1、ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2007 年 12 月及答案解析(总分：99.97，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.In relation to the sources of law in the Hong Kong Special Administrative Region, discuss the following: The doctrine of precedent has the advantages of maintaining the consistency and the fle
2、xibility of the case law system at the same time.(10 marks)（分数：10.00）_In relation to contract law, explain the concepts of: （分数：9.99）(1).(a) Offer. (4 marks) （分数：3.33）_(2).(b) Invitation to treat. (4 marks) （分数：3.33）_(3).(c) The importance in distinguishing between an offer and an invitation to trea
3、t. (2 marks)（分数：3.33）_In relation to agency law: （分数：10.00）(1).(a) Explain the term disclosed agent, and the role of the agent in the formation of a legal relationship for the principal. (5 marks) （分数：5.00）_(2).(b) Explain the creation of an agency relationship by ratification, and the conditions fo
4、r the ratification to be validly made. (5 marks)（分数：5.00）_2.In relation to the tort of negligence, explain the concept of duty of care. (10 marks)（分数：10.00）_In relation to corporate governance: （分数：9.99）(1).(a) Explain the importance of corporate governance. (2 marks) （分数：3.33）_(2).(b) Explain non-e
5、xecutive directors and describe their responsibilities. (2 marks) （分数：3.33）_(3).(c) Explain the fiduciary duties of non-executive directors. (6 marks)（分数：3.33）_In relation to company law, explain the following terms: （分数：9.99）(1).(a) Special resolution. (3 marks) （分数：3.33）_(2).(b) Special notice. (4
6、 marks) （分数：3.33）_(3).(c) Special business. (3 marks)（分数：3.33）_In relation to company law: （分数：10.00）(1).(a) Explain and distinguish between fixed charges and floating charges. (6 marks) （分数：5.00）_(2).(b) Explain the crystallisation of floating charges and state the circumstances under which the cry
7、stallisation takes place. (4 marks)（分数：5.00）_Ben had carried on the business of garment trading as a sole trader (the Business) before he invited Collins to join the Business two years ago. Ben and Collins signed an agreement for the purpose of governing their relationship when Collins joined the Bu
8、siness. While the agreement was entitled the partnership agreement, it had all the characteristics of an employment contract. The agreement stated, among other things, that Collins had no right to share the profit and no power to control or manage the Business (the Agreement). Collins has allowed hi
9、mself to be described as a partner of the Business on his business card. Relying on Collinss business card, which was given to David by Collins, David entered into a contract with the Business for selling garments to the Business on credit (the Price) and is now suing the Business for payment of the
10、 Price. Required: In relation to partnership law, advise Collins as to: （分数：10.00）(1).(a) Whether the Agreement is in truth a partnership agreement; and (4 marks) （分数：5.00）_(2).(b) Whether he is liable for the payment of the Price. (6 marks)（分数：5.00）_3.Cathy was a secretary of ABC Ltd. Last Monday,
11、she was late for the office by five minutes after she got out of bed late that morning. It was the first time that Cathy did not arrive at the office on time. The regulation of the company requires the employees to report for their duties punctually. To avoid problems, Cathy told the company that it
12、 was the traffic congestion that caused her to be late. This did not affect Cathy in the performance of her duties for the company. The company has discovered that Cathys explanation of her lateness was a lie. Required: In relation to the Employment Ordinance (Cap 57), advise the company as to wheth
13、er there is any ground for the company to dismiss Cathy summarily. (10 marks)（分数：10.00）_4.Computer Ltd has been solely managed by Michael, who is the managing director of the company. Ever since the incorporation of Computer Ltd, Computer Ltd has received the financial support from Fashion Ltd, its
14、holding company whenever Computer Ltd is in financial crisis. Several months ago, Computer Ltd was insolvent. Upon the representation from Michael about the financial support from Fashion Ltd to Computer Ltd, Bank Ltd loaned to Computer Ltd the sum of HK$5 million without security. Computer Ltd is n
15、ow being wound up by its creditors. By reason of a sudden change in the structure of Fashion Ltd two months ago, Fashion Ltd has refused to give further financial support to Computer Ltd. Required: In relation to company law, advise Bank Ltd as to whether Michael is liable for fraudulent trading und
16、er section 275(1) of Companies Ordinance (Cap 32). (10 marks)（分数：10.00）_ACCA 考试 F4 公司法与商法（Hong+Kong）真题 2007 年 12 月答案解析(总分：99.97，做题时间：180 分钟)一、ALL TEN questions ar(总题数：1，分数：0.00)1.In relation to the sources of law in the Hong Kong Special Administrative Region, discuss the following: The doctrine of
17、precedent has the advantages of maintaining the consistency and the flexibility of the case law system at the same time.(10 marks)（分数：10.00）_正确答案：( )解析：In relation to contract law, explain the concepts of: （分数：9.99）(1).(a) Offer. (4 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Invitation to treat. (4 marks)
18、分数：3.33）_正确答案：( )解析：(3).(c) The importance in distinguishing between an offer and an invitation to treat. (2 marks)（分数：3.33）_正确答案：( )解析：In relation to agency law: （分数：10.00）(1).(a) Explain the term disclosed agent, and the role of the agent in the formation of a legal relationship for the principal
19、 (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the creation of an agency relationship by ratification, and the conditions for the ratification to be validly made. (5 marks)（分数：5.00）_正确答案：( )解析：2.In relation to the tort of negligence, explain the concept of duty of care. (10 marks)（分数：10.00）_正确答案：(
20、 )解析：In relation to corporate governance: （分数：9.99）(1).(a) Explain the importance of corporate governance. (2 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain non-executive directors and describe their responsibilities. (2 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the fiduciary duties of non-executive
21、directors. (6 marks)（分数：3.33）_正确答案：( )解析：In relation to company law, explain the following terms: （分数：9.99）(1).(a) Special resolution. (3 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Special notice. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Special business. (3 marks)（分数：3.33）_正确答案：( )解析：In relation to company
22、law: （分数：10.00）(1).(a) Explain and distinguish between fixed charges and floating charges. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the crystallisation of floating charges and state the circumstances under which the crystallisation takes place. (4 marks)（分数：5.00）_正确答案：( )解析：Ben had carried on
23、the business of garment trading as a sole trader (the Business) before he invited Collins to join the Business two years ago. Ben and Collins signed an agreement for the purpose of governing their relationship when Collins joined the Business. While the agreement was entitled the partnership agreeme
24、nt, it had all the characteristics of an employment contract. The agreement stated, among other things, that Collins had no right to share the profit and no power to control or manage the Business (the Agreement). Collins has allowed himself to be described as a partner of the Business on his busine
25、ss card. Relying on Collinss business card, which was given to David by Collins, David entered into a contract with the Business for selling garments to the Business on credit (the Price) and is now suing the Business for payment of the Price. Required: In relation to partnership law, advise Collins
26、 as to: （分数：10.00）(1).(a) Whether the Agreement is in truth a partnership agreement; and (4 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Whether he is liable for the payment of the Price. (6 marks)（分数：5.00）_正确答案：( )解析：3.Cathy was a secretary of ABC Ltd. Last Monday, she was late for the office by five minute
27、s after she got out of bed late that morning. It was the first time that Cathy did not arrive at the office on time. The regulation of the company requires the employees to report for their duties punctually. To avoid problems, Cathy told the company that it was the traffic congestion that caused he
28、r to be late. This did not affect Cathy in the performance of her duties for the company. The company has discovered that Cathys explanation of her lateness was a lie. Required: In relation to the Employment Ordinance (Cap 57), advise the company as to whether there is any ground for the company to
29、dismiss Cathy summarily. (10 marks)（分数：10.00）_正确答案：( )解析：4.Computer Ltd has been solely managed by Michael, who is the managing director of the company. Ever since the incorporation of Computer Ltd, Computer Ltd has received the financial support from Fashion Ltd, its holding company whenever Comput
30、er Ltd is in financial crisis. Several months ago, Computer Ltd was insolvent. Upon the representation from Michael about the financial support from Fashion Ltd to Computer Ltd, Bank Ltd loaned to Computer Ltd the sum of HK$5 million without security. Computer Ltd is now being wound up by its credit
31、ors. By reason of a sudden change in the structure of Fashion Ltd two months ago, Fashion Ltd has refused to give further financial support to Computer Ltd. Required: In relation to company law, advise Bank Ltd as to whether Michael is liable for fraudulent trading under section 275(1) of Companies Ordinance (Cap 32). (10 marks)（分数：10.00）_正确答案：( )解析：
