试卷详情
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ACCA考试F4公司法与商法(China)真题2010年12月
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[多项选择]In relation to the Securities Law of China:(a) explain the term sponsor in underwriting securities; (2 marks)
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[多项选择]In relation to the Labour Contract Law of China:(a) state the various powers of the labour administration in exercising its supervisory and examining functions; (2 marks)
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[多项选择]In 2009 Mr Lee and the villager committee entered into a contract for the management of land, under which he obtained the right to manage the contracted piece of land in a small mountain for 30 years. The contract was duly registered with the relevant government authority in light of the Property Law.
One day when Mr Lee was planting trees on the mountain, he accidentally found a small coal mine in the mountain. Having discovered this information many villagers rushed to the mountain to exploit coal for sale. Mr Lee demanded the villagers stop the exploitation of coal, on the ground that he has been a legitimate holder of the right of management of land. Therefore, he should be a lawful holder of right to the coal mine under the land. On the other hand, the villagers refused to accept Mr Lee’s position and insisted that Mr Lee’s right to management of land would not extend to natural resources under the land. They held that the coal mine should be the common property of the villagers
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[多项选择]In relation to the Company Law of China:(a) state the basic rules regarding the shareholders of:
(i) a general limited liability company; (2 marks)
(ii) a sole-person limited liability company and a wholly state-owned company; and (2 marks)
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[多项选择]Kingmart Joint Stock Company (Kingmart Company) was a listed joint stock company listing in Shanghai Securities Exchange, with total assets of RMB 500 million yuan; while Dahua Limited Liability Company’s (Dahua Company) registered capital was RMB 160 million yuan. At the end of 2009 the board of directors of Kingmart Company adopted a special board of directors’ resolution to merge with Dahua Company in a form of merger by absorption. After the completion of the merger plan Dahua Company would be dissolved.
For the purpose of carrying forward the merger plan, Kingmart Company and Dahua Company should take some procedural steps before the merger plan could be implemented and settle the credit and/or debt of these two companies with other parties.
Required:
Answer the following questions in accordance with the relevant provisions of the Company Law, and give reasons for your answer:(a) state the relevant voting requirement by the general shareholders’ meeting; (3 marks)
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[多项选择]In relation to the Property Law of China:
(b) state THREE conditions to be met for a party to claim the right of lien. (6 marks)
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[多项选择]In relation to the Securities Law of China:(c) state the various legal liabilities of a sponsor, in providing professional services, for his wrong doings or failure to perform his functions. (6 marks)
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[多项选择]In relation to the Enterprises Bankruptcy Law of China, state the legal effect of the acceptance of an application for bankruptcy by the court:(a) in terms of the preservative measures against the assets of the debtor; (4 marks)
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[多项选择]In relation to the Labour Contract Law of China:(b) state any FOUR kinds of situations under which the labour administration may issue administrative orders to an employer for violations of Labour Contract Law. (8 marks)
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[多项选择]In relation to the Civil Procedure Law of China:(a) explain the term exclusive jurisdiction; (2 marks)
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[多项选择]In relation to the Securities Law of China:(b) state the objective of the legislation to set up the system of sponsorship in underwriting securities; (2 marks)
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[多项选择]In relation to the Civil Procedure Law of China:(b) state the major legal characteristics of exclusive jurisdiction, in terms of:
(i) the basis of exclusive jurisdiction; and (4 marks)
(ii) the effect of the rule of exclusive jurisdiction. (4 marks)
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[多项选择]In relation to the Contract Law of China:(b) explain and distinguish between termination of contract and dissolution of contract. (8 marks)
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[多项选择]In relation to the Property Law of China:
(a) explain the term right of lien; (4 marks)
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[多项选择]In relation to the Company Law of China:(b) state the requirements for capital of:
(i) a general limited liability company; (2 marks)
(ii) a sole-person limited liability company; and (2 marks)
(iii) a company with exclusive state-ownership. (2 marks)
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[简答题]In relation to the Contract Law of China:(a) explain the term termination of contract; (2 marks)