问答题(b) If you were asked to advise the creditors what advice would you give them as to the action they may take against the directors of ABC Limited, given that it has continued to accumulate losses. (7 marks)

问答题An auditing firm was entrusted by a listed stock company (Stock Company) to audit its accounts for the year ended 31 December 2006. During the process of auditing, the certified public accountants (CPAs) found the following information relevant to the business transactions for the year 2006: (a) On 1 April 2006, Stock Company concluded a contract with an instrument company. Under this contract Stock Company would be responsible for the management of the instrument company for three years. It would be compensated with 30% of the net profit of the instrument company for the management. By the end of 2006, Stock Company received a management fee of RMB 4 million yuan, which accounted for 10% of the net profit of Stock Company. (3 marks) (b) Stock Company was involved in a commercial dispute with a third party and the dispute was brought to the basic level court for trial. Stock Company had disclosed the information on the local newspaper when it received the judgement of the first instance. Both parties to the dispute disagreed with the judgement of the first instance and brought an appeal to the intermediate court. However, the court had not heard the appeal case by the end of 2006. (3 marks) (c) In September 2006, one of the shareholders who held 3% shares of Stock Company placed its shares as guarantee for a loan agreement. (4 marks) Required: For the Items (a), (b) and (c), discuss whether the above-mentioned information of Stock Company should be disclosed to the public in accordance with the relevant provisions of the Securities Law of China. Note: the mark allocation is shown against each of the three items above. (10 marks)

问答题(b) examinership. (6 marks)

问答题The chief executive officer (‘CEO’) of Shah Sugar Mills Limited, a public listed company, intends to appoint Mr Yusuf as the company’s chief financial officer (‘CFO’). Mr Yusuf holds an MBA degree from the Lahore University of Management Sciences and has been working for the last six years for the corporate department of National Bank. The CEO hopes that with this appointment his workload shall be reduced and thereafter the CFO and the board of directors of Shah Sugar Mills Limited shall approve the financial statements. Before announcing the appointment of Mr Yusuf as the CFO, the CEO has approached you for advice. Required: Analyse the situation from the perspective of company law and the Code of Corporate Governance and advise the CEO as to whether Mr Yusuf could be appointed as the CFO and what would be his duties in this capacity. (10 marks)

问答题(b) In relation specifically to the United Kingdom constitution explain the principle of parliamentary sovereignty. (3 marks)

问答题Andrew is the owner of a coffee bar in Pretoria. He agreed to purchase a food vending machine from Ben and signed the contract without reading its terms. The contract contained an exemption clause excluding liability for all kinds of defects in the machine. The machine proved to be totally defective. Andrew purported to terminate the contract and also maintains that the contract is in conflict with what he and Ben orally had agreed on. Required: Advise Andrew as to whether or not he would succeed. (10 marks)

问答题In relation to Companies Ordinance (Cap 32), explain the scope of duties of care that a company’s auditor needed to attain in order to discharge the duties to the company properly. (10 marks)

问答题(c) ‘undue influence’. (3 marks)

问答题Nhu had two laptop computers for sale. Nhu wrote to Huong, offering one laptop computer for 6 million dong. Huong accepted the offer but after posting the acceptance changed her mind and sent another letter stating that she did not want the laptop. Both letters arrived at Nhu’s offi ce in the same delivery. Nhu despatched the laptop to Huong with an invoice for 6 million dong. Nhu wrote to Giang offering the second laptop computer for 6 million dong. Giang replied stating that he was only prepared to offer Nhu 5 million dong, which Nhu refused. Two weeks later, Giang contacted Nhu again, accepting Nhu’s original offer of 6 million dong. Nhu had already sold the computer to another person. Required: Explain whether Nhu has entered into legally binding contracts with Huong and Giang. (10 marks)

问答题In relation to company law in Zimbabwe, explain the doctrine of capital maintenance and capital reduction. (10 marks)

问答题In relation to the legal system of the Hong Kong Special Administrative Region, explain and distinguish legislation from delegated legislation. (10 marks)

问答题In relation to the law of tort explain the concept of ‘remoteness of damage’. (10 marks)

问答题(b) the standard of care owed by one person to another. (5 marks)

问答题In terms of the Employment and Industrial Relations Act, 2002, explain the protection which is afforded to employees to ensure due receipt of wages. (10 marks)

问答题(d) explain the situation in which the underwriting with best efforts shall be deemed as a failure, and explain the statutory obligations of the issuer. (4 marks)

问答题In relation to company law, explain what is meant by corporate governance. (10 marks)

问答题(b) Describe the role of the following bodies in relation to promoting best practices in corporate governance: (i) The internal auditors; (2 marks) (ii) The external auditors. (2 marks)

问答题ABC WIRELESS Ltd is a private company limited by shares which was registered in August 2006 with authorised share capital CY￡1.000. A&B CABLE Ltd is subsidiary to ABC WIRELESS Ltd. Paul, Mary and Tim are the directors of ABC WIRELESS Ltd, and ABC WIRELESS Ltd is the director of A&B CABLE Ltd. In February 2007, when the issued share capital of ABC WIRELESS Ltd was CY￡800, the directors decided to raise money in order to finance the activities of ABC WIRELESS Ltd. Paul suggested that the company should issue shares at a discount, in order to attract existing shareholders to subscribe for new shares. Mary suggested that ABC WIRELESS Ltd should make a loan from its subsidiary, A&B CABLE Ltd, in which case a fixed charge could be created on the book debts of ABC WIRELESS Ltd. Required: Advise Tim as to the feasibility and procedure required to implement each of the suggestions of Paul and Mary respectively. (10 marks)

问答题(b) Sandy’s purchase of the car. (5 marks)

问答题(b) the removal of auditors. (5 marks)