billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person (or in the case of a Member being a corporation by its duly authorised representative) or by proxy shall form a quorum for all purposes.

assistant: (2) 股東大會議程開始時如無足夠法定人數出席，則除委任大會主席外，不可處理任何事項。 兩(2)名有權表決並親身出席之股東或受委代表或（如股東爲公司）其正式授權代表即組成處理任何事項之法定人數。
user: Please translate the following sentence from English to Chinese: The officer in charge of internal audit shall be accountable to the Board and report his work to the same.

assistant: 審計負責人向董事會負責並報告工作。
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 Directors, his associates 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) 有關採納、修訂或運作與本公司或其任何附屬公司的董事、其聯系人及僱員有關的退休金或退休、身故或傷殘福利計劃，且並無就任何董事或其聯系人提供該計劃或基金的相關人士一般無權享有的任何特權或利益；
user: Please translate the following sentence from English to Chinese: (I) to make a repurchase offer in proportion to respective shareholdings of all shareholders;

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: 38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines.

assistant: 38. 股份被沒收之人士將不再爲被沒收股份的股東，惟仍有責任向本公司支付於沒收之日應就該等股份付予本公司的全部款項，連同（倘董事酌情決定要求）由沒收之日至付款日期止期間的有關利息，息率由董事會釐定，惟不得超過年息二十釐 (20%)。
user: Please translate the following sentence from English to Chinese: Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

assistant: 倘任何董事應要求爲本公司前往海外公幹或居留或提供任何董事會認爲超逾董事一般職責的服務，則董事會可決定向該董事支付額外酬金（無論以薪金、佣金、分享溢利或其他方式支付），作爲任何其他細則所規定或根據任何其他細則規定的一般酬金以外或替代該一般酬金的額外酬勞。
user: Please translate the following sentence from English to Chinese: Shares issued upon the incorporation of the Company The Company was incorporated on 12 February 1973 with 2 issued shares.

assistant: 公司成立初始的承購股份 公司於 1973 年 2 月 12 日註冊成立，成立初始的承購股份爲 2 股。
user: Please translate the following sentence from English to Chinese: In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

assistant: 就正式提呈爲特別決議案之決議案而言，其修訂（僅就更正明顯錯誤之文書修訂除外）可於任何情況下予以考慮或進行投票。
user: Please translate the following sentence from English to Chinese: (1) the session of the meeting, time, venue and form of the meeting;

assistant: （一）會議屆次和召開的時間、地點、方式；
user: Please translate the following sentence from English to Chinese: do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

assistant: 謹此分別同意承購本公司臨時董事可能分別向吾等配發之本公司股份數目，該數目不得超逾吾等各自認購之股份數目，並同意繳清本公司董事、臨時董事或發起人就已向吾等配發之股份作出的催繳股款。
user: Please translate the following sentence from English to Chinese: 48. (1) The Board may, in its absolute discretion, and without giving any reason therefore, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four (4) joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

assistant: 48. (1) 董事會可全權酌情決定及在毋須申述任何理由之情況下，拒絕登記轉讓任何股份（並非繳足股份）予董事會不批准之人士，或拒絕登記根據任何僱員獎勵計劃發行而轉讓仍受限制之任何股份之轉讓。 在不影響前述一般性之情況下，董事會亦可拒絕登記股份轉讓予超過四(4)名聯名持有人或本公司擁有留置權之任何股份（並非繳足股份）。
user: Please translate the following sentence from English to Chinese: (2) A private placement of shares;

assistant: (二) 非公開發行股份；
user: Please translate the following sentence from English to Chinese: (iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

assistant: (iii) 涉及要約發售（或由本公司發售）本公司或本公司籌辦或於其中擁有權益的任何其他公司的股份或公司債券或其他證券以供認購或購買的任何合約或安排，而董事或其緊密聯繫人士在要約發售的包銷或分包銷中以參與者身分擁有權益；
user: Please translate the following sentence from English to Chinese: (iv) no more than 3 years have lapsed since the date of cancellation of the business license and winding-up of a company or enterprise on account of illegal business operations where the person served as the legal representative and was personally liable;

assistant: （四）擔任因違法被吊銷營業執照、責令關閉的公司、企業的法定代表人，並負有個人責任的，自該公司、企業被吊銷營業執照之日起未逾3年；
user: Please translate the following sentence from English to Chinese: Article 163

assistant: 第一百六十三條
user: Please translate the following sentence from English to Chinese: The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded.

assistant: 如果要求以投票方式表決的事項是選舉主席或者中止會議，則應當立即進行投票表決；
user: Please translate the following sentence from English to Chinese: H shares refer to the overseas listed foreign shares of the Company listed on the Stock Exchange of Hong Kong Limited (hereinafter referred to as “SEHK”) with the par value marked in RMB, purchased and traded in HKD.

assistant: 公司在香港聯合交易所有限公司（簡稱“香港聯交所”）上市的以人民幣標明股票面值，以港幣認購和進行交易的境外上市外資股，簡稱爲 H 股。
user: Please translate the following sentence from English to Chinese: Article 138. The Company shall establish and perfect the voting system for public shareholders in respect of significant issues.

assistant: 第一百三十八條公司建立和完善社會公衆股股東對重大事項的表決制度。
user: Please translate the following sentence from English to Chinese: The minutes of meeting shall be prepared for shareholders’ general meetings and shall include the following contents:

assistant: 股東大會會議記錄應記載以下內容：
user: Please translate the following sentence from English to Chinese: 5. The authorized share capital of the Company is $100,000.00 dividend into shares of H.K. ten cents each.

assistant: 5. 本公司的法定股本爲 100,000.00 港元，分爲每股面值 0.10 港幣的股份。
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) 如送達或以郵遞方式送遞，適當時用空郵，該信封載有該通知或其他文件，妥善地預付郵資及寫上地址及投寄，將視爲投寄當日後一日已送達或送遞。
user: Please translate the following sentence from English to Chinese: Directors may authorise any person to enter into on behalf of all shareholders interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

assistant: 董事可授權任何人士代表全體受益股東就有關資本化及附帶事宜與本公司訂立一份協議，根據該授權訂立的任何協議將對所有相關人士有效並具有約束力。
user: Please translate the following sentence from English to Chinese: 29. The notice shall name a further day (not being less than fourteen days from the date of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that in the event of non-payment on or before the day and at the place appointed, the shares in respect of which such call was made or instalment is payable will be liable to be forfeited.

assistant: 29. 該通知須指明另一付款期限（不早於發出通知後十四日），並列明付款地點。 該通知須表明若仍未能在指定日期或之前及地點付款，則有關應付之催繳股款或分期股款之股份可遭沒收。
user: Please translate the following sentence from English to Chinese: Where a general meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Board.

assistant: 倘股東大會被無限期延期，舉行續會的時間及地點須由董事會決定。
user: Please translate the following sentence from English to Chinese: If the statutory reserve fund is not sufficient to cover the losses made in the previous year, the profits of the current year shall be used to cover such losses before any allocation to the statutory reserve fund is made in accordance with the provisions of the previous paragraph.

assistant: 本行的法定公積金不足以彌補以前年度虧損的，在依照前款規定提取法定公積金之前，應當先用當年利潤彌補虧損。
user: Please translate the following sentence from English to Chinese: (2) Changes in circumstances of the Company that causes inconsistencies in these Articles;

assistant: （二）公司的情況發生變化，與章程記載的事項不一致；
user: Please translate the following sentence from English to Chinese: (iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded;

assistant: (iii) 選擇權可就全部或部分已獲授選擇權的該部分股息行使；
user: Please translate the following sentence from English to Chinese: Each supervisor shall have one (1) vote.

assistant: 每一位監事享有一票表決權。
user: Please translate the following sentence from English to Chinese: (7) to consider and approve the Company's profit distribution proposals and proposals for making up losses;

assistant: (七) 審議批准公司的利潤分配方案和彌補虧損方案；
user: Please translate the following sentence from English to Chinese: Article 265  The minutes of the Board of Supervisors shall include the following:

assistant: 第二百六十五條監事會會議記錄包括以下內容：
user: Please translate the following sentence from English to Chinese: (7) The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).

assistant: (7) 本公司可不時於股東大會上透過普通決議案增加或削減董事數目，惟不得令董事數目少於兩 (2)位。
user: Please translate the following sentence from English to Chinese: The Secretary shall be appointed by the Board for such term, at such remuneration Appointment and upon such conditions as it may think fit, and any Secretary so appointed may, of Secretary without prejudice to his right under any contract with the Company, be removed by the Board. Anything by the Companies Law or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specifically on behalf of the Board.

assistant: 董事會按其認爲適合的任期、酬金及條件委任祕書，而在不違委任祕書反祕書與本公司所訂立合約所載權利的情況下，董事會可罷免按此委任的祕書。 倘祕書從缺或基於任何其他理由而未能履行職務，則公司法或細則規定或授權祕書辦理或對祕書作出的任何事宜，可由助理或副祕書代理，而倘無助理或副祕書可履行職務，則可由獲董事會一般或特別授權之本公司任何高級人員代理。
user: Please translate the following sentence from English to Chinese: (6) to represent the Company in negotiating with the directors or taking legal proceedings against the directors;

assistant: (六)代表公司與董事交涉或者對董事起訴；
user: Please translate the following sentence from English to Chinese: The Company shall establish its financial accounting system according to the laws, Mandatory Provision administrative regulations and the PRC accounting rules issued by the financial department of the Article 130

assistant: 《必備條款》第130條 定本公司的財務會計制度。
user: Please translate the following sentence from English to Chinese: Txhe meetings and proceedings of any such committee consisting of two or more Proceedings of committee members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Article 137.

assistant: 由x 兩名或以上成員組成的任何委員會之會議及議事程序，應受本細則中有關規管董事會會議及議事程序的規例（只要有關規例爲適用）所規限，而且不得被董事會根據細則第137條所實施的任何規例所取代。
user: Please translate the following sentence from English to Chinese: 5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

assistant: 5. 除非已獲正式取得執照，否則本章程大綱不容許本公司經營須根據開曼羣島法例取得執照的業務。
user: Please translate the following sentence from English to Chinese: (a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

assistant: (a) 已就股份轉讓向本公司支付任何指定證券交易所規定須予支付之最高數額或董事會不時釐定之較低數額費用；
user: Please translate the following sentence from English to Chinese: (i) the annual audited financial statements of the Trust, the Company and the Trustee-Manager, together with the applicable directors’ reports;

assistant: (i) 信託、本公司及託管人 - 經理的年度經審覈財務報表，連同相關的董事會報告；
user: Please translate the following sentence from English to Chinese: 9. Any new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Statutes and of these Bye-laws, as the Board shall determine;

assistant: 9. 發行任何新股時，必須按議決增設新股的股東大會所指示遵從指定條款與條件及附帶指定權利和特權。
user: Please translate the following sentence from English to Chinese: Directors shall be responsible for the resolutions of the board of directors.

assistant: 董事應當對董事會的決議承擔責任。
user: Please translate the following sentence from English to Chinese: The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

assistant: 董事會可授權任何人士代表全體享有權益的股東與本公司訂立協議，訂明該撥充資本事宜及附帶事宜，而根據此授權訂立的任何協議均具有效力及對所有有關方具約束力。
user: Please translate the following sentence from English to Chinese: The provisions of this Bye-law shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members. RESERVES 147.

assistant: 本條細則條文在經必要變動後須適用於本公司向股東作出之紅利發行、資本化發行、已變現資本溢利分派或發售或批授。 儲備金 147.
user: Please translate the following sentence from English to Chinese: to formulate and execute policies relating to engagement of external auditor for non-audit services;

assistant: 就外聘審計師提供非審計服務制定政策，並予以執行；
user: Please translate the following sentence from English to Chinese: If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the sanction of a special resolution and any other sanction required by the Companies Ordinance, divide among the members in specie or kind the whole or any part of the assets of the Company and whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members and the members within each class.

assistant: 倘本公司清盤﹙不論是自動清盤、在監督下清盤或法院下令清盤﹚，經特別決議案批准及獲得公司條例所規定之任何其他批准後，清盤人可將本公司全部或任何部分資產按其原樣或原物分發予股東，不論該等資產是否包含同一類或不同類別之財產，清盤人可就此爲按上述方式分派之任何一類或多類財產釐訂其認爲公平之價值，並可決定股東或不同類別股東之間或各類別內股東之間分發資產之方式。
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, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

assistant: 若其委任人當時不在香港或未能或無法行事，候補董事在其委任人作爲成員之一之董事會或董事會委員會任何書面決議案上之簽名應與其委任人之簽名同樣有效（其委任通知中有相反規定除外）。
user: Please translate the following sentence from English to Chinese: (2) The Members may, at any general meeting convened and held in accordance with these Articles, by special resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

assistant: (2) 股東可在依照章程細則召開及舉行的任何股東大會上藉特別決議案於該核數師任期屆滿前任何時間罷免該核數師，並在該會議上藉普通決議案委任另一核數師代替其履行餘下任期。
user: Please translate the following sentence from English to Chinese: (a) Whenever the Board or the Company in general meeting has resolved that a Scrip dividend Dividend be paid or declared on the share capital of the Company, the Board may further resolve, either:

assistant: (a) 倘董事會或本公司於股東大會上已議決就本公司股本派付或宣派股以股代息息，則董事會可進一步議決以下任何一項：
user: Please translate the following sentence from English to Chinese: (10) not to compete with the Company in any form unless with the informed consent of the shareholders given in shareholders’ general meeting;

assistant: （十）未經股東大會在知情的情況下同意，不得以任何形式與公司競爭；
user: Please translate the following sentence from English to Chinese: (iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

assistant: (iii) 涉及發售本公司或本公司發起或擁有權益的任何其他公司的股份或債權證或其他證券以供認購或購買的合約或安排，而董事或其聯繫人士在發售的包銷或分包銷中以參與者身份擁有或將擁有權益；
user: Please translate the following sentence from English to Chinese: The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

assistant: 董事會可隨時（就一般情況或就任何特定情況而言）放棄已產生的任何留置權或宣佈任何股份全部或部分豁免遵守本條的規定。
user: Please translate the following sentence from English to Chinese: (A) Whenever the Board or the Company in general meeting have resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve:

assistant: (A) 當董事會或本公司於股東大會議決就本公司股本派付或宣派股息時，董事會亦可繼而議決：
user: Please translate the following sentence from English to Chinese: (2) the convener of the meeting;

assistant: （二）會議召集人；
user: Please translate the following sentence from English to Chinese: (B) The Company may by Special Resolution reduce its authorised or issued share capital or any share premium account or other undistributable reserve in any manner authorised and subject to any conditions prescribed by the Statutes.

assistant: (B) 本公司可藉特別決議案，並在符合法規訂明的任何條件下，以任何獲授權方式削減其法定或已發行股本、任何股份溢價賬或其他未分派的儲備。
user: Please translate the following sentence from English to Chinese: Power to sub-divide shares

assistant: 再分拆股份的權力
user: Please translate the following sentence from English to Chinese: In the event of resignation, a director shall submit a resignation report in writing to the Board of Directors.

assistant: 董事辭職應向董事會提交書面辭職報告。
user: Please translate the following sentence from English to Chinese: All other extraordinary general meetings may be called by notice of not I-3 less than fourteen (14) clear days and not less than ten (10) clear business days.

assistant: I-3 其他股東特別大會可於發出不少於十四(14)個整日及不少於十(10)個完整營業日之通告後召開。
user: Please translate the following sentence from English to Chinese: (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

assistant: (1) 董事會可成立或同意或聯同其他公司（本公司的附屬公司或在業務上有聯繫的公司）成立及自本公司的資金中撥款至任何爲本公司僱員（此詞語在此段及下一段使用時包括任何在本公司或其任何附屬公司擔任或曾擔任行政職位或有報酬職位的董事或前董事）及前僱員及其家屬或任何一個或以上類別的該等人士提供退休金、疾病或恩恤津貼、人壽保險或其他福利的計劃或基金。
user: Please translate the following sentence from English to Chinese: 16.23 Where proposals are under consideration concerning the appointment (including fixing or varying the terms of or terminating the appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals shall be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not prohibited from voting under Article 16.22(a) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

assistant: 16.23 董事會在審議有關委任兩名或多名董事在本公司或本公司擁有權益的任何公司的職務或職位的建議（包括制定、更改委任條款或終止委任）時，需將建議區分處理並就每一名董事進行單獨考慮，於各種情況下，除有關本身委任的決議案外，各相關董事（在細則第 16.22(a) 條不禁止投票的前提下）均可就各項決議案投票（並算入法定人數）。
user: Please translate the following sentence from English to Chinese: (2) Where the Company has knowledge that any Member is, under the rules of the Designated Stock Exchange, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

assistant: (2) 倘本公司知悉任何股東根據指定證券交易所之規則須就本公司之某一項決議案放棄投票，或被限制僅可投票贊成或反對本公司某一項決議案，則該股東或其代表違反該項規定或限制所投下的任何票數將不予計算。
user: Please translate the following sentence from English to Chinese: handling domestic and overseas payment settlements;

assistant: 辦理國內、外結算；
user: Please translate the following sentence from English to Chinese: Article 92 The Board and the Board of Supervisors shall respond to or give explanation of the queries and suggestions from the shareholders.

assistant: 第九十二條　董事、監事、總裁和其他高級管理人員在股東大會上就股東的質詢和建議作出解釋和說明。
user: Please translate the following sentence from English to Chinese: (6) to represent the Company in negotiations with directors or in initiating legal proceedings against directors, president and other senior management officers in accordance with section 152 of the Company Law;

assistant: （六）代表公司與董事交涉或依照《公司法》第一百五十二條的規定,對董事、總裁和其他高級管理人員提起訴訟；
user: Please translate the following sentence from English to Chinese: (I) Notwithstanding any other provisions of this Article, any payment to a Director or past Director of the Company by way of compensation for loss of office or as consideration for or in connection with his retirement from office other than payments to which a Director is entitled by contract must be approved by the Company in general meeting.

assistant: (I) 儘管本細則任何其他條文有所規定，本公司以離職補償方式或作爲董事退任或與此相關之代價而向董事或前任董事支付之任何款項，必須經本公司於股東大會上批准，方可作實，惟董事因合約而有權收取之款項除外。
user: Please translate the following sentence from English to Chinese: (3) The Register of Directors and Officers shall be open to inspection by members of the public without charge at the Office between 10:00 a.m. and 12:00 noon on every business day.

assistant: (3) 董事及高級人員登記冊須於每個營業日上午十時正至中午十二時正期間在辦事處公開，以供公衆股東免費查詢。