[简答题]A company, ABC Limited, engaged in the production of microchips for the South American market, has encountered diffi culties due to a material reduction in orders. Despite the circumstances, Peter, the sole director, has continued to enter into obligations with suppliers. Creditors are considering taking action against the company and against Peter. Required: (a) Explain whether there are grounds for taking action against Peter for fraudulent trading; (5 marks)

[简答题]A company, ABC Limited, engaged in the production of microchips for the South American market, has encountered diffi culties due to a material reduction in orders. Despite the circumstances, Peter, the sole director, has continued to enter into obligations with suppliers. Creditors are considering taking action against the company and against Peter. Required: (b) Explain the implications of a disqualifi cation order and state whether such a disqualifi cation order could be issued against Peter in his capacity as director. (5 marks)

[简答题]ABC Limited is a private company limited by shares, which has adopted Table A as its articles of association. The authorised and issued share capital of ABC Limited is EUR 10,000 divided into 5,000 Class ‘A’ shares of EUR 1 each and 5,000 Class ‘B’ shares of EUR 1 each. Class ‘A’ shares enjoy preferential rights over dividends and repayment of capital. Mary holds 4,000 Class ‘A’ shares and 4,000 Class ‘B’ shares; Tim holds 500 Class ‘A’ shares and 1,000 Class ‘B’ shares; and John holds 500 Class ‘A’ shares. Mary wishes to remove the preferential rights attached to Class ‘A’ shares but Tim opposes. Required: Advise Tim. (10 marks)

[简答题]ABC WIRELESS Ltd is a private company limited by shares which was registered in August 2006 with authorised share capital CY￡1.000. A&B CABLE Ltd is subsidiary to ABC WIRELESS Ltd. Paul, Mary and Tim are the directors of ABC WIRELESS Ltd, and ABC WIRELESS Ltd is the director of A&B CABLE Ltd. In February 2007, when the issued share capital of ABC WIRELESS Ltd was CY￡800, the directors decided to raise money in order to finance the activities of ABC WIRELESS Ltd. Paul suggested that the company should issue shares at a discount, in order to attract existing shareholders to subscribe for new shares. Mary suggested that ABC WIRELESS Ltd should make a loan from its subsidiary, A&B CABLE Ltd, in which case a fixed charge could be created on the book debts of ABC WIRELESS Ltd. Required: Advise Tim as to the feasibility and procedure required to implement each of the suggestions of Paul and Mary respectively. (10 marks)

[简答题]ABC Limited is a private limited liability company having 99% of its issued shares subscribed to by John Abela and the remaining 1% by his brother Paul Abela. Paul Abela also holds the post of director together with his brother. Paul Abela passed away in January 2007 leaving his brother John Abela as his sole heir. Despite such events ABC Limited has continued to trade. Required: (a) Explain whether ABC Limited can continue to exist with a sole shareholder; and (4 marks)

[简答题]Duffy Limited is a private company limited by shares, with a share capital of EUR 1,000,000, divided into shares of EUR 1 each. Duffy Limited adopted Table A of Cap. 113 as its Articles of Association. Duffy Limited invested its share capital in listed company bonds and shares and, one and a half years later, it made a profit of EUR 100,000. The company had no other transactions. Dona, who is the sole shareholder of Duffy Limited, wishes immediate distribution of the profit to her, before the end of the company’s financial year. Dona further anticipates the reduction in the scale of Duffy Limited’s operations on completion of its current financial year, and as a result Duffy Limited will only need a capital of EUR 500,000 for its business. Required: Advise Dona as to her legal rights and procedures necessary to distribute among herself: (a) the amount of EUR 100,000 before the end of the company’s financial year; and (4 marks)

[简答题]ABC Ltd is a private limited liability company which carries on business in the tourism industry. ABC Ltd has adopted Table A as its articles of association. The only assets which ABC Ltd holds are two hotels, which are both in operation. Due to the global economic crisis, ABC Ltd faces fi nancial diffi culties. Amanda, who is one of the directors of ABC Ltd, is contemplating ways to help ABC Ltd raise money. Required: Advise Amanda on the ways ABC Ltd may raise money. (10 marks)

[简答题]ABC Sdn Bhd is a small private limited company with five shareholders. Its directors are Ali and Balu. Its objects clause states as follows: (i) to manufacture and sell biscuits; (ii) to buy and sell wooden furniture; and (iii) to carry on any other business, which in the opinion of the board of directors can be carried on with the above businesses of the company. In April 2011, ABC Sdn Bhd entered into a contract with XYZ Sdn Bhd, a steel manufacturing company, for the purchase of 90,000 kilograms of steel. The steel will be delivered to ABC Sdn Bhd next month. The decision to purchase the steel was made by Ali and Balu with the intention of making the company branch off into the manufacture of steel cabinets and other office equipment made of steel. Charles, a shareholder, believes that the contract for the purchase of the steel is outside the scope of the objects clause of ABC Sdn Bhd. He seeks your advice in respect of this matter. Required: Advise Charles on:(a) whether the

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SIMON BROTHERS COMPANY LIMITED
232 Lincosin Road, Boston, MA 01256 U.S.A.
Contract No. 1354
Date: December 23, 2010

Simon Brothers’ Company Limited the employer, hereby employs Li Hua, the employee, to perform duties as stated below, in consideration for which the employer will pay the employee at the rate of U.S. $2,000 per month and, in addition, compensate him for any other expenses incurred by him when he is carrying out his duties.
In keeping with the above-mentioned remuneration, the employee shall agree to carry out the following duties, to negotiate with Chinese authorities about the cooperation between Simon’s group and China; to arrange for the visits of John Simon, president, and other executives to China; to act as authorized representative in any inquiries from Chinese parties.
In this employment, the employee shall act honestly, laboriously

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