1、ACCA考试 F4公司法与商法（Global）真题 2008年 6月及答案解析(总分：99.96，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)Explain the meaning and role of the following organisations:（分数：10.00）(1).(a) UNCITRAL; (5 marks) （分数：5.00）_(2).(b) UNIDROIT. (5 marks)（分数：5.00）_Within the context of the UN Convention on Contracts f
2、or the International Sale of Goods, explain:（分数：9.99）(1).(a) an offer; (4 marks) （分数：3.33）_(2).(b) an invitation to treat; (2 marks) （分数：3.33）_(3).(c) a counter-offer. (4 marks)（分数：3.33）_1.Within the context of the UN Convention on Contracts for the International Sale of Goods, explain when risk for
3、 loss or damage to goods passes from the seller to the buyer. (10 marks)（分数：10.00）_In the context of company law explain:（分数：10.00）(1).(a) the doctrine of separate personality and its consequences; (6 marks) （分数：5.00）_(2).(b) the circumstances under which separate personality will be ignored. (4 mar
4、ks)（分数：5.00）_In relation to company law explain the meaning of the following:（分数：9.99）(1).(a) ordinary shares; (3 marks) （分数：3.33）_(2).(b) preference shares; (3 marks) （分数：3.33）_(3).(c) debentures. (4 marks)（分数：3.33）_In relation to company law distinguish between:（分数：9.99）(1).(a) executive directors
5、; (4 marks) （分数：3.33）_(2).(b) non-executive directors; (3 marks) （分数：3.33）_(3).(c) shadow directors. (3 marks)（分数：3.33）_Explain the meaning of the following International Chamber of Commerce Incoterms: （分数：9.99）(1).(a) CIF; (4 marks) （分数：3.33）_(2).(b) CIP; (2 marks) （分数：3.33）_(3).(c) FOB. (4 marks)（
6、分数：3.33）_2.Axel, a German furniture manufacturer, ordered 2,000 metres (m) of a particularly high quality coloured cloth from Beni, an Italian cloth manufacturer. 1,000 m of the cloth was to be red and the other 1,000 m green. When the cloth was delivered Axel found that the green cloth had been rep
7、laced by blue cloth. In spite of the change in the colour Axel used all the cloth without informing Beni and managed to sell all the furniture covered with it at its usual price. However he refused to pay Beni the full contractual price for the blue cloth as it was not what he had ordered. Required:
8、 Assuming that the UN Convention on Contracts for the International Sale of Goods applies, explain the rights and liabilities of the parties involved. (10 marks)（分数：10.00）_3.Clare, Dan and Eve formed a partnership 10 years ago, although Clare was a sleeping partner and never had anything to do with
9、running the business. Last year Dan retired from the partnership. Eve has subsequently entered into two large contracts. The first one was with a longstanding customer Greg, who had dealt with the partnership for some five years. The second contract was with a new customer Hugh. Both believed that D
10、an was still a partner in the business. Both contracts have gone badly wrong leaving the partnership owing 50,000 to both Greg and Hugh. Unfortunately the business assets will only cover the first 50,000 of the debt. Required: Explain the potential liabilities of Clare, Dan, and Eve for the partners
11、hip debts. (10 marks)（分数：10.00）_Sid is a director of two listed public companies in which he has substantial shareholdings: Trend Co and Umber Co. The annual reports of both Trend Co and Umber Co have just been drawn up although not yet disclosed. They show that, Trend Co has made a surprisingly big
12、 loss and that Umber Co has made an equally surprising big profit. On the basis of this information Sid sold his shares in Trend Co and bought shares in Umber Co. He also advised his brother to buy shares in Umber Co. Vic who is also a shareholder in both companies sold a significant number of share
13、s in Umber Co only the day before its annual report was published. Required:（分数：10.00）(1).(a) Analyse the above scenario from the perspective of the law relating to insider dealing; (8 marks) （分数：5.00）_(2).(b) In particular advise Vic as to his position. (2 marks)（分数：5.00）_ACCA考试 F4公司法与商法（Global）真题
14、2008年 6月答案解析(总分：99.96，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)Explain the meaning and role of the following organisations:（分数：10.00）(1).(a) UNCITRAL; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) UNIDROIT. (5 marks)（分数：5.00）_正确答案：( )解析：Within the context of the UN Convention on Contracts for th
15、e International Sale of Goods, explain:（分数：9.99）(1).(a) an offer; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) an invitation to treat; (2 marks) （分数：3.33）_正确答案：( )解析：(3).(c) a counter-offer. (4 marks)（分数：3.33）_正确答案：( )解析：1.Within the context of the UN Convention on Contracts for the International Sale of
16、Goods, explain when risk for loss or damage to goods passes from the seller to the buyer. (10 marks)（分数：10.00）_正确答案：( )解析：In the context of company law explain:（分数：10.00）(1).(a) the doctrine of separate personality and its consequences; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the circumstances under
17、which separate personality will be ignored. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to company law explain the meaning of the following:（分数：9.99）(1).(a) ordinary shares; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) preference shares; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) debentures. (4 marks)（分数：3.33）_
18、正确答案：( )解析：In relation to company law distinguish between:（分数：9.99）(1).(a) executive directors; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) non-executive directors; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) shadow directors. (3 marks)（分数：3.33）_正确答案：( )解析：Explain the meaning of the following International Ch
19、amber of Commerce Incoterms: （分数：9.99）(1).(a) CIF; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) CIP; (2 marks) （分数：3.33）_正确答案：( )解析：(3).(c) FOB. (4 marks)（分数：3.33）_正确答案：( )解析：2.Axel, a German furniture manufacturer, ordered 2,000 metres (m) of a particularly high quality coloured cloth from Beni, an Itali
20、an cloth manufacturer. 1,000 m of the cloth was to be red and the other 1,000 m green. When the cloth was delivered Axel found that the green cloth had been replaced by blue cloth. In spite of the change in the colour Axel used all the cloth without informing Beni and managed to sell all the furnitu
21、re covered with it at its usual price. However he refused to pay Beni the full contractual price for the blue cloth as it was not what he had ordered. Required: Assuming that the UN Convention on Contracts for the International Sale of Goods applies, explain the rights and liabilities of the parties
22、 involved. (10 marks)（分数：10.00）_正确答案：( )解析：3.Clare, Dan and Eve formed a partnership 10 years ago, although Clare was a sleeping partner and never had anything to do with running the business. Last year Dan retired from the partnership. Eve has subsequently entered into two large contracts. The firs
23、t one was with a longstanding customer Greg, who had dealt with the partnership for some five years. The second contract was with a new customer Hugh. Both believed that Dan was still a partner in the business. Both contracts have gone badly wrong leaving the partnership owing 50,000 to both Greg an
24、d Hugh. Unfortunately the business assets will only cover the first 50,000 of the debt. Required: Explain the potential liabilities of Clare, Dan, and Eve for the partnership debts. (10 marks)（分数：10.00）_正确答案：( )解析：Sid is a director of two listed public companies in which he has substantial sharehold
25、ings: Trend Co and Umber Co. The annual reports of both Trend Co and Umber Co have just been drawn up although not yet disclosed. They show that, Trend Co has made a surprisingly big loss and that Umber Co has made an equally surprising big profit. On the basis of this information Sid sold his share
26、s in Trend Co and bought shares in Umber Co. He also advised his brother to buy shares in Umber Co. Vic who is also a shareholder in both companies sold a significant number of shares in Umber Co only the day before its annual report was published. Required:（分数：10.00）(1).(a) Analyse the above scenario from the perspective of the law relating to insider dealing; (8 marks) （分数：5.00）_正确答案：( )解析：(2).(b) In particular advise Vic as to his position. (2 marks)（分数：5.00）_正确答案：( )解析：
