1、ACCA 考试 F4 公司法与商法（Zimbabwe）真题 2010 年 6 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：1，分数：0.00)In relation to human rights: （分数：10.00）(1).(a) Explain the impact of human rights law on statutory interpretation. (5 marks) （分数：5.00）_(2).(b) Explain the impact of human rights law on the common
2、 law. (5 marks)（分数：5.00）_In relation to the law of contract: （分数：10.00）(1).(a) Distinguish terms from mere representations. (5 marks) （分数：5.00）_(2).(b) Defi ne the various contractual terms. (5 marks)（分数：5.00）_1.In relation to professional negligence, explain the liability of auditors for their work
3、. (10 marks)（分数：10.00）_2.In relation to employment law, explain the major duties of the employer towards his employee. (10 marks)（分数：10.00）_3.In relation to company law, describe the differences between the various classes of shares. (10 marks)（分数：10.00）_In relation to company law: （分数：10.00）(1).(a)
4、 Describe the major differences between a private limited company and a public company. (5 marks) （分数：5.00）_(2).(b) Explain the procedure for the registration of a private company. (5 marks)（分数：5.00）_4.In relation to governance and ethical issues relating to the conduct of business, explain the mean
5、ing of the concept of corporate governance. (10 marks)（分数：10.00）_(1).(a) On Monday 1 July 2008, an advertisement together with application forms for shares in a public company called Country and Town Petroleum Ltd appeared in a daily newspaper The Echo. The shares cost US$10 each. Sly saw the advert
6、isement and on the same day sent an application for shares in Country and Town Petroleum Ltd, together with a cheque of US$50,000. This application was received by the company on the next day. It was processed on Thursday 3 July 2008 and the share certifi cate was posted to Sly that morning. Meanwhi
7、le, Sly had changed his mind. Early morning on Thursday 3 July 2008, he sent a letter to the company indicating that he no longer wanted to purchase the shares. Later that day, it emerged that Country and Town Petroleum Ltd had found new, vast reserves of oil near Chinhoyi and overnight, their share
8、s on the Stock Exchange trebled in value. Early that evening Mr Chancer the company secretary telephoned Sly telling him that the company was not accepting his application to purchase shares and asking him to return the share certifi cate when it arrived by post. Having heard of the oil discovery, S
9、ly did not want to return the shares and was now very keen to be a shareholder. Required: In relation to the law of contract, advise Sly of his legal position in relation to the company in light of the above facts. (5 marks)（分数：5.00）_(2).(b)Morgan Save bought a top of the range Mercedes Benz ML clas
10、s from Gabriel Gushungo, who had imported the car directly from the production line in Bavaria, Germany. Morgan paid US$100,000, which represented all the costs involved in the importation of the car including clearance charges. Upon the cars arrival in Harare, Gabriel decided to sell the same car t
11、o Arthur Samanyika for US$120,000. This range of car is unique in Zimbabwe and is not available on the local market and replacing the same car with another from Bavaria would now cost at least US$130,000. This is due to the fact that there has been a steep rise in transport and customs charges for i
12、mported luxury cars. Required: Explain whether Morgan is able to sue for specifi c performance. (5 marks)（分数：5.00）_5.John Brown is the managing director of Dryland Products Limited, a company duly registered and operating in terms of the laws of Zimbabwe. The company operates a fruit and vegetable c
13、anning factory in Harare. Its products are sold both on the domestic and export markets. There is a lot of competition for business from suppliers of raw materials to the factory. One such supplier, a horticultural farmer Mr Murimi, developed a deep friendship with John Brown and often gives him exp
14、ensive gifts. He recently donated a mini-van for use at a kindergarten operated by Mrs Brown, the managing directors wife. It now transpires that the farmer, Mr Murimis products are generally more expensive than what other farmers in the same business can provide. This has fi nancially prejudiced th
15、e company. Required: In relation to company law, discuss the remedies available to the company against its managing director in light of the facts. (10 marks)（分数：10.00）_Yvonne, Miriam and Dorcas Mpofu are part of a group of shareholders in a mining company called ChromeTech Ltd. Together they jointl
16、y own 52% of the companys equity. Due to an upsurge in the price of chrome on world markets, the share price has risen from US$2 per share in January 2009 to US$20 per share by the end of April 2009. The company is one of the best performers amongst the listed companies on the Zimbabwe Stock Exchang
17、e. It has a board of directors of nine people drawn from various professional disciplines including Mr Wiseman the chairman of the board, a certifi ed accountant by profession. The deputy chair Mr Knowledge is a lawyer in private practice. The company has not declared a dividend since 2007 and in sp
18、ite of the fact that the most recent fi nancial year-end results show that the company is in a very healthy fi nancial position. The board has recommended that no dividend should be paid as yet and that the after tax profi ts of the company should be used for purposes of acquiring more sophisticated
19、 mining equipment from Australia and the UK. At the same time, it has been alleged that the chairman and deputy have been involved in illegal activities. No criminal charges (let alone a conviction) have been laid against the two. The three shareholders, Yvonne, Miriam and Dorcas feel a deep sense o
20、f grievance on issues pertaining to the non-declaration of a dividend. Equally, they would want to convene an emergency meeting to remove the chairman and his deputy from the board over their alleged illicit activities. The chairman and his deputys terms of offi ce have another two years to run. Req
21、uired: In relation to company law, （分数：10.00）(1).(a) Explain whether the three shareholders can force the company to declare a dividend. (5 marks) （分数：5.00）_(2).(b) Explain the procedure relating to the removal of directors before the expiry of their service agreement. (5 marks)（分数：5.00）_ACCA 考试 F4
22、公司法与商法（Zimbabwe）真题 2010 年 6 月答案解析(总分：100.00，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to human rights: （分数：10.00）(1).(a) Explain the impact of human rights law on statutory interpretation. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the impact of human rights law on the common
23、law. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of contract: （分数：10.00）(1).(a) Distinguish terms from mere representations. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Defi ne the various contractual terms. (5 marks)（分数：5.00）_正确答案：( )解析：1.In relation to professional negligence, explain the liab
24、ility of auditors for their work. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to employment law, explain the major duties of the employer towards his employee. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to company law, describe the differences between the various classes of shares. (10 marks)（分
25、数：10.00）_正确答案：( )解析：In relation to company law: （分数：10.00）(1).(a) Describe the major differences between a private limited company and a public company. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the procedure for the registration of a private company. (5 marks)（分数：5.00）_正确答案：( )解析：4.In relation
26、 to governance and ethical issues relating to the conduct of business, explain the meaning of the concept of corporate governance. (10 marks)（分数：10.00）_正确答案：( )解析：(1).(a) On Monday 1 July 2008, an advertisement together with application forms for shares in a public company called Country and Town Pe
27、troleum Ltd appeared in a daily newspaper The Echo. The shares cost US$10 each. Sly saw the advertisement and on the same day sent an application for shares in Country and Town Petroleum Ltd, together with a cheque of US$50,000. This application was received by the company on the next day. It was pr
28、ocessed on Thursday 3 July 2008 and the share certifi cate was posted to Sly that morning. Meanwhile, Sly had changed his mind. Early morning on Thursday 3 July 2008, he sent a letter to the company indicating that he no longer wanted to purchase the shares. Later that day, it emerged that Country a
29、nd Town Petroleum Ltd had found new, vast reserves of oil near Chinhoyi and overnight, their shares on the Stock Exchange trebled in value. Early that evening Mr Chancer the company secretary telephoned Sly telling him that the company was not accepting his application to purchase shares and asking
30、him to return the share certifi cate when it arrived by post. Having heard of the oil discovery, Sly did not want to return the shares and was now very keen to be a shareholder. Required: In relation to the law of contract, advise Sly of his legal position in relation to the company in light of the
31、above facts. (5 marks)（分数：5.00）_正确答案：( )解析：(2).(b)Morgan Save bought a top of the range Mercedes Benz ML class from Gabriel Gushungo, who had imported the car directly from the production line in Bavaria, Germany. Morgan paid US$100,000, which represented all the costs involved in the importation of
32、 the car including clearance charges. Upon the cars arrival in Harare, Gabriel decided to sell the same car to Arthur Samanyika for US$120,000. This range of car is unique in Zimbabwe and is not available on the local market and replacing the same car with another from Bavaria would now cost at leas
33、t US$130,000. This is due to the fact that there has been a steep rise in transport and customs charges for imported luxury cars. Required: Explain whether Morgan is able to sue for specifi c performance. (5 marks)（分数：5.00）_正确答案：( )解析：5.John Brown is the managing director of Dryland Products Limited
34、, a company duly registered and operating in terms of the laws of Zimbabwe. The company operates a fruit and vegetable canning factory in Harare. Its products are sold both on the domestic and export markets. There is a lot of competition for business from suppliers of raw materials to the factory.
35、One such supplier, a horticultural farmer Mr Murimi, developed a deep friendship with John Brown and often gives him expensive gifts. He recently donated a mini-van for use at a kindergarten operated by Mrs Brown, the managing directors wife. It now transpires that the farmer, Mr Murimis products ar
36、e generally more expensive than what other farmers in the same business can provide. This has fi nancially prejudiced the company. Required: In relation to company law, discuss the remedies available to the company against its managing director in light of the facts. (10 marks)（分数：10.00）_正确答案：( )解析：
37、Yvonne, Miriam and Dorcas Mpofu are part of a group of shareholders in a mining company called ChromeTech Ltd. Together they jointly own 52% of the companys equity. Due to an upsurge in the price of chrome on world markets, the share price has risen from US$2 per share in January 2009 to US$20 per s
38、hare by the end of April 2009. The company is one of the best performers amongst the listed companies on the Zimbabwe Stock Exchange. It has a board of directors of nine people drawn from various professional disciplines including Mr Wiseman the chairman of the board, a certifi ed accountant by prof
39、ession. The deputy chair Mr Knowledge is a lawyer in private practice. The company has not declared a dividend since 2007 and in spite of the fact that the most recent fi nancial year-end results show that the company is in a very healthy fi nancial position. The board has recommended that no divide
40、nd should be paid as yet and that the after tax profi ts of the company should be used for purposes of acquiring more sophisticated mining equipment from Australia and the UK. At the same time, it has been alleged that the chairman and deputy have been involved in illegal activities. No criminal cha
41、rges (let alone a conviction) have been laid against the two. The three shareholders, Yvonne, Miriam and Dorcas feel a deep sense of grievance on issues pertaining to the non-declaration of a dividend. Equally, they would want to convene an emergency meeting to remove the chairman and his deputy from the board over their alleged illicit activities. The chairman and his deputys terms of offi ce have another two years to run. Required: In relation to company law, （分数：10.00）(1).(a) Explain whethe
