billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: or (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to the Directors, their associate(s) and employees of the Company or any of its subsidiaries and does not provide in respect of any Director or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates;

assistant: 或 (b) 採納、修訂或營運其或其聯繫人之養老金或退休、身故或殘疾福利計劃； 與本公司或其任何附屬公司之僱員、及其董事或其聯繫人並無給予一般賦予有關計劃或基金相關人士者不一致之任何特權或利益。
user: Please translate the following sentence from English to Chinese: and (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: 及 (d) 在符合所有適用法規、規則及規例之情況下，可僅向股東發出英文本或中文本之通告及文件。
user: Please translate the following sentence from English to Chinese: 22. to allot and issue fully-paid shares of the company in payment or part payment of any property purchased or otherwise acquired by the company or for any past services performed for the company;

assistant: 22. 配發及發行公司已繳足股款的股份，以支付或部份支付公司所購買或以其他方式獲取的任何財產或公司過往獲 提供的服務；
user: Please translate the following sentence from English to Chinese: or (iii) in any such the resolution for re-election of a Director is put to the Meeting and lost.

assistant: 或 (iii) 於任何該情況下，在會議上提呈重選一名董事之決議案不獲通過。
user: Please translate the following sentence from English to Chinese: Ruling of the arbitration organisation shall be final and binding to all parties.

assistant: 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: Article 82 The Bank shall hold the Shareholders’ General Meeting at the Bank’s domicile or other definite place.

assistant: 第八十二條銀行召開股東大會的地點爲銀行住所地或其他明確地點。
user: Please translate the following sentence from English to Chinese: (4) The decision made by the arbitration body shall be final and conclusive and binding on all parties. Chapter 23 Supplementary Article 230 If the Articles of Association are in conflict with the laws, administrative regulations or provisions of other regulatory documents promulgated from time to time, such laws, administrative regulations and provisions of other regulatory documents shall prevail.

assistant: （四）仲裁機構作出的裁決是終局裁決，對各方均具有約束力。 第二十三章附則 第二百三十條本章程與不時頒佈或修訂的法律、行政法規及其他規範性文件的規定衝突的，以法律、行政法規及有關規範性文件的規定爲準。
user: Please translate the following sentence from English to Chinese: (a) in the case of such an appointment by a Shareholder which is a Clearing House (or its nominee(s)), a written notification of the appointment issued by any director, the secretary or any authorised officer(s) of such Shareholder shall have been delivered at such place or one of such places (if any) as is specified in the notice of meeting or in the form of notice issued by the Company, or handed to the Chairman of the meeting at the meeting or, if no place is specified, at the principal place of business maintained by the Company in the Relevant Territory from time to time before the time of holding the meeting or adjourned meeting at which the person so authorised proposes to vote or handed to the Chairman of the meeting at the meeting;

assistant: (a) 倘由爲結算所（或其代理人）的股東委任，該股東的任何董事、祕書或任何獲授權高級職員發出的書面委任通知，須於因此獲授權人士擬投票的會議或續會舉行時間前，送交本公司所發出的會議通知或通知表格中列明的地點或其中一個地點（如有）或在大會上呈交大會主席（或如無列明地點，則送交本公司不時於有關地區的主要營業地點或在大會上呈交大會主席）；
user: Please translate the following sentence from English to Chinese: Article 155 The common reserve fund of the Company shall only be applied for compensating the losses, expansion of production and operation, or converting the common reserve fund into the capital of the Company.

assistant: 第155條公司的公積金僅能用於： 彌補公司虧損，擴大公司生產經營或者轉爲增加公司資本。
user: Please translate the following sentence from English to Chinese: For the redeemable shares which can be repurchased by the Company, other than such repurchases made through the stock exchange or by tender, the repurchase price shall be limited to a certain single maximum price.

assistant: 對公司有權購回的可贖回股份，除非經證券交易所或以招標方式購回，購回價格必須限定在某一最高價格；
user: Please translate the following sentence from English to Chinese: The following matters shall be approved by ordinary resolutions of the shareholders’ general meeting:

assistant: 下列事項由股東大會的普通決議通過：
user: Please translate the following sentence from English to Chinese: (2) Nominators shall seek the consent of the nominees prior to the nomination;

assistant: （二）獨立董事的提名人在提名前應當徵得被提名人的同意。
user: Please translate the following sentence from English to Chinese: (c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

assistant: (c) 倘指定證券交易所規管股份上市的規則有所規定，則本公司向指定證券交易所發出通知，並且按照指定證券交易所規定以報章廣告方式發出通告，表示有意按照指定證券交易所規定的方式出售該等股份，且自刊登廣告之日起計三(3)個月或指定證券交易所允許的較短期間經已屆滿。
user: Please translate the following sentence from English to Chinese: (7) contain conspicuously a statement that a shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him and that a proxy need not also be a shareholder;

assistant: (七)以明顯的文字說明，有權出席和表決的股東有權委託一位或一位以上的股東代理人代爲出席和表決，而該股東代理人不必爲股東；
user: Please translate the following sentence from English to Chinese: Any general meeting may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.

assistant: 在任何股東大會上可授權董事會填補尚未於股東大會上填補的董事空缺。
user: Please translate the following sentence from English to Chinese: (2) all joint shareholders shall be jointly and severally liable for all relevant costs payable;

assistant: （二）任何股份的所有聯名股東應當對支付有關股份所應付的所有金額承擔連帶責任；
user: Please translate the following sentence from English to Chinese: 83. Anything which under these Bye-laws a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Bye-laws relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

assistant: 83. 根據公司細則，股東可委任委任代表進行的任何事項均可同樣由其正式委任的授權人進行，且公司細則有關委任代表及委任代表文件的規定（經必要變通後）須適用於有關任何該等授權人及據以委任授權人的文件。
user: Please translate the following sentence from English to Chinese: This memorandum and articles of association is a consolidated version not formally adopted by shareholders at a general meeting.

assistant: 本組織章程大綱及組織章程細則是未經股東於股東大會上正式採納的綜合版本。
user: Please translate the following sentence from English to Chinese: Article 138 Ordinary or extraordinary Board meeting may be held by telephone conference or by similar communication equipment in so far as attending directors are able to hear clearly other directors’ speech and to exchange. In such case all attending directors shall be deemed as having attended the meeting in person.

assistant: 第一百三十八條董事會例會或臨時會議可以用電話會議形式或者藉助類似通迅設備進行,只要與會的董事能聽清其他董事講話,並進行交流,所有與會董事應被視爲親自出席該會議。
user: Please translate the following sentence from English to Chinese: (3) to elect and replace supervisors who are representatives of the shareholders and to determine the remuneration of such supervisors;

assistant: （三）選舉和更換由股東代表出任的監事，決定有關監事的報酬事項；
user: Please translate the following sentence from English to Chinese: (5) to examine and approve reports of the Supervisory Committee;

assistant: （五）審議批准監事會的報告；
user: Please translate the following sentence from English to Chinese: (ii) “shall” or “will” shall be construed as imperative;

assistant: (ii) 「應」或「將」應解釋爲具必須性；
user: Please translate the following sentence from English to Chinese: 5. not to conclude a contract or enter into a transaction or arrangement with the Company except as otherwise provided in this Articles of Association of the Company or with the informed consent of the general meeting;

assistant: （五）除本章程另有規定或者由股東大會在知情的情況下另有批准外，不得與公司訂立合同、交易或者安 排；
user: Please translate the following sentence from English to Chinese: 13.10 In the case of an equality of votes, whether on a poll or on a show of hands, the Chairman of Chairman to the meeting at which the poll or show of hands is taken shall be entitled to a second or casting

assistant: 13.10 倘票數（無論爲投票表決或舉手表決）相等，則進行投票或舉手表決大會的主席有權投第二票或決定票。
user: Please translate the following sentence from English to Chinese: BORROWING POWERS 102.

assistant: 借貸權 102.
user: Please translate the following sentence from English to Chinese: to authorise or delegate the Board to deal with matters as authorised and instructed at the general meetings.

assistant: 股東大會可以授權或委託董事會辦理其授權或委託辦理的事項。
user: Please translate the following sentence from English to Chinese: (5) the increase, removal or reduction of conversion privileges, options, voting rights, transfer or pre-emptive rights or rights to acquire securities of the Company attached to shares of such class;

assistant: (五) 增加、取消或者減少該類別股份所具有的轉換股份權、選擇權、表決權、轉讓權、優先配售權、取得公司證券的權利；
user: Please translate the following sentence from English to Chinese: The Company shall keep at the office of its Resident Representative, in Maintenance accordance with the provisions of the Statutes, the following:

assistant: 本公司須按照法規條文在其常駐代表之辦事處存置以下文件：
user: Please translate the following sentence from English to Chinese: (vi) the resolution relates to an arrangement concerning the adoption, modification or operation of any employee’s share scheme, share incentive scheme or share option scheme involving the issue or grant of options over shares or other securities by the Company to, or for the benefit of, the employees of the Company or its subsidiaries under which the director or his close associate(s) may benefit.

assistant: (vi) 任何由本公司向其附屬公司之員工或爲其利益提出，有關採納、修訂、或執行任何員工股份計劃、股份激勵計劃或購股權計劃包括髮行或授出股份或其他證券認購權之決議案，而董事或其緊密聯繫人可從中獲益。
user: Please translate the following sentence from English to Chinese: Article 271 Where the Bank’s directors, supervisors, governors and other senior managers have a direct or indirect important stake in any contract, transaction, arrangement which the Bank has made or intends to make (excluding employment contract concluded by the Bank with its directors, supervisors, governors and other senior managers), the above persons shall as soon as possible disclose the nature and extent of the stake to the board of directors, whether or not relevant matters call for the approval of the Board under normal circumstances.

assistant: 第二百七十一條本行董事、監事、行長和其他高級管理人員，直接或者間接與本行已訂立的或者計劃中的合同、交易、安排有重要利害關係時（本行與董事、監事、行長和其他高級管理人員的聘任合同除外），不論有關事項在正常情況下是否需要董事會批准同意，均應當儘快向董事會披露其利害關係的性質和程度。
user: Please translate the following sentence from English to Chinese: Article 51 The Company shall not be liable for any damage suffered by any person from Article 43 of the cancellation of the original share certificate or the issuance of the replacement share Mandatory Provisions certificate, unless the claimant can prove fraud on the part of the Company.

assistant: 第五十一條公司對於任何由於註銷原股票或者補發新股票而受到損害的人均無必備條款 43 賠償義務，除非該當事人能證明公司有欺詐行爲。
user: Please translate the following sentence from English to Chinese: and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

assistant: 因此，除非發行條件中另有明確聲明，否則每次發行股份（不論有否申明爲優先股）均須遵守上文所載權力。
user: Please translate the following sentence from English to Chinese: (d) 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: (d) 在並未獲得董事會特別批准缺席的情況下，連續六個月缺席董事會會議，且其替任董事（如有）於該期間並無代其出席會議，並因此遭董事會通過決議案將其撤職；
user: Please translate the following sentence from English to Chinese: The said notice shall not be issued earlier than the next day after the issue of the notice of the meeting at which directors will be elected, and shall not be later than seven days before the date of the said meeting .

assistant: 該等通知不得早於發出有關進行董事選舉的會議通知後翌日，亦不得遲於該會議舉行日期前之七日提交。
user: Please translate the following sentence from English to Chinese: “Companies Law” means the Companies Law (as revised) of the Cayman Islands as amended from time to time and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or the Articles of Association;

assistant: 「公司法」指開曼羣島不時修訂之公司法（經修訂）及當時在開曼羣島有效併爲適用或影響本公司、組織章程大綱及╱或組織章程細則之（不時修改的）每條其他法律、令狀規例或具有法定效力之其他文書；
user: Please translate the following sentence from English to Chinese: Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or alternate Directors and for this purpose a facsimile signature of a Director or an alternate Director shall be treated as valid.

assistant: 有關決議案內容可載入一份文件或數份相同文件並由一名或以上董事或替任董事簽署，就此而言，董事或替任董事的複印簽署應視爲有效。
user: Please translate the following sentence from English to Chinese: A call may be made payable either in one sum or by instalments.

assistant: 催繳股款可規定一次付清或分期繳付。
user: Please translate the following sentence from English to Chinese: A shareholder who intends to attend the general meeting shall deliver to the Company his/her/its written reply 20 days before the date of the meeting.

assistant: 擬出席股東大會的股東，應當於會議召開二十日前，將出席會議的書面回覆送達公司。
user: Please translate the following sentence from English to Chinese: (i) any contract or arrangement for the giving by the Company to such Director or his associate(s) any security or indemnity in respect of money lent by him or any of his associates or obligations incurred or undertaken by him or any of his associates at the request of or for the benefit of the Company or any of its subsidiaries;

assistant: ( i ) 對董事或其聯繫人應本公司或其任何附屬公司的要求或爲本公司或其任何附屬公司的利益，而由董事或其聯繫人借出的款項或產生或承擔的義務，本公司給予該董事或其聯繫人的任何抵押或彌償的合約或安排；
user: Please translate the following sentence from English to Chinese: (4) be responsible for the communications between the internal audit and the external audit;

assistant: （四）負責內部審計與外部審計之間的溝通；
user: Please translate the following sentence from English to Chinese: 17) to consider and approve share incentive schemes;

assistant: （十七）審議股權激勵計劃；
user: Please translate the following sentence from English to Chinese: "transfer office" shall mean the place where the principal register is situate for the time being;

assistant: 「過戶處」指股東名冊總冊當時所在地點；
user: Please translate the following sentence from English to Chinese: (2) conversion into capital.

assistant: (二)轉增資本。
user: Please translate the following sentence from English to Chinese: For the purpose of this Article, related company means any company which is the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company.

assistant: 在本條中，有關連公司指本公司之附屬公司或控股公司、或指本公司之控股公司之附屬公司。
user: Please translate the following sentence from English to Chinese: Share qualification of Directors or alternate Directors

assistant: 董事或候補董事的合資格股份
user: Please translate the following sentence from English to Chinese: 10) to be responsible for administering and keeping the Company’s register of members, register of the directors, records of shareholdings of major shareholders and directors and list of the holders of the outstanding debentures of the Company in issue;

assistant: （十）負責管理和保存公司股東名冊資料、董事名冊、大股東的持股數量和董事股份的記錄資料，以及公司發行在外的債券權益人名單。
user: Please translate the following sentence from English to Chinese: (v) if the shares are transferred to joint holders, the number of the joint holders so registered shall not exceed 4;

assistant: （五）如股份擬轉讓予聯名持有人，則聯名登記的股東人數不得超過4 名；
user: Please translate the following sentence from English to Chinese: Directors who have not completed their terms of office may be removed by ordinary resolutions at the general meeting of shareholders in accordance with requirements of the laws and administrative regulations (however their entitlement to compensation provided in any contract shall not be affected).

assistant: 股東大會在遵守相關法律和行政法規規定的前提下，可以以普通決議的方式將任何任期未屆滿的董事罷免 (但依據任何合同可提出的索償要求不受此影響)。
user: Please translate the following sentence from English to Chinese: The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit.

assistant: 委託書須視爲賦有授權要求或共同要求進行投票且受委代表可酌情就於大會（就此發出委託書）上提呈有關決議案的任何修訂投票。
user: Please translate the following sentence from English to Chinese: "Seal" shall mean the common seal of the Company and any one or more facsimile seals from time to time of the Company for use in the Cayman Islands or in any place outside the Cayman Islands;

assistant: 「印章」指在開曼羣島或開曼羣島境外任何地方使用的本公司法團印章或本公司不時使用的任何一個或多個印章摹印本；
user: Please translate the following sentence from English to Chinese: L. Butterfield Registrar of Companies

assistant: L. Butterfield 公司註冊處處長
user: Please translate the following sentence from English to Chinese: The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other assets upon which there is a liability.

assistant: 清盤人在獲得同樣批准的情況下，將任何部分資產交予清盤人在獲得同樣批准的情況下認爲適當的信託人，由信託人以信託方式代股東持有，惟不得強迫股東接受任何負有債務的股份或其他資產。
user: Please translate the following sentence from English to Chinese: (ii) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled;

assistant: (ii) 本條細則任何規定不得詮釋爲就於上述日期前銷燬任何該等文件或在任何情況下不符合上文第(i)條規定而對本公司施加任何責任；
user: Please translate the following sentence from English to Chinese: (3) To borrow or raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit, and in particular by mortgages, or other charges upon the undertaking and all or any of the property and assets (present and future) and the uncalled or unpaid capital of the Company, or by the creation and issue on such terms and conditions as may be thought expedient of debentures or debenture stock, perpetual or otherwise, or other securities of any description.

assistant: (3) 以任何可能認爲合適的方式借入或籌措款項，併爲本公司任何債項或債務或對本公司具約束力之任何債項或債務作出保證或解除，尤其是藉此將本公司業務及全部或任何部分的財產和資產（現時的及將來的）及未催繳或未繳足資本進行按揭或其他押記，或按可能認爲權宜之條款及條件藉設定和發行永久或其他形式的債權證或債權股證或任何類別證券以達上述目的。
user: Please translate the following sentence from English to Chinese: All the limitations, restrictions and provisions of these Articles 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 or bankruptcy or winding-up of the member had not occurred and the notice or transfer were a transfer executed by such member.

assistant: 本章程細則有關轉讓權及股份轉讓登記之所有限制、約束及條文，將適用於任何上述之通知或轉讓，猶如有關股東並未身故或破產或清盤而該通知或轉讓乃該股東所發出或籤立。
user: Please translate the following sentence from English to Chinese: (3) Any reference in these Bye-laws to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Bye-law. WRITTEN RESOLUTIONS OF MEMBERS 85.

assistant: (3) 凡本細則中所指由屬於公司身份的股東正式授權的代表，意即按照本條細則規定的條文獲授權的代表。 股東書面決議案 85.
user: Please translate the following sentence from English to Chinese: (2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company.

assistant: (2) 在建議派付任何股息前，董事會可從本公司利潤中提撥其決定的款項作爲儲備。 該款項將按董事會酌情決定用於本公司利潤的適當用途，而在作上述用途之前，可按董事會酌情決定用於本公司業務或投資於董事會不時認爲合適的投資項目，因此無須把構成儲備的投資與本公司任何其他投資分開或獨立處理。
user: Please translate the following sentence from English to Chinese: Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) (if the Company shall be wound up and the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid‐up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

assistant: 在任何一類或多於一類別股份當其時所附的有關清盤時 可供分配的剩餘資產的分配的任何特別權利、特權或限制的規限下，(i) (若本公司須予清盤及可供在本公司成員之間分配的資產超過償還清盤開始之時已繳付的全部資本所需的資產，多餘資產應按該等成員各自持有的股份的已繳付金額的比例在他們之間按同一比例分配，及(ii) 若本公司須予清盤，及可供在成員之間分配的資產不足以償還全部的已繳付資本，該等資產的分配應使成員儘量按清盤開始之時就他們各自持有的股份已繳付或應已繳付的資本的比例承擔損失。
user: Please translate the following sentence from English to Chinese: (4) when jointly proposed by more than half of the independent Directors;

assistant: （四）二分之一以上獨立董事聯名提議時；
user: Please translate the following sentence from English to Chinese: Article 255 Save for under the following circumstances, the Bank shall not directly or indirectly provide loans or loan guarantee to the Directors, Supervisors, President and other members of senior management of the Bank;

assistant: 第二百五十五條除下述情形外，本行不得直接或者間接向本行的董事、監事、行長和其他高級管理人員提供貸款、貸款擔保；
user: Please translate the following sentence from English to Chinese: (2) the right to propose, convene and preside over, to attend or appoint a proxy to attend general meetings and to exercise the voting right thereat according to the proportion of the shares held;

assistant: （二）依法請求、召集、主持、參加或委派股東代理人蔘加 股東會議，並依照其所持有的股份份額行使表決權；
user: Please translate the following sentence from English to Chinese: (5) It shall provide to the shareholders the information and explanation necessary for them to make a wise decision on the matters to be discussed.

assistant: （五）向股東提供爲使股東對將討論的事項作出明智決定所需要的資料及解釋；
user: Please translate the following sentence from English to Chinese: and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto;

assistant: 而彼等均毋須對其他人士或彼等當中其他人士之行爲、收據、疏忽或違責或爲符合規定而共同作出之收據負責，亦毋須對本公司爲安全託管而將或可將任何款項或動產物品存放於其中之任何銀行家或其他人士、任何抵押品不足或缺漏而須以本公司任何款項或物品作配售或投資、在執行彼等各自職務或受託之職責或與之有關之事項中可能出現之任何其他損失、不幸情況或損害負責，惟此彌償保證並不延伸至與上述人士之任何故意疏忽、故意失責、欺詐或不誠實行爲有關之任何事項。