ACCA考试F4公司法与商法（China）真题2011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 2011年 6月及答案解析(总分：99.97，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the basic legal system of China:（分数：10.00）(1).(a) (i) explain the term judicial interpretation; (3 marks) (ii) explain the legal basis for the Supreme Peoples Court to issue a judicial

2、interpretation. (3 marks)（分数：5.00）_(2).(b) Article 428 of the Contract Law of China provides that upon the implementation of this law, the previous contract laws shall be simultaneously abolished. Based on this provision, the Supreme Peoples Court has issued a Judicial Interpretation on the Applicat

3、ion of the Contract Law. In relation to this Judicial Interpretation, state the rule of the applicable law to deal with a contractual dispute brought to the peoples court after the date of implementation of the Contract Law but the contract was concluded before that date. (4 marks)（分数：5.00）_In relat

4、ion to the Property Law of China:（分数：9.99）(1).(a) explain the legal basis for creating legitimate possession, and the rules for determining the matters arising from possession; (3 marks) （分数：3.33）_(2).(b) state the right of claim of a LEGITIMATE POSSESSOR against various tortuous activities that inf

5、ringe upon or impair the possession, or damage the immovable or movable property under a legitimate possession; (4 marks) （分数：3.33）_(3).(c) state the rules of compensation to a RIGHT HOLDER for any immovable or movable damaged, destroyed or lost by a possessor. (3 marks)（分数：3.33）_In relation to the

6、Labour Contract Law of China: （分数：10.00）(1).(a) explain the circumstances in which a labour contract is not allowed to incorporate a provision of probation. (4 marks) （分数：5.00）_(2).(b) explain the relevant restrictions on the PERIOD of probation in a labour contract. (6 marks)（分数：5.00）_In relation t

7、o the Contract Law of China: （分数：10.00）(1).(a) explain the term withdrawal of an offer; (2 marks) （分数：2.50）_(2).(b) explain the term revocation of an offer; (2 marks) （分数：2.50）_(3).(c) distinguish between withdrawal of an offer and revocation of an offer; (4 marks) （分数：2.50）_(4).(d) state whether a

8、contract is formed where an offer and a notice of withdrawal of the offer reach the offeree simultaneously. (2 marks)（分数：2.50）_1.In relation to the Company Law of China, explain the major rights of a shareholder of a limited liability company. (10 marks)（分数：10.00）_In relation to the Enterprise Bankr

9、uptcy Law of China: （分数：10.00）(1).(a) state the various circumstances under which a creditors meeting shall be held; (4 marks) （分数：5.00）_(2).(b) state the major functions and duties of the creditors committee. (6 marks)（分数：5.00）_In relation to corporate behaviour and legal liabilities: （分数：9.99）(1).

10、(a) explain the term controlling shareholder under the Company Law of China; (3 marks) （分数：3.33）_(2).(b) explain how the creditors may take legal action against the shareholder of a company for abusing the independent legal entity, and the doctrine of law for such legal action; (3 marks) （分数：3.33）_(

11、3).(c) explain the civil liabilities of the controlling shareholder for the damage of the company through affiliate trading. (4 marks)（分数：3.33）_Yado Steel Co Ltd (Yado Steel) entered into a loan agreement with Industry Bank to borrow RMB 20 million yuan for its expansion programme. Yado Steel provid

12、ed its office building as property mortgaged for the debt, and made the registration as required. Mr Ding, one of the shareholders of Yado Steel, placed a guarantee letter of general liability in favour of Industry Bank. Due to poor performance, Yado Steel failed to repay the debt when it came to ma

13、turity. Meanwhile, Industry Bank, under a restructuring plan, transferred the credit of RMB 20 million yuan together with the right of pledge to Oriental Assets Management Co (OAM). It also made a written notice to Yado Steel and Mr Ding, but failed to transfer the right of mortgage to OAM. On the c

14、ontrary, Industry Bank concluded an agreement with Yado Steel before it went bankrupt, and settled other debts owed by the latter through the sale of the office building as mortgaged for the loan. Having found this fact, OAM, as a transferee of the credit, requested the court to order Mr Ding to bea

15、r its guarantors liability for the debt. Mr Ding asserted that he was a pledger with a general liability and would be responsible for the debt only if the things mortgaged could not satisfy the debt. Required: Answer the following questions in accordance with the relevant provisions of the Property

16、Law and the Contract Law, and give your reasons for your answer:（分数：10.00）(1).(a) State whether the defence of Mr Ding should be supported by the court. (6 marks) （分数：5.00）_(2).(b) State what was the cause of this dispute between OAM and Industry Bank. (4 marks)（分数：5.00）_In October 2008 Ronger Prope

17、rties Joint Stock Co successfully issued corporate bonds of RMB 12 million yuan for three years. By the end of 2010 the net assets of Ronger Properties Joint Stock Co were RMB 80 million yuan. During the past two years it has been able to repay the interests due for the corporate bonds. In order to

18、expand its business, the board of directors of Ronger Properties Joint Stock Co adopted a resolution intending to issue another set of corporate bonds to the public investors. Required: Answer the following questions in accordance with the relevant provisions of the Securities Law of China, and give

19、 your reasons for your answer:（分数：9.99）(1).(a) State the maximum amount of corporate bonds Ronger Properties Joint Stock Co could issue for the proposed issuance. (5 marks) （分数：3.33）_(2).(b) State whether the proposed issuance of corporate bonds should be underwritten by an underwriting syndicate. (

20、4 marks) （分数：3.33）_(3).(c) State the statutory period of underwriting for the proposed issuance. (1 mark)（分数：3.33）_Due to the failure to settle the debts due, Jianshe Garment Trading Co Ltd (Jianshe Co) was declared bankrupt by its creditors. In October 2010 the court rendered an order to accept the

21、 application of bankruptcy and designated a bankruptcy administrator. During the process of bankruptcy liquidation the bankruptcy administrator found that Jianshe Co had given up a credit of RMB 200,000 yuan owed by its affiliate enterprise in August 2009. The bankruptcy administrator also found tha

22、t some shareholders of Jianshe Co failed to made full capital contributions as prescribed in the agreement of incorporation. Required: Answer the following questions in accordance with the Enterprise Bankruptcy Law of China, and give your reasons for your answer:（分数：10.00）(1).(a) (i) State whether t

23、he action of giving up credit can be revoked during the process of liquidation; (4 marks) (ii) State whether the court should grant an order to revoke the act of giving up credit. (3 marks)（分数：5.00）_(2).(b) State how to deal with the matter of the lack of full capital contributions by some of the sh

24、areholders of Jianshe Co. (3 marks)（分数：5.00）_ACCA考试 F4公司法与商法（China）真题 2011年 6月答案解析(总分：99.97，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the basic legal system of China:（分数：10.00）(1).(a) (i) explain the term judicial interpretation; (3 marks) (ii) explain the legal basis for th

25、e Supreme Peoples Court to issue a judicial interpretation. (3 marks)（分数：5.00）_正确答案：( )解析：(2).(b) Article 428 of the Contract Law of China provides that upon the implementation of this law, the previous contract laws shall be simultaneously abolished. Based on this provision, the Supreme Peoples Cou

26、rt has issued a Judicial Interpretation on the Application of the Contract Law. In relation to this Judicial Interpretation, state the rule of the applicable law to deal with a contractual dispute brought to the peoples court after the date of implementation of the Contract Law but the contract was

27、concluded before that date. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to the Property Law of China:（分数：9.99）(1).(a) explain the legal basis for creating legitimate possession, and the rules for determining the matters arising from possession; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) state the right of

28、 claim of a LEGITIMATE POSSESSOR against various tortuous activities that infringe upon or impair the possession, or damage the immovable or movable property under a legitimate possession; (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) state the rules of compensation to a RIGHT HOLDER for any immovable or m

29、ovable damaged, destroyed or lost by a possessor. (3 marks)（分数：3.33）_正确答案：( )解析：In relation to the Labour Contract Law of China: （分数：10.00）(1).(a) explain the circumstances in which a labour contract is not allowed to incorporate a provision of probation. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) expla

30、in the relevant restrictions on the PERIOD of probation in a labour contract. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to the Contract Law of China: （分数：10.00）(1).(a) explain the term withdrawal of an offer; (2 marks) （分数：2.50）_正确答案：( )解析：(2).(b) explain the term revocation of an offer; (2 marks) （

31、分数：2.50）_正确答案：( )解析：(3).(c) distinguish between withdrawal of an offer and revocation of an offer; (4 marks) （分数：2.50）_正确答案：( )解析：(4).(d) state whether a contract is formed where an offer and a notice of withdrawal of the offer reach the offeree simultaneously. (2 marks)（分数：2.50）_正确答案：( )解析：1.In rel

32、ation to the Company Law of China, explain the major rights of a shareholder of a limited liability company. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to the Enterprise Bankruptcy Law of China: （分数：10.00）(1).(a) state the various circumstances under which a creditors meeting shall be held; (4 mark

33、s) （分数：5.00）_正确答案：( )解析：(2).(b) state the major functions and duties of the creditors committee. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to corporate behaviour and legal liabilities: （分数：9.99）(1).(a) explain the term controlling shareholder under the Company Law of China; (3 marks) （分数：3.33）_正确答案：

34、( )解析：(2).(b) explain how the creditors may take legal action against the shareholder of a company for abusing the independent legal entity, and the doctrine of law for such legal action; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) explain the civil liabilities of the controlling shareholder for the dama

35、ge of the company through affiliate trading. (4 marks)（分数：3.33）_正确答案：( )解析：Yado Steel Co Ltd (Yado Steel) entered into a loan agreement with Industry Bank to borrow RMB 20 million yuan for its expansion programme. Yado Steel provided its office building as property mortgaged for the debt, and made t

36、he registration as required. Mr Ding, one of the shareholders of Yado Steel, placed a guarantee letter of general liability in favour of Industry Bank. Due to poor performance, Yado Steel failed to repay the debt when it came to maturity. Meanwhile, Industry Bank, under a restructuring plan, transfe

37、rred the credit of RMB 20 million yuan together with the right of pledge to Oriental Assets Management Co (OAM). It also made a written notice to Yado Steel and Mr Ding, but failed to transfer the right of mortgage to OAM. On the contrary, Industry Bank concluded an agreement with Yado Steel before it went bankrupt, and settled other debts owed by the latter through the sale of the office building as mortgaged for the loan. Having found this fact, OAM, as a transferee of the credit, requested the court to order Mr Ding to bear its gua