Chinese Legal Translation

Chinese Legal Translation analyses and investigates the Chinese translation

of conditional clauses introduced by various introductory words in Hong Kong
bilingual ordinances within the framework of descriptive translation studies and
translation typology.
This book explores the text typology of Hong Kong bilingual ordinances and
highlights differences and similarities between different translations of conditional
clauses in the Hong Kong context. Based on both quantitative and qualitative
analysis of conditional clauses of the Companies Ordinance, the book summarises
the frequency of introductory words of conditional clauses and generalises guiding
patterns for writing conditional clauses and translating conditional clauses. The
book is significant in providing both theoretical foundations for legal translation
and practical guidance for translating legal conditional clauses.
This book is primarily targeted at scholars and professionals who are interested
in legal writing and legal translation, as well as students and practitioners in legal
translation.

Yan Wang is a Lecturer in the Department of Translation at the Chinese University

of Hong Kong.
Routledge Studies in Chinese Translation
Series Editor: Chris Shei, Swansea University, UK

This series encompasses scholarly works on every possible translation activity

and theory involving the use of Chinese language. Putting together an important
knowledge base for Chinese and Westerner researchers on translation studies, the
series draws on multiple disciplines for essential information and further research
that is based on or relevant to Chinese translation.
Titles include:
Terminology Translation in Chinese Contexts
Theory and Practice
Edited by Saihong Li and William Hope
Mapping the Translator
A Study in Liang Shiqiu
Liping Bai
The Translator’s Mirror for the Romantic
Cao Xueqin’s Dream and David Hawkes’ Stone
Fan Shengyu
Dialect, Voice, and Identity in Chinese Translation
A Descriptive Study of Chinese Translations of Huckleberry Finn, Tess, and
Pygmalion
Jing Yu
A Deaf Take on Non-Equivalence in Written Chinese Translation
Chan Yi Hin
The Works of Lin Yutang
Translation and Recognition
Yangyang Long
Chinese Legal Translation
An Analysis of Conditional Clauses in Hong Kong Bilingual Ordinances
Yan Wang
For a full list of titles and more information about this series, please visit: https://www​.routledge​.com​/
Routledge​-Studies​-in​-Chinese​-Translation​/book​-series​/RSCT
Chinese Legal Translation
An Analysis of Conditional Clauses in Hong
Kong Bilingual Ordinances

Yan Wang
First published 2024
by Routledge
4 Park Square, Milton Park, Abingdon, Oxon OX14 4RN
and by Routledge
605 Third Avenue, New York, NY 10158
Routledge is an imprint of the Taylor & Francis Group, an informa business
© 2024 Yan Wang
The right of Yan Wang to be identified as author of this work has been
asserted in accordance with sections 77 and 78 of the Copyright, Designs and
Patents Act 1988.
All rights reserved. No part of this book may be reprinted or reproduced or
utilised in any form or by any electronic, mechanical, or other means, now
known or hereafter invented, including photocopying and recording, or in
any information storage or retrieval system, without permission in writing
from the publishers.
Trademark notice: Product or corporate names may be trademarks or
registered trademarks, and are used only for identification and explanation
without intent to infringe.
British Library Cataloguing-in-Publication Data
A catalogue record for this book is available from the British Library
ISBN: 978-1-032-41670-0 (hbk)
ISBN: 978-1-032-41669-4 (pbk)
ISBN: 978-1-003-35918-0 (ebk)
DOI: 10.4324/9781003359180
Typeset in Times New Roman
by Deanta Global Publishing Services, Chennai, India
For my dear boy Yu Cun
Contents

List of tables and figures x

Preface xi

1 Introduction: Legal writing and legal translation 1

1.1 Research background 1
1.1.1 Law and legal language 1
1.1.2 Legal texts 2
1.2 Legal translation 2
1.2.1 Overview of legal translation 2
1.2.2 Features of legal translation 3
1.2.3 Difficulties and challenges of legal translation 4
1.2.4 Legal translation in Hong Kong 4
1.2.5 Plain language movement and its influence on legal
translation 7
1.3 Data source and research object 8
1.4 Research methodology 10
1.4.1 Descriptive research approach 10
1.4.2 Method of mixing quantitative and qualitative analysis 11
1.4.3 Data analytical method and research steps 11
1.4.4 Research questions 13
1.5 Research significance 13
1.6 Overall framework of the book 14
References 14

2 Literature review 16
2.1 Reviewing studies on legal translation 16
2.1.1 Reviewing translation of legal terms 16
2.1.2 Reviewing features of legal language 17
2.1.3 Reviewing theories, principles, and methods of legal
translation 18
2.1.4 Reviewing text typology of legal texts 19
2.2 Reviewing studies on conditional clauses 20


viii Contents

2.2.1 Introduction of conditional clauses 20

2.2.2 Status quo of conditional clauses in legal documents 23
2.2.3 Translation of conditional clauses in legal texts 24
2.3 Research gap 27
2.4 Summary 27
References 28

3 Text typology and legal translation 31

3.1 Text typology in translation studies 31
3.1.1 Classification based on the subject matter 31
3.1.2 Classification based on text function 34
3.2 Text typology in legal translation 37
3.3 Translation strategies 40
3.3.1 Translation strategies of legal texts 40
3.3.2 Translation strategies of Hong Kong bilingual ordinances 41
3.4 Summary 44
References 44

4 Translation of conditional clauses in Hong Kong bilingual

ordinances 46
4.1 Introductory words for conditional clauses 46
4.1.1 Introduction of introductory words for conditional clauses 46
4.1.2 Introductory words for conditional clauses in the
Companies Ordinance 47
4.1.3 Comparing introductory words in English conditional
clauses 48
4.1.4 Comparing introductory words in Chinese conditional
clauses 51
4.2 Translation of different introductory words for conditional
clauses 53
4.2.1 Conditional clauses introduced by ‘if’ and different
translations of ‘if’ 53
4.2.2 Conditional clauses introduced by ‘where’ and different
translations of ‘where’ 81
4.2.3 Conditional clauses introduced by ‘when’ and different
translations of ‘when’ 84
4.2.4 Conditional clauses introduced by ‘in (the) case’ and
different translations of ‘in (the) case’ 89
4.2.5 Conditional clauses introduced by ‘in the event’ and
different translations of ‘in the event’ 94
4.2.6 Conditional clauses introduced by ‘providing/provided’
and different translations of ‘providing/provided’ 105
 Contents  ix

4.2.7 C
 onditional clauses introduced by ‘should’ and different
translations of ‘should’ 106
4.3 Summary 106
References 108

5 Translation patterns and analytical methods of conditional

clauses 109
5.1 Translation patterns of conditional clauses introduced by
‘if’ 109
5.2 Translation patterns of conditional clauses introduced by
‘where’ 111
5.3 Analytical methods of conditional clauses introduced by
‘where’ and ‘if’ 115
5.3.1 Method of chunking 115
5.3.2 Method of tabulating 116
5.3.3 Method of diagramming 117
5.4 Summary 119

6 Conclusion 121
6.1 Research findings 121
6.2 Research prospect 125

Index 127
Tables and Figures

Tables
3.1 Newmark’s definition of text typology and translation strategies 42
4.1 Frequency and percentage of introductory words for conditional
clauses in the Companies Ordinance 47
4.2 Summary of different translations of ‘if’ in the Companies Ordinance 53
4.3 ‘If’ translated as ‘假若’ (jiǎ ruò) 55
4.4 ‘If’ translated as ‘假使’ (jiǎ shǐ) 61
4.5 ‘If’ translated as ‘若’ (ruò) 62
4.6 ‘If’ translated as ‘倘’ (tǎng) or ‘倘若’ (tǎng ruò) 63
4.7 ‘If’ translated as ‘在 …… 時’ (zài …… shí) 65
4.8 ‘If’ translated as ‘在 …… 情況下’ (zài …… qíng kuàng xià) 67
4.9 ‘If’ with no translation 74
4.10 Summary of different translations of ‘where’ in the Companies
Ordinance 81
4.11 ‘Where’ translated as ‘倘若’ (tǎng ruò) and ‘若’ (ruò) 82
4.12 ‘Where’ translated as ‘在 …… 時/在 …… 後’ (zài …… shí/zài …… hòu) 83
4.13 ‘Where’ translated as ‘在 …… 情況下’ (zài …… qíng kuàng xià) 85
4.14 ‘When’ translated as ‘如’ (rú) 90
4.15 Summary of different translations of ‘in the case’ in the Companies
Ordinance 91
4.16 ‘In case of’ translated as ‘如’ (rú) 93
4.17 Summary of different translations of ‘in the event’ in the
Companies Ordinance 94
4.18 ‘In the event’ translated as ‘如’ (rú) 95
4.19 ‘In the event’ translated as ‘一旦’ (yī dàn) 100
4.20 ‘In the event’ translated as ‘在 …… 時’ (zài …… shí) 102
4.21 Different translations for different introductory words for ‘company
liquidation’ 108
5.1 Method of tabulating—Original English 117
5.2 Method of tabulating—Chinese translation 117

Figures
5.1 Method of diagramming—English original 118

5.2 Method of diagramming—Chinese translation 118
Preface

This book discusses the translation of conditional clauses in Hong Kong bilingual
ordinances, in an attempt to explore different translations for introductory words of
conditional clauses and translation patterns for various types of conditional clauses.
To be specific, by analysing and describing conditional clauses and their trans-
lations found in the Companies Ordinance of Hong Kong bilingual ordinances,
this study investigates different translation approaches for introductory words for
conditional clauses, i.e., ‘if,’ ‘where,’ ‘when,’ ‘in (the) case,’ and ‘in the event.’
Additionally, the sampling research method is employed to focus on analysing
conditional clauses introduced by ‘if’ and ‘where,’ in order to identify translation
patterns for conditional clauses. This may provide feasible translation patterns for
legal translation practitioners in their work when translating conditional clauses—
dominant sentence structures in legal texts.
Different scholars vary in their views on the text types of legal texts. Based on
the theories of translation typology, the author, after summarising the opinions
of multiple scholars on the legal text type, proposes a new viewpoint on the text
type of legal texts. Specifically, when the translated text serves the same function
as the original text, the function of the legal text is vocative; when the function of
the translated text differs from that of the original text, the function of the original
legal text is vocative while the function of the translated text can be informative
or expressive. Given that bilingual versions of Hong Kong ordinances are authen-
tic and carry the same and equal legal effect, the translated text serves the same
function as the original text, so both versions of Hong Kong bilingual ordinances
are vocative. Based on this new perspective, the book conducts a detailed analy-
sis of different translations for introductory words of conditional clauses in the
Companies Ordinance, so as to examine whether these translations achieve the
same function as the original text.
Therefore, within the framework of descriptive translation studies and transla-
tion typology, the book analyses and investigates the Chinese translation of con-
ditional clauses introduced by various introductory words in Hong Kong bilingual
ordinances, with a view to exploring the text typology of Hong Kong bilingual
ordinances, and highlighting differences and similarities between different transla-
tions of conditional clauses in the Hong Kong context. Based on both quantita-
tive and qualitative analysis of conditional clauses of the Companies Ordinance,
the book summarises the frequency of introductory words of conditional clauses


xii Preface

and generalises guiding patterns for writing conditional clauses and translat-
ing conditional clauses. Besides, to tackle various conditional clauses, which are
complicated and challenging, different analytical methods for the translation of
conditional clauses are also presented in the book. The book is significant in pro-
viding both theoretical foundations for legal translation and practical guidance for
translating legal conditional clauses. This book is primarily targeted at scholars and
professionals who are interested in legal writing and legal translation, as well as
students and practitioners in legal translation.
This book, based on my MPhil dissertation completed at the Hong Kong
Polytechnic University in 2011, is now ready after years of teaching experience in
legal translation and months of efforts in revising and polishing. This book would
never have been possible without the help of my MPhil supervisors Dr Kexing Li
and Prof. Chiyu Chu who led me into translation studies and legal translation years
ago. I could never thank them enough for their guidance and patience during my
study and post-study trip. My heartfelt gratitude goes to Dr Bo Wang, Dr Chris
Shei, the editors at Routledge, Iola Ashby and Andrea Hartill, and my book review-
ers. Last but not least, I would like to extend my thanks to my supportive family,
my parents, my husband Mr. Dijia Liao, and my son Yucun Liao, for their endless
love and understanding.
1 Introduction
Legal writing and legal translation

1.1 Research background
1.1.1 Law and legal language

Law is the highest standard formulated or recognised by the state and enforced by
the state apparatus to regulate and constrain the behaviour of society as a whole,
with supreme authority and normativity. Therefore, the language used in legal
expressions (i.e., legal language) and the compositions formed by legal language
(i.e., legal texts) primarily serve the purpose or intention of achieving this regula-
tory function. Legal texts have a regulatory and constraining function to govern
and guide activities and behaviours between individuals and society, and among
individuals, in the domains of politics, the economy, and culture, amongst others.
The regulatory function of legal texts is protected by the coercive power of the state
and possesses enforceability (Li & Zhang, 2005: 10). This is also one of the main
factors that differentiate legal texts from other types of texts.
Language is an established system of norms that must be followed by society as
a whole. The same applies to legal language. In China, the term used for legal lan-
guage was initially ‘法言’ (fǎ yán; law language) or ‘法語’ (fǎ yǔ; law language).
According to Ciyuan, the most authoritative dictionary for checking old Chinese or
archaic Chinese, the term ‘法言’ has two meanings: (1) speeches or remarks that
comply with Confucian ritual and law; (2) similar to aphorisms. As for ‘法語,’ it
shares similar meanings with ‘法言.’ Both refer to normative language with guid-
ing functions that people must comply with.
Cao (2007: 13) identifies the nature of legal language as normative, performative,
technical, and indeterminate. Goodrich, an American law professor, deems that ‘to
learn the law is first and foremost to learn the language of law and the coincident lin-
guistic skills whereby that knowledge can be used in legal practice’ (1987: 297). There
is a close connection between law and language. According to Gibbons (2003: 1–2), a
prominent contemporary legal linguist, ‘The law is an overwhelmingly linguistic insti-
tution … It is, therefore, not only the law that permeates our lives but the language of
the law.’ Thus, legal language carries the coercive power of law which in turn features
legal language with authority and binding force.

DOI: 10.4324/9781003359180-1
2 Introduction

1.1.2 Legal texts

Legal texts, a broad and inclusive concept, include laws, regulations, treaties, inter-
national conventions, international customs, foreign economic contracts, and judi-
cial texts, amongst others. According to Wang (2006: 3), the translation of legal
texts includes two cases: (1) translation for reference purposes only, such as trans-
lating Chinese legal provisions into English for the convenience of non-Chinese
speakers who want to understand Chinese law, or translating English legal provi-
sions into Chinese for the convenience of Chinese speakers who want to under-
stand British or American law. These translations do not have any legal effect. (2)
Translation itself with legal effect, such translated texts serving as legal texts and
possessing legal effect. For example, signed contracts would become valid legal
texts and would be legally binding on the parties concerned. The legal texts under
study in this book refer to the second type of legal translation, i.e., regulatory legal
texts such as laws and regulations, the Companies Ordinance of Hong Kong bilin-
gual ordinances to be exact.

1.2 Legal translation
1.2.1 Overview of legal translation

With the acceleration of global economic integration, China plays a more active
role in global affairs and interacts with countries around the world in such fields as
politics, the economy, and culture more frequently. Therefore, diverse cross-border
exchanges can only achieve positive development within the scope permitted by
relevant national laws, which means that we must understand and comply with the
different legal systems and legal institutions of various countries. In this context,
the importance of legal translation becomes prominent and evident.
Wu (2002) believes that ‘wherever there exist bilingual phenomena, legal issues
may arise due to language problems … Legal translation is a tool to ensure equality
before the law for everyone.’ According to Šarčević (1997: 1), ‘Although transla-
tions of legal documents are among the oldest and most important in the world,
legal translation has long been neglected in both translation and legal studies.’
Despite having a longer history than bible translation, legal translation fails to draw
sufficient attention. On the one hand, ‘far from being recognised as an independent
discipline, legal translation is regarded by translation theorists merely as one of the
many subject areas of special-purpose translation, a branch of translation studies
often snubbed for its alleged inferiority’ (Šarčević, 1997: 1). Legal translation is of
low status and inferior especially when compared with literary translation.
Nevertheless, legal translation has played a significant role throughout his-
tory in promoting interpersonal communication and exchanges between different
cultures. Today, its importance is even more pronounced with the fast pace of
globalisation. From a macro perspective, as the processes of globalisation and
multilingualism accelerate, we live in an era of multiple languages coexisting and
different social systems cohabitating. As a transnational and cross-regional means
of communication, the role of translation is becoming increasingly significant.
 Introduction 3

For example, the functioning of the European Union heavily relies on translation.
Similarly, Hong Kong, under its bilingual system, requires extensive translation
of its legal ordinances since its sovereignty transfer and return to China in 1997.
From a micro perspective, the increasing demand for the free flow of humans,
goods, and capital means that legal translation, to some extent, affects each and
every one of us. For instance, operating a business for a multinational company
requires an understanding of the legal systems and regulations of other countries
involved.
More importantly, legal translation differs from the translation of other types
of texts as it carries legal effect. The misinterpretation or mistranslation of legal
articles can lead to misunderstandings, disputes, or even wars. Therefore, legal
translation plays a crucial role in safeguarding regional stability, world peace, and
international order.
The importance of legal translation is fully demonstrated in the abundant
research achievements in the field. Numerous scholars from both domestic and
international contexts have made significant contributions to the study of legal
translation, providing valuable guidance in terms of theory and practice (such as
Šarčević, 1997; Alcaraz & Hughes, 2002; Cao, 2007; Li, 2007; Wang, 2006).

1.2.2 Features of legal translation

Legal terms are difficult and challenging, and some of them are not commonly
seen in other text types. Legal sentences are long and complex, with many modi-
fying clauses and phrases embedded. Those common features have come to the
notice of many scholars. They have attempted to distinguish legal features from
other text types, and have made efforts to summarise various features of legal
texts.
Mellinkoff ( 1990: 11) summarises nine chief characteristics of the language
of the law: (1) frequent use of common words with uncommon meanings; (2)
frequent use of Old and Middle English words once in use but now rare; (3) fre-
quent use of Latin words and phrases; (4) use of Old French and Anglo-Norman
words which have not been taken into the general vocabulary; (5) use of terms
of art; (6) use of argot; (7) frequent use of formal words; (8) deliberate use of
words and expressions with flexible meanings; (9) attempts at extreme precision
of expression.
Danet (1985) includes the following lexical features for legal texts: (1) common
terms with uncommon meanings; (2) archaic expressions; (3) doublets; (4) formal-
ity; (5) unusual prepositional phrases; (6) frequency of ‘any.’ He also mentions syn-
tactic features for legal texts: (1) nominalisations; (2) passives; (3) ‘wh-’ deletion;
(4) conditionals; (5) prepositional phrases; (6) sentence length and complexity; (7)
unique determiners; (8) impersonality; (9) negatives; (10) binomial expressions/
parallel structures. Danet (1985) even points out prosodic features and discourse-
level features of legal texts, which are rarely mentioned by other scholars.
These characteristics contribute to the distinctiveness of legal texts and reflect
the specialised language and sentence structures used in the legal field.
4 Introduction

1.2.3 Difficulties and challenges of legal translation

When speaking of legal translation, many people’s first response is that it is over-
whelmingly demanding and complicated. There are two main reasons: the first is the
linguistic features of legal texts, and the second the different legal systems involved.
Wang (2006: 8) suggests that the difficulty of legal translation depends primarily on
the relationship between the two legal systems, with the relationship between the
source language and the target language being of secondary importance. Cao (2007:
23) considers three factors that contribute to the difficulty of legal translation: sys-
temic differences in law, linguistic differences, and cultural differences.
Generally speaking, legal translation involves three aspects:

(1) Language: since translation deals with two different languages, which may
belong to different language families. For example, Chinese and English are
significantly different in expression habits, sentence structures, and word
usage. So, translators must be experts in both languages and proficient lan-
guage users.
(2) Legal expertise: as legal translation belongs to the specific legal field, transla-
tors must have a solid understanding of legal knowledge, be aware of differ-
ences in legal systems, and have a grasp of the precise concepts and correct
usage of legal terms in different legal systems in order to translate accurately
and effectively.
(3) Translation: as a type of specialised translation, legal translation inevitably
encounters issues that are also present in other translation domains, such as
translation strategies or translation methods. Therefore, translators must be
equipped with basic translation knowledge and translation skills.

In summary, legal translation involves language theory, legal expertise, and trans-
lation theory. Translators must address and resolve issues in those three aspects
during the translation process, which makes legal translation more complex and
challenging.

1.2.4 Legal translation in Hong Kong

Hong Kong’s legal system belongs to the common law system, which originated
from the accumulated precedents of the English courts since the Middle Ages.
After the handover of Hong Kong to the People’s Republic of China in 1997, the
decision was made to implement the legal system of ‘one country, two systems’ in
the Hong Kong Special Administrative Region (HKSAR). The successful opera-
tion of ‘one country, two systems’ relies not only on the cohesion of the national
identity, history, and culture under the concept of ‘one country’ but also on mutual
respect, communication, understanding, learning, cooperation, and complementa-
rity between ‘two systems.’
Not only is Hong Kong one of the few regions in the world that implements
bilingual legislation, it is also the only jurisdiction in the world where legislation
 Introduction 5

is enacted in both Chinese and English. Moreover, its history and cultural heritage
are quite unique. In 1842, the signing of The Treaty of Nanking made Hong Kong
a British colony. For over a hundred years, Hong Kong was under British rule and
heavily influenced by British governance. Consequently, English naturally became
the sole official language of Hong Kong. As law forms an integral part of a coun-
try or region’s political system, Hong Kong’s legal system gradually developed
based on the British common law system. Significant changes in Hong Kong’s
legal history occurred in 1997 when Hong Kong returned to China on 1 July 1997.
It was agreed that Hong Kong would maintain its common law system for at least
50 years after the handover. The establishment of a bilingual legal system had been
under discussion for a decade prior to the handover, as mentioned by Yen Yuen Ho
(cited in Luk, 2002: 3):

In August 1986, Hong Kong Royal Instructions (i.e., the constitutional

document under British rule) was revised to include the following provi-
sion: ‘Laws may be enacted in either English or Chinese.’ Seven months
later, the Legislative Council of Hong Kong passed the Official Languages
(Amendment) Ordinance, which supplemented the aforementioned revi-
sion. These revisions marked the beginning of implementing bilingual leg-
islation in Hong Kong. The Official Languages (Amendment) Ordinance of
1987 stipulated that all new ordinances must be enacted in both Chinese and
English as official languages. In April 1989, the first bilingual ordinance was
introduced. Since then, all new ordinances (including subsidiary legislation)
have been drafted and enacted in bilingual form, and all existing ordinances
that were originally enacted only in English were ‘translated’ into Chinese
by May 1997.

According to Section 4(1) of the Official Languages (Amendment) Ordinance of

1987, ‘All ordinances shall be enacted and promulgated in both official languages.’
At that time, Hong Kong had over 500 main ordinances and approximately
1,000 subsidiary ordinances. Before May 1997, the Law Drafting Division of the
Department of Justice and the Bilingual Legislation Consultative Committee trans-
lated all the ordinances into Chinese. According to the newly added Section 10B(1),
both the Chinese and English versions of the ordinances are deemed ‘equally
authentic.’ In May 1998, the Law Drafting Division of the Department of Justice
stated in the revised ‘Discussion Paper on Dealing with Discrepancies in the Two
Languages of Ordinances’ that, ‘Whether the Chinese version of an ordinance is
promulgated simultaneously with the English version or subsequently declared
as authentic, the Chinese version must be interpreted as having equal effect and
authority as the English version’ (cited in Luk, 2002: 354). Despite the provision
in Section 10B(1) and the statement from the Department of Justice, Cheung Tat
Ming (cited in Luk, 2002: 354–356) argues that:

The Chinese version is a translation derived from the original English ordi-
nances, and it is not a newly enacted legislative text. The English version is
6 Introduction

the original version of the ordinance and has long existed … From the legal
perspective, if the Chinese version is declared authentic after the English
version is enacted, in case of discrepancies in the textual meaning between
the English and Chinese versions, the English version should prevail … If
it is indeed intended to grant equal status and authenticity to both language
versions, the only legally sound approach would be to repeal all ordinances
originally enacted in a single language and re-enact them in bilingual form.
Attempting to achieve bilingual legislation through translation of ordinances
is unlikely to be entirely successful.

We should note that this perspective represents Cheung’s opinion on the matter and
may not necessarily reflect the views of all legal experts or the current interpreta-
tion and implementation of bilingual legislation in Hong Kong.
Therefore, in order to address the potential discrepancies between the English
and Chinese authentic texts, the Hong Kong legislation has established the follow-
ing two interpretative provisions (cited in Luk, 2002: 4):

Where a term or clause in the English text of an ordinance corresponds to a

term or clause in the Chinese text, the term or clause in the ordinance shall be
construed in accordance with its meaning in the common law. Where, upon
the comparison of the two authentic texts of an ordinance, a discrepancy in
meaning arises and the application of the usual rules of statutory interpreta-
tion does not resolve the discrepancy, the meaning of the ordinance shall be
determined by having regard to the purpose and effect of the ordinance and
adopting the interpretation that best reconciles and harmonises the meanings
of the two texts.

Translating Hong Kong’s English legal ordinances into Chinese is indeed a chal-
lenging task. This is due to the fact that English legal terminology is rooted in the
English legal system and reflects the social and cultural background of that system’s
evolution, making it difficult to accurately translate into Chinese. Additionally,
there are semantic, grammatical, and syntactic differences between the Chinese
and English languages, making it challenging for the Chinese translation to fully
achieve the legal effect of the English legal ordinances. Furthermore, Hong Kong’s
legal ordinances are based on outdated British regulations, many of which were
written in archaic and complex English, further complicating the task of translation
into Chinese.
In fact, the translation of Hong Kong’s legal texts has drawn the attention of
several scholars. For instance, Jordan (1997) raised the question of how to recon-
cile Hong Kong’s existing capitalist common law legal system with China’s cur-
rent socialist civil law legal system after the handover in 1997. Translating Hong
Kong’s ordinances into Chinese poses various challenges. Firstly, the conceptual,
structural, and ideological differences between China’s socialist legal system and
relevant aspects of British common law make translation particularly difficult.
Secondly, translators need to address the differences between the Chinese and
 Introduction 7

English languages. Šarčević (1997: 273) expressed her views on the difficulties
of translating Hong Kong’s legal texts, pointing out the historical, conceptual, and
ideological differences between Hong Kong’s capitalist common law and China’s
socialist system, as well as the linguistic and cultural differences between Chinese
and English. Additionally, there are differences in spoken and written expressions
between Hong Kong and mainland China. All of these factors make it challenging
for translators to achieve consistency and equivalence in terms of meaning, effect,
and intention.

1.2.5 Plain language movement and its influence on legal translation

The plain language movement is a recent language movement that has been
launched in countries like the United States and the United Kingdom, aiming to
address the issue of obscure and difficult-to-understand English documents. In the
1970s, there were concerns in the United States regarding the lengthy, convoluted,
repetitive, and complex language used in the terms and conditions of cashier’s
cheques, which made it impossible for customers to understand their rights and
obligations. Even some lawyers and judges found it challenging to comprehend.
In response, a ground-breaking law called the Plain Language Law was passed in
the state of New York in 1977 and implemented in 1978. The then-president James
Earl Carter Jr. urged federal government departments to ensure that every regula-
tion they issued was written in clear and understandable English, so that those who
had to comply with the laws could comprehend them. In other words, the United
States advocated for the use of language that is easy to understand and discouraged
unnecessary verbosity. Subsequently, with the increased awareness of government
services and the introduction of the concept of public access to information, the
plain language movement further expanded to encompass other fields, including
law, finance, business, healthcare, etc. The movement seeks to promote the use of
plain and comprehensible language to enhance communication between organisa-
tions and individuals.
The plain language movement has gained particular urgency in the legal field,
where a multitude of specialised terminology and convoluted sentence structures in
legal texts often leave laymen perplexed. ‘Legalese is typically criticised for being
overly complicated, dense, repetitive, and outdated … “Plain English” has estab-
lished itself as a reform movement focused on making legal language more acces-
sible, in particular to non-lawyers’ (Candlin et al., 2002: 303). ‘These words are not
genuine terms of art because they have no special or precise legal meaning. They
are now considered stilted and archaic by almost every authority on legal writing
and are derisively labelled “legalese”’ (Dworsky, 1990: 3). Clearly, promoting the
plain language movement not only facilitates understanding of legal language but
also benefits the work of legal translators, as translated texts would be less obscure
and difficult to comprehend than the original.
However, it is evident that the implementation of the plain language movement
in Hong Kong lags behind that of European and American countries. Many law-
yers and legal document drafters in Hong Kong continue to use archaic terms and
8 Introduction

convoluted sentence structures. There are two main reasons: first, legal profession-
als themselves may not genuinely support the plain language movement because
if clients can understand legal provisions on their own, there would be less need
for lawyers’ services, resulting in a significant reduction in their income. Second,
the Hong Kong government has not shown the same level of commitment as the
US government in promoting the plain language movement. This situation has, to
a certain extent, contributed to the obscurity and lack of simplicity in legal English
writing and translation in Hong Kong. One of the objectives of this book is to ana-
lyse Hong Kong’s bilingual legislation and derive translation patterns to alleviate
the workload of translators when they translate conditional clauses in legal texts.
It is also intended to encourage legal document drafters to use clear and under-
standable legal language, thereby promoting the plain language movement in Hong
Kong to some extent.

1.3 Data source and research object

The corpus used in this study is derived from the Companies Ordinance of the
Hong Kong bilingual ordinances (online Hong Kong e-Legislation). The Hong
Kong bilingual ordinances comprise over 1,000 ordinances or chapters, and these
ordinances and subsidiary legislation are provided by the Department of Justice
of the Hong Kong government. They can be accessed from the website of the
Bilingual Laws Information System. The Companies Ordinance consists of 15 sub-
chapters. However, this study focuses only on the main body of the legislation, spe-
cifically the content of Sections 1 to 367. The bilingual versions of the main body
of this Companies Ordinance contain over 600,000 words. The foundation of this
legal system is the Companies Ordinance enacted in 1933, which is Chapter 32 of
the Laws of Hong Kong. This ordinance has undergone multiple amendments over
time and Chapter 32 was renewed as Chapter 622 in 2014 (the usage and transla-
tion of introductory words for conditional clauses are found to be similar). The
version of the Companies Ordinance analysed in this book is based on the content
updated on the website of the Department of Justice of Hong Kong as of January
2010 (as the Hong Kong laws are continually updated based on the promulgation
or repeal of regulations). It is worth noting that the text data used in this book is
sourced from electronic materials available on the website of the Department of
Justice of Hong Kong, which differs from traditional printed texts and therefore is
more convenient for data collection and analysis.
In modern society, companies are not only tools for conducting business activi-
ties but also fundamental entities in economic relations and central to society. The
reasonableness of a company’s structure, its adherence to proper conduct, and the
effectiveness of its operations directly impact the balance of socio-economic order
and economic efficiency in society. Therefore, it is crucial to regulate companies
through legal adjustments. Whether in countries or regions with a civil law or com-
mon law tradition, the majority of them regulate companies through enacted com-
pany laws. This is especially true in Hong Kong, a place known for its limited land
and high property values, where a significant number of companies are established
 Introduction 9

and listed each year. Therefore, there is a greater need for comprehensive regula-
tions to legally govern all aspects of a company’s activities. As an international
business and financial centre, Hong Kong has a well-established system of com-
pany laws. It not only meets the demands and needs of the local business com-
munity but also caters to the requirements and needs of specialised companies
established for investment and project financing activities in this Asia’s second-
largest stock market.
Hong Kong’s company law consists of two parts: statutory law (in English) and
case law (in English). Initially, the statutory law closely followed that of the UK,
and the case law was also derived from the UK and other Commonwealth jurisdic-
tions. However, Hong Kong has now developed its own local statutory and case
law, with the Companies Ordinance being the longest and most extensive legis-
lation in Hong Kong. The Companies Ordinance has wide-ranging applicability,
not only to local companies but also to overseas companies. It applies not only to
private companies but also to publicly listed companies. Furthermore, it applies to
individual companies, group companies, and holding companies, as well as sub-
sidiary companies.
The focus of this study is the conditional clauses in the Companies Ordinance
of the Hong Kong bilingual ordinances. The reasons for choosing it as the research
subject are listed below:

(1) Hong Kong is a business-oriented society with numerous new companies

being established every year, and there is a significant number of litigation
cases related to corporate affairs. Therefore, the Companies Ordinance holds
great importance in Hong Kong.
(2) Through research on several law firm websites in Hong Kong, it is found that
the Companies Ordinance is one of the most frequently used and cited ordi-
nances in Hong Kong.
(3) The Companies Ordinance serves as a substantial corpus for analysis, consist-
ing of 367 sections, making it the longest legislation among the 1,117 ordi-
nances in Hong Kong.
(4) As it is unnecessary to analyse every single sentence in the entire Companies
Ordinance, this study focuses specifically on conditional clauses, which
account for approximately 44% of all the sentences in the legislation. This
is because the purpose of law drafting is to set a certain action pattern, which
makes it common to have a large amount of ‘if’ conditional clauses—a certain
action or condition results in a certain result. Conditional clauses play a sig-
nificant role in legal texts, and understanding the translation patterns of these
clauses can greatly enhance the efficiency of understanding and translating
legal texts.
(5) The Companies Ordinance has not yet been extensively studied as a corpus
(in contrast to the Basic Law which is frequently used), thus the research
findings and conclusions derived from this study will not duplicate existing
research.
10 Introduction

Considering these five reasons, it is believed that researching the translation of con-
ditional clauses in the Companies Ordinance is meaningful. The aim of this study is
to provide translators with various translations and patterns for conditional clauses
through an analysis of the conditional clauses in the ordinance.

1.4 Research methodology
1.4.1 Descriptive research approach

The descriptive research method is employed in this study. As we know, tradi-

tional translation studies are mostly prescriptive. Prescriptive research involves
value judgements based on subjective ideas, dealing with ‘good or bad’ or ‘should
and should not.’ Descriptive research presents collected data and information in
an objective manner, describing who, what, when, where, and how. In contrast to
prescription, description is objective, rational, and empirical, without value judge-
ments (Chu, 2009: 5).
Descriptive research was originally proposed by the Israeli scholar Toury. He
abandoned the traditional prescriptive framework and viewed translation from a
different perspective. He believed that the essence of translation studies should be
empirical and that translation should start with describing translation phenomena.
Toury (1995) proposed in his book that descriptive studies should be conducted
on translation practices and translation outcomes, rather than imposing prescrip-
tions or judgements on translation. Therefore, the traditional prescriptive approach
in translation studies has flaws since it often imposes various prescriptions or
standards on translation, implying subjective judgements of what constitutes good
or bad translation and prescribing what translators should or should not do. But
in practice, translators often find such prescriptions or standards impractical or
unattainable.
Holmes (1972) put forward his ideas on ‘The Name and Nature of Translation
Studies,’ that is, translation studies should be regarded as an independent disci-
pline. He also emphasised that, as an empirical discipline, translation research
focuses more on empirical facts and less on abstract theoretical generalisations. In
Toury’s words,

empirical disciplines are devised to account, in a systematic and controlled

way, for particular segments of the ‘real world’. Consequently, no empirical
science can make a claim for completeness and (relative) autonomy unless it
has a proper descriptive branch. Describing, explaining and predicting phe-
nomena pertaining to its object level is thus the main goal of such a discipline.
(1995: 1)

Toury held that ‘what constitutes the subject matter of a proper discipline of
Translation Studies is (observable or reconstructable) facts of real life rather than
merely speculative entities resulting from preconceived hypotheses and theoreti-
cal models’ (1995: 1). Descriptive research also evidences that translation studies
 Introduction 11

is empirical because it avoids subjective inferences and prescriptive statements,

making theoretical research in translation studies more objective and scientific.
The descriptive branch is the most fundamental and important branch in transla-
tion studies because its research findings provide specific data and evidence for
theoretical and applied research. Descriptive translation studies contribute to trans-
lation studies by accumulating descriptions of translation phenomena in different
cultures and periods, helping researchers approach the essence of translation and
understand the translation concepts.

1.4.2 Method of mixing quantitative and qualitative analysis

To be specific, this study adopts a combination of qualitative and quantitative

analysis. The mixed mode of quantitative and qualitative analysis was proposed
by Bryman (1988). The purpose of combining these two approaches is to draw on
the strengths of both and make up for their respective shortcomings. Quantitative
research is the process of collecting and analysing numerical data, which can be
used to find patterns and averages, make predictions, test causal relationships, and
generalise results to wider populations. More specifically, it refers to the collection
of data or information primarily in numerical form, followed by the quantification,
testing, and analysis of the data to obtain meaningful conclusions. Based on certain
standards, it aims to measure and compare the numerical values of the research
subject or to determine the patterns of certain factors. Qualitative research, the
opposite of qualitative research, involves collecting and analysing non-numerical
data. Widely adopted by researchers to define and address research questions, it
focuses on exploring issues, understanding event phenomena, analysing human
behaviours and perspectives, and providing insightful answers. To sum up, quanti-
tative research answers the question of ‘what,’ while qualitative research addresses
the question of ‘why.’ By combining both qualitative and quantitative approaches,
this study aims to gain a comprehensive insight into the research topic by utilising
the strengths of each method.
Translation studies in general rely heavily on qualitative research, and this study
is no exception as it involves analysing conditional clauses in Hong Kong legal
texts. However, if certain patterns or tendencies are to be identified, substantial
data is needed to substantiate the findings. In other words, if specific translation
patterns for conditional clauses are to be proved, the quantitative research method
is essential to support the identified patterns. Therefore, this study adopts the mixed
mode of qualitative and quantitative research to provide a better understanding of
the translation of conditional clauses in legal translation.

1.4.3 Data analytical method and research steps

In this study, a simple random sampling method is employed for the specific text
analysis of conditional clauses. There are two reasons. Firstly, legal texts exhibit
certain similarities in content and form (compared with literary works), and using
random sampling helps to avoid analysing highly similar sentences, thus saving time
and effort. Secondly, the research focuses on conditional clauses in the Companies
12 Introduction

Ordinance, which constitute a significant proportion. For instance, there are over
1,500 instances of conditional clauses introduced by ‘if’ and ‘where.’ Therefore,
the use of a random sampling method facilitates the analysis and ensures practical-
ity. A brief introduction to the sampling research method is introduced below.
In statistics, sampling is an inferential statistical method that involves selecting
a subset of individuals, known as a sample, from a target population (also referred
to as the population or the parent population). By observing certain attributes of the
sample, reliable estimations and judgements about the quantitative characteristics
of the population can be made, thus gaining insights into the population. Prior to
sampling, the population is divided into sampling units, which are non-overlap-
ping and collectively represent the population. Each individual in the population
belongs to only one unit.
There are various sampling methods available, including simple random sam-
pling, systematic sampling, stratified sampling, and cluster sampling. In this study,
simple random sampling is employed. Simple random sampling, also known as
pure random sampling, involves selecting n units from a population consisting of
N units in such a way that each of the CnN possible samples has an equal chance
to be selected. Therefore, the probability of each unit being selected is 1/CnN (Hu
& Sun, 2000: 5). The feature of this sampling method is that each sampling unit
has an equal chance of being selected, and the units in the sample are completely
independent of each other, without any predetermined associations or exclusions.
As far as this study is concerned, the research object of this study, the Companies
Ordinance, is divided into several sampling units. The Companies Ordinance con-
sists of 367 sections, each addressing different aspects of the ordinance. To ensure
coverage of the entire Company Ordinance, the author adopts a systematic sam-
pling approach, selecting conditional clauses introduced by ‘if,’ ‘where,’ and ‘in
(the) case’ that appear in every fifth section (e.g., sections 5, 10, 15, and so on)
for analysis. This sampling approach allows for the representation of conditional
clauses found throughout the entire Companies Ordinance while maintaining
feasibility.
In this study, the research steps for analysing conditional clauses are as follows:

(1) Identify various types of conditional clauses present in the English source text
and calculate the frequency of usage for each introductory word for condi-
tional clauses.
(2) Analyse translations used for the main introductory words for conditional
clauses, including ‘if,’ ‘where,’ ‘when,’ ‘in (the) case,’ and ‘in the event,’ so
as to examine whether different translations achieve the same function as the
original text and compare the similarities and differences among these intro-
ductory words.
(3) Given that ‘if’ and ‘where’ are the most used introductory words for condi-
tional clauses in the Companies Ordinance, this study focuses on these two
groups of conditional clauses by using a sampling method, in order to explore
the translation patterns or regularities of conditional clauses.
 Introduction 13

1.4.4 Research questions

This book focuses on the following four research questions:

(1) What are the introductory words for conditional clauses and their correspond-
ing translations found in the Companies Ordinance?
(2) What are the differences in usage and translation between the introductory
words for conditional clauses: ‘if,’ ‘where,’ ‘when,’ ‘in (the) case,’ and ‘in
the event’?
(3) Do the different Chinese translations of the introductory words for conditional
clauses achieve the same function as the original text?
(4) Does the translation of conditional clauses in the Companies Ordinance follow
specific patterns?

By addressing these questions, the study aims to provide a comprehensive under-

standing of the translation of conditional clauses in the context of the Companies
Ordinance and explore potential patterns in their translation.

1.5 Research significance

This study is meaningful in the following three aspects.
Firstly, based on the theoretical framework of translation typology, this book
summarises traditional translation typology and puts forward a new perspective on
legal text translation typology. From this new perspective, the types of legal texts
should be determined based on whether the functions of the source text and the tar-
get text are consistent. When the function of the target text is the same as that of the
source text, the legal text is vocative. But when the function of the target text differs
from that of the source text, the source text is vocative, while the target text can be
either informative or expressive. This can be seen as a supplementary contribution
to the theory of text typology for translation.
Secondly, during the analysis of conditional clauses in legal texts, a simple
random sampling method is employed to analyse a portion of the conditional
clauses in the Companies Ordinance. Based on the analysis, translation patterns
are identified for dominant conditional clauses introduced by ‘if’ and ‘where.’
Through a comparison of translations of different introductory words for condi-
tional clauses, the similarities and differences among these introductory words
are examined.
Last but not least, based on the fact that the bilingual legal text in Hong Kong
belongs to the vocative type, the most crucial aspect is the function, i.e., the transla-
tion must achieve the same function or intention as the original text. In this study,
conclusive generalisations are made by examining the translations of different
introductory words for conditional clauses in the Companies Ordinance, so as to
determine whether various translations of the introductory words for conditional
clauses achieve the same function as the original text.
14 Introduction

1.6 Overall framework of the book

This book consists of six chapters in total:

• Chapter 1 introduces the research background, gives an overview of the status

quo of legal translation, highlights the significance of this study, and presents
the data source and research methodology used in this book.
• Chapter 2 presents a literature review, discussing the current research of legal
translation and specifically focusing on the study of conditional clauses in legal
texts. It emphasises the necessity of enhancing the research on the translation of
conditional clauses in legal texts.
• Chapter 3 adopts translation typology as the theoretical framework, summaris-
ing the traditional viewpoints of translation typology and applying them to the
analysis of legal texts. Based on this foundation, a new view is proposed on the
types of legal texts, which serves as a theoretical reference for the analysis of
conditional clause translation in Chapter 4.
• Chapter 4 conducts a descriptive analysis of conditional clauses in the Companies
Ordinance, with the aim of identifying different translations of various introduc-
tory words for conditional clauses and investigating whether these translations
achieve the same function as the original text.
• Chapter 5, based on the analysis in Chapter 4, summarises different translation
patterns for conditional clauses introduced by ‘if’ and ‘where.’ Then the usage
and translation of the conditional clauses introduced by ‘if’ and ‘where’ are
exemplified by different analytical methods.
• Chapter 6, the concluding chapter, summarises the findings of this research,
explains the significance of these results, points out the limitations of the study,
and explores directions for future research.

References
Alcaraz Varó, Enrique & Hughes, Brain. Legal Translation Explained. Manchester;
Northampton: St. Jerome Publishing, 2002.
Bryman, Alan. Quantity and Quality in Social Research. London: Routledge, 1988.
Cao, Deborah. Translating Law. Clevedon; Buffalo: Multilingual Matters, 2007.
Candlin, C.N., Bhatia, V.K., & Jensen, C.H. Developing legal writing materials for English
second language learners: Problems and perspectives. English for Specific Purposes,
2002(21): 299–320.
Danet, Brenda. Legal discourse. In Teun A. Van Dijk (ed.), Handbook of Discourse Analysis
Vol 1. Orlando: Academic Press, Inc., Harcourt Brace Jovanovich Publishers, 1985.
Dworsky, Alan L. The Little Book on Legal Writing. Littleton: F.B. Rothman, 1990.
Gibbons, John. Forensic Linguistics: An Introduction to Language in the Justice System.
Malden, MA: Blackwell Publishing, 2003.
Goodrich, Peter. Legal Discourse: Studies in Linguistics, Rhetoric, and Legal Analysis.
Basingstoke: Macmillan, 1987.
Holmes, James. 1972. The name and nature of translation studies. In Venuti Lawrence (ed.).
The Translation Studies Reader. London; New York: Routledge, 2000: 172–185.
 Introduction 15

Jordan, Ann D. Lost in the Translation: Two legal cultures, the common law judiciary and
the basic law of the Hong Kong special administrative region. Cornell International Law
Journal, 1997(2): 335–380.
Mellinkoff, David. The Language of the Law. Boston: Little, Brown and Company, 1990.
Šarčević, Susan. New Approach to Legal Translation. The Hague; Boston: Kluwer Law
International, 1997.
Toury, Gideon. Descriptive Translation Studies and Beyond. Amsterdam; Philadelphia:
John Benjamins Publishing Company, 1995.

Chu, Chiyu [朱志瑜]. 翻譯研究:規定、描寫、倫理 [Translation studies: Prescription,

description, and ethics]. 中國翻譯[Chinese Translators Journal], 2009(3): 5–12, 95.
He, Jiuying, Wang, Ning, & Dong, Kun [何九盈、王寧、董琨]. 辭源 [Ciyuan].
香港：商務出版社 [The Commercial Press (Hong Kong) Ltd.], 1979–1984.
Hu, Jianying & Sun, Shanze [胡健穎、孫山澤]. 抽樣調查的理論、方法和應用 [Theories,
Approaches and Application of Sampling Survey]. 北京：北京大學出版社 [Beijing:
Peking University Press], 2000.
Li, Kexing [李克興]. 法律翻譯理論與實踐 [Legal Translation: A Theoretical and
Practical Approach]. 北京：北京大學出版社 [Beijing: Peking University Press], 2007.
Li, Kexing & Zhang, Xinhong [李克興、張新紅]. 法律文本與法律翻譯 [Legal Texts
and Legal Translation]. 北京：中國對外翻譯出版公司 [Beijing: China Translation &
Publishing Corporation], 2005.
Luk, Man Wai [陆文慧]. 法律翻譯：從實踐出發 [Legal Translation in Practice].
香港：中華書局 [Hong Kong: Chung Hwa Book Co.], 2002.
Wang, Daogeng [王道庚]. 法律翻譯：理論與實踐 [Legal Translation – Theory and
Practice]. 香港：香港城市大學出版社 [Hong Kong: City University of Hong Kong
Press], 2006.
Wu, Weiping [吳偉平].語言與法律—司法領域的語言學研究 [Language and the Law:
Linguistic Research in the Legal Field]. 上海：上海外語教育出版社 [Shanghai:
Shanghai Foreign Language Education Press], 2002.
Online Hong Kong e-Legislation: https://www​.elegislation​.gov​.hk
2 Literature review

2.1 Reviewing studies on legal translation

This section reviews relevant studies on legal translation, categorising existing
research achievements in legal translation into four aspects: translation of legal
terms, features of legal language, theories, principles, and methods of legal transla-
tion, and text types of legal texts.

2.1.1 Reviewing translation of legal terms

Legal language and legal translation cover a substantial number of specialised

terms and vocabulary. Legal terminology refers to the legal concepts defined by
legal provisions, and its prominent feature is that its meaning is conferred by the
law, which means it is fixed and unique. Scholars have proposed principles and
strategies for translating legal terms.
For instance, Zhu (2002) suggests four basic principles for translating legal spe-
cialised terms: firstly, correctly understanding the precise meaning of the term in
its original context; secondly, seeking equivalent or closely equivalent specialised
terms in the domestic legal system as much as possible; thirdly, translating non-
equivalent terms as neutral terms used in non-specialised legal language, to avoid
confusion and ambiguity; and finally, translating ambiguous terms as ambiguous
terms, to keep ambiguity in the original. Li (2005) explores specific translation
methods for legal terms based on four lexical characteristics: speciality, formality,
objectivity, and accuracy.
Some scholars have explored the translation of specific legal words. For exam-
ple, Li (2007) provides a comprehensive analysis and summary of the modal verbs
‘shall,’ ‘must,’ and ‘may’ in legal texts, including their negative forms, which
express prohibitions in legal texts. Lin and Ji (2002) analyse the ‘的’ (de; of) struc-
ture in legal texts and classify it into eight categories: ‘whoever’ structure, ‘anyone
who’ structure, ‘no one who’ structure, subject-identifying structure, subject-com-
pleting structure, ‘where + person’ structure, ‘where + things’ structure, and ‘if
it is + adjective’ structure. Xin (2003) suggests that the translation of the names
of laws and regulations should be carefully examined and studied, i.e., attempt-
ing to achieve fidelity when translating Chinese laws and regulations, and faith-
fully reproducing the original text equivalent to the foreign treaties, agreements, or

DOI: 10.4324/9781003359180-2
 Literature review 17

laws when translating them. Qu and Xing (2005) analyse the translation of terms
such as ‘article, paragraph, subparagraph, and item’ in legal translation. Besides,
Translating Legal Language (Chen, 1998) and Translation Talks in the Legal
Garden (Chen, 2000) provide vivid and interesting examples of various translation
phenomena observed.
It can be observed that the above-mentioned studies mainly focus on the transla-
tion of legal terminology, while there is relatively less discussion on the sentence
and textual levels. As Šarčević (1997) noted, most scholars noticed the impor-
tance of legal terms because specialised legal terminology can better reflect the
typical characteristics of a legal system or constitution (Du, Zhang & Yuan, 2004).
Therefore, much of the research has been on the terminology aspect, with rela-
tively less research on textual and pragmatic aspects. In other words, compared
with micro-level research, macro-level research in this area is relatively scarce
(Šarčević, 1997: 2). This book primarily focuses on the translation of conditional
clauses in legal texts, addressing the gap in research at the macro level.

2.1.2 Reviewing features of legal language

In addition to the abundant research papers on legal terminology, scholars have

focused extensively on the linguistic features of legal texts. According to Cao
(2007: 23), ‘Legal language is not a universal technical language but one that is
tied to a national system, very different from the language used in pure science, say
mathematics or physics.’ Legal language exhibits significant differences compared
with other types of language.
The following are the primary characteristics of legal language in terms of
vocabulary and syntactic structure put forward by some Western scholars.
Cao (2007: 53) emphasises the following four aspects of lexical features in legal
translation: (1) legal conceptual issues and the question of the equivalence and non-
equivalence of legal concepts in translation; (2) legal terms that are bound to law and
legal institutions; (3) legal language as a technical language in terms of ordinary vs.
legal meanings, and legal synonyms; and (4) terminological difficulties arising from
linguistic uncertainty such as vagueness and ambiguity. Alcaraz and Hughes (2002:
5) highlight the main lexical features of legal English, including Latinisms, terms
of French or Noman origin, formal register and archaic diction, archaic adverbs and
prepositional phrases, redundancy (doublets and triplets), frequency of performative
verbs, and changing registers (euphemisms and contemporary colloquialism) . They
(2002: 18) also suggest six syntactic features of legal English, including unusually
long sentences, anfractuosity of English legal syntax, abundant use of the passive
voice, conditionals and hypothetical formulations, simple syntax of plain judicial
narrative, and active and passive parties in legal relationships (the suffixes -er/-or and
-ee). Mellinkoff (1990) also summarises nine lexical features, including common
words with specialised legal meanings, rare words from Old and Middle English,
Latin words and phrases, specialised French words, terms of art, professional jargon,
formal expressions, words with flexible meanings, and attempts at extreme precision.
Bhatia (1993: 106–113) presents the syntactic features of legal provisions, including
18 Literature review

sentence length, nominal character, complex prepositional phrases, binominal and

multinomial expressions, initial case descriptions, qualifications in legislative provi-
sions, and syntactic discontinuities. Gibbons (2003: 166) discusses a wide range of
issues on language and law, with a focus on the technical and specialised nature of
legal language. These scholars provide valuable insights into the unique features of
legal language, both in terms of vocabulary and sentence structures.
Furthermore, a number of Chinese scholars have provided detailed descriptions
of the characteristics of legal language.
Chen (2007: 10–15) identifies several prominent lexical features in legal English,
including specialised terminology, conversion of common words into specialised
words, formal vocabulary, Old English, loanwords, nominalisation of verbs, ambig-
uous terms, and the use of synonyms. Additionally, he summarises the syntactic
features of legal language, such as long sentences with complex sentence struc-
tures, passive voice, declarative sentences (predominant in legal English, with fewer
imperative, interrogative, and exclamatory sentences), complete sentences (with
comprehensive, detailed, and precise information), ‘if’ sentences, ‘shall’ sentences,
parallel sentence structures (commonly used in provisions to regulate), and common
patterns (e.g., patterns using ‘means,’ ‘includes,’ and ‘refers to’) (2007: 16–24). Ji
(1999) opines that legal English is the most formal style among various English
genres, characterised by the use of specialised terminology, archaic words, loan-
words, parallel words, and the use of ‘shall.’ Xiao (2001) mentions that the origins
of English-Chinese legal terms include keeping old legal terms, creating new legal
terms, adopting loanwords, and transforming general vocabulary into legal terms
within a common language. Wang (2003) acknowledges that apart from the impact
of lexical features on legal translation in English, differences in cultural background
can also pose challenges to legal translation. The divergences in writing, word
usage, and syntax between English and Chinese due to cultural differences can cre-
ate enormous difficulties. Furthermore, the translator’s legal and cultural knowledge
has an impact on legal translation, and the translator is required to have a sufficient
understanding of different legal systems and related aspects. The insights provided
by these Chinese scholars contribute to a comprehensive understanding of the char-
acteristics of legal language and the challenges they pose for translation.
To sum up, the descriptions of the characteristics of legal language mentioned
above provide valuable guidance for translators in the process of translating legal
texts. They also highlight the requirements placed on legal translators, emphasising
the need to pay attention to the specific features of legal language. Although the
inherent features of legal English make legal translation particularly challenging,
translators who are familiar with the lexical characteristics and syntactic patterns
of legal language will undoubtedly be more efficient and effective in their transla-
tion process.

2.1.3 Reviewing theories, principles, and methods of legal translation

Various scholars have put forward their views on the translation principles for legal
texts. For example, Du (2004) mentions three fundamental principles to consider
 Literature review 19

in legal translation: fairness, accuracy, and appropriateness. Qiu (2000) asserts

that legal texts emphasise accuracy and precision, and have strict requirements for
vocabulary, syntactic structures, and register. Therefore, the translation of legal
texts should adhere to the following principles: the use of solemn words, accuracy,
conciseness, consistency in terminology, and the use of specialised terminology. Li
(1997: 176), based on the analysis of major issues in legal translation and the char-
acteristics of legal writing, summarises six practical principles for legal translation:
accuracy and precision, consistency and identity, clarity and conciseness, profes-
sionalism, standardised language, and teamwork. These principles proposed by
scholars provide important guidance for translators in translating legal texts, ensur-
ing that the translation is faithful, accurate, and appropriate to the legal context.
In addition to the general principles of legal translation, many scholars have pro-
posed specific translation methods. Chen (2007: 34), based on the characteristics of
legal language and its specific legal functions, suggests that legal translation should
follow the principles of accuracy, precision, standardisation, and consistency. Fu
(2002) emphasises the need for precision in translating legal contracts, suggesting
that when translating from Chinese to English, the choice of words should be for-
mal, precise, and distinct. These specific translation methods proposed by scholars
take into account the unique features and functions of legal language, providing
translators with practical guidelines to ensure accurate and equivalent translations
of legal texts.
These translation principles and methods undoubtedly provide guidance for
translating legal texts. However, their limitation lies in the fact that they are pre-
scriptive rather than objectively derived from the description. Therefore, this
book adopts a descriptive research method to analyse the conditional clauses in
the Companies Ordinance in Hong Kong. This method yields more scientific and
objective conclusions, and the translation patterns derived are highly applicable to
practical translation. In this regard, compared with the aforementioned traditional
prescriptive principles and methods, conclusions based on descriptive research are
more practical for legal translation.

2.1.4 Reviewing text typology of legal texts

Apart from the above research focusing on specific aspects, scholars like Li and
Zhang (2005) have systematically described the issues of legal translation from
the perspective of text typology. While foreign translation theorists such as Nord
and Newmark mentioned the text typology of legal texts, they did not delve into
specific issues of legal translation. Chen (2007) explores the translation of legal
genres from the angles of stylistics, pragmatics, and rhetoric, which expands the
research field of legal translation to some extent and has practical significance
in guiding the improvement of translation efficiency and quality in specific legal
translation practices. Besides, there are research works that do not involve legal
translation theory but aim to impart practical skills, such as Sun (2003, 2004)
and Wang (2006). It is worth mentioning that among numerous works on legal
translation, Šarčević’s book New Approach to Legal Translation (1997) provides
20 Literature review

the most systematic and comprehensive discussion on legal translation. The first
half of the book introduces the special status of legal translation, the history of
legal translation, and the role of legal translators, while the second half primarily
focuses on the legal knowledge that translators need to possess in legal transla-
tion and how to handle the issues encountered in legal translation. These various
research works contribute to the understanding and development of legal transla-
tion theory and practice, offering valuable insights and guidelines for researchers
and practitioners in the field.

2.2 Reviewing studies on conditional clauses

This section first introduces various classifications of conditional clauses. It then
focuses on discussing the current research status of conditional clauses and their
translation in legal texts, based on which the research significance of this study will
be highlighted.

2.2.1 Introduction of conditional clauses

In contrast to main clauses, subordinate clauses are subordinate to a main clause

and cannot function as independent sentences. In English, there are three main
types of subordinate clauses: noun clauses (including subject clauses, object
clauses, predicative clauses, and appositive clauses), adjective clauses (also known
as relative clauses), and adverbial clauses (including clauses of time, condition,
result, purpose, reason, concession, place, manner, etc.). Adverbial clauses pri-
marily modify the main clause or the predicate of the main clause. According to
A Comprehensive Grammar of the English Language (Quirk et al., 1985), adver-
bial clauses can be categorised as clauses of place, time, condition, reason, result,
degree, concession, manner, comparison, purpose, and exception. When we speak
of conditional clauses, most people immediately think of sentences introduced by
‘if’ or the Chinese sentence pattern ‘如果 …… 那麼 ……’ (rú guǒ …… nà me
……; if … then …). But are there other introductory words besides ‘if’? Are there
other sentence types of conditional clauses? In natural language, the conditional
subordinate clause is mainly used to establish a certain situation, while the follow-
ing clause describes what would happen based on that situation. Although we often
express conditional relationships by using the compound sentence pattern ‘if …
then,’ this sentence pattern, strictly speaking, is not always a conditional clause.
This is because in some sentence patterns, there is no direct cause-and-effect rela-
tionship between the premise and the conclusion. A detailed explanation of types
of conditional clauses will be introduced below.
A systematic description of English conditional clauses can be found in var-
ious sources, including earlier works such as The English Verb (Palmer, 1974:
142–151) and A Comprehensive Grammar of the English Language (Quirk et al.,
1985: 1088–1097), as well as more recent works such as The Cambridge Grammar
of the English Language (Huddleston & Pullum, 2002) and Cambridge Grammar
of English: A Comprehensive Guide: Spoken and Written English Grammar and
 Literature review 21

Usage (Carter & McCarthy, 2006). With regard to the classification of ‘if’ condi-
tional clauses, there are three main classifications in grammar:

(1) Conditional clauses are divided into two categories: real conditionals and
unreal conditionals. Real conditionals are further subdivided into factual
conditionals and non-factual conditionals (non-factual conditionals are also
known as counterfactual conditionals).
(2) Conditional clauses are divided into two categories: direct conditionals and
indirect conditionals.
(3) Conditional clauses are divided into open conditional construction and remote
conditional construction.

In connection with the first classification, the Chinese scholar Zhang (1989: 1161–
1165) adopts Palmer’s viewpoint and proposes that conditional clauses, based on
whether the content or situation is factual or likely to be realised, can be classified
into real conditionals and unreal conditionals, which falls into the first classifi-
cation. In a typical real conditional clause, the content of the subordinate clause
serves as the reason and basis for the realisation of the situation in the main clause,
and the content of the main and subordinate clauses cannot be regarded as two
logically unrelated propositions. But in terms of an unreal conditional clause, the
relationship between the main and subordinate clauses is not as close as that in real
conditional clauses (Xu, 2005).
With respect to the second classification, Quirk et al. (1985: 1088) divide condi-
tional clauses into direct conditionals and indirect conditionals, stating that,

The central uses of conditional clauses express a direct condition: they con-
vey that the situation in the matrix clause is directly contingent on that of the
conditional clause. Put another way, the truth of the proposition in the matrix
clause is a consequence of the fulfilment of the condition in the conditional
clause … More peripheral use of conditional clauses expresses an indirect
condition. The condition is not related to the situation in the matrix clause.

Two examples provided can better illustrate these two situations:

Example 1: If you put the baby down, she’ll scream.

Chinese translation: 如果你把嬰兒放下，她就會尖叫。
In this sentence, the truth of the main clause ‘she’ll scream’ is contingent
on the realisation of the condition ‘your putting the baby down’, or it can be
understood as ‘If you don’t put the baby down, she won’t scream.’

Example 2: She’s far too considerate, if I may say so.

Chinese translation: 她太體貼了，如果我可以這麼說。
In this sentence, the truth of the assertion in the main clause ‘She’s far too
considerate’ is not dependent on agreement from the listener.
22 Literature review

In respect of the third classification, Huddleston and Pullum (2002: 738) propose
that a typical conditional construction consists of a protasis (conditional clause) and
an apodosis (consequent clause). The distinction between open and remote condi-
tional constructions lies in the fact that the latter often describes situations that
differ from reality. For example, ‘If you are under 18, you need parental approval.’
This is an open conditional construction. However, ‘If you were under 18, you
would need parental approval’ is a remote conditional construction (2002: 748).
The first and second classifications are similar, as they classify real and unreal
conditionals and direct and indirect conditionals based on the relationship between
the main and subordinate clauses in terms of content. The relationship between
the main and subordinate clauses in real and direct conditionals is closer than that
in unreal and indirect conditionals. However, the third classification is based on
whether the situation described in the conditional clause is consistent with reality.
In remote conditional constructions, the described situation often differs from real-
ity. Both of these conditional sentence categories can be found in the Companies
Ordinance, whose usage and translation will be discussed in detail in Chapter 4.
Currently, Modern Chinese Descriptive Grammar (Zhang, 2010) is one of the
most authoritative works on Chinese grammar. In this book, complex sentences are
classified into three types. (1) The first type is the factual relationship, which refers
to the relationship between objective facts, such as coordination and coherence.
(2) The second type is the logical relationship, which refers to the relationship
between judgements, such as cause and effect, hypothesis, and condition. (3) The
third type is the psychological or pragmatic relationship, which relates to the sub-
jective understanding of the speaker, such as progression and contrast (2010: 639).
Zhang (2010) points out that hypothetical complex sentences can be divided
into two types: general hypothetical complex sentences and ‘otherwise’ com-
plex sentences. Since the second type of complex sentence does not appear in the
Companies Ordinance, this study focuses on the discussion of the first type. The
typical pattern of a general hypothetical complex sentence is ‘If p, then q.’ Such
terms can be used to express hypothesis of ‘如果’ (rú guǒ): 如 (rú), 若 (ruò), 如若
(rú ruò), 若如 (ruò rú), 若是 (ruò shì), 若不然 (ruò bù rán), 要是 (yào shi), 要
(yào), 要不然 (yào bù rán), 假若 (jiǎ ruò), 假使 (jiǎ shǐ), 假如 (jiǎ rú), 假定 (jiǎ
dìng), 倘 (tǎng), 倘如 (tǎng rú), 倘若 (tǎng ruò), 倘使 (tǎng shǐ), 倘不然 (tǎng bù
rán), 設使 (shè shǐ), 設若 (shè ruò), 設或 (shè huò), and 萬一 (wàn yī). ‘就’ (jiù)
can be replaced by ‘便’ (biàn) or 則 (zé), before which ‘那’ (nà) or ‘那麼 ‘ (nà me)
can be used. It is worth noting that conditional clauses in this book refer to hypo-
thetical complex sentences, rather than conditional complex sentences. One of the
typical patterns of conditional complex sentences in Chinese is: ‘只要 (zhǐ yào;
as long as) p, 就 (jiù; then) q.’ The difference between the two lies in ‘如果’ (rú
guǒ) emphasises subjunctivity while ‘只要’ (zhǐ yào) emphasises conditions—the
minimum condition (Zhang, 2010: 678).
In addition, Xu (2002) extensively discusses conditional sentences, pointing
out that in Chinese, the sentence pattern ‘If p, then q’ is the most typical pattern
for expressing a hypothetical relationship between clauses. The basic structure of
this pattern includes three parts: a hypothetical clause p, a result clause q, and a
 Literature review 23

conjunction connecting them. The semantic characteristics of this pattern mainly

manifest as subjunctivity and conditionality. Subjunctivity focuses on the rela-
tionship between the situation described in each clause and objective reality. The
subjunctivity of the ‘If p, then q’ pattern is reflected in the fact that both the hypo-
thetical clause and the result clause may or may not represent real situations in the
actual world. That is to say, the situation described in either clause may be true in
the real world (possibility hypothesis), or it may be the opposite of what actually
exists in the real world (counterfactual hypothesis) (Xu, 2002: 23).
The conditionality of this pattern is based on subjunctivity, or in other words,
subjunctivity serves the purpose of establishing a condition. Subjunctivity is a phe-
nomenon or a way of constructing a possible world. The formation of any accepted
‘If p, then q’ construction implies that the speaker has created a possible world
that can be accepted by people. In this specific possible world, the existence of p is
expected to lead to or result in the occurrence of q. Therefore, in the ‘If p, then q’
pattern, the speaker constructs a possible world with the purpose of establishing a
conditional relationship between the clauses p and q (Xu, 2002: 24).

2.2.2 Status quo of conditional clauses in legal documents

In common texts, although conditional clauses are often introduced by ‘if,’ there
are also other expressions, demonstrating the richness of language. This feature of
conditional clauses is also evident in legal language, because legal language shares
common features with common texts, serving as the foundation for the correct
understanding of legal texts. However, compared with common texts, conditional
clauses in legal English possess the logical structure and characteristics of leg-
islative statements. Such legislative statements typically consist of factual situa-
tions and legal statements, with the former generally expressed through conditional
clauses and the latter through main clauses. The two together form a complete
sentence and reflect the rigorous legal logic (Yin & Han, 2009).
Nevertheless, the conditional meaning in legal logic does not entirely rely on the
conjunction ‘if.’ In English, some conjunctions are rarely used to indicate condi-
tional relationships in common texts but are frequently employed in legal texts. For
example, the conjunction ‘when’ predominantly denotes temporal relationships in
common texts. But this concept in legal language is often extended to convey a
conditional meaning, emphasising the logical relationship between factual situa-
tions and legal assertions. There is limited research on conditional clauses in legal
texts: Tang’s (2010) descriptive translation study of conditional clauses in mari-
time conventions is the only research identified. Tang believes that the majority of
conditional clauses are rendered through hypotactic translation. Although his study
provides a comprehensive statistical and descriptive analysis of translation meth-
ods for introductory words for conditional clauses, in-depth analysis and explana-
tion are not offered.
Therefore, the current research on conditional clauses is far from sufficient.
This study, by exploring the translation of conditional clauses in the Companies
Ordinance, aims to identify various translations of introductory words for
24 Literature review

conditional clauses, highlight the similarities and differences among these intro-
ductory words, and examine translation patterns for conditional sentences.

2.2.3 Translation of conditional clauses in legal texts

Regarding the translation of conditional clauses in legal texts, several scholars

have presented their own insights. For instance, based on his research on legal
texts, Li (2008) employs the method of operative analysis and identifies three main
elements in typical legal sentence patterns: legal subject, legal action, and legal
case/condition. He argues that procedural legal sentences consist of two basic
components: the main clause of legal subject and legal action, and the conditional
clause that establishes conditions, qualifications, or requirements. Li summarises
the translations of six groups of eight introductory words for conditional clauses
commonly found in legal texts. ‘If’ is generally translated as ‘如’ (rú) or ‘如果’
(rú guǒ) (however, at the national level, abbreviated forms, such as ‘如’ (rú), are
seldom used, reflecting the rigorous or conservative nature of legislative language).
‘Where’ is translated as ‘凡’ (fán) in Hong Kong, while in mainland China, it
is commonly expressed by the structure of ‘……的’ (……de). For conditional
clauses introduced by ‘when,’ it is necessary to first determine if it introduces a
conditional clause. If so, it can be translated as ‘如’ (rú) or ‘凡’ (fán). ‘In case’ and
‘in the event’ are often translated as ‘萬一’ (wàn yī) or ‘一旦’ (yī dàn) to convey
the sense of rare occurrences. ‘Should’ indicates a stronger hypothetical state, and
it can be translated as ‘假如’ (jiǎ rú) or ‘萬一’ (wàn yī). ‘Provided that’ and ‘pro-
viding that’ are archaic terms that can be translated as ‘倘若’ (tǎng ruò), which
stylistically pairs well with these archaic terms.
In addition, many scholars, when discussing the translation of long sentences
in legal texts, also mention the translation of conditional clauses. Given that legal
language tends to be complex, one prominent feature of legal language is the fre-
quent use of long sentences, often referred to as the one-paragraph-one-sentence
structure by legal drafters and translators. In English and Chinese legal texts, this
tendency to use long sentences stems from the legislators’ attempt to encompass all
relevant information on a specific issue within a single complete sentence, avoid-
ing potential ambiguity that may arise from several fragmented sentences. For
instance, a legislative statement should consist of three or more main clauses, each
main clause being further modified and restricted by several subordinate clauses.
In this way, such long sentences are less prone to be misunderstood because read-
ers do not need to interpret or verify the relationships between independent sen-
tences. Moreover, a series of short sentences can lead to unnecessary repetition or
confusing referential relationships, potentially affecting the effectiveness of com-
munication. Therefore, most scholars advocate for the use of the one-paragraph-
one-sentence structure in the drafting and translation of legal texts.
Yuan (2008) points out that due to the normative function and informational
function inherent in legal language, which are achieved through prescriptive and
descriptive means, the use of conditional clause structures in legal language has
become very common. The extensive use of conditional clauses in legal English
 Literature review 25

has long been noticed. Coode (1848) proposed that the elements constituting con-
ditional clauses in legal English can be categorised as case, condition, legal subject,
and legal action. Coode firstly explains the two essential elements of the legal sub-
ject and the legal action (Coode, 1848: 9–10):

The person who may or may not, or shall or shall not do something or submit
to something, is the legal subject of the legal action … The description of
the legal subject determines the extent of the law. On this portion of every
legal sentence it depends whether a right or privilege shall be limited to too
few persons or extended to too many; whether an obligation is imposed on
more persons than is necessary or is not extended to sufficient persons in
order to secure the correlative right; whether powers are reposed in right or
wrong persons; whether sanctions are or are not made to fall on the proper
subjects. Generally, be the law in itself good or bad, it is on this portion, the
description of the legal subject, that its equal or unequal incidence upon per-
sons depends … The legal action is that part of every legislative sentence in
which the right, privilege, or power, or the obligation or liability, is defined,
wherein it is said that a person may or may not, or shall or shall not do any
act, or shall submit to some act. As the legal subject defines the extent of the
law, so the description of the legal action expresses the nature of the law.
The selection of the legal subject is important; but it is on the description of
the legal action that the whole function of legislation exercises and exhausts
itself … Such are the essential elements of every legal sentence. Without
both the legal subject and the legal action no law can be written; and all
enactments of universal and constant operation consist of these alone.

Then Coode continues to explain the optional elements of the case and the condi-
tion (Coode, 1848: 22–23):

It is, that wherever the law is intended to operate only in certain circum-
stances, those circumstances should be invariably described before any other
part of the enactment is expressed … A law universal as to its subjects, and
restricted or not restricted to certain occasions (cases), may still operate only
upon the performance by some person of certain conditions. It is not till
something has been done that the right can be enjoyed, or that compliance
with the obligation can be enforced, or that the liability can be applied. These
conditions are invariably conditions precedent. The action of the law never
takes place till these are complied with. No such thing as the so-called con-
ditions subsequent or executory can be conceived to apply to a legal action.
The expression of the condition is of very high importance … Conditions
are more frequently expressed as the conditions of enforcing an obligation
on another; if in these cases the condition is in any respect more stringent
than necessary, it so far prevents the enforcement of the obligation; on the
other hand, every word by which the condition is made less stringent makes
the obligation more so, and renders the law unnecessarily hard, by imposing
26 Literature review

obligations of an extent disproportionate to the value of the right to which

they subserve.
He mentioned several examples to explain those four elements, and two typical
examples are presented here (Coode, 1848: 39):

Example 1:

Legal case: Where any Quaker refuses to pay any church rates,
Legal condition: if any churchwarden complains thereof,
Legal subject: one of the next Justices of the peace,
Legal action: may summon such Quaker.

In this example, the first two components are used to describe the legal case and
the legal condition, while the latter two components are used to describe the legal
subject and the legal action they should take.

Example 2:

Cases: Where there is any question between any ‘parishes’ touching the
boundaries of such ‘parishes’,
or where such parishes are desirous of having such boundaries ascertained,
or a new boundary line defined;
Condition: if a majority of not less than two-thirds in number and value of the
landowners of such parishes make application in writing;
Legal subject: THE TITHE COMMISSIONERS for England and Wales, or
any of their Assistant Commissioners,
First legal action: may deal with any dispute or question concerning such
boundaries,
Second legal action: and may ascertain, adjust, set out, and define the ancient
boundaries between such parishes,
Third legal action: or may draw and define a new line of boundary as they
may see fit.

In this example, longer and more complicated than Example 1, there are two legal
cases, one legal condition, one legal subject, and three legal actions. As long as
we identify those four elements, we can clearly understand the sentence structure.
In English legal provisions, the fact situation is typically expressed by a condi-
tional clause, while the statement of law is expressed by the main clause. Together,
they form a complete sentence that conveys the legal logic structure of ‘If P1 + P2,
then Q.’ Therefore, Coode’s Example 1 can be rewritten in the following form:

Fact-situation: where a churchwarden files a complaint against a Quaker for

refusing to pay any church rates
Statement of law: one of the next Justices of the peace may summon such
Quaker
 Literature review 27

In legal translation, it is essential for translators to grasp the feature of conditional

clauses. Conditional clauses in legal English are often expressed in the following
formula: ‘If X, then Y shall do Z’ or ‘If X, then Y shall be Z.’ Here, ‘If X’ repre-
sents the case to which the legal system applies, ‘Y’ represents the legal subject,
and ‘Z’ represents the legal action. This format is widely used in legal English, and
understanding this format is helpful for translating conditional clauses.

2.3 Research gap
Given the status quo of the above research, there is still significant research space
with regard to conditional clauses in legal texts and further investigation can be
conducted on the specific analysis of such sentences. Therefore, the author has cho-
sen the Companies Ordinance as the research subject to examine different transla-
tions of conditional clauses. The selection of Hong Kong ordinances is based on
the following four reasons:

(1) Firstly, Hong Kong is a bilingual society, and its legal system requires the
availability of both Chinese and English versions of ordinances, which are
equally authentic. This provides a complete parallel text for the analysis of
conditional clauses in this study.
(2) Secondly, conditional clauses are important syntactic structures in legislative
provisions, and according to the author’s preliminary statistics, conditional
clauses have a significant presence in Hong Kong legislation (e.g., account-
ing for 44% in the Companies Ordinance). Therefore, gaining an in-depth
understanding of the syntactic structure and translation patterns of conditional
clauses is of great significance.
(3) Thirdly, the derived translation patterns can serve as reference guidelines for
translators in handling the translation of conditional clauses in the future.
(4) Lastly, there are relatively few scholars who have conducted comprehensive
research on Hong Kong bilingual ordinances, particularly on sentence struc-
tures (or more specifically, conditional clauses). Hence, exploring various
translations and patterns for conditional clauses in this context would greatly
assist translators in effectively translating legal texts.

2.4 Summary
This chapter primarily examines the existing literature in legal translation research,
categorising the research achievements into four aspects: translation of legal terms,
features of legal language, theories, principles, and methods of legal translation,
as well as research on legal text types and other related areas. It can be observed
that significant progress has been made in these areas of legal translation research;
however, the study of sentence structures in legal texts, particularly the analysis
of conditional clauses, is relatively insufficient. Then the chapter summarises the
research on sentence structures in legal texts, with a specific focus on the study
of conditional clauses. Also, the chapter highlights the differences in the use of
28 Literature review

conditional clauses between general texts and legal texts, identifies the syntactic
characteristics of conditional clauses in legal texts, and explores their translation
patterns. It is evident that there is ample research space for exploring the translation
of conditional clauses through detailed analysis. Subsequently, this book attempts
to investigate the various translation methods and sentence patterns of conditional
clauses in the context of the Companies Ordinance, in order to provide references
for translators when translating conditional clauses.

References
Alcaraz Varó, Enrique & Hughes, Brain. Legal Translation Explained. Manchester;
Northampton: St. Jerome Publishing, 2002.
Bhatia, Vijay K. Analysing Genre—Language Use in Professional Settings. New York:
Longman Group Limited, 1993.
Cao, Deborah. Translating Law. Clevedon; Buffalo: Multilingual Matters, 2007.
Carter, Ronald & McCarthy, Michael. Cambridge Grammar of English: A Comprehensive
Guide – Spoken and Written English Grammar and Usage. Cambridge: Cambridge
University Press, 2006.
Coode, George. On Legislative Expression; or, The Language of the Written Law.
Introduction to a digest of the Poor Laws attached to the 1843 Report of the Poor Law
Commission. Repr. In Drieger, E.A. (1957), The Composition of Legislation, 1848.
Gibbons, John. Forensic Linguistics: An Introduction to Language in the Justice System.
Malden, MA: Blackwell Publishing, 2003.
Huddleston, Rodney & Pullum Geoffrey K. The Cambridge Grammar of the English
Language. Cambridge: Cambridge University Press, 2002.
Mellinkoff, David. The Language of the Law. Boston: Little, Brown and Company, 1990.
Palmer, F.R. The English Verb. London: Longman Group Limited, 1974.
Quirk, Randolph, Greenbaum, Sidney, Leech, Geoffrey, & Svartvik, Jan A Comprehensive
Grammar of the English Language. London; New York: Longman, 1985.
Šarčević, Susan. New Approach to Legal Translation. The Hague; Boston: Kluwer Law
International, 1997.

Chen, Jiangping [陳建平]. 法律文體翻譯探索 [An Exploration into the Translation of

Legal Texts]. 杭州：浙江大學出版社 [Hangzhou: Zhejiang University Press], 2007.
Chen, Zhongcheng [陳忠誠]. 法窗譯話 [Translating Legal Language].
北京：中國對外翻譯出版公司 [Beijing: China Translation & Publishing Corporation],
1998.
Chen, Zhongcheng [陳忠誠].法苑譯譚 [Translation Talks in the Legal Garden].
北京：中國法制出版社 [Beijing: China Legal Publishing House], 2000.
Du, Jinbang [杜金榜]. 法律語言學 [Forensic Linguistics]. 上海：上海外語教育出版社
[Shanghai: Shanghai Foreign Language Education Press], 2004.
Du, Jinbang, Zhang, Fu, & Yuan, Liang [杜金榜、張福、袁亮]. 中國法律
法規英譯的問題和解決 [Problems and solutions to the English translation of Chinese
laws and regulations]. 中國翻譯 [Chinese Translators Journal], 2004(3): 72–76.
Fu, Weiliang [傅偉良]. 合同法律文件翻譯談—談《中華人民共和國合同法》的部
分譯文 [Talk on translation of legal documents and contract documents – Commenting
on parts of English version of the translation of the contract law of people’s Republic of
China]. 中國翻譯 [Chinese Translators Journal], 2002 (5): 42–45.
 Literature review 29

Ji, Yiguang [季益廣]. 法律英語的文體特點及英譯技巧 [Stylistic characteristics of legal

English and English translation skills]. 中國翻譯 [Chinese Translators Journal], 1999
(4): 6–9.
Li, Kexing [李克興]. 論法律翻譯的基本原則 [On basic principles of legal translation].
翻譯季刊 [Translation Quarterly], 1997 (3&4): 176–201.
Li, Kexing [李克興]. 法律翻譯理論與實踐 [Legal Translation: A Theoretical and
Practical Approach]. 北京：北京大學出版社 [Beijing: Peking University Press].
2007.
Li, Kexing [李克興]. 法律英語條件句的寫作和翻譯 [Composing and translating
conditional clauses in legal texts]. 中國翻譯 [Chinese Translators Journal], 2008
(4)：71–77, 96.
Lin, Kenan & Ji, Mingwen [林克難、籍明文]. 法律文字中‘的’字结构翻译探讨.
中國科技翻譯 [Chinese Science & Technology Translators Journal], 2002 (3): 20–22.
Li, Li [李麗]. 法律英語詞彙的特點及其翻譯 [Lexical characteristics of legal English and
the translation] 中國科技翻譯 [Chinese Science & Technology Translators Journal],
2005 (3): 14–16.
Qiu, Guixi [邱貴溪]. 論法律文件翻譯的若干原則 [Some principles for the translation
of documents of law]. 中國科技翻譯 [Chinese Science & Technology Translators
Journal], 2000 (2): 14–17.
Qu, Wensheng & Xing, Caixia [屈文生、邢彩霞]. “法律翻譯中的“條”、“款”、“項”、“目”
[“article”, “paragraph”, “subparagraph”, and “item” in legal translation]. 中國翻譯
[Chinese Translators Journal], 2005 (2): 63–66.
Sun, Wanbiao [孫萬彪]. 漢英法律翻譯教程[A Course in Translation of Legal Documents:
Chinese-English]. 上海：上海外語教育出版社 [Shanghai: Shanghai Foreign Language
Education Press], 2004.
Sun, Wanbiao [孫萬彪]. 英漢法法律翻譯教程[A Course in Translation of Legal Documents:
English-Chinese]. 上海：上海外語教育出版社 [Shanghai: Shanghai Foreign Language
Education Press], 2003.
Tang, Peipei [唐培培]. 基於語料庫的國際海事公約中條件句翻譯的描述性研究
[A Corpus-based Descriptive Study on the Translation of Conditionals in International
Maritime Conventions]. 大連海事大學 [Dalian Maritime University], Master
dissertation in 2010.
Wang, Daogeng [王道庚]. 法律翻譯：理論與實踐 [Legal Translation – Theory and
Practice]. 香港：香港城市大學出版社 [Hong Kong: City University of Hong Kong
Press], 2006.
Wang, Jian [王建]. 影響法律英語翻譯的因素 [On the factors that influence the translation
of legal English]. 中國科技翻譯 [Chinese Science & Technology Translators Journal],
2003 (1): 1–5.
Xiao, Yunshu [肖雲樞]. 英漢法律術語的特點、詞源及翻譯 [The Characteristics,
etymology and translation of legal terms both in English and Chinese]. 中國翻譯
[Chinese Translators Journal], 2001 (3): 44–47.
Xin, Gu [辛谷]. 法律法規名稱的翻譯 [Translation of names of laws and regulations].
中國科技翻譯 [Chinese Science & Technology Translators Journal], 2003 (3): 25–28.
Xu, Lijie [徐李潔]. IF-條件句分類再研究 [Reinvestigating categories of IF-conditional
clauses]. 四川外語學院學報 [Journal of Sichuan International Studies University],
2005 (2): 64–69.
Xu, Yangchun [徐陽春]. 現代漢語複句的各種類型 [A Study on Sentence Patterns of
Modern Chinese Complex Sentences]. 北京：中國社會科學出版社 [Beijing: China
Social Sciences Press], 2002.
30 Literature review

Yin, Hongshan & Han, Yuhua [尹洪山、韓玉花]. 立法語言中的條件概念及其翻譯技巧

[Conditional concept in legislative language and the translation thereof].
青島科技大學學報 [The Journal of Qingdao University of Science and Technology],
2009 (4): 92–94.
Yuan, Huaping [袁華平]. 法律英語中長句的翻譯 [Translation of long sentences in legal
English]. 湖南農業大學學報 [Journal of Hunan Agricultural University], 2008 (6):
147–149.
Zhang, Bin [張斌]. 現代漢語描寫語法 [Modern Chinese Descriptive Grammar].
北京：商務印書館 [Beijing: The Commercial Press], 2010.
Zhang, Zhenbang [章振邦].新編英語語法教程 [A New English Grammar Coursebook].
上海：上海外語教育出版社 [Shanghai: Shanghai Foreign Language Education Press],
1989.
Zhu, Dingchu [朱定初]. 評復旦大學《法律英語》中的譯註—兼談法律專門術語翻譯
的基本原則 [Comments on the mistranslated terms in English for the legal profession:
Some basic rules of translation of legal terms of art]. 中國翻譯 [Chinese Translators
Journal], 2002 (3): 65–70.
3 Text typology and legal translation

3.1 Text typology in translation studies

There are two types of classification of text types based on different standards: the first
one is the early classification based on the subject matter, and the second one is the
classification proposed by Reiss, which categorises texts according to their functions.

3.1.1 Classification based on the subject matter

Classification based on the subject matter refers to categorising texts according to

the specific subject or content they address.

(1) Translation of biblical texts and non-biblical texts

The translation of biblical texts can be traced back to as early as 340 ad when
Hieronymus, i.e., Saint Jerome, one of the most influential translation theorists
in Western history and the official translator of the Bible, stated that,
Now I not only admit but freely announce that in translating from the
Greek - except of course in the case of Holy Scripture, where even the syn-
tax contains a mystery - I render, not word for word, but sense for sense.
(cited in Robinson, 1997: 25)

During that time, the Bible was considered supremely sacred and inviolable
for Christians, and not everyone could interpret it. Translators of the Bible
had to hold a high position and were required to provide a literal transla-
tion of its content without arbitrary interpretations or alternations. Based on
this, Hieronymus classified texts into biblical texts and non-biblical texts and
believed that the translation of the Bible should be word for word, while non-
biblical texts should be sense for sense.

(2) Translation of literary texts and non-literary texts

From the 14th century, Europe witnessed the Renaissance movement, which advo-
cated for individual liberation, opposed medieval religious beliefs, and challenged
the intellectual constraints imposed by the Church. It affirmed human rights,
rejected divine authority, and cast aside the authority of theology and traditional
dogmas. The Renaissance movement had a profound impact on various fields,
DOI: 10.4324/9781003359180-3
32 Text typology and legal translation

including natural sciences, painting, music, literature, architecture, and more. With
the increased status of literature, the translation of literary texts gradually gained
recognition and attention. Therefore, texts are classified into literary and non-liter-
ary categories. Even today, many scholars follow this classification, and numerous
translation researchers invest their efforts in the study of literary translation.
(3) Translation of artistic works and commercial texts
In the early 19th century, Schleiermacher limited his research to translation
from one language into another, and he proposed two types of translation:
translation in the field of commerce and translation in the fields of scholarship
and art. He also pointed out that there is no absolute boundary between these
two types of translation, which overlap to some extent (cited in Robinson,
1997: 226). He referred to the first type of translation as the work of an inter-
preter, where oral communication is paramount in the commercial field. The
second type of translation is the responsibility of the translator proper, as only
written translation can ensure the longevity of artistic and scholarly works.
(4) Translation of texts with conceptual and interpersonal functions
House is one of the scholars who applied Halliday’s systemic functional lin-
guistics to translation studies. Based on the framework of functional linguis-
tics, she proposed a quality assessment system for translation. Regarding text
types, she believed that Reiss’s and Vermeer’s classification of text types was
too simple, though it can serve as a basis for selecting and categorising texts for
analysis. Instead, by adopting a traditional two-fold classification and labelling
it with the functional linguistic terms ‘ideational’ and ‘interpersonal,’ House
divided translation into two categories: conceptual function and interpersonal
function. The conceptual function is further divided into technical texts and
non-technical texts, while the interpersonal function is divided into fictional
and non-fictional texts (House, 1997: 36).
(5) Translation of practical texts and literary or artistic texts
Delisle believed that translation is a complex task and that the translation pro-
cess cannot be simplified. Regardless of the nature of the text to be translated,
different requirements are placed on the translator’s qualifications. Some texts
require the translator to have a command of specific language registers and a
keen artistic sense (such as literary texts), while others require the translator to
possess specialised knowledge (such as technical and scientific texts). Dennis
focused more on the translation of practical and ordinary texts. He pointed
out that his research is limited to pragmatic texts, thereby excluding the study
of literary texts, and he believed that these two types of texts have different
characteristics. It can be seen that he divided translation into two categories:
pragmatic texts and literary or artistic texts (Delisle, 1988: 1).
(6) Translation of literary texts, general language texts, and special language texts
Snell-Hornby put forward a prototypology for different types of text transla-
tion and provided a blueprint for various types of text translation. She adopted
 Text typology and legal translation 33

an integrated approach to text classification and established translation models

for each text type, so as to determine translation standards based on the char-
acteristics of each text type. She categorised texts into three types: literary
translation, general language translation, and special language translation. In
her prototypology, Snell-Hornby classified legal texts as a category of spe-
cial language texts (Snell-Hornby, 1988: 32). Furthermore, she emphasised
that these classifications are not fixed but a dynamic continuum, reflecting the
dynamic relationship between text types and translation criteria.
(7) Literary translation, Bible translation, and industrial translation
Sager classified translation activities into three types: literary translation, Bible
translation, and industrial translation. Specifically,
Literary translation is generally considered somehow different from other
translations and we instinctively put it into a separate category. This is
largely because the purpose of a literary work cannot be specified in the
simple terms of the intentions hitherto presented; nor can reader expecta-
tion be so analysed … Bible translation has historically been perceived as a
separate form with its own methods and practices justified by the nature of
the source language texts, the historical distance between text and reader,
the inherent value and integrity of the texts as a whole and, of course,
the use of these texts … The third major translation activity is much less
coherent and embraces all professional translation outside these two areas.
They are grouped together here as a basis for establishing a model of the
translation process which accounts for the regular application of machine
translation and other advanced tools of the language industry.
(Sager, 1993: 160–165)
From the above seven classifications of texts, it can be seen that legal texts hold
a distinct position among all texts. The translation of legal texts differs from
the translation of literary or artistic works. It falls under the category of non-
literary, practical, industrial, commercial texts, or special texts. This viewpoint is
widely shared among scholars. However, there are certain flaws in using the clas-
sification based on subject matter to determine the translation strategy for legal
translation. Firstly, some scholars (e.g., Schleiermacher) argue that the transla-
tion of commercial texts (including legal texts) can be achieved through inter-
lingual substitution. They believe that the meaning and expression of such texts
are essentially the same across different languages. Consequently, the translation
of these texts requires neither interpretation nor artistic creativity. It is viewed
as a mechanical process and thus an inferior type of translation. Clearly, this
perspective is one-sided. Nowadays, legal translators are required not only to
master two or more languages but also to possess in-depth knowledge of various
legal concepts, legal systems, and other specialised expertise. Legal translation
is far from being a mechanical process, and labelling it as ‘inferior translation’
is unfounded. Secondly, this kind of broad classification fails to assist in deter-
mining the translation strategies for specific texts. While this classification can
34 Text typology and legal translation

determine the category to which legal texts belong, it does not provide specific
translation strategies for a particular text type, such as legal texts. Therefore, an
alternative classification method is needed to differentiate the categories of legal
texts in detail and thus determine appropriate translation strategies for legal texts.

3.1.2 Classification based on text function

With the emergence of sociolinguistics, pragmatics, and functional linguistics,
some scholars have recognised the importance of language function and have
attempted to classify translated texts based on their language functions. While the
traditional classification of texts mentioned earlier is too general, it can be said
that Reiss’s text typology provides a more systematic and scientifically grounded
approach, with greater practical value. According to the traditional classification,
legal texts are considered of low translation status, and the translation strategy
should be literal translation. However, these arguments, which are mainly based on
the nature of legal texts themselves and the characteristics of legal language, over-
look a crucial point: legal translation, the same as other texts, serves a function.
Reiss’s text typology provides a new framework for legal translation by assert-
ing that different types of texts have different functions, and it is the function that
determines the text type. Nevertheless, scholars still hold divergent views on the
functions of legal texts within the framework of translation typology. By examin-
ing different scholars’ perspectives on the functions of legal texts, this study aims
to explore the primary functions of legal texts.
In the 1970s, the German scholar Reiss introduced functionalism, which had
a significant influence on the development of contemporary translation theories.
Functionalism, further developed by subsequent scholars such as Nord, Vermeer,
Snell-Hornby, and House, formed an important school known as German func-
tionalism. The main members of this school are still active in the translation arena
today. Reiss’s major contribution to translation theories was the introduction of
text typology within the framework of functionalism, i.e., different types of texts
require different translation strategies. In the past, scholars attempted to establish
a translation strategy applicable to all texts. However, Reiss broke away from this
framework and put forward the innovative concept that different texts serve differ-
ent functions, and these functions determine the text type, which in turn determines
its translation strategy.
Many scholars have explored the functions of legal translation. For example:

(1) Jumpelt categorised special-purpose texts into four groups based on disci-
plines: technical texts, texts of the natural sciences, texts of the social sci-
ences, and other texts. The category of texts of the social sciences includes
sociology, economics, political science, finance, and law. Jumpelt argues that
all special-purpose texts serve the function of providing information and have
an informative function (cited in Šarčević, 1997). In other words, Jumpelt sug-
gests that legal texts, including those within the social sciences, are also texts
with an informative function.
 Text typology and legal translation 35

(2) Reiss (1971) proposed a translation-oriented text typology based not only on
the subject matter but, more importantly, on text function. Her text typology
was inspired by Bühler’s (1990) three-fold classification of language func-
tions, which categorises texts into expressive, conative, and informative func-
tions. In subsequent research, Reiss provided numerous examples to support
her findings. Reiss opined that informative texts include notices, reports,
philosophical texts, and essays, as well as laws and contracts, which means
she classified laws and contracts as informative texts, the same as Jumpelt’s
perspective.
(3) Weber demonstrated that the formal linguistic characteristics of special-pur-
pose texts are determined by their functions. He proposed a typology for cre-
ating special-purpose texts based on Halliday’s functional types. According
to Weber, texts can be predominantly instrumental, regulatory, interactional,
personal, heuristic, imaginative, or representational. However, his analysis
indicates that special-purpose texts have only one function, which is represen-
tational. This finding supports the notion that special-purpose texts, including
legal texts, primarily serve an informative function (cited in Šarčević, 1997).
(4) Newmark also classified texts based on Bühler’s model of language functions.
However, unlike Reiss, Newmark recognised that while statutes and contracts
can be considered informative to some extent, their primary function is not to
provide information but rather to make appeals or give commands. Therefore,
Newmark categorised statutes as vocative texts, which serve a vocative func-
tion. Furthermore, he distinguished this function into two subcategories:
directive and imperative (Newmark, 1982: 13–15). Later, he expanded the
classification by incorporating Jacobson’s theory and added aesthetic, phatic,
and metalingual functions. However, Newmark changed his previous view
and categorised regulations and legal texts as expressive texts, considering
the core of expressive function to be the thoughts of the speaker or author.
Thus, laws and regulations are seen as authoritative texts under the category
of expressive texts. Newmark’s expressive texts include serious imaginative
literature, authoritative statements, autobiography, essays, and personal cor-
respondence. When discussing authoritative statements, he mentioned statutes
and legal documents, suggesting that they belong to expressive texts along
with serious literature, autobiography, essays, and personal correspondence
(Newmark, 1988: 39).
(5) Sager proposed five purposes of communication: social, informative, direc-
tive, discursive, and evaluative. He emphasised that

Directive messages are reader-oriented: if readers respond in the

expected way, or more specifically, do what they have been told, the
communication has been successful … The most basic example of
the directive purpose is seen in requests, orders, instructions, prohibi-
tions, exhortations, warnings and their distinctive formal requirements
are obvious … The directive purpose may apply to a limited num-
ber of readers only, as in laws and regulations where the purpose is
36 Text typology and legal translation

informative for the general reader and directive for the specific group
of people listed, or falling into the categories set out.
(Sager, 1993: 70)

(6) Jiang (1995: 211–213) based his analysis on Nida’s (1964) eight functions
of language communication: expressive function, cognitive function, interper-
sonal function, informative function, directive function, operative function,
emotive function, and aesthetic function. By excluding certain functions, Jiang
identified the primary functions of legal discourse. He argued that the emo-
tive and aesthetic functions are exclusive to literary discourse and have no
relevance to legal discourse. The expressive and interpersonal functions pri-
marily belong to conversational discourse. The cognitive function mainly per-
tains to scientific and political discourse and is less relevant to legal discourse.
Therefore, the remaining three functions, namely informative, directive, and
operative functions, are the key functions of legal discourse. Jiang (1995: 213)
further pointed out,

As the carrier of legal information, the first function of legal discourse

is to bear, store, transmit, and convey legal information, which is the
informative function of legal discourse … Another important function
of legal discourse is issuing directives because legal discourse is not just
general information but a type of directive information … Its content
instructs people to engage in lawful behaviour and prohibits them from
engaging in unlawful behaviour, thereby regulating social behaviour …
The third function of legal discourse is the execution of laws and orders
as a tool for law enforcement, which is its operative function.

(7) Teng and Kong (2008: 38) discussed the text types of legal texts. They criti-
cised the tendency of some scholars (including Reiss) to categorise the main
functions of legal texts as either informative or vocative and argued that such
categorisation overlooks the holistic picture. They proposed that the primary
function of prescriptive legal texts is to provide accurate information to readers
about rights, obligations, and restrictions, and the function of non-prescriptive
legal texts is focused on presenting the case instead of purely conveying infor-
mation. They fully agree with Snell-Hornby’s viewpoint that the translation of
legal documents should be considered a form of special language translation
that prioritises textual information (Snell-Hornby, 1988: 32).
(8) Jürgen Habermas, a philosopher and sociologist, agrees with Bühler’s clas-
sification and undoubtedly asserts that laws and contracts have a regulatory
function, belonging to the category of vocative texts in Bühler’s classification
(cited in Šarčević, 1997).
(9) Šarčević argued that the primary function of legal texts is not only to provide
information but, more importantly, to have a vocative function. She believed
that the core of legal translation is to express the same intention as the origi-
nal text, rather than its content or form. She revisited Bühler’s three-fold
 Text typology and legal translation 37

classification of language functions, namely informative function (primarily

describing the state of the real world, emphasising the text of objects and/or
facts), expressive function (sender-oriented, aiming to enrich the world), and
vocative function (receiver-oriented, aiming to change the world by inspiring
or imposing behaviour on the receiver). From the examples cited by Bühler,
Šarčević observed that the vocative texts not only include persuasive texts but
also regulatory texts. It is evident that laws and regulations belong to the cat-
egory of regulatory texts. Although Bühler did not specifically mention legal
texts, he emphasised that texts controlled by imperative sentences fall into the
category of vocative texts, and imperative sentences are frequently used in
regulatory texts. Therefore, Šarčević classified legal texts as a type of vocative
text (1997: 10). Based on this, she put forward her own viewpoint (Šarčević,
1997: 73):

The (legal) translator’s main task is to produce a text that will lead to the
same legal effects in practice … While the presumption of equal effect
has priority over that of equal meaning, both are subordinate to the pre-
sumption of equal intent.

Based on the above analysis of different scholars’ perspectives, it is undeniable that

there is a trend to classify texts based on their functions (such as Sager). However,
there are inconsistent views among scholars regarding the functions of legal texts.
In the following analysis, a detailed examination will be conducted, so as to iden-
tify the text types of legal texts and corresponding translation strategies.

3.2 Text typology in legal translation

The aforementioned scholars have put forward their own views on the types of
legal texts, which can be broadly categorised into three groups.

(1) The first group, represented by Jumpelt, Reiss, and Weber, considers legal
texts as informative texts. They approach legal texts from the perspective of
the source text, i.e., focusing on the content of the legal text itself, and they
argue that their main function is to provide information. From this viewpoint,
legal texts are seen as informative texts. For example, when Chinese people
read legal provisions from Western countries, they are primarily concerned
with understanding the content of the legal provisions. Therefore, from this
perspective, legal texts are considered informative texts.
(2) The second group, represented by Newmark, views legal texts as expressive
texts. They approach legal texts from the standpoint of the author of the origi-
nal text, examining the author’s viewpoints, attitudes, and other factors behind
the content of the legal text. From this perspective, legal texts are seen as
expressive, whose primary function is no longer to provide information but to
reflect the original author’s stance or attitude.
38 Text typology and legal translation

(3) The third group, represented by Habermas, Bühler, and Šarčević, argues that
legal texts are vocative texts. This perspective focuses on the reader of the
translated text and emphasises that the intention is the core and the main func-
tion is to convey the same intention as the original text. The premise of this
viewpoint is that the translated text has the same legal effect as the source text,
such as in the case of Hong Kong. However, this perspective only applies
when the function of the translated text is consistent with the function of the
source text and overlooks the case when the functions of the translated text and
the source text may differ.

In order to clarify the terms ‘function’ and ‘intention,’ which have been used by
scholars such as Šarčević, it is important to provide detailed explanations. Nord
distinguishes between the two: ‘function refers to what a text means or is intended
to mean from the receiver’s point of view’;

intention is defined from the viewpoint of the sender, who wants to achieve
a certain purpose with the text. Yet the best of intentions do not guarantee
a perfect result, particularly in cases where the situations of the sender and
the receiver differ considerably. In accordance with the model of text-bound
interaction, the receivers use the text with a certain function, depending on
their own expectations, needs, previous knowledge and situational condi-
tions. In an ideal situation, the sender’s intention will find its aim, in which
case intention and function would be analogous or even identical.
(Nord, 1997: 28)

As far as this study is concerned, there is no fundamental difference between the

function and intention of the text. The key issue lies not in the difference between
the terms ‘function’ and ‘intention,’ but in the discrepancies between the function
or intention of the translated text and the source text. Therefore, Nord’s viewpoint
can be revised as follows: the function (or intention) of the translated text may dif-
fer from the function (or intention) of the source text, and they are only consistent
in ideal circumstances. This theoretical foundation supports the proposition in this
book, which differentiates between two cases when categorising legal text types.
The viewpoints of the scholars mentioned above, contradictory as they are, are
all correct and valid because they discuss different cases of legal text translation.
Based on this, two cases should be taken into account for determining the text
types of legal texts: (1) When the function of the translated text is consistent with
the function of the source text, i.e., the translated text has the same legal effect as
the source text in the target language, then the translated text can be considered
as vocative. In this case, the focus is on the reader of the translated text, and the
function becomes the most important aspect. (2) When the function of the trans-
lated text differs from the function of the source text, e.g., the translated text does
not have legal effect in the target language, then the translated text can be either
informative (based on the content of the source text) or expressive (based on the
perspective of the original author).
 Text typology and legal translation 39

Examples are provided to illustrate these two cases:

Example 1: if a Western country were to translate the Great Qing Legal

Code from Chinese into English, the translated text would obviously not
have legal effect. There are two possible interpretations: (1) The Western
readers would translate the text to understand the content of the legal provi-
sions in the Great Qing Legal Code. In this case, the function of the trans-
lated text would be informative, making it an informative text type. This
differs from the original function of the Great Qing Legal Code, i.e., there is
an inconsistency between the function of the translated text and the source
text. (2) The readers would study the content of the Great Qing Legal Code
to gain insights into the historical and cultural context of China at that time
and understand certain viewpoints or attitudes of the authors. From this
perspective, the function of the translated text would go beyond providing
information.
Example 2: after China’s joining the World Trade Organization (WTO), it is
necessary to have an understanding of global laws and regulations. For instance,
if China were to translate American legal provisions into Chinese, the translated
text would clearly have no legal effect in China but would primarily serve the
purpose of providing information to help Chinese readers better understand the
content of American legal provisions. Therefore, the function of the translated
text would be different from the function of the source text.
Example 3: in Hong Kong, where bilingual legislation is implemented, the
function of the translated text is consistent with the function of the source
text. This is because the source text and the translated text (or bilingual texts)
have equal legal effects and are equally authentic. In this case, the text type
of the legal text is undoubtedly vocative, sharing the same function as the
source text. Therefore, the function becomes the primary consideration.

Based on these three examples, it becomes clear that the text type of legal texts
should be determined based on whether the translated text has legal effects in
the target language. The scholars mentioned earlier failed to recognise the need
to differentiate between these two cases when categorising legal text types and
overlooked one of the two cases, thus drawing incomplete conclusions. The most
important point is that they did not realise that the function of the source text
and the function of the translated text can be different. They did not consider the
case when the functions of the source text and the translated text are inconsistent.
Therefore, when we determine translation strategies for legal texts, it is crucial to
distinguish between these two cases in order to make accurate and comprehensive
judgements regarding the text type of legal texts.
In the specific case of Hong Kong’s bilingual legislation, it is evident that the
bilingual ordinances in Hong Kong have legal effects, and the functions of the
original English text and the translated Chinese text are the same. Therefore, the
text type of Hong Kong’s bilingual legislation is vocative.
40 Text typology and legal translation

3.3 Translation strategies
Based on the text typology of legal texts elaborated in Section 3.2, we are now in
a position to discuss translation strategies of legal texts. Several scholars (such as
Reiss and Newmark) have explored the relations between text type and translation
strategies.

3.3.1 Translation strategies of legal texts

Throughout history, many scholars have discussed the issue of translation strat-
egies, such as literal translation (word-for-word translation) and free translation
(meaning-based translation). However, there is no clear boundary between literal
and free translation.

Hence most so-called literal translations are in fact compromises with the
ideal: looser renditions that replace individual SL [source language] words
with individual TL [target language] words wherever possible, and cling as
closely as possible to the SL word order in the TL.
(Robinson in Baker, 1998: 125)

In the translation field, views on translation strategies mainly revolve around the
concept of ‘equivalence,’ attempting to explore the extent to which the translated
text should be equivalent to the source text and the aspects in which the trans-
lated text is equivalent. However, the root of this issue lies in the difficulty of
simultaneously achieving equivalence in both the content and form of the transla-
tion. Consequently, two different translation strategies emerged: one emphasises
content, while the other emphasises form. Essentially, all translation strategies are
based on these two different emphases, the proposed concepts being fundamentally
dichotomic.
Numerous concepts and strategies have been proposed, each addressing the
relationship between form and content. Some examples include:

• Chinese traditional Buddhist sutra translation and the concept of ‘Wen Zhi’
(form and content).
• Concepts of literal translation and free translation.
• Yan Fu’s ‘faithfulness, expressiveness, elegance.’
• Lin Yutang’s ‘fidelity, fluency, and beauty.’
• Fu Lei’s theory of ‘vividness’ (emphasising the importance of capturing the
spirit rather than the form in translation).
• Qian Zhongshu’s theory of ‘the sublime realm.’
• Lu Xun’s perspective of ‘faithfulness over smoothness.’
• Nida’s concept of formal equivalence and dynamic equivalence (or flexible
equivalence and functional equivalence).
• Newmark’s semantic translation and communicative translation.
• House’s covert translation and overt translation.
 Text typology and legal translation 41

• Gutt’s direct translation and indirect translation.

• Toury’s acceptability and adequacy.
• Venuti’s domestication and foreignisation.

All these concepts revolve around the dichotomy of form and content. Scholars
have recognised that, in the process of translation, it is often challenging to bal-
ance both form and content at the same time, often requiring the sacrifice of one to
preserve the other. However, many of these translation theories or strategies were
primarily developed for literary translation, and many practical translation scholars
believe that they may not be suitable for translating non-literary works. Therefore,
specific translation strategies or methods for legal texts are put forward by some
scholars. For instance, Li (2010: 62) suggests that the primary function of legal
texts is informative, so the translation strategy adopted for legal texts should be
static equivalence. He points out that the legal translation strategy has a direct and
inevitable relationship with the objectives of the source legal text. The essence of
formulating any strategy is ultimately to serve that objective. So the ideal state of a
translated version is to convey accurately and completely every intent of the author
(legislator or legal drafter) of the source legal text, representing all the information,
from quality to quantity to style and format, as fully and accurately as possible. In
this way, maximum equivalence between the information in the translated version
and the source text can be achieved, enabling the translated version to fulfil the
same function as the source legal text and to produce similar legal effects. This is
the purpose of legal translation.
According to the theory of translation typology, the translation strategy is deter-
mined by the text type. After the analysis of the text type of legal texts, it is crucial
for legal translators to determine the appropriate translation strategy based on the
text type. Based on Reiss’s translation typology, we can conclude that the function
of a text determines its type, and the text type determines the translation strategy.
Although Reiss did not provide a comprehensive judgement on the function of
legal texts, her logical deduction is correct, that is, the text type can determine the
translation strategy. Newmark also proposed different translation strategies for dif-
ferent types of texts based on Bühler’s language functions. Newmark (1988: 47)
believes that expressive texts can be translated by semantic translation strategies,
while informative and vocative texts can be translated by communicative transla-
tion strategies. He further points out that in the translation of vocative texts, achiev-
ing equivalence is more important (1988: 48). Therefore, his translation strategies
for the three types are summarised in Table 3.1.
Based on the previous description and discussion, it is important to first distin-
guish the functions of legal texts in different cases, before the translation strategies
for legal translation can be determined.

3.3.2 Translation strategies of Hong Kong bilingual ordinances

According to Šarčević (1997), translating texts within the same legal system is rel-
atively easier as there are fewer inconsistent concepts. However, legal translation
42 Text typology and legal translation

Table 3.1 Newmark’s definition of text typology and translation strategies

Text typology Core Emphasis Translation strategies

Expressive Writer/original text Form Semantic translation
Informative Subject matter/truth Content Communicative translation
(including dynamic
equivalence)
Vocative Readers/translated text Function Communicative translation
strategy (with an emphasis
on achieving equivalence)

in the Hong Kong context is more complex, as it involves two different legal sys-
tems. In the process of translating from English to Chinese, both versions have
the same and equal legal effect in society. Therefore, the intention to be conveyed
by both versions is the same. That is to say, in the case of translating across two
different legal systems, it is crucial for the translated language to follow the legal
concepts expressed in the source text, so as to ensure consistency in the intention
conveyed by both versions. Therefore, in the translation process, when legal con-
cepts differ from those in the source text, it is necessary to adopt the terminology
of the legal concepts used in the source text rather than using concepts from the
legal system in the target language, which might lead to misunderstandings. In par-
ticular, when encountering legal concepts that do not exist in the target language,
the translator has to create new terms in the translation to avoid any unnecessary
misunderstandings.
Based on the previously mentioned viewpoint, bilingual ordinances in Hong
Kong are classified as vocative texts. Therefore, the most important aspect of the
translation process is to retain and convey the information and intention of the
source text. A dynamic equivalence translation strategy should be then adopted.
However, the translation of bilingual ordinances in Hong Kong is a special case
due to its unique nature. As Hong Kong was a former British colony, the major-
ity of legislation in Hong Kong was enacted during British rule. English was the
sole official language, while Chinese was merely used for reference without legal
effect.
However, prior to the handover of Hong Kong in 1997, it was required that
certain important ordinances must be translated into Chinese and become Chinese
legislation by going through legislative procedures. But Hong Kong translators are
still under the great influence of English thinking patterns, so the Chinese transla-
tions they produced cannot quickly get rid of the constraints of English. This has
led to the adoption of the translation strategy of ‘literal translation’ rather than
‘dynamic equivalence’ for Chinese translations of Hong Kong legislation. For
example, after the promulgation of Chinese legislation in Hong Kong, there were
widespread criticisms. Such criticism was reported in the Ming Pao newspaper on
12 May 1997 (cited in Wang, 2006: 59–60):
 Text typology and legal translation 43

Starting from the middle of this month, all Hong Kong ordinances will have
their Chinese versions. However, legal professionals have pointed out that
the Chinese versions are often not fluent and are difficult to understand. The
lawyer Barbara Hung, who specialises in family law, attended a seminar on
‘Choosing to Remarry’ organised by the Christian Family Service Centre
yesterday. She stated that Hong Kong legislation is now officially bilingual,
theoretically having Chinese translations for all legislation. However, many
lawyers primarily study English, so they have a limited understanding of the
Chinese versions of the legislation. In general, they refer to the English ver-
sions when dealing with legal matters and only consult the Chinese transla-
tions when necessary. Barbara Hung pointed out that there are many areas
in the Chinese translations that are not smooth, making it difficult even for
those who understand Chinese. She mentioned that many translated provi-
sions leave them puzzled because they rely on their knowledge of English
to make sense of the Chinese translations. However, if reading the Chinese
versions alone, they find it a challenging task.

This is true. General readers find both Chinese and English legal texts difficult to
understand. However, from the discussion of legal professionals in the context of
Hong Kong’s bilingual legal system, it becomes apparent that the Chinese transla-
tions are even more challenging to comprehend than the original English texts.
This is primarily because an overly literal translation strategy is adopted in the
translation process. In other words, complete dynamic equivalence is not realised
in Hong Kong’s legal translation, as applying dynamic equivalence would require
using legal concepts from the legal system in the target language for the translation
of legal concepts. This would jeopardise the preservation of the original inten-
tion and function of the legal concepts expressed in the source text. Therefore,
in the process of translating texts involving two legal systems (including Hong
Kong), translators must keep and follow the legal concepts of the legal system
in the source text when translating legal concepts. It is unnecessary to consider
whether the readers of the translated texts are familiar with these ‘unfamiliar’ legal
concepts. In spite of this, nowadays, Chinese translation in Hong Kong is no longer
overly literal or too rigid, thanks to the vigorous promotion of Chinese by the Hong
Kong government. And the Chinese language has increasingly gained more influ-
ence in Hong Kong.
According to Šarčević (1997: 24), the development of legal translation can be
illustrated on the continuum: strict literal ➔ literal ➔ moderately literal ➔ near
idiomatic ➔ idiomatic ➔ co-drafting. It can be seen that translators have progres-
sively gained more freedom, going through phrases from strict literal translation to
co-drafting. Co-drafting represents the final phase of development, as seen in some
bilingual or multilingual regions like Canada that have implemented bilingual
drafting. Bilingual drafting is not only a product of legal translation at a certain
phase of development, but also a viable translation strategy. For example, Hong
Kong’s Basic Law is a successful example of bilingual drafting. This principle
applies similarly to translations involving two different legal systems. Therefore,
44 Text typology and legal translation

to faithfully convey the intention consistent with the source text, bilingual drafting
is the optimal translation strategy, ensuring consistency with the original intention.
However, currently, the translation of the majority of laws and ordinances in Hong
Kong is not done by co-drafting. This is because Hong Kong does not yet possess
the essential conditions for co-drafting. Factors such as the bilingual proficiency
of legislators, resources, and other constraints limit this possibility. For instance,
legislators and translators may not be able to be present simultaneously, and the
availability of qualified translators is another challenge. Therefore, co-drafting can
only be seen as a future trend in legal translation.

3.4 Summary
This chapter, by reviewing and summarising text typology, highlights the limita-
tions of previous scholars’ perspectives on legal text types. Subsequently, a new
perspective on legal text types is put forward, i.e., the function of legal texts is
vocative when the function of translated texts is consistent with that of the source
text. However, when the function of translated texts differs, the function of the
source text is vocative and the function of the translated texts can be either inform-
ative or expressive. Based on this premise, translation strategies for legal texts are
further discussed: a ‘word-for-word’ translation strategy is still employed for the
translation of Hong Kong legislative provisions due to the special context of Hong
Kong.
In the following chapter, this book focuses on discussing the translation of con-
ditional clauses in the Companies Ordinance. As both versions of the Hong Kong
bilingual legislation are equally authentic, the function of the translated texts being
consistent with that of the source text, the bilingual texts of Hong Kong legislation
can be considered vocative texts. Based on this foundation, a detailed analysis of
various translations of introductory words for conditional clauses in the Companies
Ordinance is conducted, with a view to examining whether these different transla-
tions achieve the same function as the original text.

References
Baker, Mona. (ed.). Routledge Encyclopaedia of Translation Studies. London; New York:
Routledge, 1998.
Bühler, Karl. Theory of Language: The Representational Function of Language (Trans.
Donald Fraser Goodwin, 1990). Amsterdam; Philadelphia: John Benjamins Publishing
Company, 1965.
Delisle, Jean. Translation: An Interpretative Approach. Ottawa: University of Ottawa Press,
1988.
House, Juliane. Translation Quality Assessment: A Model Revisited. Tübingen: Gunter Narr
Verlag, 1997.
Newmark, Peter. Approaches to Translation. Oxford: Pergamon, 1982.
Newmark, Peter. A Textbook of Translation. New York: Prentice-Hall International, 1988.
Nida, Eugene. Toward A Science of Translating: With Special Reference to Principles and
Procedures Involved in Bible Translating. Leiden: E.J. Brill, 1964.
 Text typology and legal translation 45

Nord, Christiane. Translating as A Purposeful Activity: Functionalist Approaches Explained.

Manchester: St. Jerome Publishing, 1997.
Reiss, Christina. Translation Criticism: Potential and Limitations (Trans. Erroll F. Rhodes).
Manchester: St. Jerome Publishing, 1971.
Robinson, Douglas. Western Translation Theory: From Herodotus to Nietzsche. Manchester:
St. Jerome Publishing, 1997.
Sager, Juan C. Language Engineering and Translation: Consequences of Automation.
Amsterdam; Philadelphia: John Benjamins Publishing Company, 1993.
Šarčević, Susan. New Approach to Legal Translation. The Hague; Boston: Kluwer Law
International, 1997.
Snell-Hornby, Mary. Translation Studies: An Integrated Approach. Amsterdam;
Philadelphia: John Benjamins Publishing Company, 1988.

Jiang, Jianyun [姜劍雲]. 法律語言與言語研究 [Legal Language and Discourse Research].

北京：群眾出版社 [Beiing: Qunzhong Publishing House], 1995.
Li, Kexing [李克興]. 論法律文本的靜態對等翻譯 [On static equivalence in translating
legal texts]. 外語教學與研究 [Foreign Language Teaching and Research], 2010 (1):
59–61.
Teng, Chao & Kong, Feiyan [騰超、孔飛燕]. 英漢法律互譯：理論與實踐 [English-
Chinese Legal Translation: Theory & Practice]. 杭州：浙江大學出版社 [Hangzhou:
Zhejiang University Press], 2008.
Wang, Daogeng [王道庚]. 法律翻譯：理論與實踐 [Legal Translation – Theory and
Practice]. 香港：香港城市大學出版社 [Hong Kong: City University of Hong Kong
Press], 2006.
4 Translation of conditional clauses in
Hong Kong bilingual ordinances

4.1 Introductory words for conditional clauses

4.1.1 Introduction of introductory words for conditional clauses

As a special text type, a legal text has its own textual features in various aspects
such as diction, syntax, and style. One of the syntactic features is the complex-
ity of sentence structures in long legal sentences, with such common modifiers as
attributive clauses, adverbial clauses, nominal clauses, adjectival clauses, past par-
ticiples, present participles, and appositive phrases, amongst others. Some single
legal articles can be as long as one paragraph, which is actually only one sentence.
According to Barber (1962), the average length of legal sentences is 271 words,
compared with an average length of only 27.6 words for sentences used in science
and technology English texts. Bhatia (1993: 110), when discussing syntax features
of legal articles, observes that ‘the legal subject is conventionally delayed by the
introduction of a long case description in the form of an adverbial clause beginning
with “where”, “if” or sometimes “when”.’ Frequent use of adverbial clauses is an
important feature of legal texts, and therefore understanding the usage and transla-
tion of conditional clauses would greatly enhance the translation efficiency of legal
texts. In this chapter, various conditional clauses and their translation patterns are
discussed in detail.
Based on the statistics generalised in this study, in the Companies Ordinance of
Hong Kong Bilingual Ordinances, there are a total of 2,247 full sentences (calcu-
lated by the use of a full stop), 987 of which include at least 1 introductory word of
conditional clauses, making up about 44%. The data and percentage demonstrate
the importance of conditional clauses in the Companies Ordinance and foreground
syntactic features of legal texts.
Li (2008) introduces common introductory words of conditional clauses and
their translations; eight main introductory words (‘if,’ ‘where,’ ‘when,’ ‘in case,’
‘in the event,’ ‘should,’ ‘provided,’ and ‘providing’) are discussed in terms of their
usage and differences. Based on those common introductory words, a starting point
and useful reference for this book, this book attempts to check and explore the
specific usage and translation of such introductory words in the sample text, i.e.,
the Companies Ordinance.

DOI: 10.4324/9781003359180-4
 Translation of conditional clauses 47

4.1.2 Introductory words for conditional clauses in the Companies Ordinance

In the whole Companies Ordinance, there are five introductory words for condi-
tional clauses: ‘if,’ ‘where,’ ‘when,’ ‘in the event,’ and ‘in (the) case.’ The fre-
quency and percentage of each introductory word are shown in Table 4.1.

Table 4.1 Frequency and percentage of introductory words for condi-

tional clauses in the Companies Ordinance

Introductory words for conditional clauses Frequency Percentage

If 872 45
Where 668 34
When 73 4
In (the) case 289 15
In the event 37 2

From Table 4.1, not all bilingual ordinances include all of the eight intro-
ductory words of conditional clauses mentioned in Section 4.1.1, and not all
such introductory words are used to introduce conditional clauses. To be more
specific,

(1) ‘Provided that’ occurs 110 times in the Companies Ordinance, but it is used in
the form of ‘proviso.’ According to Modern Chinese Dictionary (2005: 268),
‘proviso’ refers to the part followed by ‘但’(dàn; but) or ‘但是’ (dàn shì; but)
in legal provisions, meaning the exception or limitation of such provisions.
There is no sign of ‘providing that’ in the same text.
(2) ‘Should’ occurs in the Companies Ordinance as its original meaning of ‘應該’
(yīng gāi; ought to) or ‘應當’ (yīng dāng; ought to), instead of introducing
conditional clauses.
(3) ‘In the event’ occurs only 37 times, which are respectively translated as ‘如’
(rú; if) 20 times, and ‘一旦’ (yī dàn; in case) 8 times, ‘在 …… 時’ (zài ……
shí; when) 7 times, ‘凡’ (fán; where) once, and ‘在 …… 情況下’ (zài ……
qíng kuàng xià; under the circumstance of) once.
(4) ‘When’ occurs 73 times in the text, serving most of the time as an introductory
word for the adverbial clause for time, except that it is translated 5 times as
‘如’ (rú; if).
(5) ‘In (the) case’ occurs 273 times, and ‘in case’ occurs 16 times, most of which
is translated as ‘如’ (rú; if).
(6) A good majority of introductory words of conditional clauses are ‘if’ and
‘where,’ which occur 875 times and 668 times separately, each making up
45% and 34%.
48 Translation of conditional clauses

4.1.3 Comparing introductory words in English conditional clauses

This section analyses and compares similarities and differences between the mean-
ing and usage of a few introductory words of conditional clauses. ‘If’ is the most
common one with a variety of usage. According to English-Chinese Dictionary
(Lu, 2007: 871), ‘if’ has the following entries:

(1a) as conjunction for expressing conditions or hypotheses: ‘假如’ (jiǎ rú), ‘如果’
(rú guǒ), ‘要是’ (yào shi); 即使(jí shǐ), 縱令 (zòng lìng), 雖然 (suī rán);
無論何時 (wú lùn hé shí), 當 (dāng); 是否 (shì fǒu);
(1b) as conjunction for expressing wishes, followed by concluding sentences with-
out conditional clauses: 要是 …… 多好 (yào shi …… duō hǎo);
(1c) as conjunction for expressing surprise, depression or anger, used together with
the negative form of verbs;
(1d) as conjunction for expressing a polite request, used together with ‘will’, ‘can’
or ‘would’ etc.;
(2a) as noun for expressing conditions, regulations or hypotheses;
(2b) as noun for expressing doubts or doubtful issues.

‘If’ in daily life or in other texts is used with diversified translations, basically near-
synonyms of ‘如’ (rú), ‘如果’ (rú guǒ), ‘假如’ (jiǎ rú), ‘假若’ (jiǎ ruò), ‘要是’ (yào
shi), or ‘倘若’ (tǎng ruò). But ‘if’ in legal texts is generally used as a conjunction
for expressing conditions or hypotheses, and its translation is primarily ‘如’ (rú).
From English-Chinese Dictionary (Lu, 2007: 2167), ‘where’ can be used as an
adverb, conjunction, pronoun, or noun, with the common meaning of ‘在哪裡’ (zài
nǎ lǐ) or ‘在 …… 地方’ (zài …… dì fāng). But in the legal context, ‘where’ (espe-
cially when it appears at the beginning of a sentence) is regarded as an introductory
word for conditional clauses. Or more precisely, it is used to introduce a certain
case or circumstance, in spite of the fact that a good number of the instances of
‘where’ are translated as ‘如’ (rú), the same as the translation of ‘if.’
‘If’ and ‘where’ are the two most frequently used introductory words in the
Companies Ordinance, so what is the difference between those two words in terms
of usage and translation?
In respect of ‘if’ and ‘where,’ Coode (1848) believes that there lies a signifi-
cant difference, i.e., ‘if’ expresses conditions of enforcing an obligation or another,
while ‘where’ expresses certain circumstances or occasions. But his theory was
proposed in the 19th century. Does such a difference still exist in the modern text
of the Companies Ordinance? This book attempts to explore their differences from
a number of sentences including both ‘if’ and ‘where.’

Example 1: Where a company refuses to register any person as a member

in respect of shares which have been transmitted to him by operation of law,
that person shall be entitled to call on the company to furnish a statement of
the reasons for the refusal, and, if the company fails to furnish such statement
 Translation of conditional clauses 49

within a period of 28 days after the request therefor, the company shall, on
the expiration of that period, register the transfer forthwith.
Chinese translation: 凡公司拒絕就某人已藉法律的施行而獲傳轉的股
份，登記該人為成員，該人有權請求公司提供一份拒絕
理 由 陳 述 書 ， 如 公 司 在 該 項 請 求 提 出 後 28天 內 未 有 提
供該份陳述書，則公司須在有關期限屆滿時，立即登記該宗轉讓。

In this example, ‘where’ is translated as ‘凡’ (fán; where) and ‘if’ as ‘如’ (rú; if). As
seen from the conditional clause introduced by ‘where,’ such a case that ‘a company
refuses to register any person as a member in respect of shares which have been trans-
mitted to him by operation of law’ is introduced. And the ‘where’ clause can be replaced
by a more common expression, i.e., ‘any … who …’ So here we can also say: ‘Any
company which refuses to register any person as a member in respect of shares which
have been transmitted to him by operation of law,’ in which the defining attributive
clause is used to express a condition. Such an expression ‘any … who …’ is common
in the Companies Ordinance. For instance, ‘Any person who publishes or discloses any
information or document in contravention of subsection (1) shall be guilty of an offence
and liable to imprisonment and a fine.’ The Chinese translation is ‘任何人如違反第(1)
款而發表或披露任何資料或文件，即屬犯罪，可處監禁及罰款。’ ‘Any person
who …’ is translated as ‘任何人如’ (rèn hé rén rú), equal to ‘凡’ (fán), whose mean-
ing indicates ‘all, everything, anything,’ etc. By contrast, ‘如’ (rú) introduces a pure
condition that ‘the company fails to furnish such statement within a period of 28 days
after the request therefor.’ In such a case and under such a condition, the main clause
introduces the actual action taken by the company: ‘the company shall, on the expira-
tion of that period, register the transfer forthwith.’

Example 2: Where a limited company is plaintiff in any action or other legal

proceeding, any judge having jurisdiction in the matter may, if it appears by
credible testimony that there is reason to believe that the company will be
unable to pay the costs of the defendant if successful in his defence, require
sufficient security to be given for those costs, and may stay all proceedings
until the security is given.
Chinese translation: 凡一間有限公司在任何訴訟或其他法律程序中為
原告人，任何在有關事宜上具有司法管轄權的法官，如依據可信證
供而覺得有理由相信在被告人勝訴時，該公司將無力支付
被告人的訟費，則該法官可規定該公司須就該等訟費給予-
充分保證，並可擱置所有法律程序，直至該公司給予該項保證為止。

In this example, ‘where’ refers to such a case that ‘a limited company is plaintiff in
any action or other legal proceeding,’ i.e., the legal subject is not included in such
a case. Therefore, ‘where’ is translated as ‘凡’ (fán). And ‘if’ is used to introduce a
hypothetical condition, i.e., ‘it appears by credible testimony that there is reason to
believe that the company will be unable to pay the costs of the defendant if success-
ful in his defence.’ Compared with the ‘where’ clause, the ‘if’ clause introduces a
50 Translation of conditional clauses

case of narrower scope, which is also a hypothetical condition based on the case
stated in the previous ‘where’ clause. As such, the difference between ‘where’ and
‘if’ is clear in terms of sequence and focus as well as their translations.

Example 3: Where the Official Receiver becomes the liquidator of a com-

pany, whether provisionally or otherwise, he may, if satisfied that the nature
of the estate or business of the company, or the interests of the creditors
or contributories generally, or there are other grounds therefor, require the
appointment of a special manager of the estate or business of the company
other than himself, apply to the court, and the court may on such application,
appoint a special manager of the said estate or business to act during such
time as the court may direct, with such powers, including any of the powers
of a receiver or manager, as may be entrusted to him by the court.
Chinese translation: 凡破產管理署署長成為公司的清盤人，不論是臨時
或屬其他情況，如其信納基於公司的產業或業務性質，或基於債權人
或分擔人的一般利益，或基於其他理由，需要在其本人以外另委一名
公司產業或業務的特別經理人，則可向法院申請，而法院可應該申請
而委任一名上述產業或業務的特別經理人，在法院所指示的期間內行
事，該經理人並具有法院所托付的各項權力，其中包括接管人或經理
人所具有的任何權力。

As in the previous two examples, ‘where’ in example 3 is also translated as ‘凡’

(fán) and ‘if’ to ‘如’ (rú). It can be seen that the situation introduced by ‘‘where’
seems to be more like a general case, covering a wider range of content, while
‘if’ simply introduces a condition, which is based on the situation introduced by
‘where,’ and the two words cannot be used interchangeably. In addition, the con-
tent introduced by ‘where’ is often more important than the content introduced
by ‘if,’ and when the two appear in the same sentence, the content introduced by
‘where’ must occur before the conditional situation introduced by ‘if.’
To sum up, the usage of conditional clauses introduced by ‘if’ is not much dif-
ferent from that in legal texts. However, the usage of conditional clauses introduced
by ‘where’ is rarely seen in common texts or daily life, but its importance cannot
be ignored in legal texts. Take the Companies Ordinance for example. Apart from
the 872 conditional clauses introduced by ‘if,’ there are also as many as 668 con-
ditional clauses introduced by ‘where,’ showing its important status in legal texts.
In fact, ‘where’ used to be used to introduce conditional clauses long ago. There
is an old proverb: ‘Where there is a will, there is a way’ (有志者事竟成; yǒu zhì
zhě shì jìng chéng). Here ‘where’ is preferred to ‘if’ for two reasons: firstly, out
of rhetorical considerations: ‘where’ rhymes with ‘there’; secondly, ‘if’ does not
carry the meaning of ‘all, or everything.’ Accordingly, the differences between ‘if’
and ‘where’ can be summarised below:

(1) Firstly, when ‘where’ is used to introduce a conditional clause, it carries the
meaning of ‘all, or everything,’ and can be replaced with the sentence structure
 Translation of conditional clauses 51

of ‘any … who …’ But ‘if’ is just a word to introduce a simple conditional

clause.
(2) Secondly, ‘if’ usually introduces a condition, while ‘where’ introduces a case
or occasion.

However, many legal drafters and translators often mix up the two words, believ-
ing that they can be used interchangeably. Actually, there are still differences
between them and they cannot be used in reverse order. Therefore, although mod-
ern laws are not as strict as ancient laws, the difference between ‘if’ and ‘where’
in conditional clauses can still be seen from the analysis of the conditional clauses
introduced by them in the Hong Kong ordinances.
Another common introductory word ‘when’ includes two common meanings.
Besides serving as an adverbial clause of time, ‘when’ can also be a conjunction
introducing adverbial clauses of condition, similar to conditional clauses intro-
duced by ‘if.’ For instance, ‘When one Party removes and replaces any directors
whom it has appointed, it shall give written notice to the other Parties, the former
and newly appointed directors and the Joint Venture Company, and state the rea-
sons therefor.’ The Chinese translation is ‘如果一方要撤換任何董事，應向其他
各方及原任董事、新任董事和合營公司發出書面通知，並說明撤換情由。’
In this example, the condition clause of ‘one Party removes and replaces any direc-
tors whom it has appointed’ is introduced by ‘when,’ which can also be replaced by
‘if,’ without altering the meaning or structure of the original text.
With respect to ‘in case’ and ‘in the event,’ according to the online Oxford
English Dictionary, ‘in case’ refers to ‘in the event or contingency that; if it should
prove or that; if,’ while ‘in case’ is synonymous with ‘in the event,’ from which we
can see that the meanings of these two phrases are very close. One interpretation
of ‘in the event’ is ‘undersigned or incidental result,’ and ‘in the event’ means ‘in
the case (something specified) should occur,’ expressing a hypothetical or assumed
result, circumstance, or contingency, usually translated as ‘一旦’ (yī dàn) or ‘萬一’
(wàn yī).
Compared with ‘if,’ ‘in the event’ and ‘in case’ put more emphasis on contin-
gency, that is, the chance of hypothetical conditions happening is small. Sometimes
those two phrases are translated as ‘如果’ (rú guǒ) or ‘假如’ (jiǎ rú), but in con-
trast, ‘if’ is not translated as ‘一旦’ (yī dàn) or ‘萬一’ (wàn yī), from which we can
see the difference between them.

4.1.4 Comparing introductory words in Chinese conditional clauses

‘如果’ (rú guǒ; if) is used to express hypothetical conditions in the Chinese con-
ditional clauses, but in the text of the Companies Ordinance, similar Chinese
expressions including ‘如’ (rú), ‘假若’ (jiǎ ruò), ‘假使’ (jiǎ shǐ), ‘若’ (ruò), ‘倘若’
(tǎng ruò), and ‘一旦’ (yī dàn) are used. So is there any difference among those
expressions?
According to Modern Chinese Word-Ocean Dictionary (2002: 574), one of the
explanations of ‘如’ (rú) is ‘假使’ (jiǎ shǐ) or ‘要是’ (yào shi). But ‘如果’ (rú guǒ)
52 Translation of conditional clauses

is interpreted as a hypothetical conjunction, with synonyms of ‘即使’ (jí shǐ) or

‘倘若’ (tǎng ruò). Besides, checking the entries of ‘假如’ (jiǎ rú), ‘假使’ (jiǎ shǐ),
and ‘假若’ (jiǎ ruò) leads to the interpretation of ‘如果’ (rú guǒ) (2002: 318), and
‘若’ (ruò) also to the interpretation of ‘假如’ (jiǎ rú) or ‘如果’ (rú guǒ) (2002:
578). ‘倘’ (tǎng), ‘倘若’ (tǎng ruò), and ‘倘使’ (tǎng shǐ) are also conjunctions
expressing hypotheses, meaning ‘假使’ (jiǎ shǐ) or ‘如果’ (rú guǒ) (2002: 659).
Accordingly, all of the above terms ‘如’ (rú), ‘如果’ (rú guǒ), ‘倘若’ (tǎng ruò),
‘假如’ (jiǎ rú), ‘假使’ (jiǎ shǐ), ‘假若’ (jiǎ ruò), ‘倘’ (tǎng), and ‘倘使’ (tǎng shǐ)
in the dictionary are conjunctions for hypotheses, without significant differences in
meaning, and basically interchangeable.
However, Chao (1968), a Chinese linguist, thinks otherwise. These terms, differ-
ing in their expression of hypothetical possibilities, can be arranged in a continuum:
要是 (yào shi)/若是 (ruò shì) ➔ 要 (yào) ➔ 假如 (jiǎ rú) ➔ 若是 (ruò shì) [‘如’
(rú) and ‘若’ (ruò) are confined to the archaic Chinese language (文言wén yán)]
➔ 倘若 (tǎng ruò) ➔ 假若 (jiǎ ruò) ➔ 假使 (jiǎ shǐ) ➔ 倘使 (tǎng shǐ) ➔ 设若
(shè ruò). The sequence shows the possibility from the highest to the lowest, and
the likelihood from less likely to more likely to be used for hypotheses contrary to
the fact.
However, Jiang (2000) believes that with the development of the modern
Chinese language over the past few decades, some of these terms listed by Chao
have been phased out, and those terms in current use also seem to be of little dif-
ference (barely noticeable by most native speakers) in the degree of hypotheses or
counter-factuality. And ‘如果’ (rú guǒ) and ‘假设’ (jiǎ shè), commonly used in the
modern Chinese language, should be added to Chao’s list, and ‘如’ (rú) and ‘若’
(ruò) in Chao’s list seem not to be confined to the archaic Chinese language.
Based on the above observations, we should take one step further to explore the
usage in legal texts: is there any difference among these terms in the translation of
legal provisions?
In addition to the above list, we also have the other two terms ‘一旦’ (yī dàn)
and ‘萬一’ (wàn yī), similar to ‘如’ (rú), whose difference in meanings can be
differentiated. According to Modern Chinese Word-Ocean Dictionary (2002:
793), ‘一旦’ (yī dàn) is a term expressing an uncertain time, referring to one day
suddenly or hypothetically. From the interpretation, the possibility for things to
happen is much lower than with ‘如’ (rú). Similarly, ‘萬一’ (wàn yī) expresses
contingency of very low possibility or hypotheses of very small chances, gener-
ally interchangeable with ‘一旦’ (yī dàn). ‘萬一’ (wàn yī) is a conjunction derived
from content words (shí cí). However, as a conjunction with subjunctive features,
it can also be used with other hypothetical conjunctions such as ‘如果’ (rú guǒ) or
‘要是’ (yào shi) for the emphasis of the hypothetical tone. ‘萬一’ (wàn yī), as a
hypothetical conjunction, is used to express the speaker’s belief that there is a very
low possibility of happenings under normal circumstances, but without ruling out
such a possibility, which arouses the speaker’s thought or plan on the result or con-
sequences if such a happening with low possibility indeed happens (Xu, 2002: 35).
For example, 況且老婆和小寶也都得喝那水，萬一他們中的一個也得了那該
死的病，先我而去我又怎麼辦呢？ [Literal translation: Not to mention both the
 Translation of conditional clauses 53

wife and the kid have to drink the water, what if one of them got that damn disease
and dies before me?] (Fang Fang’s novel Destiny (定數; dìnɡ shù). If ‘萬一’ (wàn
yī) in the sentence is replaced by ‘如果’ (rú guǒ), then the contingency of ‘getting
the damn disease’ emphasised in the original context will become less obvious.
In addition, ‘凡’ (fán), a frequently used word in the Companies Ordinance, is
inclusive of everything within a certain scope. So literally speaking, ‘凡’ (fán) is
more extensive and inclusive than ‘如’ (rú), the latter emphasising the hypotheti-
cal occurrence of a certain happening. Therefore, the advantage of using ‘凡’ (fán)
lies in its brevity and conciseness, as it has the grammatical function of introduc-
ing conditional clauses, and also includes the meaning of ‘everything.’ With ‘凡’
(fán) being used in a certain context, the language and style are more formal and
professional, which is consistent with the formal style of legal texts, especially for
such an authoritative and serious text of Hong Kong ordinances. However, there
exists a difference between the diction of legal texts in Hong Kong and Mainland
China: ‘凡’ (fán) is used to introduce legal conditional clauses in Hong Kong,
while ‘……的’ (de) is used to express similar legal sentence structures in Mainland
China.

4.2 Translation of different introductory words for conditional clauses

4.2.1 Conditional clauses introduced by ‘if’ and different translations of ‘if’

In the Companies Ordinance, ‘if’ occurs 872 times, 776 of which are translated as
‘如’ (rú). In this section, ‘if’ and its Chinese translation ‘如’ (rú) are compared and
examined.
‘If’ occurs 872 times in total in the Companies Ordinance, whose translations
are listed in Table 4.2.
It can be seen that ‘if’ is dominantly translated as ‘如’ (rú), accounting for 89%.
‘If’ can be understood to be equivalent to the Chinese expression ‘如’ (rú). So
under what circumstances ‘if’ is translated otherwise? Is there any special meaning
for adopting other translations, or is it because of different translators’ divergent
choices? Do these translations achieve the same function as the original text? In

Table 4.2 Summary of different translations of ‘if’ in the Companies Ordinance

Translations of ‘if’ Frequency Percentage

如 (rú) 776 89
在 …… 時 (zài …… shí) 8 96 11
假若 (jiǎ ruò) 23
若 (ruò) 7
假使 (jiǎ shǐ) 3
倘/倘若 (tǎng/tǎng ruò) 3
不譯 (no translation) 26
在 …… 情況下 (zài …… qíngkuàng xià) 26
54 Translation of conditional clauses

this section, such translation methods, except for ‘如’ (rú), are selected for detailed
analysis.

(I) ‘If’ translated as ‘假若’ (jiǎ ruò)

There are in total 22 sentences in which ‘if’ is translated as ‘假若’ (jiǎ ruò), as
shown in Table 4.3.
From these ‘if’ conditional clauses, except for sentence No. 6 which uses the
present tense or present perfect tense, all of the rest of the 21 sentences use the
subjunctive mood, such as ‘were,’ ‘had continued,’ or ‘had been enacted.’
In sentence No. 1, an ‘if’ conditional clause is already used before the clause ‘if
it were a society in respect of which the Societies Ordinance applied,’ in which ‘if’
is translated as ‘如’ (rú), so when ‘if’ occurs for the second time, it is translated as
‘假若’ (jiǎ ruò) to avoid repetition. But the most important reason is that the sec-
ond occurrence of ‘if’ is used to introduce the subjunctive mood, which means that
what the speaker says is not a fact, but a hypothesis, wish, suspicion, or guess. The
subjunctive mood used in non-factual conditional clauses expresses hypothetical or
unlikely circumstances, which can be contrary to the present fact, the past fact, or
even the future fact. It is worth noting that only non-factual conditional clauses use
the subjunctive mood. From the meaning of the sentence, we can know whether the
hypothetical condition can be realised. If yes, then the subjunctive mood cannot be
used; if no, then the subjunctive mood should be used. As we know, such terms as
‘如’ (rú), ‘假若’ (jiǎ ruò), and ‘假如’ (jiǎ rú) are introductory words for hypotheti-
cal conditions, and they are also deemed to be synonyms or near-synonyms of ‘如’
(rú) in Chinese dictionaries and daily life. However, when the subjunctive mood is
used in non-factual conditional clauses in legal provisions, the Chinese translation
is ‘假若’ (jiǎ ruò), which means that the wording difference between ‘如’ (rú) and
‘假若’ (jiǎ ruò) is noticed by legal translators—the latter indicating very low likeli-
hood or unlikelihood.
Take sentence No. 15 as another example: ‘the resolution would not have
been passed if he had not done so.’ The subjunctive mood is used to indi-
cate that such members had already made such a resolution, and would be
unlikely to change it in the future. And such a resolution had been passed,
which is a hypothetical case contrary to the fact. Therefore, the translation is
‘假若該等成員不曾如此表決，則該項決議不會獲通過。’
Sentence No. 19 also uses the subjunctive mood, in which ‘if living’ is the
abbreviated form of ‘if he were living,’ which means that a deceased member of
a company would have had the same rights if he were living. However, it is obvi-
ously impossible for the deceased member to come back to life, so this is also a
hypothetical case that would not happen. Therefore the translation is ‘公司已故成
員的合法遺產代理人，在各方面均須視為該公司的成員，具有有關出席公
司會議並表決的權利，與已故成員假若在生本會具有的權利相同。’
Based on the specific analysis of the above few examples, we can tell the subtle
difference between ‘如’ (rú) and ‘假若’ (jiǎ ruò) in legal provisions. That is, when
Table 4.3 ‘If’ translated as ‘假若’ (jiǎ ruò)

No. English original Chinese translation

1 If the Chief Executive in Council is satisfied that a company to 如行政長官會同行政會議信納，第XI部所適用的公司假若是《社團
which Part XI applies would, if it were a society in respect of 條例》(第151章)所適用的社團─
which the Societies Ordinance (Cap 151) applied, be liable to (a) ……；或
have- (b) ……，
(a) …; or
(b) …,
2 In the event of the accounts being audited by a public servant there 如帳目由一名公務員審計，則須就上述審計向政府支付
shall be paid to the Government in respect of such audit a sum 一筆款項，數額等於清盤假若是一宗由法院作出的
equal to the fee which would have been chargeable on the audit 清盤本會就審計破產管理署署長的帳目所征收的費用。
of the Official Receiver’s accounts if the winding up had been a
winding up by the court.
3 Next, in paying to the Government a sum equal to the fees which 再其次，向政府繳付一筆款項，數額相等於破產管理署
the Official Receiver could lawfully have charged if he had acted 署長假若在法院將該公司清盤時曾充當該公司清盤
as liquidator of the company in a winding up thereof by the 人本可合法地收取的費用。
court.
4 Where any person to whom this section applies has reason to 凡本條適用的人有理由憂慮會有或可能有任何有關疏忽、失責、失
apprehend that any claim will or might be made against him in 職或違反信托行為的申索向其提出，該人可向法院申請給予寬
respect of any negligence, default, breach of duty or breach of 免，而法院在接獲任何此等申請時，有權根據本條寬免該人，
trust, he may apply to the court for relief, and the court on any 猶如針對該人的疏忽、失責、失職或違反信托行為的法律程序
such application shall have the same power to relieve him as 假若在該法院席前提出則該法院本會有該項權力一樣。
under this section it would have had if it had been a court before
which proceedings against that person for negligence, default,
breach of duty or breach of trust had been brought.
5 Where any document by which any shares in or debentures of a 凡就在香港以外成立為法團的公司的股份或債權證向公
company incorporated outside Hong Kong are offered for sale to 眾作出要約發售，
the public would, if the company concerned had been a company 假若有關公司是本條例所指的公司則該要約所
within the meaning of this Ordinance, have been deemed by 據的文件本會憑借第41條
virtue of section 41 to be a prospectus issued by the company, 當作是招股章程者，為施行本條例本部的規定，
that document shall be deemed to be, for the purposes of this 該份文件須當作是該公司
Translation of conditional clauses 55

Part of this Ordinance, a prospectus issued by the company. 所發出的招股章程。

(Continued )
Table 4.3 (Continued)

No. English original Chinese translation

6 Where any non-Hong Kong company makes default in delivering to 凡任何非香港公司沒有將居於香港並獲授權代表公司接受送達法律
the Registrar the name and address of a person resident in Hong 程序文件或通知書的人的姓名及地址交付處長，或假若所有姓
Kong authorized to accept on behalf of the company service of 名及地址已如此交付的人均已去世，或已不再居於香
process or notices, or if at any time all the persons whose names 港，或拒絕代表公司接受送達法律程序文件或通知書，或因任
and addresses have been so delivered are dead or have ceased so 何原因不能送達文件，則文件可以下述方式送達該公司─
to reside or refuse to accept service on behalf of the company or
for any reason cannot be served, a document may be served on
the company-
7 Subject to subsection (1A), in the case of a company which has 除第(1A)款另有規定外，如公司已根據第226A、227、239或248條
been dissolved under section 226A, 227, 239 or 248, the court 解散，法院可在解散日期起計2年內的任何時間，應公司的清盤
may at any time within 2 years of the date of the dissolution, on 人或法院覺得有利害關系的任何其他人為有關目的而提出的申
56 Translation of conditional clauses

an application being made for the purpose by the liquidator of 請，按法院認為合適的條款作出命令，宣布解散無效，而假若

the company or by any other person who appears to the court to 公司未曾解散則可能已予進行的法律程序即可隨即進行。
be interested, make an order, upon such terms as the court thinks
fit, declaring the dissolution to have been void, and thereupon
such proceedings may be taken as might have been taken if the
company had not been dissolved.
8 Section 5(a) of the Protection of Wages on Insolvency 在任何與根據《破產欠薪保障條例》(第380章)第15(1)條
(Amendment) Ordinance 1996 (68 of 1996) (‘the amending 作出的申請有關的清盤中，如提出該申請的日期是在
Ordinance’) shall not apply in the case of a winding up to which 《1996年破產欠薪保障(修訂)條例》(1996年第68號)
an application under section 15(1) of the Protection of Wages on (“修訂條例”)生效之前，則在該宗清盤中，修訂條例
Insolvency Ordinance (Cap 380) relates where such application 第5(a)條不適用，而在該情況下，假若修訂條例不曾
is made before the commencement of the amending Ordinance, 制定則會適用的關於優先付款的條文，須當作仍然完全有效。
and in such a case, the provisions relating to preferential
payments which would have applied if the amending Ordinance
had not been enacted shall be deemed to remain in full force.
9 The Companies (Amendment) (No. 3) Ordinance 1988 (79 of 凡在任何清盤中，清盤開始日期是在《1988年公司(修訂)
1988) shall not apply in the case of a winding up where the (第3號)條例》#(1988年第79號)生效之前，則該條例不
date of the commencement of the winding up occurred before 適用於該宗清盤，而在該情況下，假若該條例未曾制
the commencement of that Ordinance, and, in such a case, the 定本會適用的關於優先付款的條文，須當作仍然完全有效。
provisions relating to preferential payments which would have
applied if that Ordinance had not been enacted shall be deemed
to remain in full force.
10 The Fourth Schedule to the Protection of Wages on Insolvency 凡在任何清盤中，清盤開始日期是在《1985年破產欠薪保障條例》
Ordinance 1985 (12 of 1985) shall not apply in the case of a ++(1985年第12號)生效+之前，則該條例的附表4不適用於該宗清
winding up where the date of the commencement of the winding 盤，而在該情況下，假若該條例未曾制定本會適用的關於優先
up occurred before the commencement+ of that Ordinance, and, 付款的條文，須當作仍然完全有效。
in such case, the provisions relating to preferential payments
which would have applied if that Ordinance had not been
enacted shall be deemed to remain in full force.
11 The Companies (Amendment) Ordinance 1984 (6 of 1984) shall 凡在任何清盤中，有關日期是在《1984年公司(修訂)條例》@
not apply in the case of a winding up where the relevant date (1984年第6號)生效之前，則該條例不適用於該宗清盤，
occurred before the commencement of that Ordinance, and, in 而在該情況下，假若該條例未曾制定則會適用的關於優先付款
such a case, the provisions relating to preferential payments 的條文，須當作仍然完全有效。
which would have applied if that Ordinance had not been
enacted shall be deemed to remain in full force.
12 The liquidator or any contributory or creditor may apply to the 清盤人或任何分擔人或債權人可向法院申請，要求就公司清盤過
court to determine any question arising in the winding up of a 程中所產生的任何問題作出裁定，或就強制執行催繳或任何其
company, or to exercise, as respects the enforcing of calls, or 他事宜，行使公司假若由法院清盤則法院可行使的所有或任何
any other matter, all or any of the powers which the court might 權力。
exercise if the company were being wound up by the court.
13 Where a contract is ratified by virtue of this section, the person who 凡任何合約憑借本條而獲追認，則在訂立合約時其意是代表該公司
purported to act for or on behalf of the company in making the 行事的人，在該合約獲得追認後所須承擔的法律責任，不得大
contract shall not thereafter be under any greater liability than he 於假若該人是在該公司成立後未獲該公司授權而以代理人身分
would have been if he had entered into the contract on behalf of 代表公司訂立合約的情況下所須承擔者。
the company as an agent acting without its authority and after its
incorporation.
(Continued )
Translation of conditional clauses 57
Table 4.3 (Continued)

No. English original Chinese translation

14 In a case where the financial assistance is or includes a non- 如該項資助是一項非現金資產或包括一項非現金資產，
cash asset, any profit which, if the company were to make a 則包括假若該公司分發該項資產時即會根據第79L條
distribution of that asset, would under section 79L be available 成為可供分發的任何利潤
for that purpose
15 A special resolution to confer, vary, revoke or renew authority 根據第(3)款授予、更改、撤銷或重訂權限的特別決議，在下述情
under subsection (3) is not effective if any member of the 況中並無效力︰持有與該項決議有關的股份的公司成員，行使
company holding shares to which the resolution relates exercises 該等股份所附有的表決權，就該項決議進行表決，而假若該等
the voting rights carried by any of those shares in voting on the 成員不曾如此表決，則該項決議不會獲通過。
resolution and the resolution would not have been passed if he
had not done so.
16 The resolution is ineffective if any member of the company holding 該項決議在下述情況中並無效力︰持有與該項決議有關的股份的公
司成員，行使該等股份所附有的表決權，就該項決議進行表
58 Translation of conditional clauses

shares to which the resolution relates exercises the voting rights

carried by any of those shares in voting on the resolution and the 決，而假若該等成員不曾如此表決，則該項決議不會獲通過。
resolution would not have been passed if he had not done so.
17 A person authorized under subsection (1) shall be entitled to 任何根據第(1)款獲授權的人，有權代其所代表的法團行使權力，
exercise the same powers on behalf of the corporation which 該等權力與該法團假若是公司的個人股
he represents as that corporation could exercise if it were an 東、債權人或債權證持有人時所能行使的權力相同。
individual shareholder, creditor, or holder of debentures, of the
company.
18 A person authorized under subsection (1A) shall be entitled to 任何根據第(1A)款獲授權的人，有權代其所代表的認可結
exercise the same powers on behalf of the recognized clearing 算所(或其代名人)行使權力，該等權力與該結算所(或
house (or its nominee) which he represents as that clearing 其代名人)假若是公司的個人股東時所能行使的權力相同。
house (or its nominee) could exercise if it were an individual
shareholder of the company.
19 The legal personal representative of a deceased member of a 就本條而言，公司已故成員的合法遺產代理人，在各方面
company shall, for the purposes of this section, be treated in all 均須視為該公司的成員，具有有關出席公司會議並表
respects as a member of the company having the same rights 決的權利，與已故成員假若在生本會具有的權利相同。
with respect to attending and voting at a meeting of the company
as such deceased member would, if living, have had.
20 Where any debentures which have been redeemed before the 凡任何債權證在本條例生效前已贖回，並且在該生效日期後重新發
commencement of this Ordinance are re-issued subsequently to 行，則該等債權證的重新發行，對於假若原來制定的《1911年
that date, the re-issue of the debentures shall not prejudice and 公司條例》(1911年第58號)第106條而非本條已在本條例中制定
shall be deemed never to have prejudiced any right or priority 的話，任何人則會根據或憑借本條例生效前所設定的按揭或押
which any person would have had under or by virtue of any 記而享有的任何權利或優先權並無損害，而且當作從來對該等
mortgage or charge created before the commencement of this 權利或優先權並無損害。
Ordinance, if section 106 of the Companies Ordinance 1911
(58 of 1911), as originally enacted, had been enacted in this
Ordinance instead of this section.
21 Where the shares or stock of a company have by amalgamation or 凡公司的股份或股額已因合並或其他原因成為另一間公司
otherwise become the shares or stock of another company, that 的股份或股額，則該另一間公司同樣具有本條所訂的
other company shall have the same power under this section as 權力，與原本的公司假若繼續營業時會具有的權力相同。
the original company would have had if it had continued.
22 An auditor of a company would be so disqualified if the undertaking 假若該企業是一間公司則會喪失獲委任為其核數師資格的人。
were a company
Translation of conditional clauses 59
60 Translation of conditional clauses

the subjunctive mood is used in non-factual conditional sentences in English, the

corresponding translation in Chinese is ‘假若’ (jiǎ ruò) rather than ‘如’ (rú).
Therefore, when a non-factual conditional sentence introduced by ‘if’ uses the
subjunctive mood, it expresses a hypothetical situation that may be contrary to the
past, present, or future facts, indicating that such a situation has occurred and is
unlikely to change or is less likely to occur in the future. But in general legal texts
such as contracts, conditional sentences are generally introduced by ‘should,’ indi-
cating a stronger hypothetical tone and translated as ‘萬一’ (wàn yī). For example,

Should either of the parties to the contract be prevented from executing the
contract by force majeure, such as earthquake, typhoon, flood, fire, war,
etc., the prevented party shall notify the other party by cable without any
delay, and within 15 days thereafter provide the detailed information of the
events.

The Chinese translation is ‘合同任何一方，假如遇地震、台風、水災、

火災、戰爭等不可抗力情況而不能履行合同時，應立即將該情況電-
報通知對方，並在事發後的15天內提供詳情。’ This sentence is selected from
a sales contract, expressing less frequent force majeure (e.g., natural disasters). So
the subjunctive conditional sentence introduced by ‘should’ is used to indicate the
low probability of occurrence.

(II) ‘If’ translated as ‘假使’ (jiǎ shǐ)

There are three sentences in which ‘if’ is translated as ‘假使’ (jiǎ shǐ), as shown in
Table 4.4.
In these examples, a non-factual conditional sentence introduced by ‘if’ uses the
subjunctive mood to express a hypothetical situation or a situation contrary to facts,
i.e., ‘had been created,’ ‘had been leased or hired,’ and ‘had been entered into.’
This is similar to the first translation where ‘if’ is translated as ‘假若’ (jiǎ ruò).
During the translation process, the translator noticed a difference in tone between
‘假若’ (jiǎ ruò) and ‘假使’ (jiǎ shǐ), the latter expressing a higher degree of hypoth-
esis. Take sentence No. 2 as an example: ‘if the goods had been leased or hired or
the land had been leased on the open market, to a person who is unconnected with
the company.’ The subjunctive mood is used to indicate a hypothetical situation of
‘the goods being leased or hired or the land being leased on the open market to a
person unconnected with the company,’ which is contrary to the facts or has a very
low likelihood of occurrence in the future.

(III) ‘If’ translated as ‘若’ (ruò)

There are seven sentences in which ‘if’ is translated as ‘若’ (ruò), as shown in
Table 4.5.
In non-factual conditional sentences No. 3, 4, 5, and 6, the subjunctive mood
is used with expressions such as ‘had been formed,’ ‘(it were) not for,’ ‘(it were)
 Translation of conditional clauses 61

Table 4.4 ‘If’ translated as ‘假使’ (jiǎ shǐ)

No. English original Chinese translation

1 If it had been created by the company or 該押記所屬類別為假使該押記是在
the property had been acquired after the 該公司如此註冊後才由該公司
company has been so registered, have been 設定(或假使該公司是在如此註
required to be registered under this Part, 冊後才獲取該財產)即鬚根據本
the company shall, within 5 weeks after it 部登記者，則該公司須在它如
is so registered, deliver to the Registrar for 此註冊後的5個星期內，將本部
registration the particulars in the specified 所提及須就該類別押記而登記
form (including any instrument or its 的詳情(包括該押記藉以設定或
copy by which the charge was created or 獲證明的任何文書或其副本)，
is evidenced) that are mentioned in this 以指明格式交付處長登記。
Part as requiring registration in respect of a
charge of that kind.
2 Leasing or hiring goods or leasing land to a 將貨物出租或租賃予或將土地出租
director of the company on terms not more 予該公司的董事，而出租或租
favourable than the terms it is reasonable 賃的條款與假使在公開市場將
to expect the company to have offered, if 該貨物出租或租賃予或將該土
the goods had been leased or hired or the 地出租予與該公司沒有關連的
land had been leased on the open market, 人時可合理預期該公司會提供
to a person who is unconnected with the 的條款相比，並不較為優惠。
company.
3 Another person enters into a transaction or 某公司以外的另一人訂立假使由該
arrangement that, if it had been entered into 公司訂立即會屬違反第(2)、(3)
by the company, would have contravened 、(4)或(5)款的交易或安排。
subsection (2), (3), (4) or (5).

created,’ and ‘had been created.’ This is similar to the first two translations when
‘if’ is translated as ‘假若’ (jiǎ ruò) or ‘假使’ (jiǎ shǐ), indicating a hypothetical situ-
ation that is contrary to facts, that has already happened in the past and is unlikely
to change, or that has a small likelihood of occurrence in the future. In the other
three sentences No. 1, 2, and 7, ‘if’ introduces a factual conditional sentence,
and ‘若’ (ruò) and ‘如’ (rú) can be considered synonymous and interchangeable
because both have the same meaning and function as the original text. For example,
‘則若於載有該項押記的契據簽立後5個星期內’ in sentence No. 7 can also be
translated as ‘則如於載有該項押記的契據簽立後5個星期內.’

(IV) ‘If’ translated as ‘倘’ (tǎng) or ‘倘若’ (tǎng ruò)

There are three sentences in which ‘if’ is translated as ‘倘’ (tǎng) or ‘倘若’ (tǎng
ruò), as shown in Table 4.6.
In these three sentences, ‘if’ introduces a factual conditional sen-
tence, and ‘倘’ (tǎng) and ‘倘若’ (tǎng ruò) can be considered synony-
mous and interchangeable with ‘如’ (rú) because they have the same
meaning and function as the original text. For example, in the first sentence,
‘倘在招股章程發出後38天內，仍有任何該等款項未如此退還’ can also be
translated as ‘如在招股章程發出後38天內，仍有任何該等款項未如此退還.’
Table 4.5 ‘If’ translated as ‘若’ (ruò)
No. English original Chinese translation

1 It does not include any payment in respect of 2 or more persons if the amount paid in respect 若就2人或多於2人支付款項，而就每個人所支付的款額不能確定者，則供款並
of each of them is not ascertainable. 不包括該等款項在內。
2 If the applicant is a company, it must nominate a person to be given notice of the 申請人若是一間公司，則必須提名一人負責接收撤銷註冊通知書。
deregistration.
3 All provisions contained in any Ordinance or other instrument constituting or regulating the 所有載於任何組織或規管該公司的條例或其他文書的條文，包括(如屬註冊為擔
company, including, in the case of a company registered as a company limited by guarantee, 保有限公司的公司)有關聲明擔保款額的決議，均須按同樣方式及在附有同
the resolution declaring the amount of the guarantee, shall be deemed to be conditions and 樣附帶條件的情況下當作是該公司的條件及規例，猶如該公司若已根據本條
regulations of the company, in the same manner and with the same incidents as if so much 例成立則須加入其章程大綱內的該等條件及規例已載於經註冊的章程大綱
thereof as would, if the company had been formed under this Ordinance, have been required 內，而其餘的條件及規例則已載於經註冊的章程細則內一樣。
to be inserted in the memorandum, were contained in a registered memorandum, and the
residue thereof were contained in registered articles.
4 Subsection (1) shall not be construed as- 第(1)款不得解釋為─
(a) limiting the application of any other provision in the Amending Ordinance; or (a) 限制修訂條例中任何其他條文的適用範圍；或
(b) validating any transaction, entered into before the commencement of sections 5A and (b) 使在第5A及5B條生效前達成的且若非因該等條文的訂立而本已屬無效的任
62 Translation of conditional clauses

5B, which would have been void if not for the enactment of those sections. 何交易變成有效。
5 Particulars of the total amount of the indebtedness of the company in respect of all 該公司負債總額詳情，而該等負債乃有關所有根據本
mortgages and charges which are required to be registered with the Registrar under 條例所規定須向處長登記的按揭及押記者，或所有
this Ordinance, or which would have been required so to be registered if created after 若於1912年1月1日後設定則須如此登記的按揭或押記者。
1 January 1912.
6 Where a company acquires any property which is subject to a charge of any such kind as 凡公司獲取任何受某項押記所規限的財產，而該押記是屬於一種若在公
would, if it had been created by the company after the acquisition of the property, have 司收購財產後始設定即鬚根據本部登記的押記，則公司須在完成獲
been required to be registered under this Part, the company shall cause the particulars of 取該財產的日期後5個星期內，安排將該項押記的詳情(該等詳情須
the charge (which must include those specified in section 80(1A) and be in the specified 包括第80(1A)條所指明的詳情並須以指明格式述明)，連同設定或證
form), together with a copy (certified in the prescribed manner to be a correct copy) of 明該項押記的任何文書(如有的話)的副本一份(經按訂明方式核證為
the instrument, if any, by which the charge was created or is evidenced, to be delivered 正確副本)，以本條例所規定的方式交付處長登記。
to the Registrar for registration in manner required by this Ordinance within 5 weeks
after the date on which the acquisition is completed.
7 Where a series of debentures containing, or giving by reference to any other instrument, any 凡公司設定一系列債權證，而該等債權證包含任何押記或藉提述任何其他文書
charge to the benefit of which the debenture holders of that series are entitled pari passu 而給予任何押記，並且由該系列債權證的持有人同等享有該項押記的利益，
is created by a company, it shall for the purposes of this section be sufficient if there are 則若於載有該項押記的契據簽立後5個星期內，或(如無上述契據)於該系列
delivered to or received by the Registrar within 5 weeks after the execution of the deed 任何債權證簽立後5個星期內，將下述詳情交付處長或由處長接獲，就本條
containing the charge or, if there is no such deed, after the execution of any debentures 而言，乃屬足夠─……
of the series, the following particulars-…
Table 4.6 ‘If’ translated as ‘倘’ (tǎng) or ‘倘若’ (tǎng ruò)

No. English original Chinese translation

1 If any such money is not so repaid within 38 days 倘在招股章程發出後38天內，仍有任何該等款項未如此
after the issue of the prospectus, the directors of 退還，則該公司的董事須共同及各別負法律責任，將
the company shall be jointly and severally liable 該等款項連同由第38天屆滿時開始按年息8厘計算的利息退還。
to repay that money with interest at the rate of
8 per cent per annum from the expiration of the
38th day.
2 In reckoning for the purposes of this section and 就本條及第44B條而言，計算某一日期後的第3天或第5天時，在有關期間內
section 44B the 3rd or 5th day after another 出現的星期六或星期日或香港公眾假日，均不予計算；倘如此計算出來的
day, any intervening day which is a Saturday or 第3天或第5天本身是星期六或星期日或香港公眾假日，則就上述兩條條文
Sunday or which is a general holiday in Hong 而言，須以隨後而並非是星期六或星期日或香港公眾假日的第一日取代。
Kong shall be disregarded, and if the 3rd or
5th day (as so reckoned) is itself a Saturday or
Sunday or such a holiday there shall for the said
purposes be substituted the 1st day thereafter
which is none of them.
3 Where the permission has not been applied for as 凡未有如前述般提出批准申請，或有關批准已如前述般被拒
aforesaid, or has been refused as aforesaid, the 絕，公司須立即將依據招股章程從申請人收到的所有款-
company shall forthwith repay without interest all 項，全數無息退還申請人；倘若在該公司有法律責任退還款項後8 天內，
money received from applicants in pursuance the 仍有任何該等款項並未退還，則該公司的董事須共同及各別負法律責
prospectus, and, if any such money is not repaid 任，將該等款項連同由第8天屆滿時開始按年息8厘計算的利息退還。
within 8 days after the company becomes liable
to repay it, the directors of the company shall be
jointly and severally liable to repay that money
with interest at the rate of 8 per cent per annum
from the expiration of the 8th day.
Translation of conditional clauses 63
64 Translation of conditional clauses

However, if the second sentence is changed to ‘如如此計算出來的第3天或第5

天本身是星期六或星期日或香港公眾假日,’ it may sound slightly awkward due
to the repetition of ‘如’ (rú), but this is only a matter of expression in the Chinese
language and does not affect the function of the translation.

(V) ‘If’ translated as ‘在 …… 時’ (zài …… shí)

There are eight sentences in which ‘if’ is translated as ‘在 …… 時’ (zài …… shí),
as shown in Table 4.7.
In these eight sentences, ‘if’ is translated as ‘在 …… 時’ (zài …… shí; at the
time of) in Chinese. However, in sentences No. 1, 5, and 7, ‘if’ is preceded by intro-
ductory words such as ‘if,’ ‘where,’ or ‘in a case.’ Therefore, to avoid repetition,
‘if’ in these sentences is translated as ‘在 …… 時’ (zài …… shí) instead of ‘如’
(rú). For example, in sentence No. 1, the conditional clause ‘if successful in his
defence’ is translated as ‘在被告人勝訴時’ instead of ‘如被告人勝訴’ because
the word ‘if’ has already been used earlier in the sentence to introduce another
conditional clause ‘if it appears by credible testimony that.’ In the English origi-
nal text, the second ‘if’ clause is subordinate to the first ‘if’ clause and is placed
at the end of the sentence. However, in Chinese, conditional clauses are usually
located at the beginning of the sentence. Therefore, if we translate the sentence
as ‘如依據可信證供而覺得有理由相信如被告人勝訴,’ it would be unnatural
due to the repeated use of ‘如’ (rú) in the same sentence. The same rationale also
applies to sentences No. 5 and 7, in which ‘where’ and ‘in a case’ are translated as
‘如’ (rú), and ‘if’ is translated as ‘在 …… 時’ (zài …… shí) to avoid repetition.
In addition, in sentences No. 2, 4, and 8, ‘if’ is translated as ‘在 …… 時’ (zài
…… shí) because they contain time-related words in the context. For example,
in sentence No. 2, ‘if it is shown that, at the time the guarantee was entered into
or the security provided,’ ‘at the time’ refers to a specific time period. Similarly,
in sentence No. 4, ‘if the relevant property was not in Hong Kong at the time the
charge was created by the company,’ ‘at the time’ again refers to a specific time
period. In sentence No. 8, ‘if such payment was made during a period of 4 months
before the commencement of the winding up’, ‘during a period of 4 months’ refers
to a specific time period as well. Therefore, it seems more appropriate to translate
‘if’ in these sentences as ‘在 …… 時’ (zài …… shí) even though such translation
weakens the meaning of ‘if’ as a condition. But the translation does not affect the
reader’s understanding and keeps the same function as the original text.
Actually, ‘在 …… 時’ (zài …… shí) in sentences No. 3 and 6 can be replaced
with ‘如’ (rú) without causing any ambiguity. For example, in sentence No.
3, ‘在顧及有關個案的所有情況而認為恰當時’ can also be expressed as
‘如顧及有關個案的所有情況而認為恰當.’

(VI) ‘If’ translated as ‘在 …… 情況下’ (zài …… qíng kuàng xià)

There are a total of 26 sentences in which ‘if’ is translated as ‘在 …… 情況下’ (zài

…… qíng kuàng xià), as shown in Table 4.8.
Table 4.7 ‘If’ translated as ‘在 …… 時’ (zài …… shí)

No. English original Chinese translation

1 Where a limited company is plaintiff in any action or other legal 凡一間有限公司在任何訴訟或其他法律程序中為原告人，任何在有關
proceeding, any judge having jurisdiction in the matter may, 事宜上具有司法管轄權的法官，如依據可信證供而覺得有理由相
if it appears by credible testimony that there is reason to 信在被告人勝訴時，該公司將無力支付被告人的訟費，則該法官
believe that the company will be unable to pay the costs of 可規定該公司須就該等訟費給予充分保證，並可擱置所有法律程
the defendant if successful in his defence, require sufficient 序，直至該公司給予該項保證為止。
security to be given for those costs, and may stay all
proceedings until the security is given.
2 Subsection (2)- 第(2)款—
(a) shall not apply to a guarantee entered into or any security (a) 並不適用於公司就一項由任何人向一名並非該公司或其控股公司
provided by the company in connection with a loan or 的董事的人作出的貸款或類似貸款或一項由任何人以債權人身分
quasi-loan made by any person to, or a credit transaction 為該人訂立的信貸交易而訂立的擔保或提供的任何保證，但前提
entered into by any person as creditor for, a person who is 是須證明在訂立該項擔保或提供該項保證時，獲給予該項擔保或
not a director of the company or of its holding company if it 獲提供該項保證(視屬何情況而定)的人不知悉有關情況；及……
is shown that, at the time the guarantee was entered into or
the security provided, the person to whom the guarantee was
given or the security provided, as the case may be, did not
know the relevant circumstances; and…
3 Where a company has passed a resolution authorizing the issue 凡公司已通過決議批准按折扣發行股份，可向法院申請一項命令認
of shares at a discount, it may apply to the court for an order 許該次發行，而法院應上述申請，在顧及有關個案的所有情況而
sanctioning the issue, and on any such application the court, 認為恰當時，可按其認為合適的條款及條件，作出命令認許該次
if, having regard to all the circumstances of the case, it thinks 發行。
proper so to do, may make an order sanctioning the issue on
such terms and conditions as it thinks fit.
4 Notwithstanding subsection (1), this Part does not extend to 儘管有第(1)款的規定，根據第XI部註冊的非香港公司位於香港的財
charges on property in Hong Kong of a non-Hong Kong 產如符合以下描述，則本部的適用範圍不擴及該財產的押記︰在
company registered under Part XI if the relevant property 該公司設定該押記時，或在該公司於該押記設定後獲取該財產
was not in Hong Kong at the time the charge was created by 時，該財產不是位於香港。
the company, or at the time it was acquired by the company
subsequent to the creation of the charge.
Translation of conditional clauses 65

(Continued )
Table 4.7 (Continued)

No. English original Chinese translation

5 Where the Registrar enters a memorandum of satisfaction 如處長根據第(1)款記入有關全部債項的清償備忘錄，則
in whole under subsection (1), he shall, if required and 在有要求提出時及獲支付訂明費用後，須在設定該項-
upon payment of the prescribed fee, endorse the words 押記的文書上註明’satisfaction entered’或‘已清償’字樣。
‘satisfaction entered’ or the expression in Chinese ‘已清偿’
upon the instrument creating the charge.
6 On a poll taken at a meeting of a company or a meeting of any 在公司會議上或在公司的任何類別成員的會議上以投
class of members of a company, a member entitled to more 票方式表決時，有權投多於1票的成員在表決時，無
than 1 vote need not, if he votes, use all his votes or cast all 須使用其所有的票，或以同一方式全數投其使用的票。
the votes he uses in the same way.
7 Section 47A does not prohibit an unlisted company from giving 如在給予資助方面本條下列條文及第47F至48條的條文獲遵從，而所
66 Translation of conditional clauses

financial assistance in a case where the acquisition of shares 涉及的股份收購在現時或以前是一項非上市公司的股份收購，或

in question is or was an acquisition of shares in the company 該非上市公司是另一間非上市公司的附屬公司時，所涉及的股份
or, if it is a subsidiary of another unlisted company, in that 收購在現時或以前是一項該另一間非上市公司的股份收購，則第4
other company if the following provisions of this section, and 7A條並不禁止非上市公司在上述情況下給予資助。
sections 47F to 48, are complied with as respects the giving
of that assistance.
8 Payment from the Protection of Wages on Insolvency Fund 根據《破產欠薪保障條例》(第380章)第18條，就任何文員或
under section 18 of the Protection of Wages on Insolvency 受僱人向公司提供服務而應得的工資及薪金或兩者之一，在
Ordinance (Cap 380) to any clerk or servant in respect of 清盤開始前4個月期間內，從破產欠薪保障基金撥付的款項。
wages or salary or both in respect of services rendered to
the company if such payment was made during a period of
4 months before the commencement of the winding up.
Table 4.8 ‘If’ translated as ‘在 …… 情況下’ (zài …… qíng kuàng xià)

No. English original Chinese translation

1 Where a document is required to be delivered to the Registrar under 凡任何文件根據本條例的條文須交付處長，處長可在他認為適當的情況下，接
any provision of this Ordinance, the Registrar may, if he thinks fit, 受采用經他批准的任何形式的有關資料。
accept the information in question in any form approved by him.
2 Except as provided in subsections (9) and (10), this section shall not 除第(9)及(10)款另有規定外，就任何本身是一間認可財務機構或是一間認可財
require the inclusion in accounts prepared by a company that is, 務機構的控股公司的公司而言，在其中一項有關條件符合，並只有在其中一
or is the holding company of, an authorized financial institution of 項有關條件符合的情況下，本條並不規定其擬備的帳目須載有下述詳情—
particulars of- (a) ……；
(a) …; (b) ……；或
(b) …; or (c) ……，
(c) …, 而上述有關條件為—
if, but only if, either of the following conditions is satisfied- (i) ……；或……
(i) …; or…
3 Without prejudice to any liability imposed on directors of companies 在不損害本款以外的規定所施加於公司董事的任何法律責
otherwise than by this subsection, a director of a company that 任下，如某間公司在違反第157H條的情況下訂立一項
has entered into a transaction or arrangement in contravention of 交易或安排，在符合有關說明的情況下，該公司的董事須—
section 157H shall be liable- (a) ……；及
(a) …; and (b) ……，
(b)…, 上述有關說明指—
if- (i) ……；
(i) …; (ii) ……；或
(ii) …; or (iii) ……
(iii) …
4 Where a listed company’s relevant financial documents or summary 凡上市公司的有關財務文件或財務摘要報告憑藉第(1)款的施行視為已送交該
financial report are or is treated as being sent to an entitled person 公司的某有權利的人，則在以下情況下並只在以下情況下，該等文件或
of the company by virtue of the operation of subsection (1), the 報告(視屬何情況而定)須視為在與該等文件或報告(視屬何情況而定)有關
documents or report, as the case may be, shall be treated as being 的大會舉行的日期前不少於21天已送交該人—
sent to the person not less than 21 days before the date of the (a) ……；及
general meeting to which the documents or report, as the case may (b) ……
be, relate or relates if and only if-
(a) …; and
(b) …
Translation of conditional clauses 67

(Continued )
Table 4.8 (Continued)

No. English original Chinese translation

5 For the purposes of this section a person is connected with a director of 就本條而言，如在下述情況及只在下述情況，某人始與一名公司董事有關連─
a company if, but only if, he is- (a) ……；或
(a) …; or (b) ……；或
(b)…; or (c) ……；或
(c) …; or (d) ……
(d) …
6 For the purposes of this section, a person is connected with a director of 就本條而言，任何人在下述的情況下即屬(並僅在下述情況下方屬)與公司的一
a company if, but only if, he is- 名董事有關連—
(a) …; (a) ……；
(b) …; or (b) ……；或
(c) … (c) ……
68 Translation of conditional clauses

7 The nomination of a person as a reserve director of a private company 凡任何人被提名為私人公司的備任董事，該提名在以下情況出現時即不再

ceases to be valid if- 有效—
(a) before the death of the director in respect of whom he was (a) 如在該人的提名所關乎的董事去世前—
nominated- (i) 該人按照第157D條的規定，辭去備任董事職位；或
(i) he resigns as reserve director in accordance with section 157D; or (ii) 該公司在大會上撤銷該提名；或
(ii) the company in general meeting revokes the nomination; or (b) 如該人的提名所關乎的董事因任何理由(該董事去世除外)不再是該公司的唯
(b) the director in respect of whom he was nominated ceases to be the 一成員及唯一董事。
sole member and sole director of the company for any reason other
than the death of that director.
8 For the purposes of subsection (4), the composition of a company’s 就第(4)款而言，一間公司如在無需他人同意下，可藉行使若干可由其行使的
board of directors shall be deemed to be controlled by another 權力，委任另一間公司的全數或過半數的董事或將其免任，則該另一間
company if that other company by the exercise of some power 公司的董事局的組合，須當作受該公司所控制，而就本條文而言，在以下
exercisable by it, without the consent of any other person, can 情況，該公司須當作有作出上述委任的權力─
appoint or remove all or a majority of the directors, and, for the (a) ……；或
purposes of this provision, that other company shall be deemed to (b) ……
have power to make such an appointment if-
(a) …; or
(b) …
9 Subsection (4) does not apply if- 第(4)款不適用於以下情況─
(a) the terms provided for the redemption or purchase to take place at a (a) 如有關條款訂定贖回或購買股份的日期是在清盤開始的日期之後；或
date later than that of the commencement of the winding up; or (b) 公司在須贖回或購買股份的日期起至清盤開始之日的一段期間內，假若不能
(b) during the period beginning with the date on which the redemption 在任何時候合法地作出價值與須予贖回或購買的股份價格相等的分發。
or purchase was to have taken place and ending with the
commencement of the winding up the company could not at any
time have lawfully made a distribution equal in value to the price at
which the shares were to have been redeemed or purchased.
10 In the event of non-compliance with or contravention of any of the 如本條任何規定不獲遵從或被違反，董事或其他對招股章程負責的人在下列情
requirements of this section, a director or other person responsible 況下，不會因有關規定不獲遵從或被違反而招致任何法律責任─
for the prospectus shall not incur any liability by reason of the non- (a) ……；或
compliance or contravention, if- (b) ……；或
(a) …; or (c) ……
(b) …; or
(c) …
11 A special resolution to confer, vary, revoke or renew authority under 根據第(3)款授予、更改、撤銷或重訂權限的特別決議，在下述情況中並無效力
subsection (3) is not effective if any member of the company ︰持有與該項決議有關的股份的公司成員，行使該等股份所附有的表決權，
holding shares to which the resolution relates exercises the voting 就該項決議進行表決，而假若該等成員不曾如此表決，則該項決議不會獲通
rights carried by any of those shares in voting on the resolution and 過，並且就此而言─
the resolution would not have been passed if he had not done so and (a) ……；
for this purpose- (b) ……；及
(a) …; (c) ……
(b) …; and
(c) …
12 Subsection (1) shall not require the disclosure by a company which 在以下說明均符合的情況下，第(1)款並不規定在香港以外經營業務的公司須就
carries on business outside Hong Kong of information with respect 董事視為該公司最終母企業的企業作出資料披露—
to the undertaking regarded by the directors as being the company’s (a) 該公司的董事認為，上述資料披露會對該母企業或該公司或該母企業的任何
ultimate parent undertaking if— 其他附屬公司的業務不利；及
(a) the disclosure would, in their opinion, be harmful to the business of (b) 財政司司長同意該項資料無需披露。
that parent undertaking or of the company or any other of that parent
undertaking’s subsidiaries; and
(b) the Financial Secretary agrees that the information need not be
disclosed.

(Continued )
Translation of conditional clauses 69
Table 4.8 (Continued)

No. English original Chinese translation

13 Subject to sections 141CC(1) and 141CE(1), for the purposes of 在不抵觸第141CC(1)及141CE(1)條的情況下，就第(1)款但書的(b)(iv)段而言，
proviso (b)(iv) to subsection (1), a copy of a summary financial 上市公司的財務摘要報告在以下情況須視為已妥善地送交—
report of a listed company shall be treated as having been duly sent (a) ……；
if- (b) ……
(a) …;
(b) …
14 The court may only make an order under subsection (1) if it is satisfied 法院在信納以下事項的情況下，方可根據第(1)款作出命令—
that— (a) 有關申請是真誠作出的；及
(a) the application is made in good faith; and (b) 所申請的查閱，是為了一項屬恰當的目的。
(b) the inspection applied for is for a proper purpose.
15 An unregistered company shall, for the purposes of this Ordinance, be 就本條例而言，如有以下情況，非註冊公司須當作無能力償付其債項─
deemed to be unable to pay its debts- (a) ……；
(a) if …; (b) ……；
70 Translation of conditional clauses

(b) if …; (c) ……；

(c) if …; (d) ……
(d) if …
16 Subsection (1) shall not require the disclosure of information if- 在以下說明均符合的情況下，第(1)款並不規定須就該企業作出資料披露—
(c) the disclosure would, in the opinion of the directors of that other (c) 該另一企業的董事認為披露有關資料會對該另一企業或其任何附屬公司的業
undertaking, be harmful to the business of that other undertaking or 務不利；及
of any of its subsidiaries; and (d) 財政司司長同意該項資料無需披露。
(d) the Financial Secretary agrees that the information need not be
disclosed.
17 Subsections (1) and (2) shall not apply to a company’s profit and loss 第(1)及(2)款在以下情況下不適用於公司的損益表─
account if- (a) 公司有附屬公司；及
(a) the company has subsidiaries; and (b) 該損益表是以綜合損益表的形式擬定，處理公司本身及公司的所有或任何附
(b) the profit and loss account is framed as a consolidated profit and 屬公司。
loss account dealing with all or any of the company’s subsidiaries as
well as the company
18 A meeting of a company shall, notwithstanding that it is called 公司的會議，即使其召開的通知期短於第(2)款或公司的章程細則(視屬何情況而
by shorter notice than that specified in subsection (2) or in the 定)所指明者，在下述情況下仍須當作已妥為召開─
company’s articles, as the case may be, be deemed to have been (a) ……；及
duly called if it is so agreed- (b) ……
(a) …; and
(b) …
19 A company is not required to hold a meeting in accordance with 在符合下述條件下，公司無須按照第(1)款舉行會議─
subsection (1) if- (a) 所有須在或擬在會議上(藉決議或其他方式)作出的事情，已藉按照第116B條
(a) everything that is required or intended to be done at the meeting 通過的決議作出；及
(by resolution or otherwise) is done by a resolution or resolutions in (b) 因根據本條例規定須在會議上提交公司省覽或有其他原由而須在會議上交出
accordance with section 116B; and 的每份文件(包括任何帳目或紀錄)均─
(b) a copy of each document (including any accounts or records) (i) ……；並且
which under this Ordinance would be required to be laid before the (ii) ……
company at the meeting or otherwise produced at the meeting is
provided to each member of the company-
(i) …; and
(ii) …
20 The court may only make an order about costs (including the 法院在信納成員在作出申請或提起或介入法律程序時
requirement as to indemnification) under this section in favour of 是真誠行事和具合理理由如此行事的情況下，方可
the member if it is satisfied that the member was acting in good 根據本條就訟費(包括關於彌償的規定)作出有利於該成員的命令。
faith in, and had reasonable grounds for, making the application, or
bringing or intervening in the proceedings.
21 This section shall not require the inclusion in accounts of particulars 在下述情況下，本條並不規定將有關某公司或其附屬公司向該公司或附屬公
of any loan or quasi-loan made by a company or a subsidiary 司(視屬何情況而定)的一名僱員作出的任何貸款或類似貸款或某公司或
thereof to, or any credit transaction entered into by a company or a 其附屬公司以債權人身分為該公司或附屬公司(視屬何情況而定)的一名僱
subsidiary thereof as creditor for, an employee of the company or 員訂立的任何信貸交易的詳情載於帳目內—
subsidiary, as the case may be, if- (a) ……;
(a) …; (b) ……;
(b) …; (c) ……; 及
(c) …; and (d) ……
(d) ...
22 A listed company shall not send any copy of a summary financial 在以下情況下，上市公司不得向該公司的某有權利的人送交財務摘要報告以代
report to an entitled person of the company in place of a copy of the 替有關財務文件—
relevant financial documents- (a) 公司的章程大綱或組織章程細則並不准許公司如此行事；
(a) if the memorandum or articles of association of the company does (b) 該人是該公司的債權證持有人，而構成或規管該債權證的文書並不准許該公
not permit the company to do that; 司如此行事；或
(b) if the person is a holder of debentures of the company and the (c) 如此行事則會違反第141CG條所指的命令。
instrument that constitutes or governs the debentures does not
permit the company to do that; or
(c) if an order under section 141CG would thereby be contravened.

(Continued )
Translation of conditional clauses 71
Table 4.8 (Continued)

No. English original Chinese translation

23 Whether or not a request referred to in subsection (1) has been made, 不論是否已有第(1)款提述的請求提出，監察委員會可藉在憲報刊登的公告並在
the Commission may, by notice published in the Gazette, and 它認為合適的在該公告指明的條件(如有的話)規限下，豁免—
subject to such conditions (if any) as the Commission thinks fit and (a) 某類公司；或
specified in the notice, exempt- (b) 公司發出的某類招股章程，
(a) any class of companies; or 使其無需符合任何或所有有關條文的規定，但該項豁免只可在下述情況下作
(b) any class of prospectuses issued by companies, 出︰監察委員會於顧及有關情況後，認為該項豁免並不會損害投資大眾
from any or all of the requirements of the relevant provisions if, having 的利益，而要求該類公司或該類招股章程(視屬何情況而定)符合任何或
regard to the circumstances, the Commission considers that the 所有該等規定—
exemption will not prejudice the interest of the investing public and (c) 會是不相干的或會構成不適當的負擔；或
compliance with any or all of those requirements, in the case of that (d) 在其他情況下是無需要或不適當的。
class of companies or prospectuses, as the case may be-
(c) would be irrelevant or unduly burdensome; or
(d) is otherwise unnecessary or inappropriate.
24 Where it is proposed to offer any shares in or debentures of a company 凡擬藉公開發出招股章程或某類招股章程而將某間在香港以外成立為法團的公
incorporated outside Hong Kong (whether the company has or has 司(不論該公司已否在香港設立營業地點)的股份或債權證向公眾作出要約，
not established a place of business in Hong Kong) to the public by 監察委員會可應申請人的請求並在它認為合適的條件(如有的話)規限下，發
72 Translation of conditional clauses

a prospectus or class of prospectuses issued generally, there may, 出豁免證明書，豁免上述招股章程使其無需符合任何或所有有關條文的規

on the request of the applicant, and subject to such conditions (if 定，但該項豁免只可在下述情況下作出︰監察委員會
any) as the Commission thinks fit, be issued by the Commission 於顧及有關情況後，認為該項豁免並不會損害投資大
a certificate of exemption from compliance with any or all of the 眾的利益，而要求上述招股章程符合任何或所有該等規定—
requirements of the relevant provisions if, having regard to the (a) ……；或
circumstances, the Commission considers that the exemption will (b) ……
not prejudice the interest of the investing public and compliance
with any or all of those requirements-
(a) …; or
(b) …
25 In the event of non-compliance with or contravention of any of the 如第(1)(a)及(b)款所訂的任何規定不獲遵從或被違反，董
requirements imposed by subsection (1)(a) and (b), a director or 事或其他對招股章程負責的人在下列情況下，不會因
other person responsible for the prospectus shall not incur any 有關規定不獲遵從或被違反而招致任何法律責任─
liability by reason of the non-compliance or contravention, if- (a) ……；或
(a) …; or (b) ……；或
(b) …; or (c) ……
(c) …
A company shall be deemed to be unable to pay its debts- 如有以下情況，公司須當作無能力償付其債項─
(a) if …; or (a) ……；或
(b) if …; or (b) ……；或
(c) if … (c) ……
 Translation of conditional clauses 73

This translation mainly refers to the case when ‘if’ introduces multiple condi-
tional clauses. If such conditional clauses introduced by ‘if’ adopt a digital table for-
mat (referring to the case of many clauses of parallel relationship often occurring in
legal provisions, generally expressed by Arabic numbers 1, 2, 3 or Latin letters a, b,
c), there are usually two translation methods: (1) using the same digital table format
by following the original sentence structure; (2) using such expressions as ‘in the
following cases or under the following circumstances’ before listing each case or
circumstance. Sentences No. 2–26 use the second method. In these sentences, ‘if’
introduces two or more conditional clauses, and the phrase ‘in the following cases’
or similar phrases are added before each condition is described, so as to give read-
ers a rough idea of what is to be expressed. For example, in sentences No. 15, 22,
and 26, ‘if’ appears at the beginning of each conditional clause repeatedly. In such
an English expression, there is no big difference between placing ‘if’ before each
conditional clause and using ‘if’ only once. The latter expression is also very com-
mon in legal provisions. Therefore, the translation for these sentences adds ‘in the
following cases’ before each conditional clause and then translates each condition
separately. However, sentence No. 1 is an exception, because ‘if’ is not used to intro-
duce multiple conditions. So its translation can be changed to a more concise expres-
sion: ‘如處長認為適當，可接受采用經他批准的任何形式的有關資料。’

(VII) ‘If’ with no translation

There are a total of 26 sentences in which ‘if’ is not translated, as shown in Table 4.9.
In these sentences, ‘if’ is obviously used as the introductory word for condi-
tional sentences in the original, indicating a hypothetical situation, which is how-
ever not reflected in the translation. There are two situations:

(1) When two introductory words for conditional clauses appear in one sentence,
such as the simultaneous occurrence of two ‘ifs’ (as in sentence No. 12), of
‘in the case’ and ‘if’ (as in sentences No. 3, 5, 11, 14), or of ‘where’ and ‘if’
(as in sentences No. 1, 2, 9, 20). In these cases, the second ‘if’ as the second
introductory word for conditional clauses is untranslated, though it can still
be translated. For example, sentence No. 13 can be translated as ‘如公司有核
數師，則.’ Although an untranslated ‘if’ significantly reduces its meaning as
an introductory word for conditional sentences, it does not affect the reader’s
understanding, so it can still be considered to have achieved the same function
as the original text.
(2) ‘If’ is not translated, but for the sake of internal coherence, conjunctions
indicating contrast such as ‘而’ (ér; but) or ‘但’ (dàn; but) are added, as in
sentences No. 4, 5, 9, 11, 12, 13, 14, 17, 18, 25, and 26, or conjunctions indi-
cating progression such as ‘並且’ (bìng qiě; and) or ‘而且’ (ér qiě; and), as
in sentences No. 22 and 23. However, in these sentences, ‘if’ can actually be
translated as ‘如’ (rú). For example, sentence No. 26 can be translated as ‘如
招股章程符合(a)段第(i)、(ii)、(iii)及(iv)節的規定，則處長須註冊該招
股章程。’
Table 4.9 ‘If’ with no translation

No. English original Chinese translation

1 If, where the prospectus includes a statement purporting to 凡招股章程載有一項看來是由一名專家作出的陳述，而該
be made by an expert, he has not given, or has before 名專家未有給予書面同意，同意發出一份載有一項在
delivery of the prospectus for registration withdrawn, 形式和文意上一如所載的陳述的招股章程，或在該份招股
his written consent to the issue of the prospectus with 章程交付註冊前已撤回其書面同意，或在該招股章程內並
the statement included in the form and context in which 未載有一項陳述，說明該名專家已給予前述的同意及未有將其撤回。
it is included or there does not appear in the prospectus
a statement that he has given and has not withdrawn his
consent as aforesaid.
2 If where a company is wound up it is shown that proper 凡公司被清盤，而有證明顯示公司在緊接其清盤開始前的2年的整段期間
books of account were not kept by the company 或在其成立為法團至其開始清盤的整段期間(兩者以較短的期間為準)
74 Translation of conditional clauses

throughout the period of 2 years immediately preceding 內，並無備存妥善的帳簿，則公司的每名失責高級人員，除非能證明

the commencement of the winding up, or the period 自己是誠實行事，而該項失責在公司業務的經營情況下是可予寬宥
between the incorporation of the company and the 的，否則即屬犯罪，可處監禁及罰款。
commencement of the winding up, whichever is the
shorter, every officer of the company who is in default
shall, unless he shows that he acted honestly and that in
the circumstances in which the business of the company
was carried on the default was excusable, be guilty of an
offence and liable to imprisonment and a fine.
3 Provided that, in the case of a banking company which has 但如公司為一間銀行公司，且在香港境外設有分行，則(在不抵觸核數師
branch banks beyond the limits of Hong Kong, it shall 根據第(4)及(6)款所具權力的情況下)核數師只要獲准取用該等分行傳轉
be sufficient (subject to the powers of the auditors under 至該公司在香港的總辦事處的簿冊和帳目的副本及摘錄，已屬足夠。
subsections (4) and (6)) if the auditor is allowed access to
such copies and extracts from such books and accounts
of any such branch as have been transmitted to the head
office of the company in Hong Kong.
4 The inspector may, and, if so directed by the Financial 審查員可以，而在財政司司長有所指示下則須，向財政司司長作出中期報
Secretary, shall, make interim reports to the Financial 告；審查員並須於調查完結後向財政司司長作出最後報告。
Secretary, and on the conclusion of the investigation shall
make a final report to the Financial Secretary.
5 In the case of any property, if the order so directs, freed 如屬任何財產，而該項命令又有所指示，該財產須不再受憑藉此項妥協或
from any charge which is by virtue of the compromise or 債務償還安排而停止生效的押記所規限。
arrangement to cease to have effect.
6 If a person acts in contravention of a disqualification order, 任何人違反一項取消資格令，即屬犯罪，可處監禁及罰款。
he is guilty of an offence and is liable to imprisonment
and a fine.
7 A person is personally responsible for all the relevant debts 任何人─
of a company if at any time- (a) 違反一項取消資格令或違反第156條而牽涉於公司的管理；或
(a) in contravention of a disqualification order or of (b) 作為牽涉於該公司的管理的人，如按或願意按另一人在未經法院許可
section 156 he is involved in the management of the 的情況下所發出的指示行事，而該人當時知道該另一人是一項取消資
company; or 格令所指的人或是一名未獲解除破產的破產人，須對該公司一切有關
(b) as a person who is involved in the management of the 債項承擔個人責任。
company, he acts or is willing to act on instructions
given without the leave of the court by a person whom he
knows at that time to be the subject of a disqualification
order or to be an undischarged bankrupt.
8 A company which was incorporated before the 一間公司如在《1984年公司(修訂)條例》+(1984年第6號)生
commencement of the Companies (Amendment) 效前成立為法團，並且備有第(1)款所述的正式印章，可
Ordinance 1984 (6 of 1984) and which has such an 使用該印章在該款所述的證券及文件上蓋印，而不論在任何
official seal as is mentioned in subsection (1) may use 組成或規管該公司的文書中有任何規定，亦不論在該條例生-
the seal for sealing such securities and documents as 效前所訂立任何關於蓋上該印章的證券或文件的文書中有任何規定。
are there mentioned notwithstanding anything in any
instrument constituting or regulating the company or in
any instrument made before such commencement which
relates to any securities or documents if they are sealed
with that seal.
(Continued )
Translation of conditional clauses 75
Table 4.9 (Continued)

No. English original Chinese translation

9 Subject to subsection (4), where an application is made 在第(4)款的規限下，凡有人根據本條向公司申請發出新股
to a company under this section for a new certificate, 票，而公司亦擬根據本條發出此股票，則公司須刊登
the company shall, if it intends to issue such certificate 一項具指明格式的公告以發表其意向，公告如下─……
under this section, publish a notice in the specified form
advertising its intention to do so, as follows-…
10 If and so far as is necessary, alter its memorandum by 並且於必需時，可藉減少其股本額及股份數額而據此修改其章程大綱。
reducing the amount of its share capital and of its shares
accordingly.
11 In the case of a company having a share capital if there has 如有關公司屬有股本公司，而自最近一份申報表的日期後，規定必須載於
been no change in the matters required to be contained 申報表的事項並無任何改變，則該公司可藉提交一份具有指明格式的
in a return, since the date of the last return, the company 證明書作出申報，以代替第(1)款所規定的申報表。
may in lieu of the return required by subsection (1), make
76 Translation of conditional clauses

a return by certificate in the specified form.

12 Neither subsection (1) nor subsection (2) shall require the 如該另一法人團體在香港以外成立，或在香港成立而在香港以外經營業
disclosure by a company of information with respect to 務，而公司的董事認為披露有關該法人團體的資料會對公司或對該法
another body corporate if that other body is incorporated 人團體的業務不利，且財政司司長亦同意該等資料無須予以披露，
outside Hong Kong or, being incorporated in Hong Kong, 則第(1) 或(2)款及第(2)款並不規定公司須作上述披露。
carries on business outside Hong Kong if the disclosure
would, in the opinion of the directors of the company,
be harmful to the business of the company or of that
other body and the Financial Secretary agrees that the
information need not be disclosed.
13 He shall, if the company has auditors, secure that a copy of 而公司是有核數師的，則該名董事或秘書須確保在提供該
the resolution is sent to them, or that they are otherwise 項建議的決議予成員簽署之時或之前，將其文本送予
notified of its contents, at or before the time the 該核數師，或以其他方式使核數師獲悉其內容。
resolution is supplied to a member for signature.
14 For the purposes of this section, the directors shall, in the 就本條而言，如某項決議擬在某次會議上以特別決議的形
case of a meeting at which a resolution is to be proposed 式提出，而董事沒有發出第116條所規定的會議通知書，
as a special resolution, be deemed not to have duly 則董事須當作並未妥為召開會議。
convened the meeting if they do not give such notice
thereof as is required by section 116.
15 In any other case, it shall be the duty of the holding 在任何其他情況下，控股公司有責任應其核數師的要求，採取一切合理可
company, if required by its auditors to do so, to take all 行的步驟，從該附屬公司取得上述的資料及解釋。
such steps as are reasonably open to it to obtain from the
subsidiary such information and explanation as aforesaid.
16 A company which, at or after the commencement of the 在《1984年公司(修訂)條例》+(1984年第6號)生效時或之後註冊的無限公
Companies (Amendment) Ordinance 1984 (6 of 1984), 司，可藉以下方式重新註冊為有限公司，即一項決定公司應如此重新
is registered as unlimited may be re-registered as limited 登記的特別決議(此決議須符合第(2)款的規定)獲得通過，並按指明格式
if a special resolution that it should be so re-registered 為此擬定作出有關申請，申請書由一名董事或公司秘書籤署，連同第(3
(complying with the requirement of subsection (2)) )款所述的文件，在不早於處長收到公司依據第117條將決議文本遞送予
is passed and an application in that behalf, framed 處長之日提交處長。
in the specified form and signed by a director or
by the secretary of the company, is lodged with the
Registrar together with the documents mentioned in
subsection (3) not earlier than the day on which the
copy of the resolution forwarded to him in pursuance of
section 117 is received by him.
17 This section shall not prevent a subsidiary which is a 本條並不阻止一間作為其控股公司成員的附屬公司，接受及持有更多其控
member of its holding company from accepting and 股公司的股份，但該等股份須是該控股公司在將儲備或利潤資本化後，
holding further shares in its holding company if such 作為全部繳足股款的股份分配予該附屬公司的。
further shares are allotted to it as fully paid up in
consequence of a capitalization of reserves or profits by
such holding company.
18 If any person acts in contravention of subsection (1), he 任何人違反第(1)款，可處罰款。
shall be liable to a fine.
19 The Registrar shall register a prospectus if subparagraphs 處長須將招股章程註冊，但該招股章程須符合(a)段第(i)、(ii)、(iii)及(iv)
(i), (ii), (iii) and (iv) of paragraph (a) are complied with 節的規定。
in respect of that prospectus.
20 Where a person making an offer to which this section 凡作出與本條有關的要約的人是一間公司或商號，則上述文件只須由該公
relates is a company or a firm, it shall be sufficient if the 司2名董事或不少於半數的合夥人代表該公司或商號(視屬何情況而定)
document aforesaid is signed on behalf of the company 簽署，即屬足夠，而該等董事或合夥人亦可由其以書面授權的代理人
or firm by 2 directors of the company or not less than half 代為簽署。
of the partners, as the case may be, and any such director
Translation of conditional clauses 77

or partner may sign by his agent authorized in writing.

(Continued )
Table 4.9 (Continued)

No. English original Chinese translation

21 For purposes of subsection (2), a member who holds such 就第(2)款而言，持有該等股份的成員，不僅在就該項決議應
shares is to be regarded as exercising the voting rights 否通過的問題上以投票方式表決，會被視為行使該等股份
carried by them in voting on the resolution not only if he 所附有的表決權，而且在就該項決議以投票以外的方式表
votes in respect of them on a poll on the question whether 決，亦被視為行使該等表決權；而且不論公司的章程細-
the resolution shall be passed, but also if he votes on the 則有任何規定，公司的任何成員，均可要求以投票方式表決該問題。
resolution otherwise than on a poll; and, notwithstanding
anything in a company’s articles, any member of the
company may demand a poll on that question.
22 A member who holds shares to which the resolution relates 持有與該項決議有關的股份的成員，不僅在就該項決議應否通過的問題上
is regarded as exercising the voting rights carried by 以投票方式表決，會被視為行使該等股份所附有的投票權，而且在就
78 Translation of conditional clauses

those shares not only if he votes in respect of them on 該項決議以投票以外的方式表決，亦被視為行使該等表決權。

a poll on the question whether the resolution shall be
passed, but also if he votes on the resolution otherwise
than on a poll.
23 A relevant shareholder shall be regarded as voting not 就應否通過該項決議的問題上，有關股東須被視為作出表
only if he votes on a poll on the question whether the 決一事，不僅在於他有否以投票方式表決，亦在於他
resolution shall be passed, but also if he votes on the 有否以投票以外的方式就該項決議作出表決。
resolution otherwise than on a poll.
24 Subsection (1) shall not be taken as requiring any offer or 第(1)款不得視作規定將下述要約或邀請視為向公眾作出，該等要約或邀
invitation to be treated as made to the public if it can 請為在任何情況下，均可恰當地 被認作並非旨在直接或間接導致股份
properly be regarded, in all the circumstances, as not 或債權證可供並非接獲該項要約或邀請的人認購或購買者。
being calculated to result, directly or indirectly, in the
shares or debentures becoming available for subscription
or purchase by persons other than those receiving the
offer or invitation.
25 This section shall not prevent a subsidiary which is a 本條並不阻止一間作為其控股公司成員的附屬公司，接受及持有更多其控
member of its holding company from accepting and 股公司的股份，但該等股份須是該控股公司在將儲備或利潤資本化後，
holding further shares in its holding company if such 作為全部繳足股款的股份分配予該附屬公司的。
further shares are allotted to it as fully paid up in
consequence of a capitalization of reserves or profits by
such holding company.
26 The Registrar shall register a prospectus if subparagraphs 處長須將招股章程註冊，但該招股章程須符合(a)段第(i)、(ii)、(iii)及(iv)
(i), (ii), (iii) and (iv) of paragraph (a) are complied with 節的規定。
in respect of that prospectus.
Translation of conditional clauses 79
80 Translation of conditional clauses

To sum up, based on the analysis of various translation methods of the introduc-
tory word for conditional clauses ‘if,’ it is found that methods (I) and (II) translate
‘if’ as ‘假若’ (jiǎ ruò) or ‘假使’ (jiǎ shǐ); except for two conditional clauses that
use the simple present or simple past tense, all the other conditional clauses use
the subjunctive mood to express a hypothetical situation that had already occurred
in the past or was unlikely to occur in the future. There are also cases using the
subjunctive mood to express a hypothetical situation in method (III) in which ‘if’
is translated as ‘若’ (ruò). In addition, methods (III) and (IV) translate ‘if’ as ‘若’
(ruò) or ‘倘’ (tǎng)/‘倘若’ (tǎng ruò), which can be considered synonyms of ‘如’
(rú) and can be used interchangeably to express a conditional situation. That is, if
the case mentioned in the conditional clause happens, it will result in the occur-
rence of the main clause afterwards.
This indicates that in most cases, 89% of the instances of ‘if’ being translated as
‘如’ (rú), translators consciously or unconsciously follow the consistency principle
of legal translation, that is, legal translation is different from the translation of other
texts and does not require diverse translation methods. As long as the meaning is
consistent with the original text, it is best to maintain the same translation for the
same term throughout the whole text, without considering diversified translations.
However, due to the engagement of multiple translators in the translation pro-
cess of Hong Kong legislation, there may be minor discrepancies in the operative
norms of multiple translators in the team work. Different translators have different
preferences for word choices, and factors such as considering the Chinese expres-
sion habits of the context or avoiding repetition, or the slight negligence of the per-
son responsible for unifying the style of the final translation may result in ‘if’ being
translated as a synonym or near-synonym of ‘如’ (rú) in some cases. That is to say,
in the actual operation process, there are still some diverse Chinese translations,
and translators do not completely follow the consistency principle of legal trans-
lation. Nevertheless, after analysing the different translations mentioned above,
using synonyms of ‘如’ (rú) can also achieve the same function as the original text.
Additionally, method (VI) translates ‘if’ as ‘在 …… 情況下’ (zài …… qíng kuàng
xià), which refers to the situation in which ‘if’ introduces two or more conditions.
The translation approach is to add such phrases as ‘在以下情況下/在下述情形下’
(zài yǐ xià qíng kuàng xià/zài xià shù qíng xíng xià; in the following cases/under the
following circumstances) in the main clause before describing various conditions,
so that readers have a rough idea of what will be expressed next. With respect to
methods (V), (VI), and (VII), ‘if’ is respectively translated as ‘在 …… 情況下’
(zài …… qíng kuàng xià), ‘在 …… 時’ (zài …… shí), or is left untranslated. Based
on the new perspective on legal text types proposed in Chapter 3, Hong Kong laws
and regulations belong to the vocative text type and function is the most important
factor, i.e., the translation should maintain or achieve the same function as the
original text. Although these three methods do not fully realise or greatly reduce
the meaning of ‘if’ as a conditional conjunction, they do not affect readers’ under-
standing, especially when other Chinese conjunctions are added to the sentence.
Therefore, it can be considered that the same function as the original text has been
basically achieved.
 Translation of conditional clauses 81

In summary, the conditional clauses introduced by ‘if’ can be divided into three
types:

(1) ‘If’ introduces factual conditional clauses, which can be translated as ‘若’
(ruò), ‘倘’ (tǎng), ‘倘若’ (tǎng ruò), ‘在 …… 時’ (zài …… shí), or left
untranslated, in addition to the most common translation ‘如’ (rú).
(2) ‘If’ introduces non-factual conditional clauses, which use the subjunctive
mood to express a higher degree of hypothetical or contradictorysituations,
and is translated as ‘假若’ (jiǎ ruò), ‘若’ (ruò), or ‘假使’ (jiǎ shǐ).
(3) ‘If’ introduces multiple conditional clauses, and is translated as ‘在 ……
情況下’ (zài …… qíng kuàng xià).

4.2.2 C
 onditional clauses introduced by ‘where’ and different translations of
‘where’

‘Where’, another common introductory word for conditional clauses, appears 668
times in the whole Companies Ordinance, including the translations shown in
Table 4.10.
From Table 4.10, it can be seen that the introductory word ‘where’ for condi-
tional clauses appears 668 times, of which 331 are translated as ‘凡’ (fán) and 224
are translated as ‘如’ (rú).
There is no big difference between the translation of ‘如’ (rú) and ‘凡’ (fán)
for ‘where’ conditional clauses. But when ‘if’ is also used in the same sentence,
‘where’ is translated as ‘凡’ (fán) instead of ‘如’ (rú). Then, under what circum-
stances is ‘where’ translated differently? Are there any special purposes for using
other translations? Have these different translations achieved the same function as
the original text? In this section, different translations of ‘where’ other than ‘凡’
(fán) and ‘如’ (rú) are analysed in detail.

(I) ‘Where’ translated as ‘倘若’ (tǎng ruò) and ‘若’ (ruò)

There are only two sentences in which ‘where’ is translated as ‘倘若’ (tǎng ruò)
and ‘若’ (ruò), as shown in Table 4.11.

Table 4.10 Summary of different translations of ‘where’ in the Companies Ordinance

Translations of ‘where’ Frequency Percentage

凡 (fán) 331 50
如 (rú) 224 33
在 …… 情況下 (zài …… qíngvkuàng xià) 13 3
若/倘若 (ruò/tǎng ruò) 2
在 …… 時/在 …… 後 (zài …… shí/zài …… hòu) 6
在 …… 地方 (zài …… dì fāng) 87 14
82 Translation of conditional clauses

Table 4.11 ‘Where’ translated as ‘倘若’ (tǎng ruò) and ‘若’ (ruò)

No. English original Chinese translation

1 A copy of any trust deed or 任何人如要求取得保證發行債權證的信託
other document for securing 契據或其他文件的副本，公司須於接
any issue of debentures 獲該項要求20天內，於收費後將該副-
shall be forwarded to any 本遞送予該人；如屬印製的信託契據或其他
person requiring it within 文件，所收取的款項為$4或公司所訂明的較
20 days of the receipt by 少款項，而倘若該信託契據或其他文件未經
the company of the request, 印製，則按所需複制副本的字數計算，每10
on payment in the case of a 0字(不足100字者亦算作100字)收取$2。
printed trust deed or other
document of the sum of $4
or such less sum as may be
prescribed by the company,
or where the trust deed or
other document has not been
printed, on payment of $2 for
every 100 words or fractional
part thereof required to be
copied.
2 Provided that where under 但若根據第38C條規定須取得某人的同
section 38C the consent of a 意始可發出招股章程，而該人已給予
person is required to the issue 該項同意，則該人並不會因給予該項
of a prospectus and he has 同意而以招股章程的批准發出者身分
given that consent, he shall 鬚根據本款負上法律責任，但若該人
not by reason of his having 就一項看來是由其以專家身分作出的
given it be liable under this 不真實陳述而鬚根據本款負上法律
subsection as a person who 責任，則屬例外。
has authorized the issue of
the prospectus except in
respect of an untrue statement
purporting to be made by him
as an expert.

The translation of ‘where’ as ‘倘若’ (tǎng ruò) and ‘若’ (ruò) only appears twice
in the translation of the Companies Ordinance. These two words are synonyms of
‘如’ (rú) and can be used interchangeably, which can achieve the same function as
the original text. It is worth noting that the first sentence contains two introductory
words for conditional clauses, namely ‘in the case’ and ‘where.’ The translation
translates ‘in the case’ as ‘如’ (rú) and ‘where’ as ‘倘若’ (tǎng ruò) to avoid repeti-
tion in Chinese, which is simply because of the expression habits of the Chinese
language.

(II) ‘Where’ translated as ‘在 …… 時/在 …… 後’ (zài …… shí/ zài …… hòu)

There are six sentences in which ‘where’ is translated as ‘在 …… 時/在 …… 後’

(zài …… shí/zài …… hòu), as shown in Table 4.12.
 Translation of conditional clauses 83

Table 4.12 ‘Where’ translated as ‘在 …… 時/在 …… 後’ (zài …… shí/zài …… hòu)

No. English original Chinese translation

1 The relevant section is treated as 在分發中，除非關於有關帳目的法例

contravened in the case of a 規定(即本條及第79G、79H或79I條
distribution unless the statutory 的規定所適用之處及在適用的時候)
requirement about the relevant 已獲遵從，否則視為有關一條的規定被違反。
accounts (that is, the requirement
of this section and sections 79G,
79H and 79I, as and where
applicable) are complied with in
relation to that distribution.
2 Where any such order is made 法院在作出任何此等命令時，亦可作出其認為合宜
may give such ancillary or 的附帶或相應的指示，包括一項公司1名成員親自
consequential directions as it 出席或由代表出席即當作構成一個會議的指示。
thinks expedient, including a
direction that 1 member of the
company present in person or
by proxy shall be deemed to
constitute a meeting.
3 The settling of lists of contributories 議定分擔人列表，在有需要時將成員登記冊更正，
and the rectifying of the register 並收集與運用資產……
of members where required, and
the collecting and applying of the
assets…
4 Where the lending of money is 任何公司在其通常業務運作中藉出款項；而藉出款
part of the ordinary business 項為公司通常業務的一部分……
of the company, the lending of
money by the company in the
ordinary course of its business…
5 Where a direction is given under 處長根據第(2)或(4)款發出指示後，可隨時在更改公
subsection (2) or (4), the 司名稱的期限結束前，以進一步的書面指示將該
Registrar may by a further 期限延展。
direction in writing extend the
period within which the company
is to change its name, at any time
before the end of that period.
6 Where such a resolution has 上述決議通過後，以下人士可向法院提出取消該
been passed, an application 決議的申請─……
may be made to the court
for the cancellation of the
resolution – …

The translation of ‘where’ as ‘在 …… 時’ (zài …… shí) appears in three sen-

tences, while the translation of ‘where’ as ‘在 …… 後’ (zài …… hòu) appears
in two sentences. However, upon a closer examination of the original text, it can
be seen that ‘where’ in all the listed instances still functions as an introductory
word for conditional clauses. For example, sentence No. 2 can be translated as
‘凡法院作出任何此等命令.’ Similarly, sentence No. 5 can also be translated as
‘處長如根據第(2)或(4)款發出指示，則可隨時在更改公司名稱的期限結束
前，以進一步的書面指示將該期限延展。’ Moreover, it should be noted that
‘where’ itself does not express the meaning of time or time sequence, so it is more
appropriate to translate it as ‘如’ (rú) or ‘凡’ (fán). While ‘在 …… 時’ (zài …… shí)
84 Translation of conditional clauses

does not express the meaning of ‘where’ as an introductory word for conditional
clauses semantically, it does not affect readers’ understanding, and such a transla-
tion still basically achieves the same function as the original text.

(III) ‘Where’ translated as ‘在 …… 情況下’ (zài …… qíng kuàng xià)

There are 13 sentences in which ‘where’ is translated as ‘在 …… 情況下’ (zài ……

qíng kuàng xià), as shown in Table 4.13.
There are a total of 13 sentences in the Companies Ordinance in which ‘where’ is
translated as ‘在 …… 情況下’ (zài …… qíng kuàng xià) or a similar translation. When
‘if’ introduces two or more conditions, as mentioned in Section 4.2.1, it can be trans-
lated as ‘在 …… 情況下’ (zài …… qíng kuàng xià). Similarly, there are two occasions
when ‘where’ is translated in this way: (1) when ‘where’ introduces two or more condi-
tions like ‘if’ (as in sentences No. 2, 5, 8, 9, and 11), phrases such as ‘在以下情況下’
are used before listing each condition; (2) when ‘where’ introduces a single condition,
it can be translated as ‘如’ (rú) or ‘凡’ (fán), meaning ‘if’ (as in sentences No. 1, 3, 4, 6,
7, 10, 12, and 13). Although ‘在 …… 情況下’ (zài …… qíng kuàng xià) and ‘如’ (rú)
or ‘凡’ (fán) have some differences in meaning, they do not affect readers’ understand-
ing, so the translation basically achieves the same function as the original text.

(IV) ‘Where’ translated as ‘在 …… 地方’ (zài …… dì fang)

As we know, ‘where’ is a common introductory word for adverbial clauses of loca-

tion and is translated as ‘在 …… 地方’ (zài …… dì fāng). There are 16 sentences
in which ‘where’ is translated as ‘在 …… 地方’ (zài …… dì fāng), which will not
be discussed in this study, since this study focuses on the usage of ‘where’ as an
introductory word for conditional clauses.
To sum up, the translation of ‘where’ in this Companies Ordinance varies. From
the above analysis of the translation of ‘where’ as an introductory word for con-
ditional clauses, we can see that method (I) translates it as ‘倘若’ (tǎng ruò) or
‘若’ (ruò), synonyms of ‘如’ (rú), without affecting the function of the transla-
tion. Method (II) translates it as ‘在 …… 時/在 …… 後’ (zài …… shí/zài ……
hòu), indicating the specific time or period related. Method (III) translates it as
‘在 …… 情況下’ (zài …… qíng kuàng xià), mainly to introduce multiple condi-
tions, whereas ‘凡’ (fán) can only introduce a single case or occasion that encom-
passes all situations. Although methods (II) and (III) differ in meaning from the
two dominant translation methods ‘凡’ (fán) and ‘如’ (rú), it is acceptable to use
these methods considering the multiple conditions in the original text. If ‘凡’ (fán)
is used for such multiple conditions, the meaning of the multiple conditions in the
original may not be reflected, thus affecting the function of the original text.

4.2.3 C
 onditional clauses introduced by ‘when’ and different translations of
‘when’

In addition to the two dominant introductory words for conditional clauses ‘if’ and
‘where’ in the Companies Ordinance, there are several other introductory words for
conditional clauses, including ‘when,’ ‘in (the) case,’ and ‘in the event.’
Table 4.13 ‘Where’ translated as ‘在 … 情況下’ (zài … qíng kuàng xià)

No. English original Chinese translation

1 At any time after the presentation of a winding-up petition and 在清盤呈請提出後及在清盤令作出前的任何時候，公司或任何債權人
before a winding-up order has been made, the company or 或分擔人─
any creditor or contributory may- (a) 在有針對公司的任何訴訟或法律程序在原訟法庭或
(a) where any action or proceeding against the company is 上訴法庭待決的情況下，可向該訴訟或法律程序待
pending in the Court of First Instance or the Court of Appeal, 決所在的法院申請擱置在該法院進行的法律程序；
apply to the court in which the action or proceeding is (b) 在有針對公司的任何訴訟或法律程序在原訟法庭及上
pending for a stay of proceedings therein; 訴法庭以外的任何法院或審裁處待決的情況下，可向-
(b) where any action or proceeding against the company is 原訟法庭申請禁制在該訴訟或法律程序中進行進一
pending in any court or tribunal other than the Court of 步的法律程序，
First Instance or the Court of Appeal, apply to the Court of 而有申請如此向某法院提出，該法院可據此而按其認為
First Instance to restrain further proceedings in the action or 合適的條款擱置或禁制進行(視屬何情況而定)該等法律程序。
proceeding,
and the court to which application is so made may, as the case
may be, stay or restrain the proceedings accordingly on such
terms as it thinks fit.
2 Where after a company has been dissolved it is proved to the 在公司解散後，處長如信納以下情況已獲證明─
satisfaction of the Registrar- (a) 公司如仍存在則會在法律上或衡平法上有責任進行或完成某些交
(a) that the company if still existing would be legally or equitably 易或事宜或使其生效；及
bound to carry out, complete or give effect to some dealing, (b) 為進行或完成該等交易或事宜或使其生效，某些純粹屬行政上而
transaction or matter; and 非涉及酌情決定的作為，原應已由公司或代表公司作出，或如公
(b) that in order to carry out, complete or give effect thereto, 司仍存在則應由公司或代表公司作出，即可根據本條以公司代表
some purely administrative act, not discretionary, should have 或公司清盤人代表的身分，作出或安排作出任何該等作為。
been done by or on behalf of the company, or should be done
by or on behalf of the company if still existing,
the Registrar may, as representing the company or its liquidator
under this section, do or cause to be done any such act.
(Continued )
Translation of conditional clauses 85
Table 4.13 (Continued)

No. English original Chinese translation

3 The Thirteenth Schedule shall apply where a company (in that 附表13適用於下述情況︰公司(在該附表內稱為“購回公司”)作出公開
Schedule referred to as the ‘repurchasing company’) makes a 要約以全數購買本身的股份或全數購買本身某個類別的股份。
general offer to purchase all of its shares, or all of its shares of
a particular class.
4 This section and the Ninth Schedule shall apply where a 本條及附表9適用於下述情況︰任何公司(在本條中及附表9內稱為“受
company (in this section and the Ninth Schedule referred to 讓人公司”)，不論是否本條例所指的公司，作出一項要約，收購另
as ‘the transferee company’), whether a company within the 一間公司(在附表9內稱為“出讓人公司”)中其尚未持有的全部股份
meaning of this Ordinance or not, makes an offer to acquire 或任何類別的全部股份，而要約條款就該項要約有關的一切股份
all the shares, or all the shares of any class or classes, not 而言乃屬相同，或如該等股份包括不同類別的股份，則要約條款
already held by it in another company (in the Ninth Schedule 就所有屬同一類別的股份而言乃屬相同者。
referred to as ‘the transferor company’) on terms which are
the same in relation to all the shares to which the offer relates
or, where those shares include shares of different classes, in
relation to all the shares of each class.
86 Translation of conditional clauses

5 Nothing in subsection (2) shall invalidate the proceedings of a 第(2)款的規定並不在以下情況下使某次大會的議事程序失效—

general meeting where- (a) ……；而
(a) …; and (b) ……
(b) …
6 For the avoidance of doubt, it is declared that- 為免生疑問，現宣布—
(a) the requirement to send a copy of a listed company’s relevant (a) 為遵從第129G(1)條而向上市公司的某有權利的人送交
financial documents to an entitled person of the company in 該公司的有關財務文件的規定，在該公司應本條所指
compliance with section 129G(1) does not apply where the 的要求而送交該等文件的情況下，並不適用……
company sends a copy of those documents to the person in
response to a request under this section; …
7 Where that is allowed, 1 or more proxies to attend and vote 在容許的情況下委任1名或多於1名代表，代其出席會議並表決，以及
instead of him, and that a proxy need not also be a member. 說明代表本身無須亦為成員。
8 With the exception made by section 48D(6), this section applies 除第48D(6)條所指不適用的個案外，本條於以下情況適用：發行公司
where the issuing company has secured at least a 90 per 已依據一項安排取得另一公司最少百分之九十的股份的權益，該
cent equity holding in another company in pursuance of an 項安排規定分配發行公司的權益股份，而分配發行條款是，獲分
arrangement providing for the allotment of equity shares in 配的股份的代價須藉下列方式提供—
the issuing company on terms that the consideration for the (a) ……；或
shares allotted is to be provided- (b) ……
(a) …; or
(b) …
9 This section applies where the issuing company- 本條於以下情況適用：發行公司—
(a) …; and (a) ……；及
(b) … (b) ……
10 Subsection (5) shall not apply but the documents referred to in 第(5)款並不就該項決議而適用，但須時該款提述的文件以及(在該款
that subsection and, where that subsection applies by virtue of 憑藉第(6)款而適用的情況下)第(6)款提述的其他文件。
subsection (6), the further documents referred to in subsection
(6).
11 With the exception made by section 48D(6), this section applies 除第48D(6)條所指不適用的個案外，本條於以下情況適用：發行公司
where the issuing company has secured at least a 90 per 已依據一項安排取得另一公司最少百分之九十的股份的權益，該
cent equity holding in another company in pursuance of an 項安排規定分配發行公司的權益股份，而分配發行條款是，獲分
arrangement providing for the allotment of equity shares in 配的股份的代價須藉下列方式提供—
the issuing company on terms that the consideration for the (a) ……；或
shares allotted is to be provided- (b) ……
(a) …; or
(b) …
12 … ……
then- 則─
(i) subsection (4) shall not apply but, for the purposes of (i) 第(4)款並不就該項決議而適用，但就第116B(1)條而言，持有該項
section 116B(1), a member holding shares to which the 決議所關乎的股份的成員不得被視為有權出席和表決的成員；
resolution relates shall not be regarded as a member who (ii) 第(5)款並不就該項決議而適用，但須時該款提述的文件以及(在該
would be entitled to attend and vote; 款憑藉第(6)款而適用的情況下)第(6)款提述的其他文件─
(ii) subsection (5) shall not apply but the documents referred (A) 提供予按照第116B條規定須簽署(或由他人代表簽署)該項決議的
to in that subsection and, where that subsection applies by 每名成員；並且
virtue of subsection (6), the further documents referred to in (B) 在提供該項決議予有關成員簽署之時或之前提供予該成員。
subsection (6), shall be supplied-
(A) to each member by whom, or on whose behalf, the resolution
is required to be signed in accordance with section 116B; and
(B) at or before the time at which the resolution is supplied to the
member for signature.
(Continued )
Translation of conditional clauses 87
Table 4.13 (Continued)

No. English original Chinese translation

13 This section and the Ninth Schedule shall apply where a 本條及附表9適用於下述情況︰任何公司(在本條中及附表9內稱為“受
company (in this section and the Ninth Schedule referred to 讓人公司”)，不論是否本條例所指的公司，作出一項要約，收購另
as ‘the transferee company’), whether a company within the 一間公司(在附表9內稱為“出讓人公司”)中其尚未持有的全部股份
meaning of this Ordinance or not, makes an offer to acquire 或任何類別的全部股份，而要約條款就該項要約有關的一切股份
all the shares, or all the shares of any class or classes, not 而言乃屬相同，或如該等股份包括不同類別的股份，則要約條款
already held by it in another company (in the Ninth Schedule 就所有屬同一類別的股份而言乃屬相同者。
referred to as ‘the transferor company’) on terms which are
the same in relation to all the shares to which the offer relates
or, where those shares include shares of different classes, in
relation to all the shares of each class.
88 Translation of conditional clauses
 Translation of conditional clauses 89

‘When’ in the Companies Ordinance has two meanings. First, it expresses its
original meaning of ‘at the time of,’ indicating a temporal subordinate clause rela-
tionship. Second, it expresses a condition and is translated as ‘如’ (rú). The second
meaning of ‘when’ as an introductory word for conditional clauses will be dis-
cussed in this study. ‘When’ appears 73 times in the Companies Ordinance, but it
is only used as an introductory word for conditional clauses 5 times, all of which
are translated as ‘如’ (rú), as shown in Table 4.14. This indicates that ‘when’ is
not a commonly used introductory word for conditional clauses in the Companies
Ordinance.
From these five examples, it can be seen that there is no big difference between
a conditional clause introduced by ‘when’ and by ‘if.’ For example, sentence No.
5 can be expressed as ‘if a poll is demanded, regard shall be had to the number of
votes to which each member is entitled according to the regulations of the com-
pany,’ by replacing ‘when’ with ‘if.’ Although ‘when’ appears as a conjunction for
conditional clauses in the Companies Ordinance at a very low frequency, transla-
tors still need to be careful when translating English legal texts and have to decide
the meaning of ‘when’ in different contexts without treating it directly as its com-
mon meaning of ‘at the time.’

4.2.4 C
 onditional clauses introduced by ‘in (the) case’ and different translations
of ‘in (the) case’

‘In the case’ appears 273 times in the Companies Ordinance. The same sampling
method mentioned in Section 1.4.3 is employed and a certain number of sentences
(i.e., a total of 54 sentences) is selected for analysis. In addition, ‘in case’ appears
16 times.
There are various translations of ‘in the case’ in the Companies Ordinance, as
shown in Table 4.15.

(I) ‘In the case’ translated as 如/如屬 (rú/rú shǔ)

‘In the case’ is mostly translated as ‘如/如屬’ (rú/rú shǔ; if/if belonging to), 42
times out of 54 sentences. For example: ‘In the case of refusal of an inspec-
tion required under subsection (5) of a directors’ statement or auditors’
report, the court may by order compel an immediate inspection of that state-
ment or report.’ The Chinese translation is ‘如屬有關人士被拒絕根據第(
5)款 的 規 定 查 閱 董 事 陳 述 書 或 核 數 師 報 告 書 的 情 況 ， 法 院 可 藉 命 令 強
迫有關公司立即將該陳述書或報告書供有關人士查閱。’ ‘In the case,’
usually translated as ‘在 …… 情況下’ (zài …… qíng kuàng xià), ‘至於’
(zhì yú), or ‘就 …… 而言’ (jiù …… ér yán), does not indicate the mean-
ing of condition. But the meaning of condition is added in the Chinese transla-
tion, which is slightly different from its original meaning. However, because
such connecting terms as ‘在 …… 情況下’ (zài …… qíng kuàng xià), ‘至於’
(zhì yú), or ‘就 …… 而言’ (jiù …… ér yán) can be omitted in the Chinese
Table 4.14 ‘When’ translated as ‘如’ (rú)

No. English original Chinese translation

1 When the Registrar has reasonable cause to believe that a 處長如有合理因由相信，某公司並無持有根據本條例發給的有效特許證而
company is keeping a register of members at any place 在香港以外的任何地方備存成員登記冊，則須在憲報刊登公告及將該公
outside Hong Kong without having a valid licence under 告以郵遞方式送交該公司，述明由該公告的日期起計3個月屆滿時，除
this Ordinance, he shall publish in the Gazette and send 非該公司提出相反理由，否則該公告內所述公司的名稱即自登記冊中剔
to the company by post a notice that at the expiration 除，而該公司亦即解散。
of 3 months from the date of that notice the name of
the company mentioned therein will, unless cause is
shown to the contrary, be struck off the register and the
company will be dissolved.
2 A resolution shall be a special resolution when it has been 如某項決議獲表決通過，而所獲得的票數不少於有權在大會上親自表決或
passed by not less than three-fourths of the votes cast 委派代表表決(如代表獲准許表決的話)的成員所投票數的四分之三，且
by such members as, being entitled so to do, vote in 已就有關大會妥為發出不少於21天的通知期，指明擬將該項決議列為一
90 Translation of conditional clauses

person or, where proxies are allowed, by proxy, at a 項特別決議的意向，則該項決議即為一項特別決議。

general meeting of which not less than 21 days’ notice,
specifying the intention to propose the resolution as a
special resolution, has been duly given.
3 For the purposes of this section, notice of a meeting shall 就本條而言，會議通知書如以本條例或章程細則所訂定
be deemed to be duly given and the meeting to be duly 的方式發出，即須當作妥為發出，而任何會議如以
held when the notice is given and the meeting held in 本條例或章程細則所訂定的方式舉行，即須當作妥為舉行。
manner provided by this Ordinance or the articles.
4 When several liquidators are appointed, any power given 如有數名清盤人獲委任，本條例所給予的任何權力，可由他們當中一人或
by this Ordinance may be exercised by such one or 多於一人行使，按他們被委任時所決定者而定，或如無上述決定，則可
more of them as may be determined at the time of their 由不少於2的任何數目的清盤人行使。
appointment, or, in default of such determination, by any
number not less than 2.
5 In computing any majority under this section when a poll 如有要求以投票方式表決，則在根據本條計算過半數成員人數時，須顧及
is demanded regard shall be had to the number of votes 每名成員按照公司的規例有權投下的票數。
to which each member is entitled according to the
regulations of the company.
 Translation of conditional clauses 91

Table 4.15 Summary of different translations of ‘in the case’ in the

Companies Ordinance

Translations Frequency
如/如屬 (rú/rú shǔ) 42
不譯 (no translation) 8
在 …… 情況下/在 …… 中 (zài …… qíng kuàng xià/zài 3
…… zhōng)
就 …… 而言 (jiù …… ér yán) 1

expression based on the context, the omission of these words does not affect the
function of the translation.

(II) ‘In the case’ translated as 在 …… 情況下/在 …… 中 (zài …… qíng kuàng

xià/zài …… zhōng)

There are three sentences adopting this translation, which maintains the original mean-
ing of ‘in the case,’ thus keeping the same function as the original text. For example,

The court may, with a view to bringing to an end the matters complained of,
make such other order as it thinks fit, whether for regulating the conduct of
the specified corporation’s affairs in future, or for the purchase of the shares
of any members of the specified corporation by other members of the speci-
fied corporation or by the specified corporation and, in the case of a purchase
by the specified corporation, for the reduction accordingly of the specified
corporation’s capital, or otherwise.

The Chinese translation is:

為了結遭投訴的事項，可作出它認為合適的其他命令，不論是為以下
事項或其他事項作出命令：規管日後該指明法團事務的處理方式，或
規定該指明法團的其他成員購買該指明法團的任何成員的股份或該指
明法團本身購買該指明法團的任何成員的股份以及(在由該指明法團本
身購買該等股份的情況下)該指明法團相應地減少其資本。

‘In the case of a purchase by the specified corporation’ is translated as

‘在由該指明法團本身購買該等股份的情況下,’ which completely reflects the
original meaning of the term and achieves the same function as the original text.

(III) ‘In the case’ translated as ‘就 …… 而言’ (jiù …… ér yán)

There is only one sentence adopting this translation: ‘He shall, in the case of the
offence mentioned in paragraph (o), be liable to imprisonment, and in the case of
any other offence shall be liable to imprisonment and a fine.’ The Chinese translation
is ‘就(o)段所述的罪行而言，該人可處以監禁，而就任何其他罪行而言，
則可被處監禁及罰款。’ ‘In the case’ in this sentence is translated as ‘就 ……
92 Translation of conditional clauses

而言’ (jiù …… ér yán), which is also the original meaning of the term, thus achiev-
ing the same function as the original text.

(IV) ‘In the case’ with no translation

There are eight sentences with ‘in the case’ left untranslated. For example,

The references in subsection (3)(b)(i) to the copy of a contract required

thereby to be endorsed on or attached to a copy of the prospectus shall, in
the case of a contract wholly or partly in a language other than English or
Chinese, be taken as references to a copy of a translation of the contract in
either language or a copy embodying a translation in English or Chinese of
the parts not in either language, as the case may be, being a translation certi-
fied in the prescribed manner under subsection (10) to be a correct translation.

The Chinese translation is ‘凡第(3)(b)(i)款提述招股章程內規定須註明或隨附合

約文本之處，而該合約完全或部分既非以中文亦非以英文撰寫，則須視作為
提述合約的中文或英文譯本，或提述其內已收錄合約中既非以中文亦非以英
文撰寫的部分的中文或英文譯本的合約文本(視屬何情況而定)；而該等譯本
均按第(10)款所指的訂明方式核證為正確譯本。’ Out of the need for coherence
and cohesion in the Chinese language, ‘in the case’ is left untranslated, but since
such connecting terms as ‘在…… 情況下’ (zài …… qíng kuàng xià), ‘至於’ (zhì
yú), or ‘就 …… 而言’ (jiù …… ér yán) can be omitted in the Chinese language, the
omission of ‘in the case’ in the Chinese translation here does not affect the function
of the translation.
According to The English-Chinese Word-Ocean Dictionary (1990: 781), ‘in
case’ and its variants ‘in case of’ and ‘in case that’ are the actual introducing words
for conditional clauses that express hypothetical relationships, which can generally
be translated as ‘假若’ (jiǎ ruò), ‘如果’ (rú guǒ), ‘假使’ (jiǎ shǐ), or ‘萬一’ (wàn
yī). However, in the Companies Ordinance, ‘in case of’ appears only 16 times, of
which it is only used in sentences 4 times, as shown in Table 4.16​.
‘In case of’ is translated as ‘如’ (rú) for all four sentences, in which ‘default,’ ‘con-
flict,’ ‘difference,’ and ‘winding up’ are the situations introduced respectively. These
situations or conditions are all unfavourable or bad conditions of low frequency.
Although ‘如’ (rú) encompasses various situations and conditions, ‘萬一’ (wàn yī) or
‘一旦’ (yī dàn) more accurately reflects the meaning of the original text.
It is worth noting that in ordinary English, there is a significant difference
between ‘in case (of/that)’ and ‘in the case (of/that),’ but in the Companies
Ordinance, both in English writing and Chinese translation, the two are not strictly
distinguished. The former expresses the meaning of a situation or condition that
rarely occurs, while the latter is a general connective phrase that expresses ‘在 …
情況下’ (zài …… qíng kuàng xià), ‘至於’ (zhì yú), or ‘就 …… 而言’ (jiù ……
ér yán), which should be differentiated in writing or translation. For example, ‘In
case the house burns down, we will get the insurance money.’ The Chinese trans-
lation is: ‘萬一房子燒掉，我們會得到保險公司的賠償。’ The situation of the
Table 4.16 ‘In case of’ translated as ‘如’ (rú)

No. English original Chinese translation

1 Provided that, in case of default in delivering to the Registrar any 但如因本條規定須交付的任何文件於作出分配後1個月
document within 1 month after the allotment any document 內仍未交付處長而構成失責，則該公司或任何須對失
required to be delivered by this section, the company, or any 責負法律責任的人，均可向法院申請寬免。
person liable for the default, may apply to the court for relief.
2 Subject to the provisions of this Ordinance, the liquidator of a 在符合本條例條文的規定下，正在由法院清盤的公司，其清盤
company which is being wound up by the court shall, in the 人在管理公司資產及將該等資產派發予公司的債權人時，
administration of the assets of the company and in the distribution 須顧及債權人或分擔人在任何大會上藉決議所給予的任何
thereof among its creditors, have regard to any directions that 指示，或審查委員會所給予的任何指示；兩者如有衝突，
may be given by resolution of the creditors or contributories at 則債權人或分擔人在任何大會上所給予的任何指示，須當
any general meeting, or by the committee of inspection, and any 作凌駕審查委員會所給予的任何指示。
directions given by the creditors or contributories at any general
meeting shall in case of conflict be deemed to override any
directions given by the committee of inspection.
3 A committee of inspection appointed in pursuance of this Ordinance 依據本條例委出的審查委員會，須由公司的債權人及分擔人或
shall consist of creditors and contributories of the company 持有債權人或分擔人所授予的一般授權書的人，按債權人
or persons holding general powers of attorney from creditors 會議及分擔人會議所協議的比例組成，如債權人會議及分
or contributories in such proportions as may be agreed on by 擔人會議意見分歧，則按法院裁定的比例組成。
the meetings of creditors and contributories, or as, in case of
difference, may be determined by the court.
4 In case of a voluntary winding up, the company shall, from the 如屬自動清盤的情況，公司須自清盤開始之時停止營業，但為
commencement of the winding up, cease to carry on its business, 使公司業務在有利情況下結束而需要繼續營業者除外。
except so far as may be required for the beneficial winding up
thereof.
Translation of conditional clauses 93
94 Translation of conditional clauses

house getting burnt down does not happen frequently, so it is more appropriate to
translate ‘in case’ as ‘萬一’ (wàn yī) or ‘一旦’ (yī dàn). Therefore, legal drafters
or translators need to pay attention to the meaning of this phrase, which includes
infrequent conditions and cannot simply be regarded as a synonym of ‘if.’

4.2.5 C
 onditional clauses introduced by ‘in the event’ and different translations
of ‘in the event’

‘In the event’ appears 37 times in the Companies Ordinance, with the following
several translations, as shown in Table 4.17.

Table 4.17 Summary of different translations of ‘in the event’ in the

Companies Ordinance

Translations Frequency
如 (rú) 20
一旦 (yī dàn) 8
凡 (fán) 1
在 …… 時 (zài …… shí) 7
在 …… 情況下 (zài …… qíngkuàng xià) 1

(I) ‘In the event’ translated as ‘如’ (rú)

There are 20 sentences in which ‘in the event’ is translated as ‘如’ (rú), as shown
in Table 4.18.
It is believed that ‘in the event’ is synonymous with ‘if,’ ‘when,’ and ‘in case,’
but if we carefully observe the conditional sentences introduced by ‘in the event,’
we find that other introductory words introduce relatively neutral situations, while
almost all situations introduced by ‘in the event’ are negative events that occur
infrequently with negative consequences. For instance, situations introduced by
sentences No. 1, 6, 7, 9, 10, 11, 13, and 15 are related to the winding up of a
company or related fees that need to be paid, etc. Situations introduced by sen-
tences No. 2, 4, 5, 12, and 17 are related to the breach of or non-compliance with
regulations or failure to enforce judgements, and so on. Situations introduced by
sentences No. 14 and 16 are related to the death or bankruptcy of contributories.
Comparatively, situations introduced by sentences No. 3, 8, 18, 19, and 20 are
neutral.
Therefore, when translating ‘in the event,’ although most of the original trans-
lations still translate it as ‘如’ (rú), ‘一旦’ (yī dàn) is a better alternative transla-
tion that more accurately describes unexpected events that are unlikely to occur or
events with negative consequences. Therefore, compared with ‘如’ (rú), ‘一旦’ (yī
dàn) is closer to the original meaning of ‘in the event.’
Table 4.18 ‘In the event’ translated as ‘如’ (rú)

No. English original Chinese translation

1 In the event of the winding up of a company re-registered in 如依據本條重新註冊的公司清盤，以下條文即具效力─
pursuance of this section, the following provisions shall have (a) ……
effect- (b) ……
(a) … (c) ……
(b) …
(c) …
2 In the event of non-compliance with or contravention of any 如本條任何規定不獲遵從或被違反，董事或其他對招股
of the requirements of this section, a director or other person 章程負責的人在下列情況下，不會因有關規定不獲
responsible for the prospectus shall not incur any liability by 遵從或被違反而招致任何法律責任─
reason of the non-compliance or contravention, if - (a) ……
(a) … (b) ……
(b) … (c) ……
(c) …
3 Provided that, in the event of failure to include in a prospectus a 但如招股章程內未載有關於附表3第I部第19段指明事項的陳述，
statement with respect to the matters specified in paragraph 19 of 則除非能證明有關董事或其他人對未披露的事項知情，否則該
Part I of the Third Schedule, no director or other person shall 人不會因為招股章程內未載有該項陳述而招致任何法律責任。
incur any liability in respect of the failure unless it be proved that
he had knowledge of the matters not disclosed.
4 The validity of an allotment shall not be affected by any 某項分配的有效性，並不因本條中前述的任何條文被違
contravention of the foregoing provisions of this section but, in 反而受影響；但如有任何此等違反條文事，則有關
the event of any such contravention, the company and every 公司及其每名失責高級人員均可處罰款。
officer of the company who is in default shall be liable to a fine.
5 In the event of any default in complying with the provisions of this 如因沒有遵從本條條文而構成失責，公司每名失責高級人員均可
section, every officer of the company who is in default shall be 處罰款。
liable to a fine.
(Continued )
Translation of conditional clauses 95
Table 4.18 (Continued)

No. English original Chinese translation

6 In the event of a company being wound up, every present and past 如公司清盤，每名現在及過去成員均有法律責任分擔提供公司的
member shall be liable to contribute to the assets of the company 資產，分擔款額須足夠償付公司的債項及債務，支付清盤的
to an amount sufficient for payment of its debts and liabilities, 費用、收費及開支，並須足夠作調整分擔人彼此之間的權利
and the costs, charges, and expenses of the winding up, and 之用。
for the adjustment of the rights of the contributories among
themselves.
7 The court may, in the event of the assets being insufficient to meet 如資產不足夠支付清盤所招致的費用、收費及開支，法
the costs, charges and expenses incurred in the winding up, make 院可作出命令，規定該等費用須按法院認為公正的
an order as to the payment thereof out of the assets in such order 優先次序從資產中撥付。
of priority as the court thinks just.
8 In the event of the court ordering the holding of any meetings it 法法如下令舉行任何會議，可下令為舉行該等會議，本條例關於
may order that the provisions of this Ordinance relating to the 舉行會議的條文，可予更改、撤銷或增補。
96 Translation of conditional clauses

holding of meetings be varied, abrogated or added to for the

purpose of such meetings.
9 Subject to section 239A, in the event of the winding up continuing 除第239A條另有規定外，如清盤持續進行超過1年，清盤人須在清
for more than 1 year, the liquidator shall summon a general 盤開始之時起計第一年終結時，以及在繼後的每一年終結時，
meeting of the company at the end of the first year from the 或在有關年度終結之時起計3個月內或破產管理署署長所容許的
commencement of the winding up, and of each succeeding year, 更長時間內的第一個方便日期，召集公司大會，並須將一份關
or at the first convenient date within 3 months from the end 於上一年度其本人的作為及交易以及清盤的進行的報告，在該
of the year or such longer period as the Official Receiver may 會議席上提交。
allow, and shall lay before the meeting an account of his acts
and dealings and of the conduct of the winding up during the
preceding year.
10 In the event of the winding up continuing for more than 1 year, 如清盤持續進行超過1年，清盤人須在清盤開始之時起計第一年終
the liquidator shall summon a general meeting of the company 結時，以及在繼後的每一年終結時，或在有關年度終結之時起
and a meeting of creditors at the end of the first year from the 計3個月內或破產管理署署長所容許的更長時間內的第一個方
commencement of the winding up, and of each succeeding year, 便日期，召集公司大會及債權人會議，並須將一份關於上一年
or at the first convenient date within 3 months from the end 度其本人的作為及交易以及清盤的進行的報告，在該等會議席
of the year or such longer period as the Official Receiver may 上提交。
allow, and shall lay before the meetings an account of his acts
and dealings and of the conduct of the winding up during the
preceding year.
11 In the event of a landlord or other person distraining or having 如業主或其他人在緊接清盤令日期前3個月內扣押或曾扣押公司
distrained on any goods or effects of the company within 的任何貨品或物品，則獲本條給予優先權的各債項，即為被如
3 months next before the date of a winding-up order, the debts to 此扣押的貨品或物品或出售該等貨品或物品所得收益的第一
which priority is given by this section shall be a first charge on 押記。
the goods or effects so distrained on, or the proceeds of the sale
thereof.
12 Provided that execution shall not issue against the effects of any 但不得針對該公司的任何個別成員的財物而提起法律程序，以執
individual member of the company on any judgment, decree, or 行於任何上述訴訟或法律程序中獲得的任何判決、判令或命
order obtained in any such action or proceeding, but, in the event 令，但如該公司的財產及財物不足以履行該項判決、判令或命
of the property and effects of the company being insufficient to 令，則可取得一項將該公司清盤的命令。
satisfy the judgment, decree, or order, an order may be obtained
for winding up the company.
13 In the event of the company being wound up, every person shall 如該公司清盤，就該公司註冊前所訂約承擔的債項及債務而言，
be a contributory, in respect of the debts and liabilities of the 每一人均為分擔人。
company contracted before registration.
14 In the event of the company being wound up, every contributory 如該公司清盤，在清盤過程中，每名分擔人均負有法律責任向該
shall be liable to contribute to the assets of the company, in the 公司的資產分擔其就前述債務所應付的一切款項；如任何分擔
course of the winding up, all sums due from him in respect of 人去世、破產或無力償債，則本條例中有關遺產代理人以及破
any such liability as aforesaid, and, in the event of the death, 產人的受託人或無力償債分擔人的受託人的條文，即告適用。
bankruptcy, or insolvency, of any contributory, the provisions of
this Ordinance with respect to the personal representatives and to
the trustees of bankrupt or insolvent contributories shall apply.
15 In the event of an unregistered company being wound up, every 如任何非註冊公司清盤，每一人均須當作是分擔人，負有法律責
person shall be deemed to be a contributory who is liable to 任償付或分擔償付該公司的任何債項或債務，或負有法律責任
pay or contribute to the payment of any debt or liability of the 支付或分擔支付任何款項以調整成員彼此之間的權利，或負有
company, or to pay or contribute to the payment of any sum for 法律責任支付或分擔支付該公司的清盤費用。
the adjustment of the rights of the members among themselves,
or to pay or contribute to the payment of the costs and expenses
of winding up the company.
(Continued )
Translation of conditional clauses 97
Table 4.18 (Continued)

No. English original Chinese translation

16 In the event of the death, bankruptcy, or insolvency, of any 如任何分擔人去世、破產或無力償債，則本條例中有關
contributory, the provisions of this Ordinance with respect to the 已故分擔人的遺產代理人以及破產人的受託人或無
personal representatives of deceased contributories and to the 力償債分擔人的受託人的條文，即告適用。
trustees of bankrupt or insolvent contributories shall apply.
17 In the event of non-compliance with or contravention of any of the 如第(1)(a)及(b)款所訂的任何規定不獲遵從或被違反，董事
requirements imposed by subsection (1)(a) and (b), a director or 或其他對招股章程負責的人在下列情況下，不會因有關
other person responsible for the prospectus shall not incur any 規定不獲遵從或被違反而招致任何法律責任─
liability by reason of the non-compliance or contravention, if (a) ……
(a) … (b) ……
(b) … (c) ……
98 Translation of conditional clauses

(c) …
18 Provided that, in the event of failure to include in a prospectus a 但如招股章程內未載有關於附表3第19段所載事項的陳述，
statement with respect to the matters contained in paragraph 則除非能證明有關董事或其他人對未披露的事項知情，
19 of the Third Schedule, no director or other person shall incur 否則該人不會因為招股章程內未載有該項陳述而招致
any liability in respect of the failure unless it be proved that he 任何法律責任。
had knowledge of the matters not disclosed.
19 In the event of the Chief Executive in Council being satisfied that 行政長官會同行政會議如信納該公司乃為任何上述目的而組成，
the company is being formed with any such object or for any 可命令處長拒絕將該公司的章程大綱及章程細則註冊，而處長
such purpose, he may order the Registrar to refuse registration 在接獲該命令後，須拒絕將該公司的章程大綱及章程細則註
of the memorandum and articles, and upon receipt of such order, 冊，儘管有第15條的規定。
the Registrar shall, notwithstanding the provisions of section 15,
refuse registration of the memorandum and articles.
20 In the event of the accounts being audited by a public servant there 如帳目由一名公務員審計，則須就上述審計向政府支付
shall be paid to the Government in respect of such audit a sum 一筆款項，數額等於清盤假若是一宗由法院作出的
equal to the fee which would have been chargeable on the audit 清盤本會就審計破產管理署署長的帳目所徵收的費用。
of the Official Receiver’s accounts if the winding up had been a
winding up by the court.
 Translation of conditional clauses 99

(II) ‘In the event’ translated as ‘一旦’ (yī dàn)

There are eight sentences in which ‘in the event’ is translated as ‘一旦’ (yī dàn), as
shown in Table 4.19.
Translating ‘in the event’ as ‘一旦’ (yī dàn) in these sentences is appropriate and
consistent with the context, either expressing the winding up of a company in sen-
tences No. 1, 2, 3, 4, 7, and 8 or expressing the death of a director in sentences No. 5
and 6. Those situations are all infrequent occurrences with a relatively small prob-
ability. Therefore, ‘一旦’ (yī dàn) is the most suitable translation, which can accu-
rately convey the same function as the original text. For example, in sentence No.
6, ‘in the event of the death of the director in respect of whom the reserve director
is nominated,’ the death of a director is an infrequent occurrence. Therefore, trans-
lating it as ‘一旦’ (yī dàn) can reflect the low probability of this event happening,
and the translation is ‘某備任董事的提名所關乎的董事一旦去世.’ However,
there are similarities between method (I), which translates ‘in the event’ as ‘如’
(rú), and method (II), which translates it as ‘一旦’ (yī dàn). ‘In the event’ in the
original English text indicates extremely negative or infrequent situations, which is
not differentiated in the Chinese translations of ‘如’ (rú) and ‘一旦’ (yī dàn).

(III) ‘In the event’ translated as ‘在 …… 時’ (zài …… shí)

There are seven sentences in which ‘in the event’ is translated as ‘在 …… 時’ (zài
…… shí), as shown in Table 4.20.
In these seven sentences, ‘in the event’ is translated as ‘在 …… 時’ (zài
…… shí), but this term does not have the meaning of time but rather indicates
a conditional clause that introduces an ‘if’ condition. Therefore, although the
translated meaning is not consistent with the original meaning, the function of
the translation is still basically consistent with that of the original text. In addi-
tion, these sentences can also be translated as ‘一旦’ (yī dàn) or ‘萬一’ (wàn
yī). For example, sentence No. 5 can be translated as ‘“分擔人” (contributory)
一詞指一旦公司清盤，每名有法律責任分擔提供公司資產的人.’ Because
winding up a company is an unusual event and a critical event for the company
itself, the concept of time is relatively unimportant.

(IV) ‘In the event’ translated as ‘凡’ (fán)

There is only one sentence with ‘in the event of’ translated as ‘凡’ (fán): ‘All mon-
eys and securities paid or delivered into any bank pursuant to this Part in the event
of a winding up by the court shall be subject in all respects to the orders of the
court.’ The Chinese translation is ‘凡屬由法院作出的清盤，所有依據本部存入
或交付任何銀行的款項及保證物，在各方面均須受法院所作命令的規限。’
Considering the subject ‘all moneys and securities,’ the translation uses ‘凡’ (fán)
to be more inclusive, corresponding to ‘all’ in the original text. The translation of
‘in the event’ as ‘凡’ (fán) is similar to the original text in terms of function, but
it is not a rigorous translation. Using the same phrasal structure (‘in the event of a
winding up’) for the same winding-up case (similar to the previously mentioned
Table 4.19 ‘In the event’ translated as ‘一旦’ (yī dàn)

No. English original Chinese translation

1 A company having the liability of its members limited by the 公司成員的法律責任，根據章程大綱，限於各成員藉章
memorandum to such amount as the members may respectively 程大綱承諾在公司一旦清盤時所分別分擔提供的公
thereby undertake to contribute to the assets of the company in the 司資產的款額，此等公司在本條例中稱為擔保有限公司。
event of its being wound up.
2 The memorandum of a company limited by guarantee must also state 擔保有限公司的章程大綱，亦須述明每名成員承諾於公司在其
that each member undertakes to contribute to the assets of the 為成員期間或不再是成員之後一年內一旦清盤時，分擔提供
company in the event of its being wound up while he is a member, 不超過指明款額的所需款額予公司的資產，以用於償付公司
or within one year after he ceases to be a member, for payment of the 在其仍為成員期間所訂約承擔的債項或債務，支付清盤的費
debts and liabilities of the company contracted before he ceases to be 用、收費和開支，以及用於調整分擔人彼此之間的權利。
a member, and of the costs, charges, and expenses of winding up, and
for adjustment of the rights of the contributories among themselves,
100 Translation of conditional clauses

such amount as may be required, not exceeding a specified amount.

3 If the company is to be a company limited by guarantee, the amount that (如公司將會屬擔保有限公司)每名將會成為成員的人將會承諾
each person who is to be a member is to undertake to contribute to 在公司一旦清盤時，所分擔提供予公司的資產的款額……
the assets of the company in the event of its being wound up…
4 From the date of incorporation mentioned in the certificate of 自公司註冊證書所述的成立日期起，創辦成員連同不
incorporation, the founder members, together with such other persons 時成為公司成員的其他人，即為一個以章程大綱所
as may from time to time become members of the company, shall be 載名稱為名的法人團體，有能力立即行使一間具法
a body corporate by the name contained in the memorandum, capable 團地位的公司的各項職能，並具有永久延續性及法
forthwith of exercising all the functions of an incorporated company, 團印章，而成員的法律責任則一如本條例所述，在
and having perpetual succession and a common seal, but with such 公司一旦清盤時，需分擔提供公司的資產。
liability on the part of the members to contribute to the assets of the
company in the event of its being wound up as is mentioned in this
Ordinance.
5 Where a private company has only one member and that member is the 凡某私人公司只有一名成員而該成員是該公司的唯一董事，則
sole director of the company, the company may in general meeting, 不論該公司的章程細則載有任何條文，該公司可在大會
notwithstanding anything in its articles, nominate a person (other 上提名一名年滿18歲的人(須不屬法人團體)為該公司的備
than a body corporate) who has attained the age of 18 years as a 任董事，一旦唯一董事去世，即代替他行事。
reserve director of the company to act in the place of the sole director
in the event of his death.
6 Subject to compliance with the conditions set out in subsection (9), in 在符合第(9)款列明的條件的情況下，某備任董事的提名
the event of the death of the director in respect of whom the reserve 所關乎的董事一旦去世，該備任董事須就所有目的
director is nominated, the reserve director shall be deemed to be a 而言當作為該公司的董事。
director of the company for all purposes.
7 where a company is about to register as a company limited by guarantee, 如公司即將註冊為擔保有限公司，成員對公司如此註冊所表示
the assent to its being so registered shall be accompanied by a 的同意，須附上一項決議，聲明每名成員承諾於公司在其為
resolution declaring that each member undertakes to contribute to 成員期間或不再是成員之後一年內一旦清盤時，分擔提供不
the assets of the company, in the event of its being wound up while 超過指明款額的所需款額予公司的資產，以用於償付公司在
he is a member, or within 1 year after he ceases to be a member, 其仍為成員期間所訂約承擔的債項或債務，支付清盤的費用
for payment of the debts and liabilities of the company contracted 和開支以及用於調整分擔人彼此之間的權利。
before he ceased to be a member, and of the costs and expenses of
winding up, and for the adjustment of the rights of the contributories
among themselves, such amount as may be required, not exceeding a
specified amount.
8 The powers of an unlimited company on registration as a limited 無限公司註冊為有限公司後，在增加其股本的面額以及在訂定
company to increase the nominal amount of its share capital and to 其部分股本不能催繳(除於公司一旦清盤外)方面的權力。
provide that a portion of its share capital shall not be capable of being
called up except in the event of winding up.
Translation of conditional clauses 101
Table 4.20 ‘In the event’ translated as ‘在 … 時’ (zài … shí)

No. English original Chinese translation

1 A limited company may by special resolution determine that any 有限公司可藉特別決議決定其股本中任何尚未催繳的部分均不能
portion of its share capital which has not been already called up 催繳，但公司正在清盤或為了配合公司清盤的目的，則屬例
shall not be capable of being called up, except in the event and 外；因此公司該部分的股本，除有前述的情況及為了配合前述
for the purposes of the company being wound up, and thereupon 的目的外，否則不能催繳。
that portion of its share capital shall not be capable of being
called up except in the event and for the purposes aforesaid.
2 An unlimited company having a share capital may, by its resolution 任何有股本的無限公司，可藉公司根據第19條重新註冊為有限公
for re-registration as a limited company under section 19, do 司的有關決議，作出下述兩項或其中一項事情─
either or both of the following things, namely- (a) 增加每股股份的面額，從而增加其股本的面額，但
(a) increase the nominal amount of its share capital by increasing 須符合以下條件︰除公司正在清盤及為了配合公司清
the nominal amount of each of its shares, but subject to the 盤的目的外，否則所增加的資本完全不能催繳；
102 Translation of conditional clauses

condition that no part of the increased capital shall be capable of (b) 訂定公司未催繳股本的其中指明部分，除公司正在清盤及為了
being called up except in the event and for the purposes of the 配合公司清盤的目的外，否則不能催繳。
company being wound up;
(b) provide that a specified portion of its uncalled share capital shall
not be capable of being called up except in the event and for the
purposes of the company being wound up.
3 In the case of a company limited by guarantee, no contribution 如屬擔保有限公司，在不抵觸第(3)款的條文下，成員
shall, subject to the provisions of subsection (3), be required 無須作出超過其承諾在公司清盤時會分擔提供作為
from any member exceeding the amount undertaken to be 公司資產的款額的分擔。
contributed by him to the assets of the company in the event of
its being wound up.
4 In the winding up of a company limited by guarantee which has a 在有股本的擔保有限公司清盤時，公司的每名成員除有法律責任
share capital, every member of the company shall be liable, in 分擔提供其所承諾在公司清盤時會分擔提供作為公司資產的款
addition to the amount undertaken to be contributed by him to 額外，尚有法律責任就其所持有的任何股份的任何未繳款額作
the assets of the company in the event of its being wound up, to 出分擔。
contribute to the extent of any sums unpaid on any shares held
by him.
5 The term ‘contributory’ (分担人) means every person liable ‘分擔人’(contributory) 一詞指每名在公司清盤時有法律責任分擔
to contribute to the assets of a company in the event of its 提供公司資產的人，而就所有為裁定何人須當作為分擔人而
being wound up, and for the purposes of all proceedings for 進行的法律程序，及所有在最終裁定前進行的法律程序而言，
determining, and all proceedings prior to the final determination 亦包括任何被指稱為分擔人的人。
of, the persons who are to be deemed contributories, includes
any person alleged to be a contributory.
6 Such sum is, under the contract or in the ordinary course of 根據該份合約或在通常業務運作中，該筆款項須在公司
business, payable in a place outside Hong Kong where assets 保有其資產的香港以外地方支付，而根據該地方的
of the company are maintained and under the law of that place 法律，在清盤之時，就該等資產而言，導致該筆款項須
the claim in respect of which the sum is payable is, in the event 予支付的申索，相對於根據該份合約或在通常業務運作中
of a winding up, accorded priority with respect to those assets 須在任何其他地方支付的申索，是具有優先權的……
over claims which under the contract or in the ordinary course of
business are payable at any other place…
7 Provided that an unregistered company shall not, except in the 但非註冊公司除於清盤時，不得當作為本條例所訂的公司，而當
event of its being wound up, be deemed to be a company under 作為本條例所訂的公司時，亦只限於本部所訂定的範圍。
this Ordinance, and then only to the extent provided by this Part.
Translation of conditional clauses 103
104 Translation of conditional clauses

translations), ‘一旦’ (yī dàn) or ‘萬一’ (wàn yī) would be more appropriate,
because a winding-up order issued by the court is case-specific and a critical con-
tingency for the company itself, rather than a typical and frequent event. Therefore,
translating ‘in the event of’ as ‘一旦’ (yī dàn) is a more appropriate translation that
accurately conveys the original meaning and achieves the same function as the
original text.

(V) ‘In the event’ translated as ‘在 …… 情況下’ (zài …… qíng kuàng xià)

There is only one sentence with ‘in the event’ translated as ‘在 …… 情況下’ (zài
…… qíngkuàng xià):

Any conveyance, mortgage, delivery of goods, payment, execution or other act

relating to property made or done by or against a company within 6 months
before the commencement of its winding up which, had it been made or done by
or against an individual within 6 months before the presentation of a bankruptcy
petition on which he is adjudged bankrupt, would be deemed in his bankruptcy
a fraudulent preference, shall in the event of the company being wound up be
deemed a fraudulent preference of its creditors and be invalid accordingly.

The Chinese translation is:

在公司清盤開始前6個月內，由公司作出或針對公司作出的任何轉
易、按揭、貨品交付、付款、簽立或其他與財產有關的作為，假若是
在某個別人士被判定破產的破產呈請提出前6個月內，由該名人士作
出或針對該名人士作出，本會在其破產案中被當作為一項欺詐優惠
者，則在公司清盤的情況下，須當作為一項給予公司債權人的欺詐優
惠，並須據此而無效。
‘In the event’ as the introductory word for conditional clauses is not translated,
which can be translated as ‘則一旦公司清盤,’ as a company being wound up is not
a frequent occurrence. The translation of ‘在 …… 情況下’ (zài …… qíngkuàng
xià) merely basically reflects the original meaning and achieves the same function
as the original text.
To sum up, ‘in the event’ is translated in five ways, among which method (IV),
the translation of ‘凡’ (fán), and method (V), the translation of ‘在 …… 情況下’
(zài … qíng kuàng xià), have a low proportion and can be considered exceptional
cases. Method (III), the translation of ‘在 …… 時’ (zài …… shí), can be regarded
as expressing a condition that is currently happening and can achieve the same
function as the original text. Therefore, it can be accepted as a reasonable transla-
tion. In spite of a higher proportion of the translation ‘如’ (rú) in method (I), ‘一旦’
(yī dàn) is the most appropriate translation on the basis of examining the conditions
introduced by ‘in the event’ in the original text. Although the translation ‘如’ (rú)
does not affect the function of the translation, ‘一旦’ (yī dàn) is the most suitable
and recommended translation for ‘in the event’ in the Companies Ordinance, con-
sidering the original meaning and the context in which it is usually used.
 Translation of conditional clauses 105

4.2.6 C
 onditional clauses introduced by ‘providing/provided’ and different
translations of ‘providing/provided’

There are three meanings of ‘provided’ in the Companies Ordinance:

(I) ‘Provided’, the passive voice of the verb ‘provide,’ means ‘regulating.’ For
example,
For the purposes of this section, notice of a meeting shall be deemed to be
duly given and the meeting to be duly held when the notice is given and the
meeting held in manner provided by this Ordinance or the articles.
The Chinese translation is:
就本條而言，會議通知書如以本條例或章程細則所訂定
的方式發出，即須當作妥為發出，而任何會議如以本
條例或章程細則所訂定的方式舉行，即須當作妥為舉行。
(II) ‘Provided’ as the passive voice of the verb ‘provide’ means ‘offering or giv-
ing.’ For example,
In the case of a listed company, section 47C(4) authorizes the giving
of financial assistance only if the company has net assets which are not
thereby reduced or, to the extent that those assets are thereby reduced, if
the assistance is provided out of distributable profits.
The Chinese translation is:
就上市公司而言，只有在淨資產不會因給予資助而減少的情況
下，或如淨資產會因此而減少，亦只有在引致資產減少
的 資 助 是 從 可 分 發 利 潤 中 獲 得 提 供 的 情 況 下 ， 第 47C(4)條
始許可給予資助。
‘The assistance is provided’ means ‘the assistance is offered or given.’
(III) ‘Provided’ means a ‘proviso.’ For example, ‘Provided that before a licence
is so revoked, the Registrar shall give to the body notice in writing of his
intention, and shall afford it an opportunity of being heard in opposition to the
revocation.’ Its Chinese translation is ‘但處長在如此撤銷特許證前，須向
該團體發出書面通知，說明其意圖，並須給予該團體就反對該項撤銷而
陳詞的機會。’ ‘Provided that’ is translated as ‘但’ (dàn), a proviso express-
ing concession. It is a relatively fixed expression in legal English. This usage
is common in the Companies Ordinance.

Surprisingly, the term ‘provided that’ is not used in the whole Companies Ordinance
as a condition. Moreover, a similar term, ‘providing that,’ is also absent from the
Ordinance. Another similar term ‘provide for’ means ‘to establish provisions for’
or ‘to make provisions for,’ which however does not convey the meaning of a con-
dition. This finding contradicts the common view that ‘provided/providing that’ is
used to express a condition. This at least indicates that ‘provided/providing that’ is
not a commonly used conditional phrase in the Companies Ordinance.
106 Translation of conditional clauses

4.2.7 Conditional clauses introduced by ‘should’ and different translations of ‘should’

‘Should’ appears 39 times in the Companies Ordinance, and is translated as ‘應’

(yīng), ‘應該’ (yīng gāi), ‘應當’ (yīng dāng), or ‘将’ (jiāng; will). For example,
If the Official Receiver is of the opinion that the remuneration of a liquida-
tor as determined under subsection (2)(a) should be reviewed the Official
Receiver may apply to the court, and the court may make an order confirm-
ing, increasing or reducing the remuneration of the liquidator.
The Chinese translation is:
如破產管理署署長認為根據第(2)(a)款釐定的清盤人酬金應予檢討，
破產管理署署長可向法院申請，而法院可作出命令，以確認、增加或
削減清盤人的酬金。
‘Should’ is translated as ‘應’ (yīng). Another similar example:
Where the petition is presented by members of the company as contributories
on the ground that it is just and equitable that the company should be wound
up, the court shall not refuse to make a winding-up order on the ground only
that some other remedy is available to the petitioners unless it is also of opin-
ion that they are acting unreasonably in seeking to have the company wound
up instead of pursuing that other remedy.
The Chinese translation is:
呈請是由公司成員以分擔人身分提出，其理由是將公司清盤是公正公
平的，法院不得僅以呈請人尚有其他補救方法而拒絕作出清盤令，但
如法院同時認為呈請人尋求將公司清盤而不採用該其他補救方法屬不
合理，則屬例外。
‘Should’ is translated as ‘将’ (jiāng), which expresses the future tense.
Therefore, the term ‘should’ used in the whole Companies Ordinance does not
convey the meaning of a condition, indicating that ‘should’ is not a commonly
used conditional phrase in the Companies Ordinance without the meaning of ‘if.’
However, the use of ‘should’ as an introductory word for conditional clauses is more
common in business contracts, as it is often necessary to express hypothetical situ-
ations (such as force majeure) in contracts. By contrast, using ‘should’ to express
such unlikely hypothetical situations in laws and regulations is extremely rare.

4.3 Summary
In this chapter, several introductory words for conditional clauses, including ‘if,’
‘where,’ ‘when,’ ‘in the event,’ and ‘in (the) case,’ are firstly analysed in the
Companies Ordinance to examine their different translations and whether these
translations accurately and fully convey the original meaning and achieve the same
function as the original text. Although there are various translations for different
introductory words for conditional clauses, some common translations are easily
spotted, including ‘如’ (rú), ‘凡’ (fán), ‘在 …… 情況下’ (zài …… qíng kuàng
xià), ‘在 …… 時’ (zài …… shí), and omission. Although these translations may
 Translation of conditional clauses 107

not fully convey the meaning or significantly reduce the meaning as a condition,
they do not affect readers’ understanding of the text as a whole. Therefore, the
translation basically achieves the same function as the original text. Additionally,
‘倘’ (tǎng) and ‘若’ (ruò) are synonyms of ‘如’ (rú), so these translations also
achieve the same function as the original text. This shows that the Chinese transla-
tion of the Companies Ordinance does not strictly follow the consistency principle
of literal translation, with minor adjustments made in specific contexts.
The usage and translation of each of these introductory words for conditional
clauses are summarised below:

(1) ‘If’ is used to introduce three types of conditional clauses. The first type is introduc-
ing a factual conditional clause in the present tense or present perfect tense, 89%
of the instances of which are translated as ‘如’ (rú), and occasionally as ‘倘/倘若’
(tǎng/tǎng ruò), ‘在 …… 時’ (zài …… shí), or omitted. The second type is intro-
ducing a non-factual conditional clause, i.e., the subjunctive mood for express-
ing hypothetical situations or situations contrary to facts, which is translated as
‘假若/若/假使’ (jiǎ ruò/ruò/jiǎ shǐ). The third type is introducing multiple condi-
tional clauses, which is translated as ‘在 …… 情況下’ (zài …… qíngkuàng xià).
(2) Fifty per cent of the conditional clauses introduced by ‘where’ are translated as
‘凡’ (fán). There are differences between ‘if’ and ‘where’ in both writing and
translation. In writing, ‘if’ usually introduces a less important condition, while
‘where’ introduces a broader and more important case. In translation, ‘if’ is
translated as ‘如’ (rú) while ‘where’ is usually translated as ‘凡’ (fán).
(3) ‘When’ is used to introduce conditional clauses only five times in the
Companies Ordinance. The Chinese translation is ‘如’ (rú), which is consist-
ent with the commonly used translation of ‘if’—‘如’ (rú). This indicates that
there is not much difference between ‘when’ and ‘if’ when they are used to
introduce conditional clauses.
(4) ‘In case’ and ‘in the case’ are not differentiated in writing and translation in the
Companies Ordinance. The former is used to indicate an unlikely event or a
rare situation, while the latter is a general conjunction expressing the meaning
of ‘在 …… 情況下’ (zài …… qíng kuàng xià), ‘就 …… 而言’ (jiù …… ér
yán), or ‘至於’ (zhìyú). It is important to note the difference between the two
in legal writing and legal translation.
(5) ‘In the event’ is used to introduce events that are rare and often negative, such
as company liquidation, breach of provisions, death of directors, bankruptcy,
or insolvency. Although the majority of instances are translated as ‘如’ (rú),
‘一旦’ (yī dàn) and ‘萬一’ (wàn yī) are better alternatives to describe unex-
pected or disastrous events.
(6) ‘Providing/provided that’ and ‘should’ are not used as introductory words for
conditional clauses in the Companies Ordinance. ‘Providing/provided that’ is
only used in the form of proviso, while ‘should’ is only used in its common
English usage of ‘應’ (yīng; should) and ‘應該’ (yīng gāi; should).

Although efforts have been made to compare and differentiate the usage and trans-
lation of these introductory words for conditional clauses, it is found that English
108 Translation of conditional clauses

Table 4.21 Different translations for different introductory words for ‘company liquidation’
1 If the winding up had been a winding up by the court
假若是一宗由法院作出的清盤
2 In the case of a winding up 在該宗清盤中
3 General Power of Court in case of Winding Up by Court
在由法院作出清盤的情況下法院所具的一般權力
4 In the event of the winding up of a company re-registered in pursuance of this
section如依據本條重新註冊的公司清盤
5 In the event of winding up (公司)一旦清盤
6 In the event of a winding up 在清盤之時
7 In the event of a winding up by the court 凡屬由法院作出的清盤

writing and Chinese translation often use these introductory words interchange-
ably. For example, the original English text often uses different introductory words
to refer to the situation of ‘company liquidation,’ such as ‘in the event,’ ‘if,’ ‘in the
case,’ and ‘in case,’ and the Chinese translation does not seem to distinguish these
introductory words, as shown in Table 4.21.
Although legal writers do not strictly differentiate these introductory words for
conditional clauses and use them relatively freely in the drafting process, and trans-
lators do not necessarily distinguish among them, it is still possible to identify dom-
inant translations for these introductory words and spot differences among them.

References
Barber, C.L. Some measurable characteristics of modern scientific prose. In Contributions
to English Syntax and Phonology. Stockholm, 1962.
Bhatia, Vijay K. Analysing Genre—Language Use in Professional Settings. New York:
Longman Group Limited, 1993.
Coode, George. On Legislative Expression; or, The Language of the Written Law.
Introduction to a digest of the Poor Laws attached to the 1843 Report of the Poor Law
Commission. Repr. In Drieger, E.A. (1957), The Composition of Legislation, 1848.
Chao, Yuen Ren. A Grammar of Spoken Chinese. Berkeley; Los Angeles: University of
California Press, 1968.

Jiang, Yan [蔣嚴]. 漢語條件句的違實解釋 [On the counterfactual reading of Chinese

conditionals]. In 語法研究和探索 [Studies and Investigations on Chinese Grammar]
北京：商務印書館 [Beijing: The Commercial Press], 2000: 257–279.
Li, Kexing [李克興]. 法律英語條件句的寫作和翻譯 [Composing and translating
conditional clauses in legal texts]. 中國翻譯 [Chinese Translators Journal], 2008
(4)：71–77, 96.
Lu, Gusun [陸谷孫]. 英漢大詞典（第2版）[English-Chinese Dictionary (second edition)].
上海：上海譯文出版社 [Shanghai: Shanghai Translation Publishing House], 2007.
Wang, Tongyi (ed.) [王同億(主編譯)]. 英漢辭海 [The English-Chinese Word-ocean
Dictionary]. 北京：國防工業出版社 [Beijing: National Defense Industry Press], 1990.
Xu, Yangchun [徐陽春]. 現代漢語複句的各種類型 [A Study on Sentence Patterns of
Modern Chinese Complex Sentences]. 北京：中國社會科學出版社 [Beijing: China
Social Sciences Press], 2002.
現代漢語辭海 [Modern Chinese Word-Ocean Dictionary]. 新华出版社 [Xinhua Publishing
House], 2002.
Online Oxford English Dictionary: https://www​.oed​.com
5 Translation patterns and analytical
methods of conditional clauses

5.1 Translation patterns of conditional clauses introduced by ‘if’

This section, by analysing the examples extracted by the sampling method men-
tioned in Section 1.4.3, mainly explores the translation patterns of conditional
clauses introduced by ‘if.’

(I) ‘If’ is used before the main clause, and the Chinese translation is ‘如’ (rú), which
is also put before the main clause. It can be generalised as: ‘if’ conditional clause
+ main clause ➔ ‘如’ (rú) conditional clause + main clause. There are a total of
176 sentences extracted, of which 124 sentences are translated using the first trans-
lation pattern, accounting for 70% of the total. It can be seen that this translation
pattern is the most common one in the Companies Ordinance.
For example,

English original: If any prospectus is issued in contravention of this section

the company and every person who is knowingly a party to the issue thereof
shall be liable to a fine.
Chinese translation: 如招股章程違反本條而發出，則有關公司及每名明
知自己是發出招股章程其中一方的人，均可處罰款。

(II) ‘If’ is used after the main clause, and the Chinese translation is ‘如’ (rú),
which is put before the main clause. It can be generalised as: main clause +
‘if’ conditional clause ➔ ‘如’ (rú) conditional clause + main clause. There are
28 sentences using the second translation pattern, accounting for 16%.
For example,

English original: For the purposes of this subsection, a sum shall be deemed
to have been paid to and received by the company if a cheque for that sum
has been received in good faith by the company and the directors of the com-
pany have no reason for suspecting that the cheque will not be paid.
Chinese translation: 就本款而言，如該公司已真誠收到繳付該款項的支
票，而該公司的董事並無理由懷疑該支票會不獲兌現，則該筆款項須
當作已付予該公司及已由該公司收到。

DOI: 10.4324/9781003359180-5
110 Translation patterns and analytical methods

This is because there is no fixed requirement in English for the position of

conditional clauses, which can be placed in the middle, beginning, or end of
a sentence. However, in Chinese expressions, the conditional clause is gener-
ally stated before the main clause, that is, the Chinese language tends to first
explain the hypothetical situation, and then describe what will happen under
the hypothetical situation. This is why the dominant structure for expressing
conditions in Chinese is usually ‘如果 …… 那麼’ (rú guǒ …… nà me) or ‘如
…… 則’ (rú …… zé). However conditional clauses in Chinese can also be
placed after the main clause, but this is generally done for a special meaning,
such as to emphasise a certain element.
(III) ‘If’ is used after the main clause, and the Chinese translation is ‘如’ (rú), which
is also put after the main clause. It can be generalised as: main clause + ‘if’
conditional clause ➔ main clause + ‘如’ (rú) conditional clause. There are
only two sentences translated in this way.
Example 1:
English original: A special resolution passed by a company is not effective
for purposes of section 47E-
(a) unless the statement required by section 47E(6) is available for inspection
by members of the company at the meeting at which the resolution is passed;
(b) if it is cancelled by the court on an application under this section.
Chinese translation: 就第47E條而言，公司所通過的特別決議並無效力─
(a) 但如在通過該決議的大會上，備有第47E(6)條所規定的陳述書，供
與會的公司成員查閱者則除外；
(b) 如法院應根據本條提出的申請將該特別決議取消。
Example 2:

English original: A member of the committee may be removed by an ordi-

nary resolution at a meeting of creditors, if he represents creditors, or of con-
tributories, if he represents contributories, of which 7 days’ notice has been
given, stating the object of the meeting.
Chinese translation: 該委員會的任何委員，可在任何債權人會議上(如
其代表債權人)或在任何分擔人會議上(如其代表分擔人)，被與會人士
藉普通決議將其免任，但有關該會議的通知書必須已於該會議日期的
7天前發出，並須述明會議的目的。

As shown in Example 1, the main clause is followed by two situations (a)

and (b), with (b) being a conditional clause introduced by ‘if.’ But due to the
structural constraints of the digital table format in legal translation, the transla-
tion should try to maintain the same consistent structure as the original text as
far as possible. Although in Chinese syntax, the conditional clause tends to be
placed before the main clause, this sentence structure will not cause ambiguity.
 Translation patterns and analytical methods 111

As for Example 2, although the Chinese translation of the ‘if’ clause is placed
after the main clause, parentheses are added as a supplementary element,
which does not affect the overall sentence structure.
(IV) ‘If’ is put in the middle of the main clause, and the Chinese translation is ‘如’
(rú), which is also put in the middle of the main clause. There are seven sen-
tences following the fourth pattern. Two examples are used for elaboration.
Example 1:
English original: In exercising, as regards any purpose of this Ordinance, the
power conferred on him by subsection (1), the Registrar may, if he thinks
fit, specify 2 or more different forms to be used in respect of that purpose, in
different circumstances.
Chinese translation: 處長就本條例的任何目的行使其獲第(1)款授予的
權力時，如他認為合適，可指明2款或多於2款的不同格式，以供在不
同的情況下就該目的而使用。

Example 2:
English original: A limited company, if so authorized by its articles, may,
by special resolution, alter its memorandum so as to render unlimited the
liability of its directors, or managers, or of any managing director.
Chinese translation: 任何有限公司如獲其章程細則許可，可藉特別決議
修改其章程大綱，使其董事、經理或任何董事總經理的法律責任成為
無限的。

The conditional clauses introduced by ‘if’ are put in the middle of the main clauses:
either being put after modal verbs such as ‘may’ or ‘shall’ (as shown in Example
1), or being put after the subject (as shown in Example 2). In these cases, the struc-
ture of the conditional clause is relatively simple and short, and can be regarded
as a supplementary element or an inserted element. The Chinese translation also
follows the same pattern, with conditional clauses introduced by ‘如’ (rú) being put
in the middle of the main clauses.
In summary, although ‘if’ conditional clauses include four patterns, the com-
mon patterns are only the first two: (I) and (II). That is to say, the main translation
patterns of ‘if’ conditional clauses can be summarised into two types: ‘if’ clause +
main clause (in English) ➔ ‘如’ (rú) clause + main clause (in Chinese); main clause
+ ‘if’ clause (in English) ➔ ‘如’ (rú) clause + main clause (in Chinese). Regardless
of the position of ‘if’ before or after the main clause, when translating into Chinese,
translators usually put the ‘if’ conditional clause before the main clause. If this
pattern can be understood, translators can grasp the dominant translation pattern
when encountering ‘if’ conditional clauses in the process of translating legal texts.

5.2 Translation patterns of conditional clauses introduced by ‘where’

This section, by analysing the examples extracted by the sampling method men-
tioned in Section 1.4.3, mainly explores the translation patterns of conditional
112 Translation patterns and analytical methods

clauses introduced by ‘where.’ There are a total of 133 sentences extracted, which
have the following translation patterns.

(I) ‘Where’ is used before the main clause, and the Chinese translation is ‘凡’
(fán), which is also put before the main clause. It can be generalised as:
‘where’ conditional clause + main clause ➔ ‘凡’ (fán) conditional clause +
main clause. Among the 133 sentences extracted, 57 sentences use the first
translation pattern, accounting for 43% of the total, indicating that this transla-
tion pattern is quite common in the Companies Ordinance.
For example,
English original: Where the proposed reduction of share capital involves
either diminution of liability in respect of unpaid share capital or the payment
to any shareholder of any paid-up share capital, and in any other case if the
court so directs, the following provisions shall have effect, subject neverthe-
less to subsection (3).
Chinese translation: 凡建議的股本減少涉及減輕未繳款股本的法律責
任，或涉及付款予任何持有繳足款股本的股東，或如在其它情況下法
院如此指示，則除第(3)款另有規定外，下述條文具有效力。
(II) ‘Where’ is used before the main clause, and the Chinese translation is ‘如’
(rú), which is also put before the main clause. It can be generalised as: ‘where’
conditional clause + main clause ➔ ‘如’ (rú) conditional clause + main clause.
Among the 133 sentences extracted, 29 sentences use the second translation
pattern, accounting for 22% of the total, which is the second most common
translation pattern in the Companies Ordinance.
For example,

English original: Where that company is a subsidiary and both a majority of its
directors and a majority of the directors of any of its holding companies made
such a statement, the date on which the earliest of the statements was made.
Chinese translation: 如公司是一間附屬公司，而其過半數董事以及其
任何控股公司的過半數董事均作出上述陳述書，則為作出最早一項陳
述書的日期。
(III) ‘Where’ is used after the main clause, and the Chinese translation is ‘凡’
(fán), which is put before the main clause. There is only one sentence using
this pattern.
For example,
English original: Section 64 shall apply where a company’s articles are by
virtue of subsection (1) deemed to contain a provision for the variation of
the rights attached to a class of shares as it applies where the articles in fact
contain such a provision.
 Translation patterns and analytical methods 113

Chinese translation: 凡一間公司的章程細則憑藉第(1)款而當作載有一

項關於更改附於某一類別股份的權利的條文，第64條即屬適用，猶如
該條適用於章程細則事實上載有該項條文一樣。

As mentioned earlier, because the Chinese language tends to express the con-
ditional clause before the main clause, the translation of this sentence is more
consistent with the Chinese expressions.
(IV) ‘Where’ is used after the main clause, and the Chinese translation is ‘如’ (rú),
which is put before the main clause. There are two sentences following this
pattern, which is similar to the third pattern, with the conditional clause being
put before the main clause in the translation.
For example,

English original: For the purposes of this section, ‘court’ (法院) includes a
magistrate where the application under this section is made in the course of a
prosecution in which the person is adjudged guilty of a default referred to in
subsection (1) and, as a result, subsection (2) applies to him.

Chinese translation: 就本條而言，如本條所訂的申請是在該人被判定

犯了第(1)款所提述的失責罪的檢控過程中提出的，以致第(2)款適用於
該人，則’法院’(court) 包括裁判官。
(V) ‘Where’ is put in the middle of the main clause, and the Chinese translation
is ‘凡’ (fán), which is put before the main clause. There are two sentences
following this pattern, similar to the third and fourth patterns, with the condi-
tional clause being put before the main clause in the translation.
For example,

English original: Every statement in lieu of prospectus delivered under subsec-

tion (1) shall, where the persons making any report required by Part II of the
Second Schedule have made therein or have, without giving the reasons, indi-
cated therein any such adjustments as are mentioned in paragraph 5 of the Second
Schedule, have endorsed thereon or attached thereto a written statement signed
by those persons setting out the adjustments and giving the reasons therefor.

Chinese translation: 凡作出附表2第Ⅱ部所規定的報告的人已在報告內

作出，或在並無提出有關理由的情況下，已在報告內表明任何附表2
第5段所述的調整，則每份根據第(1)款交付的代替招股章程陳述書，
均須註明或附有列明該等調整及就調整提出理由的書面陳述，並由該
等人士簽署。

(VI) ‘Where’ is put in the middle of the main clause, and the Chinese translation is
‘如’ (rú), which is put before the main clause. There is only one sentence fol-
lowing this pattern.

For example,
114 Translation patterns and analytical methods

English original: The expenses of and incidental to an investigation by an

inspector appointed by the Financial Secretary under section 142 or 143 shall
be defrayed in the first instance out of the general revenue of Hong Kong, but
the following persons shall, to the extent mentioned, be liable to repay such
expenses to the Government-
(a) …;
(b) …;
(c) any body corporate dealt with by the report, where the inspector was
appointed otherwise than of the Financial Secretary’s own motion, shall be
liable, except so far as the Financial Secretary otherwise directs; and
(d) …;
and any amount for which a body corporate is liable by virtue of paragraph
(b) shall be a first charge on the sums or property mentioned in that paragraph.
Chinese translation: 財政司司長根據第142或143條委任審查員進行一項
調查所需及附帶的費用，須由香港政府一般收入中先行撥款支付，但
以下的人須在所述的範圍內，負上向政府償還該等費用的法律責任─
(a) ……；
(b) ……；
(c) 上述報告所處理的法人團體 (如該審查員並非由財政司司長主動委
任)須負法律責任，但如財政司司長另作指示則除外；及
(d) ……，
此外，法人團體憑藉(b)段而負上法律責任的任何款額，須為該段中
所述款項或財產的第一押記。

In this example, the conditional clause introduced by ‘where’ is enclosed in paren-

theses in the Chinese translation, the same as in the original text, and is translated
as an inserted element.
In the last four cases (III), (IV), (V), and (VI), although it is not common to have
‘where’ in the middle or at the end of the sentence, the Chinese translations are
very similar, expressing the conditional clause before the main clause. Therefore,
regardless of the position of ‘where,’ at the beginning, in the middle, or at the end
of the sentence, the conditional clause introduced by the Chinese translations ‘凡’
(fán) or ‘如’ (rú) always appears before the main clause.
In summary, although the conditional clauses introduced by ‘where’ include six
patterns, only the first two patterns are common. Therefore, the main translation
patterns of ‘where’ conditional clauses can be summarised as two types: ‘where’
clause + main clause ➔ ‘凡’ (fán) clause + main clause; ‘where’ clause + main
clause ➔ ‘如’ (rú) clause + main clause. These two translation patterns account for
43% and 22% of the 133 sentences respectively. In other words, ‘where’ usually
 Translation patterns and analytical methods 115

appears at the beginning of the sentence, and in this case, it is translated as ‘凡’
(fán) or ‘如’ (rú), and the word order is consistent with the original text. If this can
be fully understood, translators can grasp the basic translation pattern when trans-
lating ‘where’ conditional clauses in legal texts. Although ‘where’ is mostly trans-
lated as ‘凡’ (fán) and ‘如’ (rú), the dominant translation for ‘where’ is ‘凡’ (fán)
based on the proportion. Even if it is translated as ‘如’ (rú), it can still be replaced
by ‘凡’ (fán) without affecting the meaning or function.

5.3 Analytical methods of conditional clauses introduced by ‘where’

and ‘if’
In this section, different methods of decomposing and analysing conditional clauses
(especially introduced by ‘if’ and ‘where’) are presented. On the one hand, it is
helpful to understand the differences between ‘if’ and ‘where’ conditional clauses
in terms of writing and translation; on the other hand, it is useful to apply dif-
ferent analytical methods for long, complicated conditional clauses in legal texts.
As mentioned in Section 4.1.3, the usage of ‘where’ and ‘if’ is different and the
sequence cannot be reversed when they occur in the same sentence. Then how
about their translation? Does the translation follow the original sequence?
One example from the Companies Ordinance (i.e., example 3 in Section 4.1.3)
is used to illustrate how different methods are used to analyse sentence structures
and explore translations of the introductory words ‘where’ and ‘if.’

English original: Where the Official Receiver becomes the liquidator of a

company, whether provisionally or otherwise, he may, if satisfied that the
nature of the estate or business of the company, or the interests of the credi-
tors or contributories generally, or there are other grounds therefor, require
the appointment of a special manager of the estate or business of the com-
pany other than himself, apply to the court, and the court may on such appli-
cation, appoint a special manager of the said estate or business to act during
such time as the court may direct, with such powers, including any of the
powers of a receiver or manager, as may be entrusted to him by the court.

5.3.1 Method of chunking

There are usually three steps involved.

Step 1: looking for clue words, such as ‘and,’ ‘or,’ ‘provided that’ (a common term
for introducing a proviso), ‘unless,’ ‘to the extent of,’ ‘until,’ ‘where,’ or ‘if,’
so as to chunk long sentences into smaller segments. Obviously, in this sen-
tence, we have three clue words ‘where,’ ‘if,’ and ‘and,’ which are helpful for
us to chunk the long sentence into four segments.
• Segment 1 of legal case: Where the Official Receiver becomes the liquidator
of a company, whether provisionally or otherwise,
116 Translation patterns and analytical methods

• Segment 2 of legal condition: if satisfied that the nature of the estate or busi-
ness of the company, or the interests of the creditors or contributories gener-
ally, or there are other grounds therefor, require the appointment of a special
manager of the estate or business of the company other than himself,
• Segment 3 of main clause 1 (legal subject + legal action): he may apply to
the court,
• Segment 4 of main clause 2 (legal subject + legal action): the court may on such
application, appoint a special manager of the said estate or business to act during
such time as the court may direct, with such powers, including any of the powers
of a receiver or manager, as may be entrusted to him by the court.
Step 2: translating each part separately: note tricky words such as ‘otherwise,’
archaic words such as ‘therefor,’ and proper terms such as ‘Official Receiver.’
• Segment 1: 凡破產管理署署長成為公司的清盤人，不論是臨時或屬其
它情況，
• Segment 2: 如信納基於公司的產業或業務性質，或基於債權人或分擔人
的一般利益，或基於其它理由，需要在其本人以外另委一名公司產業
或業務的特別經理人，
• Segment 3: 他可向法院申請，
• Segment 4: 法院可應該申請而委任一名上述產業或業務的特別經理
人，在法院所指示的期間內行事，該經理人並具有法院所託付的各項
權力，其中包括接管人或經理人所具有的任何權力。
Step 3: polishing and finalising the translation: try to make the sentence readable
and coherent with some necessary adjustments.

凡破產管理署署長成為公司的清盤人，不論是臨時或屬其它情況，
如其信納基於公司的產業或業務性質，或基於債權人或分擔人的一
般利益，或基於其它理由，需要在其本人以外另委一名公司產業或
業務的特別經理人，則可向法院申請，而法院可應該申請而委任一
名上述產業或業務的特別經理人，在法院所指示的期間內行事，該
經理人並具有法院所託付的各項權力，其中包括接管人或經理人所
具有的任何權力。

5.3.2 Method of tabulating

Similar to the method of chunking, the method of tabulating also involves three steps.

Step 1: tabulating the long sentence in the form of a table: the main clauses in
the left column and the subordinate clauses in the right column, as shown
in Table 5.1.
Step 2: translating each tabulated part separately, as shown in Table 5.2.
Step 3: polishing and finalising the translation.

凡破產管理署署長成為公司的清盤人，不論是臨時或屬其它情況，
如其信納基於公司的產業或業務性質，或基於債權人或分擔人的一
 Translation patterns and analytical methods 117

般利益，或基於其它理由，需要在其本人以外另委一名公司產業或
業務的特別經理人，則可向法院申請，而法院可應該申請而委任一
名上述產業或業務的特別經理人，在法院所指示的期間內行事，該
經理人並具有法院所託付的各項權力，其中包括接管人或經理人所
具有的任何權力。

Table 5.1 Method of tabulating—Original English

Where the Official Receiver becomes
the liquidator of a company, whether
provisionally or otherwise,
if satisfied that the nature of the estate or
business of the company, or the interests
of the creditors or contributories generally,
or there are other grounds therefor, require
the appointment of a special manager of the
estate or business of the company other than
himself,
he may apply to the court,
and the court may on such application,
appoint a special manager of the said
estate or business to act during such
time as the court may direct, with
such powers, including any of the
powers of a receiver or manager, as
may be entrusted to him by the court.

Table 5.2 Method of tabulating—Chinese translation

凡破產管理署署長成為公司的清盤人，
不論是臨時或屬其它情況，
如其信納基於公司的產業或業務性質，
或基於債權人或分擔人的一般利益，
或基於其它理由，需要在其本人以外
另委一名公司產業或業務的特別經理人，
he may apply to the court, 可向法院申請，
and the court may on such application, 法院可應該申請而委任一名上述產業或業務
appoint a special manager of the said 的特別經理人，在法院所指示的期間內行
estate or business to act during such 事，該經理人並具有法院所託付的各項權
time as the court may direct, with 力，其中包括接管人或經理人所具有的任
such powers, including any of the 何權力。
powers of a receiver or manager, as
may be entrusted to him by the court.

5.3.3 Method of diagramming

Similar to the methods of chunking and tabulating, the method of diagramming

also involves three steps.
118 Translation patterns and analytical methods

Figure 5.1 Method of diagramming—English original.

Figure 5.2 Method of diagramming—Chinese translation.

Step 1: diagramming the relationship between different parts of the long sentence
for readers to have a clear picture of the relations, as shown in Figure 5.1.
Step 2: translating each part accordingly, as shown in Figure 5.2.
Step 3: polishing and finalising the translation.

凡破產管理署署長成為公司的清盤人，不論是臨時或屬其它情況，
如其信納基於公司的產業或業務性質，或基於債權人或分擔人的一
 Translation patterns and analytical methods 119

般利益，或基於其它理由，需要在其本人以外另委一名公司產業或
業務的特別經理人，則可向法院申請，而法院可應該申請而委任一
名上述產業或業務的特別經理人，在法院所指示的期間內行事，該
經理人並具有法院所託付的各項權力，其中包括接管人或經理人所
具有的任何權力。

The essence of these three methods is decomposing the logical relations between
each chunk of the original long sentence before translation. If the long sentence is
decomposed into several shorter chunks, readers or translators will find it easy to
understand or translate. One-paragraph-one-sentence structure intimidates a good
number of translators, but if this structure can be chopped up into shorter clauses,
it is far easier to cope with. Based on the analysis of the example, it is also clear
to readers the differences between ‘if’ and ‘where’ when they are used in the same
sentence. ‘Where’ conditional clauses must be put before ‘if’ conditional clauses,
and ‘if’ conditional clauses cannot be put before ‘where’ conditional clauses.
Besides the sequence, the difference is also related to their usage: ‘where’ is used
to introduce a general legal case of broader scope while ‘if’ is used to introduce
a specific legal condition of narrower scope. Therefore, the translation of these
two introductory words is also different when they are used together: ‘where’
is translated as ‘凡’ (fán), echoing its meaning of compassing everything, and
‘if’ is translated as ‘如’ (rú), reflecting its meaning of introducing a hypothetical
condition.

5.4 Summary
This chapter focuses on the conditional clauses introduced by ‘if’ and ‘where’ in
the Companies Ordinance and identifies the following translation patterns. There
are two main types of conditional clauses introduced by ‘if’: ‘if’ clause + main
clause (in English) ➔ ‘如’ (rú) clause + main clause (in Chinese), and main clause
+ ‘if’ clause (in English) ➔ ‘如’ (rú) clause + main clause (in Chinese). There are
also two main types of conditional clauses introduced by ‘where’: ‘where’ clause
+ main clause (in English) ➔ ‘凡’ (fán) clause + main clause (in Chinese), and
‘where’ clause + main clause (in English) ➔ ‘如’ (rú) clause + main clause (in
Chinese). In other words, regardless of the position of ‘if’ and ‘where’ in the sen-
tence, the conditional clause is usually placed at the beginning of the translation,
which is consistent with Chinese expression habits. This is because the main clause
is the core content of the sentence (i.e., end focus), and the subordinate clause
is usually placed at the beginning of the sentence in Chinese. This also includes
placing the subject of the main clause before the subordinate clause. Therefore,
when translating this type of conditional clause, translators should remember this
translation technique, that is, the conditional clause in English can be placed before
or after the main clause, but in Chinese, the conditional clause is mostly placed
before the main clause. Based on the summarised sentence structures of condi-
tional clauses, it is hoped that translators would refer to the summarised sentence
structures in translating conditional clauses, so as to ensure the consistency of the
120 Translation patterns and analytical methods

translation and more accurately reflect the author’s intention in using the same
terms in the original text.
In addition, translators find it difficult to decompose long sentences, so three
common analytical methods are introduced in Section 5.3. These three methods are
useful for readers and translators in understanding the logic and inherent relations
in long sentences. The differences are clear between the two introductory words
‘where’ and ‘if’ and their varying translations. Though ‘where’ can be translated as
‘如’ (rú), when it is used together with ‘if’ in one legal sentence, ‘where’ is usually
translated as ‘凡’ (fán).
6 Conclusion

6.1 Research findings

This book, adopting a descriptive research method, analyses the translation of
the Companies Ordinance in Hong Kong, particularly the translation of clauses
containing adverbial clauses of condition. Although there have been scholars who
have analysed legal texts from the perspective of conditional clauses, there are few
studies focusing on specific texts based on corpus research. The research findings
of this book on translation theory and translation practice are as follows.
Firstly, in terms of theoretical research, the author reviewed and summarised
the theory of translation typology and found that different scholars have varying
opinions on the types of legal texts. Based on this, the author proposed a new
viewpoint on the types of legal texts. When the function of the translated text is
consistent with that of the original text, the function of the legal text is vocative.
When the function of the translated text is inconsistent with that of the original
text, the function of the original text is vocative, and the function of the translated
text can be informative or expressive. As the bilingual ordinances in Hong Kong
have equal legal effect, the function of the translated text is consistent with that of
the original text, and therefore, the bilingual ordinances in Hong Kong should be
considered as vocative texts. In vocative texts, the function or intention is the most
important factor.
Secondly, in terms of practical research, based on the above-mentioned view-
point on the types of legal texts, this study conducted a specific analysis of differ-
ent translations of introductory words for conditional clauses in the Companies
Ordinance to examine whether the different translations achieve the same function
as the original text. The research findings on translation practice mainly focus on
the translation of conditional sentences in legal texts, which can be summarised
below:

(1) The importance of conditional clauses: although some scholars have discussed
the importance of conditional clauses before, their discussions were mostly
based on subjective impressions from reading English legal texts. This study
conducted a statistical analysis based on the thickest law in Hong Kong, the
Companies Ordinance, to comprehensively understand the importance of con-
ditional clauses. Although the statistical method used in this study is simple, it

DOI: 10.4324/9781003359180-6
122 Conclusion

provides readers with a comprehensive understanding of conditional clauses.

Out of the 2,247 sentences in the entire Companies Ordinance (marked by a
full stop), there are 987 conditional sentences, accounting for 44% of all sen-
tences. It can be sufficiently stated that conditional clauses are the dominant
sentence structure in legal texts, and the study of conditional sentences is of
great significance from both the legal writing and translation perspectives.
(2) Conditional clauses dominantly introduced by ‘if’ and ‘where’: in the
Companies Ordinance, conditional sentences introduced by ‘if’ and ‘where’
appear 872 and 668 times respectively (calculated by the frequency of appear-
ance of the introductory words), accounting for 45% and 34% of all introduc-
tory words for conditional clauses respectively. Conditional clauses introduced
by the secondary introductory words ‘in (the) case,’ ‘in the event,’ and ‘when’
are much less frequent, accounting for only 21% of all introductory words for
conditional clauses.
(3) Translations for main introductory words for conditional clauses
(a) There are multiple Chinese translations for the introductory words for
conditional clauses ‘if’ and ‘where,’ such as ‘如’ (rú), ‘倘若’ (tǎng ruò),
‘假使’ (jiǎ shǐ), and ‘凡’ (fán).
(b) Other secondary translations include ‘倘’ (tǎng), ‘若’ (ruò), ‘在 …… 情況下’
(zài …… qíng kuàng xià), ‘在 …… 時’ (zài …… shí), or no translation. It
can be seen that, in actual legal writing and translation, writers and transla-
tors do not always strictly follow the principle of consistency between legal
writing and translation. They may use synonyms or near-synonyms for a par-
ticular word, depending on the specific context. Regarding translation, there
is more diversity in translation methods, which means that the objectively
described results are somewhat different from the prescriptive translation
methods. However, overall, the translators of the Companies Ordinance still
follow the consistency principle of translation.
(c) It is worth noting that when ‘if’ introduces a non-factual conditional
clause, meaning a hypothetical or contrary-to-fact situation, and the sub-
junctive mood is used, indicating a higher degree of hypotheticality, or a
situation contrary to fact, it is translated as ‘假若’ (jiǎ ruò), ‘若’ (ruò), or
‘假使’ (jiǎ shǐ) which reflects that translators have noticed the difference
between these translations and ‘如’ (rú).
(4) The translation of other introductory words for conditional clauses: in addition
to the previous analysis of the translation of ‘if’ and ‘where’ in the Companies
Ordinance, this study differs from Li’s (2008: 71–77) views on the introductory
words for conditional clauses in legal texts. The findings are summarised below:
(a) ‘Should’ does not indicate ‘如’ (rú) but appears as its original meaning of
‘應’ (yīng) or ‘應該’ (yīng gāi).
(b) ‘Providing/provided that’ both appear in the form of proviso and do not
indicate the meaning of ‘如’ (rú).
(c) ‘When’ appears as an introductory word for conditional clauses only five
times, all translated as ‘如’ (rú), indicating that ‘when’ is not a commonly
 Conclusion 123

used introductory word for conditional clauses in the Companies

Ordinance.
(d) Most of the situations introduced by ‘in the event’ are rare and negative.
Therefore, ‘一旦’ (yī dàn) or ‘萬一’ (wàn yī) is a better alternative trans-
lation to describe unexpected or catastrophic events.
(e) ‘In case (of/that)’ and ‘in the case (of/that)’ are quite different, but
in the Companies Ordinance, neither English writing nor Chinese
translation strictly distinguish between the two. The former indicates
hypothetical or rarely occurring circumstances and is generally trans-
lated as ‘如果’ (rú guǒ), ‘假使’ (jiǎ shǐ), or ‘萬一’ (wàn yī) while the
latter is a general conjunction indicating ‘在 …… 情況下’ (zài ……
qíng kuàng xià), ‘就 …… 而言’ (jiù …… ér yán), or ‘至於’ (zhì yú).
Therefore, in writing and translation, the two should be differentiated.
The four sentences in the Companies Ordinance using ‘in case’ all
introduce rare or negative situations. Although it is translated as ‘如’
(rú), ‘一旦’ (yī dàn) or ‘萬一’ (wàn yī) is a more appropriate transla-
tion based on the original meaning.
(5) The dominant translation patterns of conditional clause structures: based on
the specific analysis of the Companies Ordinance, there are two dominant
translation patterns for conditional sentences introduced by ‘if’:
(a) ‘If’ clause + main clause ➔ ‘如’ (rú) clause + main clause.
(b) Main clause + ‘if’ clause ➔ ‘如’ (rú) clause + main clause.
For conditional sentences introduced by ‘where,’ there are also two domi-
nant translation patterns:
(a) ‘Where’ clause + main clause ➔ ‘凡’ (fán) clause + main clause.
(b) ‘Where’ clause + main clause ➔ ‘如’ (rú) clause + main clause.
(6) The difference between introductory words for conditional clauses ‘if’ and
‘where’ and their implications for translators:
(a) There are differences in the use of ‘if’ and ‘where’ in writing and transla-
tion. In writing, ‘if’ expresses a simple condition and usually introduces
a less important condition, while ‘where’ refers to all situations within a
certain scope and introduces more important cases. When the two appear
in the same sentence, there are obvious differences in terms of sequence
and importance. In translation, ‘if’ is translated as ‘如’ (rú), while ‘where’
is usually translated as ‘凡’ (fán). Although Coode (1848) initially pro-
posed that there were differences in the usage of ‘if’ and ‘where,’ the find-
ings in this study have strengthened and confirmed this viewpoint from a
quantitative perspective.
(b) Although there are differences between ‘if’ and ‘where’ as conjunctions
of conditional clauses, the differences between several other conjunctions
are not significant. For example, ‘when’ and ‘if’ can often be used inter-
changeably in English and translated as ‘如’ (rú) in Chinese, and ‘in (the)
case’ is not significantly different from ‘if’ and can be translated similarly
as ‘如’ (rú) or ‘在 …… 情況下’ (zài …… qíng kuàng xià).
124 Conclusion

(c) Compared with situations introduced by ‘if,’ ‘when,’ and ‘in (the) case,’
which are generally neutral events, most situations introduced by ‘in the
event’ are bad events with negative consequences.
(d) Although the analysis of the text of the Companies Ordinance reveals
some differences between the use of conjunctions of conditional clauses,
the use of these conjunctions is often somewhat arbitrary. Nonetheless, it
can still be seen that ‘if’ is translated as ‘如’ (rú) in most cases, ‘where’ is
translated as ‘凡’ (fán) in most cases, and ‘when’ and ‘in (the) case’ are
both translated as ‘如’ (rú).
(7) The impact of different translations of introductory words for conditional
clauses on the functional equivalence of the translation: although the main
conditional sentence conjunctions ‘if,’ ‘where,’ ‘when,’ ‘in (the) case,’ and
‘in the event’ have different translations, the different translations do not sig-
nificantly affect readers’ understanding of the overall content of the original
text. Therefore, the translated text generally achieves the same function or
conveys the same intention as the original text. ‘If,’ ‘when,’ and ‘in (the) case’
are generally neutral events, and ‘in the event’ introduces relatively negative
events. Although different translations of introductory words for conditional
clauses do not significantly affect or basically do not affect the functional
equivalence of the translation, synonyms such as ‘倘’ (tǎng) and ‘若’ (ruò)
can be used interchangeably with ‘如’ (rú). Therefore, the translation achieves
the same function as the original text. In other words, since different transla-
tions of introductory words for conditional clauses do not significantly affect
or basically do not affect the functional equivalence of the translation, different
translations can be used in the process of translating legal texts. However, it
is suggested that the translation should follow the original content and style
and use the same term for the translation of specific words without using near-
synonyms, in order to follow the principle of consistency in translating legal
sentence structures and the translation of specialised terminology. It is unnec-
essary to use different translations for the same term in the original text, such
as translating ‘if’ as ‘如’ (rú) and ‘where’ as ‘凡’ (fán) in the translation of
Hong Kong ordinances. Additionally, even if the original text uses multiple
conjunctions such as ‘if,’ ‘when,’ and ‘in (the) case’ to express conditions, the
same translation can be used in the translation if there is no special intention or
expression of special meaning.
(8) Analytical methods for long legal sentences: to better understand the differ-
ences between ‘if’ and ‘where,’ one example in which the two words are used
in the same sentence is used. In the example, when three analytical methods are
introduced to decompose a long legal sentence and analyse relations between
different chunks, their different usage and translation are clear: ‘where’ is
translated as ‘凡’ (fán), echoing its meaning of compassing everything, and
‘if’ is translated as ‘如’ (rú), reflecting its meaning of introducing a hypotheti-
cal condition. The three methods are also useful for those who are afraid of
long complicated legal sentences.
 Conclusion 125

6.2 Research prospect
The findings of this study, such as the statistical analysis of introductory words for
conditional clauses in the Companies Ordinance and the examination and analysis
of the data, are helpful for legal English writing and legal teaching. They pro-
vide a systematic and clear understanding of how to use and translate introductory
words for conditional clauses for legal writers and translators, especially for stu-
dents studying legal translation. For example, the summarised translation patterns
for ‘if’ and ‘where’ conditional clauses can help translators effectively translate
conditional clauses and distinguish between the two, providing references for legal
writers and translators. Additionally, the analysis and comparison of several intro-
ductory words for conditional clauses and their translations reveal the frequency of
use and commonly used translations, which can provide translation references for
translators when they translate conditional clauses.
Despite the research findings and achievements presented in this study, there
are still limitations. A detailed analysis of the conditional clauses in the Companies
Ordinance was conducted, but due to the limited length, not every conditional
clause was covered, and a sampling method was used. This study found that some
introductory words for conditional clauses are not strictly distinguished in writing
or translation. Given that conditional clauses are the most important sentence struc-
ture in legal texts, the author suggests that further in-depth analysis and research
should be conducted in the future. It is recommended that future researchers expand
the scope of the study to include other categories of legal texts to discover whether
other legal texts also make strict distinctions between these introductory words for
conditional clauses. Additionally, the translation patterns for conditional clauses
presented in this study need to be verified and improved by legal translators in their
translation process.
Index

accurately 4, 6, 41, 92, 94, 99, 104, equivalence 7, 17, 40–3, 124
106, 120 in the event 12–13, 24, 46–7, 51, 55, 69,
analytical method 11, 14, 109, 111, 113, 72, 84, 94–104, 106–8, 122–4
115, 117, 119, 120, 124 expressive text 35, 37, 41
authentic 5–6, 27, 39, 44
factual conditional clause 81, 107
Baker, Mona 40 factual conditionals 21
Bhatia, Vijay K. 17, 46 fán (凡) 24, 47, 49–50, 53, 55–7, 59, 62–3,
bilingual drafting 43–4 65, 67–8, 72, 74, 76–7, 81, 83–4, 92, 94,
bilingual legislation 4–6, 8, 39, 44 99–100, 104, 106–8, 112–20, 122–4
bilingual text 39, 44 frequency 3, 12, 17, 47, 53, 81, 89, 91, 92,
Bühler, Karl 35–8, 41 94, 122, 125
function 1, 3, 12–14, 19–20, 24–5, 31–2,
Cao, Deborah 1, 3–4, 17 34–9, 41–4, 53, 61, 64, 73, 80–4, 91–2,
in (the) case 24, 46–7, 51, 56–7, 62, 72–6, 99–100, 104, 106–7, 115, 121, 124
82–3, 89, 91–2, 94, 102, 105, 107, 108,
123 Gibbons, John 1, 18
Chao, Yuen Ren (趙元任) 52 Holmes, James 10
Chu, Chiyu (朱志瑜) 10 Hong Kong bilingual ordinances 2, 8–9, 27,
classification 20–2, 31–7 41, 46
common law 4–8 Hong Kong legislation 6, 27, 42–4, 80
Companies Ordinance 2, 8–10, 12–14, 19, hypothesis 22–3, 54, 60
22–3, 27–8, 44, 46–51, 53, 59, 81–2, 84, hypothetical condition 49–51, 54, 119, 124
89, 91–2, 94, 104–7, 109, 112, 115, 119, hypothetical situation 60–1, 73, 80,
121–5 106–7, 110
comparison 6, 13, 20, 125
condition 7, 9, 17, 20–6, 38, 44, 48–51, 54, if 9, 12–14, 16, 18, 20–4, 26–7, 46–81,
62, 64–5, 67, 72, 80, 84, 89, 92, 94, 99, 84–5, 89, 94–5, 100, 106–12, 115–17,
101–2, 104–7, 110, 116, 119, 121, 123–4 119–20, 122–5
conditional 8–14, 17, 19–28, 44, 46–51, informative text 35, 37, 39
53–4, 60–1, 64, 73, 80–4, 89, 92, 94, 99, intention 1, 7, 13, 33, 36, 38, 42–4,
104–15, 119, 121–5 120–1, 124
conjunction 23, 48, 51–2, 73, 80, 89, 107, introductory words 8, 12–14, 20, 23–4,
123–4 40, 46–8, 51, 53–4, 64, 73, 82, 84, 94,
consistency 7, 19, 39, 42, 44, 80, 107, 119, 106–8, 115, 119–25
122, 124
Coode, George 25–6, 48, 123 jiǎ rú (假如) 22, 24, 48, 51–2, 54, 60
counterfactual 21, 23 jiǎ ruò (假若) 22, 48, 51–61, 69, 80–1, 92,
counter-factuality 52 98, 104, 107–8, 122
jiǎ shǐ (假使) 22, 51–3, 60–1, 80, 92, 107,
Danet, Brenda 3 122–3
descriptive research 10, 19, 121 Jiang, Yan 52

128 Index

language function 34–5, 37, 41 Sager, Juan C. 33, 35–7

law 34–7, 39, 43–4, 48–9, 51, 80, 103, sampling 11–13, 89, 109, 111, 125
106, 121 Šarčević, Susan 2–3, 7, 17, 19, 34–8, 41, 43
legal action 24–7, 116 sentence pattfern 20, 22, 24, 28
legal case 24, 26, 115, 119 sentence structure 3–4, 7–8, 18, 26–7,
legal condition 26, 53, 116, 119 46, 50, 53, 73, 110–11, 115, 119, 122,
legal effect 2–3, 6, 37–9, 41–2, 121 124–5
legal language 1, 7–8, 16–19, 23–4, 27, 34 should 46–7, 60, 106–7, 122
legal subject 24–7, 116 source text 12–13, 37–44
legal system 2–6, 8, 16–18, 27, 33, 41–3 statistical analysis 121, 125
legal term 3–4, 16–18, 27 subjunctive mood 54, 60, 80–1, 107, 122
legal terminology 6, 16–17 subjunctivity 22–3
legal text 1–4, 6–9, 11–14, 16–20, 23–4, subordinate clause 20–2, 24, 89, 116, 119
27–8, 33–41, 43–4, 46, 48, 50, 52–3, 60,
80, 89, 111, 115, 121–2, 124–5 tǎng (倘) 22, 52–3, 61, 63, 80–1, 107, 122
legal translation 1–4, 7, 11, 14, 16–20, tǎng ruò (倘若) 22, 24, 51–3, 61, 63, 80–2,
27, 31, 33–4, 36–7, 41, 43–4, 80, 107, 84, 107, 122
110, 125 target text 13
legislation 4–6, 8–9, 25, 27, 39, 42–4, 80 text function 34–5
likelihood 52, 54, 60–1 text type 3, 16, 27, 31–4, 36–41, 44, 46, 80
Li, Kexing (李克興) 16, 19, 24, 41, 46 text typology 13, 19, 31, 34–5, 37, 40,
Luk, Man Wai (陸文慧) 5–6 42, 44
Toury, Gideon 10, 41
main clause 20–1, 23–4, 26, 49, 80, translation pattern 8–9, 11–14, 19, 24,
109–14, 116, 119, 123 27–8, 46, 109, 111–12, 114–15, 119,
main function 36–8 123, 125
Mellinkoff, David 3, 17 translation strategy 33–4, 41–4
method of chunking 115–16 translation studies 2, 10–11, 31–2
method of diagramming 117–18 translation typology 13–14, 34, 41, 121
method of tabulating 116–17
modal verb 16, 111 unreal conditionals 21–2

Newmark, Peter 19, 35, 37, 40–2 vocative text 35–8, 41–2, 44, 80, 121
Nida, Eugene 36, 40
non-factual conditional clauses 54, 81 Wang, Daogeng (王道庚) 2–4, 19, 42
non-factual conditionals 21, 54, 60–1, 81, wàn yī (萬一) 22, 24, 51–3, 60, 92, 94, 99,
107, 122 104, 107, 123
when 12–13, 23–4, 46–7, 51, 84, 89–90,
Palmer, F. R. 20–1 94, 106–7, 122–4
plain language movement 7–8 where 12–14, 16, 24, 26, 46–51, 55–9,
prescriptive research 10 62–7, 72–4, 76–7, 81–8, 106–7, 111–15,
primary function 34–7, 41 117, 119–20, 122–5
provided that 24, 47, 74, 82, 93, 95, 97–8,
103, 105, 107, 115, 122 Yen, Yuen Ho (嚴元浩) 5
providing that 24, 47, 105, 107, 122 yī dàn (一旦) 24, 47, 51–2, 92, 94, 99–101,
104, 107–8, 123
qualitative analysis 11
quantitative analysis 11 zài......qíngkuàng xià (在......情況下) 47,
Quirk, Randolph 20–1 53, 56–7, 62, 64, 66–72, 74–5, 77–8,
80–1, 84–7, 89, 91–5, 98, 101, 104–8,
real conditionals 21 111–13, 122–3
Reiss, Christina 31–2, 34–7, 40–1 zài......shí (在......時) 47, 53, 64–6, 71,
rú (如) 22, 24, 48, 51–3, 110, 123 80–4, 94, 99, 102–4, 106–8, 122
rú guǒ (如果) 20–2, 24, 48, 51–3, 92, Zhang, Bin (張斌) 22
110, 123 Zhang, Zhenbang (章振邦) 21