1、ACCA 考试 F4 公司法与商法（Vietnam）真题 2009 年 12 月及答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Vietnamese legal system, explain the powers and duties of the following as laid down in the Constitution: （分数：10.00）(1).(a) The President. (5 marks) （分数：5.00）_(2).(b) The govern
2、ment. (5 marks)（分数：5.00）_In relation to civil contracts: （分数：10.00）(1).(a) Explain the provisions of the Civil Code in respect of interpretation of civil contracts. (5 marks) （分数：5.00）_(2).(b) Explain the provisions of the Civil Code in respect of invalid civil contracts. (5 marks)（分数：5.00）_In relat
3、ion to securing civil obligations: （分数：9.99）(1).(a) Defi ne the term mortgage. (2 marks) （分数：3.33）_(2).(b) Describe the rights of mortgagors of property. (4 marks) （分数：3.33）_(3).(c) Describe the rights of mortgagees of property. (4 marks)（分数：3.33）_In relation to employment law: （分数：9.99）(1).(a) Desc
4、ribe the provisions of the Labour Code in respect of the content of a labour contract. (4 marks) （分数：3.33）_(2).(b) Explain the statutory provisions that apply when an employer wishes to modify the content of a labour contract, and the ways in which this may be implemented. (4 marks) （分数：3.33）_(3).(c
5、) Explain the circumstances in which a labour contract may be suspended. (2 marks)（分数：3.33）_In relation to company law: （分数：10.00）(1).(a) Explain the general obligations of all enterprises imposed by the Law on Enterprises. (5 marks) （分数：5.00）_(2).(b) Explain the practices that are expressly prohibi
6、ted by the Law on Enterprises. (5 marks)（分数：5.00）_1.In relation to management and administration of a shareholding company, explain the rights and duties of the general meeting. (10 marks)（分数：10.00）_In relation to company insolvency: （分数：10.00）(1).(a) Explain the provisions of the Law on Bankruptcy
7、in respect of rights and obligations to participate in a meeting of creditors. (5 marks) （分数：5.00）_(2).(b) Describe the matters that must be considered by the initial meeting of creditors of an insolvent company. (5 marks)（分数：5.00）_Khanh is the manager of a shop that sells high quality paintings and
8、 reproductions of famous artworks. On 1 November she wrote to Kim and Suong, two established customers, offering the opportunity to purchase reproductions of a painting by a famous artist, each signed by the artist. The letter specifi ed a price of 10 million dong. Khanhs fi rst letter was to Kim. H
9、owever, immediately after sending the letter, Khanh discovered she had mis-typed the price as 1 million dong. Khanh immediately wrote another letter withdrawing the offer and stating the correct price of 10 million dong. Both letters were received by Kim in the same delivery. Kim wrote back to Khanh
10、 immediately accepting the offer of 1 million dong. Suong replied to Khanhs letter stating that she would be delighted to accept the offer, but as she was given a 15% discount for her three previous purchases she assumed this would apply again. Suong wrote back to accept the offer enclosing her paym
11、ent of 85 million dong. Khanh subsequently sold the painting to Ngoc for the full price of 10 million dong. Required: （分数：10.00）(1).(a) Explain whether Kim has completed a legally binding contract with Khanh by accepting the offer to sell the painting for 1 million dong. (5 marks) （分数：5.00）_(2).(b)
12、Explain whether Khanh has entered into a legally binding contract with Suong and/or Ngoc. (5 marks)（分数：5.00）_2.Fastgrow Joint Stock Company is seeking to raise additional equity fi nance. The board of management is negotiating with Hai, a wealthy investor, in the hope that he will purchase new share
13、s in the company. Hai has expressed an interest in this investment but has insisted on several conditions. He wants to be guaranteed a position on the board of management for a minimum of three years. He also wants the board of management to sign an undertaking that he will be paid a minimum annual
14、return on his shares of 6%. Hai has specifi ed that all dividends paid must be remitted in US dollars, directly to his offshore bank account. Required: Discuss the extent to which Fastgrow will be able to meet Hais demands. (10 marks)（分数：10.00）_3.Anh, Lan and Thanh are business partners. The partner
15、s have unlimited liability. Their formal agreement specifi es that it is necessary for all three partners to sanction any single item of expenditure in excess of 60 million dong. Without informing her colleagues, Anh has been using the partnerships premises and equipment in order to earn extra cash.
16、 When Lan and Thanh discovered this, Anh offered to make a payment of 100 million dong to the partnerships bank account, representing what she said was a fair proportion of the extra cash that she earned. However, Anh refused to let Lan and Thanh have access to any formal records of her work. Lan an
17、d Thanh subsequently discovered that Anh had paid 80 million dong for inventory without consulting them. The supplier was a well-established contact of the partnership and saw no reason to question the order. When confronted by Lan and Thanh on these matters, Anh resigned from the partnership immedi
18、ately and refused to accept any further responsibilities for the obligations of the partnership. Required: Discuss the obligations of Anh to her former partners and explain the actions that Lan and Thanh may take against her. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Vietnam）真题 2009 年 12 月答案解析(总分：99.98
19、，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Vietnamese legal system, explain the powers and duties of the following as laid down in the Constitution: （分数：10.00）(1).(a) The President. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The government. (5 marks)（分数：5.00）_正确答案：( )解析：In rela
20、tion to civil contracts: （分数：10.00）(1).(a) Explain the provisions of the Civil Code in respect of interpretation of civil contracts. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the provisions of the Civil Code in respect of invalid civil contracts. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to sec
21、uring civil obligations: （分数：9.99）(1).(a) Defi ne the term mortgage. (2 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Describe the rights of mortgagors of property. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Describe the rights of mortgagees of property. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to employment law
22、: （分数：9.99）(1).(a) Describe the provisions of the Labour Code in respect of the content of a labour contract. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain the statutory provisions that apply when an employer wishes to modify the content of a labour contract, and the ways in which this may be imple
23、mented. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the circumstances in which a labour contract may be suspended. (2 marks)（分数：3.33）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Explain the general obligations of all enterprises imposed by the Law on Enterprises. (5 marks) （分数：5.00）_
24、正确答案：( )解析：(2).(b) Explain the practices that are expressly prohibited by the Law on Enterprises. (5 marks)（分数：5.00）_正确答案：( )解析：1.In relation to management and administration of a shareholding company, explain the rights and duties of the general meeting. (10 marks)（分数：10.00）_正确答案：( )解析：In relation
25、to company insolvency: （分数：10.00）(1).(a) Explain the provisions of the Law on Bankruptcy in respect of rights and obligations to participate in a meeting of creditors. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the matters that must be considered by the initial meeting of creditors of an insolv
26、ent company. (5 marks)（分数：5.00）_正确答案：( )解析：Khanh is the manager of a shop that sells high quality paintings and reproductions of famous artworks. On 1 November she wrote to Kim and Suong, two established customers, offering the opportunity to purchase reproductions of a painting by a famous artist,
27、each signed by the artist. The letter specifi ed a price of 10 million dong. Khanhs fi rst letter was to Kim. However, immediately after sending the letter, Khanh discovered she had mis-typed the price as 1 million dong. Khanh immediately wrote another letter withdrawing the offer and stating the co
28、rrect price of 10 million dong. Both letters were received by Kim in the same delivery. Kim wrote back to Khanh immediately accepting the offer of 1 million dong. Suong replied to Khanhs letter stating that she would be delighted to accept the offer, but as she was given a 15% discount for her three
29、 previous purchases she assumed this would apply again. Suong wrote back to accept the offer enclosing her payment of 85 million dong. Khanh subsequently sold the painting to Ngoc for the full price of 10 million dong. Required: （分数：10.00）(1).(a) Explain whether Kim has completed a legally binding c
30、ontract with Khanh by accepting the offer to sell the painting for 1 million dong. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain whether Khanh has entered into a legally binding contract with Suong and/or Ngoc. (5 marks)（分数：5.00）_正确答案：( )解析：2.Fastgrow Joint Stock Company is seeking to raise additio
31、nal equity fi nance. The board of management is negotiating with Hai, a wealthy investor, in the hope that he will purchase new shares in the company. Hai has expressed an interest in this investment but has insisted on several conditions. He wants to be guaranteed a position on the board of managem
32、ent for a minimum of three years. He also wants the board of management to sign an undertaking that he will be paid a minimum annual return on his shares of 6%. Hai has specifi ed that all dividends paid must be remitted in US dollars, directly to his offshore bank account. Required: Discuss the ext
33、ent to which Fastgrow will be able to meet Hais demands. (10 marks)（分数：10.00）_正确答案：( )解析：3.Anh, Lan and Thanh are business partners. The partners have unlimited liability. Their formal agreement specifi es that it is necessary for all three partners to sanction any single item of expenditure in exce
34、ss of 60 million dong. Without informing her colleagues, Anh has been using the partnerships premises and equipment in order to earn extra cash. When Lan and Thanh discovered this, Anh offered to make a payment of 100 million dong to the partnerships bank account, representing what she said was a fa
35、ir proportion of the extra cash that she earned. However, Anh refused to let Lan and Thanh have access to any formal records of her work. Lan and Thanh subsequently discovered that Anh had paid 80 million dong for inventory without consulting them. The supplier was a well-established contact of the
36、partnership and saw no reason to question the order. When confronted by Lan and Thanh on these matters, Anh resigned from the partnership immediately and refused to accept any further responsibilities for the obligations of the partnership. Required: Discuss the obligations of Anh to her former partners and explain the actions that Lan and Thanh may take against her. (10 marks)（分数：10.00）_正确答案：( )解析：
