billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

assistant: (1) 如以本公司任何未催繳股本設定了抵押，接納其後以該等未催繳股本設定的抵押的人士，應採納與前抵押相同的標的物，無權藉向股東或其他人士發出通知而取得較前抵押優先的地位。
user: Please translate the following sentence from English to Chinese: Article 100 In shareholders general meeting, the directors, supervisors and the senior management officers shall detail and explain the enquiries and proposals from the shareholders.

assistant: 第一百條董事、監事、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: THE COMPANIES ACT, CHAPTER 50 PUBLIC COMPANY LIMITED BY SHARES CONSTITUTION OF ZACD GROUP LTD.

assistant: 公司法（第 50 章）公衆股份有限公司傑地集團有限公司* 之 章程釋義
user: Please translate the following sentence from English to Chinese: 80 Section 2 General Manager and Other Senior Management.

assistant: 80 第二節總經理及其他高級管理人員.
user: Please translate the following sentence from English to Chinese: 19. Share certificates shall be issued within the relevant time limit as prescribed in the Act or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

assistant: 19. 股票必須於配發後（本公司當時有權拒絕登記及不予登記之過戶事項除外）或遞交本公司之過戶文件後，於公司法所規定或指定證券交易所不時確定之有關時限（以較短者爲準）內發出。
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) 股東可對全部或部分附有選擇權的股息部分行使選擇權；
user: Please translate the following sentence from English to Chinese: (i) such sum, if any, (not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the rules of the relevant stock exchange in Hong Kong, and, in the case of any other capital, such sum in such currency as the Directors may from time to time determine to be reasonable in the territory in which the relevant register is situate, or such other sum as the Company may by Ordinary Resolution determine) as the Directors shall from time to time determine has been paid;

assistant: (i) 董事會不時釐定已支付的總額（如有），如爲於相關證券交易所上市的任何股本，則不超過 2.50 港元或香港相關證券交易所的規則允許或不限制的該其他總額，及如爲任何其他股本，則不超過有關股東名冊所處地區由董事會不時釐定屬合理的該等貨幣計值的總額或本公司可通過普通決議案釐定的其他總額；
user: Please translate the following sentence from English to Chinese: The deputy manager of the Company shall be nominated by the manager and appointed by the Board of Directors.

assistant: 公司副經理由經理提名，董事會聘任。
user: Please translate the following sentence from English to Chinese: Article 97: The secretary to the board of directors shall be a natural person with the necessary professional knowledge and experience. He shall be appointed by the board of directors.

assistant: 第九十七條公司董事會祕書應當是具有必備的專業知識和經驗的自然人，由董事會委任。
user: Please translate the following sentence from English to Chinese: If they violate the stipulations and cause damages to the Company, they shall be liable to pay compensations.

assistant: 違反規定的，給公司造成損失的，應當承擔賠償責任。
user: Please translate the following sentence from English to Chinese: (6) to propose the appointment or dismissal of the Company’s vice president(s) and Chief Financial Officer;

assistant: （六）提請聘任或者解聘公司副總裁、財務總監；
user: Please translate the following sentence from English to Chinese: Article 181 In addition to obligations imposed by laws and the listing rules of the stock exchanges on which shares of the Company are listed, the Company’s directors, supervisors, president and other senior management members shall owe each shareholder the following obligations in the exercise of the functions and powers granted to them by the Company:

assistant: 第一百八十一條除法律或者公司股票上市的證券交易所的上市規則要求的義務外，公司董事、監事、總裁和其他高級管理人員在行使公司賦予他們的職權時，還應當對每個股東負有下列義務：
user: Please translate the following sentence from English to Chinese: and (ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders;

assistant: 及 (ii) 在該等認購權有可能作爲以低於面值認購股份之權利之情況下，在考慮認股權證之條件規定後，原應與該等認購權獲行使有關之股份面值； 而緊隨該行使後，繳足該等額外股份面值所需之認購權儲備進賬金額將撥充資本，並用於繳足該等立即配發予行使認股權證持有人之入賬列爲繳足額外股份之面值；
user: Please translate the following sentence from English to Chinese: (3) to draft plans for the establishment of the Company’s internal management structure;

assistant: （三）擬訂公司內部管理機構設置方案；
user: Please translate the following sentence from English to Chinese: Shareholders who participate in a general meeting in the aforesaid manners shall be deemed present at the meeting.

assistant: 股東通過上述方式參加股東大會的，視爲出席。
user: Please translate the following sentence from English to Chinese: (2) class and quantity of the shares held by each shareholder;

assistant: （二）各股東所持股份的類別及其數量；
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) 涉及發售（或由本公司發售）本公司或本公司發起或於其中擁有權益的任何其他公司的股份或債券或其他證券以供認購或購買的任何合約或安排建議，而董事或其緊密聯繫人士在發售建議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: (4)Tianjin Chengbai Capital Fund Investment Partnership(limited partnership) holds 150,000,000 shares accounting for 6.17% of the total share capital;

assistant: (4)天津誠柏股權投資合夥企業（有限合夥）持有 150,000,000 股，佔總股本的 6.17%；
user: Please translate the following sentence from English to Chinese: For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

assistant: 上文所述「有關期間」指本細則(c)段所述刊登廣告之日前十二(12)年起至該段所述期間終止之期間。
user: Please translate the following sentence from English to Chinese: (4) the share certificate number(s) of the shares held by each shareholder;

assistant: （四）各股東所持股份的編號；
user: Please translate the following sentence from English to Chinese: Power to capitalise

assistant: 撥充資本的權力
user: Please translate the following sentence from English to Chinese: Chapter 11 Secretary of the Board of Directors Article 113 The Company shall have one secretary of the board of directors, who shall be hired or dismissed by the board. The secretary of the board shall be one of the senior management personnel.

assistant: 第十一章公司董事會祕書 第一百一十三條公司設董事會祕書一人，由董事會聘任或解聘，董事會祕書爲公司的高級管理人員。
user: Please translate the following sentence from English to Chinese: 79A Where the Company has knowledge that any Shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted.

assistant: 79A 如本公司知悉，根據上市規則規定，任何股東須就本公司任何個別決議案放棄投票，或被限制僅就任何個別決議案投贊成票或反對票，則由該名股東或代表該名股東違反該規定或限制所投之任何票數須不予計算在內。
user: Please translate the following sentence from English to Chinese: and (iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the 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 other than the Subscription Rights Reserve) 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 elected shares on such basis.

assistant: 及 (iv) 就已正式行使股份選項之股份（「行使選項股份」）而言，有關股息（或獲賦予選項權利之該部分股息）不得以現金支付，取而代之，須按上述所決定之配發基準，向行使選項股份持有人配發有關類別之入賬列作繳足股份，而就此而言，董事會須把其決定之任何部分本公司未分派溢利（包括撥入任何儲備或其他特別賬項作爲進賬之溢利，惟認購權儲備除外）撥充資本及予以運用，該筆款項可能須用於繳足該等向行使選項股份持有人按此基準配發及分派之有關類別股份之適當股數。
user: Please translate the following sentence from English to Chinese: (2) names of directors present at the meeting in person, and names of directors present at the meeting as proxy (proxies);

assistant: （二）出席董事的姓名以及接受他人委託出席董事會的董事（受託人）姓名；
user: Please translate the following sentence from English to Chinese: The retiring accounting firm shall be entitled to receive all notices of the aforesaid meetings or other information in relation to the meetings and give speeches at the aforesaid meeting with regard to matters involving its duties as the former accounting firm engaged by the Bank.

assistant: 離任的會計師事務所有權收到前述會議的所有通知或者與會議有關的其他信息，並在前述會議上就涉及其作爲本行前任會計師事務所的事宜發言。
user: Please translate the following sentence from English to Chinese: Online voting shall be allowed for the resolution of the proﬁt distribution plan.

assistant: 審議利潤分配方案時，公司爲股東提供網絡投票方式。
user: Please translate the following sentence from English to Chinese: Article 169  The Board of Directors shall specify the scope of investment in the overseas market, asset acquisition and sales, pledge of assets, external guarantee, trust of wealth management and related transactions and set up a stringent internal control system, formulate a comprehensive investigation and decision making process. Specialists and professionals should be organized to assess any major investment projects and seek approval at a shareholders’ general meeting.

assistant: 第一百六十九條董事會應當確定對外投資、收購出售資產、資產抵押、對外擔保、委託理財、關聯交易的權限，建立嚴格的審查和決策程序； 重大投資項目應當組織有關專家、專業人員進行評審，並報股東大會批准。
user: Please translate the following sentence from English to Chinese: 4. to sign share certificates and securities issued by the Company;

assistant: 4、簽署公司發行的股票及證券；
user: Please translate the following sentence from English to Chinese: After the Company has repurchased its shares according to law, it shall cancel the portion of shares concerned within the period prescribed by laws and administrative regulations and shall apply to the original Company registry for registration of the change in registered capital.

assistant: 公司依法購回股份後，應當在法律、行政法規規定的期限內，註銷該部分股份，並向原公司登記機關申請辦理註冊資本變更登記。
user: Please translate the following sentence from English to Chinese: (B) Payments to any Director or past Director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the Director is contractually entitled) must be approved by the Company in general meeting.

assistant: (B) 向任何董事或前任董事支付任何款項作爲離職補償或作爲其退任或與此有關的代價（並非董事根據合約有權享有的款項），均須於股東大會上取得本公司批准。
user: Please translate the following sentence from English to Chinese: 12. to take land in Bermuda by way of lease or letting agreement for a term not exceeding twenty-one years, being land "bona fide" required for the purposes of the business of the company and with the consent of the Minister granted in his discretion to take land in Bermuda by way of lease or letting agreement for a similar period in order to provide accommodation or recreational facilities for its officers and employees and when no longer necessary for any of the above purposes to terminate or transfer the lease or letting agreement;

assistant: 12 以租契或租賃協議的方式於不超過２１年的年期內在百慕達佔用土地，而有關土地就本公司 的業務而言屬「真誠的」所需，以及經有關當局的部長同意酌情批准以租契或租賃協議的方式於相若年期內在百慕達佔用土地，以向其高級職員及員工提供住宿或康樂設施，以及於就上述任何用途而言不再爲必要時終止或轉讓該租契或租賃協議；
user: Please translate the following sentence from English to Chinese: The board of directors shall be comprised of 9 directors, and 3 are non-executive directors who are not responsible for the daily operation of the Company.

assistant: 董事會由 9 名董事組成，其中 3 名爲獨立非執行董事，不處理日常事務。
user: Please translate the following sentence from English to Chinese: (I) where, as approved by way of a special resolution of the general meeting, the Company issues, either separately or concurrently, domestic investment shares and overseas listed foreign investment shares every 12 months, and the quantity of domestic investment shares and overseas listed foreign investment shares intended to be issued does not exceed 20 percent of the outstanding shares of the respective classes;

assistant: （一）經股東大會以特別決議批准，公司每間隔十二個月單獨或者同時發行境內上市內資股、境外上市外資股，並且擬發行的內資股、境外上市外資股的數量各自不超過該類已發行在外股份的 20%的；
user: Please translate the following sentence from English to Chinese: (4) a person who, acting alone or in concert with others, has real control of the Bank in any other way. Chapter VI Shareholders’ General Meeting Section I General Provisions of Shareholders’ General Meeting Article 71 The shareholders’ general meeting is the organ of power of the Bank which exercises the following functions and powers according to law:

assistant: （四）該人單獨或者與他人一致行動時，以其他方式在事實上控制本行。 第六章股東大會 第一節股東大會的一般規定 第七十一條股東大會是本行的權力機構，依法行使下列職權：
user: Please translate the following sentence from English to Chinese: Where warrants are issued to bearer, no certificate thereof shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original certificate thereof has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such replacement certificate.

assistant: 如認股權證屬不記名認股權證，若遺失證書，概不補發，除非董事會在無合理疑點的情況下信納原有證書已被銷燬，且本公司已就發出任何該等補發證書獲得董事會認爲適當形式的彌償。
user: Please translate the following sentence from English to Chinese: The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Bye-laws as the necessary quorum of Directors, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

assistant: 即使董事會出現任何空缺，在任的董事仍可履行董事職務，但如董事的人數減至少於該等細則所訂定的或依據該等細則所規定的必要法定董事人數，在任董事可採取行動將董事人數增加至召開本公司股東大會必要的法定人數，但不得就任何其他目的而行。
user: Please translate the following sentence from English to Chinese: The Board shall cause to be kept a register of the Directors in accordance with these Articles, and there shall be entered therein the particulars required by the Companies Ordinance.

assistant: 董事會須根據本章程細則安排存置董事會之組成董事名冊，且須於名冊內登記公司條例規定之詳細資料。
user: Please translate the following sentence from English to Chinese: All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

assistant: 所有支票、承兌票據、匯款單、匯票及其他票據（不論是否可流通或可轉讓）以及就本公司所收款項發出的所有收據均須按董事會不時藉決議案決定的有關方式簽署、開出、承兌、背書或以其他方式籤立（視情況而定）。
user: Please translate the following sentence from English to Chinese: The result of the poll shall be deemed to be the resolution of the meeting.

assistant: 投票表決結果將視爲大會決議。
user: Please translate the following sentence from English to Chinese: Where the Company repurchases its shares at par value, payment shall be made out of book balance of the distributable profits of the Company or out of proceeds of a fresh issue of shares made for that purpose;

assistant: 公司以面值價格購回股份的，其款項應當從公司的可分配利潤帳面餘額、爲購回舊股而發行的新股所得中減除；
user: Please translate the following sentence from English to Chinese: 20. (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Bye-law.

assistant: 20. (1) 於每宗股份過戶後，轉讓人持有之股票須予放棄以作註銷，並即時作相應註銷，而承讓人須支付本條細則第(2)段規定之費用，方可就其獲轉讓之股份獲發新股票。
user: Please translate the following sentence from English to Chinese: (4) Prior to the publication of its intention to issue a replacement share certificate:

assistant: （四）公司在刊登準備補發新股票的公告之前，應當：
user: Please translate the following sentence from English to Chinese: (1) emoluments in respect of his service as director, supervisor or senior officer of the Company;

assistant: （一）作爲公司的董事、監事或者高級管理人員的報酬；
user: Please translate the following sentence from English to Chinese: Article 204 If the Company provides a loan in violation of the previous Article, the recipient of the loan shall be immediately returned, regardless of the terms by which it was granted.

assistant: 第二百零四條違反前條規定提供貸款的，不論其貸款條件如何，收到款項的人應當立即償還。
user: Please translate the following sentence from English to Chinese: The Board may from time to time appoint a general manager, manager or managers of the business of the Company and may fix his or their remuneration either by way of salary or commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes and pay the working expenses of any of the staff of the general manager, manager or managers who may be employed by him or them upon the business of the Company.

assistant: 董事會可不時委任本公司業務的總經理或經理並釐定其酬金，不論是以薪金或 佣金或賦予權利分享本公司溢利的方式或結合上述兩種或以上的方式，以及支付總經理或經理就本公司業務可能聘用的任何員工的工資。
user: Please translate the following sentence from English to Chinese: Classified shareholders’ meeting shall be held with the same procedures as the general meeting of shareholders as far as possible. The Articles concerning procedures of general meeting in the Articles of Association apply to the classified shareholders’ meeting.

assistant: 類別股東會議應當以與股東大會盡可能相同的程序舉行，公司章程中有關股東大會舉行程序的條款適用於類別股東會議。
user: Please translate the following sentence from English to Chinese: Any holder of listed Foreign Shares may transfer all or part of shares by any typical form in listing place or any other written transfer document permitted by the Board of directors, or the standard transfer form specified by the stock exchange in which the shares of the Company are listed.

assistant: 任何上市外資股持有人可利用任何上市地常用的或董事會接受的任何其他格式的書面轉讓文件或公司股票上市的證券交易所指定的標準過戶表格，轉讓全部或部分股份。
user: Please translate the following sentence from English to Chinese: Unless the interested director, supervisor, general manager or other senior management officer of the Company discloses his interests in accordance with the preceding paragraph of this Article and relevant matters are approved by the board of directors at a meeting in which he is not counted in the quorum and abstain from voting, the contract, transaction or arrangement in which he is materially interested is voidable at the instance of the Company except as against a bona fide party thereto who does not have notice of the breach of duty by the interested director, supervisor, general manager or other senior management officer.

assistant: 除非有利害關係的公司董事、監事、總經理和其他高級管理人員按照本條前款的要求向董事會做了披露，並且董事會在不將其計入法定人數，亦未參加表決的會議上批准了該事項，公司有權撤消該合同、交易或者安排，但在對方是對有關董事、監事、總經理和其他高級管理人員違反其義務的行爲不知情的善意當事人的情形下除外。
user: Please translate the following sentence from English to Chinese: Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases.

assistant: 公司爲贖回而購買可贖回股份時，應限於根據公司在各個時期通過正常股東大會或針對特定購買而召開的股東大會所確定的最高價格對以非市場方式或通過競價方式進行的購買。
user: Please translate the following sentence from English to Chinese: “Registration Office” in respect of any class of share capital, means such place as the board of Directors may from time to time determine to keep a branch register of members in respect of that class of share capital and where (except in cases where the board of Directors otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered;

assistant: 「註冊辦事處」就任何類別股本而言，指董事會不時決定用以保存該類別股本之股東分冊而且（董事會另行指示之情況除外）該類別股本之轉讓或其他所有權文件遞交登記及辦理登記之地點；
user: Please translate the following sentence from English to Chinese: (III) Considering and approving procedures for external guarantee:

assistant: （三）對外擔保的審批程序：
user: Please translate the following sentence from English to Chinese: CAPITALISATION OF RESERVES 140.

assistant: 儲備的資本化 140.
user: Please translate the following sentence from English to Chinese: The transfer of all fully paid-up H shares shall meet the following requirements or else the board of directors may refuse to recognize any instrument of transfer without having to give any reason:

assistant: 所有已繳付全部款額的H股的轉讓應當符合下列條件，否則董事會可拒絕承認任何轉讓文據，並無需申述任何理由：
user: Please translate the following sentence from English to Chinese: The “certified public accountants” under these Articles of Association are the same as “auditors”.

assistant: 本章程中所稱「會計師事務所」的含義與「核數師」相同。
user: Please translate the following sentence from English to Chinese: (2) sent by mail;

assistant: （二）以郵件方式送出；
user: Please translate the following sentence from English to Chinese: Article 347 After checking the Company's assets and preparing a balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and submit it to a shareholders' general meeting or competent authorities for confirmation.

assistant: 第三百四十七條 清算組在清理公司財產、編制資產負債表和財產清單後，應當制定清算方案，並報股東大會或者有關主管機關確認。
user: Please translate the following sentence from English to Chinese: (3) The distribution of dividends in the form of shares;

assistant: （三）以股份的形式分配股利；
user: Please translate the following sentence from English to Chinese: (C) Except where the register is closed in accordance with the Act, the Principal Register and any branch register shall during business hours be open to the inspection of any member without charge.

assistant: (C) 除非根據公司法暫停辦理股份過戶登記，股東名冊主冊及任何分冊須於營業時間內免費供任何股東查閱。
user: Please translate the following sentence from English to Chinese: “dividend” shall include scrip dividends, distributions in specie or in kind, capital distributions and capitalisation issues;

assistant: 「股息」包括以股代息、實物分派、資金分派及資本化發行；
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) 除股東可在依照該等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，並須於大會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: Article 207 The accounting firm engaged by the Company shall have the following rights:

assistant: 第二百零七條 經公司聘用的會計師事務所享有下列權利：
user: Please translate the following sentence from English to Chinese: Article 125 Before voting takes place on a proposal at a shareholders’ general meeting, two shareholders’ representatives shall be elected to participate in vote counting and scrutinizing.

assistant: 第一百二十五條股東大會對提案進行表決前，應當推舉兩名股東代表參加計票和監票。