ACCA考试F4公司法与商法（China）真题2011年12月及答案解析.doc

1、ACCA 考试 F4 公司法与商法（China）真题 2011 年 12 月及答案解析(总分：99.96，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) explain the roles of judicial interpretations made by the Supreme Peoples Court; (6 marks) （分数：5.00）_(2).(b) state any one of the

2、 rules regarding the validity of a contract provided for in the judicial interpretations on the Contract Law by the Supreme Peoples Court. (4 marks)（分数：5.00）_In relation to the Property Law of China: （分数：9.99）(1).(a) explain the term right to use the land for construction; (3 marks) （分数：3.33）_(2).(b

3、) state the forms to establish the right to use the land for construction; (3 marks) （分数：3.33）_(3).(c) state the various forms of disposal in relation to the right to use the land for construction by the owner of such a right. (4 marks)（分数：3.33）_In relation to the Labour Contract Law of China: （分数：9

4、.99）(1).(a) explain the circumstances that make a labour contract invalid or partially invalid in the process of concluding it; (3 marks) （分数：3.33）_(2).(b) explain the provisions contained in a labour contract that would be regarded as invalid or partially invalid; (3 marks) （分数：3.33）_(3).(c) state

5、the provisions concerning liquidated damages for breach of a labour contract by an employee that may be incorporated into a labour contract. (4 marks)（分数：3.33）_In relation to the Contract Law of China: （分数：9.99）(1).(a) explain the term liquidated damages, and state the legal nature of them; (2 marks

6、) （分数：3.33）_(2).(b) state the rules relating to the award of liquidated damages; (6 marks) （分数：3.33）_(3).(c) state the rule relating to the award of liquidated damages for delay in performing the contractual obligation. (2 marks)（分数：3.33）_In relation to the Company Law of China: （分数：10.00）(1).(a) st

7、ate the circumstances under which a joint stock company may purchase its own shares; (6 marks) （分数：5.00）_(2).(b) state the reasons why a joint stock company is generally not allowed to purchase its own shares, except under special circumstances. (4 marks)（分数：5.00）_In relation to the Enterprise Bankr

8、uptcy Law of China: （分数：10.00）(1).(a) state the rules on the circumstances to declare the creditors right, including what is not required to be declared; (4 marks) （分数：5.00）_(2).(b) state the rules with respect to joint and several creditors/debtors during the course of declaration of the creditors

9、right. (6 marks)（分数：5.00）_In relation to the Securities Law of China: （分数：10.00）(1).(a) state, and explain the duties of, the relevant personnel of a listed stock company who are responsible for the disclosure of information in the companys regular reports; (4 marks) （分数：5.00）_(2).(b) state the lega

10、l liabilities of an issuer, a listed stock company and the relevant personnel for failing to disclose information, or disclosing false, misleading or omitted information. (6 marks)（分数：5.00）_Mr Liu entered into an agreement to buy a second-hand car from Mr Feng at a price of RMB 50,000 yuan. After th

11、e conclusion of the agreement, Mr Liu paid the price and Feng delivered the car to Mr Liu. The two parties, however, did not register the sale of the car. Following the sale Mr Liu took the car to a repair shop to repair the air conditioner. After the completion of the repair and on the way home, a

12、fire accident occurred due to the defect of the air conditioner and caused serious damage to the car. Mr Liu returned to the repair shop claiming compensation for the defect of the air conditioner. The repair shop insisted that it was not liable for the fire accident and the resulting damage to the

13、car. In addition, after retrieval of the data from the local vehicles registration centre, the repair shop found that the registered owner of the car was still Mr Feng, not Mr Liu. Under such a situation it refused to discuss the dispute any more with Mr Liu, on the ground that he was not a legitima

14、te owner of the car. When Mr Liu asked Mr Feng to negotiate with the repair shop, Mr Feng was reluctant to do so on the ground that the transaction between them was over since he had duly delivered the car to Mr Liu. Required: Answer the following questions in accordance with the relevant provisions

15、 of the Property Law, and give your reasons for your answer:（分数：9.99）(1).(a) state the rule as to the passing of ownership for a car as a kind of movables, and the effect of the agreement between the two parties; (4 marks) （分数：3.33）_(2).(b) state who should be the legitimate owner of the car; (4 mar

16、ks) （分数：3.33）_(3).(c) state whether the repair shop should be liable for the damaged car if the fire was caused by the defect of the air conditioner. (2 marks)（分数：3.33）_In January 2011 Department Store entered into a sales contract with Appliance Co to buy 100 refrigerators from the latter at a pric

17、e of RMB 3,000 yuan/piece, total price being RMB 300,000 yuan. The payment would be made in two instalments: 100,000 yuan as advance payment to be paid after the conclusion of the contract, and the remaining 200,000 yuan to be paid in April 2011. Upon receiving the advance payment Appliance Co would

18、 deliver all the products. After the conclusion of the sales contract, Department Store made the first payment of 100,000 yuan and received all the products delivered by Appliance Co. In the same month, Appliance Co intended to rent a space of 100 m2 from Department Store to exhibit its other applia

19、nce products. For this purpose the two parties entered into a rental agreement and agreed upon the following terms and conditions: the term of rental would be one year as from January to December 2011; the total rental would be RMB 400,000 yuan and be paid RMB 100,000 yuan quarterly within the first

20、 10 days of January, April, July and October. At the end of March 2011 Appliance Co sent Department Store a written notice, stating that it would set off its rental of RMB 200,000 yuan for the second and third instalments with the remaining price of 200,000 yuan for the refrigerators. Required: Answ

21、er the following questions in accordance with the relevant provisions of the Contract Law, and give your reasons for your answer:（分数：10.00）(1).(a) state the nature and different forms of set-off as presented by Appliance Co to Department Store; (4 marks) （分数：5.00）_(2).(b) state the conditions to be

22、met by Appliance Co when it was claiming the set-off of credit and debt with Department Store. (6 marks)（分数：5.00）_Stationary Company was a joint stock company incorporated by four natural persons (A, B, C and D) and Fengli Co Ltd, with a total registered capital of RMB 50 million yuan. During the op

23、erations of the past three years, Stationary Company gained no profits in the financial years 2008 and 2009. In 2010 Stationary Company gained an after-tax profit of RMB 5 million yuan. In the beginning of 2011 the board of directors of Stationary Company submitted to the general shareholders meetin

24、g for approval two resolutions. The proposed resolutions were on the following: (i) The company would distribute dividends to the shareholders on the basis of 010 yuan per share with all its after-tax profit of RMB 5 million yuan for 2010; (ii) For the purpose of getting financing from the bank, the

25、 company was to place a pledge with all the shares of its shareholders to the bank. Required: Answer the following questions in accordance with the relevant provisions of the Company Law, and give your reasons for your answer:（分数：10.00）(1).(a) state whether proposed resolution (i) on the distributio

26、n of dividends was in conformity with the law; (5 marks) （分数：5.00）_(2).(b) state whether proposed resolution (ii) on placing the shares as a pledge for a loan was in conformity with the law. (5 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（China）真题 2011 年 12 月答案解析(总分：99.96，做题时间：180 分钟)一、ALL TEN questions ar(总题数

27、：10，分数：100.00)In relation to the basic legal system of China: （分数：10.00）(1).(a) explain the roles of judicial interpretations made by the Supreme Peoples Court; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) state any one of the rules regarding the validity of a contract provided for in the judicial interpr

28、etations on the Contract Law by the Supreme Peoples Court. (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 term right to use the land for construction; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) state the forms to establish the right to use the land f

29、or construction; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) state the various forms of disposal in relation to the right to use the land for construction by the owner of such a right. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to the Labour Contract Law of China: （分数：9.99）(1).(a) explain the circumstance

30、s that make a labour contract invalid or partially invalid in the process of concluding it; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) explain the provisions contained in a labour contract that would be regarded as invalid or partially invalid; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) state the provisions

31、 concerning liquidated damages for breach of a labour contract by an employee that may be incorporated into a labour contract. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to the Contract Law of China: （分数：9.99）(1).(a) explain the term liquidated damages, and state the legal nature of them; (2 marks) （

32、分数：3.33）_正确答案：( )解析：(2).(b) state the rules relating to the award of liquidated damages; (6 marks) （分数：3.33）_正确答案：( )解析：(3).(c) state the rule relating to the award of liquidated damages for delay in performing the contractual obligation. (2 marks)（分数：3.33）_正确答案：( )解析：In relation to the Company Law

33、of China: （分数：10.00）(1).(a) state the circumstances under which a joint stock company may purchase its own shares; (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) state the reasons why a joint stock company is generally not allowed to purchase its own shares, except under special circumstances. (4 marks)（分数：

34、5.00）_正确答案：( )解析：In relation to the Enterprise Bankruptcy Law of China: （分数：10.00）(1).(a) state the rules on the circumstances to declare the creditors right, including what is not required to be declared; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) state the rules with respect to joint and several credi

35、tors/debtors during the course of declaration of the creditors right. (6 marks)（分数：5.00）_正确答案：( )解析：In relation to the Securities Law of China: （分数：10.00）(1).(a) state, and explain the duties of, the relevant personnel of a listed stock company who are responsible for the disclosure of information i

36、n the companys regular reports; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) state the legal liabilities of an issuer, a listed stock company and the relevant personnel for failing to disclose information, or disclosing false, misleading or omitted information. (6 marks)（分数：5.00）_正确答案：( )解析：Mr Liu entered

37、 into an agreement to buy a second-hand car from Mr Feng at a price of RMB 50,000 yuan. After the conclusion of the agreement, Mr Liu paid the price and Feng delivered the car to Mr Liu. The two parties, however, did not register the sale of the car. Following the sale Mr Liu took the car to a repair shop to repair the air conditioner. After the completion of the repair and on the way home, a fire accident occurred due to the defect of the air conditioner and caused serious damage to the car. Mr Liu returned to the repair sho