1、ACCA 考试 F4 公司法与商法（Vietnam）真题 2008 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)In relation to the Vietnamese legal system: （分数：9.99）(1).(a) List the persons and bodies that are entitled to submit draft laws to the National Assembly. (2 marks) （分数：3.33）_(2).(b) Describe how d
2、raft bills and resolutions become law. (4 marks) （分数：3.33）_(3).(c) Describe the role of the Standing Committee of the National Assembly. (4 marks)（分数：3.33）_In relation to contract law: （分数：9.99）(1).(a) Explain the provisions of the Civil Code in respect of the time of conclusion of an agreement to e
3、nter into a legally binding relationship. (4 marks) （分数：3.33）_(2).(b) Explain the provisions of the Civil Code in respect of an offer being modified by the offeror. (3 marks) （分数：3.33）_(3).(c) Explain the provisions of the Civil Code in respect of acceptance of the terms of an offer with modificatio
4、ns proposed by the offeree. (3 marks)（分数：3.33）_In relation to the law of obligations: （分数：9.99）(1).(a) Define what is meant by the term pledge. (2 marks) （分数：3.33）_(2).(b) Explain the rights of a pledgor. (4 marks) （分数：3.33）_(3).(c) Explain the rights of a pledgee. (4 marks)（分数：3.33）_In relation to
5、unlimited liability partnerships: （分数：10.00）(1).(a) Explain the rights of partners. (5 marks) （分数：5.00）_(2).(b) Explain the obligations of partners. (5 marks)（分数：5.00）_In relation to the management and administration of a shareholding company: （分数：10.00）(1).(a) Describe the role and functions of the
6、 board of management of a shareholding company. (5 marks) （分数：5.00）_(2).(b) Explain the legal and other obligations of the board of management. (5 marks)（分数：5.00）_In relation to the capital and financing of limited liability companies: （分数：10.00）(1).(a) Explain the procedures that must be followed i
7、n order for a company to increase or reduce its charter capital. (7 marks) （分数：5.00）_(2).(b) Describe the consequences of a company failing to comply with the provisions of the Law on Enterprises when reducing its charter capital or distributing dividends. (3 marks)（分数：5.00）_In relation to corporate
8、 governance: （分数：10.00）(1).(a) Explain the rights and duties of the Inspection Committee of a shareholding company. (6 marks) （分数：5.00）_(2).(b) Explain how members of the Inspection Committee may be removed. (4 marks)（分数：5.00）_Ha and Linh ordered expensive outfits to wear at a family gathering. They
9、 ordered the outfits from XYZ Co and paid for the outfits in full. They specified that delivery must be made by 20 October, in good time for the gathering that was scheduled for 25 October. XYZ Co delivered Has outfit on 20 October but informed Linh that the delivery of her outfit would be delayed u
10、ntil 22 October. Linh reluctantly agreed to the late delivery. Linh did not receive her outfit until 24 October, but by then she had decided to purchase an alternative outfit from JKL Co. She informed XYZ Co that the outfit was no longer required, but XYZ Co delivered the outfit and stated that it w
11、ould not refund the payment. Ha wore her outfit at the family gathering only to find that it was of extremely poor quality. The outfit started to fall to pieces during the gathering, causing some embarrassment to her. Required: （分数：10.00）(1).(a) Analyse the rights and obligations of Linh and XYZ Co
12、in respect of the outfit that she rejected. (5 marks) （分数：5.00）_(2).(b) Discuss the actions that may be taken by Ha in respect of the defective outfit that was supplied by XYZ Co. (5 marks)（分数：5.00）_1.Thanh is the head of finance of a large Vietnamese company. His labour agreement with the company i
13、s for a definite term of one year and he has been working for the company for eight months. Thanh has been approached by the general director of a large competitor of his present employer and has been offered a new management position with the company that will greatly enhance his income and provide
14、 significantly improved fringe benefits, including a company car and private medical care. However, the competitor is anxious that Thanh can start the new job within the next week, as the previous manager died suddenly and must be replaced as a matter of priority. When Thanh informed his current emp
15、loyer of his desire to leave within the next week the general director insisted that the company would require Thanh to continue working for the company for the remaining four months of his contract. Required: Analyse the legal positions of Thanh and his employer in relation to Thanhs desire to leav
16、e the company at short notice and the companys desire to insist that he remains with the company. (10 marks)（分数：10.00）_JKL Co is a shareholding company. On 1 February the board of management met to consider the companys trading difficulties. The company was faced with a cash flow crisis. Although th
17、e companys financial position was a cause for serious concern, the board agreed that there was a genuine prospect of recovery if cash could be raised quickly. They therefore agreed to sell a warehouse belonging to the company for this purpose. Despite the warehouse having an estimated value of 225 m
18、illion dong, the highest offer to the real estate agency was 120 million. The board reluctantly accepted this figure and the property was sold on 1 May. On 1 June the companys cash flow had improved and the board of management decided to repay a loan of 300 million dong ahead of the scheduled repaym
19、ent date. The loan had been backed by a guarantee given by Vinh, a member of the board of management. On 1 August the company was declared bankrupt by the court. Required: （分数：10.00）(1).(a) Explain whether there will be any legal consequences to the board of management of the decision to sell the wa
20、rehouse. (5 marks) （分数：5.00）_(2).(b) Explain whether there will be any consequences to the board of management or to Vinh personally of the decision to repay the loan ahead of schedule. (5 marks)（分数：5.00）_ACCA 考试 F4 公司法与商法（Vietnam）真题 2008 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，
21、分数：0.00)In relation to the Vietnamese legal system: （分数：9.99）(1).(a) List the persons and bodies that are entitled to submit draft laws to the National Assembly. (2 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Describe how draft bills and resolutions become law. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Describ
22、e the role of the Standing Committee of the National Assembly. (4 marks)（分数：3.33）_正确答案：( )解析：In relation to contract law: （分数：9.99）(1).(a) Explain the provisions of the Civil Code in respect of the time of conclusion of an agreement to enter into a legally binding relationship. (4 marks) （分数：3.33）_正
23、确答案：( )解析：(2).(b) Explain the provisions of the Civil Code in respect of an offer being modified by the offeror. (3 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the provisions of the Civil Code in respect of acceptance of the terms of an offer with modifications proposed by the offeree. (3 marks)（分数：
24、3.33）_正确答案：( )解析：In relation to the law of obligations: （分数：9.99）(1).(a) Define what is meant by the term pledge. (2 marks) （分数：3.33）_正确答案：( )解析：(2).(b) Explain the rights of a pledgor. (4 marks) （分数：3.33）_正确答案：( )解析：(3).(c) Explain the rights of a pledgee. (4 marks)（分数：3.33）_正确答案：( )解析：In relation
25、to unlimited liability partnerships: （分数：10.00）(1).(a) Explain the rights of partners. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the obligations of partners. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the management and administration of a shareholding company: （分数：10.00）(1).(a) Describe the
26、role and functions of the board of management of a shareholding company. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain the legal and other obligations of the board of management. (5 marks)（分数：5.00）_正确答案：( )解析：In relation to the capital and financing of limited liability companies: （分数：10.00）(1).(a)
27、 Explain the procedures that must be followed in order for a company to increase or reduce its charter capital. (7 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Describe the consequences of a company failing to comply with the provisions of the Law on Enterprises when reducing its charter capital or distribut
28、ing dividends. (3 marks)（分数：5.00）_正确答案：( )解析：In relation to corporate governance: （分数：10.00）(1).(a) Explain the rights and duties of the Inspection Committee of a shareholding company. (6 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Explain how members of the Inspection Committee may be removed. (4 marks)（分数
29、5.00）_正确答案：( )解析：Ha and Linh ordered expensive outfits to wear at a family gathering. They ordered the outfits from XYZ Co and paid for the outfits in full. They specified that delivery must be made by 20 October, in good time for the gathering that was scheduled for 25 October. XYZ Co delivered Ha
30、s outfit on 20 October but informed Linh that the delivery of her outfit would be delayed until 22 October. Linh reluctantly agreed to the late delivery. Linh did not receive her outfit until 24 October, but by then she had decided to purchase an alternative outfit from JKL Co. She informed XYZ Co t
31、hat the outfit was no longer required, but XYZ Co delivered the outfit and stated that it would not refund the payment. Ha wore her outfit at the family gathering only to find that it was of extremely poor quality. The outfit started to fall to pieces during the gathering, causing some embarrassment
32、 to her. Required: （分数：10.00）(1).(a) Analyse the rights and obligations of Linh and XYZ Co in respect of the outfit that she rejected. (5 marks) （分数：5.00）_正确答案：( )解析：(2).(b) Discuss the actions that may be taken by Ha in respect of the defective outfit that was supplied by XYZ Co. (5 marks)（分数：5.00）
33、正确答案：( )解析：1.Thanh is the head of finance of a large Vietnamese company. His labour agreement with the company is for a definite term of one year and he has been working for the company for eight months. Thanh has been approached by the general director of a large competitor of his present employer
34、 and has been offered a new management position with the company that will greatly enhance his income and provide significantly improved fringe benefits, including a company car and private medical care. However, the competitor is anxious that Thanh can start the new job within the next week, as the
35、 previous manager died suddenly and must be replaced as a matter of priority. When Thanh informed his current employer of his desire to leave within the next week the general director insisted that the company would require Thanh to continue working for the company for the remaining four months of h
36、is contract. Required: Analyse the legal positions of Thanh and his employer in relation to Thanhs desire to leave the company at short notice and the companys desire to insist that he remains with the company. (10 marks)（分数：10.00）_正确答案：( )解析：JKL Co is a shareholding company. On 1 February the board
37、 of management met to consider the companys trading difficulties. The company was faced with a cash flow crisis. Although the companys financial position was a cause for serious concern, the board agreed that there was a genuine prospect of recovery if cash could be raised quickly. They therefore agreed to sell a warehouse belonging to the company for this purpose. Despite the warehouse having an estimated value of 225 million dong, the highes
