1、ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2008 年 6 月及答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.In relation to the Hong Kong Special Administrative Region (the Region), explain the importance of the Basic Law to the Region. (10 marks)（分数：10.00）_2.In relation to the Partnership Ordinance (
2、Cap 38), explain the duties owed by a partner to the other partners of a partnership. (10 marks)（分数：10.00）_In relation to the Employment Ordinance (Cap 57), explain the following: （分数：10.00）(1).(a) A continuous contract and its importance. (4 marks) （分数：5.00）_(2).(b) The difference between the termi
3、nation of employment contracts by choice and by breach. (6 marks)（分数：5.00）_In relation to the law of tort, explain the following terms: （分数：10.00）(1).(a) The tort of passing off regarding the use of the name of a company. (5 marks) （分数：5.00）_(2).(b) Causation. (5 marks)（分数：5.00）_In relation to corpo
4、rate governance and the duty of disclosure under s.341 of the Securities and Futures Ordinance (Cap 571): （分数：9.99）(1).(a) Explain the duty of disclosure. (4 marks) （分数：3.33）_(2).(b) Explain the persons being bound by the duty of disclosure. (5 marks) （分数：3.33）_(3).(c) State the consequence of faili
5、ng to fulfil the duty of disclosure. (1 mark)（分数：3.33）_In relation to company law: （分数：10.00）(1).(a) Explain and distinguish between an annual general meeting and an extraordinary general meeting. (6 marks) （分数：5.00）_(2).(b) Explain what is a share. (4 marks)（分数：5.00）_In relation to company law: （分数
6、：10.00）(1).(a) Explain the memorandum and articles of association of a company and the interrelationship between them. (4 marks) （分数：5.00）_(2).(b) State and explain the compulsory clauses in the memorandum. (6 marks)（分数：5.00）_3.Brian is Pauls father. In January this year, Paul orally agreed with Bri
7、an to decorate Brians apartment at cost. Subsequently, they signed a written agreement, which reflected all the terms that they had agreed. In April, Paul completed the decoration. However, Brian has refused to pay to Paul the cost. Required: In relation to contract law, advise Paul as to whether he
8、 can commence legal action against Brian to recover the cost. (10 marks)（分数：10.00）_4.Daniel had been the owner of a restaurant, which is named Daniel Restaurant, before he sold the restaurant to Eddy two years ago (the sale). Ever since the restaurant started business, all the food of the restaurant
9、 has been supplied by Mary. Mary has only dealt with Daniel regarding the sale and the settlement of the price relating to the food supplied to the restaurant. After the sale, Daniel continued to work in the restaurant in the same way as he used to do. The name of the restaurant remained the same as
10、 before and Daniel was still the holder of the business certificate and the licence of the restaurant. Last week, the restaurant failed to settle the price for some of the food. Mary had no knowledge that the business of the restaurant had changed hands and that Eddy was the true owner of the restau
11、rant (the facts) until Daniel told her the facts this morning for the first time. Required: In relation to agency law, advise Mary as to the proper persons against whom legal action may be commenced for the recovery of the price. (10 marks)（分数：10.00）_5.Allan, Beauty and Collins were partners of a pa
12、rtnership before they incorporated ABC Ltd to replace the business of the partnership. They are the directors and the shareholders of the company, and each of them holds one third of the companys shares. The company adopts Table A of the Companies Ordinance (Cap 32) as its articles of association. A
13、bout one month ago, by a properly convened shareholders meeting, it was resolved that Beauty and Collins were to take full responsibility for the management of the company. The resolution was objected to by Allan when it was passed. Required: Advise Allan as to whether any unfairly prejudicial condu
14、ct has been committed by Beauty and Collins. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2008 年 6 月答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.In relation to the Hong Kong Special Administrative Region (the Region), explain the importance of the Basic Law to the Region.
15、(10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to the Partnership Ordinance (Cap 38), explain the duties owed by a partner to the other partners of a partnership. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to the Employment Ordinance (Cap 57), explain the following: （分数：10.00）(1).(a) A continuous co
16、ntract and its importance. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The difference between the termination of employment contracts by choice and by breach. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of tort, explain the following terms: （分数：10.00）(1).(a) The tort of passing off regarding the
17、 use of the name of a company. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Causation. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to corporate governance and the duty of disclosure under s.341 of the Securities and Futures Ordinance (Cap 571): （分数：9.99）(1).(a) Explain the duty of disclosure. (4 marks) （分数：
18、3.33）_正确答案：( )解析：(2).(b) Explain the persons being bound by the duty of disclosure. (5 marks) （分数：3.33）_正确答案：( )解析：(3).(c) State the consequence of failing to fulfil the duty of disclosure. (1 mark)（分数：3.33）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain and distinguish between an
19、annual general meeting and an extraordinary general meeting. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain what is a share. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain the memorandum and articles of association of a company and the interrelationship between t
20、hem. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State and explain the compulsory clauses in the memorandum. (6 marks)（分数：5.00）_正确答案：( )解析：3.Brian is Pauls father. In January this year, Paul orally agreed with Brian to decorate Brians apartment at cost. Subsequently, they signed a written agreement, whic
21、h reflected all the terms that they had agreed. In April, Paul completed the decoration. However, Brian has refused to pay to Paul the cost. Required: In relation to contract law, advise Paul as to whether he can commence legal action against Brian to recover the cost. (10 marks)（分数：10.00）_正确答案：( )解
22、析：4.Daniel had been the owner of a restaurant, which is named Daniel Restaurant, before he sold the restaurant to Eddy two years ago (the sale). Ever since the restaurant started business, all the food of the restaurant has been supplied by Mary. Mary has only dealt with Daniel regarding the sale an
23、d the settlement of the price relating to the food supplied to the restaurant. After the sale, Daniel continued to work in the restaurant in the same way as he used to do. The name of the restaurant remained the same as before and Daniel was still the holder of the business certificate and the licen
24、ce of the restaurant. Last week, the restaurant failed to settle the price for some of the food. Mary had no knowledge that the business of the restaurant had changed hands and that Eddy was the true owner of the restaurant (the facts) until Daniel told her the facts this morning for the first time.
25、 Required: In relation to agency law, advise Mary as to the proper persons against whom legal action may be commenced for the recovery of the price. (10 marks)（分数：10.00）_正确答案：( )解析：5.Allan, Beauty and Collins were partners of a partnership before they incorporated ABC Ltd to replace the business of
26、the partnership. They are the directors and the shareholders of the company, and each of them holds one third of the companys shares. The company adopts Table A of the Companies Ordinance (Cap 32) as its articles of association. About one month ago, by a properly convened shareholders meeting, it wa
27、s resolved that Beauty and Collins were to take full responsibility for the management of the company. The resolution was objected to by Allan when it was passed. Required: Advise Allan as to whether any unfairly prejudicial conduct has been committed by Beauty and Collins. (10 marks)（分数：10.00）_正确答案：( )解析：
