1、ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2009 年 12 月及答案解析(总分：100.00，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 legal system of the Hong Kong Special Administrative Region, explain and distinguish legislation from delegated legislation. (10 marks)（分数：10.00）_In relation to contract la
2、w, explain the following: （分数：10.00）(1).(a) An offer. (5 marks) （分数：5.00）_(2).(b) An invitation to treat. (5 marks)（分数：5.00）_2.In relation to the law of tort, discuss the following statement: The victim of a tortious act can only claim for the type of damages which are reasonably foreseeable by a re
3、asonable man. (10 marks)（分数：10.00）_In relation to agency law, explain the following: （分数：10.00）(1).(a) The actual authority of an agent. (8 marks) （分数：5.00）_(2).(b) The importance for agents to act within their authority. (2 marks)（分数：5.00）_In relation to company law: （分数：10.00）(1).(a) Explain the r
4、esolutions required for changing the authorised capital of a company. (5 marks) （分数：5.00）_(2).(b) Explain the period of notice for a members meeting to pass resolutions, and the content of such a notice. (5 marks)（分数：5.00）_In relation to company law: （分数：10.00）(1).(a) Explain: (i) Authorised capital
5、; (3 marks) (ii) Premium. (2 marks) （分数：5.00）_(2).(b) Explain and distinguish a share from a debenture. (5 marks)（分数：5.00）_In relation to the winding-up of a company: （分数：10.00）(1).(a) State the grounds for a compulsory winding-up. (4 marks) （分数：5.00）_(2).(b) Explain the following: The major differe
6、nce between a voluntary winding-up and an involuntary winding-up lies in the extent of the involvement of creditors, contributories and the court. (6 marks)（分数：5.00）_3.Andy and Beauty have been clerks of a company for one year. It is the rule of the company that the employees have to be punctual in
7、reporting for their duties. Yesterday, both Andy and Beauty were late for the offi ce by fi ve minutes. The reason for Andys lateness was that he had to take his mother to the hospital. It was the fi rst time that Andy was late for the office. Beauty had given no explanation for her lateness. It was
8、 also the third time within the same month that Beauty was in breach of the rule. During the previous two occasions, the company had issued written warnings against Beauty. The company is now considering dismissing both Andy and Beauty for being late for the office. Required: In relation to employme
9、nt law, advise the company as to whether the company can dismiss both Andy and Beauty summarily by reason of being late. (10 marks)（分数：10.00）_4.Two years ago, David, Edward and Fred formed a partnership for the purpose of running a garment trading business in a shop, by a partnership agreement in wr
10、iting. Fred has never taken part in the management of the business even though he made the same fi nancial contribution to the partnership as other partners. Ever since last year, David and Edward have made use of the shop and the services of the employees of the partnership to carry on a sports equ
11、ipment trading business. David and Edward have never informed Fred about the sports equipment business and shared with Fred the profit they earned from the sports equipment business. Fred has just learnt about the sports equipment business and requested David and Edward to let him inspect the accoun
12、ts of the partnership. Fred has also demanded that David and Edward share the profi t they have earned from the sports equipment business. Required: In relation to partnership law, advise David and Edward as to Freds right to inspect the accounts of the partnership and share the profi t they have ea
13、rned from the sports equipment business. (10 marks)（分数：10.00）_5.Two years ago, Collins was a director of Computer Ltd before he resigned his offi ce and incorporated his own company (Collins Company). Before he left Computer Ltd, he had been responsible for negotiating with Hardware Ltd over a proje
14、ct (the Project). The Project was about the setting up of product lines by Computer Ltd for manufacturing computer hardware for Hardware Ltd. Before Collinss resignation, the two companies had not agreed on the number of the product lines to be set up, the nature of hardware to be manufactured and t
15、he contracting price that Hardware Ltd would pay to Computer Ltd for the manufacturing. A week ago, Hardware Ltd approached Collins and entered into a contract with Collins Company. Under the contract, Collins Company agreed to set up two product lines to manufacture computer processors for Hardware
16、 Ltd at a cost. Required: In relation to company law, advise Collins as to whether he has breached the directors duties he owed to Computer Ltd. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2009 年 12 月答案解析(总分：100.00，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 legal s
17、ystem of the Hong Kong Special Administrative Region, explain and distinguish legislation from delegated legislation. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to contract law, explain the following: （分数：10.00）(1).(a) An offer. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) An invitation to treat. (5 mark
18、s)（分数：5.00）_正确答案：( )解析：2.In relation to the law of tort, discuss the following statement: The victim of a tortious act can only claim for the type of damages which are reasonably foreseeable by a reasonable man. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to agency law, explain the following: （分数：10
19、.00）(1).(a) The actual authority of an agent. (8 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The importance for agents to act within their authority. (2 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain the resolutions required for changing the authorised capital of a company.
20、 (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the period of notice for a members meeting to pass resolutions, and the content of such a notice. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain: (i) Authorised capital; (3 marks) (ii) Premium. (2 marks) （分数：5.00）_正
21、确答案：( )解析：(2).(b) Explain and distinguish a share from a debenture. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the winding-up of a company: （分数：10.00）(1).(a) State the grounds for a compulsory winding-up. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the following: The major difference between a
22、voluntary winding-up and an involuntary winding-up lies in the extent of the involvement of creditors, contributories and the court. (6 marks)（分数：5.00）_正确答案：( )解析：3.Andy and Beauty have been clerks of a company for one year. It is the rule of the company that the employees have to be punctual in rep
23、orting for their duties. Yesterday, both Andy and Beauty were late for the offi ce by fi ve minutes. The reason for Andys lateness was that he had to take his mother to the hospital. It was the fi rst time that Andy was late for the office. Beauty had given no explanation for her lateness. It was al
24、so the third time within the same month that Beauty was in breach of the rule. During the previous two occasions, the company had issued written warnings against Beauty. The company is now considering dismissing both Andy and Beauty for being late for the office. Required: In relation to employment
25、law, advise the company as to whether the company can dismiss both Andy and Beauty summarily by reason of being late. (10 marks)（分数：10.00）_正确答案：( )解析：4.Two years ago, David, Edward and Fred formed a partnership for the purpose of running a garment trading business in a shop, by a partnership agreeme
26、nt in writing. Fred has never taken part in the management of the business even though he made the same fi nancial contribution to the partnership as other partners. Ever since last year, David and Edward have made use of the shop and the services of the employees of the partnership to carry on a sp
27、orts equipment trading business. David and Edward have never informed Fred about the sports equipment business and shared with Fred the profit they earned from the sports equipment business. Fred has just learnt about the sports equipment business and requested David and Edward to let him inspect th
28、e accounts of the partnership. Fred has also demanded that David and Edward share the profi t they have earned from the sports equipment business. Required: In relation to partnership law, advise David and Edward as to Freds right to inspect the accounts of the partnership and share the profi t they
29、 have earned from the sports equipment business. (10 marks)（分数：10.00）_正确答案：( )解析：5.Two years ago, Collins was a director of Computer Ltd before he resigned his offi ce and incorporated his own company (Collins Company). Before he left Computer Ltd, he had been responsible for negotiating with Hardwa
30、re Ltd over a project (the Project). The Project was about the setting up of product lines by Computer Ltd for manufacturing computer hardware for Hardware Ltd. Before Collinss resignation, the two companies had not agreed on the number of the product lines to be set up, the nature of hardware to be
31、 manufactured and the contracting price that Hardware Ltd would pay to Computer Ltd for the manufacturing. A week ago, Hardware Ltd approached Collins and entered into a contract with Collins Company. Under the contract, Collins Company agreed to set up two product lines to manufacture computer processors for Hardware Ltd at a cost. Required: In relation to company law, advise Collins as to whether he has breached the directors duties he owed to Computer Ltd. (10 marks)（分数：10.00）_正确答案：( )解析：
