ACCA考试F4公司法与商法（Vietnam）真题2010年12月及答案解析.doc

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1、ACCA 考试 F4 公司法与商法（Vietnam）真题 2010 年 12 月及答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Vietnamese legal system: （分数：10.00）(1).(a) Explain the different types of laws that can be created under the Vietnamese Constitution, and by whom. (6 marks) （分数：5.00）_(2).(b) De

2、scribe how the courts deal with a situation in which there is no specifi c law to decide the outcome of a legal case. (4 marks)（分数：5.00）_1.In relation to contract law, explain the circumstances under which a contract may be terminated, and state the consequences of the termination of the contract. (

3、10 marks)（分数：10.00）_In relation to employment law, describe the provisions of the Labour Code in respect of the following: （分数：9.99）(1).(a) Defi nite term labour contracts. (4 marks) （分数：3.33）_(2).(b) Probationary periods for new workers. (3 marks) （分数：3.33）_(3).(c) Assignment of employees to duties

4、 other than their regular work. (3 marks)（分数：3.33）_In relation to the management and administration of limited liability companies: （分数：10.00）(1).(a) Explain the rights and duties of the Members Council. (6 marks) （分数：5.00）_(2).(b) Explain the rights and duties of the Chairman of the Members Council

5、. (4 marks)（分数：5.00）_In relation to capital and fi nancing: （分数：10.00）(1).(a) Defi ne the types of preference share that may be offered by a shareholding company. (3 marks) （分数：5.00）_(2).(b) Describe the rights of the different types of preference shareholders of a shareholding company. (7 marks)（分数

6、：5.00）_In relation to insolvency: （分数：10.00）(1).(a) Describe the duties, powers and responsibilities of the committee for management and liquidation of assets. (7 marks) （分数：5.00）_(2).(b) Describe the duties, powers and responsibilities of the head of the committee for management and liquidation of

7、assets. (3 marks)（分数：5.00）_In relation to corporate governance: （分数：10.00）(1).(a) Explain the meaning of corporate governance. (4 marks) （分数：5.00）_(2).(b) Discuss the role of the Inspection Committee in promoting good standards of corporate governance. (6 marks)（分数：5.00）_2.Nhu had two laptop compute

8、rs for sale. Nhu wrote to Huong, offering one laptop computer for 6 million dong. Huong accepted the offer but after posting the acceptance changed her mind and sent another letter stating that she did not want the laptop. Both letters arrived at Nhus offi ce in the same delivery. Nhu despatched the

9、 laptop to Huong with an invoice for 6 million dong. Nhu wrote to Giang offering the second laptop computer for 6 million dong. Giang replied stating that he was only prepared to offer Nhu 5 million dong, which Nhu refused. Two weeks later, Giang contacted Nhu again, accepting Nhus original offer of

10、 6 million dong. Nhu had already sold the computer to another person. Required: Explain whether Nhu has entered into legally binding contracts with Huong and Giang. (10 marks)（分数：10.00）_Khanh and Lan are partners in an unlimited partnership. The relationship between the partners has deteriorated rec

11、ently and Lan has announced that she will leave the partnership immediately to set up a business on her own. The partnership is currently working on a major project that will not be completed for another 12 months. Lans technical expertise is vital to the project, and without her partner Khanh will

12、be unable to fi nish the project on time. Soon after Lan announced her decision to leave, three of the partnerships customers informed Khanh that they would be dealing with Lans new business in the future. It became apparent from the discussions that Lan had been negotiating new contracts with these

13、 customers for several months. Required: （分数：10.00）(1).(a) Discuss the potential consequences of Lans immediate withdrawal from the partnership. (6 marks) （分数：5.00）_(2).(b) Explain whether Khanh can take any action against Lan in relation to the loss of existing customers to Lans new business. (4 ma

14、rks)（分数：5.00）_Bao owns 10% of the ordinary shares in XYZ Joint Stock Company, a shareholding company. Having read the annual report of the company he is angry that the Board of Management has awarded signifi cant pay increases to five key senior employees on the basis that they have developed new pr

15、oducts that are expected to contribute substantial profits in the next fi ve years. The products are still under development and will not be launched until next year. The company is proposing a reduction in dividends for the current year in order to provide extra capital for investment in the new pr

16、oducts, even though the companys profi ts have increased signifi cantly over those earned in previous years. Required: （分数：10.00）(1).(a) Discuss the actions that Bao can take to object to the decisions of the Board of Management in respect of its proposed strategy. (6 marks) （分数：5.00）_(2).(b) Explai

17、n the extent to which Bao and his fellow shareholders can infl uence the dividend distributed to shareholders. (4 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（Vietnam）真题 2010 年 12 月答案解析(总分：99.99，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)In relation to the Vietnamese legal system: （分数：10.00）(1).(a) Expla

18、in the different types of laws that can be created under the Vietnamese Constitution, and by whom. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe how the courts deal with a situation in which there is no specifi c law to decide the outcome of a legal case. (4 marks)（分数：5.00）_正确答案：( )解析：1.In relatio

19、n to contract law, explain the circumstances under which a contract may be terminated, and state the consequences of the termination of the contract. (10 marks)（分数：10.00）_正确答案：( )解析：In relation to employment law, describe the provisions of the Labour Code in respect of the following: （分数：9.99）(1).(a

20、) Defi nite term labour contracts. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Probationary periods for new workers. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Assignment of employees to duties other than their regular work. (3 marks)（分数：3.33）_正确答案：( )解析：In relation to the management and administration of li

21、mited liability companies: （分数：10.00）(1).(a) Explain the rights and duties of the Members Council. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the rights and duties of the Chairman of the Members Council. (4 marks)（分数：5.00）_正确答案：( )解析：In relation to capital and fi nancing: （分数：10.00）(1).(a) Defi

22、ne the types of preference share that may be offered by a shareholding company. (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the rights of the different types of preference shareholders of a shareholding company. (7 marks)（分数：5.00）_正确答案：( )解析：In relation to insolvency: （分数：10.00）(1).(a) Describe

23、the duties, powers and responsibilities of the committee for management and liquidation of assets. (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the duties, powers and responsibilities of the head of the committee for management and liquidation of assets. (3 marks)（分数：5.00）_正确答案：( )解析：In relation

24、to corporate governance: （分数：10.00）(1).(a) Explain the meaning of corporate governance. (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the role of the Inspection Committee in promoting good standards of corporate governance. (6 marks)（分数：5.00）_正确答案：( )解析：2.Nhu had two laptop computers for sale. Nhu

25、wrote to Huong, offering one laptop computer for 6 million dong. Huong accepted the offer but after posting the acceptance changed her mind and sent another letter stating that she did not want the laptop. Both letters arrived at Nhus offi ce in the same delivery. Nhu despatched the laptop to Huong

26、with an invoice for 6 million dong. Nhu wrote to Giang offering the second laptop computer for 6 million dong. Giang replied stating that he was only prepared to offer Nhu 5 million dong, which Nhu refused. Two weeks later, Giang contacted Nhu again, accepting Nhus original offer of 6 million dong.

27、Nhu had already sold the computer to another person. Required: Explain whether Nhu has entered into legally binding contracts with Huong and Giang. (10 marks)（分数：10.00）_正确答案：( )解析：Khanh and Lan are partners in an unlimited partnership. The relationship between the partners has deteriorated recently

28、and Lan has announced that she will leave the partnership immediately to set up a business on her own. The partnership is currently working on a major project that will not be completed for another 12 months. Lans technical expertise is vital to the project, and without her partner Khanh will be una

29、ble to fi nish the project on time. Soon after Lan announced her decision to leave, three of the partnerships customers informed Khanh that they would be dealing with Lans new business in the future. It became apparent from the discussions that Lan had been negotiating new contracts with these custo

30、mers for several months. Required: （分数：10.00）(1).(a) Discuss the potential consequences of Lans immediate withdrawal from the partnership. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain whether Khanh can take any action against Lan in relation to the loss of existing customers to Lans new business.

31、(4 marks)（分数：5.00）_正确答案：( )解析：Bao owns 10% of the ordinary shares in XYZ Joint Stock Company, a shareholding company. Having read the annual report of the company he is angry that the Board of Management has awarded signifi cant pay increases to five key senior employees on the basis that they have

32、developed new products that are expected to contribute substantial profits in the next fi ve years. The products are still under development and will not be launched until next year. The company is proposing a reduction in dividends for the current year in order to provide extra capital for investme

33、nt in the new products, even though the companys profi ts have increased signifi cantly over those earned in previous years. Required: （分数：10.00）(1).(a) Discuss the actions that Bao can take to object to the decisions of the Board of Management in respect of its proposed strategy. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the extent to which Bao and his fellow shareholders can infl uence the dividend distributed to shareholders. (4 marks)（分数：5.00）_正确答案：( )解析：