to Chinese: The Company shall, after completion of each accounting year, prepare its financial report in accordance with the laws, regulations and rules for the audit by an accounting firm in accordance with the laws.

assistant: 公司在每一會計年度終了時編制年度財務會計報告，並依法經會計師事務所審驗。
user: Please translate the following sentence from English to Chinese: (III) The Company is declared insolvent lawfully as it fails to pay its debts as they fall due;

assistant: （三）公司因不能償清到期債務被依法宣告破產；
user: Please translate the following sentence from English to Chinese: and (b) is also subject to any waiver which may be granted by The Stock Exchange of Hong Kong Limited.

assistant: 及(b)受限於香港聯合交易所有限公司可能授出的任何豁免。
user: Please translate the following sentence from English to Chinese: Section 2 Change in Capital and Repurchase of shares Article 25 The Company may increase its capital in line with the needs for operations and development according to laws, administrative regulations and these Articles of Association after respective resolutions are passed at a shareholders’ general meeting and procedures required by national laws and administrative regulations are completed by the following methods:

assistant: 第二節股份增減和回購 第二十五條公司根據經營和發展需要，依據法律、法規和本公司章程的規定，經股東大會分別作出決議並履行國家有關法律、行政法規規定的程序後，可以採用以下方式增加資本：
user: Please translate the following sentence from English to Chinese: (vi) The award of the arbitration institution shall be final and binding upon each party.

assistant: （六）仲裁機構作出的裁決是終局裁決，對各方均具有約束力。
user: Please translate the following sentence from English to Chinese: (4) Recover any funds received by the relevant director, supervisor, CEO, president, vice president or other senior management staff that should have been received by the Company, including (but not limited to) commissions;

assistant: (四) 追回有關董事、監事、首席執行官、總裁、副總裁和其它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；
user: Please translate the following sentence from English to Chinese: Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board.

assistant: 替任董事之委任或罷免須經由委任人簽署通知並遞交辦事處或總辦事處或在董事會會議上呈交，方始生效。
user: Please translate the following sentence from English to Chinese: Article 100 The convener shall ensure that the General Meeting goes on continuously until the final resolution is made.

assistant: 第一百條召集人應當保證股東大會連續舉行，直至形成最終決議。
user: Please translate the following sentence from English to Chinese: (i) any Supervisor proposes to hold such a meeting;

assistant: （一）任何監事提議召開時；
user: Please translate the following sentence from English to Chinese: Article 140 The supervisory committee shall be accountable to the shareholders' general meeting and exercise the following powers in accordance with law:

assistant: 第一百四十條 監事會向股東大會負責，並依法行使下列職權：
user: Please translate the following sentence from English to Chinese: Such a resolution may consist of several documents in the like form, each signed by one

assistant: 有關決議案可能由數份相同格式的文件
user: Please translate the following sentence from English to Chinese: Extraordinary meetings of the Board of Directors shall be convened by the chairman. The Board of Directors shall notify all directors and supervisors five days before such meeting in the form of a written notice sent by hand, registered mail, telegraph, telex, faxes or e-mail.

assistant: 董事會召開臨時董事會會議，由董事長召集，於會議召開五日以前通知全體董事和監事，通知方式爲： 書面通知，包括直接送達掛號信、電報、電傳及傳真或者電子郵件等方式。
user: Please translate the following sentence from English to Chinese: (1) If any disputes or claims related to the Company's business based on the rights or obligations provided in the Articles of Association, the Company Law and other relevant laws or administrative regulations arise between the holders of Overseas-Listed Foreign Shares and the Company, between the holders of Overseas-Listed Foreign Shares and the Directors, supervisors, Manager, or Other Senior Executives of the Company or between the holders of OverseasListed Foreign Shares and holders of Domestic Shares, the parties concerned shall submit the dispute or claim for arbitration.

assistant: (1) 凡境外上市外資股股東與公司之間，境外上市外資股股東與公司董事、監事、經理或者其它高級管理人員之間，境外上市外資股股東與內資股股東之間，基於公司章程、《公司法》及其它有關法律、行政法規所規定的權利義務發生的與公司事務有關的爭議或者權利主張，有關當事人應當將此類爭議或者權利主張提交仲裁解決。
user: Please translate the following sentence from English to Chinese: (i) a fee of such maximum sum as the Clearing House may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

assistant: (i) 已向本公司支付結算所可能決定之最高款額費用或董事會可能不時就此規定的費用；
user: Please translate the following sentence from English to Chinese: (1) The Company may by Ordinary Resolution convert any paid up shares into stock, and may from time to time by like resolution reconvert any stock into paid up shares of any denomination.

assistant: (1) 本公司可藉普通決議案，將任何已繳付股款的股份轉換爲股額，以及藉由類似的決議案將任何股額再轉換爲任何面值的已繳付股款的股份。
user: Please translate the following sentence from English to Chinese: Annual Returns and Filings 159.

assistant: 年報及申報 159.
user: Please translate the following sentence from English to Chinese: 36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-laws to forfeiture will include surrender.

assistant: 36. 董事會可接受任何須予沒收股份之交回，及在該情況下，細則中有關沒收的提述包括交回。
user: Please translate the following sentence from English to Chinese: or (c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

assistant: 或 (c) 親身（或倘股東爲法團，則由其正式授權代表）或由受委任代表出席，且所持賦有權利於會上投票的本公司股份的繳足股款總額不少於全部賦有該項權利的股份已繳足股款總額十分之一的股東。
user: Please translate the following sentence from English to Chinese: The liquidation committee shall act in accordance with the instructions of the shareholders’ general meeting to make a report at lease once every year to the shareholders’ general meeting on the committee’s receipts and payments, the business of the Company and the progress of the liquidation, and to present a final report to the shareholders’ general meeting on completion of the liquidation.

assistant: 清算組應當遵循股東大會的指示，每年至少向股東大會報告一次清算組的收入和支出、公司的業務和清算的進展，並在清算結束時向股東大會作最後報告。
user: Please translate the following sentence from English to Chinese: 3. release from its obligations under any repurchase contracts;

assistant: 3. 解除其在購回合同中的義務；
user: Please translate the following sentence from English to Chinese: (7) such other circumstances as provided for the Articles of Association.

assistant: （七）公司章程規定的其他情形。
user: Please translate the following sentence from English to Chinese: (b) the instrument of transfer is in respect of only one class of share;

assistant: (b) 轉讓文書僅與一類股份有關；
user: Please translate the following sentence from English to Chinese: Such announcement shall be displayed on the stock exchange for a period of 90 days.

assistant: 公告在該證券交易所內展示的期間爲九十日。
user: Please translate the following sentence from English to Chinese: (i) in the relevant dividend (or the right to receive or to elect to receive an allotment of shares in lieu thereof as aforesaid);

assistant: (i) 有關股息（或前述收取或選擇收取配發股份代替股息的權利）；
user: Please translate the following sentence from English to Chinese: Article 13: All the shares issued by the Company should have face value, the face value of each share is RMB0.10.

assistant: 第十三條公司發行的股票，均爲有面值股票，每股面值人民幣0.1元。
user: Please translate the following sentence from English to Chinese: All instruments of transfer must be left at the registered office of the Company or at such other place as the Board may appoint and all such instruments of transfer shall be retained by the Company.

assistant: 所有轉讓文據必須存置於本公司的過戶登記處或董事會指定的其他地點，並須由本公司保留。
user: Please translate the following sentence from English to Chinese: (h) land, sea and air undertakings including the land, ship and air carriage of passengers, mails and goods of all kinds;

assistant: (h) 陸、海、空業務，包括陸、海、空的各類客運、郵運、貨運；
user: Please translate the following sentence from English to Chinese: The secretary to the Board has the requisite professional knowledge and experience, and shall be appointed by the Board.

assistant: 董事會祕書應當具有必備的專業知識和經驗，由董事會委任。
user: Please translate the following sentence from English to Chinese: MANAGEMENT 130.

assistant: 管理 130.
user: Please translate the following sentence from English to Chinese: A Conversion Notice once given may not be withdrawn without the consent in writing of the Company.

assistant: 換股通知一經發出後，在未取得本公司書面同意之情況下將不可撤回。
user: Please translate the following sentence from English to Chinese: (14) to formulate any proposed amendment to the Articles of Association of the Company;

assistant: （十四）制訂公司章程的修改方案；
user: Please translate the following sentence from English to Chinese: (IV) Having more than five years’ experience in legal and economic work or other work experience required for fulfilling duties as independent non-executive Director;

assistant: （四）具有五年以上法律、經濟或其他履行獨立董事職責所必需的工作經驗；
user: Please translate the following sentence from English to Chinese: 12. (A) The Company may at any time pay commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Companies Act shall be observed and complied with, and in each case the commission shall not exceed ten per cent. of the price at which the shares are issued.

assistant: 12. (A) 本公司可於任何時間就認購或同意認購（無論絕對或附帶條件）本公司任何股份或促使或同意促使認購（無論絕對或附帶條件）本公司任何股份向任何人士支付佣金，惟須遵守及符合公司法的條件及規定，且在各情況下支付的佣金不得超過股份發行價的百分之十。
user: Please translate the following sentence from English to Chinese: 4.2 If the Board considers it necessary or appropriate, the Company may establish and maintain a branch register or registers of members at such location or locations within or outside the Cayman Islands as the Board thinks fit.

assistant: 4.2 倘董事會認爲有需要或適合，本公司可在董事會認爲合適的開曼羣島或開曼羣島以外的一個或多個地點設立及存置股東分冊。
user: Please translate the following sentence from English to Chinese: 5) as set out in paragraphs (b) to (n) and (p) to (u) inclusive of the Second Schedule to The Companies Act 1981.

assistant: 5) 一九八一年公司法附表二內第(b)至(n)段及第(p)至(u)段所載者。
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 shareholder had not occurred and the notice or transfer were a transfer executed by such shareholder.

assistant: 本文件所有關乎轉讓權利及登記轉讓股份的限制、約束及條文須適用於任何前述的通知或轉讓，猶如股東身故或破產或清盤並無發生，而該通知或轉讓乃由該股東籤立的轉讓書。
user: Please translate the following sentence from English to Chinese: (3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

assistant: (3) 在董事會會議上停止擔任董事之任何董事，在如無其他董事反對下及如否則出席董事未達法定人數之情況下，可繼續出席及作爲董事行事以及計入法定人數之內，直至該董事會會議終止。
user: Please translate the following sentence from English to Chinese: After capital increases, the company shall apply to the company registr ation authority for the registration of modificati on in its capital and shall make an announceme nt thereafter.

assistant: 增加資本後，公司須向公司登記機關辦理變 更登記，並作出公告。
user: Please translate the following sentence from English to Chinese: Where two (2) or more persons are registered as joint holders of any shares, they shall be deemed as joint owners of the related shares and shall be subject to the following restrictions:

assistant: 當兩個以上的人登記爲任何股份之聯名股東，他們應被視爲有關股份的共同共有人，必須受以下條款限制：
user: Please translate the following sentence from English to Chinese: 22. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share.

assistant: 22. 對於有關股份已於指定時間作出催繳或有應付的全部款項（無論是否目前應付者），則本公司對每股股份（非全部已繳付股款的股份）擁有首要留置權。
user: Please translate the following sentence from English to Chinese: Such reserves may be applied for the purpose of maintaining the property of the Company, replacing wasting assets, meeting contingencies, forming an insurance fund, equalising dividends, paying special dividends, or for any other purpose for which the undivided profits of the Company may lawfully be used, and until the same shall be so applied it shall be deemed to remain undivided profit.

assistant: 該等儲備可用於維護保養本公司的物業、消耗性資產重置、應付豁然事項、成立保險基金、撥付股息、支付特別股息或本公司未分派溢利的任何其他合法用途，而在有關未分派溢利作出上述用途前，其仍將被視爲未分派溢利。
user: Please translate the following sentence from English to Chinese: 7. The objects for which the Company is formed and incorporated are –

assistant: 7. 本公司成立及註冊成立之宗旨爲－
user: Please translate the following sentence from English to Chinese: 35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share.

assistant: 35. 倘任何股份遭沒收，則須向沒收前身爲有關股份持有人之人士送呈沒收通知。
user: Please translate the following sentence from English to Chinese: (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.

assistant: (d) 可以英文或中文送達股東，惟須妥爲遵守所有適用法規、規則及規例。
user: Please translate the following sentence from English to Chinese: For giving effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof and may enter the purchaser’s name in the register as holder of the shares, and the purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

assistant: 爲令任何該等出售生效，董事會可授權某一人士轉讓所出售股份予股份的買主，並在登記冊內將買主登記爲股份持有人，而買主毋須理會購買款項的運用情況，且有關出售程序如有任何不當或無效之處，買主於股份的所有權亦不受其影響。
user: Please translate the following sentence from English to Chinese: (C) A Director is not required to retire upon reaching any particular age.

assistant: (C) 董事無需因已屆任何特定年齡而卸任。
user: Please translate the following sentence from English to Chinese: shall mean published in English and Chinese on the Exchange’s website in accordance with the Listing Rules;

assistant: 「於聯交所網站刊載」指根據上市規則於聯交所網站以中英文刊載；
user: Please translate the following sentence from English to Chinese: The instrument of transfer of any share shall be in writing and shall be executed with a manual signature or facsimile signature (which may be machine imprinted or otherwise) by or on behalf of the transferor and transferee PROVIDED that in the case of execution by facsimile signature by or on behalf of a transferor or transferee, the Board shall have previously been provided with a list of specimen signatures of the authorised signatories of such transferor or transferee and the Board shall be reasonably satisfied that such facsimile signature corresponds to one of those specimen signatures.

assistant: 任何股份之轉讓文書應採用書面形式，並應由轉讓人或其代表以及受讓人或其代表以手寫簽名或傳真簽名（可採用機器壓印或其他方式）形式簽署生效； 惟在由轉讓人或其代表或者受讓人或其代表以傳真簽名形式簽署之情況下，應提前向董事會提供該等轉讓人或受讓人授權簽字人之簽名樣本清單，且董事會應合理相信該等傳真簽名與這些簽名樣本中之一相吻合。
user: Please translate the following sentence from English to Chinese: (iii) reports on the status of the Company‟s share capital;

assistant: （3）公司股本狀況；
user: Please translate the following sentence from English to Chinese: The Company in general meeting may at any time and from time to time resolve that Distribution of any surplus moneys in the hands of the Company representing capital profits arising realised capital from moneys received or recovered in respect of or arising from the realisation of any profits capital assets of the Company or any investments representing the same and not required for the payment or provision of any fixed preferential Dividend instead of being applied in the purchase of any other capital assets or for other capital purposes be distributed amongst its Shareholders on the footing that they receive the same as capital and in the Shares and proportions in which they would have been entitled to receive the same if it had been distributed by way of Dividend, provided that no such surplus moneys as aforesaid shall be so distributed unless the Company will remain solvent after the distribution, or the net realisable value of the assets of the Company will after the distribution be greater than the aggregate of its liabilities, share capital and share premium account.

assistant: 本公司於股東大會可隨時及不時議決，將本公司所持的任何盈餘款項（相當於本公司將任何資本資產或任何投資變現後收到或收回款項所產生的資本利潤，且該款項無需用以支付任何固定優先股息或作有關撥備，以代替用作購買任何其他資本資產或用作其他資本用途）按其股東的股權及股息的分派比例分派予各股東，但前提是，除非本公司於分派後仍具償債能力或本公司的資產可變現淨值於分派後超出其負債、股本及股份溢價帳的總和，否則上述盈餘款項不得以此方式分派。
user: Please translate the following sentence from English to Chinese: Voting at the meeting of supervisory committee shall be carried out by disclosed ballot and each supervisor shall have one vote.

assistant: 監事會會議以記名投票方式表決，每名監事有一票表決權。 監事會會議應當由監事本人出席。
user: Please translate the following sentence from English to Chinese: (7) The laws and the administrative rules and regulations stipulate the people who cannon leaders of enterprises;

assistant: （七）法律、行政法規規定不能擔任企業領導；
user: Please translate the following sentence from English to Chinese: The Directors may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and, subject to the Act, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

assistant: 董事可透過彼等認爲在各方面均合適的有關方式及有關條款和條件籌集或擔保償付或償還該等資金，在公司法規限下，以發行本公司的債權證、債券股證、債券或其他證券的方式（不論直接地或以作爲本公司或任何第三方的任何債項、責任或義務的附屬抵押品方式）來籌集或擔保償付或償還。
user: Please translate the following sentence from English to Chinese: The Directors may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditor or Auditors (if any) may act.

assistant: 董事會可填補任何核數師職位的臨時空缺，但倘持續出現空缺，則尚存或留任的一名或多名核數 師（如有）可擔任該職。
user: Please translate the following sentence from English to Chinese: In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company all costs and out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity.

assistant: 如屬股票遭銷燬或遺失的情況，獲給予有關補發股票的人士亦須承擔及支付本公司調查有關股票遭銷燬或遺失的證據及有關彌償的一切成本及實際開支費用。
user: Please translate the following sentence from English to Chinese: (24) Trading;

assistant: (24)貿易；
user: Please translate the following sentence from English to Chinese: (B) A certificate signed by a Director (who may be one of the signatories to the relevant resolution in writing) or the Secretary as to any of the matters referred to in paragraph (A) of this Bye-Law shall in the absence of express notice to the contrary of the person relying thereon, be conclusive of the matters stated on such certificate.

assistant: (B) 倘並未向書面決議案所倚賴人士明確發出反對通知，經董事（可能爲有關書面決議案的其中 一名簽署人士）或祕書就本細則第（A）段提述的任何事項簽署的證明文件將爲有關證明文件所聲明事項的最終定論。
user: Please translate the following sentence from English to Chinese: (i) to preside over the general meeting, and to convene and preside over the meetings of the board of directors;

assistant: （一）主持股東大會和召集、主持董事會會議；
user: Please translate the following sentence from English to Chinese: means a share in the share capital of the Company and includes stock except where a distinction between stock and Shares is expressed or implied;

assistant: 指本公司股本中的股份，幷包括股票，惟股份與股票間有明示或默示區別者除外；