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1Explain the following in the context of European Community law:(a)regulations; (3 marks)(b)directives;(3 marks)(c)the role of the European Court of Justice. (4 marks)(10 marks) 2(a)Explain and distinguish between an offer and an invitation to treat in the law of contract.(7marks)(b)Explain why the distinction is important. (3 marks)(10 marks) 3(a)Explain the meaning of exclusion clauses, also known as exemption clauses, in contract law. (2 marks)(b)How are such clauses controlled:(i)at common law;(4 marks)(ii)by statute?(4 marks)(10 marks) 4Explain in the context of employment law,(a)the common law duties imposed on employers; (6 marks)(b)constructive dismissal. (4 marks)(10 marks) 5Distinguish between:(a)unlimited companies;(3 marks)(b)companies limited by guarantee;(3 marks)(c)companies limited by shares.(4 marks)(10 marks) 6Explain the fiduciary duties owed by directors to their companies.(10 marks) 7(a)Explain the rules governing the payment of dividends in relation to:(i)private companies; (4 marks)(ii)public companies. (3 marks)(b)State the consequences of any dividend being paid in contravention of those rules. (3 marks)(10 marks) 8(a)Explain what is meant by ‘winding up’ in company law. (2 marks)(b)Distinguish between:(i)voluntary winding up; (4 marks)(ii)compulsory winding up. (4 marks)(10 marks)29Aerial Ltd is a small independent television production company which specialises in making television programmes which it then sells to television broadcasting companies in the United Kingdom. In January 2001 it signed a contract with an actor called Bob for him to play a leading role in one of its productions to start filming in August 2002. In the course of 2001 Bob became extremely famous and in great demand and Aerial Ltd launched a large advertising campaign publicising his appearance in their forthcoming production. The campaign was expensive, costing £300,000, but it was successful in generating great interest. As a result Aerial Ltd got a contract to sell their production to one of their usual UK clients in a deal that would enhance their usual profit of £500,000 by a further £250,000. More importantly, however, it allowed them to sell their production to an American television company ata profit of £1 million. Unfortunately in May 2002, Bob informed Aerial Ltd that he had no intentions of making a filmwith them. Aerial Ltd have been told that if they replace Bob with a lesser known actor, who is available and willing to do the work, their profit from the UK deal will be reduced to its usual level and they will lose the American deal completely.Required:Analyse the scenario from the perspective of contract law and advise Aerial Ltd as to any action it may take.(20 marks)10Clare, Dan and Eve formed a partnership 10 years ago, although Clare was a sleeping partner and never had anything to do with running the business. T wo years ago the partnership employed Frank as its manager and last year Dan retired from the partnership. Eve subsequently has left much of the day-to-day work to Frank who has let it be known generally that he has become a partner, although he has not. In January of this year Frank entered into two large contracts. The first one was with a longstanding customer Greg who had dealt with the partnership for some five years.The second contract was with a new customer Hugh. Both believed Frank’s claim that he was a partner in the business. Both contracts have gone badly wrong leaving the partnership still owing £50,000 to both Greg and Hugh.Unfortunately the business assets will only cover the first £25,000 of the total debt.Required:Consider and explain the potential liabilities of Clare, Dan, Eve and Frank.(20 marks)11Imran and Jane have established a successful publishing business which they have run as a partnership. They now wish to turn it into a public limited company.Required:(a)Explain the procedure required and the forms that have to be submitted before the public company can begintrading. (10 marks)(b)List and explain the purpose of the various registers that will have to be kept by the company. (5 marks)(c)Describe what accounting records will have to be maintained by the company. (5 marks)(20 marks)3[P.T.O.12Kath owns 76% of the share capital in Lax Ltd. There are only two other shareholders in Lax Ltd. Matt owns 10% and also operates his own separate business in direct competition with Lax Ltd. Norm owns the remaining 14%. All three shareholders are on the board of directors. However, Owen has been the effective chief executive of the company for the past three years and, although he does not own any shares in it, he has a service contract to act as the company’s managing director until 2005.Kath has received a very generous offer from Prime plc to buy her shares in Lax Ltd but only on the understanding that she is the sole shareholder and that Owen is removed from his position as Managing Director of the business.Unfortunately for Kath the articles of association of Lax Ltd contain a pre-emption clause requiring that members wishing to sell their shares must first of all offer them to the other members and only on their refusal to buy them can they be sold to an outsider.Kath intends calling an extraordinary general meeting and proposing the following resolutions:(i)that Owen be removed from the board of directors and replaced by Kath’s son Ron;(ii)that the articles of association be altered in the following ways:(a)to remove the existing pre-emption right so as to permit members to sell their shares to outsiders;(b)to require any member conducting business in competition with Lax Ltd to sell their shares to the companyat fair value;(c)to require any shareholder to sell their shares to the company at fair value on receipt of a resolution of thedirectors to that effect.Kath then intends to use the new articles to require Matt and Norm to sell their shares back to the company and sell her shares to Prime plc.Required:Advise the parties as to the legality and effectiveness of Kath’s proposed actions.(20 marks)End of Question Paper4。
12月ACCA考试F4最新模拟题及答案3 Compared to the obligations of the seller， the general obligations of the buyer under the UN Convention on the International Sale of Goods are less extensive and relatively simple; they are to pay the price for the goods and take delivery of them as required by the contract (Article 53)。
However， the convention does go on to detail how such action is to be conducted.As regards payment the following provisions apply.Firstly，the buyer‘s obligation to pay the price includes taking such steps and complying with such formalities as may be required under the contract or any laws and regulations to enable payment to be made (Article 54)。
Where a contract has been validly concluded but does not expressly or implicitly fix or make provision for determining the price， the parties are considered， in the absence of any indication to the contrary， to have impliedly made reference to the price generally charged at the time of the conclusion of the contract for such goods sold under comparable circumstances in the trade concerned (Article 55)。
Fundamentals Level – Skills Module, Paper F4 (CHN)Corporate and Business Law (China)December 2014 Answers Section A1A2B3C4D5C6A7B8B9A10C11D12B13C14C15D16A17B18C19B20A21B22A23C24D25C26B27C28B29A30C31D32B33C34C35B36C37A38D39B40D41A42C43A44D45CSection B1(a)The mortgage agreement between Mr Ma and Ms Yang could come into effect, although they failed to register the mortgage agreement. According to the Property Law, mortgage rights shall be established when such a contract comes into effect;without the registration, the mortgage right may not challenge any third party with good faith.(b)The right of pledge between Mr Ma and Mr Lee was established on the date when it was registered with the relevantgovernment department.(c)Mr Lee should be repaid in priority. Since the pledge agreement has been registered, the mortgage agreement could notchallenge the right of pledge which was duly registered.2(a)Family Mart was not entitled to refuse to accept all the 10,000 packages of goods, since the first 5,000 packages arrived timely without any defects. Furthermore, several days’ delay of the second instalment does not constitute a fundamental breach of contract and did not entitle Family Mart to dissolve the contract.(b)Seafood Co could not be exempted from the liabilities caused by Link Logistics Co in the process of transportation. Accordingto the sales contract it is Seafood Co’s obligation to carry the goods to the place of Family Mart. Any failure committed by Link Logistics Co meant the breach of contract by Seafood Co.(c)Due to Seafood Co’s breach of contract, Family Mart was entitled to claim liquidated damages but not the total amount.Although Seafood Co committed a breach of contract, it did not constitute a fundamental breach and should be liable for its breach proportionately.3(a)The merger plan should be decided by the general shareholders’ meeting, and the resolution should be adopted at the general shareholders’ meeting by two-thirds of the voting rights held by the shareholders attending the meeting.(b)According to the relevant provision of the Company Law, where the major assets purchased or sold within one year by a listedcompany exceed 30% of the total amount of its assets, the resolution shall be adopted by two-thirds of the voting rights held by the shareholders attending the meeting. Since the amount of the transaction exceeded 30% (200 million/600 million* 100% = 33%) of the total amount of Dano Stock Co’s assets, it should be subject to such a requirement.(c)According to Article 74 of the Company Law, the creditors of LLC should have the right to claim full repayment of its debtsby LLC or a corresponding guarantee from the Dano Stock Co within 30 days from the date of receipt of the notice or, within45 days from the date of the first public announcement of the merger plan.4(a)The action of the debtor giving up the credit could not be revoked by the bankruptcy administrator in the process of liquidation.According to the Enterprise Bankruptcy Law, the bankruptcy administrator may petition to the court to revoke such an action occurring up to six months prior to the court’s acceptance of the application for bankruptcy. In this case the action of giving up the credit took place beyond the six month limit, therefore, the condition to revoke is not satisfied.(b)According to the Enterprise Bankruptcy Law, where the court accepts an application for bankruptcy, and any capitalcontributor of the debtor fails to fulfil its obligation of capital contribution, the administrator shall require the relevant capital contributor to make full contribution of the capital it subscribed to, irrespective of the term for capital contribution.(c)The bankruptcy administrator has the right to decide whether to dissolve the contract or to continue to perform it.5(a)In accordance with Article 186 of the Company Law, the liquidation committee shall not satisfy any creditors during the period of declaration of claims. In this case the liquidation committee, in violation of the law, satisfied Mr T ang.(b)In accordance with Article 188 of the Company Law, if the liquidation committee discovers that there are insufficient assetsin the company to pay off its debts, the committee shall apply to the people’s court for a declaration of bankruptcy of the company. The fact that the liquidation committee decided to distribute the insolvent assets, even though they were insufficient to pay off its debts, was a violation of law.(c)In accordance with Article 207 of the Company Law, the relevant government authority may confiscate the illegal gains andimpose a fine from one to five times the value of the illegal gains.Fundamentals Level – Skills Module, Paper F4 (CHN)Corporate and Business Law (China)December 2014 Marking Scheme Section A1–45One or two marks per question; total marks 70Section B1(a) 1 mark for the correct conclusion and 1 mark for the reasons.(b) 2 marks for the correct conclusion as to the date of registration to be the date of the right of pledge.(c) 1 mark for the correct conclusion, 1 mark for the reason.2(a) 1 mark for the correct conclusion that Family Mart was not entitled to refuse to accept all the goods. 1 mark for the reasons, including the separate instalments and minor breach of contract in relation to delay.(b) 1 mark for the correct conclusion, 1 mark for the reasons to explain the conclusion.(c) 1 mark for the correct conclusion, 1 mark for the reasons that Seafood Co should be partially liable for minor breach ofcontract.3(a) 1 mark for the correct conclusion and 1 mark for the reasons to give such a conclusion.(b) 1 mark for the correct conclusion and 1 mark for the reasons.(c) 1 mark for the correct conclusion and 1 mark for the reasons.4(a) 1 mark for the conclusion and 1 mark for the reason that the action took place beyond the six months limit.(b) 1 mark for the correct conclusion and 1 mark for the reason.(c) 1 mark for each right of the bankruptcy administrator.5(a) 1 mark for the correct conclusion and 1 mark for explanation.(b) 1 mark for the correct conclusion and 1 mark for explanation.(c) 1 mark for the point as to the confiscation of illegal gain and 1 mark for the point as to the fine.。
12月ACCA考试F4考前练习题及答案ALL TEN questions are compulsory and MUST be attempted1 In relation to the Civil Procedure Law of China:(a)explain the term exclusive jurisdiction;(2 marks)(b)state the major legal characteristics of exclusive jurisdiction,in terms of:(i)the basis of exclusive jurisdiction;and (4 marks)(ii)the effect of the rule of exclusive jurisdiction.(4 marks)(10 marks)2 In relation to the Property Law of China:(a)explain the term right of lien;(4 marks)(b)state THREE conditions to be met for a party to claim the right of lien.(6 marks)(10 marks)3 In relation to the Labour Contract Law of China:(a) state the various powers of the labour administration in exercising its supervisory and examining functions;(2 marks)(b) state any FOUR kinds of situations under which the labour administration may issue administrative orders to an employer for violations of Labour Contract Law.(8 marks)(10 marks)4 In relation to the Contract Law of China:(a)explain the term termination of contract;(2 marks)(b)explain and distinguish between termination of contract and dissolution of contract.(8 marks)5 In relation to the Company Law of China:(a)state the basic rules regarding the shareholders of:(i)a general limited liability company;(2 marks)(ii)a sole-person limited liability company and a wholly state-owned company;and(2 marks)(b)state the requirements for capital of:(i)a general limited liability company;(2 marks)(ii)a sole-person limited liability company;and(2 marks)(iii)a company with exclusive state-ownership.(2 marks)(10 marks)6 In relation to the Enterprises Bankruptcy Law of China,state the legal effect of the acceptance of an application for bankruptcy by the court:(a)in terms of the preservative measures against the assets of the debtor;(4 marks)(b)in terms of the enforcement procedure against the relevant debtor;(4 marks)(c)in terms of pending legal actions against a debtor.(2 marks)(10 marks)7 In relation to the Securities Law of China:(a)explain the term sponsor in underwriting securities;(2 marks)(b)state the objective of the legislation to set up the system of sponsorship in underwriting securities;(2 marks)(c)state the various legal liabilities of a sponsor,in providing professional services,for his wrong doings or failure to perform his functions.(6 marks)8 In 2009 Mr Lee and the villager committee entered into a contract for the management of land,under which he obtained the right to manage the contracted piece of land in a small mountain for 30 years.The contract was duly registered with the relevant government authority in light of the Property Law.One day when Mr Lee was planting trees on the mountain,he accidentally found a small coal mine in the mountain.Having discovered this information many villagers rushed to the mountain to exploit coal for sale.Mr Lee demanded the villagers stop the exploitation of coal,on the ground that he has been a legitimate holder of the right of management of land.Therefore，he should be a lawful holder of right to the coal mine under the land.On the other hand,the villagers refused to accept Mr Lee‘s position and insisted that Mr Lee's right to management of land would not extend to natural resources under the land.They held that the coal mine should be the common property of the villagers as a whole and they were entitled to dig coal.。
Fundamentals Level –Skills Module, Paper F4 (CHN)Corporate and Business Law (China)December 2011 Answers 1This question requires candidates to explain the roles of judicial interpretations made by the Supreme People’s Court, and state any one of the rules regarding the validity of a contract stipulated in the judicial interpretations of Contract Law.(a)The roles of judicial interpretation made by the Supreme People’s Court include:(i)Interpreting any legal issues that are new and uncertain, causing difficulties in understanding and enforcement of thelaw;(ii)Adapting the law to changed circumstances and atoning for legislative insufficiency;(iii)Developing and applying a coherent and unified approach to the application of law;(iv)Determining the jurisdiction issue and giving guidance as operational criteria.(b)In its judicial interpretation on the Contract Law, several rules are relevant to the validity of a contract that stipulate:(i)Where the approval or registration is required for the validity of a contract, and the parties fail to get approval orregistration before the end of the debate in the first instance, the contract may be deemed as void by the court.(ii)Where the law or administrative regulations require a contract to be registered but do not stipulate that such a contract shall take effect upon registration, the party’s omission to register does not affect the validity of the contract.(iii) A contract concluded exceeding the business scope of either party shall not be deemed as void by the court, except that the party has violated the rules as to the restrictive operations or concession by the State, or that the laws oradministrative regulations prohibit such business operations.2This question requires candidates to explain the term ‘right to use the land for construction’, state various forms to establish sucha right and the various forms of disposal of the right to use the land for construction by a holder of such a right under the PropertyLaw.(a)In accordance with Article 135 of the Property Law, the ‘right to use the land for construction’ refers to such a right underwhich a right holder is entitled to possess, use and seek proceeds from the land owned by the State, and shall be entitled to the construction of buildings, fixtures and their auxiliary facilities by making use of such land.(b)In accordance with Article 137 of the Property Law, the creation of the right to use the land for construction can be establishedby forms of transfer or allotment, etc. Any acquisition of the right to use the land for construction for a commercial purpose shall take the form of transfer, such as auction, bid invitation or any other public bidding method.(c)In accordance with Article 143 of the Property Law, the holder of the right to use the land for construction is entitled to disposeof this right in various ways, such as transfer, exchange, using it as an equity contribution to a company, donation or mortgage, unless the law provides otherwise.3This question requires candidates to explain the circumstances under which a labour contract is concluded that would make it invalid and the various provisions that would be regarded as invalid, and states the provisions with respect to liquidated damages for breach of contract by an employee that may be incorporated into a labour contract under the Labour Contract Law.(a)In accordance with Article 26 of the Labour Contract Law, a labour contract shall be regarded as invalid or partially invalid ifan employer uses such means as deception or coercion, or takes advantage of an employee’s difficulties, to induce or force the employee to conclude a labour contract, that is contrary to the employee’s true intent.(b)In accordance with Article 26 of the Labour Contract Law, the following provisions in a labour contract shall be regarded asinvalid or partially invalid:(i)the provisions under which an employer may disclaim its legal liability or denies the rights of a employee; or(ii)the provisions violate the mandatory provisions of laws or administrative regulations.(c)In accordance with Articles 22, 23 and 25 of the Labour Contract Law, a labour contract shall generally not stipulate that anemployee bears any liquidated damages, unless the breach of a labour contract meets the special circumstances as prescribed in this law:(i)an employer provides special funds for an employee’s training or gives the employee professional training. The particularlabour contract may specify a term of service;(ii) a labour contract contains a special provision as to the obligation of confidentiality by an employee with necessary compensation to be granted by the employer for such special obligation.4This question requires candidates to explain the term ‘liquidated damages’ and state the nature of them, and state the rules relating to the award of liquidated damages as well as the rule relating to the award of liquidated damages for delay in performing under the Contract Law.(a)‘Liquidated damages’ are one of the legal liabilities as incorporated in a contract and to be borne by a party who breachesthe contract. The nature of liquidated damages is compensatory, not a punitive one.(b)In accordance with Article 114 of the Contract Law, the parties may agree that one party pays liquidated damages to theother in case of breach of contract according to the circumstances of the breach, they may also agree on the calculating method of damages caused by the breach. If the agreed amount of liquidated damages is excessively higher than the actual loss, a party may apply to the people’s court or an arbitration tribunal for adequate mitigation. If the agreed amount of liquidated damages is excessively lower than the actual loss, a party may apply to the People’s Court or an arbitration tribunal for an adequate increase.(c)Where the parties agreed upon the liquidated damages for delay in performance, the party shall still perform its contractualobligation after paying the liquidated damages.5This question requires candidates to state the special circumstances under which a joint stock company may purchase its own shares, and state the reasons why there is such a rule under the Company Law.(a)In accordance with Article 143 of the Company Law, a company shall not purchase its own shares except under any of thefollowing circumstances:(1)where the company is to reduce its registered capital;(2)where the company merges with another company holding shares of this company;(3)where the company is to offer its shares to its employees as a reward; or(4)where any shareholder of a company has objections to the resolution on division or merger of the company adopted bythe general shareholders’ meeting, and requires the company to purchase his/her shares.(b)The reasons that a joint stock company is generally not allowed to purchase its own shares are as follows:(i) A company purchasing its own shares would become a shareholder of the same company that would result in theconfusion of legal status between a company and its shareholders.(ii) A company holding the shares of its own would result in such a situation in which part of the capital of the company, represented by the particular shares, is in a false position. It is not in conformity with the capital system of the CompanyLaw.(iii)If the company becomes a shareholder of its own, it may control the price of shares traded in the stock market and harm the interests of public investors by using the inside information of the company.6This question requires candidates to state the rules with respect to declaration of creditor’s rights under the Enterprise Bankruptcy Law.(a)In accordance with Article 48 of the Enterprise Bankruptcy Law, all the following items, defaulted by the debtor, need notdeclare during the course of declaration of creditor’s rights: employees’ wages, subsidies for medical treatment, fundamental pensions and insurance premiums as well as other funds to the employees as prescribed by laws and administrative regulations. The bankruptcy administrator shall work out a checklist of the above items and make an announcement.(b)In accordance with Articles 50–52 of the Enterprise Bankruptcy Law, where the relevant creditors/debtors are involved inseveral and joint liability during the course of declaration of creditor’s right, the following rules shall be complied with:(i)The joint and several creditors may be represented by any one of them to declare their creditors’ right or may jointlydeclare the creditors’ right.(ii)Where the guarantor of a debtor or any other joint and several debtor has cleared off the liabilities on behalf of the debtor, the relevant party may declare its creditor’s right on the basis of its right to recourse against the debtor.(iii)Where the guarantor of a debtor or any other joint and several debtor has not yet paid off the debts on behalf of the debtor, it may declare its creditor’s right on the basis of its future right to recourse against the debtor, unless the creditorshave declared all the creditor’s right against the bankruptcy administrator.(iv)where several joint and several debtors are ruled to be governed by the procedures as prescribed in the law, the creditors have the right to declare their creditors’ rights as a whole in each bankruptcy case respectively.7This question requires candidates to state the rules as to the disclosure of information under the Securities Law.(a)In accordance with Article 68 of the Securities Law, the directors and senior executives of a listed company shall confirm inwriting on the regular reports of the company. Its supervisory board shall examine and approve the company’s regular reports worked out by the board of directors and shall put forward its opinion in writing on examination and approval. The directors, supervisors and senior executives of the company shall ensure the truthfulness, accuracy and completeness of the information disclosed by the company.(b)In accordance with Article 193 of the Securities Law, where any issuer, listed company or other obligor of informationdisclosure fails to disclose the information according to relevant regulations or the information contains a falsehood, misleading statement or major omission, they shall bear the administrative liabilities as follows:(i)to be ordered by the Securities Regulatory Commission to make a rectification;(ii)to be given a disciplinary warning by the Securities Regulatory Commission;(iii)to be imposed a fine from RMB 300,000 yuan to RMB 600,000 yuan;(iv)the persons who are directly in charge and directly responsible for such wrong doings will be given a disciplinary warning and a fine between RMB 30,000 yuan to RMB 300,000 yuan.8This question requires candidates to state the legal issue with respect to the assignment of ownership for movables under the Property Law.(a)In accordance with Articles 23 and 24 of the Property Law, unless otherwise prescribed by any law, the creation orassignment of ownership of a movable shall come into effect upon delivery. The assignment of a motor vehicle should be registered after the conclusion of the contract. However, the relevant contract shall be effective and bind upon the two parties, even though the contract was not registered. The mere legal consequence for non-registration of the sales agreement was that where Mr Feng signed another contract to sell his car to a bona fide third party and have the contract registered, the ownership of the car should pass to that bona fide third party. Under such a circumstance, Mr Liu would not become a legitimate owner of the car. However, such a circumstance did not take place. Therefore, the sales agreement between Mr Feng and Mr Liu should be effective and bind upon them.(b)In this case, Mr Feng duly delivered the car to Mr Liu and the ownership of the car passed to him. Although the sale of thecar was subject to registration under the law and the parties failed to do so, the mere fact of the non-registration of the car would not affect the transaction between the two parties, nor Mr Liu’s ownership along with the delivery of the car. The repair shop merely set up a contractual relationship with Mr Liu. It was nothing to do with the property right. Therefore, Mr Liu should be the legitimate owner of the car.(c)Since Mr Liu was the legitimate owner of the car, his property right is protected by the law. The repair shop should be liableto Mr Liu for the damages to the car if it was caused by the defect of the air conditioner.9This question requires candidates to state the nature of set-off presented by Appliance Co, and the conditions to be met for the statutory set-off under the Contract Law of China.(a)In accordance with Articles 99 and 100 of the Contract Law, there are two forms of set-off: statutory set-off and agreedset-off. Statutory set-off means that in case the conditions as prescribed by the law are satisfied, the right of set-off is established. As to the agreed set-off, it means that the set-off is carried out and based on a special agreement with respect to the set-off of the debts between the relevant parties. In this case when Appliance Co claimed the set-off of the debts, there was no such a special agreement between the two parties in this regard. Therefore, it was a form of statutory set-off.(b)In accordance with Article 99 of the Contract Law, the conditions for statutory set-off when Appliance Co was claiming theright of offset include: both Appliance Co and Department Store owed the opposite party some amount of monetary debts;the debts have become due; the nature of the debts is identical, Appliance Co has issued a notice to Department Store; there is no statutory prohibition of such set-off. Hence, Appliance Co was entitled to claim the set-off of credits and debts with Department Store.10This question requires candidates to determine the legality of the resolutions adopted by the board of directors for approval by the general shareholders’ meeting under the Company Law of China.(a)The resolution of the board of directors on the distribution of dividends was not in conformity with law.According to Article 167 of the Company Law, when a company distributes the annual after-tax profits, it shall allocate 10% of its profits to its statutory common reserve fund. After a company makes up its losses and makes allocations to the statutory common reserve fund, a limited liability company or a joint stock company may distribute the remaining after-tax profits to its shareholders according to the provisions of this Law or the articles of association.In this case Stationary Company intended to distribute all its after-tax profit, failing to allocate 10% of the profits to its statutory common reserve fund, and failing to make up its previous loss. Therefore, the resolution was not in conformity with the provisions of the Company Law.(b)The resolution of the board of directors on placing the shares as a pledge for a loan was not in conformity with law. Inaccordance with the relevant provisions of the Company Law, shares are the certificates of right held by shareholders when they make their capital contributions to the company according to the articles of association. The company cannot be a holder of the shares it issued and cannot dispose of the shares of its shareholders through a resolution, no matter if there is a resolution of the board of directors or a resolution of the general shareholders’ meeting. Therefore, any company is not allowed to place the shares of its shareholders as a pledge for a loan agreement by a resolution of the general shareholders’ meeting.Fundamentals Level –Skills Module, Paper F4 (CHN)Corporate and Business Law (China) December 2011 Marking Scheme 18–10 A thorough answer which explains the roles of judicial interpretations made by the Supreme People’s Court, and state correctly any one of the rules on the validity of a contract in the judicial interpretations on the Contract Law.6–7An answer which explains several points in part (a) and states correctly any one of the rules on the validity of a contract in the judicial interpretations on the Contract Law.3–5An answer which explains most of the points in part (a), but fails to state the judicial interpretation on the validity of a contract. As an alternative, the answer which explains one or two points in part (a) and states a little in relation to thevalidity of a contract in the judicial interpretation.0–2An answer which does not explain or explains only one point in part (a), but fails to state any one of the provisions in relation to the validity of a contract in the judicial interpretation.28–10 A thorough answer that explains the term ‘the right to use the land for construction’, and states correctly the forms to establish such a right and various forms of disposal of the right to use the land for construction under the Property Law.6–7An answer that explains the term the right to use the land for construction in part (a), and states some contents both in part (b) and (c), or states any one of the part (b) or part (c). As an alternative, the answer explains and states part of thecontents as required, but omitted some other points.3–5An answer that explains the term in (a) or states any one in part (b) or (c), and gives little points to other parts. As an alternative, the answer gives some, not completed, points in part (a), (b) and (c).0–2An answer that does not explain or explain only one point in part (a), and fails to state any points in part (b) and (c) with respect to the forms to establish the right to use the land for construction and the forms of disposals of such a right.38–10 A thorough answer that explains the circumstances under which a labour contract is concluded that would make a labour contract invalid in part (a) and the various provisions that would be regarded as invalid in part (b), and states the provisionswith respect to liquidated damages for breach of contract by an employee that may be incorporated into a labour contractin part (c). Any responses given to part (a) or (b) but that should be relevant to part (b) or (a) are acceptable.6–7An answer that states some circumstances under which a labour contract is concluded that would make it invalid and any one of the provisions that would be regarded as invalid in part (b), and any one of the circumstances under which aprovision with respect to liquidated damages that may be incorporated in a labour contract in part (c).3–5An answer that explains limited points as to the circumstances under which a labour contract is concluded that would make it invalid in part (a) and states any one of the provisions that would be regarded as invalid in part (b), and stateslimited points in the circumstances with respect to liquidated damages that may be incorporated in a labour contract inpart (c). As an alternative, the answer gives the completed or most of points to any one of part (a) or (b) or (c).0–2An answer that fails to state any points in part (a), (b) and (c), or states only very limited points.48–10 A thorough answer that explains the term ‘liquidated damages’ and its nature, and states correctly the rules relating to the award of liquidated damages in part (b) and the rule relating to the award of liquidated damages for delay in performingin part (c).6–7An answer that explains the term liquidated damages and its nature, and states some points with respect to the rules relating to the award of liquidated damages in part (b) or (c). As an alternative, the answer explains the term liquidateddamages or its nature, and states some points with respect to the rules relating to the award of liquidated damages in part(b) and part (c).3–5An answer that explains the term liquidated damages or its nature, and states very limited points with respect to the rules relating to the award of liquidated damages. As an alternative, the answer fails to explain the term and the nature ofliquidated damages, but states some points with respect to the rules relating to the award of liquidated damages in part(b) and (c).0–2An answer that fails to explain the term liquidated damages and its nature in part (a), and fails to state any points in part(b) and (c), or states only very limited points in part (a) or (b) or (c).58–10 A thorough answer that states the special circumstances under which a joint stock company may purchase its own shares, and the reasons why the law restricts the company to purchase its own shares.6–7An answer that states some circumstances under which a joint stock company may purchase its own shares, and limited points as to the reasons why the law restricts the company to purchase its own shares.3–5An answer that states limited points as to the circumstances under which a joint stock company may purchase its own shares, and no or limited points in part (b).0–2An answer that fails to state any points in part (b) and (c), or states only very limited points in part (a) or (b).68–10 A thorough answer that states the rules on the circumstances to declare the creditor’s right, and the rules concerning the joint and several creditors/debtors during the course of declaration of creditor’s right.6–7An answer that states the rules on the circumstances to declare the creditor’s right, and some points of the rules concerning the joint and several creditors/debtors during the course of declaration of creditor’s right.3–5An answer that states limited points on the rules on the circumstances to declare the creditor’s right and limited or no points of the rules concerning the joint and several credits during the course of declaration of creditor’s right in part (b).0–2An answer that fails to state any points in part (b) and (c), or states only very limited points in part (a) or (b).78–10 A thorough answer that states the relevant personnel of a listed stock company who are responsible for the truthfulness, accuracy and completeness of information disclosed in its regular reports, and the liabilities for wrong doings with respectto the disclosure of the material information in violation of law by the company and the above-mentioned personnel.6–7An answer that states the relevant personnel who are responsible for the information disclosed in its regular reports, and some points of the liabilities for wrong doings with respect to the disclosure of information in violation of law by thecompany and the above-mentioned personnel in part (b).3–5An answer that states limited points as to the personnel who are responsible for information disclosed in its regular reports, and limited points of the liabilities for wrong doings with respect to the disclosure of information in violation of law by thecompany and the above-mentioned personnel in part (b). As an alternative, the answer fails to state any points in part (a)but states some points in part (b).0–2An answer that fails to state any points in part (b) and (c), or states only very limited points in part (a) or (b).88–10An answer which states the rule as to the passing of ownership for the car and the effect of the agreement, and states correctly the legitimate owner of the car as well as liability of the repair shop for the damaged car if the fire was causedby the defect of the air conditioner.6–7An answer that states correctly the rule as to the passing of ownership for the car and the effect of the agreement, but fails to make a correct determination on the owner of the car or the liability of the repair shop for the damaged car. As analternative, the answer deals with all the three parts, but fails to give any reasons to support the conclusions.3–5An answer that only deals with any one part of the three parts, but fails to deal with other two parts. As an alternative, the answer gives a correct conclusion in part (b) or part (c), and states very limited points in part (a).0–2An answer that fails to state any points in three parts, or states only very limited points in three parts.98–10An answer that states correctly the nature of set-off presented by Appliance Co, and all or most of the conditions to be met for Appliance Co to claim the set-off of credits and debts against Department Store.6–7An answer that states correctly the nature of set-off presented by Appliance Co, and some of the conditions to be met for Appliance Co to claim set-off. As an alternative, the answer fails to state the nature of set-off, and most of the conditionsto be met for Appliance Co to claim set-off.3–5An answer that states the nature of set-off correctly, and limited points as to the conditions to be met for Appliance Co to claim set-off. As an alternative, the answer fails to state the nature of set-off presented by Appliance Co, but states somepoints as to the conditions to be met for Appliance Co to claim set-off.0–2An answer that fails to state any points in part (a) and (b), or states only very limited points in part (a) or (b).108–10An answer that gives the correct determinations on the two resolutions as adopted by the board of directors with respect to the distribution of dividends and the placing of all the shares of the shareholders as a pledge for a loan and givesadequate reasons.6–7An answer that gives the correct conclusions on the two resolutions by the board of directors, but fails to give reasons to support the answer. As an alternative, the answer gives any one of the conclusions in part (a) or part (b) with reasons,and gives a conclusion in another part but without any reasons.3–5An answer that gives a correct conclusion in part (a) or part (b) with full or some reasons to support the conclusion, but fails to give any answer to another part.0–2An answer that fails to state any points in part (a) and (b), or states only very limited points in part (a) or (b).。
12月ACCA考试F4习题及答案2016年12月ACCA考试F4精选习题及答案第一部分语法及词汇练习1. John regretted __ to the meeting last week.A not goingB not to goC not having been goingD not to be going2. We regret to inform you that the materials you ordered are __.A out of workB out of stockC out of reachD out of practice3. They __ in spite of the extremely difficult conditions.A carried outB carried offC carried onD carried forward4. Mrs. Brown is supposed __ for Italy last week.A to have leftB to be leavingC to leaveD to have been left5. He’s watching TV? He’s __ to be cleaning his room.A knownB consideredC regardedD supposed6. My camera can be __ to take pictures in cloudy or sunny conditions.A treatedB adjustedC adoptedD remedied7. A new technique __, the yields as a whole increased by 20 percent.A working outB having worked outC having been worked outD to have been worded out8. Between 1974 and 1997, the number of overseas visitors expanded __ 27%.A byB forC toD in9. Children who are over-protected by their parents may become __.A hurtB damagedC spoiledD harmed10. When Mr. Jones gets old, he will __ over his business tohis son.A takeB handC thinkD get11. We had a party last month, and it was a lot of fun, so let’s have __ one this month.A anotherB moreC the otherD other12. No agreement was reached in the discussion as neither side would give way to __.A the otherB any otherC anotherD other13. It was difficult to guess what her __ to the news would be.A impressionB reactionC commentD opinion14. I decided to go to the library as soon as I __.A finish what I didB finished what I didC would finish what I was doingD finished what I was doing15. We are interested in the weather because it __ us so directly what we wear, what we do, and even how we feel.A benefitsB affectsC guidesD effects16. Will all those __ the proposal raise their hands?A in relation toB in contrast toC in excess ofD in favor of17. Children are very curious __.A at heartB in personC on purposeD by nature18. The match was cancelled because most of the members __ a match without a standard court.A objected to havingB were objected to haveC objected to haveD were objected to having19. The man in the corner confessed to __ a lie to the manager of the company.A have toldB having toldC being toldD be told第二部分定语从句长难句成分分析及翻译练习5. Television, it is often said, keeps one informed about current events, allow one to follow the latest developments inscience and politics, and offers an endless series of programs which are both instructive and entertaining.人们常说, 通过电视可以了解时事, 掌握科学和政治的最新动态。
2014年12月ACCA考试F4（Corporate and business law）样卷本文由高顿ACCA整理发布，转载请注明出处ACCA考试F4 Corporate and business law （公司法和商法）在2014年12月份的考试开始，会有一个很大的考试形式的变革，相信学员们已经有所了解了。
为了让大家高效复习，高顿网校小编为大家分享ACCA官方网站刊登的部分样题。
F4从10道简答题变为了45道选择题和5道简答题，时间也缩短了1个小时的时间，这就需要有想报名参加12月份考试的同学提前准备。
In the context of the English legal system, which of the following courts ONLY has civil jurisdiction?A Magistrates' courtB County courtC High Court (1 mark)在考试中，前面几道选择题会相对来说比较基础，考核学员们的是框架性的知识，比如上面这道题就闻到了在英国司法体系中，只有民事管辖权的法庭是哪一下。
这里要注意的一共有两点，第一点就是民事管辖权，第二点就是题目中提到的”ONLY”这个词。
这里也算是一考官为学员们做了一个提示，说明在选项中，可能会涉及到某个法庭不仅有民事管辖权还会有刑事管辖权。
第一项治安法庭，基本没有司法能力，但是是在刑事体系中存在的；第二项地方法院是正确的选择；最后一项是高等法院，它不仅有民事管辖权还有刑事管辖权，所以不符合题目的要求。
这样简单的题目学员们一定要注意，比起之前的简答题来说，这样的题目考察的范围更为狭窄，要求的指示精度更为准确，所以，一定要引起注意。
Ho subscribed for some partly paid-up shares in Io Ltd. The company has not been successful and Ho has been told that when Io Ltd is liquidated, he will have to pay the amount remaining unpaid on his shares. However, he is not sure to whom such payment should be made.In limited liability companies, shareholders are liable to which party for any unpaid capital?A CreditorsB The directorsC The companyD The liquidator (2 marks)本题就相对于来说会复杂一些，因为会搭上一些背景，是题目更为贴近现实。
9月ACCA考试F4科目突击模拟题（1）Fundamentals Level -Skills Module， Paper F4 (GLO)Corporate and Business Law (Global) June 2009 AnswersIn relation to aspect of business law the default law and cases refer to the United Kingdom， however relevant law from other jurisdictions will be credited where appropriate.1 This question requires candidates to explain the way in which the doctrine of precedent operates within two of three legal systems，although it is recognised that the doctrine is essentially an aspect of Common Law systems.(a) Precedent in the English Common LawThe doctrine of binding precedent， or stare decisis， lies at the heart of the English legal system. The doctrine refers to the fact that within the hierarchical structure of the English courts， a decision of a higher court will be binding on a court lower than it in that hierarchy. When judges try cases they will check to see if a similar situation has come before a court previously. If the precedent was set by a court of equal or higher status to the court deciding the new case then the judge in the present case should normally follow the rule of law established in the earlier case.It is important to establish that it is not the actual decision in a case that sets the precedent; that is set by the rule of law on which the decision is founded. This rule， which is an abstraction from the facts of the case， is known as the ratio decidendi of the case.Any statement of law that is not an essential part of the ratio decidendi is， strictly speaking， superfluous; and any such statement is referred to as obiter dictum， i.e. said by the way. Although obiter dicta statements do not form part of the binding precedent they are persuasive authority and can be taken into consideration in later cases.There are numerous perceived advantages of the doctrine of stare decisis; amongst which are：(i) Time saving. This refers to the fact that it saves the time of the judiciary， lawyers and their clients for the reason that cases do not have to be re-argued. In respect of potential litigants it saves them money in court expenses because they can apply to theirsolicitor/barrister for guidance as to how their particular case is likely to be decided in the light of previous cases on the same or similar points.(ii) Certainty. Once the legal rule has been established in one case，individuals can act with regard to that rule relatively secure in the knowledge that it will not be changed by some later court.(iii) Flexibility. This refers to the fact that the various mechanisms by means of which the judges can manipulate the common law provides them with an opportunity to develop law in particular areas without waiting for Parliament to enact legislation.The main mechanisms through which judges alter or avoid precedents are：(i) Overruling， which is the procedure whereby a court higher up in the hierarchy sets aside a legal ruling established in a previous case.(ii) Distinguishing， on the other hand， occurs when a later court regards the facts of the case before it as significantly different from the facts of a cited precedent. Consequently it will not be bound to follow that precedent. Judges use the device of distinguishing where， for some reason， they are unwilling to follow a particular precedent.。
