1、ACCA考试 F4公司法与商法（Hong+Kong）真题 2011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：10，分数：100.00)1.In relation to the sources of law in the Hong Kong Special Administrative Region (the HKSAR), discuss the following: While statutory law is made by the Legislative Council, it is case law that
2、 gives meaning to the words of statutory law. (10 marks)（分数：10.00）_In relation to contract law, explain the following: （分数：10.00）(1).(a) The postal rule. (5 marks) （分数：5.00）_(2).(b) The doctrine of privity. (5 marks)（分数：5.00）_In relation to the law of obligations: （分数：10.00）(1).(a) Explain the natur
3、e of contractual liabilities. (3 marks) （分数：5.00）_(2).(b) Explain and distinguish the meaning of tort and tortious liabilities from criminal liabilities. (7 marks)（分数：5.00）_In relation to agency law, explain: （分数：10.00）(1).(a) The usual authority of an agent. (5 marks) （分数：5.00）_(2).(b) The creation
4、 of agency relationship by ratification. (5 marks)（分数：5.00）_2.In relation to Companies Ordinance (Cap 32), explain the scope of duties of care that a companys auditor needed to attain in order to discharge the duties to the company properly. (10 marks)（分数：10.00）_In relation to the prospectus of a co
5、mpany: （分数：10.00）(1).(a) State the statutory definition of a prospectus. (3 marks) （分数：5.00）_(2).(b) Describe the content of a prospectus. (7 marks)（分数：5.00）_In relation to fraudulent behaviour: （分数：10.00）(1).(a) Explain the nature of money laundering. (4 marks) （分数：5.00）_(2).(b) Explain the legal c
6、ontrol of money laundering under the Drug Trafficking (Recovery of Proceeds) Ordinance (Cap 405). (6 marks)（分数：5.00）_3.David and Eddy had been friends working together for a long time. Both of them are construction workers. As regard the practice between them, it was David who entered into contracts
7、 with the construction companies. Afterwards, the contracts were performed by both of them. All the tools for performing the contracts were supplied and arranged by David. David would pay Eddy his part of remuneration for the performance of each of the contracts before David received the whole contr
8、act sum from the construction company. Last month, Eddy suffered injury when he worked on a contracted job on a construction site. Under the law, an employer has to pay his employee compensation if the employee suffers personal injury in the course of performing the employment contracts. David has r
9、efused to pay Eddy employee compensation on the ground that they were working together as partners. Required: In relation to employment law, advise Eddy as to his entitlement for employee compensation from David. (10 marks)（分数：10.00）_4.Aaron, Bill and Carol were partners in a partnership named Aaron
10、, Bill, Carol & Co. Carol retired from the partnership in May this year. One month after Carols retirement, under the name of the partnership and without informing or consulting Carol, Bill and Aaron entered into a loan agreement (the Loan Agreement) with a bank (the Bank), which was the first time
11、the partnership had done business with the Bank. Pursuant to the Loan Agreement, the Bank lent to the partnership the sum of HKG $3 million (the Loan). The partnership has been unable to repay the Loan, and the Bank has decided to commence legal action against Carol for the repayment. Required: In r
12、elationship to partnership law: Advise Carol as to whether she would be liable for the repayment of the Loan. Note: You may assume that the partners had authority to enter into the Loan Agreement. (10 marks)（分数：10.00）_5.John had been a director of Computer Service Ltd (CS Ltd) before he resigned fro
13、m the company a year ago. During Johns office, Software Ltd had been an important client of CS Ltd and John had been the person responsible for liaising with Software Ltd. About two years ago, there was a dispute between the chairman of the board of directors of CS Ltd and the majority shareholders
14、of Software Ltd. Ever since then, Software Ltd has stopped using the services of CS Ltd. One month ago, Software Ltd learned that John has set up his own company as a sole proprietor, which provides services similar to those of CS Ltd. Software Ltd has just entered into a service contract with John
15、under which John agreed to provide the services. John has earned profit from the contract. Required: In relation to company law, advise John as to whether he needs to account for the profit he earned from the contract with Software Ltd to CS Ltd. (10 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Hong+Kong）真题 201
16、1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：10，分数：100.00)1.In relation to the sources of law in the Hong Kong Special Administrative Region (the HKSAR), discuss the following: While statutory law is made by the Legislative Council, it is case law that gives meaning to the words of st
17、atutory law. (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) The postal rule. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The doctrine of privity. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of obligations: （分数：10.00）(1).(a) Explain the natur
18、e of contractual liabilities. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain and distinguish the meaning of tort and tortious liabilities from criminal liabilities. (7 marks)（分数：5.00）_正确答案：( )解析：In relation to agency law, explain: （分数：10.00）(1).(a) The usual authority of an agent. (5 marks) （分数：5.00
19、）_正确答案：( )解析：(2).(b) The creation of agency relationship by ratification. (5 marks)（分数：5.00）_正确答案：( )解析：2.In relation to Companies Ordinance (Cap 32), explain the scope of duties of care that a companys auditor needed to attain in order to discharge the duties to the company properly. (10 marks)（分数：
20、10.00）_正确答案：( )解析：In relation to the prospectus of a company: （分数：10.00）(1).(a) State the statutory definition of a prospectus. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the content of a prospectus. (7 marks)（分数：5.00）_正确答案：( )解析：In relation to fraudulent behaviour: （分数：10.00）(1).(a) Explain th
21、e nature of money laundering. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the legal control of money laundering under the Drug Trafficking (Recovery of Proceeds) Ordinance (Cap 405). (6 marks)（分数：5.00）_正确答案：( )解析：3.David and Eddy had been friends working together for a long time. Both of them are
22、 construction workers. As regard the practice between them, it was David who entered into contracts with the construction companies. Afterwards, the contracts were performed by both of them. All the tools for performing the contracts were supplied and arranged by David. David would pay Eddy his part
23、 of remuneration for the performance of each of the contracts before David received the whole contract sum from the construction company. Last month, Eddy suffered injury when he worked on a contracted job on a construction site. Under the law, an employer has to pay his employee compensation if the
24、 employee suffers personal injury in the course of performing the employment contracts. David has refused to pay Eddy employee compensation on the ground that they were working together as partners. Required: In relation to employment law, advise Eddy as to his entitlement for employee compensation
25、from David. (10 marks)（分数：10.00）_正确答案：( )解析：4.Aaron, Bill and Carol were partners in a partnership named Aaron, Bill, Carol & Co. Carol retired from the partnership in May this year. One month after Carols retirement, under the name of the partnership and without informing or consulting Carol, Bill
26、and Aaron entered into a loan agreement (the Loan Agreement) with a bank (the Bank), which was the first time the partnership had done business with the Bank. Pursuant to the Loan Agreement, the Bank lent to the partnership the sum of HKG $3 million (the Loan). The partnership has been unable to rep
27、ay the Loan, and the Bank has decided to commence legal action against Carol for the repayment. Required: In relationship to partnership law: Advise Carol as to whether she would be liable for the repayment of the Loan. Note: You may assume that the partners had authority to enter into the Loan Agre
28、ement. (10 marks)（分数：10.00）_正确答案：( )解析：5.John had been a director of Computer Service Ltd (CS Ltd) before he resigned from the company a year ago. During Johns office, Software Ltd had been an important client of CS Ltd and John had been the person responsible for liaising with Software Ltd. About t
29、wo years ago, there was a dispute between the chairman of the board of directors of CS Ltd and the majority shareholders of Software Ltd. Ever since then, Software Ltd has stopped using the services of CS Ltd. One month ago, Software Ltd learned that John has set up his own company as a sole proprie
30、tor, which provides services similar to those of CS Ltd. Software Ltd has just entered into a service contract with John under which John agreed to provide the services. John has earned profit from the contract. Required: In relation to company law, advise John as to whether he needs to account for the profit he earned from the contract with Software Ltd to CS Ltd. (10 marks)（分数：10.00）_正确答案：( )解析：
