billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: and (iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve (as defined below)) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis;

assistant: 及 (iv) 現金選項未被適當行使的股份（「無行使選項股份」）而言，有關股息（或按上文所述藉配發股份支付的該部分股息）不得以現金支付，而爲支付該股息，須基於如上所述決定的配發基準向無行使選項股份的持有人以入賬列爲繳足方式配發有關類別的股份，而就此而言，董事會應把其決定的任何部分本公司未分配溢利（包括轉入任何儲備或其他特別賬目、股份溢價賬、資本贖回儲備作爲進賬的溢利，但認購權儲備（定義見下文）除外）撥充資本及予以運用，該筆款項按此基準可能須用於繳足該等向無行使選項股份的持有人配發及分派的有關類別股份的適當股數；
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: 清盤人可在獲得同樣授權的情況下，將任何部分資產交予清盤人（在獲得同樣授權的情況下）認爲適當而爲股東利益設立的信託的受託人，本公司的清盤即時結束，本公司解散，惟不得強迫出資股東接受任何負有債務的股份或其他財產。
user: Please translate the following sentence from English to Chinese: Meeting minutes, together with the signature register of attending Shareholders and power of attorney of attending proxies, shall be kept at the domicile of the Company.

assistant: 會議記錄連同出席股東的簽名簿及代理出席的委託書，應當在公司住所保存。
user: Please translate the following sentence from English to Chinese: (V) To demand repayment of interest earned or which may have been earned by such director, supervisor, general manager and other senior officer on monies that should have been paid to the Company.

assistant: （五）要求有關董事、監事、總經理和其他高級管理人員退還因本應交予公司的款項所 賺取的、或者可能賺取的利息。
user: Please translate the following sentence from English to Chinese: 3. The capital of the Company at the date of the adoption of these Articles is HK$400,000,000.00 divided into 4,000,000,000 shares of HK$0.1 each.

assistant: 3. 於採納該此等細則當日，本公司之股本爲 400,000,000.00港元，分爲4,000,000,000股每股面值0.1 港元之股份。
user: Please translate the following sentence from English to Chinese: The Board may grant special remuneration to any Director who, being called upon, shall perform any special or extra services to or at the request of the Company.

assistant: 董事會或會對任何應本公司要求履行特別或額外服務之董事提供特別酬金。
user: Please translate the following sentence from English to Chinese: Cancellation of Redemption Application orders No Bullion shall be credited to any Participating Dealer’s unallocated account with the Custodian and, unless agreed by the Manager, no cash shall be paid in respect of any Redemption Application unless Units, which are the subject of the Redemption Application, have been delivered for redemption by the relevant deadline in accordance with the Operating Guidelines provided that the Manager may in its discretion extend the settlement period on such terms and conditions as the Manager may determine in accordance with the Operating Guidelines.

assistant: 取消贖回申請指示 概不會就任何贖回申請向任何參與經紀商在託管人處的非分配賬戶存入金條及（除非基金經理同意）不會支付任何現金，除非贖回申請涉及的基金單位已根據運作指引在有關的限期前交付以供贖回，惟基金經理可酌情按其可能根據運作指引釐定的該等條款和條件將結算期予以延期。
user: Please translate the following sentence from English to Chinese: Article 109 Where the general meeting of shareholders passes the proposal on cash dividends, bonus shares or conversion of capital reserves into share capital, the Company shall implement specific scheme within two months upon the general meeting is concluded.

assistant: 第一百零九條股東大會通過有關派現、送股或資本公積轉增股本提案的，公司將在股東大會結束後 2 個月內實施具體方案。
user: Please translate the following sentence from English to Chinese: (B) Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

assistant: (B) 倘任何該等會議紀錄指稱經由爲議事而舉行之會議之主席或下一次會議之主席簽署，則該等會議紀錄將爲任何該等議事程序之最終證據。
user: Please translate the following sentence from English to Chinese: 48 Dividends and Reserves.

assistant: 48 股息及儲備 .
user: Please translate the following sentence from English to Chinese: the announcement on the resolution of shareholders’ general meeting shall fully disclose the voting results from non-relevant shareholders.

assistant: 股東大會決議的公告應充分披露非關聯股東的表決情況。
user: Please translate the following sentence from English to Chinese: The period for lodgment of such notices shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.

assistant: 該等通告之提交期間由不早於寄發有關該推選之股東大會通告之日後起計至不遲於該股東大會舉行日期前七日止。
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) 轉讓文件僅與一個類別股份相關；
user: Please translate the following sentence from English to Chinese: A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

assistant: 董事會可決定全部或部分延後、延遲或撤回催繳，惟股東無權作出任何延後、延遲或撤回，惟獲得寬限及優待則另作別論。
user: Please translate the following sentence from English to Chinese: (4) to participate and coordinate fund raising in the capital markets;

assistant: （四）參與組織資本市場融資；
user: Please translate the following sentence from English to Chinese: A director may resign before the expiry of his/her tenure.

assistant: 董事可以在任期屆滿以前提出辭職。
user: Please translate the following sentence from English to Chinese: 7. other manners as recognized by securities regulatory authorities at the place of listing or as provided in these Articles of Association.

assistant: （七）公司股票上市地的證券監管機構認可的或本章程規定的其他方式。
user: Please translate the following sentence from English to Chinese: (7) for shareholders who object to the resolutions on a merger or a demerger of the Company made at a shareholders’ general meeting, the right to require the Company to purchase their shares;

assistant: （七）對股東大會作出的公司合併、分立決議持異議的股東，要求公司收購其股份；
user: Please translate the following sentence from English to Chinese: Except as otherwise provided for in this section, the provisions in Section 1 of this chapter shall apply to independent directors.

assistant: 除本節另有規定外，獨立董事適用本章第一節的規定。
user: Please translate the following sentence from English to Chinese: (6) to make proposals to the 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 demand for a poll may be withdrawn, with the consent of the Chairman, at any time before the close of the meeting at which the poll was demanded or the taking hands of the poll, whichever is the earlier.

assistant: 在大會主席批准下，投票表決要求方可於有關大會結束前或表決前（以較早者爲準）隨時被撤回。
user: Please translate the following sentence from English to Chinese: and (b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

assistant: 及 (b) 聲明倘不遵守該通告，則被催繳股款之股份須予沒收。
user: Please translate the following sentence from English to Chinese: (iii) during the said period of 12 years and the period of three months following the publication of the said advertisements the Company shall have received indication neither of the whereabouts nor of the existence of such member or person;

assistant: (iii) 於上述 12 年期間及於刊登上述廣告後三個月期間內，本公司並無接獲任何有關該股東或人士所在地點或存在之消息；
user: Please translate the following sentence from English to Chinese: (v) the inquiries, opinions and suggestions from the shareholders and the corresponding answers and explanations;

assistant: （五）股東的質詢意見或建議以及相應的答覆或說明；
user: Please translate the following sentence from English to Chinese: 17. Except as otherwise expressly provided by these Bye-Laws or as Trusts of shares required by law or as ordered by a court of competent jurisdiction, not recognized no person shall be recognised by the Company as holding any share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other right or claim to or in respect of any shares except an absolute right to the entirety thereof of the registered holder.

assistant: 17. 除非本細則另有明文規定或除非按法律要求或按有適當管轄權法庭不承認以信託方 的命令，否則本公司不承認任何人以信託方式持有任何股份，且除式持有股份非在以上所述的情況下，本公司毋須或以任何方式被要求承認任何股份或碎股中的任何衡平法、或有、將有部份的任何權利，或有關股份旳任何其他權利，或任何人就該等股份提出的任何其他權利要求（即使就其發出通知），除非是登記持有人對整體股份的絕對權利。
user: Please translate the following sentence from English to Chinese: (2) the time limit of the meeting;

assistant: （一）會議日期和地點；
user: Please translate the following sentence from English to Chinese: The aforesaid shall not apply to the change in shareholding due to judicial enforcement, heritage, legacy and division of properties under laws.

assistant: 因司法強制、繼承、遺贈、依法分割財產等導致股份變動的除外。
user: Please translate the following sentence from English to Chinese: If the Company shall be wound up, the surplus assets remaining after payment of all creditors shall be divided among the members in proportion to the capital paid up on the shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they 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 on the shares held by them respectively, but all subject to the rights of any shares which may be issued on special terms and conditions.

assistant: 倘本公司須予清盤，則向所有債權人付款後餘下的剩餘資產，應在股東間按其就各自持有股份所繳付之股本比例分發，如該等剩餘資產不足以償付全部的繳付資本，其應予以供款，且在按特殊條款及條件發行之任何股份之權利的規限下，損失應由股東按其就各自持有股份所繳付之股本比例承擔，惟一切須遵守可能根據特殊條款及條件而予以發行之任何股份之權利。
user: Please translate the following sentence from English to Chinese: (VIII) Other issues that the attending directors think should be included into the minutes.

assistant: （八）與會董事認爲應當記載的其他事項。
user: Please translate the following sentence from English to Chinese: (vi) make provision for the issue and allotment of shares which do not carry any voting rights;

assistant: (vi) 就發行及配發不附帶任何投票權的股份訂立規定；
user: Please translate the following sentence from English to Chinese: However, if the Company has only promoter shareholder(s), the provisions of the previous clause regarding the notice and reply deadline can be waived provided agreed in writing by all the promoter shareholder(s).

assistant: 但是，當公司只有發起人股東時，經公司全體發起人股東書面同意，前款有關通知及回覆期限的規定可以豁免。
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 or more relevant Members.

assistant: 該項決議案可由相同形式之若干文件組成，而每份文件均須由一名或以上有關股東簽署。
user: Please translate the following sentence from English to Chinese: (5) require the relevant Directors, Supervisors, the general manager or other senior management to surrender interests earned or likely to be earned from monies payable to the Company.

assistant: （五）要求有關董事、監事、總經理和其他高級管理人員退還因本應交予公司的款項所賺取的、或者可能賺取的利息。
user: Please translate the following sentence from English to Chinese: Article 183 Where the Company undergoes division, its assets shall be split up accordingly.

assistant: 第一百八十三條 公司分立，其財產應當作相應的分割。
user: Please translate the following sentence from English to Chinese: Article 70 Any shareholder entitled to attend and vote at a general meeting shall have the right to appoint one (1) or more persons (not necessarily shareholders) as his/her/its proxy or proxies to attend and vote on his/her/its behalf.

assistant: 第七十條 任何有權出席股東會議並有權表決的股東, 有權委任一人或者數人(該人可以不是股東) 《必備條款》作爲其股東代理人, 代爲出席和表決。
user: Please translate the following sentence from English to Chinese: (6) to assume the responsibility of preserving confidentiality relating to the information disclosure of the Company, establish the confidential system, urge directors, supervisors, President and other senior officers and other insiders to treat as confidential the information of the Company before disclosure, and take remedial action immediately and report to the stock exchange should leakage of inside information occurs;

assistant: （六）負責與公司信息披露有關的保密工作，制訂保密措施，促使董事、監事、總裁和其他高級管理人員以及相關知情人員在信息披露前保守祕密，並在內幕信息泄漏時及時採取補救措施，同時向證券交易所報告；
user: Please translate the following sentence from English to Chinese: REGISTER OF SHAREHOLDERS AND SHARE CERTIFICATES Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any Share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or any interest in any fractional part of a Share or any other right or claim to or in respect of any Shares except an absolute right to the entirety thereof of the registered holder.

assistant: 股東登記冊及股票 除本細則或法律所規定或具司法管轄權的法院頒令所規定者外，本公司不會承認任何人士以任何信託方式持有任何股份，而（除上述規定外）本公司不應以任何方式被約束或強迫認可（即使已接獲有關通知）任何股份中的衡平法權益、或有權益、未來或部分權益、或股份中的任何零碎股份部分的任何權益、或有關任何股份的任何其他權利或索賠，但登記持有人對該股份全部的絕對權利除外。
user: Please translate the following sentence from English to Chinese: In this Article, the Director or his associate entitled to “material interest” shall mean that the Director or his associate owns 5% or more of the interest in such contract, transaction or arrangement.

assistant: 本條中，董事或其聯繫人士享有「重大權益」指該名董事或其聯繫人土擁有該合約，交易或安排5%或以上的權益。
user: Please translate the following sentence from English to Chinese: When accounts to be deemed settled

assistant: 當賬目被視作已結算的
user: Please translate the following sentence from English to Chinese: (5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be \n- 44 - payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

assistant: (5) 就任何類別股份宣派股息的決議，不論是本公司股東大會決議或董事會決議，均可訂明該股息應付予或分派予於某一日期收市後登記爲該等股份持有人的人士，儘管該日期可以是在通過決議之日前，就此，股息應按照各自的登記持股量派付或分派，但不損害任何該等股份的轉 \n- 44 - 讓人及受讓人就該股息的權利。
user: Please translate the following sentence from English to Chinese: An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Bye-laws.

assistant: 除上述者外，替任董事不得有權因公司細則而擔任董事或視作董事。
user: Please translate the following sentence from English to Chinese: (viii) any proposal concerning the adoption, modification or operation of any share 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 or its associated companies under which the Director or his associate(s) may benefit.

assistant: (viii) 有關採納、修訂或實行任何股份計劃之任何建議，而該股份計劃涉及由本公司向本公司或其附屬公司或其聯營公司之僱員或爲彼等之利益發行股份或其他證券或就此授予購股權，且董事或其聯系人士根據該股份計劃可能受益。
user: Please translate the following sentence from English to Chinese: The provisions of the Articles of Association relating to the conduct of any general meeting of shareholders shall apply to any class meeting.

assistant: 類別股東會議應當以與股東大會盡可能相同的程式舉行，本章程中有關股東大會舉行程式的條款適用於類別股東會議。
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) 倘彼未向董事會特別告假而連續六個月缺席董事會會議，而其間其替任董事（如有）未代替其出席會議，且董事會議決因此等缺席而將其撤職。
user: Please translate the following sentence from English to Chinese: to appoint or dismiss other senior management including Vice President, Chief Finance Officer, Chief Operating Officer, Chief Investment Officer and Investment Banking Director based on the nominations of President and to determine their remuneration and penalties;

assistant: 根據總裁的提名，聘任或者解聘公司副總裁、財務負責人、首席營運官、首席投資官、投資銀行總監等高級管理人員；
user: Please translate the following sentence from English to Chinese: the declaration and sanctioning of Dividends;

assistant: 宣佈及批准股息；
user: Please translate the following sentence from English to Chinese: However, where the dividend warrant is undelivered to the addressee and returned, the Company may also exercise such right.

assistant: 然而，如股息券在初次未能送達收件人而遭退回後，公司亦可行使此項權力。
user: Please translate the following sentence from English to Chinese: Section 2 Independent Directors Article 125 Independent directors of the Company refer to directors who do not take up any position in the Company other than serving as directors and do not have any connection with the Company and its substantial shareholders that is likely to affect their independent and objective judgment.

assistant: 第二節獨立董事 第一百二十五條公司獨立董事是指不在公司擔任除董事外的任何其他職務，以及與公司及主要股東不存在可能影響其進行獨立客觀判斷的關係的董事。
user: Please translate the following sentence from English to Chinese: a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59;

assistant: 由不少於有投票權的股東四分之三根據章程細則第 59 條於正式發佈通知的股東大會上親身或（倘股東爲公司）由正式授權代表或代理（若允許使用代理）投票通過的決議將爲特別決議；
user: Please translate the following sentence from English to Chinese: The board meeting may be held if more than half of the directors who have no relevant interest in the resolutions attend. Resolutions made by the board of director’s meeting shall be passed by more than half of the votes of the directors who have no relevant interest in the resolutions.

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 verbal voting by a director shall have the same effect as signing in the voting sheet, provided that there is no discrepancy between the opinions expressed by such director in completing signing procedure and the opinions orally expressed by him during the meeting.

assistant: 董事的口頭表決具有與書面簽字同等的效力，但事後的書面簽字必須與會議上的口頭表決相一致。
user: Please translate the following sentence from English to Chinese: 3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.

assistant: 3. 除以下組織章程大綱條款另有規定外，本公司成立的宗旨並無限制。
user: Please translate the following sentence from English to Chinese: If his appointor is for the time being absent from Hong Kong or otherwise not available or unable to act, his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor.

assistant: 如其委任人當時不在香港或基於其他原因未能抽空出席或未能履行其職務，則其於任何董事局決議案的簽署如同其委任人的簽署般具有同等效力。
user: Please translate the following sentence from English to Chinese: The Board, independent directors and shareholders who meet the relevant requirements may collect votes from shareholders.

assistant: 公司董事會、獨立董事和符合相關規定條件的股東可以公開徵集股東投票權。
user: Please translate the following sentence from English to Chinese: 5. being responsible for the listed company’s insider registration and filing;

assistant: 5.負責上市公司內幕知情人登記報備工作；
user: Please translate the following sentence from English to Chinese: (3) provision of a loan or conclusion of a contract under which the obligations of the Company are to be fulfilled prior to the obligations of the other parties to the contract, or a change in the parties to such loan or contract as well as the assignment of rights under such loan or contract;

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: (c) Any notice served by advertisement shall be deemed to have been served on the day of issue of the official publication and/or newspaper(s) in which the advertisement is published (or on the last day of issue if the publication and/or newspaper(s) are published on different dates).

assistant: (c) 任何以廣告方式送達之通知，將被視爲已於刊登廣告之官方刊物及／或報章刊發之日（或如刊物及／或報章之刊發日期不同，則爲最後刊發之日）送達。
user: Please translate the following sentence from English to Chinese: (2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

assistant: (2) 本公司可存置一份海外或本地或居於任何地方的其他股東名冊分冊，而董事會可就存置上述任何股東名冊及就其存置維持過戶登記處，決定訂立或修訂有關規例。
user: Please translate the following sentence from English to Chinese: 155.2 the names of the Directors present at each meeting of the Board and of committees appointed pursuant to Article 152;

assistant: 155.2 根據章程細則第152條出席每次董事會會議及董事委員會會議的董事名單；
user: Please translate the following sentence from English to Chinese: (4) relevant shares certificates shall be provided, together with the evidence as reasonably required by the Board of Directors showing that the transferor is entitled to transfer the shares;

assistant: （四）應當提供有關的股票，以及董事會所合理要求的證明轉讓人有權轉讓股份的證據；
user: Please translate the following sentence from English to Chinese: The convener shall issue a supplementary notice of the shareholders’ general meeting with the content of such provisional proposals. upon review and satisfaction that such provisional proposals comply with the provisions in Article 80 of these Articles, within two days after receipt thereof.

assistant: 召集人應當在收到提案後兩日內審覈臨時提案符合本章程第八十條規定後，發出股東大會補充通知，公告臨時提案的內容。
user: Please translate the following sentence from English to Chinese: If a shareholder whose share certificate of overseas listed foreign shares has been lost applies to the Company for a replacement new share certificate, it may be dealt with in accordance with the laws, rules of the stock exchange or other relevant provisions of the place where the original register of holders of overseas listed foreign shares is maintained.

assistant: 境外上市外資股股東遺失股票，申請補發的，可以依照境外上市外資股股東名冊正本存放地的法律、證券交易場所規則或者其他有關規定處理。
user: Please translate the following sentence from English to Chinese: 8. to study other major issues affecting the development of the Company and to make recommendations to the board of directors;

assistant: 8. 對其他影響公司發展的重大事項進行研究，並向董事會提出建議；
user: Please translate the following sentence from English to Chinese: No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

assistant: 委任代表文件於其內指定的籤立日期起計十二(12)個月屆滿後即告失效，惟原訂於由該日起十二(12)個月內舉行大會的續會或於大會或續會上要求作出投票則除外。 交回委任代表文件後，股東仍可親自出席所召開的大會並於會上投票，在此情況，委任代表文件視爲已撤銷。