1、ACCA 考试 F4 公司法与商法（Vietnam）真题 2010 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：1，分数：0.00)In relation to the Vietnamese legal system, explain the meaning of the following terms: （分数：10.00）(1).(a) Criminal law. (2 marks) （分数：2.50）_(2).(b) Civil law. (3 marks) （分数：2.50）_(3).(c) Public law
2、. (2 marks) （分数：2.50）_(4).(d) Private law. (3 marks)（分数：2.50）_In relation to the law of obligations: （分数：10.00）(1).(a) Explain the provisions of the Civil Code in respect of the time limit for performing civil obligations. (3 marks) （分数：5.00）_(2).(b) Explain the provisions of the Civil Code in respe
3、ct of the late performance of civil obligations. (7 marks)（分数：5.00）_In relation to securing obligations, explain the meaning and operation of: （分数：10.00）(1).(a) Performance bonds. (4 marks) （分数：5.00）_(2).(b) Guarantees. (6 marks)（分数：5.00）_1.In relation to employment law, describe the general rights
4、and obligations of an employee and an employer under the Labour Code. (10 marks)（分数：10.00）_In relation to the formation of a limited liability company: （分数：10.00）(1).(a) Explain the statutory requirements in respect of the transfer of ownership of assets from the members to the company. (5 marks) （分
5、数：5.00）_(2).(b) Explain the statutory requirements in respect of the valuation of assets contributed as capital. (5 marks)（分数：5.00）_In relation to the capital and fi nancing of a shareholding company: （分数：9.99）(1).(a) Explain the limitations on dividends that may be paid to shareholders. (3 marks) （
6、分数：3.33）_(2).(b) Describe the process through which dividend payments are administered. (5 marks) （分数：3.33）_(3).(c) Explain the consequences of a company paying a dividend that does not comply with statutory requirements. (2 marks)（分数：3.33）_2.In relation to corporate governance, explain the features
7、 of listed shareholding companies that make it particularly important for them to adhere to high standards of corporate governance. (10 marks)（分数：10.00）_3.Binh is a young trainee who works for the customer service team in the Relax Hotel. While helping Sell Limited, a corporate client, to set up a m
8、eeting room for a conference, she accidentally dropped expensive equipment belonging to the client, causing irreparable damage. As a result, the client could not deliver the presentation as scheduled, causing considerable embarrassment. Sell Limited claimed that its reputation has suffered, as the a
9、udience included several valuable customers. In addition, it had to replace the equipment at a cost of 150 million dong. Required: Discuss the obligations of Binh and the Relax Hotel for the losses suffered by the client. (10 marks)（分数：10.00）_XYZ Co is a shareholding company. At its most recent gene
10、ral meeting of shareholders, the proceedings were disrupted by Hai, an angry shareholder, who fi ercely objected to the policy decisions taken by the board of management on the future strategy of the company. Several other shareholders supported Hai, and it quickly became clear that order could not
11、be restored. Chien, the chairman of the meeting, quickly announced that the meeting would be abandoned immediately and reconvened in four days time. He stated that Hai would be excluded from the meeting, and a further item would be added to the agenda to give power to the board of management to excl
12、ude individuals from participating in future meetings if it was felt that they would be disruptive. Required: （分数：10.00）(1).(a) Explain whether Chien acted lawfully in reconvening the meeting. (5 marks) （分数：5.00）_(2).(b) Explain the implications of the decision to exclude Hai from the rearranged mee
13、ting and the proposal to confer powers on the board of management to restrict the participation of potentially disruptive shareholders in future meetings. (5 marks)（分数：5.00）_4.On 1 June 2010, the court accepted jurisdiction over a petition to commence bankruptcy proceedings against JKL Company. Earl
14、ier in the year, JKL Company entered into the following transactions: On 1 February, it took out a loan of 800 million dong, secured on its warehouse and offi ces. On 1 May, the company redeemed a loan of 500 million dong that had been supported by a guarantee given by members of the board of manage
15、ment. On 25 May, it announced that 25 long-standing employees would be made redundant in order to reduce costs. All of these employees were entitled to severance payments but at the time of the liquidation the payments had not been made. On 28 May, BCD Company despatched goods ordered by JKL Company
16、 subject to 30 days credit. These goods were still in transit on 1 June. In the course of the liquidation proceedings, it was estimated that the actual value of the warehouse and offi ces was 100 million dong less than the value of the loan secured on these premises. Required: Examine the consequenc
17、es of the liquidation of JKL Company for the parties involved in these transactions. (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Vietnam）真题 2010 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：1，分数：0.00)In relation to the Vietnamese legal system, explain the meaning of the following terms: （分数：
18、10.00）(1).(a) Criminal law. (2 marks) （分数：2.50）_正确答案：( )解析：(2).(b) Civil law. (3 marks) （分数：2.50）_正确答案：( )解析：(3).(c) Public law. (2 marks) （分数：2.50）_正确答案：( )解析：(4).(d) Private law. (3 marks)（分数：2.50）_正确答案：( )解析：In relation to the law of obligations: （分数：10.00）(1).(a) Explain the provisions of the Ci
19、vil Code in respect of the time limit for performing civil obligations. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the provisions of the Civil Code in respect of the late performance of civil obligations. (7 marks)（分数：5.00）_正确答案：( )解析：In relation to securing obligations, explain the meaning and
20、operation of: （分数：10.00）(1).(a) Performance bonds. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Guarantees. (6 marks)（分数：5.00）_正确答案：( )解析：1.In relation to employment law, describe the general rights and obligations of an employee and an employer under the Labour Code. (10 marks)（分数：10.00）_正确答案：( )解析：In re
21、lation to the formation of a limited liability company: （分数：10.00）(1).(a) Explain the statutory requirements in respect of the transfer of ownership of assets from the members to the company. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the statutory requirements in respect of the valuation of ass
22、ets contributed as capital. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the capital and fi nancing of a shareholding company: （分数：9.99）(1).(a) Explain the limitations on dividends that may be paid to shareholders. (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Describe the process through which dividend pa
23、yments are administered. (5 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the consequences of a company paying a dividend that does not comply with statutory requirements. (2 marks)（分数：3.33）_正确答案：( )解析：2.In relation to corporate governance, explain the features of listed shareholding companies that ma
24、ke it particularly important for them to adhere to high standards of corporate governance. (10 marks)（分数：10.00）_正确答案：( )解析：3.Binh is a young trainee who works for the customer service team in the Relax Hotel. While helping Sell Limited, a corporate client, to set up a meeting room for a conference,
25、she accidentally dropped expensive equipment belonging to the client, causing irreparable damage. As a result, the client could not deliver the presentation as scheduled, causing considerable embarrassment. Sell Limited claimed that its reputation has suffered, as the audience included several valua
26、ble customers. In addition, it had to replace the equipment at a cost of 150 million dong. Required: Discuss the obligations of Binh and the Relax Hotel for the losses suffered by the client. (10 marks)（分数：10.00）_正确答案：( )解析：XYZ Co is a shareholding company. At its most recent general meeting of shar
27、eholders, the proceedings were disrupted by Hai, an angry shareholder, who fi ercely objected to the policy decisions taken by the board of management on the future strategy of the company. Several other shareholders supported Hai, and it quickly became clear that order could not be restored. Chien,
28、 the chairman of the meeting, quickly announced that the meeting would be abandoned immediately and reconvened in four days time. He stated that Hai would be excluded from the meeting, and a further item would be added to the agenda to give power to the board of management to exclude individuals fro
29、m participating in future meetings if it was felt that they would be disruptive. Required: （分数：10.00）(1).(a) Explain whether Chien acted lawfully in reconvening the meeting. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the implications of the decision to exclude Hai from the rearranged meeting and
30、 the proposal to confer powers on the board of management to restrict the participation of potentially disruptive shareholders in future meetings. (5 marks)（分数：5.00）_正确答案：( )解析：4.On 1 June 2010, the court accepted jurisdiction over a petition to commence bankruptcy proceedings against JKL Company. E
31、arlier in the year, JKL Company entered into the following transactions: On 1 February, it took out a loan of 800 million dong, secured on its warehouse and offi ces. On 1 May, the company redeemed a loan of 500 million dong that had been supported by a guarantee given by members of the board of man
32、agement. On 25 May, it announced that 25 long-standing employees would be made redundant in order to reduce costs. All of these employees were entitled to severance payments but at the time of the liquidation the payments had not been made. On 28 May, BCD Company despatched goods ordered by JKL Comp
33、any subject to 30 days credit. These goods were still in transit on 1 June. In the course of the liquidation proceedings, it was estimated that the actual value of the warehouse and offi ces was 100 million dong less than the value of the loan secured on these premises. Required: Examine the consequences of the liquidation of JKL Company for the parties involved in these transactions. (10 marks)（分数：10.00）_正确答案：( )解析：
