ACCA考试F4公司法与商法（Hong+Kong）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（Hong+Kong）真题 2009 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 the sources of law in the Hong Kong Special Administrative Region: （分数：10.00）(1).(a) Explain the doctrine of precedent. (4 marks) （分数：5.00）_(2).(b) Explain the conditions necessar

2、y for the doctrine of precedent to operate. (6 marks)（分数：5.00）_In relation to employment law: （分数：10.00）(1).(a) Explain the main difference between a contract of service and a contract for services. (2 marks) （分数：5.00）_(2).(b) Describe the different legal consequences that flow from a contract of se

3、rvice and a contract for services. (8 marks)（分数：5.00）_In relation to the law of contract, the law of tort and criminal law: （分数：10.00）(1).(a) Explain the nature of contractual liabilities. (4 marks) （分数：5.00）_(2).(b) Distinguish the law of tort from criminal law. (6 marks)（分数：5.00）_In relation to ag

4、ency law, explain the following: （分数：10.00）(1).(a) The term agency. (3 marks) （分数：5.00）_(2).(b) The creation of an agency relationship by: (i) Agreement; and (3 marks) (ii) Necessity. (4 marks)（分数：5.00）_1.Explain the legal consequences arising from the fact that a company is a separate legal entity

5、and is distinct from its members. (10 marks)（分数：10.00）_2.In relation to company law, explain and distinguish between a fixed charge and a floating charge. (10 marks)（分数：10.00）_3.In relation to the takeover of a company (the target company) by another company, explain the statutory provisions governi

6、ng the compulsory acquisition of the minoritys shareholding of the target company. (10 marks)（分数：10.00）_4.Last week, Beauty offered to buy Allans computer at $3,000 for the purpose of writing a thesis. However, Beauty subsequently agreed to increase the purchase price to $5,000 after Allan told her

7、that the computer could also be used for playing movies, and this became one of the contractual terms between the parties in the contract of sale. Beauty paid $5,000 to Allan, received the computer from Allan and completed the thesis by making use of the computer. However, she could not play movies

8、with the computer. Required: In relation to contract law, advise Beauty as to her rights under the contract. (10 marks)（分数：10.00）_Andrew is a share trader. Last week, he purchased a companys shares in reliance upon a copy of the auditors report of the company. The company is a listed company. The re

9、port was compiled on the basis of some of the companys invoices the dates of which had been altered (the Irregularity). As a result, the report exaggerated the profit of the company and Andrew suffered a loss from the transaction. Before the report was made, the auditors were aware of the Irregulari

10、ty. However, they did not make any enquiry or carry out an investigation of any kind about the Irregularity before they approved the report by signing it. In addition, the auditors mentioned nothing about the Irregularity in the report. Required: In relation to professional negligence: （分数：10.00）(1)

11、.(a) Advise the auditors as to whether they were negligent in preparing and approving the report. (5 marks) （分数：5.00）_(2).(b) Assuming that the auditors were negligent, advise Andrew as to whether he can recover his loss from the auditors. (5 marks)（分数：5.00）_Collins is an employee and a shareholder

12、of a company. The company was incorporated in 2005 and adopts the full version of Table A of the Companies Ordinance (Cap 32) as its articles of association. Yesterday, Collins heard that the board of directors of the company intended to pass a resolution to terminate the employment contracts of all

13、 the employees who had worked for the company for more than four years (the Resolution). On the following morning, as a shareholder of the company, Collins called the chairman of the board and demanded that the board not pass the resolution (Collinss Demand). Required: In relation to company law: （分

14、数：10.00）(1).(a) Explain to the chairman whether the board must comply with Collinss Demand. (5 marks) （分数：5.00）_(2).(b) Assuming that the board may disregard Collinss Demand, advise Collins as to other actions he may take to stop the board from passing the resolution. (5 marks)（分数：5.00）_ACCA 考试 F4 公

15、司法与商法（Hong+Kong）真题 2009 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 the sources of law in the Hong Kong Special Administrative Region: （分数：10.00）(1).(a) Explain the doctrine of precedent. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the conditions necessary

16、for the doctrine of precedent to operate. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to employment law: （分数：10.00）(1).(a) Explain the main difference between a contract of service and a contract for services. (2 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the different legal consequences that flow f

17、rom a contract of service and a contract for services. (8 marks)（分数：5.00）_正确答案：( )解析：In relation to the law of contract, the law of tort and criminal law: （分数：10.00）(1).(a) Explain the nature of contractual liabilities. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Distinguish the law of tort from criminal

18、 law. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to agency law, explain the following: （分数：10.00）(1).(a) The term agency. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The creation of an agency relationship by: (i) Agreement; and (3 marks) (ii) Necessity. (4 marks)（分数：5.00）_正确答案：( )解析：1.Explain the legal co

19、nsequences arising from the fact that a company is a separate legal entity and is distinct from its members. (10 marks)（分数：10.00）_正确答案：( )解析：2.In relation to company law, explain and distinguish between a fixed charge and a floating charge. (10 marks)（分数：10.00）_正确答案：( )解析：3.In relation to the takeov

20、er of a company (the target company) by another company, explain the statutory provisions governing the compulsory acquisition of the minoritys shareholding of the target company. (10 marks)（分数：10.00）_正确答案：( )解析：4.Last week, Beauty offered to buy Allans computer at $3,000 for the purpose of writing

21、a thesis. However, Beauty subsequently agreed to increase the purchase price to $5,000 after Allan told her that the computer could also be used for playing movies, and this became one of the contractual terms between the parties in the contract of sale. Beauty paid $5,000 to Allan, received the com

22、puter from Allan and completed the thesis by making use of the computer. However, she could not play movies with the computer. Required: In relation to contract law, advise Beauty as to her rights under the contract. (10 marks)（分数：10.00）_正确答案：( )解析：Andrew is a share trader. Last week, he purchased a

23、 companys shares in reliance upon a copy of the auditors report of the company. The company is a listed company. The report was compiled on the basis of some of the companys invoices the dates of which had been altered (the Irregularity). As a result, the report exaggerated the profit of the company

24、 and Andrew suffered a loss from the transaction. Before the report was made, the auditors were aware of the Irregularity. However, they did not make any enquiry or carry out an investigation of any kind about the Irregularity before they approved the report by signing it. In addition, the auditors

25、mentioned nothing about the Irregularity in the report. Required: In relation to professional negligence: （分数：10.00）(1).(a) Advise the auditors as to whether they were negligent in preparing and approving the report. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Assuming that the auditors were negligent, a

26、dvise Andrew as to whether he can recover his loss from the auditors. (5 marks)（分数：5.00）_正确答案：( )解析：Collins is an employee and a shareholder of a company. The company was incorporated in 2005 and adopts the full version of Table A of the Companies Ordinance (Cap 32) as its articles of association. Y

27、esterday, Collins heard that the board of directors of the company intended to pass a resolution to terminate the employment contracts of all the employees who had worked for the company for more than four years (the Resolution). On the following morning, as a shareholder of the company, Collins cal

28、led the chairman of the board and demanded that the board not pass the resolution (Collinss Demand). Required: In relation to company law: （分数：10.00）(1).(a) Explain to the chairman whether the board must comply with Collinss Demand. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Assuming that the board may disregard Collinss Demand, advise Collins as to other actions he may take to stop the board from passing the resolution. (5 marks)（分数：5.00）_正确答案：( )解析：