billchoa/3036384256-COMP7607-data huggingface dataset:
user: Please translate the following sentence from English to Chinese: (2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any wilful negligence, wilful default, fraud or dishonesty which may attach to such Director.

assistant: (2) 每名股東同意放棄就任何董事於履行其職責時與或爲本公司所採取之任何行動或該董事未有采取之任何行動而個別或透過本公司或以本公司之權利對有關董事提出任何申索權或採取法律行動之權利，惟該項豁免並不延伸至與有關董事之任何故意疏忽、故意失責、欺詐或不誠實行爲有關之任何事項。
user: Please translate the following sentence from English to Chinese: The Company’s assets shall not be distributed to shareholders until all debts and liabilities mentioned in the preceding paragraph are paid off.

assistant: 公司財產在未按前款規定清償前，將不會分配給股東。
user: Please translate the following sentence from English to Chinese: 46. 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 without charge to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him without charge.

assistant: 46. 於每次轉讓股份後，轉讓人所持股票須予放棄以作註銷並即時作相應註銷，並向該等股份的承讓人免費發出新股票。 倘所放棄股票中所載股份的任何部份由轉讓人保留，則會就該等股份免費向轉讓人發出新股票。
user: Please translate the following sentence from English to Chinese: 3.5 Upon a transfer of Share Stapled Units or upon exchange or upon a distribution in respect of any Share Stapled Unit, the Trustee-Manager and the Registrar may (in their absolute discretion) dispense with production of any Certificate which has been lost, stolen or destroyed upon compliance by the Registered Holder with the like requirements as are set out in paragraph 3.2 above.

assistant: 3.5 在轉讓股份合訂單位或交換或就任何股份合訂單位作出分派後，託管人 - 經理及過戶登記處可（根據彼等的絕對酌情權）豁免出示已遺失、失竊或損毀的任何證書，但登記持有人須遵守上文第 3.2 段所載的有關要求。
user: Please translate the following sentence from English to Chinese: The Company's banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

assistant: 本公司須在董事會不時決定之一間或多間銀行開立及維持銀行賬戶。
user: Please translate the following sentence from English to Chinese: The Board may appoint any person to sign on behalf of the persons entitled to share in a capitalisation issue and such appointment shall be effective and binding upon all concerned, and the contract may provide for the acceptance by such persons of the shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.

assistant: 董事會可指派任何人士代表有權在資本化事宜中獲分派的人士簽字，該指派具有效力且對所有相關股東具約束力，而該合約可訂定該等人士接納各自的股份、債券或其他證券的分配及派發，以清償其就此資本化數額的申索。
user: Please translate the following sentence from English to Chinese: Article 142 The financial statements of the Company shall be complying with PRC accounting standards, rules and regulations.

assistant: 第一百四十二條公司的財務報表應當按中國會計準則及法規編制。
user: Please translate the following sentence from English to Chinese: If the relevant accounting firm has the right to make claim to the Company due to its dismissal, such right shall not be affected.

assistant: 有關會計師事務所如有因被解聘而向公司所償的權利，有關權利不因此而受影響。
user: Please translate the following sentence from English to Chinese: Baosteel Group Corporation holds 126.5 million Shares, representing 0.77% of the enlarged Share capital;

assistant: 寶鋼集團有限公司持有1.265億股，佔0.77%；
user: Please translate the following sentence from English to Chinese: [As amended by Clause 182(iii)] The Board shall from time to time elect or otherwise appoint a Director to be Chairman and may also, but shall not be required to, elect any Deputy Chairman (or two or more Deputy-Chairmen) or a President or Vice-President (or two or more Vice-Presidents) and determine the period for which each of them is to hold office.

assistant: [經公司細則第 182(iii)條修訂]董事會須不時選舉或委任一名董事出任主席，亦可（但非必須）主席選出任何副主席（或兩名或以上副主席）或總裁或副總裁（或兩名或以上副總裁），並釐定各人的任期。
user: Please translate the following sentence from English to Chinese: (a) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed;

assistant: (a) 給予任何人士權利或選擇權以於某一未來日期要求獲按面值或協定的有關溢價配發任何股份。
user: Please translate the following sentence from English to Chinese: Article 109 Where the supervisory board or the shareholders decide to Guidelines convene the meeting on its/their own accord, they shall notify the board of Article 49 directors in writing and report to the relevant authorities in accordance with the applicable requirements.

assistant: 第一百零九條監事會或股東決定自行召集股東大會的，須《章程指引》 書面通知董事會，同時按適用的規定向有關主管部門辦理備案。
user: Please translate the following sentence from English to Chinese: The Bank shall, within fourteen (14) days after receiving the aforesaid written notice, send a copy of the notice to the relevant regulatory authorities.

assistant: 本行收到上述所指書面通知的 14 日內，應當將該通知副本送給有關監管機構。
user: Please translate the following sentence from English to Chinese: (8) not to accept commissions in connection with the Company’s transactions without the informed consent of the shareholders given in a shareholders’ general meeting;

assistant: (8) 未經股東大會在知情的情況下同意，不得接受與公司交易有關的佣金；
user: Please translate the following sentence from English to Chinese: FORM NO. 7

assistant: 表格編號 7
user: Please translate the following sentence from English to Chinese: If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative and he need not use all his votes or cast all the votes he uses in the same way.

assistant: 倘彼本身爲董事或將作爲多名董事的替任董事出席任何有關會議，則其投票權應予累計，且無須使用其全部票數或將全部票數以同一方式投票。
user: Please translate the following sentence from English to Chinese: (ii) prevent the application of any tax payable in accordance with the provisions of the Land Tax Act, 1967 or otherwise payable in relation to the land leased to let to the said Undertaking.

assistant: (ii) 阻止應用於根據一九六七年土地稅項法而應繳之任何稅項或其他因租賃土地 予本公司而應繳之稅項。
user: Please translate the following sentence from English to Chinese: (II) not misappropriating the Company’s funds;

assistant: （二）不得挪用公司資金；
user: Please translate the following sentence from English to Chinese: A Director need not hold any qualification shares.

assistant: 董事不需要持有本公司任何股份以合資格。
user: Please translate the following sentence from English to Chinese: The Company shall notify its creditors within ten (10) days of the date of the Company’s resolution on division and shall make newspapers announcements within thirty (30) days of the date of the Company’s resolution on division.

assistant: 公司應當自作出分立決議之日起十（10）日內通知債權人，並於三十日（30）內在報紙上公告。
user: Please translate the following sentence from English to Chinese: (4) The award of an arbitration body shall be final and conclusive and binding on all parties.

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。
user: Please translate the following sentence from English to Chinese: (a) an application be made to the Registrar of Companies to deregister the Company in the Cayman Islands or in the other jurisdiction in which it is for the time being incorporated, registered or existing;

assistant: (a) 向在開曼羣島或其他司法管轄區（本公司其時註冊成立，註冊或存在之地）的公司註冊處申請註銷本公司；
user: Please translate the following sentence from English to Chinese: the share capital from time to time of the Company.

assistant: 本公司不時之股本。
user: Please translate the following sentence from English to Chinese: The recipient’s address should be based on the information contained in the register of shareholders.

assistant: 受件人地址以股東名冊登記的地址爲準。
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) 轉讓文書只涉及一類股份；
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: Guidelines Article 182

assistant: 《章程指引》第一百八十二條
user: Please translate the following sentence from English to Chinese: (1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on the share capital of the Company, the Board may further resolve either:

assistant: (1) 倘董事會或本公司在股東大會議決就本公司股本派付或宣派股息，則董事會可進而議決：
user: Please translate the following sentence from English to Chinese: (i) a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than fourteen (14) clear days' Notice has been duly given;

assistant: (i) 普通決議案爲由有權表決的股東親身或（如股東爲法團）由其正式授權代表或（如允許受委代表）受委代表於股東大會（須正式發出不少於十四(14)整日的通告）上以簡單大多數票通過的決議案；
user: Please translate the following sentence from English to Chinese: (I) Cash;

assistant: (一)現金；
user: Please translate the following sentence from English to Chinese: In particular, the Board may (on behalf of those members) aggregate and sell the shares representing the fractions to any person and distribute the net proceeds of sale in due proportion among those members and the Board may authorise a person to transfer the shares to, or as directed by, the purchaser, who shall not be bound to see to the application of the purchase money and the title of the new holder to the shares shall not be affected by any irregularity in or invalidity of the proceedings relating to the sale.

assistant: 具體而言，董事會可以代表股東彙集該等零碎股份並向任何人士出售，並按適當比例將出售所得款項淨額在該等股東之間進行分配，董事會亦可授權某一人士向買方轉讓股份或按買方指示轉讓股份，而有關買方毋須關注購買款項的使用，以及新持有人之股份擁有權不受有關出售程序之不常規性或無效所影響。
user: Please translate the following sentence from English to Chinese: The Board may resolve that no such assets shall be made available or made to Shareholders with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable or the legality or practicality of which may be time consuming or expensive to ascertain whether in absolute terms or in relation to the value of the holding of Shares of the Shareholder concerned and in any such event the only entitlement of the Shareholders aforesaid shall be to receive cash payments as aforesaid. Shareholders affected as a result of exercise by the Board of its discretion under this Article shall not be, and shall be deemed not to be, a separate class of Shareholders for any purposes whatsoever.

assistant: 不須承擔股息的有關利息 以實物支付股息 個地區在未有辦理登記聲明或其他特別手續的情況下，董事會將會或可認爲屬違法或不切實可行，或就合法性或實際性而言爲作出有關確定爲消耗時間或昂貴（不論就絕對價值或有關股東持有股份的價值而言）），而在該等情況下，上述股東僅可如上所述收取現金款項。 根據本細則藉董事會酌情行使而受影響的股東不得就任何目的作爲或被視爲一個獨立的股東類別。
user: Please translate the following sentence from English to Chinese: The liquidation committee shall register the claims.

assistant: 清算組應當對債權進行登記。
user: Please translate the following sentence from English to Chinese: After the profit distribution plan has been resolved at the shareholders’ general meeting, the Board shall complete the dividend (or share) distribution within two months after the holding of the shareholders’ general meeting.

assistant: 公司股東大會對利潤分配方案作出決議後，公司董事會須在股東大會召開後2個月內完成股利（或股份）的派發事項。
user: Please translate the following sentence from English to Chinese: The board of directors shall inform all directors and supervisors with written notice fourteen (14) days prior to the regular board meeting.

assistant: 董事會應當於 定期董事會會議召開 14 日以前書面通知全體董事和監事。
user: Please translate the following sentence from English to Chinese: (Article 147 of the Mandatory Provisions) (Section 1(e) of Appendix 13D to the Listing Rules) (Rule 13.88 of Chapter 13 in the Listing Rules) Prior to the removal or the non-reappointment of the accounting firm, notice of such removal or non-reappointment shall be given to the accounting firm and such firm shall be entitled to make representation at the general meeting. Where the accounting firm resigns its post, it shall make clear to the general meeting whether there has been any impropriety on the part of the Company.

assistant: （《必備條款》第一百四十七條）（《上市規則》附錄十三 D 第 1 節(e)）（《上市規則》第十三章第 13.88 條）第一百八十一條公司解聘或者不再續聘會計師事務所，應當事先通知會計師事務所，會計師事務所有權向股東大會陳述意見，會計師事務所提出辭聘的，應當向股東大會說明公司有無不當情事。
user: Please translate the following sentence from English to Chinese: (3) the Company is declared bankrupt in accordance with the law due to inability to discharge its debts;

assistant: （三）公司因不能清償到期債務被依法宣告破產；
user: Please translate the following sentence from English to Chinese: The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

assistant: 本條所賦予的一般權力不受任何其他細則賦予董事會的任何特殊許可權或權力限制或限定。
user: Please translate the following sentence from English to Chinese: Power to establish pension funds and employee share option schemes

assistant: 設立退休金及僱員購股權計劃
user: Please translate the following sentence from English to Chinese: PAGE 26

assistant: 第 26 頁
user: Please translate the following sentence from English to Chinese: (3) approving a director or supervisor (for his own or another person’s benefit) of depriving other shareholders of their rights, including (but not limited to) the rights to distributions and voting rights, unless a restructuring of the Company submitted to and adopted by the shareholders’ general meeting in accordance with this Articles of Association.

assistant: （三）批准董事、監事（爲自己或者他人利益）剝奪其他股東的個人權益，包括（但不限於）任何分配權、表決權，但不包括根據本章程提交股東大會通過的公司改組。
user: Please translate the following sentence from English to Chinese: (c) 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: (c) 選擇權可就全部或部分已獲授選擇權之該部分股息行使；
user: Please translate the following sentence from English to Chinese: A Director appointed to an office under Article 108 shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall, without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company, ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

assistant: 根據第 108 條獲委任職務之董事必須遵守與本公司其他董事相同之罷免終止委任條文。 倘彼基於任何原因終止擔任董事，在不影響彼可能針對本公司或本公司可能針對彼就違反彼與本公司訂立之任何服務合約而提出之損害賠償申索之情況下，彼須因此事實即時終止有關職務。
user: Please translate the following sentence from English to Chinese: A written notice of confirmation of such resolution in writing signed by or on behalf of a member shall be deemed to be his signature to such resolution in writing for the purposes of this Article.

assistant: 就本條款而言，由 一名或多名股東簽署決議案的確認函應被視爲在該決議案 上籤署。
user: Please translate the following sentence from English to Chinese: VIII. Reviewing the financial information and its disclosure at the Company;

assistant: 八. 審覈公司之財務信息及其披露；
user: Please translate the following sentence from English to Chinese: General meetings shall also be convened on the written requisition of any two or more members of the Company deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held as at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company which carries the right of voting at general meetings of the Company.

assistant: 股東大會亦可應本公司任何兩名或多名股東之書面要求召開，惟彼等須將列明大會議題及經請求人簽署之書面要求送交本公司於香港之主要營業地點或（倘若本公司不再有該主要營業地點）註冊辦事處，惟該等請求人於送交要求之日須持有本公司附帶本公司股東大會投票權不少於十分之一之繳足股本。
user: Please translate the following sentence from English to Chinese: The Supervisory Committee shall convene an extraordinary meeting within ten days in any of the following circumstances:

assistant: 出現下列情況之一的，監事會應當在十日內召開臨時會議：
user: Please translate the following sentence from English to Chinese: (h) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

assistant: (h) 對所簽訂文件的提述包括提述親筆簽署或蓋鋼印或電子簽署或以任何其他方式簽訂的文件，而對通知或文件的提述包括提述以任何數碼、電子、電氣、磁性及其他可取回的形式或媒體記錄或儲存的通知或文件及可見形式的資料（無論有否實體）。
user: Please translate the following sentence from English to Chinese: (iii) During the above restriction period, in the event that Xiwang Investment’s interests in the Shares falls below 55% as a result of the conversion of the Convertible Preference Shares by holder(s) of the Convertible Preference Shares (other than Xiwang Investment), exercise of share options or other convertible securities, or any other event causing dilution of Xiwang Investment’s interests in the Shares (other than Xiwang Investment’s disposal of the Shares), the above conversion restriction shall cease to apply for the purpose of topping-up Xiwang Investment’s shareholding interests in the Shares back to approximately 55% (“Top-up Exemption”) whereas conversion is still subject to the Public Float Requirement (as defined below) set out below such that no conversion would be allowed if conversion would result in the Public Float Requirement not being met.

assistant: (iii) 於上述限制期間，倘西王投資所持股份權益因可轉換優先股持有人（不包括西王投資）轉換可轉換優先股、行使購股權或其他可轉換證券，或發生導致西王投資所持股份權益攤薄的任何其他事件（西王投資出售股份除外）而降至低於55%，爲補足西王投資所持股份股權至約55%，上述轉換限制將不適用（「補足豁免」），而轉換仍受下文公衆持股量規定（定義見下文）所規限，倘轉換將導致未能符合公衆持股量規定，則不得進行轉換。
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 Bye-law and ending at the expiry of the period referred to in that paragraph.

assistant: 就上文而言，「有關期間」指本公司細則第(c)段所述刊登廣告之日前十二(12)年起至該段所述期間屆滿的期間。
user: Please translate the following sentence from English to Chinese: All parties for the same claim and all parties involved to the disputes, if they are the Company’s shareholder, Director, supervisor, general manager or other senior management, they shall comply with the arbitration.

assistant: 前述爭議或者權利主張提交仲裁時，應當是全部權利主張或者爭議整體； 所有由於同一事由有訴因的人或者該爭議或權利主張的解決需要其參與的人，如果其身份爲公司或公司股東、董事、監事、總經理或者其他高級管理人員，應當服從仲裁。
user: Please translate the following sentence from English to Chinese: The sponsors of the Company are Luoyang Mining Group Co., Ltd. and Cathay Fortune Corp Group Co., Ltd.

assistant: 公司的發起人爲洛陽礦業集團有限公司和鴻商產業控股集團有限公司。
user: Please translate the following sentence from English to Chinese: Accounts 165. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Companies Ordinance or necessary to give a true and fair view of the state of Company’s affairs and to show and explain its transactions.

assistant: 賬目 165. 董事會須促使保存真確之賬目，以顯示本公司之收支款項，有關該等收支款項之事項以及本公司之物業、資產、信貸及負債之資料，及公司條例所規定或爲真實而公平反映本公司財政狀況並展示及解釋各項交易所需之所有其他資料。
user: Please translate the following sentence from English to Chinese: The provisions of this Article 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 143.

assistant: 本條細則的規定在加以必要的變通後適用於本公司向股東作出的紅利、資本化發行、已實現資本利潤分派或提呈或授出。 儲備 143.
user: Please translate the following sentence from English to Chinese: PURCHASE OF OWN SECURITIES

assistant: 購買自身證券
user: Please translate the following sentence from English to Chinese: The liquidation committee shall comprise members determined in a general meeting.

assistant: 清算組由股東大會確定的人員組成。
user: Please translate the following sentence from English to Chinese: 24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale.

assistant: 24. 出售所得款項淨額須由本公司收取，並須運用於繳付或解除有關留置權所涉及的債項或負債（只要是現時應繳），而任何剩餘款項須付予出售時享有該等股份的人士（惟須受涉及非現時應繳付的債項或負債而在出售前股份已存在的同樣的留置權所規限）。
user: Please translate the following sentence from English to Chinese: A Director, officer or employee of any such Director, officer or employee shall not be appointed Auditors of the Company.

assistant: 任何有關董事、高級人員或僱員之董事、高級人員或僱員均不得獲委任爲本公司之核數師。
user: Please translate the following sentence from English to Chinese: (4) Neither a Director nor an alternate Director shall be required to hold any shares of the Company by way of qualification and a Director or alternate Director (as the case may be) who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

assistant: (4) 董事或替任董事均毋須持有本公司任何股份以符合資格，而並非股東的董事或替任董事（視情況而定）有權收取通告及出席本公司任何股東大會及本公司所有類別股份的任何股東大會並於會上發言。
user: Please translate the following sentence from English to Chinese: The accounting records shall be kept at the Office or, subject to the Act, at such other place or places as the Board decides and shall always be open to inspection by the Directors of the Company.

assistant: 會計記錄必須存置於辦事處，或根據公司法的規定，保仔存於董事會決定的其他地點，並須隨時公開以供本公司董事查閱。
user: Please translate the following sentence from English to Chinese: Where any notice or document is served or delivered to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document.

assistant: 根據本細則就有關股份向任何人士送達或交付通知或文件後，從該股份獲得任何所有權或權益的人士將無權再次獲送達或交付該通知或文件。
user: Please translate the following sentence from English to Chinese: Article 193 The working rules for the General Manager include the following content:

assistant: 第一百九十三條總經理工作細則包括下列內容：
user: Please translate the following sentence from English to Chinese: The amount of the Company’s registered capital after reduction shall not be lower than the minimum of the legal requirement.

assistant: 公司減少資本後的註冊資本，不得低於法定的最低限額。
user: Please translate the following sentence from English to Chinese: (4) Ranking of the Convertible Preference Shares Save as expressly provided in this Article 4A each Convertible Preference Share shall have the same rights as each of the Ordinary Shares.

assistant: (4) 可換股優先股之地位 除組織章程細則第 4A 條訂明者外，每股可換股優先股享有之權利與每股普通股相同。
user: Please translate the following sentence from English to Chinese: The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any person.

assistant: 董事會可以決議案方式決定，在一般或任何特定情況下任何該等股票（或有關其他證券之票證）所示之任何簽字毋須爲親筆簽署，惟可以若干機械方式在股票上加蓋或印刷，或該等股票毋須由任何人士簽署。