1、ACCA 考试 F4 公司法与商法（china）部分真题 2015 年 6 月及答案解析(总分：30.00，做题时间：180 分钟)一、Section B ALL FIVE(总题数：5，分数：30.00)1.Mr Dong, the majority shareholder of Lide Company, provided his residential house as a mortgage for a loanagreement between Lide Company and the Bank. Both parties appropriately registered the loa
2、n agreement and themortgage agreement with the relevant government agent. Before the loan agreement matured, Mr Dong intended to sell the mortgaged house to Ms Lee and disclosed to Ms Lee the fact that the house had been mortgaged. Mr Dong also notified the Bank with respect to the transactionbetwee
3、n Ms Lee and himself. Mr Dong and Ms Lee entered into a sales contract of real estate to proceed with thetransaction. However, their application for registration was denied by the relevant government authority, because theBank did not give consent in writing to this transaction. Required: In accorda
4、nce with the relevant provisions of the Property Law:（分数：6.00）(1).(a)State whether the real estate contract was a valid one if the Bank disagrees with the transaction betweenMr Dong and Ms Lee.(2 marks)（分数：2.00）_(2).(b) Explain whether the government authority should register the contract if Ms Lee
5、promises to repay theoutstanding amount of the loan, even though the Bank did not give consent to this transaction.(2 marks)（分数：2.00）_(3).(c)State whether the government authority should register the contract if Ms Lee repaid the outstanding amountof the loan, even though the Bank refused to give co
6、nsent to this transaction.(2 marks)（分数：2.00）_2.Food Shop sent a fax to Sanyi Farm to inquire about the price of tomatoes as follows: 100,000 kg of tomatoes isurgently needed. Reply as soon as possible. Upon receipt of the fax, Sanyi Farm shipped 100,000 kg of tomatoes to Food Shop. The latter took d
7、elivery of thegoods without any objection. On selling the goods Food Shop found that the quality of tomatoes did not meet thestandard required and had to sell the goods at a 20% discount. Food Shop considered that there was no contractbetween the two parties, since its fax to Sanyi Farm did not cont
8、ain the price, which was one of the essential factorsto be an effective offer. Required: In accordance with the Contract Law:（分数：6.00）(1).(a)Explain the legal nature of the fax sent by Food Shop.(2 marks)（分数：2.00）_(2).(b) Describe the legal nature of the act to take delivery of the goods by Food Sho
9、p.(2 marks)（分数：2.00）_(3).(c)Explain whether there was a contract between the two parties.(2 marks)（分数：2.00）_3.Zhao, Qian, Sun and Lee were four shareholders of a limited liability company specialising in bio-technology, eachholding 25% of the shares of the company. Several months later Qian intended
10、 to transfer his shares to a listed company for profit and sent notices to the otherthree shareholders asking for their consent. Zhao agreed and also expressed his willingness to buy Qians shares ifthe price was reasonable. Sun disagreed and claimed his right of priority to buy Qians shares. However
11、 Zhao andSun could not reach an agreement as to the proportion of shares to buy. Lee kept silent upon receipt of the notice. Since Sun offered a price lower than that of the listed company, Qian entered into a contract to sell his shares to thelisted company, which caused a dispute among the four s
12、hareholders. Under such circumstances, Lee decided toleave the company and requested the company to purchase his shares. Required: In accordance with the relevant provisions of the Company Law:（分数：6.00）(1).(a)State how Zhao and Suns failure to reach an agreement on the proportion of shares to purcha
13、se should bedealt with. (2 marks)（分数：2.00）_(2).(b) State whether Lees request for the company to purchase his shares should be upheld if the dispute wasbrought to court. (2 marks)（分数：2.00）_(3).(c)State whether Qian was entitled to transfer his shares to the listed company.(2 marks)（分数：2.00）_4.Stine,
14、 the owner of an office building, and Mering concluded a three-year leasing agreement in January 2012. Meringwould use the first floor to open a restaurant. The annual rental should be paid on the first of each month.In 2013 Stine and Mering entered into a service agreement, by which Mering would pr
15、ovide meals to the employeesof Stine. The service fees would be paid on a quarterly basis. In June 2014, Mering was declared bankrupt by a court which designated a bankruptcy administrator responsible forthe liquidation. The bankruptcy administrator found that Mering had failed to pay the rental for
16、 2014. Stine claimedthe rental due for the year of 2014 as his credit and requested to offset the meal service fees for the first and secondquarters of 2014. Stine also declared dissolution of the leasing agreement between the two parties. Required: In accordance with the Enterprise Bankruptcy Law:（
17、分数：6.00）(1).(a)State whether Stines request to offset the meal service fees was in conformity with the law.(2 marks)（分数：2.00）_(2).(b) State how to deal with Stines request to dissolve the leasing contract.(2 marks)（分数：2.00）_(3).(c)State what benefit Stine could have if its request to offset was acce
18、pted.(2 marks)（分数：2.00）_5.Ms Huang, a shareholder of the Daqing Limited Liability Company (Daqing), found that the general manager, Mr Ding,had accepted bribes from several suppliers, which materially caused losses to Daqing, and adversely affected theinterests of all shareholders. Further examinati
19、on, through a Certified Public Accountant firm, disclosed that there were a lot of affiliatedtransactions between Daqing and Everbright Co, which was the majority shareholder of Daqing. Mr Ding wasrecommended by Everbright Co and appointed by Daqings board of directors, which was substantially influ
20、enced byEverbright Co. With a series of such transactions Daqing transferred huge profits to Everbright Co and adverselyaffected Daqing. Required:（分数：6.00）(1).(a)State whether Ms Huang was entitled to take legal action against Mr Ding for his illegal behaviour ofaccepting bribes which adversely affe
21、cted all the shareholders.(2 marks)（分数：3.00）_(2).(b) State TWO different legal actions Ms Huang was entitled to take to protect the rights of Daqing and itsshareholders due to the affiliated transactions with Everbright Co.(4 marks)（分数：3.00）_ACCA 考试 F4 公司法与商法（china）部分真题 2015 年 6 月答案解析(总分：30.00，做题时间：
22、180 分钟)一、Section B ALL FIVE(总题数：5，分数：30.00)1.Mr Dong, the majority shareholder of Lide Company, provided his residential house as a mortgage for a loanagreement between Lide Company and the Bank. Both parties appropriately registered the loan agreement and themortgage agreement with the relevant gov
23、ernment agent. Before the loan agreement matured, Mr Dong intended to sell the mortgaged house to Ms Lee and disclosed to Ms Lee the fact that the house had been mortgaged. Mr Dong also notified the Bank with respect to the transactionbetween Ms Lee and himself. Mr Dong and Ms Lee entered into a sal
24、es contract of real estate to proceed with thetransaction. However, their application for registration was denied by the relevant government authority, because theBank did not give consent in writing to this transaction. Required: In accordance with the relevant provisions of the Property Law:（分数：6.
25、00）(1).(a)State whether the real estate contract was a valid one if the Bank disagrees with the transaction betweenMr Dong and Ms Lee.(2 marks)（分数：2.00）_正确答案：(The real estate contract was a valid one even if the Bank disagrees with the transaction between Mr Dong and Ms Lee.According to the Property
26、 Law, if a contract to create, modify, assign and terminate rights in immovables, it shall take effectupon conclusion of the contract; the fact that no registration has been made shall not affect the validity of such contract.)解析：(2).(b) Explain whether the government authority should register the c
27、ontract if Ms Lee promises to repay theoutstanding amount of the loan, even though the Bank did not give consent to this transaction.(2 marks)（分数：2.00）_正确答案：(The relevant government authority could lawfully refuse to register the real estate contract, even though Ms Lee promised torepay the outstand
28、ing amount of the loan. According to the Property Law, if a mortgagor transfers the mortgaged propertyduring the mortgage term, it shall receive the consent of the mortgagee or the transferee pays off the debts. Since the Bankrefused to give consent and Ms Lee merely promised to pay off the debts, t
29、he conditions to transfer a mortgaged propertywere not satisfied.)解析：(3).(c)State whether the government authority should register the contract if Ms Lee repaid the outstanding amountof the loan, even though the Bank refused to give consent to this transaction.(2 marks)（分数：2.00）_正确答案：(Since Ms Lee r
30、epaid the outstanding amount of the loan and extinguished the mortgage, the government authority shouldregister the contract, as the conditions to transfer the mortgaged property have been satisfied.)解析：2.Food Shop sent a fax to Sanyi Farm to inquire about the price of tomatoes as follows: 100,000 k
31、g of tomatoes isurgently needed. Reply as soon as possible. Upon receipt of the fax, Sanyi Farm shipped 100,000 kg of tomatoes to Food Shop. The latter took delivery of thegoods without any objection. On selling the goods Food Shop found that the quality of tomatoes did not meet thestandard required
32、 and had to sell the goods at a 20% discount. Food Shop considered that there was no contractbetween the two parties, since its fax to Sanyi Farm did not contain the price, which was one of the essential factorsto be an effective offer. Required: In accordance with the Contract Law:（分数：6.00）(1).(a)E
33、xplain the legal nature of the fax sent by Food Shop.(2 marks)（分数：2.00）_正确答案：(The legal nature of the fax sent by Food Shop was an invitation to offer, not an effective offer, since this fax contained onlythe name and quantity of the goods, lacking the essential and necessary factor for an effective
34、 offer, i.e. the price of the goods.Hence, it was only an invitation to offer.)解析：(2).(b) Describe the legal nature of the act to take delivery of the goods by Food Shop.(2 marks)（分数：2.00）_正确答案：(The legal nature of taking delivery of the goods by Food Shop was an acceptance. Since the delivery of th
35、e goods by SanyiFarm indicated its expression to enter into a contract with Food Shop in the way of action, it constituted an offer. Accordingto the Contract Law, an offeree may take various ways to accept the offer, such as written form, oral form or action. In thiscase Food Shop took delivery of t
36、he goods; it was an acceptance in the form of action.)解析：(3).(c)Explain whether there was a contract between the two parties.(2 marks)（分数：2.00）_正确答案：(There was a contract between Sanyi Farm and Food Shop. According to relevant provisions of the Contract Law, the formationof a contract takes place by
37、 way of offer and acceptance. Where an acceptance made by the offeree reaches the offeror, acontract is formed. In this case Sanyi Farm delivered the goods, which was an offer. Food Shop, as an offeree, took over thegoods and resold the goods. This meant Food Shop accepted the offer by Sanyi Farm. T
38、herefore, a contract was formed.)解析：3.Zhao, Qian, Sun and Lee were four shareholders of a limited liability company specialising in bio-technology, eachholding 25% of the shares of the company. Several months later Qian intended to transfer his shares to a listed company for profit and sent notices
39、to the otherthree shareholders asking for their consent. Zhao agreed and also expressed his willingness to buy Qians shares ifthe price was reasonable. Sun disagreed and claimed his right of priority to buy Qians shares. However, Zhao andSun could not reach an agreement as to the proportion of share
40、s to buy. Lee kept silent upon receipt of the notice. Since Sun offered a price lower than that of the listed company, Qian entered into a contract to sell his shares to thelisted company, which caused a dispute among the four shareholders. Under such circumstances, Lee decided toleave the company a
41、nd requested the company to purchase his shares. Required: In accordance with the relevant provisions of the Company Law:（分数：6.00）(1).(a)State how Zhao and Suns failure to reach an agreement on the proportion of shares to purchase should bedealt with. (2 marks)（分数：2.00）_正确答案：(According to the Compan
42、y Law, when a shareholder intends to transfer their shares, under equal conditions the othershareholders shall have priority to purchase. Where two or more shareholders fail to reach an agreement as to the respectiveproportion of purchase, they shall exercise the priority in proportion to their resp
43、ective shares. Hence, Zhao and Sun wouldshare the shares from Qian 50% each.)解析：(2).(b) State whether Lees request for the company to purchase his shares should be upheld if the dispute wasbrought to court. (2 marks)（分数：2.00）_正确答案：(According to Article 75 of the Company Law, any shareholder of a limited liability company may require the company topurchase their shares with a reasonable price if they meet any one of the
