ACCA考试F4公司法与商法（China）真题2009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 2009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 what is meant by the transfer of jurisdiction by the Chinese courts in dealing with civil disputes; (3 marks)（分数：3.33）_(2).(b)

2、 explain the designation of jurisdiction by the Chinese courts in dealing with civil disputes; (4 marks)（分数：3.33）_(3).(c) state how a court should deal with the situation if, upon receipt of the transfer of jurisdiction, a particular case is not under its jurisdiction. (3 marks)（分数：3.33）_In relation

3、 to the Property Law of China:（分数：10.00）(1).(a) explain the term the confirmation of property; (3 marks)（分数：2.50）_(2).(b) state the various measures that can be taken by a holder to protect the property if his property rights are infringed by others; (3 marks)（分数：2.50）_(3).(c) distinguish between th

4、e confirmation of property and the protection of property in terms of the nature of the dispute; (2 marks)（分数：2.50）_(4).(d) state for what a property holder is entitled to claim if his immovables or movables are possessed by a party without legitimate reason. (2 marks)（分数：2.50）_In relation to the La

5、bour Contract Law of China:（分数：9.99）(1).(a) explain the term labour service despatching; (3 marks)（分数：3.33）_(2).(b) state the legal relations between the entity despatching labour services and the persons despatched to the labour service purchaser; (2 marks)（分数：3.33）_(3).(c) state the statutory term

6、s and wages of the labour contract，as stipulated in the Labour Contract Law, between the entity despatching labour services and the person despatched. (5 marks)（分数：3.33）_In relation to the Contract Law of China:（分数：10.00）(1).(a) explain the term subrogate right (right of subrogation); (3 marks)（分数：5

7、.00）_(2).(b) state the conditions to be met for a party to claim the right of subrogation in the course of performing a contract. (7 marks)（分数：5.00）_In relation to the Company Law of China:（分数：9.99）(1).(a) state the pre-condition for a shareholder to request a limited liability company to purchase h

8、is equity; (2 marks)（分数：3.33）_(2).(b) state the circumstances under which a shareholder may request a limited liability company to purchase his equity at a reasonable price; (6 marks)（分数：3.33）_(3).(c) state the legal remedy for a shareholder if he and the company fail to reach an agreement for the p

9、urchase of equity. (2 marks)（分数：3.33）_In relation to the Company Law of China,（分数：10.00）(1).(a) state the circumstances under which an extraordinary general shareholders meeting shall be held by a joint stock company; (8 marks)（分数：5.00）_(2).(b) state the time limit for such an extraordinary general

10、shareholders meeting to be held. (2 marks)（分数：5.00）_In relation to the Enterprise Bankruptcy Law of China:（分数：10.00）(1).(a) explain the coverage of community liabilities that occur after the filing of an application for bankruptcy is accepted by the court; (6 marks)（分数：5.00）_(2).(b) state the rule o

11、f settlement of bankrupt expenses and the community liabilities during the liquidation process. (4 marks)（分数：5.00）_Four private Enterprises A, B, C and D incorporated as a limited liability company, Yuanda Co Ltd, with a registered capital of RMB 40 million yuan. After three years successful busines

12、s operations from 20052008, Yuanda Co Ltd made profits and the net assets of the company increased to RMB 60 million yuan. In January 2009, at the annual shareholders meeting of the company, Yuanda Co Ltd adopted a resolution for the following three items: Required: Explain whether the above resolut

13、ions (a), (b) and (c) were in conformity with the relevant provisions of the Company Law and Securities Law. NOTE: The mark allocation is shown against each resolution.（分数：9.99）(1).(a) On the issue of the replacement of supervisors Mr Zhang, as appointed by Enterprise B, should replace Mr Wang (who

14、had been appointed by Enterprise D) and Mr Lee, as the vice manager of Yuanda Co Ltd, should replace Mr Ding who was an employee of the company. (4 marks)（分数：3.33）_(2).(b) On the issue of issuance of corporate bonds The company should issue corporate bonds of RMB 8 million yuan to expand its busines

15、s. (3 marks)（分数：3.33）_(3).(c) On the issue of the use of the statutory common reserve fund With a vote by the shareholders representing two thirds of the equity, the shareholders meeting decided to convert RMB 250 million yuan out of RMB 10 million yuan of the statutory common reserve fund to the re

16、gistered capital. (3 marks)（分数：3.33）_Due to the failure to pay the price of construction materials at a value of RMB 3 million yuan by Singen Construction Co, City Materials Co applied to the local peoples court to declare for its bankruptcy. The court approved the application after necessary review

17、 of the facts. At the end of the liquidation process, the liquidation committee listed the assets, debts and the various expenses of Singen Construction Co as follows. (i) It had total assets of RMB 19 million yuan. (ii) It had total debts and other liabilities in the amount of RMB 29 million yuan,

18、including: (1) wages and insurance premiums payable of RMB 35 million yuan (2) VAT due of RMB 32 million yuan (3) the expenses of liquidation of RMB 300,000 yuan (4) the various debts due of RMB 22 million yuan. (iii) Among the bankruptcy assets, Singen Construction Co held five buildings which were

19、 duly registered with the local Registry Centre of Real Estate. The Certificate of Real Estate indicated that Buildings No. 1, 2 and 3 had been detained by the order of the local court for a dispute with a third party before the liquidation process started. However, Singen Construction Co had put th

20、ese three buildings as things mortgaged to Steel Company for the debts payable at RMB 2 million yuan, without registration of the mortgage agreement with the Registration Centre of Real Estate. The current assessed price of the three buildings was RMB 2 million yuan. (iv) Buildings No. 4 and 5 had b

21、een mortgaged to Financial Company for a loan of RMB 3 million yuan and been duly registered with the Registry Centre of Real Estate. The current assessed price of the two buildings was RMB 2 million yuan. Required: Answer the following questions in accordance with the relevant provisions of the Ent

22、erprise Bankruptcy Law and the Property Law of China, and give your reasons for your answer:（分数：9.99）(1).(a) state how to deal with the mortgage agreement between Singen Construction Co and Steel Company and the order of priority for Steel Company in allocation of the insolvent assets; (3 marks)（分数：

23、3.33）_(2).(b) state the order of priority for City Materials Co in allocation of the insolvent assets; (3 marks)（分数：3.33）_(3).(c) state the particular amount of assets to be allocated to City Materials Co. (4 marks)（分数：3.33）_Buyer and Seller entered into a sales contract which stipulated that Seller

24、 should, on or before 10 January 2009, sell a shipment of personal computers (PCs) at a price of 300,000 yuan to Buyer, who should arrange transportation and pay the full price upon taking delivery. For the purpose of launching a market promotion plan at the end of 2008, Buyer asked Seller to provid

25、e the goods 20 days before the due date. Seller disagreed with the request since its capacity to process the PC was unable to meet the needs of Buyer. Under such a circumstance, Buyer made efforts to find PCs from other sources, and then transferred the original sales contract to a third party Compa

26、ny X with discount. Buyer did not inform Seller of this. On 8 January 2009 Company X despatched a truck to Seller to pick up the PCs under the sales contract. However, Seller refused to provide the PCs on the grounds that there was no contract between Company X and Seller. Required: Answer the follo

27、wing questions in accordance with the relevant provisions of the Contract Law of China, and give your reasons for your answer:（分数：10.00）(1).(a) State whether Seller was entitled to refuse to provide the goods. (5 marks)（分数：5.00）_(2).(b) State whether the transfer of the sales contract by Buyer to Co

28、mpany X was valid. (5 marks)（分数：5.00）_ACCA考试 F4公司法与商法（China）真题 2009年 6月答案解析(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 what is meant by the transfer of jurisdiction by the Chinese courts in dealing with civil

29、 disputes; (3 marks)（分数：3.33）_正确答案：(In accordance with Article 36 of the Civil Procedures Law, the term the transfer of jurisdiction refers to such a form of jurisdiction when a court finds a case it has accepted is not under its jurisdiction, it shall refer the case to the court that shall have a p

30、roper jurisdiction over the case.)解析：(2).(b) explain the designation of jurisdiction by the Chinese courts in dealing with civil disputes; (4 marks)（分数：3.33）_正确答案：(In accordance with Article 37 of the Civil Procedures Law, the term the designation of jurisdiction refers to a special form of jurisdic

31、tion when a court having jurisdiction over a case considers that it is unable to exercise the jurisdiction for special reasons, a superior court shall designate another court to exercise jurisdiction. The designation of jurisdiction will also take place when two or more courts have jurisdiction over

32、 a dispute and the relevant courts cannot resolve the conflict of jurisdiction, the superior court designates the case to a particular court.)解析：(3).(c) state how a court should deal with the situation if, upon receipt of the transfer of jurisdiction, a particular case is not under its jurisdiction.

33、 (3 marks)（分数：3.33）_正确答案：(In accordance with Article 36 of the Civil Procedures Law, if the court to which a case is referred through transfer of jurisdiction considers that the particular case is not under its jurisdiction, the relevant court shall report to the superior court for designation of ju

34、risdiction. It is not allowed for this court to refer the case again to another court directly.)解析：In relation to the Property Law of China:（分数：10.00）(1).(a) explain the term the confirmation of property; (3 marks)（分数：2.50）_正确答案：(In accordance with Article 33 of the Property Law, the term the confir

35、mation of property means where any disputes over the ownership or content of property arises, the interested parties may, through appropriate procedures as provided by the law, request relevant government department, court or other independent third party to confirm the owner of the property.)解析：(2)

36、.(b) state the various measures that can be taken by a holder to protect the property if his property rights are infringed by others; (3 marks)（分数：2.50）_正确答案：(In accordance with Article 32 of the Property Law, where the property rights of a holder are infringed by others, the holder may request the

37、relevant institutions for the protection of the property rights by means of mediation, arbitration or litigation.)解析：(3).(c) distinguish between the confirmation of property and the protection of property in terms of the nature of the dispute; (2 marks)（分数：2.50）_正确答案：(The nature of disputes is diffe

38、rent between the confirmation of property and the protection of property rights. For the former, the ownership of the property is in dispute. The interested party shall resort to the relevant institutes to confirm who shall be the owner of the property. For the latter, the holder has the lawful prop

39、erty rights but the right is infringed by others. Therefore, the holder requests the relevant institutes to protect his property rights.)解析：(4).(d) state for what a property holder is entitled to claim if his immovables or movables are possessed by a party without legitimate reason. (2 marks)（分数：2.50）_正确答案：(In accordance with Article 34 of the Property Law, where the immovables or movables of a holder are possessed by a party without an authority, the holder may claim for the returning of the original property (immovables or movables).)解析：In relati