1、ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2011 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：10，分数：100.00)In relation to the Hong Kong Legal System: （分数：10.00）(1).(a) Explain the doctrine of precedent and the operation of the doctrine in the court system of the Hong Kong Special Administrative Reg
2、ion (HKSAR) (6 marks) （分数：5.00）_(2).(b) Explain the circumstances under which the doctrine of precedent is not applicable. (4 marks)（分数：5.00）_In relation to contract law, explain the following: （分数：10.00）(1).(a) (i) Void contracts; (2 marks) (ii) Voidable contracts; and (2 marks) (iii) Unenforceable
3、 contracts. (2 marks) （分数：5.00）_(2).(b) Past consideration is not valid consideration. (4 marks)（分数：5.00）_1.In relation to agency law, explain the doctrine of apparent/ostensible authority.(10 marks)（分数：10.00）_In relation to partnership law, explain: （分数：10.00）(1).(a) the liabilities of general part
4、ners towards the debts and obligations of the partnership incurred while they are a partner; and (4 marks) （分数：5.00）_(2).(b) what is a limited partnership. (6 marks)（分数：5.00）_In relation to company law: （分数：9.99）(1).(a) Explain what is a fixed charge. (5 marks) （分数：3.33）_(2).(b) Explain the advantag
5、es of holding a fixed charge. (3 marks) （分数：3.33）_(3).(c) Explain the statutory requirement for the registration of a charge. (2 marks)（分数：3.33）_In relation to the constitutional documents of a company: （分数：10.00）(1).(a) Explain the compulsory clauses in the memorandum of association. (6 marks) （分数：
6、5.00）_(2).(b) Explain the effect of the memorandum of association and articles of association, and the relationship between them. (4 marks)（分数：5.00）_In relation to insider dealing: （分数：10.00）(1).(a) State the circumstances under which a person commits insider dealing. (6 marks) （分数：5.00）_(2).(b) Exp
7、lain the meaning of relevant information. (4 marks)（分数：5.00）_(1).The employment contract of a company provides, among other things, that the employer can terminate the contract by four days notice after one month probation period (the Clause). Required: (a) In relation to employment law, advise the
8、company as to the legal effect of the Clause. (5 marks)（分数：5.00）_(2).Smith has been an employee of the company for two years. The company has just discovered that Smith had stolen the property of the company several times. Required: (b) In relation to employment law, advise the company as to whether
9、 any notice period is required for the company to terminate the employment contract between the company and Smith by reason of the misbehaviour of Smith. (5 marks)（分数：5.00）_2.Andrew is an auditor. Last year, a bank paid him for a reference from him regarding the creditworthiness of a company. In the
10、 reference, Andrew negligently gave a reference stating that the creditworthiness of the company was good. Relying on the reference, the bank granted a loan to the company. However, by reason of a global financial crisis, the company has just been wound up by the creditors and is unable to repay the
11、 loan to the bank. Required: In relation to professional negligence, advise Andrew as to whether he is liable for the loss suffered by the bank. (10 marks)（分数：10.00）_Property Ltd is a company, which was incorporated in Hong Kong two years ago and adopts the current version of Table A of the Companie
12、s Ordinance (Cap 32) as its articles of association. The company does not state its object in its memorandum of association. The company now mainly engages in the car retailing business. Elton is a minority shareholder of the company. Recently, he heard from other shareholders that the board of dire
13、ctors intends to pass a resolution to widen the scope of business of the company by making investment in the real property market. The purpose of the resolution is to increase the source of income and hence the profit of the company. Elton and some other shareholders are not comfortable with such a
14、decision of the board. Required: Advise Elton on the following: （分数：10.00）(1).(a) Whether he can commence a legal action to stop the board from exercising its power to pass the resolution. (6 marks) （分数：5.00）_(2).(b) Other than commencing a legal action, whether there is any other way through which
15、the board of directors may be stopped from passing the resolution. (4 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2011 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：10，分数：100.00)In relation to the Hong Kong Legal System: （分数：10.00）(1).(a) Explain the doctrine of precedent and the oper
16、ation of the doctrine in the court system of the Hong Kong Special Administrative Region (HKSAR) (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the circumstances under which the doctrine of precedent is not applicable. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to contract law, explain the following:
17、 （分数：10.00）(1).(a) (i) Void contracts; (2 marks) (ii) Voidable contracts; and (2 marks) (iii) Unenforceable contracts. (2 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Past consideration is not valid consideration. (4 marks)（分数：5.00）_正确答案：( )解析：1.In relation to agency law, explain the doctrine of apparent/ost
18、ensible authority.(10 marks)（分数：10.00）_正确答案：( )解析：In relation to partnership law, explain: （分数：10.00）(1).(a) the liabilities of general partners towards the debts and obligations of the partnership incurred while they are a partner; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) what is a limited partne
19、rship. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to company law: （分数：9.99）(1).(a) Explain what is a fixed charge. (5 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain the advantages of holding a fixed charge. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the statutory requirement for the registration of
20、a charge. (2 marks)（分数：3.33）_正确答案：( )解析：In relation to the constitutional documents of a company: （分数：10.00）(1).(a) Explain the compulsory clauses in the memorandum of association. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the effect of the memorandum of association and articles of association,
21、 and the relationship between them. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to insider dealing: （分数：10.00）(1).(a) State the circumstances under which a person commits insider dealing. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the meaning of relevant information. (4 marks)（分数：5.00）_正确答案：( )解析：
22、(1).The employment contract of a company provides, among other things, that the employer can terminate the contract by four days notice after one month probation period (the Clause). Required: (a) In relation to employment law, advise the company as to the legal effect of the Clause. (5 marks)（分数：5.
23、00）_正确答案：( )解析：(2).Smith has been an employee of the company for two years. The company has just discovered that Smith had stolen the property of the company several times. Required: (b) In relation to employment law, advise the company as to whether any notice period is required for the company to
24、terminate the employment contract between the company and Smith by reason of the misbehaviour of Smith. (5 marks)（分数：5.00）_正确答案：( )解析：2.Andrew is an auditor. Last year, a bank paid him for a reference from him regarding the creditworthiness of a company. In the reference, Andrew negligently gave a r
25、eference stating that the creditworthiness of the company was good. Relying on the reference, the bank granted a loan to the company. However, by reason of a global financial crisis, the company has just been wound up by the creditors and is unable to repay the loan to the bank. Required: In relatio
26、n to professional negligence, advise Andrew as to whether he is liable for the loss suffered by the bank. (10 marks)（分数：10.00）_正确答案：( )解析：Property Ltd is a company, which was incorporated in Hong Kong two years ago and adopts the current version of Table A of the Companies Ordinance (Cap 32) as its
27、articles of association. The company does not state its object in its memorandum of association. The company now mainly engages in the car retailing business. Elton is a minority shareholder of the company. Recently, he heard from other shareholders that the board of directors intends to pass a reso
28、lution to widen the scope of business of the company by making investment in the real property market. The purpose of the resolution is to increase the source of income and hence the profit of the company. Elton and some other shareholders are not comfortable with such a decision of the board. Requi
29、red: Advise Elton on the following: （分数：10.00）(1).(a) Whether he can commence a legal action to stop the board from exercising its power to pass the resolution. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Other than commencing a legal action, whether there is any other way through which the board of directors may be stopped from passing the resolution. (4 marks)（分数：5.00）_正确答案：( )解析：
