ACCA考试F4公司法与商法(China)真题2008年6月及答案解析.doc
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1、ACCA考试 F4公司法与商法(China)真题 2008年 6月及答案解析(总分:99.95,做题时间:180 分钟)一、ALL TEN questions ar(总题数:10,分数:100.00)In relation to the Civil Procedures Law of China: (分数:9.99)(1).(a) explain the rules on territorial jurisdiction of the Chinese peoples court over a civil case against a natural person and a legal per
2、son respectively; (4 marks) (分数:3.33)_(2).(b) explain the term exclusive jurisdiction; and (3 marks) (分数:3.33)_(3).(c) describe the types of civil cases which are under the coverage of the exclusive jurisdiction of the court. (3 marks)(分数:3.33)_In relation to the Property Law of China: (分数:9.99)(1).
3、(a) explain the term ownership; (3 marks) (分数:3.33)_(2).(b) state the procedural rules for the change of the property rights in immovables; and (3 marks) (分数:3.33)_(3).(c) state the general rules governing the effectiveness of the creation and assignment of rights in movables. (4 marks)(分数:3.33)_In
4、relation to the Labour Contract Law of China: (分数:10.00)(1).(a) explain the term open-ended employment contract (i.e. a labour contract without a fixed-period of employment); and (2 marks) (分数:5.00)_(2).(b) state the various circumstances under which an open-ended employment contract must be conclud
5、ed by the employer and employee. (8 marks)(分数:5.00)_In relation to the Contract Law of China: (分数:10.00)(1).(a) state the various legal remedies for breach of contract; and (6 marks) (分数:5.00)_(2).(b) state the conditions to be met for a party to be eligible for specific performance as a legal remed
6、y for breach of contract. (4 marks)(分数:5.00)_In relation to the Company Law of China: (分数:9.99)(1).(a) in the context of the incorporation of a joint stock limited company, explain the terms incorporation by share offering and incorporation by means of sponsorship; (4 marks) (分数:3.33)_(2).(b) state
7、the minimum registered capital required for a joint stock limited company; and (3 marks) (分数:3.33)_(3).(c) state the statutory requirement for capital contributions by the sponsors of a joint stock limited company that is incorporated by means of sponsorship. (3 marks)(分数:3.33)_In relation to the Co
8、mpany Law of China: (分数:10.00)(1).(a) state the conditions to be met for a shareholder of a limited liability company to transfer his equity to a party other than the shareholders of this company; and (6 marks) (分数:5.00)_(2).(b) state the procedures and conditions to be complied with when a court or
9、ders the transfer of the equity of a shareholder of a limited liability company under the enforcement procedures of the law. (4 marks)(分数:5.00)_In relation to the Enterprise Bankruptcy Law of China: (分数:9.99)(1).(a) state the composition of the creditors meeting; (2 marks) (分数:3.33)_(2).(b) state th
10、e general conditions to be met for the creditors meeting to approve a resolution; and (4 marks) (分数:3.33)_(3).(c) state the special procedure that can be taken for the creditors meeting to approve a resolution involving the matters on the settlement agreement or the restructuring of an enterprise in
11、 the process of bankruptcy liquidation. (4 marks)(分数:3.33)_For the purpose of expanding his business, Mr Zhang borrowed RMB 100,000 yuan from Mr Lee and would provide a mini-bus as the pledge to Mr Lee. However, Mr Lee returned the mini-bus to Mr Zhang because he did not hold a drivers licence. Subs
12、equently, Mr Zhang borrowed another RMB 100,000 yuan from Mr Wang and put the mini-bus as the pledge to Mr Wang. After the conclusion of the loan agreement and pledge agreement, Mr Zhang delivered the mini-bus to Mr Wang. During the period of his possession of the mini-bus, Mr Wang concluded a renta
13、l agreement with a transport company without the advance consent of Mr Zhang. The mini-bus was put into transportation service by the transport company but was totally destroyed in a traffic accident. Upon the expiration of the loan agreement, Mr Zhang came to repay the principal and interest. Howev
14、er Mr Wang could not return the pledged mini-bus to him. Required: Answer the following questions in accordance with the relevant provisions of the Property Law of China and give your reasons for your answer:(分数:10.00)(1).(a) explain whether the pledge agreement between Mr Zhang and Mr Lee came into
15、 effect; (3 marks) (分数:2.50)_(2).(b) explain what the legal relationship between Mr Zhang and Mr Wang was; (2 marks) (分数:2.50)_(3).(c) explain whether Mr Wang was entitled to lease the mini-bus to the transport company; and (2 marks) (分数:2.50)_(4).(d) explain against whom Mr Zhang should act in law
16、for the recovery of the mini-bus. (3 marks)(分数:2.50)_Since Hongyan Mechanical Engineering Co Ltd (Hongyan Co) could not settle the huge amount of debts due, its creditors applied for bankruptcy in the competent peoples court. The court accepted the application of the creditors and declared the bankr
17、uptcy of Hongyan Co. The court designated a bankruptcy administrator to be in charge of the bankruptcy liquidation. During the process of bankruptcy liquidation, the bankruptcy administrator formulated a list of bankruptcy assets, debts due and declared credits. (a) the appraised bankruptcy assets o
18、f Hongyan Co were as follows: (i) Office building appraised value of RMB 2,400,000 yuan, mortgaged for a loan borrowed from the Communication Bank. (ii) Investment to a mutual fund RMB 1,400,000 yuan. (iii) A rental receivable from Company A RMB 1,900,000 yuan. (iv) Giving up a creditors right due 1
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