（财会考证）ACCACAT考试F4公司法与商法主观题练习

1、ACCACAT考试F4公司法与商法主观题练习1、In the context of contracts of employment, explain the common law duties imposed on:(a) employers; (6 marks)(b) employees. (4 marks)2、 In relation to the courts powers to interpret legislation, explain and differentiate between:(a) the literal approach, including the golden r

2、ule; and (5 marks)(b) the purposive approach, including the mischief rule. (5 marks)3、Dee and Eff are major shareholders in, and the directors of, the public company, Fan plc. For the year ended 30 April 2009 Fan plcs financial statements showed a loss of 2,000 for the year.For the year ended 30 Apr

3、il 2010 Fan plc made a profit of 3,000 and, due to a revaluation, the value of its land and buildings increased by 5,000.As a consequence, Dee and Eff recommended, and the shareholders approved, the payment of 4,000 in dividends.Required:Advise Dee and Eff as to: (a) the legality of the dividend pay

4、ment; and (6 marks)(b) any potential legal liability in regard to the dividend payment. (4 marks)4、In relation to the Securities Law of China:(a) explain the administrative penalty of banning access to the securities market; (4 marks)(b) state the circumstances under which the relevant persons may b

5、e penalised in the form. of banning access to the securities market by the securities supervisory authority; (4 marks)(c) state what activities committed by a sponsor may be subject to the administrative penalty of banning access to the securities market. (2 marks)5、In January 2011 Department Store

6、entered into a sales contract with Appliance Co to buy 100 refrigerators from the latter at a price of RMB 3,000 yuan/piece, total price being RMB 300,000 yuan. The payment would be made in two instalments: 100,000 yuan as advance payment to be paid after the conclusion of the contract, and the rema

7、ining 200,000 yuan to be paid in April 2011. Upon receiving the advance payment Appliance Co would deliver all the products. After the conclusion of the sales contract, Department Store made the first payment of 100,000 yuan and received all the products delivered by Appliance Co.In the same month,

8、Appliance Co intended to rent a space of 100 m2 from Department Store to exhibit its other appliance products. For this purpose the two parties entered into a rental agreement and agreed upon the following terms and conditions: the term of rental would be one year as from January to December 2011; t

9、he total rental would be RMB 400,000 yuan and be paid RMB 100,000 yuan quarterly within the first 10 days of January, April, July and October.At the end of March 2011 Appliance Co sent Department Store a written notice, stating that it would set off its rental of RMB 200,000 yuan for the second and

10、third instalments with the remaining price of 200,000 yuan for the refrigerators.Required: Answer the following questions in accordance with the relevant provisions of the Contract Law, and give your reasons for your answer:(a) state the nature and different forms of set-off as presented by Applianc

11、e Co to Department Store; (4 marks)(b) state the conditions to be met by Appliance Co when it was claiming the set-off of credit and debt with Department Store. (6 marks)6、In relation to the Property Law of China:(a) state the rules relating to the transfer of mortgaged property during the period of

12、 mortgage; (7 marks)(b) state the rules relating to the transfer of credit which is secured by a mortgage. (3 marks)7、Yado Steel Co Ltd (Yado Steel) entered into a loan agreement with Industry Bank to borrow RMB 20 million yuan for its expansion programme. Yado Steel provided its office building as

13、property mortgaged for the debt, and made the registration as required. Mr Ding, one of the shareholders of Yado Steel, placed a guarantee letter of general liability in favour of Industry Bank.Due to poor performance, Yado Steel failed to repay the debt when it came to maturity. Meanwhile, Industry

14、 Bank, under a restructuring plan, transferred the credit of RMB 20 million yuan together with the right of pledge to Oriental Assets Management Co (OAM). It also made a written notice to Yado Steel and Mr Ding, but failed to transfer the right of mortgage to OAM. On the contrary, Industry Bank conc

15、luded an agreement with Yado Steel before it went bankrupt, and settled other debts owed by the latter through the sale of the office building as mortgaged for the loan. Having found this fact, OAM, as a transferee of the credit, requested the court to order Mr Ding to bear its guarantors liability

16、for the debt. Mr Ding asserted that he was a pledger with a general liability and would be responsible for the debt only if the things mortgaged could not satisfy the debt.Required:Answer the following questions in accordance with the relevant provisions of the Property Law and the Contract Law, and

17、 give your reasons for your answer:(a) State whether the defence of Mr Ding should be supported by the court. (6 marks)(b) State what was the cause of this dispute between OAM and Industry Bank. (4 marks)8、In relation to the tort of negligence, explain the meaning of duty of care.9、In relation to th

18、e Company Law of China:(a) state the composition of the board of directors of a general limited liability company; (3 marks)(b) state the composition of the board of directors of a limited liability company that is incorporated by two or more state-owned enterprises; (4 marks)(c) state the way to de

19、al with the situation where the number of directors is less than a quorum due to various causes and the re-election has not been completed. (3 marks)10、In relation to company law:(a) explain the meaning of limited liability. (3 marks)(b) Explain and distinguish between:(i) unlimited companies; (2 ma

20、rks)(ii) companies limited by guarantee; (2 marks)(iii) companies limited by shares. (3 marks)11、Food Shop sent a fax to Sanyi Farm to inquire about the price of tomatoes as follows: 100,000 kg of tomatoes is urgently needed. Reply as soon as possible.Upon receipt of the fax, Sanyi Farm shipped 100,

21、000 kg of tomatoes to Food Shop. The latter took delivery of the goods without any objection. On selling the goods Food Shop found that the quality of tomatoes did not meet the standard required and had to sell the goods at a 20% discount. Food Shop considered that there was no contract between the

22、two parties, since its fax to Sanyi Farm did not contain the price, which was one of the essential factors to be an effective offer.Required:In accordance with the Contract Law:(a) Explain the legal nature of the fax sent by Food Shop. (2 marks)(b) Describe the legal nature of the act to take delive

23、ry of the goods by Food Shop. (2 marks)(c) Explain whether there was a contract between the two parties. (2 marks)12、In relation to the English legal system:(a) explain and distinguish between: (i) primary legislation; and (ii) secondary/delegated legislation. (6 marks)(b) explain the powers of the

24、courts in relation to challenging the validity of primary and secondary/delegated legislation. (4 marks)13、In relation to the Property Law of China:(a) explain the legal basis for creating legitimate possession, and the rules for determining the matters arising from possession; (3 marks)(b) state th

25、e right of claim of a LEGITIMATE POSSESSOR against various tortuous activities that infringe upon or impair the possession, or damage the immovable or movable property under a legitimate possession; (4 marks)(c) state the rules of compensation to a RIGHT HOLDER for any immovable or movable damaged,

26、destroyed or lost by a possessor. (3 marks)14、In relation to the Company Law of China, explain the major rights of a shareholder of a limited liability company.15、In relation to the law of contract, explain:(a) the postal rule; (5 marks)(b) the doctrine of privity. (5 marks)16、Mr Ding and his friend

27、s intended to establish a joint stock company in international trade business and drafted a business proposal for further discussions with potential investors. Among other things the proposal contained the following items:(a) The proposed joint stock company would be invested by nine sponsors, four

28、sponsors from China and five sponsors from other Asian countries. Such arrangements would be of benefit to expand the Asian market. (3 marks)(b) The registered capital of the company would be RMB 100 million yuan, among which RMB 30 million yuan would be subscribed by nine sponsors and the remaining

29、 RMB 70 million yuan would be subscribed through an initial public offering (IPO). (4 marks)(c) All capital contributions by sponsors must be made in the form. of currency, as the joint stock company is to be incorporated through IPO. (3 marks)Required:Explain whether the above items (a), (b) and (c

30、) are in conformity with the relevant provisions of the Company Law.Note: The mark allocation is shown against each item.17、In relation to the Securities Law of China:(a) explain a takeover by offer of a listed company; (3 marks)(b) explain what happens after the expiration of the duration of the ta

31、keover by offer. (7 marks)18、In the context of companies in fi nancial diffi culty, distinguish between and explain the operation of:(a) compulsory winding up; (4 marks)(b) administration. (6 marks)19、Caz is a director of Dull plc, but she also carries out her own business as a wholesale supplier of

32、 specialist metals under the name of Era Ltd.Last year Dull plc entered into a contract to buy a large consignment of metal from Era Ltd. Caz attended the board meeting that approved the contract and voted in favour of it, without revealing any link with Era Ltd.Required:Analyse the situation explai

33、ning any potential liability that Caz may have in relation to the sale of the metal toDull plc by Era Ltd.(10 marks)20、In January 2011 Mr Fang, the owner of a private enterprise, entered into a loan agreement and a mortgage agreement with a local credit association (Credit Association) to borrow RMB

34、 2 million yuan for one year to meet the needs of his business operation, and provided his own house as the subject matter under the mortgage agreement. After the conclusion of the mortgage agreement, Mr Fang and Credit Association went to register the mortgage agreement with the local real estate r

35、egistration centre.In June 2011 Mr Fang leased the same house to Ms Lee for a period of two years.Due to the sudden change of the market and poor operation of his enterprise, Mr Fang was unable to repay the principal and interest as agreed when the loan matured at the end of January 2012. Credit Ass

36、ociation filed a lawsuit in the peoples court and obtained a judgement in favour of its claim for the principal RMB 2 million yuan plus interest.Credit Association then advised Ms Lee to leave the house, as it has been authorised by the peoples court to organise a public auction to sell the house fo

37、r the enforcement of the judgement. Ms Lee refused to leave the house on the grounds that the lease agreement was an effective one between Mr Fang and herself and would last until the end of June 2013. In addition, Credit Associations right of mortgagee should not affect her right under the lease ag

38、reement.Required:Answer the following questions in accordance with the relevant provisions of the Property Law, and give your reasons for your answer:(a) state whether Ms Lees grounds for refusal to leave the house can be established. (5 marks)(b) state how Ms Lee should deal with the current situat

39、ion. (5 marks)21、In relation to company law, explain:(a) the limitations on the use of company names; (4 marks)(b) the tort of passing off; (4 marks)(c) the role of the company names adjudicators under the Companies Act 2006. (2 marks)22、In relation to the Property Law of China:(a) explain divided c

40、o-ownership interest in buildings; (4 marks)(b) state any parts within a building or community that shall be owned by owners on the basis of co-ownership; (4 marks)(c) state the rules on the transfer of the privately owned residential or commercial properties in a co-owned building by the owner. (2

41、marks)23、In relation to the essential legal system of China:(a) explain the conditions under which the peoples congresses of provinces, autonomous regions and municipalities (provincial level peoples congresses) may enact local laws; (3 marks)(b) (i) explain the conditions under which Ministries and

42、 Commissions under the State Council may issue rules and regulations; (4 marks) (ii) state which shall prevail where there is a conflict between rules and regulations issued by Ministries and Commissions under the State Council and the local peoples congresses at provincial level. (3 marks)24、In Jan

43、uary 2008 Arti entered in a contractual agreement with Bee Ltd to write a study manual for an international accountancy bodys award. The manual was to cover the period from September 2008 till June 2009, and it was a term of the contract that the text be supplied by 30 June 2008 so that it could be

44、printed in time for September. By 30 May, Arti had not yet started on the text and indeed he had written to Bee Ltd stating that he was too busy to write the text.Bee Ltd was extremely perturbed by the news, especially as it had acquired the contract to supply all of theaccountancy bodys study manua

45、ls and had already incurred extensive preliminary expenses in relation to the publication of the new manual.Required:In the context of the law of contract, advise Bee Ltd whether they can take any action against Arti.(10 marks)25、Explain the documents necessary, and the procedure to be followed, in

46、registering a public limited company under the provisions of the Companies Act 2006.26、In relation to corporate behaviour and legal liabilities:(a) explain the doctrine of independent legal entity of a company; (4 marks)(b) state the system of disregard of corporate personality; (3 marks)(c) state t

47、he liabilities of a shareholder for abusing the doctrine of independent legal entity of a company. (3 marks)27、Dano Stock Co, a listed company listing in the securities market with total assets of RMB 600 million yuan, intended to merge with a limited liability company (LLC) in the form. of merger b

48、y absorption. LLC had total assets of RMB 250 million yuan and debts of RMB 50 million yuan, owed to a local electricity plant.Required:In accordance with the relevant provisions of the Company Law:(a) Describe the relevant voting requirement by the general shareholders meeting of Dano Stock Co to a

49、pprove the merger. (2 marks)(b) Explain why such a voting requirement by the general shareholders meeting is needed to pass a resolution. (2 marks)(c) State what right the creditors of the LLC should have once they receive notice of the company merger. (2 marks)28、In October 2008 Ronger Properties J

50、oint Stock Co successfully issued corporate bonds of RMB 12 million yuan for three years. By the end of 2010 the net assets of Ronger Properties Joint Stock Co were RMB 80 million yuan. During the past two years it has been able to repay the interests due for the corporate bonds.In order to expand i

51、ts business, the board of directors of Ronger Properties Joint Stock Co adopted a resolution intending to issue another set of corporate bonds to the public investors.Required:Answer the following questions in accordance with the relevant provisions of the Securities Law of China, and give your reas

52、ons for your answer:(a) State the maximum amount of corporate bonds Ronger Properties Joint Stock Co could issue for the proposed issuance. (5 marks)(b) State whether the proposed issuance of corporate bonds should be underwritten by an underwriting syndicate. (4 marks)(c) State the statutory period

53、 of underwriting for the proposed issuance. (1 mark)29、 In relation to the law of contract: (a) defi ne an offer; (5 marks) (b) explain the specifi c meaning and effect of (i) a counter-offer; (3 marks) (ii) a unilateral offer. (2 marks)30、Shenhua Company Ltd (Shenhua) has been buying products from

54、Kangyi Chemicals Company (Kangyi Chemicals) for more than one year. By the end of 2013, the two parties negotiated to settle the previous business transactions and confirmed that Shenhua owed an outstanding amount of RMB 800,000 yuan to Kangyi Chemicals.Several days later, Shenhua entered into an ag

55、reement with its holding company, namely Shenhua Holdings, to transfer all its debts of RMB 800,000 yuan due. In doing so, Shenhua neither notified Kangyi Chemicals, nor got a consent from Kangyi Chemicals.Having discovered this information, Kangyi Chemicals sent an email to Shenhua Holdings to inqu

56、ire whether Shenhuas debts had been transferred to Shenhua Holdings. Shenhua Holdings acknowledged the transfer but did not promise to settle the debts as a new debtor.Kangyi Chemicals filed a lawsuit against Shenhua Holdings for the unsettled RMB 800,000 yuan. Shenhua Holdings submitted the followi

57、ng defences: First, the transfer agreement between Shenhua and Shenhua Holdings was an invalid one as Shenhua failed to get prior consent, as required by the law, from Kangyi Chemicals before the completion of transfer. Second, the goods delivered by Kangyi Chemicals in the last six months contained

58、 material defects which caused loss and damage to Shenhua as the original counterparty.Required:Answer the following questions in accordance with the Contract Law, and give your reasons for your answers:(a) state whether the transfer agreement between Shenhua and Shenhua Holdings was a valid one; (6

59、 marks)(b) state whether Shenhua Holdings was entitled to submit its defence on the ground of the defects in the goods delivered by Kangyi Chemicals to Shenhua. (4 marks)31、In relation to employment law, explain the meaning of redundancy and the rules that govern it.(10 marks)32、In relation to the L

60、abour Contract Law of China, explain FOUR circumstances under which a labour contract terminates.33、In relation to the Contract Law of China:(a) explain a pre-contractual liability, and distinguish between this kind of liability and the liability for breach of contract; (6 marks)(b) state various co