billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (ii) personal particulars of directors, supervisors, general managers and other senior management staffs of the Company, including:

assistant: (2) 公司董事、監事、經理和其它高級管 理人員的個人資料，包括：
user: Please translate the following sentence from English to Chinese: (A) The management of the business of the Company shall be vested in the Board which, in addition to the powers and authorities expressly conferred upon it by these Bye-Laws, may exercise all such powers and do all such acts and things as may be exercised or done or approved by the Company and 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: (A) 本公司的業務由董事會管理，除章程細則指明董事會獲得的權力及授權外，董事會在法規、該等章程細則及由本公司在股東大會上不時制定且與該等條文或章程細則並無牴觸的規例條文（惟本公司在股東大會制定的規例，不得行使董事在之前所進行，而當未有規例時原應有效的事項無效）的規限下，可行使及進行可由本公司行使或進行或批准的一切權力及一切事項和事宜，而該等權力及事項並未在此或法規指明或由股東大會規定須由本公司行使或進行。
user: Please translate the following sentence from English to Chinese: The Company shall, within ten (10) days upon passing the resolution for the demerger, notify the creditors and publish an announcement in China Securities Journal and other national newspapers at least three (3) times within thirty (30) days.

assistant: 公司應當自作出分立決議之日起十日內通知債權人，並於三十日內在《中國證券報》或國內其它全國性報紙上至少公告三次。
user: Please translate the following sentence from English to Chinese: (3) The provision of this Bye-law as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Bye-law without the sanction of a special resolution of such warrantholders or class of warrantholders.

assistant: (3) 未經該等認股權證持有人或該類別認股權證持有人藉特別決議案批准，本條細則有關成立及維持認購權儲備的規定，不得以任何方式修改或增訂以致將會更改或撤銷或具有效力更改或撤銷本條細則下，與該等認股權證持有人或該類別認股權證持有人的利益有關的規定。
user: Please translate the following sentence from English to Chinese: (4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

assistant: (4) 有關是否需要設立及維持認購權儲備及如有需要時所須設立及維持的金額、有關認購權儲備所曾使用的用途、有關其曾用作彌補本公司虧損的程度、有關將須向行使認股權證持有人配發的入賬列爲繳足額外股份的面額，以及有關認股權儲備任何其他事宜的本公司當時由核數師編制的證書或報告，在沒有明顯錯誤的情況下，對本公司及所有認股權證持有人及股東而言屬不可推翻及具約束力。
user: Please translate the following sentence from English to Chinese: (4) to examine the financial information such as the financial report, business report and plans for distribution of profits to be submitted by the Board to the general meetings and, should any queries arise, to engage, in the name of the Company, certified public accountants and practising auditors to conduct re-examination;

assistant: （四）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. awarding shares to the Company’s employees;

assistant: 3. 將股份獎勵給公司職工；
user: Please translate the following sentence from English to Chinese: Article 134 A supervisor shall carry out his/her duties faithfully in accordance with laws, administrative regulations and these Articles of Association.

assistant: 第一百三十四條監事應當依照法律、行政法規、本章程的規定，忠實履行監督職責。
user: Please translate the following sentence from English to Chinese: Such resignation becomes effective on the date such notice is made available or the date specified therein, whichever is later.

assistant: 通知在其置於公司法定地址之日或通知內註明的較遲日期生效。
user: Please translate the following sentence from English to Chinese: The Company shall notify its creditors within 10 days from the date of the Company’s resolution on reduction in registered capital and shall publish an announcement on the Shanghai Securities News, the China Securities Journal and the Securities Times for three times within 30 days from the date of such resolution.

assistant: 公司應當自作出減少註冊資本決議之日起 10 日內通知債權人，並於 30 日內在上海證券報、中國證券報、證券時報上公告 3 次。
user: Please translate the following sentence from English to Chinese: 6. subject to section 96 to lend money to any employee or to any person having dealings with the company or with whom the company proposes to have dealings or to any other body corporate any of those shares are held by the company;

assistant: 6. 根據第96條，借出資金予任何僱員或與公司有交易或公司擬與其進行買賣的任何人士或由公司持有其股份的任何其他法團；
user: Please translate the following sentence from English to Chinese: Article 19 Where the Company issues overseas listed foreign shares and domestic shares respectively within the total number of shares as stated in the issuance proposal, the respective shares shall be subscribed for in full at one time.

assistant: 第十九條公司在發行計劃確定的股份總數內，分別發行境外上市外資股和內資股的，應當分別一次募足；
user: Please translate the following sentence from English to Chinese: common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.

assistant: 在開曼羣島或開曼羣島以外任何地方使用的本公司鋼印或任何一個或多個複製鋼印（包括證券鋼印）。
user: Please translate the following sentence from English to Chinese: 1. shareholders’ meeting that is due within its term;

assistant: (1) 其任期應到期的股東大會；
user: Please translate the following sentence from English to Chinese: (a) The Exchange Right may only be exercised by the Registered Holders of Units passing an Extraordinary Resolution of Registered Holders of Units providing for the exchange of all the Share Stapled Units issued and outstanding as at the record date for the exercise of the Exchange Right (to be specified in, or determined in accordance with, the Extraordinary Resolution of Registered Holders of Units) for Ordinary Shares.

assistant: (a) 交換權僅可藉單位登記持有人通過單位登記持有人的特別決議案而行使，該決議案規定，以在行使交換權的記錄日期（將在單位登記持有人的特別決議案中指明或根據該決議案釐定）已發行的全部股份合訂單位交換普通股。
user: Please translate the following sentence from English to Chinese: 14.3 Any person entitled under Article 8.2 to be registered as a member may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that at least 48 hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposed to vote, he shall satisfy the Board of his right to be registered as the holder of such shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

assistant: 14.3 凡根據第8.2 條有權登記爲股東之人士，均可就有關股份於任何股東大會上以相同方式表決，猶如其爲有關股份之登記持有人，惟其須於其擬投票之大會或續會（視情況而定）舉行時間至少48 小時前，令董事會信納其獲登記爲有關股份持有人之權利，或董事會先前已承認其就有關股份於該股東大會上投票之權利。
user: Please translate the following sentence from English to Chinese: (I) To guarantee that the Company has complete documents and records;

assistant: （一）保證公司備有完整的檔及記錄；
user: Please translate the following sentence from English to Chinese: The members of the liquidation team shall not abuse their authority to accept bribery or other illegal income, nor 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: Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

assistant: 該買家毋須理會購買款項的運用情況，且彼就該等股份的所有權概不會因出售程序不合規或無效而受影響。
user: Please translate the following sentence from English to Chinese: (c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;

assistant: (c) 倘以本細則所述任何其他方式送達或交付，應視爲於專人遞送或交付的時或（視情況而定）有關發送或傳輸之時送達或交付，而在證明送達或交付時，由本公司祕書或其他高級人員或董事會委任的其他人士簽署關於該送達、交付、發送或傳輸的行爲及時間的證明書，即爲不可推翻的證據； 及
user: Please translate the following sentence from English to Chinese: 157 (a) No Dividend shall be declared or paid or shall be made otherwise than in accordance with the Companies Law.

assistant: 157 (a) 股息宣派或派付或作出必須遵照《公司法》進行。
user: Please translate the following sentence from English to Chinese: but 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: 惟本條概無解除已故股東（無論單獨或聯名）的遺產就其單獨或聯名持有任何股份的任何責任。
user: Please translate the following sentence from English to Chinese: Such Board meeting may be convened with the attendance of more than half of non-related directors, and resolutions shall be passed by more than half of non-related directors at the Board meeting.

assistant: 該董事會會議由過半數的無關聯關係董事出席即可舉行，董事會會議所作決議須經無關聯關係董事過半數通過。
user: Please translate the following sentence from English to Chinese: The continuing Directors of a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Bye-laws, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Bye-laws as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

assistant: 儘管董事會有任何空缺，繼續留任的各董事或單獨繼續留任的一位董事仍可行事，但如果及只要董事人數減至少於根據或依照公司細則釐定的最少人數，則儘管董事人數少於根據或依照公司細則釐定的法定人數或只有一位董事繼續留任，繼續留任的各董事或一位董事可就填補董事會空缺或召開本公司股東大會的目的行事，但不得就任何其他目的行事。
user: Please translate the following sentence from English to Chinese: (6) to propose the appointment or dismissal of the Company’s deputy manager(s) and chief financial officer;

assistant: （六）提請聘任或者解聘公司副經理、財務負責人；
user: Please translate the following sentence from English to Chinese: Article 59 When a shareholder (or a proxy) exercises his or her voting rights based on the number of voting shares which he or she represents, each share shall entitle him or her to one vote.

assistant: 第五十九條股東（包括股東代理人）以其所代表的有表決權的股份數額行使表決權，每一股份享有一票表決權。
user: Please translate the following sentence from English to Chinese: Laomiao Gold holds 21,200,000 domestic shares, representing 0.71% of the issued ordinary shares of the Company;

assistant: 老廟黃金持有 21,200,000股內資股，佔公司已發行的普通股總數的0.71%；
user: Please translate the following sentence from English to Chinese: (6) to make motions in a shareholders' general meeting;

assistant: （六）向股東大會提出提案；
user: Please translate the following sentence from English to Chinese: The members of the committee shall be nominated by the board of directors and the nomination and remuneration committee.

assistant: 主任人選由董事長提名，經全體委員過半數通過。
user: Please translate the following sentence from English to Chinese: The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

assistant: 清盤人可在獲得相同授權的情況下，將任何部分資產授予清盤人在獲得相同授權情況下認爲合適並以股東爲受益人而設立的信託的受託人，藉此本公司清盤即可結束而本公司亦告解散，惟不得強逼出資人接收任何負有債務的股份或其他財產。
user: Please translate the following sentence from English to Chinese: “HK$” shall mean Hong Kong dollars or other lawful currency of Hong Kong.

assistant: 「港元」指港元或香港其他法定貨幣。
user: Please translate the following sentence from English to Chinese: (3) election or removal of members of the board of directors and members of the supervisory committee, their remuneration and manner of payment;

assistant: （三）董事會和監事會成員的罷免及其報酬和支付方法；
user: Please translate the following sentence from English to Chinese: If the legitimate rights and interests of the Company are endangered, incurring losses for the Company, the Shareholder specified under the first paragraph of this Article may institute a legal action in court according to the provisions under the preceding two paragraphs.

assistant: 他人侵犯公司合法權益，給公司造成損失的，本條第一款規定的股東可以依照前兩款的規定向法院提起訴訟。
user: Please translate the following sentence from English to Chinese: Such remuneration shall be deemed to accrue from day to day.

assistant: 該酬金應視爲按日累計。
user: Please translate the following sentence from English to Chinese: 13.3 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to such day and time not being less than 15 days thereafter and to such place as may be appointed by the Board, and at such adjourned meeting, the member or members present in person (or in the case of a corporation, by its duly authorised representative) or by proxy shall be a quorum and may transact the business for which the meeting was called.

assistant: 13.3 倘指定舉行大會的時間起半小時內未有法定人數出席，大會將押後至不少於15日後，並於董事會指定之地點舉行。 於上述續會，親身（或倘股東爲公司，則由其正式授權代表）出席或由代表出席的股東構成法定人數，並可處理原召開大會所涉事務。
user: Please translate the following sentence from English to Chinese: (7) Reviewing the performance evaluation and remuneration assessment made by the CEO of the persons in charge of internal departments and branch entities (except for those in charge of auditing) and making recommendations to the board of directors;

assistant: （七）審覈首席執行官對公司內設部門及分支機構負責人（審 計責任人除外）的績效考覈及薪酬水平評估，並向董事會提出建議；
user: Please translate the following sentence from English to Chinese: (iv) not to act in violation of the Articles of Association and lend the Company’s capital to others or provide security to others by charging the Company’s assets before obtaining consent at the shareholders’ general meetings or the Board;

assistant: （四）不得違反本章程的規定，未經股東大會或董事會同意，將公司資金借貸給他人或者以公司財產爲他人提供擔保；
user: Please translate the following sentence from English to Chinese: (iii) if he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board passes a resolution that he has by reason of such absence vacated his office;

assistant: (iii) 倘其未經董事會特別批准而連續6個月內缺席董事會會議，且其替任董事（如有）於該期間並無代其出席會議，而董事會通過決議案以其上述缺席爲由而離職；
user: Please translate the following sentence from English to Chinese: (1) Tender offer of any person to all the shareholders;

assistant: （一）任何人向全體股東提出收購要約；
user: Please translate the following sentence from English to Chinese: However, the Directors shareholder may, if they think fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 80 being met, such a person may vote at general meetings of the Company.

assistant: 股份然而，董事會可酌情留存有關股份的任何應付股息或其他利益，直至有關人士成爲股份的登記持有人或有效過戶該等股份； 有關人士須待符合細則第 80 條的規定後，方可於本公司股東大會上投票。
user: Please translate the following sentence from English to Chinese: (7) other circumstances speciﬁed under laws, administrative regulations, departmental rules or these Articles of Association.

assistant: （七）法律、行政法規、部門規章或公司章程規定的其他情形。
user: Please translate the following sentence from English to Chinese: Article 239 The remuneration of an accountancy firm or the manner in which such firm is to be remunerated shall be determined by a general meeting. Notwithstanding the foregoing, the remuneration of an accountancy firm appointed by the board of directors shall be determined by the board of directors.

assistant: 第二百三十九條會計師事務所的報酬或者確定報酬的方式由股東大會決定，由董事會聘任的會計師事務所的報酬由董事會確定。
user: Please translate the following sentence from English to Chinese: A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

assistant: 任何以股東的代表(或如果是法團股東，由其妥爲授權代表)的要求將被視爲由該股東提出。
user: Please translate the following sentence from English to Chinese: Payment of dividends in specie

assistant: 以實物派付股息
user: Please translate the following sentence from English to Chinese: (3) provision of loan or any other agreement under which the obligations of the Company are to be fulfilled before the obligations of another party, or a change in the parties to, or the assignment of rights arising under, such loan or agreement;

assistant: （三）提供貸款或者訂立由公司先於他方履行義務的合同，以及該貸款、合同當事方的變更和該貸款、合同中權利的轉讓等；
user: Please translate the following sentence from English to Chinese: As regards the proposal of independent directors in relation to convening an extraordinary general meeting, the Board of Directors shall give written replies on whether it agrees or disagrees to the convening of the extraordinary general meeting within 10 days after receiving the proposal according to the provisions of laws, administrative regulations and the Articles.

assistant: 對獨立董事要求召開臨時股東大會的提議，董事會應當根據法律、行政法規和本行章程的規定，在收到提議後的10日內提出同意或不同意召開臨時股東大會的書面反饋意見。
user: Please translate the following sentence from English to Chinese: (i) increasing or decreasing the number of shares of that class, or increasing or decreasing the number of shares of another class having the same or more rights of or to voting, distribution or other privileges when compared with shares of such class;

assistant: （一）增加或者減少該類別股份的數目，或者增加或減少與該類別股份享有同等或者 更多的表決權、分配權、其他特權的類別股份的數目；
user: Please translate the following sentence from English to Chinese: the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its memorandum of association and/or these Articles.

assistant: 法例及開曼羣島立法機關當時有效並且適用於或可影響本公 司、其組織章程大綱及／或章程細則的任何其他法例。
user: Please translate the following sentence from English to Chinese: (4) the name and contact number of the general contact person handling matters in relation to the shareholders’ meeting;

assistant: （四）記錄會務常設聯繫人姓名、電話號碼；
user: Please translate the following sentence from English to Chinese: (4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

assistant: (4) 如果在任何股東的登記地址所屬地區沒有辦理註冊聲明或其他特定手續的情況下，董事會認爲傳達任何有關選擇權或股份配發的要約將會或可能屬違法或不切實可行，則董事會可於任何情況下決定不向該等股東提供或作出本細則第(1)段的選擇權及股份配發，在此情況下，上述條文應與有關決定一併閱讀並據此詮釋。 因前一句規定而受影響的股東就任何目的而言不應作爲或被視爲一個獨立股東類別。
user: Please translate the following sentence from English to Chinese: CHAPTER 5 SHAREHOLDER AND SHAREHOLDERS’ GENERAL MEETING Section 1 Shareholder Article 52 A shareholder of the Company is a person who lawfully holds shares in the Company and whose name is recorded in the register of members.

assistant: 第五章股東和股東大會第一節股東 第五十二條公司股東爲依法持有公司股份並且其姓名（名稱）登記在股東名冊上的人。
user: Please translate the following sentence from English to Chinese: (I) making a general offer to repurchase shares from all shareholders in proportion to their shareholdings;

assistant: （一）向全體股東按照相同比例發出購回要約；
user: Please translate the following sentence from English to Chinese: Article 221 The Board may amend the Articles of Association in accordance with the resolution on amendments to the Articles of Association passed at the shareholders’ general meeting and the approval opinions of the relevant competent authorities.

assistant: 第二百二十一條董事會依照股東大會修改章程的決議和有關主管機關的審批意見修改公司章程。
user: Please translate the following sentence from English to Chinese: Before the establishment in Hong Kong, the capital structure of the Company is:

assistant: 公司在香港上市前的股本結構爲：
user: Please translate the following sentence from English to Chinese: (1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company.

assistant: (1) 董事會須設立一個名爲股份溢價賬的戶口，並須把相等於本公司任何股份發行時所獲付溢價金額或價值的款項不時轉入有關戶口作爲進賬。
user: Please translate the following sentence from English to Chinese: (2) When the chairman of the board of directors deems necessary;

assistant: （二）董事長認爲必要時；
user: Please translate the following sentence from English to Chinese: (Article 8 of the Mandatory Provisions) Subject to the laws and the administrative regulations of the PRC, the Company shall have the right to raise finance or make borrowings, including but not limited to the issuance of any debenture.

assistant: 在遵守中國法律、行政法規的前提下，公司有融資或借款權，包括（但不限於）發行公司債券，及有抵押或質押其財產的權力。
user: Please translate the following sentence from English to Chinese: (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm;

assistant: (a) 其爲指定公司或商號之股東或高級人員，並於本通知之日其後可能與該公司或商號簽訂之任何合約或安排中被視作擁有利益；
user: Please translate the following sentence from English to Chinese: (1) The Company shall ensure that independent directors are entitled to the same right to information as other directors.

assistant: （一）公司保證獨立董事享有與其他董事同等的知情權。
user: Please translate the following sentence from English to Chinese: (1) resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;

assistant: (1) 倘以書面通知送呈本公司辦事處或在董事會會議上提交辭任通知辭職；
user: Please translate the following sentence from English to Chinese: (3) The Company may by ordinary resolution, before the issue of any new shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing holders of any class of shares in proportion as nearly as may be to the number of shares of such class held by them respectively, or make any other provisions as to the issue and allotment of such shares, but in default of any such determination or so far as the same shall not extend, such shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.

assistant: (3) 本公司可在發行任何新股份前藉普通決議案決定該等新股份或該等新股份的任何部份以每股面值或溢價向所有有關任何類別股份之現有股份持有人，並按近乎其各自持有該類股份之股份數目的比例先行發售； 或就配發及發行該等股份訂立任何其他條文，但如無該等任何決定或只要該等任何決定不須伸延，該等股份在其發行前可以如同其構成本公司現有股本的一部分的形式進行買賣。
user: Please translate the following sentence from English to Chinese: (a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

assistant: (a) 增加其股本，該新增股本的金額及該金額須劃分的股份每股金額由決議確定；
user: Please translate the following sentence from English to Chinese: (2) the collaterals provided by the Bank have been legally sold by the loan provider to a purchaser acting in good faith.

assistant: （二）銀行提供的擔保物已由提供貸款人合法地售予善意購買者的。