ACCA考试F4公司法与商法（Cyprus）真题2011年6月及答案解析.doc

1、ACCA考试 F4公司法与商法（Cyprus）真题 2011年 6月及答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the legal system of Cyprus, describe the meaning and effect of the following: （分数：10.00）(1).(a) The doctrine of necessity; (5 marks) （分数：5.00）_(2).(b) Delegated legislation. (5 marks)（

2、分数：5.00）_In relation to contract law, explain the following: （分数：10.00）(1).(a) The equitable remedies available for breach of contract; (6 marks) （分数：5.00）_(2).(b) The doctrine of privity of contract. (4 marks)（分数：5.00）_1.With reference to the law on agency, describe the circumstances under which an

3、 agent may delegate his authority. (10 marks)（分数：10.00）_With reference to the Companies Law Cap. 113, explain the meaning and importance of the following: （分数：9.99）(1).(a) Table A of the First Schedule of the Companies Law, Cap. 113; (3 marks) （分数：3.33）_(2).(b) Limited liability; (4 marks) （分数：3.33）

4、_(3).(c) Perpetual succession. (3 marks)（分数：3.33）_With reference to the winding up provisions of the Companies Law Cap. 113, explain: （分数：10.00）(1).(a) The circumstances under which a company is deemed unable to pay its debts; (4 marks) （分数：5.00）_(2).(b) The circumstances under which the court may b

5、e called upon to wind up a company. (6 marks)（分数：5.00）_In relation to the dismissal of employees, describe the circumstances when the following may occur: （分数：9.99）(1).(a) Constructive dismissal; (3 marks) （分数：3.33）_(2).(b) Dismissal for misconduct; (3 marks) （分数：3.33）_(3).(c) Redundancy. (4 marks)（

6、分数：3.33）_In relation to the legal system of Cyprus, explain: （分数：10.00）(1).(a) the meaning of corporate governance; (3 marks) （分数：5.00）_(2).(b) the legal regulation of corporate governance. (7 marks)（分数：5.00）_2.Andrew owns shares in ABC Plc, whose accounts were audited by Carla. The accounts of the

7、financial year, which ended on 31 December 2010, showed that ABC Plc had made a profit of EUR1,000,000 when it should have shown a loss of EUR500,000. After seeing those accounts, Andrew bought more shares in ABC plc. Andrew later realised that the new shares he had bought were in fact worth much le

8、ss than what he had paid for them. Required: Advise Carla whether she owes a duty of care to Andrew. (10 marks)（分数：10.00）_3.KNN Ltd is a private company limited by shares. Kevin is a director and shareholder of KNN Ltd, holding 25% of the issued share capital of KNN Ltd. Louis was appointed auditor

9、of KNN Ltd by the board of directors prior to the first annual general meeting. Kevin proposes to remove Louis from office and appoint his wife, Mary, as auditor of KNN Ltd. Required: Advise Kevin as to whether, and how, he can implement his two proposals. (10 marks)（分数：10.00）_4.SP Ltd is a private

10、company limited by shares, which has adopted Table A as its articles of association. The issued share capital of SP Ltd is divided into 1,000 ordinary shares of nominal value EUR1 each and 1,000 preference shares of nominal value EUR1 each. Both ordinary and preference shares carry one voting right

11、each. Simos owns 300 ordinary shares and 150 preference shares. Panos owns 700 ordinary shares and 850 preference shares. Panos wishes to amend certain provisions of the articles of association of SP Ltd, including the rights attached to the preference shares, but Simos objects. Required: Advise Pan

12、os and Simos respectively as to their legal rights and obligations in relation to the proposed amendments by Panos. (10 marks)（分数：10.00）_ACCA考试 F4公司法与商法（Cyprus）真题 2011年 6月答案解析(总分：99.98，做题时间：180 分钟)一、ALL TEN questions ar(总题数：10，分数：100.00)In relation to the legal system of Cyprus, describe the meaning

13、 and effect of the following: （分数：10.00）(1).(a) The doctrine of necessity; (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Delegated legislation. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to contract law, explain the following: （分数：10.00）(1).(a) The equitable remedies available for breach of contract; (6 mar

14、ks) （分数：5.00）_正确答案：( )解析：(2).(b) The doctrine of privity of contract. (4 marks)（分数：5.00）_正确答案：( )解析：1.With reference to the law on agency, describe the circumstances under which an agent may delegate his authority. (10 marks)（分数：10.00）_正确答案：( )解析：With reference to the Companies Law Cap. 113, explain

15、 the meaning and importance of the following: （分数：9.99）(1).(a) Table A of the First Schedule of the Companies Law, Cap. 113; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Limited liability; (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Perpetual succession. (3 marks)（分数：3.33）_正确答案：( )解析：With reference to the wind

16、ing up provisions of the Companies Law Cap. 113, explain: （分数：10.00）(1).(a) The circumstances under which a company is deemed unable to pay its debts; (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) The circumstances under which the court may be called upon to wind up a company. (6 marks)（分数：5.00）_正确答案：( )解析

17、：In relation to the dismissal of employees, describe the circumstances when the following may occur: （分数：9.99）(1).(a) Constructive dismissal; (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Dismissal for misconduct; (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Redundancy. (4 marks)（分数：3.33）_正确答案：( )解析：In relation

18、to the legal system of Cyprus, explain: （分数：10.00）(1).(a) the meaning of corporate governance; (3 marks) （分数：5.00）_正确答案：( )解析：(2).(b) the legal regulation of corporate governance. (7 marks)（分数：5.00）_正确答案：( )解析：2.Andrew owns shares in ABC Plc, whose accounts were audited by Carla. The accounts of the

19、 financial year, which ended on 31 December 2010, showed that ABC Plc had made a profit of EUR1,000,000 when it should have shown a loss of EUR500,000. After seeing those accounts, Andrew bought more shares in ABC plc. Andrew later realised that the new shares he had bought were in fact worth much l

20、ess than what he had paid for them. Required: Advise Carla whether she owes a duty of care to Andrew. (10 marks)（分数：10.00）_正确答案：( )解析：3.KNN Ltd is a private company limited by shares. Kevin is a director and shareholder of KNN Ltd, holding 25% of the issued share capital of KNN Ltd. Louis was appoin

21、ted auditor of KNN Ltd by the board of directors prior to the first annual general meeting. Kevin proposes to remove Louis from office and appoint his wife, Mary, as auditor of KNN Ltd. Required: Advise Kevin as to whether, and how, he can implement his two proposals. (10 marks)（分数：10.00）_正确答案：( )解析

22、：4.SP Ltd is a private company limited by shares, which has adopted Table A as its articles of association. The issued share capital of SP Ltd is divided into 1,000 ordinary shares of nominal value EUR1 each and 1,000 preference shares of nominal value EUR1 each. Both ordinary and preference shares

23、carry one voting right each. Simos owns 300 ordinary shares and 150 preference shares. Panos owns 700 ordinary shares and 850 preference shares. Panos wishes to amend certain provisions of the articles of association of SP Ltd, including the rights attached to the preference shares, but Simos objects. Required: Advise Panos and Simos respectively as to their legal rights and obligations in relation to the proposed amendments by Panos. (10 marks)（分数：10.00）_正确答案：( )解析：