billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board.

assistant: 任何董事或祕書或就此目的獲董事會委任的人士，均可認證任何影響本公司組成的文件及任何由本公司或董事會或任何委員會通過的決議案以及與本公司業務有關的任何簿冊、記錄、文件及賬目，並核證其副本或摘要爲真確副本或摘要。 如任何簿冊、記錄、文件或賬目位於辦事處或總辦事處以外的地方，本公司在當地保管以上各項的經理或其他高級人員應視爲如上所述獲董事會委任的人士。
user: Please translate the following sentence from English to Chinese: A call may be made payable either in one sum or by instalments. A call may be revoked or postponed as the Board may determine.

assistant: 催繳可由董事會決定撤消或延期。
user: Please translate the following sentence from English to Chinese: The decision of the chairman on such matters shall be final and conclusive.

assistant: 主席就該等事項作出之決定須爲最終及具決定性。
user: Please translate the following sentence from English to Chinese: "(An) interested shareholder(s)", as such term is used in the preceding paragraph, means:

assistant: 前款所述有利害關係股東的含義如下：
user: Please translate the following sentence from English to Chinese: (6) Where the Company issues a replacement share certificate pursuant to this article, it shall forthwith cancel the Original Share Certificate and record the cancellation of the Original Share Certificate and issue of a replacement share certificate in the register of shareholders accordingly.

assistant: （六）公司根據本條規定補發新股票時，應當立即註銷原股票，並將此註銷和補發事項登記在股東名冊上。
user: Please translate the following sentence from English to Chinese: Article 246 In the event of the Company’s liquidation owing to dissolution, if the liquidation committee, after ascertaining the Company’s assets and preparing a balance sheet and an inventory of assets, discovers that the Company’s assets are insufficient to repay its debts, it shall immediately apply to the court for declaration of bankruptcy. After the Company is declared bankrupt by a ruling of the People’s Court, the liquidation committee shall transfer the liquidation matters to the People’s Court.

assistant: 第二百四十六條因本公司解散而清算,清算組在清理本公司財產、編制資產負債表和財產清單後,發現本公司的財產不足以清償債務的,應當立即向人民法院申請宣告破產。 本公司經人民法院裁定宣告破產後,清算組應當將清算事務移交給人民法院。
user: Please translate the following sentence from English to Chinese: Article 191. A loan provided by the Company in violation of the preceding Article shall be immediately repayable by the recipient of the loan, regardless of the terms of the loan.

assistant: 第一百九十一條公司違反前條規定提供貸款的，不論其貸款條件如何，收到款項的人應當立即償還。
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: Shares in the Company may only be issued as registered shares and the Company is not authorised to issue bearer shares.

assistant: 本公司僅可發行已註冊股份且未獲授權發行未註冊股份。
user: Please translate the following sentence from English to Chinese: (5) when proposed by the board of supervisors;

assistant: （五）監事會提議時；
user: Please translate the following sentence from English to Chinese: (4) the controlling shareholder and person in actual control of the Company have fiduciary duties towards the Company and the public shareholders.

assistant: (4) 公司控股股東及實際控制人對公司和公司社會公衆股股東負有誠信義務。
user: Please translate the following sentence from English to Chinese: Any notice or other document, if sent by mail, postage prepaid, shall be deemed to When notice have been served or delivered on the day following that on which the letter, envelope, deemed to be or wrapper containing the same is put into the post.

assistant: 任何通知或其他文件如以預付郵資方式郵寄，則於信件、載有信件的信封或封通知視爲送達套投寄日期的翌日即視爲已送達或已交付。
user: Please translate the following sentence from English to Chinese: (r) buying, selling, hiring, letting and dealing in conveyances of any sort;

assistant: (r) 買入、賣出、承租、出租及處理任何種類的運輸工具；
user: Please translate the following sentence from English to Chinese: any material interest, and if he shall do so his vote shall not be counted (nor is he to be counted in the quorum for the resolution), but this prohibition shall not apply to any of the following matters, namely:

assistant: 建議的董事會決議案表決（或計入法定人數），如董事進行表決，不得計算其票數（就決議案而言，其亦不得計入法定人數），但該項禁制不適用於任何下列事宜：
user: Please translate the following sentence from English to Chinese: (2) For meetings of the Board of Directors of which the time and location have not been decided by the Board of Directors in advance, the Chairman shall notify the directors and supervisors of the time and venue of such meeting at least ten days in advance by telex, telegraph, facsimile, express delivery service, registered mail or in person.

assistant: （二）如果董事會未事先決定董事會會議舉行的時間和地點，董事長應至少提前十日，將董事會會議時間和地點用電傳、電報、傳真、特快專遞、掛號郵寄或經專人通知董事和監事。
user: Please translate the following sentence from English to Chinese: Guotai Junan Securities Co., Ltd. 國泰君安証券股份有限公司 (A joint-stock company incorporated in the People’s Republic of China with limited liability) ARTICLES OF ASSOCIATION1 (Considered and approved at the general meeting of the shareholders of the Company on 24 October 2016) Note1:

assistant: Guotai Junan Securities Co., Ltd. 國泰君安證券股份有限公司 （於中華人民共和國註冊成立的股份有限公司） 公司章程1 （經公司於 2016 年 10 月 24 日舉行的股東大會審議通過） 1 注：
user: Please translate the following sentence from English to Chinese: (3) Acquisition by an off-market agreement outside a stock exchange.

assistant: （三）在證券交易所外以協議方式收購。
user: Please translate the following sentence from English to Chinese: (a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

assistant: (a) 任何已予註銷的股票，於有關注銷日期起計一(1)年屆滿後；
user: Please translate the following sentence from English to Chinese: 10. Subject to the Act and without prejudice to Bye-law 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

assistant: 10. 於該法例之規限下且不損害公司細則第 8 條之情況下，股份或任何類別股份當時所附之全部或任何特別權利（除非該類股份之發行條款另有規定）可經由該類別已發行股份不少於四分三之持有人以書面形式同意，或經由該類別股份持有人於另行召開之股東大會上通過特別決議案批准，不時（不論本公司是否正在清盤）予以更改、修改或廢除。
user: Please translate the following sentence from English to Chinese: Members of the liquidation group should not make use of their duties to receive bribes or other illegal income, and cannot embezzle the Company’s assets.

assistant: 清算組成員不得利用職權收受賄賂或者其他非法收入，不得侵佔公司財產。
user: Please translate the following sentence from English to Chinese: (2) the general meeting at which it is proposed to fill the vacancy caused by its removal;

assistant: (2) 爲填補因其被解聘而出現空缺的股東大會；
user: Please translate the following sentence from English to Chinese: “full financial statements” shall mean the financial statements that are required under section 87(1) of the Companies Act as may be amended from time to time;

assistant: 「財務報表全文」指根據公司法第 87(1)條（經不時修訂）而須編制之財務報表；
user: Please translate the following sentence from English to Chinese: the meaning attributed to it in the rules of the Designated Stock Exchange.

assistant: 具指定證券交易所規則所賦予涵義。
user: Please translate the following sentence from English to Chinese: (1) Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions.

assistant: (1) 在不損及本公司根據本細則第(2)段的權利情況下，若有關支票或付款單連續兩次不獲兌現，則本公司可停止郵寄股息權益支票或股息單。
user: Please translate the following sentence from English to Chinese: Article 239 The Company shall publish two financial reports in each fiscal year, meaning that an interim report shall be published within 60 days after the end of the first six months of a fiscal year and an annual report shall be published within 120 days after the end of a fiscal year.

assistant: 第二百三十九條公司每一會計年度公佈兩次財務報告，即在一會計年度的前六個月結束後的六十天內公佈中期財務報告，會計年度結束後的一百二十天內公佈年度財務報告。
user: Please translate the following sentence from English to Chinese: (2) If the accounting firm about to leave the post makes a written statement, and asks the Company to inform the shareholders of its statement, unless the time of receiving the written statement is too late, the Company must adopt the following measures:

assistant: （二）如果即將離任的會計師事務所作出書面陳述，並要求公司將該陳述告知股東，除非書面陳述收到過晚，公司須採取以下措施：
user: Please translate the following sentence from English to Chinese: Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.

assistant: 與分冊的股份有關的所有轉讓文件及其他所有權文件須提交有關注冊辦事處登記，而與總冊的股份有關的所有轉讓文件及其他所有權文件則須提交辦事處或按照法例存置總冊的其他地區登記。
user: Please translate the following sentence from English to Chinese: and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

assistant: 及(3)本細則對銷燬文件的提述包括以任何方式處置文件。
user: Please translate the following sentence from English to Chinese: Article 113D Independent directors shall attend in a timely manner meetings of the Board of Directors, understand the Company’s production, businesses and operations, and actively look into and understand and obtain circumstances and information required for the decisions to be made.

assistant: 第一百一十三D條獨立董事應當按時出席董事會會議，瞭解公司的生產經營和運作情況，主動調查、獲取做出決策所需要的情況和資料。
user: Please translate the following sentence from English to Chinese: (2) making of a repurchase offer in the same proportion to all shareholders;

assistant: （二）向全體股東按照相同比例發出收購要約；
user: Please translate the following sentence from English to Chinese: means these Articles of Association in their present form and all supplementary, amended or substituted articles for the time being in force;

assistant: 指現時存在的組織章程細則及當時有效之所有經補充、修訂或取代的章程細則；
user: Please translate the following sentence from English to Chinese: by any shareholder or shareholders present in person or by a duly authorised corporate 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 the shares conferring that right;

assistant: 任何親身或由獲正式授權的法團代表或委派代表出席，並持賦有權利於會上投票的本公司股份且該股份已繳股款總額不少於全部獲賦予該項權利的股份已繳有股款總額十分之一的一名或多名股東；
user: Please translate the following sentence from English to Chinese: (1) The officers of the Company shall consist of a chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.

assistant: (1) 本公司高級職員包括主席、董事及祕書以及董事會可能不時釐定之其他高級職員（可能但不一定爲董事），就公司法及本章程細則而言，所有彼等均視爲高級職員。
user: Please translate the following sentence from English to Chinese: (8) other duties and powers as designated by the Articles of Association.

assistant: (八) 本章程規定的其他職權。
user: Please translate the following sentence from English to Chinese: “Capital” shall mean the share capital from time to time of the Company;

assistant: 「資本」指本公司不時之股本；
user: Please translate the following sentence from English to Chinese: Chapter 19 Amendment of Articles Article 257 The Company shall make amendments to the Articles on the occurrence of any of the following events:

assistant: 第十九章修改章程 第二百五十七條有下列情形之一的，公司應當修改章程：
user: Please translate the following sentence from English to Chinese: Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if we were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director.

assistant: 任何受委任之人士具有其獲委任之該名董事之所有權利及權力，惟該名人士於釐定是否達到法定人數時不被計入超過一次。 替任董事可由作出委任之團體隨時罷免，據此，替任董事之任期將持續，直至發生任何事項致使其終止職務或基於任何原因不再擔任董事職務時爲止。
user: Please translate the following sentence from English to Chinese: 10. Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than threefourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

assistant: 10. 在法例規限下且無損細則第條情況下，任何股份或任何類別股份當時附有的一切或任何特別權利可（除非該類別股份的發行條款另有規定）經由該類已發行股份面值不少於四分三的股份持有人書面批准，或經由該類股份的持有人在另行召開的股東大會上通過特別決議案批准，不時（無論本公司是否正在清盤）予以更改、修訂或廢除。
user: Please translate the following sentence from English to Chinese: Article 91 Apart from the holders of other classes of shares, the holders of the Domestic-Invested Shares and holders of Overseas-Listed Foreign-Invested Shares shall be deemed to be holders of different classes of shares.

assistant: 第九十一條除其他類別股份股東外，內資股股東和境外上市外資股股東視爲不同類別股東。
user: Please translate the following sentence from English to Chinese: 8. to establish and support or aid in the establishment and support of associations, institutions, funds or trusts for the benefit of employees or former employees of the company or its predecessors, or the dependants or connections of such employees or former employees, and grant pensions and allowances, and make payments towards insurance or for any object similar to those set forth in this paragraph, and to subscribe or guarantee money for charitable, benevolent, educational or religious objects or for any exhibition or for any public, general or useful objects;

assistant: 8. 設立及支持或資助設立及支持以公司或其前身之僱員或公司前僱員，或該僱員或前僱員之家屬或非直系親屬爲受益人之組織、機構、基金或信託，授出退休金及給予補貼，及支付保險或與本段所載類似之任何宗旨，以及認購或擔保慈善、仁愛、教育或宗教宗旨或任何展覽或公共、一般或有用宗旨之事業；
user: Please translate the following sentence from English to Chinese: (5) to review such financial information as the financial statements, business reports and any plans for distribution of profits to be submitted by the board of directors to the general meetings of shareholders, and to retain, on the Company’s behalf any certified public accountants or chartered auditors to assist in the review of such information should any doubt arises with respect thereof;

assistant: （五）覈對董事會擬提交股東大會的財務報告、營業報告和利潤分配方案等財務資料，發現疑問的，可以公司名義委託註冊會計師、執業審計師幫助複審；
user: Please translate the following sentence from English to Chinese: (3) a person who, acting alone or in concert with others, holds 30 % or more of the issued and outstanding shares of the Company;

assistant: （三）該人單獨或者與他人一致行動時，持有公司發行在外 30 ％以上（含 30％）的股份；
user: Please translate the following sentence from English to Chinese: (IV) The Company shall, prior to publication of its intention to issue a replacement share certificate, deliver to the stock exchange on which its shares are listed, a copy of the notice to be published and may publish the notice upon receipt of confirmation from such stock exchange that the notice has been exhibited in the premises of the stock exchange.

assistant: (四)公司在刊登準備補發新股票的公告之前，應當向其掛牌上市的證券交易所提交一份擬刊登的公告副本，收到該證券交易所的回覆，確認已在證券交易所內展示該公告後，即可刊登。
user: Please translate the following sentence from English to Chinese: All the transfers of overseas-listed foreign-invested shares listed in Hong Kong shall be effected by written instruments of transfer in an ordinary or common form or in any other form acceptable to the Board of Directors (including the standard transfer format or form of transfer provided by Hong Kong Stock Exchange from time to time).

assistant: 所有在香港上市的境外上市外資股的轉讓皆應採用一般或普通格式或任何其他爲董事會接受的格式的書面轉讓文據（包括香港聯交所不時規定的標準轉讓格式或過戶表格）；
user: Please translate the following sentence from English to Chinese: The Detailed Rules for the Work of the President shall cover the following:

assistant: 第二百零六條《總裁工作細則》應包括下列內容：
user: Please translate the following sentence from English to Chinese: The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds.

assistant: 出售所得款項淨額將撥歸本公司，而本公司接獲有關所得款項淨額後，將結欠該前股東一筆相等於該等所得款項淨額之款額。
user: Please translate the following sentence from English to Chinese: 3) subject to the approval of the general meeting of shareholders, conversion into registered capital by way of issuing bonus shares in proportion to the shareholders’ original shareholdings or by increasing the par value of each share, provided that at the time of conversion of the statutory reserve fund into registered capital, the amount retained in such common reserve fund shall not be less than 25% of the registered capital before the said conversion.

assistant: （三）經股東大會批准，按照股東原有股份的比例，派送新股或增加每股面值，將公積金轉爲註冊資本。 但法定公積金轉爲註冊資本時，所留存的該項公積金不得少於轉增前註冊資本的百分之二十五。
user: Please translate the following sentence from English to Chinese: (b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

assistant: (b) 由本身或其事務所以專業身份（核數師除外）爲本公司行事，其或其事務所並可就專業服務獲取酬金，猶如其並非董事；
user: Please translate the following sentence from English to Chinese: Where the Company is dissolved, the Company shall apply for cancellation of its registration in accordance with law.

assistant: 公司解散的，依法辦理公司註銷登記；
user: Please translate the following sentence from English to Chinese: Where the General Meeting of Shareholders is interrupted or fails to reach a resolution due to force majeure or any other exceptional cause, the convener shall take necessary actions to restore the meeting as soon as practicable, or terminate the meeting immediately with a timely publication, in which circumstance, the convener shall report it to the local CSRC agency where the Company is located and the stock exchange.

assistant: 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的，應採取必要措施儘快恢復召開股東大會或直接終止本次股東大會，並及時公告。 同時，召集人應向公司所在地中國證監會派出機構及證券交易所報告。
user: Please translate the following sentence from English to Chinese: All unclaimed dividends or other moneys payable on or in respect of a share may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

assistant: 股份所涉及的所有未獲領取的股息或其他應付款項，董事可在其領取前將之用作投資或其他用途，收益撥歸本公司所有。
user: Please translate the following sentence from English to Chinese: \n- 12 - affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share.

assistant: \n- 12 - 概不會因股份沒收、出售或處理程序有任何不合規則或不具效力而受影響。
user: Please translate the following sentence from English to Chinese: The transfer of preference shares and the change of preference shares’ holders shall comply with laws, administrative regulations, departmental rules and these Articles of Association.

assistant: 優先股股份轉讓及優先股股東變更應符合法律、行政法規、部門規章及本章程規定。
user: Please translate the following sentence from English to Chinese: (4) to exercise other powers vested by the Board.

assistant: （四）董事會授予的其他職權。
user: Please translate the following sentence from English to Chinese: manufacture of electronic Article 10

assistant: 《必備條款》第10條
user: Please translate the following sentence from English to Chinese: (6) not to take advantage of his position to obtain any business opportunity that should go to the Company or engage in any business similar to that of the Company for himself or any other person without the consent of the shareholders’ general meeting;

assistant: （六）未經股東大會同意，不得利用職務便利，爲自己或他人謀取本應屬於公司的商業機會，自營或者爲他人經營與本公司同類的業務；
user: Please translate the following sentence from English to Chinese: Where a shareholder appoints more than one proxy, he shall specify the number of shares represented by each proxy in the proxy form.

assistant: 如果數人爲股東代理人的，委託書應註明每名股東代理人所代表的股份數目。
user: Please translate the following sentence from English to Chinese: (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post;

assistant: (a) 如以郵遞方式送達或交付，在適當情況應以空郵寄送，載有通告的信封應適當預付郵資及註明地址，並視爲於投寄翌日送達或交付。
user: Please translate the following sentence from English to Chinese: 7. The liability of each member is limited to the amount from time to time unpaid on such member's shares.

assistant: 7. 各股東承擔的責任以其不時所持股份的未繳款項爲限。
user: Please translate the following sentence from English to Chinese: The remuneration of the Auditors shall be fixed by the Company in general meeting provided always that in respect of any particular year the Company in general meeting may delegate the fixing of such remuneration to the Directors.

assistant: 核數師酬金須由本公司於股東大會釐定。 惟本公司於股東大會上可就任何特定年度授權董事會釐定有關酬金。
user: Please translate the following sentence from English to Chinese: or (b) where such Director has given notice in writing to the Company that he is unwilling to be re-elected.

assistant: 或 (b) 該董事已向本公司發出書面通知，述明其不願意再度當選。
user: Please translate the following sentence from English to Chinese: When determining specific cash dividend proposal of the Company, the Board of Directors shall study and discuss on, among others, the timing, conditions as well as the minimum ratio, conditions for adjustments and the requirements of decision procedures.

assistant: 在制定現金分紅具體方案時，董事會應當認真研究和論證公司現金分紅的時機、條件和最低比例、調整的條件及其決策程序要求等事宜，獨立董事應當發表明確意見。
user: Please translate the following sentence from English to Chinese: Article 71 Shareholders’ general meetings consist of annual general meetings and extraordinary general meetings. Shareholders’ general meetings shall be convened by the Board.

assistant: 第七十一條股東大會分爲股東年會和臨時股東大會。 股東大會由董事會召集。
user: Please translate the following sentence from English to Chinese: Article 199 The Secretary to the Board of Directors should be served by dedicated designated person in principle, but it may be concurrently served by the Bank’s Directors or senior management personnel, provided that they must ensure that they have sufficient energy and time to undertake the duties as the Secretary to the Board of Directors.

assistant: 第⼀百九⼗九條董事會祕書原則上由專職人員擔任，亦可由本行董事或高級管理人員兼任，但必須保證其有足夠的精力和時間承擔董事會祕書的職責。
user: Please translate the following sentence from English to Chinese: That Board meeting can be held if more than one half of the non-connected directors attend (the director shall not be taken into account in determining a quorum). Resolutions made by the Board meeting shall be passed by more than one half of the non-connected directors.

assistant: 該董事會會議由過半數的無關連關係董事出席即可舉行（在確定是否有法定人數出席會議時，其本人亦不得計算在內），董事會會議所作決議須經無關連關係董事過半數通過。
user: Please translate the following sentence from English to Chinese: Corporate representatives

assistant: 公司代表
user: Please translate the following sentence from English to Chinese: (2) when a breakdown occurs in any of the means normally employed in ascertaining the value of investments or when for any other reason the value of any of the investments or other assets of the Company cannot reasonably or fairly be ascertained.

assistant: (2) 倘一般用作確定投資價值之任何方法失效，或倘因任何其他理由而本公司任何投資或其他資產之價值不能合理或公平地確定。