1、ACCA 考试 F4 公司法与商法（Malaysia）真题 2010 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：1，分数：0.00)In relation to the Malaysian legal system, explain the following rules of statutory interpretation applied by the courts: （分数：9.99）(1).(a) The literal rule; (3 marks) （分数：3.33）_(2).(b) The ejusdem
2、 generis rule; and (3 marks) （分数：3.33）_(3).(c) The mischief rule. (4 marks)（分数：3.33）_In the context of employment law and the Employment Act 1955: （分数：10.00）(1).(a) (i) Explain what is meant by redundancy; and (2 marks) (ii) State FOUR circumstances in which an employee may be said to have been made
3、 redundant. (4 marks) （分数：5.00）_(2).(b) State the period of notice required in the event that either the employer or the employee wishes to terminate the contract of service by notice. (4 marks)（分数：5.00）_In relation to the law of agency explain the following types of authority of an agent: （分数：10.00
4、）(1).(a) Actual authority; and (5 marks) （分数：5.00）_(2).(b) Ostensible authority. (5 marks)（分数：5.00）_1.Explain FIVE advantages of incorporating a company under the Companies Act 1965, as opposed to other forms of business organisation. (10 marks)（分数：10.00）_In relation to company law and the Companies
5、 Act 1965: （分数：9.99）(1).(a) Explain and distinguish between the memorandum of association and the articles of association. (3 marks) （分数：3.33）_(2).(b) State THREE matters which are required to be stated in the memorandum of association of a company. (3 marks) （分数：3.33）_(3).(c) Explain TWO restrictio
6、ns on the alteration of the memorandum of association. (4 marks)（分数：3.33）_In relation to the law of contract: （分数：9.99）(1).(a) Explain the remedy of specifi c performance; (2 marks) （分数：3.33）_(2).(b) State TWO circumstances in which the court may grant specifi c performance of a contract; and (2 mar
7、ks) （分数：3.33）_(3).(c) State SIX circumstances in which the court may NOT grant specifi c performance of a contract. (6 marks)（分数：3.33）_(1).(a) Explain the term corporate governance. (4 marks) （分数：5.00）_(2).(b) State SIX principal responsibilities of the board of directors in relation to Best Practic
8、es in Corporate Governance, as recommended in the Malaysian Code on Corporate Governance. (6 marks)（分数：5.00）_(1).(a) Aminah saw an advertisement in a newspaper, which referred to a special offer while stocks last by a local supermarket of a well-known brand of vacuum cleaners. The offer price was st
9、ated to be RM100 per unit. The usual price of such vacuum cleaners was around RM300 per unit. Aminah rushed to the supermarket, chose one of the vacuum cleaners and took it to the payment counter. The salesperson at the counter told her that the supermarket had increased the price of the vacuum clea
10、ner and that the new price was RM320. Aminah refused to buy the vacuum cleaner at that price. She seeks your advice whether the supermarket is contractually bound to sell the vacuum cleaner to her at the advertised price of RM100. Required: Advise Aminah. (5 marks)（分数：5.00）_(2).(b) Hanim wrote a let
11、ter to his old friend, Lim, offering to sell 2,000 of his shares in ABC Sdn Bhd, to Lim at a price of RM220 per share. Although Lim considered the price to be reasonable, he wrote back to Hanim, in the following words, I am willing to purchase the shares at RM200 per share. Two weeks later, after no
12、t receiving any reply from Hanim, Lim wrote a letter to Hanim accepting Hanims original offer. Hanim now refuses to sell the shares to Lim. Required: Advise Lim whether he may successfully sue Hanim for breach of contract. (5 marks)（分数：5.00）_Ah Chong, Baloo, Cindy and Dodo are the directors of Susah
13、 Bhd (the company), which has an issued capital of RM1 million made up of 1 million 1 RM ordinary shares. They were appointed as directors two years ago. Each of them holds 15% of the issued shares of the company. The remaining 40% is held by 10 other shareholders. Three weeks ago, following a board
14、 resolution, the directors issued 500,000 new shares to Kam Cheng, a close friend of theirs. Cindy is the managing director of the company. Two weeks ago, Cindy, who is now 71 years old, entered into a contract on behalf of the company to purchase offi ce stationery from Opis Sdn Bhd at a price of R
15、M100,000. Last week, following an argument among the directors at a board meeting, Baloo, Cindy and Dodo decided to remove Ah Chong as a director. A notice signed by Baloo, Cindy and Dodo was sent to Ah Chong stating that he had been removed as a director with immediate effect. Required: Advise Ah L
16、ee, a member, who wishes to know the following : （分数：9.99）(1).(a) whether the validity of the issue of the shares can be challenged on ground that it has not complied with the provisions of the Companies Act 1965; (4 marks) （分数：3.33）_(2).(b) whether the contract for the purchase of offi ce stationer
17、y can be invalidated on the ground that Cindy was disqualifi ed to act as a director of the company; and (3 marks) （分数：3.33）_(3).(c) whether the removal of Ah Chong as a director is valid. (3 marks)（分数：3.33）_2.Roogi Bhd was incorporated in 1999. The company has suffered revenue losses exceeding RM10
18、 million over the last three years. However, its subsidiary, Kaya Bhd, has made substantial profi ts last year. Kaya Bhd has not distributed these profi ts as dividends to its own members. Cermat, the managing director of Roogi Bhd, seeks your advice on the following matters: (a) whether Roogi Bhd c
19、an pay a cash dividend to its members by utilising funds available in its share premium account; (3 marks) (b) whether Roogi Bhd can utilise the profi ts of its subsidiary, Kaya Bhd, to pay dividends to its (Roogi Bhds) members; (2 marks) (c) whether, in the event it makes revenue profi ts next year
20、, it may utilise those profi ts to pay dividends for that year without offsetting the revenue losses for the previous years; (2 marks) (d) the legal position under the Companies Act 1965, if it is discovered that Roogi Bhd has paid a cash dividend out of capital. (3 marks) Required: Advise Cermat. N
21、ote: The mark allocation is shown against each part of the question. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Malaysia）真题 2010 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：1，分数：0.00)In relation to the Malaysian legal system, explain the following rules of statutory interpretation applied
22、by the courts: （分数：9.99）(1).(a) The literal rule; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) The ejusdem generis rule; and (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) The mischief rule. (4 marks)（分数：3.33）_正确答案：( )解析：In the context of employment law and the Employment Act 1955: （分数：10.00）(1).(a) (i) Explain w
23、hat is meant by redundancy; and (2 marks) (ii) State FOUR circumstances in which an employee may be said to have been made redundant. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State the period of notice required in the event that either the employer or the employee wishes to terminate the contract of s
24、ervice by notice. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of agency explain the following types of authority of an agent: （分数：10.00）(1).(a) Actual authority; and (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Ostensible authority. (5 marks)（分数：5.00）_正确答案：( )解析：1.Explain FIVE advantages of incor
25、porating a company under the Companies Act 1965, as opposed to other forms of business organisation. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to company law and the Companies Act 1965: （分数：9.99）(1).(a) Explain and distinguish between the memorandum of association and the articles of association.
26、(3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) State THREE matters which are required to be stated in the memorandum of association of a company. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain TWO restrictions on the alteration of the memorandum of association. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to t
27、he law of contract: （分数：9.99）(1).(a) Explain the remedy of specifi c performance; (2 marks) （分数：3.33）_正确答案：( )解析：(2).(b) State TWO circumstances in which the court may grant specifi c performance of a contract; and (2 marks) （分数：3.33）_正确答案：( )解析：(3).(c) State SIX circumstances in which the court may
28、 NOT grant specifi c performance of a contract. (6 marks)（分数：3.33）_正确答案：( )解析：(1).(a) Explain the term corporate governance. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) State SIX principal responsibilities of the board of directors in relation to Best Practices in Corporate Governance, as recommended in
29、the Malaysian Code on Corporate Governance. (6 marks)（分数：5.00）_正确答案：( )解析：(1).(a) Aminah saw an advertisement in a newspaper, which referred to a special offer while stocks last by a local supermarket of a well-known brand of vacuum cleaners. The offer price was stated to be RM100 per unit. The usua
30、l price of such vacuum cleaners was around RM300 per unit. Aminah rushed to the supermarket, chose one of the vacuum cleaners and took it to the payment counter. The salesperson at the counter told her that the supermarket had increased the price of the vacuum cleaner and that the new price was RM32
31、0. Aminah refused to buy the vacuum cleaner at that price. She seeks your advice whether the supermarket is contractually bound to sell the vacuum cleaner to her at the advertised price of RM100. Required: Advise Aminah. (5 marks)（分数：5.00）_正确答案：( )解析：(2).(b) Hanim wrote a letter to his old friend, L
32、im, offering to sell 2,000 of his shares in ABC Sdn Bhd, to Lim at a price of RM220 per share. Although Lim considered the price to be reasonable, he wrote back to Hanim, in the following words, I am willing to purchase the shares at RM200 per share. Two weeks later, after not receiving any reply fr
33、om Hanim, Lim wrote a letter to Hanim accepting Hanims original offer. Hanim now refuses to sell the shares to Lim. Required: Advise Lim whether he may successfully sue Hanim for breach of contract. (5 marks)（分数：5.00）_正确答案：( )解析：Ah Chong, Baloo, Cindy and Dodo are the directors of Susah Bhd (the com
34、pany), which has an issued capital of RM1 million made up of 1 million 1 RM ordinary shares. They were appointed as directors two years ago. Each of them holds 15% of the issued shares of the company. The remaining 40% is held by 10 other shareholders. Three weeks ago, following a board resolution,
35、the directors issued 500,000 new shares to Kam Cheng, a close friend of theirs. Cindy is the managing director of the company. Two weeks ago, Cindy, who is now 71 years old, entered into a contract on behalf of the company to purchase offi ce stationery from Opis Sdn Bhd at a price of RM100,000. Las
36、t week, following an argument among the directors at a board meeting, Baloo, Cindy and Dodo decided to remove Ah Chong as a director. A notice signed by Baloo, Cindy and Dodo was sent to Ah Chong stating that he had been removed as a director with immediate effect. Required: Advise Ah Lee, a member,
37、 who wishes to know the following : （分数：9.99）(1).(a) whether the validity of the issue of the shares can be challenged on ground that it has not complied with the provisions of the Companies Act 1965; (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) whether the contract for the purchase of offi ce stationery can be invalidated on the ground that Cindy was disqualifi ed to act as a director of the company; and (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) w
