问答题Four natural persons Mr A, Mr B, Mr C and Mr D entered into an incorporation agreement to establish a limited liability company with a registered capital of RMB 400,000 yuan. Among other things, the incorporation agreement provided for the following matters regarding to the proposed company: (a) Mr A, Mr B and Mr C would contribute their capital with cash of RMB 100,000 yuan, RMB 100,000 yuan and RMB 50,000 yuan respectively. Mr D would make his capital contribution in the form of technology with a value of RMB 150,000 yuan. He has already applied for a patent for his technology with the Administration of Intellectual Property, but he has not yet been granted the patent. The value of RMB 150,000 yuan was estimated by Mr D himself and was accepted by Mr A, Mr B and Mr C. (3 marks) (b) The proposed company would set up an executive director, instead of a board of directors. Mr A was appointed as the executive director and would be the legal representative of the company. (3 marks) (c) Mr B would be the chief finance officer and the supervisor of the company. (2 marks) (d) In order to expand the scale of business, the company would issue the corporate bonds of RMB 2,000,000 yuan within one year after its incorporation. (2 marks) Required: Discuss whether the matters (a), (b) and (c) of the above agreement were in conformity with the relevant rules of the Company Law, and whether the matter (d) of the above agreement was in conformity with the relevant rule of the Securities Law of China. Note: the mark allocation is shown against each of the four matters above. (10 marks)

问答题(b) the circumstances under which an offer may be terminated. (5 marks)

问答题Denis and Thomas Tembo are the only shareholders and directors of Kufumaishungu (Pvt) Ltd a company duly registered and operating in terms of the laws of Zimbabwe. The company manufactures protective clothing which is used by ordinary cyclists and traffic controllers. The company was incorporated in 2005 and the latest audit statement shows that the liabilities of the company exceed its assets and that the company is unable to pay debts owed to various suppliers in the sum of $10 billion dollars. About a month ago a cheque for $2 million dollars in favour of one such creditor Shoko Enterprises (Pvt) Ltd was returned to the creditors marked ‘Refer to Drawer’. Added to this, the company’s major asset, a factory in the industrial sites of Harare, was burnt down to ashes in a fire caused by an electrical fault. Due to the financial difficulties the company was facing, the factory was not insured and all the workers have been sent home. Shoko Enterprises would like to institute an action for the compulsory winding up of the company. Required: Advise Shoko Enterprises of its chances of success. (10 marks)

问答题(b) Explain the order in which payments would be made by the liquidator under the provisions of the Law on Bankruptcy. (5 marks)

问答题Mr Ding and his friends intended to establish a joint stock company in international trade business and drafted a business proposal for further discussions with potential investors. Among other things the proposal contained the following items: (a) The proposed joint stock company would be invested by nine sponsors, four sponsors from China and five sponsors from other Asian countries. Such arrangements would be of benefit to expand the Asian market. (3 marks) (b) The registered capital of the company would be RMB 100 million yuan, among which RMB 30 million yuan would be subscribed by nine sponsors and the remaining RMB 70 million yuan would be subscribed through an initial public offering (IPO). (4 marks) (c) All capital contributions by sponsors must be made in the form of currency, as the joint stock company is to be incorporated through IPO. (3 marks) Required: Explain whether the above items (a), (b) and (c) are in conformity with the relevant provisions of the Company Law. Note: The mark allocation is shown against each item. (10 marks)

问答题In relation to the law of contract, explain the meaning of an offer and distinguish it from an invitation to do business. (10 marks)

问答题In relation to the law of delict, explain the elements of passing off. (10 marks)

问答题John is a member of CyCo Ltd holding 24% of its issued share capital. CyCo Ltd has not distributed any of its profits to the members as dividends for a long time. John is dissatisfied with the board of directors of CyCo Ltd, which does not appear willing to recommend a declaration of dividends, and would like to take action. George, another member of CyCo Ltd, holding 27% of its issued share capital, is prepared to support John’s action. Required: Advise John of the ways in which he can take action. (10 marks)

问答题(b) identify the elements of a cause of action based on the tort of ‘passing off’. (5 marks)

问答题(b) Whether John Brown is eligible to be a promoter and/or a director of Sunshine Mines Limited. (3 marks)

问答题In relation to employment law, explain the meaning of constructive dismissal. (10 marks)

问答题(b) Explain the signifi cance of corporate governance for open companies limited by shares. (7 marks)

问答题(b) how arbitration awards may be enforced. (4 marks)

问答题In relation to the law of delict, explain the concept of ‘fault’. (10 marks)

问答题(b) Explain the meaning of relevant information. (3 marks)

问答题(b) Describe the procedures that must be followed by an employer when an employee is dismissed. (5 marks)

问答题In relation to the law of insolvency:

问答题(c) the role of non-executive directors. (3 marks)

问答题(b) Explain the procedure relating to the removal of directors before the expiry of their service agreement. (5 marks)

问答题Ahmed is a cotton grower. He supplies his cotton to textile manufacturers. In June 2010 he entered into a contract with Shah Textile Mills Limited (‘STML’) for sale and supply of cotton. He received Rs. 100,000·00 as advance payment from STML. In August 2010 his cotton crop was destroyed by the severe floods in Pakistan. Required: In relation to the law of contract, advise Ahmed and STML on the impact of this event on their contract. (10 marks)