chn_0610_f4 ACCA Examiners' Reports

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ACCA_F4_Revision_Course_Mock_J10_-_QUESTIONS[1]

ACCAPape r F4 (ENG)Corporat e an d Busines s La wRevisio n Cours e Moc k Examinatio n Jun e 2010 Questio n Pape rAL L question s ar e compulsor y an d MUS T b e attempte dTim e Allowe d 15 minute s Readin g an d plannin g 3 hour s Writin gD O NO T OPE N THI S PAPE R UNTI L YO U AR E READ Y T O STAR T UNDE REXAMINATIO N CONDITION S©Debbi e Crossman, Apri l 2010 Al l right s reserved. N o par t o f thi s publicatio n ma y b e reproduced, store d i n aretrieval system, or transmitted, in any form or by any means, electronic,mechanical, photocopying, recording or otherwise, without the prior writtenpermissio n o f Debbi e Crossman.AL L TE N question s ar e compulsor y an d MUS T b e attempte d1 (a) Explai n th e jurisdictio n o f th e Count y Cour t and th e Hig h Cour t i n th e syste m o fcivi l justice. (8 marks)(b) Briefl y explai n wher e appeal s fro m th e decision s o f th e Count y Cour t an d th e Hig hCour t ar e heard. (2 marks)(10 marks)2 (a) Distinguis h betwee n a condition, a warrant y an d a n innominat e term. (5 marks)(b) Explai n th e practica limportanc e o f th e distinction. (5marks) (10 marks)3 I n relatio n t o th e dismissa l o f a n employee, explain:(a) th e ground s o n whic h dismissa l ma y b e fair; (5 marks)(b) th e ground s o n whic h dismissa l wil l b e automaticall y unfair.(5 marks)(10 marks)4 Explai n th e concep t o f ‘dut y o f care’i n th e contex t o f professiona l negligence.(10 marks)5 Explai n th e following i n relatio n t o compan y law:(a) promoter; (5 marks)(b) th e trading certificate. (5 marks) (10 marks)6 I n th e contex t o f corporat e governanc e explai n th e rol e o f th e compan y secretar y o f apubli c company, paying particula r attentio n to:(a) hi s appointment; (4 marks)(b) hi s duties; (2 marks)(c) hi s powe r t o bin d th e compan y i n contract. (4 marks) (10 marks)7 I n relatio n t o compan y la w and, wher e relevant, th e Combined Cod e o n Corporat eGovernanc e explain:(a) th e meaning o f director; (2 marks)(b) th e meaning o f shado w director; (3 marks)(c) th e rol e o f nonexecutiv e director; (3 marks)(d) th e rol e o f executiv e director. (2 marks) (10 marks)8 Angi e advertise d a photocopie r i n a trad e journa l fo r £15,000. Bett y wrot e t o Angi eofferin g t o bu y i t fo r £10,000. Angi e replie d b y retur n o f pos t sayin g sh e woul d accep t £13,000. Whe n sh e hear d nothin g furthe r fro m Betty, Angi e wrot e agai n sayin g sh e woul d accep t £10,000. Bett y say s sh e n o longe r want s t o bu y th e photocopier.Angi e wrot e t o Caro l offerin g fo r sal e a lapto p fo r £500. Th e mornin g tha t sh e receive d th e lette r Caro l wrot e t o Angi e agreein g t o bu y a t th e askin g price. Afte r sh e ha d poste d th e letter, bu t befor e i t wa s delivered, Caro l change d he r min d an d sen t Angi e a fa x askin g he r t o ignor e th e lette r whe n i t arrived.Required:Advis e Angi e a s t o whethe r bindin g contract s exis t betwee n hersel f and:(a) Betty; (6 marks)(b) Carol. (4 marks) (10 marks)9 I n 1998 Ed, Fahi m an d Gig i se t u p busines s i n partnership. The y ar e no w considerin gincorporatin g thei r busines s a s a privat e limite d compan y i n whic h the y wil l b e th e onl y shareholder s an d directors.Required:(a) Advis e the m wha t advantage s wil l accru e fro m incorporatio n a s a privat e limite d company. (8 marks)(b) Woul d ther e b e an y furthe r advantage s i f the y wer e instead t o for m alimited liabilit y partnership? (2 marks)(10 marks)10 Hop e own s 10,000 ordinar y £1 share s i n Indee p Ltd, whic h sh e purchase d i n 2000. A t th e tim e sh e wa sallotte d th e share s sh e wa s onl y calle d upo n t o pa y 75p pe r share. N o furthe r call s hav e ye t bee n made.I n 2004 Hop e mad e a loa n o f £10,000 t o th e compan y t o financ e furthe r expansio n o f th e business. Th edebentur e wa s secure d b y wa y o f a fixe d charg e o n th e company’s freehol d warehous e premises. Th e followin g year, 2005, sh e als o mad e a furthe r loa n o f £2,000 an d thi s tim e th e debentur e wa s secure d b y wa y o f floatin g charg e ove r th e company’s stoc k i n trade. B y a n oversight, thi s charg e wa s no t registere da t Companie s House.I n 2009 th e compan y realise d tha t i t neede d furthe r funds. S o i n orde r t o persuad e Hop e t o provid e th eneede d mone y i t tol d he r tha t i t woul d issu e he r 10,000 mor e £1 shares, full y paid, bu t sh e nee d onl y pa y50 penc e pe r share. Hop e agree d t o thi s an d too k th e shares.Unfortunatel y th e injectio n o f cas h di d no t sav e Indee p Lt d an d i t recentl y wen t int o insolven t liquidation.Required:Advis e Hop e a s t o he r right s and liabilitie s i n respec t o f he r share san d he r debentures. (10 marks)。

ACCA F4 六月份考试试卷

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。

ACCA F4双语教材

Course NotesACCA F4Corporate and Business LawExams from March 2017Tutor detailsJULY 2016 R E L E A S E第一直觉教育www.fi_Intro ductio n ACCA F 4 No part of this publication may be reproduced, stored in a retrieval systemor transmitted, in any form or by any means, electronic, mechanical,photocopying, recording or otherwise, without the prior written permissionof First Intuition Ltd.Any unauthorised reproduction or distribution in any form is strictlyprohibited as breach of copyright and may be punishable by law.© First Intuition Ltd, 2016第一直觉教育www.fi_ACCA F 4Intro ductio n ContentsPageIntroduction i1Syllabus overview vii2Approach to examining the syllabus vii3How to approach F4 on exam day viii4Study planner ix1: Criminal v civil 11Criminal and civil law 12A summary of the civil court structure 22: Sources of law and interpretation of statute 51Sources of law 52Interpreting statute 83Human rights 103: Offer and acceptance 111Formation of contract 112Offer 123Invitation to treat 134Acceptance 135Exceptions to the communication rule 144: Consideration 151Introduction 152Past consideration 153Sufficiency and adequacy of consideration 164Partial performance 175The equitable doctrine of promissory estoppel 185: Legal relations 191Introduction 192Commercial agreements 203Privity of contract (third party contracts) 216: Contract terms 231Chapter summary 232Distinguishing “terms” from “representations”243Conditions, warranties and innominate terms 254Express and implied terms 255Exclusion clauses 267: Breach of contract and remedies 311Introduction 312Anticipatory breach 313Supervening events 324Remedies for breach of contract 32第一直觉教育www.fi_Intro ductio n ACCA F 48: The law of torts 35 1Introduction 35 2Negligence 35 3Defences to actions in negligence 38 4Professional negligence 40 9: Employment law 43 1Contract of employment 43 2Discrimination 46 3Termination of contract 46 4Redundancy (minimum two years’ service) 48 5Transfer of Undertaking, Protection of Employment Regulations (TUPE) 48 6Constructive and summary dismissal 49 10: Agency law 51 1Definition 51 2Establishment of the relationship (four ways) 51 3Authority of agent 5211: Partnerships 55 1Definition 55 2Partnership Act 1890: main provisions 56 3Limited liability partnerships (LLP) 57 4Limited Partnership Act 1907 58 12: Corporate and other vehicles 59 1Sole trader, Partnership, LLP and Company 59 2Comparison of a PLC and a private company 6013: Separate legal personality 61 1Definition of a company 61 2Other types of corporation (awareness only) 61 3Limited liability 61 4The effect of separate legal personality 62 5Lifting the veil of incorporation 63 14: Company formation 65 1Promoters 65 2Pre-incorporation contracts 66 3Procedure for registering companies 66 4Certificate of incorporation 67 5Records, returns and statutory books 68 6Annual accounts 68 7Accounting records 68 8Confirmation statement 68 15: Constitution of a company 69 1The memorandum of association 69 2Registered office s.86 CA 2006 69 3The Objects clause 69 4Main provisions of model articles 70 5Articles as a contract 70 6Alteration of the Articles 71第一直觉教育www.fi_ACCA F 4Intro ductio n 7Company name 728The tort of passing off 7316: Shares and loan capital 751Share issue procedure 752Share premium account 763Types of share 764Variation of class rights 765Loan capital 776Comparison – shares and debentures 777Company charges 7817: Capital maintenance 811Capital maintenance 812How companies return capital to shareholders 823Financial assistance for the acquisition of own shares 824Distribution of profits 8318: Directors 851Role of directors 852Appointment, loss of office and disqualification 853Directors’ powers 864Agency 875Managing Director 876Company Secretary 877Directors’ duties888Other controls over directors 9019: Auditors 911Small company exemption 912Auditor eligibility 913Appointment of auditors 924Removal of auditors 925Auditor duties 926Auditor powers 937Auditor liability 9320: Company meetings and resolutions 951Introduction 952Comparison - AGM and other meetings 953Resolutions 964Types of resolution 965Voting 976Class meetings 977Plc in crisis 9721: Companies in difficulty 991Insolvency 992Voluntary liquidation 1003Compulsory liquidation (controlled by court) 1004Effect of winding-up 101第一直觉教育www.fi_Intro ductio n ACCA F 422: Administration 1031 Administration orders 10323: Fraudulent behaviour 105 1Insider dealing 105 2Defences 105 3Penalties 106 4Market abuse 106 5Money laundering 106 6The Bribery Act 2010 107第一直觉教育www.fi_ACCA F 4Intro ductio n1Syllabus overviewThe syllabus covers the following areas:A Essential elements of the legal systemB The law of obligationsC Employment lawD The formation and constitution of business organisationsE Capital and the financing of companiesF Management, administration and the regulation of companiesG Insolvency lawH Corporate fraudulent and criminal behaviour2Approach to examining the syllabusApproach to examining the syllabusThe syllabus is assessed by a two-hour computer-based examination.The examination consists of:All questions are compulsory.第一直觉教育www.fi_Intro ductio n ACCA F 4 3How to approach F4 on exam dayManage your time effectivelyFor F4 you are required to answer 20 × one-mark and 25 × two-mark questions totalling 70 marks, plus5 × six-mark questions totalling 30 marks in two hours, giving you 1.2 minutes per mark. It is vital youstick to the time allocation and answer every question.Know the types of question you will faceThe ACCA provides the following guidance on how the assessment will be structured:Section A will be worth 70 marks. It will contain a mixture of 20 one-mark and 25 two-mark questions.The use of the word ‘mixture’ is deliberate, as it is important to emphasise that within the exam paper questions will be randomised, so candidates will have to recognise the area of law they are dealingwith before offering an answer. It should also be emphasised that the whole syllabus will be open toexam and the availability of 45 questions makes it highly likely that all aspects of the syllabus will beexamined in each exam.Candidates will be required to select the correct one from a list of potential answers. As objective test (OT) questions there can only be one correct answer to each question. The allocation of marks willdepend on the complexity of the question, with one-mark questions having fewer possible answersthan two-mark questions.Section B will contain five six-mark multi-task questions (MTQs) and in effect will replicate the threeanalysis/application questions to be found at the end of the previous exam paper under the oldsyllabus. The format of the questions will be similar to the previous problem scenarios and they willcontain a series of tasks that relate to a scenario.Read the question requirement carefullyExaminers’ reports repeatedly state that candidates fail because they fail to read the questionrequirement carefully. Make sure you really understand the question requirement before you start to answer. This is not a time pressured exam – use the time you are given to best effect.Use case law effectivelyACCA advise that you should support answers to the multi-task questions with analysis referring tocases or examples. You should state the point of law established by the case but you do not need togive its detailed facts. It is not necessary to quote section numbers of Acts.The multi-task questions are only looking for brief written responses. Keep your answers succinct and make sure every point is relevant.第一直觉教育www.fi_ACCA F 4Intro ductio n 4Study plannerPlan your study timePlan your diary for when, where and how often you want to study. If you followed a First Intuitioncourse you would receive classroom-based tuition and be expected to do additional work at home.Studying on your own is harder and will take longer. You should expect to spend at least five hoursstudying per week for F4. On this basis it should take approximately six weeks to learn the studymaterial, then you should allow additional time for revision and final question practice (which is vital).Most students should be ready to take the exam two months after commencing their studies. You can do it more quickly if you can put in more hours per week.Make the most out of your study sessionsTry and complete each study session in one go so that you learn each topic in turn. Some sessions arelonger than others, but make sure you take a break between sessions.Read the relevant chapter of these Course Notes, carefully written to cover what you need to pass this exam.It is essential that you try the questions from the First Intuition Question Bank for F4, which has beenwritten by specialists around the syllabus requirements. to give you the question practice you need.This is vital: you will not pass the exam if you don’t practise questions.E XAM S MART:F IRST I NTUITION HELP IS AT HAND!Don’t forget – if you get stuck call your tutor for advice. First read through the tutor guidancein the table below. As you complete each session, tick it off to record your progress.第一直觉教育www.fi_Intro ductio n ACCA F 4第一直觉教育www.fi_ACCA F 4Intro ductio nIntro ductio n ACCA F 44.1 Practical Experience Requirements (PER) and Performance ObjectivesACCA requires students to have 36 months’ practical experience in order to become members. Part of the practical experience requirements is achieving performance objectives that demonstrate that you can apply what you’ve learnt when studying to real-life, work activities.ACCA has set out 20 performance objectives in 10 areas. You are required to achieve 9 performance objectives – all 5 Essential performance objectives and any 4 from 15 Technical performanceobjectives. ACCA has provided guidance on which objectives are strongly linked to which exam. The relevant objectives for F4, which are both Essentials objectives, are:PO1 Professionalism and ethics (relevant to all exams)P04 Governance, risk and control1Criminal and civil law1.1 The differences between civil and criminal law2 1 : Criminal v c iv i l ACCA F 4 2A summary of the civil court structureCOUNTYCOURTA subdivision of which is the small claimscourt (< £10,000). Covers Contract and Tort cases and other civilmattersEMPLOYMENTTRIBUNALLegally qualifiedchairman, 2 othermembers,representingemployer andemployee interestsMAGISTRATESMostly cover smalldomestic casesHIGH COURTJUSTICEIn certain circumstances itis possible to bypass C of Aby using “LEAPFROG”procedureCOURT OFAPPEALSMALL AND FAST TRACK APPEALSEMPLOYMENTAPPEALSTRIBUNALQUEENSBENCHDIVISIONContract andTortsupervisesinferior courtsCHANCERYDIVISIONPartnership andCompanyFAMILYDIVISIONDIVISIONAL COURTMULTI TRACK APPEALSACCA F 4 1 : Criminal v c iv i l 32.1Tracking: The “three track” systemCases are allocated to one of the following.Small claims track, up to £10,000, advantage - quick, informal, often no legal representation.Fast track, £10,000 to £25,000, trials lasting < one day, fixed timetable to enable determination within30 weeks.Multi-track claims > £25,000, and/or > one day, managed by courts, e.g. £25,000 breach of contractcase.County Court hears all small claims and fast track cases. Multi-track cases are allocated to either theCounty Court or the High Court depending on their complexity.AppealsMulti-track cases go the Court of Appeal; otherwise the relevant Division of the High Court hearsappeals from the County Court.2.2The High CourtThree Divisions:❝Queen’s Bench Division (for our purposes the QBD is the most important, hearing contract and tort cases)❝Chancery Division❝Family Division❝Single judge acting alone (very rare for juries to be involved in civil cases)❝Appeals to Court of Appeal, or very occasionally via leapfrog procedure directly t o Supreme Court, if all parties agreeDivisional Co urt of the Queen’s Bench Division❝Two or more judges sit together❝Supervise public authorities, inferior courts and tribunals❝Hear applications for the writ of “habeas corpus” (give up the body) from persons who allege they are being unlawfully detained❝Hear certain criminal appeals on points of law from Magistrates’ and Crown CourtsChancery Division❝Single judge❝Trusts❝Tax❝Company law❝Partnerships❝Probate❝InsolvencyFamily Division❝Divorce❝Embryology and human fertilisation❝Family related appeals from the County Court4 1 : Criminal v c iv i l ACCA F 4Court of Appeal❝Three judges sit together❝Master of the Rolls is Chief Judge❝Hears appeals from the three Divisions of the High Court and Divisional C ourt, Employment Appeals Tribunal, Crown Court and certain County Court casesSupreme Court❝Staffed by Justices of the Supreme Court❝Generally five judges sit together❝Highest appeal court in the UK。

accaF4官网题库—样题卷1

It must be passed in the House of Commons and in the House of Lords
4 Which of the following is NOT an exception to the rule of privity in contract law? Where an implied trust has been created
5 Which of the following is NOT a feature of a members’ voluntary liquidation? Creation of a liquidation committee Passing of a special resolution Appointment of a liquidator Production of a declaration of solvency
It is not enforceable because UTU Ltd will do no more than its existing contractual duty in building the stage set
It is enforceable because City Theatre Ltd gains a practical benefit from the extra consideration
SECTION A
1 Which of the following would NOT terminate an offer? Acceptance
A counter-offer
Revocation by the offeror
Death of the offeree

ACCA资料真题 F4CHN-2014-Dec-A

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.。

ACCA考试报告分析F2-examreport-2010D

Examiner’s reportF2 Management AccountingDecember 2010General CommentsThis was the seventh examination under the current syllabus. The two hour paper, as usual, contained 50 multiple choice questions – 40 carried two marks each and the other 10 carried one mark each. This mix continues to be exactly in line with the pilot paper. The overall general performance of candidates improved at this sitting compared with recent sittings. The performance on an individual question basis also improved – on this occasion, on only a very few questions was the correct answer not selected by at least 40% of the candidates.The following questions taken from the December 2010 examination are ones where the performance of candidates was weak – in each case less than 40% of the candidates selected the correct answer. Each of these questions carried 2 marks and each related to a mainstream topic in the Study Guide.Sample Questions for DiscussionExample 1A company which operates a process costing system had work-in-progress at the start of last month of 400 units (valued at $3,000) which were 40% complete in respect of all costs. Last month 1,500 units were completed and transferred to the finished goods warehouse. The cost per equivalent unit for output produced last month was $20. The company uses the FIFO method of cost allocation.What is the total cost of the 1,500 units transferred to the finished goods warehouse last month?A $26,800B $28,200C $29,800D $30,000The correct answer was C. This question tested Section D6(g) and (h) in the Study Guide.If 1,500 units were completed in the month then 1,100 units [1,500−400] must have been started and finished in the month. These are valued at $22,000 [1,100×20]. The 400 units from opening work-in-progress (WIP) were already 40% complete so last month would have had 60% of work done to complete them. The total value of the 400 units is therefore calculated as: $3,000 + $[400×0.6×20] = $7,800. The total value of the month’s output was $[22,000 + 7,800] = $29,800.Each of the three wrong answers was selected by at least 17% of the candidates. Candidates selecting answer A had simply failed to add in the $3,000 opening WIP value. Answer B could have been obtained by valuing the 400 units as follows: $3,000 + $[400×0.4×20] = $6,200. This had taken the percentage to complete the WIP as 40% instead of 60%. Answer D was simply 1,500 units valued at $20 per unit and made no adjustment for WIP.Example 2A company uses standard marginal costing. Last month the budgeted contribution was $20,000 and the only variances that occurred were as follows:$Sales price 3,000 AdverseSales volume contribution 5,000 FavourableFixed overhead expenditure 1,000 AdverseWhat was the actual contribution last month?A $18,000B $19,000C $21,000D $22,000The correct answer was D. This question tested Section E5(b) of the Study Guide – the reconciliation of budgeted and actual contribution under marginal costing.The fixed overhead expenditure variance is not relevant to a reconciliation of budgeted and actual contributions. Fixed costs are deducted afterwards from contribution to arrive at profit. Therefore the correct calculation of actual contribution was:[20,000 − 3,000 + 5,000] = $22,000.Answer A was obtained by adding the adverse sales price variance and subtracting the favourable sales volume contribution variance to the budgeted profit. Answer B could have been obtained in two [wrong] ways. First, by simply deducting the adverse fixed overhead expenditure variance from the budgeted contribution. Second, by netting the three variances listed in the question and then deducting this net figure from the budgeted contribution – there were two errors made in this case. The most popular wrong answer was C [chosen by a third of the candidates] which added the net of all three variances listed to the budgeted contribution.Example 3Are the following statements, which refer to different types of budgets, true or false?Statement 1An annual budget that can be broken down into monthly budgets, which differ depending on the number of working days in each month, is called a flexible budget.Statement 2An annual budget set before the start of a year based on estimated sales and production volumes is called a fixed budget.Statement 1 Statement 2A True TrueB False FalseC True FalseD False TrueThe correct answer was D. This question tested section E3(a) in the Study Guide – the explanation of fixed, flexible and flexed budgets.A flexible budget is one which recognizes different cost behaviour patterns and is designed to change to reflect different volumes of activity. Therefore statement 1 is false. Statement 2 describes a fixed budget and is therefore true.All three incorrect answers were selected by significant numbers of candidates – even the least popular choice [Answer C – the exact opposite to the correct answer] was chosen by nearly 16% of the candidates. This seems to indicate that this part of the Study Guide is generally not well understood.Future candidates are advised to:•Study the whole syllabus. The examination will always cover all sections of the Study Guide.•Use the pilot paper questions for practice. The pilot paper is also a very good guide to the styles of questions that will continue to be set and to the coverage of the topics in the Study Guide. It is also givesa good indication of the approximate split between calculation and non-calculation questions that willcontinue in examinations up to and including the June 2011 sitting.•Practise as many multiple choice questions as possible in preparing for the examination.•Read questions carefully in the examination•Read previous F2 Examiner’s Reports – they are all still very relevant and helpful. Each contains three multiple choice questions set.。

F1-2011.06-examiner's report

Examiner’s reportF1 Accounting in BusinessJune 2011General CommentsThe candidates were generally well prepared and most questions had pass rates in excess of 50%. Only seven questions had pass rate lower than this.The areas on which candidates performed exceptionally well included Macgregor’s Theory X and Y, roles within the accounting department, computerised v. manual systems and remuneration systems.Questions with lower pass rates included those on the differences between a team and a group, SWOT analysis, PEST (environmental) factors, Kolb’s theory of learning, non-executive directors, team briefing, and the role of external auditors in reducing the risks of fraud. It was surprising that candidates performed relatively poorly on SWOT and PEST analyses, as such questions had caused less difficulty in the past. Likewise, only just over half the candidates selected the correct answers for questions on IFAC and the ACCA Code of Ethics.Candidates continued to do well on questions relating to the accounting function, which has been a common observation since inception of the paper. There was a good awareness of the role of internal auditors, the role of external auditors, the purposes of an aged receivables listing and the roles of the managers of specific areas of accounting within a company’s finance department. This did not apply across the whole paper, however, as over 40% of candidates chose incorrect answers for questions on the role of an audit committee, management of working capital and recording transactions.It was encouraging to note that there seems no longer to be major problems with questions on human resources management or management theories in general. In particular, the pass rates on questions relating to Tuckman’s theory of team development, the separation of management and ownership, certain aspects of corporate governance and organisational culture were very satisfactory.Both economics and marketing featured less prominently on this paper than in previous examination sessions, but the pass rates on these questions were reasonable.Marginal candidates may have compromised their results by failing to answer the required number of questions. Even if the candidate has little grasp of a topic, it is worth making some attempt at the question when there is a 25%, 33% or 50% probability of getting the question right.Candidates performed quite well on scenario questions, suggesting that even if these take longer to answer, they are no more difficult than briefer questions, if considered carefully.Of the 10 single mark questions on the paper, only two of these saw very high pass rates, which seems to indicate that candidates do not find them easier than two mark questions.Sample Questions for DiscussionQuestion 2 required an understanding of how the characteristics of a team differ from those of a group.Which of the following is a characteristic of a team but not of a group?A The sense of identity brought about by common objectivesB The bonding and loyalty of the members to one anotherC The emergence of one particular individual as a leaderD The organisation of work through strictly formal processesThis topic is covered quite well in approved teaching materials, but only 34% of candidates selected the correct answer.The correct answer is D.A sense of identity can be brought about by common objectives in both a team and a group. Likewise, bonding and loyalty can apply to both. Distractor C is more tricky, in that a working team usually has an appointed leader, but it is not impossible for leaders to emerge, especially when working groups are loosely configurated. Example 2:Question 28 required knowledge of Kolb’s theory of learning. This is one of two theories that candidates need to learn, the other being that of Honey and Mumford.Kolb’s learning cycle comprises active experimentation, experience, observation and reflection, and which other element?A AssimilationB ApplicationC Abstract conceptualisationD Positive reinforcementThe correct answer is C. Only 34% of candidates selected the correct answer.The question is a good example of the necessity to remember stages of the various models encountered in the course of study for paper F1. To some extent, tackling this type of question is dependent on a good memory, as it is quite clearly impossible to remember every stage of every model studied for the paper. The best way to deal with such theoretical models is to look at their practical significance by using real examples to demonstrate how to apply them.Example 3:Question 38 required an knowledge of the PEST (or PESTEL) factors that must be considered by those responsible for strategic planning in an organisation.Eatkleen is a pressure group that seeks to encourage food producers to eliminate harmful preservatives from food and make the public aware of the potential dangers of these additives. Frustrated with the government’s explicit policy not to act on this in the near future, Eatkleen is campaigning for consumers to boycott certain products. What combination of environmental factors is Eatkleen bringing to bear on food producers?A Political and socialB Social and economicC Political and technologicalD Economic and technologicalThe correct answer is B, which was selected by 38% of candidates.Making the public more aware of the potential dangers of additives is an attempt to affect social trends. A boycott of certain products, if effective, will lead to lower sales revenues and therefore lower profits, bringing pressure to bear on the companies concerned. This is clearly an economic influence.Distractors C and D should have been ruled out quite quickly, as there was nothing in the question to suggest that technological factors were relevant.Conclusions:The performance in June 2011 continues the trend suggesting that candidates have been taking an appropriately broad approach to their studies. None of the individual sections of the syllabus caused significantly greater difficulty than others, though perhaps understandably there are higher pass rates on questions directly relating to accounting and finance.Theories applicable to ‘softer’ management and human resources topics are often more difficult to grasp, but this reflects in pass rates for only certain questions. Generally, theories that are more easily remembered due to the words used (for example, Tuckman’s theory includes forming, storming, performing and so on) are more straightforward, and candidates can remember the words used, the order in which they appear in the theory, and apply them to scenarios. By contrast, the theories of writers such as Belbin and Kolb often present greater difficulty, the former because there are nine typologies to remember and the latter because the terminology is difficult. This suggests that perhaps a little more time should be spent on these in order to make the concepts clearer.Scenario questions take longer because there are more words to read, and it is sometimes necessary to read the scenario several times in order to understand the issues involved. As mentioned above, however, these questions seem not to prove any more difficult to candidates, demonstrating that most candidates are reading them thoroughly before selecting their answers. By contrast, some single mark questions have lower pass rates that expected, and this may be because candidates afford them too little time. It should be noted that the F1 syllabus has been amended and is a shared syllabus with FAB as part of the Foundations in Accounting suite of papers with effect from December 2011. The structure of the paper has also changed slightly as single marks questions will not appear on at least the next two papers.This examination session produced some surprises, in that this was the first examination in which questions on environmental factors and SWOT analysis created any significant difficulties for some candidates. It is therefore important to assume that these subjects will not always yield ‘easy’ marks.There was no evidence that the examination was time pressured.。

f4-chn-examreport-j15ACCA Examiners' Reports

Examiner’s reportF4 (CHN) Corporate & Business LawFor Paper Variant exams June 2015General CommentsThe June examination introduced a format through which candidates were asked to answer 45 questions, worth 1 or 2 marks each, and 5 further questions worth 6 marks each in 2 hours. All questions were compulsory. The question type of the questions in Section A was objective in that the correct answers had to be selected in order to earn marks. It was not possible to award marks when candidates offered more than the required number of answers or answered the same question more than once. While the question type of the questions in Section B was paper the scenario based questions, more or less same as the previous exams. The overall standard of scripts was satisfactory, suggesting that the majority of candidates had prepared well for the examination.Comments about Section A performanceIn terms of syllabus coverage, 45 questions in this Section include most parts of the Study Guide outcomes, which means that candidates need to have a comprehensive understanding of the examinable topics and the detailed rules. Therefore, it is not easy for candidates to make a correct choice to the relevant question. However, candidates performed well.Sample questionThis section of the report discusses two questions which are important under the business laws of China which were difficult for candidates to answer.Question 21In relation to the Property Law, which of the statements conforms with the law if the mortgagor intends to sell the apartment, mortgaged for a loan, before the expiration of the loan agreement?A They are entitled to sell but should notify the mortgagee in advanceB They are entitled to sell without having to notify the mortgageeC They are entitled to sell but should notify the mortgagee and pay off the debtsD They are not entitled to sell, since it is the mortgagee who should have the priority to buyThe correct answer is C.In social practices it is often that a debtor or a third party provide movable or immovable property as a guaranty to a creditor for a loan or other contractual right. It is also not rare that the debtor or third party to sell the things under mortgage before the expiration of the loan agreement. Under such circumstances one should determine whether the things under mortgage can be disposed. And if the answer is positive, under what conditions such properties can be disposed.According to the relevant provision of the Property Law, under some conditions the mortgaged properties may be sold or disposed in other legitimate forms. Therefore, D should be eliminated first, as it states that the party is not entitled to sell the mortgaged apartment. Moreover, in explaining the reasons for such a conclusion is that the mortgagee should have the priority to buy the mortgaged thing. It is really incorrect since the mortgagee only has the right of priority to be settled in the process of dispute resolution, not the right of buying in priority.As to choice A, although it states they are entitled to sell, the party should notify the mortgagee in advance of the condition. It is also entirely incorrect as it would damage the rights and interests of the mortgagee. The property under mortgage is the guaranty provided by the debtor or third party to the creditor (mortgagee). Where the mortgaged apartment is sold out by merely giving a notice to the creditor, the creditor would lose the guaranty to their credits. Therefore, this is not the correct answer.As to choice B, the reason why it is an incorrect answer is the same as that for the choice A. Furthermore, it states that they are entitled to sell the mortgaged apartment even without notice. It is incorrect and easy to eliminate.Choice C is the correct answer, since it satisfies the conditions for a debtor to sell the property under mortgage before the expiration of the main agreement, including the giving notice to the mortgagee and repaying off the debts.Comments about Section B performanceIn Section B, five scenario questions in relation to the Property Law, Contract Law, Company Law, Enterprises Bankruptcy Law as well as the fraudulent behaviour in corporate management and securities transactions were examined. As a whole the performances in this Section were satisfactory. Most of candidates were able to understand the questions clearly and give correct answers.Syllabus topics on which candidates performed comparatively well included the system as to the transactions of mortgaged property and transfer of shares of a limited liability company.Syllabus topics on which candidates performed inadequately included the formation of contract and offset of debts during the process of bankruptcy.Following are the two questions in discussions.Question TwoIn question 2 the scenario states the facts of a transaction between Sanyi Farm and Food Shop without a contract in writing. Candidates were required to determine the legal nature of the relevant party’s action and whether there is contract between the two parties. Therefore, the type of this question which requires candidates to answer against each part of the question by giving a determination and brief reasons.As to the answer to part (a), the legal nature of the fax sent by Food Shop is an invitation to offer, not an effective offer. Since this fax contained only the name and quantity of the goods, lacking the price of goods, an essential and necessary factor for an effective offer. For any commercial transactions the price of goods or services is one of the most important factors for any parties to enter into a contract. Some candidates, however, considered it to constitute an offer because they failed to understand the essential factors to be an effective offer.Part (b) of this question requires candidates to determine the nature of Food Shop’s action. It is clear that it sent an invitation to offer to Sanyi Farm, hence the delivery of goods of Sanyi Farm should be an offer in a form of action with which Sanyi Farm expresses its intention to establish a contractual relation with Food Shop. Under such a circumstance the taking delivery of goods by Food Shop shouldcertainly be an acceptance. However, some candidates still could not give a correct conclusion to this part, or could answer correctly but failed to give a correct reason.If candidates were able to make the correct conclusions for part (a) and part (b), the conclusion for part (c) is natural that Sanyi Farm and Food Shop entered into a contract by way of the delivery of goods and taking delivery. Among the candidates who gave the conclusion for this part, some candidates failed to explain the reasons why the two parties have already entered into a contract even though they did not sign a contract in writing.Question 4This question required candidates to deal with debts due between the two parties. The scenario is complicated as both parties are creditor and debtors mutually. Moreover, the key issues to be dealt include that whether the meal service fees could be offset and what benefit Stine could have if the request to offset was accepted. In addition, one of the debtors was under the bankruptcy process. All these factors were combined and should be taken into consideration by candidates when they made the conclusions. For these reasons few candidates answered this question correctly and give the brief reasons with a satisfactory manner.According to the Enterprise Bankruptcy Law, where a creditor is indebted with their debtor before the bankruptcy application is accepted by the court, they may claim for debts offset to the bankruptcy administrator. The conditions for offsetting under such circumstances include: first, the debts should be taken place before the bankruptcy application is accepted; second, both parties are the creditors as well as the debtors; third, the debts have already been due.As to part (c), almost no candidates could expressly give the reasons for the benefit by offsetting the debts due. Since Mering was unable to settle its debts due, the credits of all creditors could not be repaid fully at the end of liquidation. While the debts owed to Mering should be settled in full by Stine. If offsetting was accepted, Stine might reduce his losses in the liquidation process.。

ACCA资料真题 f4chn_2011_dec_ans

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).。

ACCAF4知识点总结

ACCAF4知识点总结Chapter11.民法(civil law)和刑法（criminal law）的划分Civil law: an form of private law，used by individuals to assert rights against other individualsCriminal law: an aspect of public law to regulate crimes and to punish offenders1.legislation(made by the Parliament)/secondary legislation( in exercise of law-making powers delegated by Parliament). [注：Necessity for delegated legislation/secondary legislation :more convenient ;can hand over the task of specifying the law in detailto experts]2.在case law中:common law普通法[created by judges through theapplication of the principle of judicial precedent. common lawdrew on customs/equity law衡平法:to resolve disputes where damages are not a suitable remedy and to introduce fairness intothe legal system.]2.不同法院管辖事件的类型Chapter2Chapter21.Doctrine of Precedence(遵循先例制度的一般规则): somedecisions made by a court are binding and similar subsequent legal cases should be decided on the basis of the law established in earlier cases.2.可以创立判例法规则: Supreme Court/Court of Appeal/HighCourt;不可以创立:Crown, Magistrates, County Courts cannot create precedent.3.Elements of judicial decision(影响法庭判决的因素):rationdecidendi判决理由[the reason for the decision]/Obiter dicta 附带说明[statement made by the way, not binding, but merely of persuasive authority]4.法官又可以因为那些理由拒绝先例(disregarding judicialprecedent): Overrule取代[the procedure whereby a court higher in the legal hierarchy sets aside a legal ruling established in a previous case]/Reverse推翻[a procedure whereby a court higher in the hierarchy reverses the decision of a lower court in the same case]/Distinguishing法官的自由裁决[a precedent is avoided by a judge demonstrating that the material facts of two cases are not the same]5.Rules of Statutory Interpretation(法的解释):①the literalapproach :the literal rule[means that words in the Act should be given their literal and grammatical meaning rather than what the judge thinks they mean./the golden rule :this rule is applied in circumstances where the application of the literal rule is likely to result in an obviously absurd result. ②the purposive approach :the judge should ,where necessary ,look beyond the words of statute to find out the reason/purpose for its enactment, and that meaning should be interpreted in the light of the purpose[Mischief rule :purposive approach的具体表现形式/where a statute is designed to remedy a weakness in the law, the correctinterpretation is the one which achieves it.]6.语言处理规则（法律没有追溯力 a statute does not haveretrospective effect）Chapter3 合同法（IMP）1.合同的概念a legally binding agreement enforceable in law2.从要约到承诺是否达成agreement [invitations to treat要约邀请--offer要约--acceptance承诺----agreement]3.Termination of an offer:express rejection/counter off反要约/lapse of time/revocation of an off/death/if the off is suject to a condition,it will lapse on failure of that condition4.Privity of Contract合同相对性原则: the common law doctrinethat only those are party to the contract---have rights or liabilities under the contract/ have the right to enforce the contract,contracts cannot give rights or obligations to others Chapter41.分类标准Express and lmplied terms:某个条款是否经过双方当事人协商同意（agreed by the parties）Condition，warranties and innominate terms 核心，从属和无名条款：根据条款重要性2.免责条款（三观概念）Any clause that attempts to exempt , or limit, the liability of one party for breach of contract or negligence3 test: correctly incorporated into the contract形式正确/wordedclearly to exclude the breach措辞清晰/reasonable per statute 内容合理Chapter51.type of breachRepudiatory breach根本性违约：refusal to perform拒绝履行/failure to perform an entire obligation不履行某项/incapacitation无力履行/breach of condition 违反核心条款/breach of an innominate term违反无名条款Anticipatory breach预期违约：未到合同履行时间，当事人提前说明无法履行；收到预期违约通知可立即追究违约责任，也可等到履行合同时间追究责任Lawful excuses for non-performance开脱责任：performance is impossible因不可预见的事情发生不可履行/尝试履行被拒绝/ the other party make it impossible for him to performance/contract is discharged through frustration情势变更/the party have been agreement permitted non-performance2.Remedies : when a breach occurs, the court has to decide what theappropriate remedy should be.3.Liquidated damage违约金：a genuine pre-estimate of the loss在订立合同前已经商定了，有利于解纠纷，如果违约金过高（远大于loss）判为惩罚性，则不可执行4.specific performance ：the court directs a party to complete theircontractual obligations以下几种情况法官不会让合同继续履行：courts cannot supervise法官无力监督履行/personal service/minors involved Chapter6 Tort侵权法A wrongful act against an individual which gives rise to a civil claim.1.过失侵权的4个证明环节（概念标准内容）Negligence:It arises when one person suffers damage or injury though the negligent act(or omission to act)of another person.①Duty of care注意义务(三步走原则)1.Reasonable foreseeability合理预见原则2.Proximity关联性原则3.Justness and fairness of imposing a duty of care公平合理地强加注意义务②A breach of that duty违反注意义务1.general rule:The test for establishing breach of duty is an objective one:a breach of duty occurs if the defendant:”...fails to do something which a reasonable man...would do.”2.Special factors to considera.The probability of injuryb.The seriousness of the risk造成伤害的严重性c.Cost and practicability成本可行性mon practice证明是行业误差范围内e.Skilled persons/professionalsf.Social benefit③The breach of duty caused harm to the claimant违反义务是导致损失的原因1.The but for test2.No break in the chain of causation切断因果关系链的要素a.A natural eventb.Act of a third party 原侵权人不承担责任c.Act of the claimant④The loss ware not too remote主张的赔偿合理Reasonable foresight只赔偿违法者可以合理预见的部分2.抗辩事由①Contributory negligence共同过失（一般只是减少赔偿额，个别情况全部免除）②Volenti non fit injuria同意不生违法（彻底免除）Chapter7 劳动法1.身份判别①Control test :The amount of control that one person had over the other②Integration test不会外包给他人的，不可或缺的③Multiple test/Economic reality testa. The regularity and method of payment报酬支付频率，支付方式b. The ownership of tools and equipment是否提供工具c. The regularity of hours of work工作时间d. The ability to delegate all the work/to provide substitute 是否代理2.义务①Common Law Duties-Employers’ common law duties1)Duty of mutual trust and confidence2)To provide work for workers3)To pay wages/remuneration4)To indemnify employee against expenses and losses5)To provide for the care and safety of the employee6)No duty to provide reference when employees leave-Employees’ common law duties1) To obey reasonable and lawful orders2) To act faithfully/duty of faithful service/duty to account for all money and property3) To exercise reasonable skill and care in any activity in their role as an employee/reasonable competence to do his job4) Personal service亲自完成交付的责任②Statutory Duties1)Pay and equality不能低于国家平均2) Time off work3)Trade union officials工会组织罢工可以参加，还要给工资4) Every woman has a right to maternity leave and some are entitled to maternity pay5) Health and safety6)Working time:17week,not exceed 48 hours for each 7 days 除非员工书面同意多工作7) Flexible workingChapter81.解雇通知时间的计算1m-2Y: not less than 1 week2y-12y:1 week for each year≥12y: not less than 12 week劳动者离职要提前一周通知，合同期满不续则每工作一年折合一个月工资2.自动正当参加非法集合罢工unofficial industrial action/对国家安全有威胁自动不正当怀孕pregnancy/员工参加工会活动/收购并购时的解雇dismissal on transfer of an undertaking/工作存在安全问题/最低工作标准/作息时间/员工在周天拒绝工作3.用人单位解雇不当Chapter9 代理法1.代理关系建立方式Express agreement between the agent and principal达成委托代理协议合同，口头书面皆可Implied agreement默认没有代理协议但默认存在关系Ratification追任代理人先履行合同，事后委托人建立合同关系Without consent of principal 没有征得委托人同意就建立关系necessity/Estoppel2.代理权限（3）Express authority明示代理权限Implied authority默认代理权限Apparent/ostensible authority看起来有代理权限，实际上并没有Chapter10 合伙企业法1.合伙企业(概念):the relationships that subsists between personscarrying on a business in common with a view to profit. standard partnership is not s separate legal entity and its partners have full personal liability for the debts of partnership.2.Termination/dissolution合伙企业解散的债务处理:paying offexternal debts/repaying to the partners any loans or advances/repaying the partner’s capital contribution/anything left over is then repaid to the partners in the profit sharing ratio .3.Termination/dissolution合伙企业解散的条件:expiry of a fixedperiod stipulated in the partnership agreement/completion of the express purpose for which the partnership was formed/partner gives notice to leave/a new partner is admitted into the partnership/death or bankruptcy of partner/happeningof any event which makes company can’t carry on/on application by a partner the Court may decree a dissolution of the partnership4.Sole trade宏观特征:is not a separate legal entity, the person andbusiness are viewed as the same legal entity5.Authority合伙人的代理权限:express authority明示代理权限[from partnership agreement]/implied authority默示代理权限/apparent authority表面代理权限[已经退伙但其他人不知道]6. A partner’s liability usually extends to the period for which wereactually a partner of a firm. 合伙人只对担任合伙人期间合伙企业产生的债务有清偿责任7.Limited Partnership(LP)特征:the partnership must be registerwith the Company Registry/one or more of the partners must bear full,unlimited liability/partners with limited liability may not take part in management and cannot usually bind the business in contract/limited partner cannot withdraw their capital8.Limited Liability Partnership(LLP)特征:must be registered withthe the Registrar of Companies, with formation documents signed by at least two members/has a legal personality separate/ the name of partnership must end with LLP/partners are known as members, of which there must be at least two/LLPs must file annual returns and accounts/all members are agents of LLP/all members’ liability is limited/a designated member is responsible for administration and filing/LLP is not subject to corporation taxChapter121.设立pre-incorporation contacts谁来履行？Promoters发起人2.交什么文件①Memorandum of association公司章程（89年）②Application for registration注册申请书③A statement of capital and initial shareholdings关于公司资本坏人原始持有股份的状况说明④Statement of compliance遵从声明⑤A statement of company’s proposed officers拟任命谁为公司管理人员⑥A copy of any proposed articles of association自拟公司章程（06年）不是必须提交，没交使用默认模版3.2个证书的功能①Certificate of incorporation注册许可证Private company 只需要注册许可证，是形式审查②Trading certificate营业许可证Public company需要两个证，申领到注册许可证后一年内要申领到营业许可证，否则强制清算，是实质审查a.Allotted share capital is at least ￡50,000(允许股东分批缴纳)b.At least one quarter of the nominal value of the allotted share capital has been paid up(minimum ￡12,500)首次不低于票面的1/4，为确保一开始不会有资金困难c.Details of promoters’ expenses设立费用具体怎么产生d.A statement of compliance in respect of payment of nominal values and share premium4.章程修改的程序和内容-Contentsa. Directors’ powers and responsibilityb. Decisions making by directorsc. Appointment of directorsd. Organization and conduct of general meetingse. Issue and transference of sharesf. Payment of dividendsg. Exercise of mem bers’ rights-Alteringa. Passing a special resolution通过股东会的特别决定，3/4以上同意批准b. Providing the alteration has been made “bona fide in the interest of the company as a whole”内容符合全体股东的意愿5.各个公司名称缩写代表含义-Ltd：Limited-plc：public limited companyChapter131.capital的分类2. 普通股优先股的概念和差异3. Bonus issue 红利股发行The capitalization of the reserves if a company by the issue if additional shares to existing shareholders, in proportion to their holdings. Such shares are normally fully paid-up withno cashcalled for from the shareholders 4. Share premium概念shares may be issued at a price above their nominal value, the difference between the issue price and the nominal value is a share premium用途the issue of fully paid bonus share/writing off the preliminaryexpenses of company formation/writing off the discount onthe issueofdebentures/repurchase of debentures at a premiumChapter11 公司法The consequences of separate legal personality for the company are as follows:(1897年案例引出的规则）1: members' liability is limited.2: perpetual succession become possible as the company will need to be formally wounded-up.3: the company itself can own property.4 :the company can use, and be sued in its own name. Types of company (公司的分类）（此文档部分内容来源于网络，如有侵权请告知删除，文档可自行编辑修改内容，供参考，感谢您的配合和支持）编辑版word。

ACCA考试F4阶段英国卷及全球卷开启随时机考

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ACCA 考试F4阶段英国卷及全球卷开启随时机考
本文由高顿ACCA 整理发布，转载请注明出处随着ACCA 持续的考试改革，F4英国卷及全球卷现已开启随时机考(on-demand CBEs)。

随时机考令学生们在安排考试上更为灵活和方便，且可以在考试结束时即时知道成绩。

与此同时，F4考试形式已发生变化，所有的考试(包括机考和纸考)现均为2小时，且包含了新题型以测试学员从多角度分析案例的能力。

这些变化与现在的商业环境更为相关，要求学生培养适合工作的技能。

需要强调的是ACCA 的考试一如既往的严格，学员需要同等程度的努力去学习及准备考试。

为了帮助学生更好地适应F4的变化，ACCA 总部提供了一系列的资源，请务必充分运用这些资源来学习并准备考试。

这些资源包括考官考试方式指引，学生支持视频，技术文章和样题，所有这些资源都可以在ACCA 全球官网上取得，具体链接：ACCA website 。

更多ACCA 资讯请关注高顿ACCA 官网：。

ACCA考试报告分析F2-examreport-2016J

Examiner’s reportF2/FMAFor CBE and Paper exams covering January to June2016The examination consists of two sections.Section A of the paper contains35objective test questions–each worth2marks,and section B contains3MTQs worth ten marks each.All questions are compulsory.The paper is two hour examination.A specimen exam reflecting this structure is available on the ACCA website together with a number of practice MTQsAs always,excellent scores were achieved by some candidates.I congratulate both them and their teachers.I offer my commiserations to those who were not successful.In section A the worst answered MCQ questions were calculation based.Calculation questions accounted for approximately49%of section A questions,and as usual were answered worse than the narrative based MCQs.Eight out of the10worst answered section A questions were calculation based in the June diet.In section B approximately one half of the marks were for calculation.There was little difference in performance between section B calculation and narrative questions.However there was some evidence that candidates performed worse on section B MTQ questions than on section A objective test questions.As is usually the case for this paper,F2candidates on average,performed better than FMA candidates.The following questions are ones where the performance of candidates was very weak.Section A Sample questions for discussionExample1The following variances occurred last period.Sales volume contribution$20,000favourableSales price$5,000adverseTotal variable cost$18,000favourableFixed cost expenditure$12,000adverseIf the flexed budget contribution was$200,000,what was the actual contribution?A$213,000B$218,000C$221,000D$233,000This question tests syllabus area D3b,the reconciliation of budgeted and actual contribution under standard marginal costing.It is an area that candidates have found difficult in the past,and once again it generated the worst answered question on the paper.The safest way to answer this type of question is to layout the relevant section of the standard costing operating statement and to“plug in”the figures provided,as shown below:$Flexed budget contribution200,000(=actual sales units x standard contribution)Sales price variance(5,000)Total variable cost variance18,000Actual contribution is therefore213,000This results in the correct answer,A.The most popular answer was C.To obtain this answer candidates must have erroneously included the following variances in their calculations(i)the sales volume contribution variance:this suggests that they confused flexed budget contribution with the original budgeted contribution,and(ii)the fixed cost expenditure variance:this suggests that they thought contribution was calculated after deducting fixed costs.This is a disturbing error.Answer Dmade the first of these errors but not the second.Answer B correctly included the variable cost variance in their calculations,but failed to include the sales price variance.Example 2An accountant is using the repeated distribution method to reapportion service department costs.The following table shows the work she has done so far.Figures that are yet to be calculated are shown as “???”.Production department 1Production department 2Service department X Service department Y $$$$Apportioned and allocated production overheads 60,00080,00020,00010,000Service department X 8,00010,000-20,0002,000Service department Y 7,2004,200600-12,000Service department X ??????-6000Total production overhead??????What is the total production overhead for production department 1after the remaining reapportionment of the overheads of service department X?A $74,600B $75,200C $75,440D $75,467This question covers syllabus area B1c iv,the reapportionment of service cost centre costs to production cost centres.The correct answer is D.By examining the second row of figures in the table it is clear that service department X’s costs are reapportioned on a 40%,50%,10%.On the final reapportionment no overhead is reapportioned to service department Y,so the balance of overhead should be reapportioned 40/90and 50/90.This results in the following total production overhead for production department 1.($60,000+$8,000+$7,200)+40/90x $600=$75,467.The most popular answer was C.To obtain this answer candidates must have performed the following calculation($60,000+$8,000+$7,200)+40%x $600=$75,440.This approach would result in some overhead being reapportioned to service department Y,and if continued would result in the reapportionment process carrying on for ever!Answer A,candidates incorrectly deducts $600from the overheads already allocated ,apportioned and reapportioned to department 1.Answer B,candidates incorrectly adds on $600.Example 3Budgeted costs and revenues for an output level of 4,000units are given below.It is known that after an output level of 5,000units there is a step up in fixed costs of $1,000.What is the flexed budget profit at an output level of 6,000units?A $47,000B $48,000C $55,000D $56,000This question covers syllabus area C4d budget flexing.The correct answer is C.To arrive at this answer a candidate needs to understand that contribution varies in linear proportion to volume,but that fixed costs do not.Accordingly they need to calculate that the contribution at 6,000units will be $72,000(6,000x ($30-$18)),and that fixed costs will be made up of the budgeted fixed costs at 4,000units (4,000x $4=$16,000)plus the step up fixed costs of $1,000,making $17,000in total.Profit at an output level of 6,000units is therefore $72,000-$17,000=$55,000.In short 6,000units x ($30-$18)–4,000units x $4-$1,000=$55,000Answer D,chosen by a minority of candidates,was nearly correct,candidates simply did not deduct the step in fixed costs.Note that distractors (incorrect answers)in objective testing questions sometimes are based on figures arrived at by incomplete calculations.Candidates should try to avoid choosing answers until they are sure that their calculations are complete.Answer A was chosen by candidates,who presumably believed that profit per unit remained constant as volume changed.Accordingly they multiplied 6,000units by $8per unit profit and then subtracted the $1,000step.Answer B took a similar path,but failed to subtract the step up in fixed costs.To construct a flexed budget candidates need a firm grasp of cost behaviour.This appeared to be lacking in the majority of candidates who chose alternatives A or B.Section BSection B contains 3questions,one from each of syllabus areas C Budgeting,D Standard Costing and E Performance Measurement.This approach will continue in future papers.The balance of MCQ questions in section A reflects this weighting so as to preserve the overall balance of the$per unit sales price 30variable cost 18fixed cost 4profit8paper.The specimen exam reflects the weightings and this balance of questions will be used in future exams.Common problems with section B questions include the following∙An inability to calculate payments to suppliers in a cash budget.∙An inability to calculate direct labour and direct material variances.∙An inability to calculate asset turnover and inventory days ratios.∙An apparent difficulty with questions presented in spreadsheet format∙A difficulty with questions involving the reconciliation of actual and budgeted figures via standard costing variances.Future candidates are advised to:•Study the whole syllabus,because the exam will cover the full syllabus.•Practise as many multiple choice questions as possible.•Read questions very carefully in the examination∙Ensure that their calculations are complete before selecting their answer to multiple choice questions•Try to attempt the“easy”examination questions first.•Not to spend too much time on apparently“difficult”questions.•Attempt all questions in the examination(there are no negative marks for incorrect answers).∙For written paper exam only,present section B answers as tidily as possible and ensure that all parts of the question are answered Consider the“reasonableness”of their answers in section B(for example,an inventory days figure of27million days is unlikely)•Read previous Examiner’s Reports。

f4chn-examreport-j13ACCA Examiners' Reports

Examiner’s reportF4 Corporate and Business Law (CHN)June 2013General CommentsThe examination consisted of ten compulsory questions of 10 marks each.The vast majority of candidates attempted all ten questions, and there was no evidence of time pressure. Where limited questions were left unanswered by candidates, this appeared to be due to a lack of knowledge, not due to the time pressure.Candidates performed quite well on Question 8(a, b, c), Question 9 (a) and Question 10 (a, b, c). The questions candidates found most challenging were Questions 1, 3, 4 and 7. This is mainly due to candidates not understanding core syllabus areas well enough and also due to a failure to read question requirements carefully.Specific CommentsQuestion OneThis question required candidates to explain the rules that shall be followed by courts in dealing with the contracts signed by a sponsor, in the name of himself or in the name of the company respectively, during the process of setting up the company under the judicial interpretations by the Supreme People’s Court (SPC). In practice such kind of contracts are very popular during the period of setting up a company, such as the lease contract for the office building of the proposed company. Since the proposed company has not yet set up, the sponsors will sign the relevant contract in their own name but for the interests of the company or in the name of the proposed company. Whether or not the company is established, the counterparty to such a contract is a bona fide party whose rights and interests should be protected.Part (a) required candidates to explain the rule to be followed in dealing with the circumstances under which the counterparty to a contract, signed by sponsors in their name for the purpose of setting up the company, requests the sponsors to be responsible for the contract. In accordance with the Judicial Interpretations (III) on the Company Law, the sponsors shall be responsible for the contract by them, signed by the sponsors in their names for the purpose of setting up the company. The court shall uphold the request of the counterparty to such a contract.The condition of Part (b) was different from that of Part (a), in which candidates were required to answer whether the company should be responsible for the contract, signed by its sponsors in their name for setting up the company. Obviously, when the sponsors signing the contract in question the company has not yet been established. Therefore, where the company acknowledges the contract after the company is established, the company enjoyed the contractual rights or performed the contractual obligations, the court shall uphold such a claim.Part (c) was relevant to contractual liability of the company, requested by its counterparty, where its sponsor signed a contract in the name of the company. In accordance with Judicial Interpretation on Company Law (III), the court shall uphold such request by the counterparty to such a contract.As a whole, performance for this question was not satisfactory due to the incorrect understanding of the requirement by candidates. They were confused by this question with the rules in relation to the jurisdiction over contractual disputes under the Civil Procedures Law. The rules of jurisdiction over particular disputes are to deal with the matters which court should be the adequate one to hear the case, while Question 1 are to test the rues to be followed by courts in dealing with the requests brought by the counterparty to contract which is signed by the sponsors of a company. Therefore, jurisdiction is a kind of procedural matter, but the rules on how to deal with certain contractual disputes are the substantive matter. There were no words in this question which required candidates to answer the jurisdiction of the contractual disputes. The relevant rules in this question can only be answered based on the Judicial Interpretation on Company Law issued by the SPC, as both Contract Law and Company Law did not contain such rules.Question TwoThis question requires candidates to state the rules relating to the transfer of mortgaged property during the period of mortgage, and the rules relating to the transfer of credit which is secured by a mortgage.Part (a) was relevant to the transfer of the mortgaged property, by the mortgagor, during the period of mortgage. Most of candidates merely focused their attention on the mortgagee's consent as the condition to transfer the mortgaged property, but failed to understand that a mortgagor or transferee may transfer the mortgaged property if they pay off the debts so as to terminate the mortgage contract. According to the Property Law where the amount obtained from such transferring exceeds the value of the mortgagee’s creditor’s rights, the surplus shall belong to the mortgagor; where the amount is insufficient to settle the value of the mortgagee's creditor's rights, the deficit shall be paid by the debtor. In a word, although consent by mortgagee is a factor to be considered by the mortgagor to transfer the mortgaged property, but it does not mean that without such consent the transferring cannot be carried out. The purpose of setting up a mortgage stands for a guarantee for the creditor. If the mortgagor (or debtor) is willing to pay off the debts, there is no reason for a mortgagee to refuse. Due to the above-mentioned, most of candidates did not gain a satisfactory mark.Part (b) of this question was in relation to the transfer of mortgage right together with the mortgage right. According to the Property Law when creditor's rights are transferred, the mortgage right thereof shall be transferred together, unless it is otherwise provided for by law, or otherwise agreed upon by the parties concerned. This rule is to protect the rights and interests of the transferee. Generally speaking many candidates did not understand the key point to this part and answer correctly.Question ThreeThis question was to test candidates of the circumstances under which a labour contract terminates. Generally speaking, this question required only to explain four, out of many, circumstances under which a labour contract terminates.Where candidates did not score full marks this was because they failed to read the question properly. The termination of a labour contract means the labour contract will no longer bind upon the parties to it under the various circumstances as prescribed by the law or parties' agreement.Termination of a labour contract generally does not result from the breach of contract by one of the parities to the labour contract. Under any one of the circumstances, such as the expiration of the term of a fixed-term labour contract, the employee's beginning to enjoy their pension for retirement, the death of an employee or thebankruptcy of the employer, the labour contract terminates automatically. Since the labour contract loses its basis for the continuous performance. However, many candidates were confused themselves with the dissolution of labour, which is resulted from the breach of a labour contract by an employer or employee. They described the various breaches by one of the party to the labour contract under such circumstances the other party may be entitled to declare the dissolution of the labour contract. Obviously they did not answer the question to the point. For this reason so many candidates fail to receive marks as expected. Candidates must read the question carefully.Question FourPart (a) of this question required candidates to explain the term specific performance. It is a rule of contract law and also the one of the legal remedies, conferred by the Contract Law, for breaches of a contract. In accordance with Article 107 of the Contract Law, where a party breaches the contract, the other party may request the breaching party to continue to perform their obligations under the contract. Therefore, specific performance is sometimes regarded as continuous performance.Although specific performance is one of the legal remedies for breach of contract, its use is very limited or restricted in judicial practices. According to the Contract Law only if a party breaches their non-monetary obligation can the other party request for specific performance as a legal remedy. Therefore, part (b) of this question requires candidates to state at least two kinds of contractual obligation that are regarded non-monetary in nature. Handing over a set of apartment to the owner by a real estate developer or donating a painting to the museum by an artist shall be deemed as non-monetary obligations. However, very limited candidates were able to understand the non-monetary obligations and correctly point out any subject matters of a contract that shall be deemed as non-monetary obligations.Based on the above reasons, Part (c) required candidates to state the various circumstances under which the request for specific performance cannot be upheld by the court even if the other party has breached the contract. According to the Contract law under any one of the following circumstances specific performance cannot be requested by a party or should not be upheld by the court even if a party such requested where the other party breaches contract: specific performance is impossible in law or in fact, the subject matter of the obligation is not suitable for a compulsory enforcement or the cost of performance is excessively high and the obligee does not request for specific performance within reasonable time. For instance, where an agent fails to perform their obligation under an agency agreement the principal cannot request the agent to continue the performance of the agency agreement (a specific performance). As a rule of law any person should not be forced to provide agency services. The principal can claim for damages or liquidated damages if the failure of the agent causes detriment to the principal.The correct answer to this question stands for the proper understanding of the rule of specific performance. Only a few candidates could understand the meaning of the question and state the key points in part (c). As a whole, therefore, performance for this part was not satisfactory.Question FiveThis question was relevant to the forms of a company merger and the various procedural requirements to be taken by the parties involved in such transactions. Company merger has been examined in the previous sessionsand must be familiarised by candidates. Therefore, most of candidates were able to answer the question with high marks, especially the performance for part (a) in relation to the two forms of company merger.With respect to part (b) candidates were required to state the necessary procedural matters to be taken by the parties for the purpose of completion of a merger transaction. These procedural matters include the formulation of a statement of financial position and inventory of assets, notification to the creditors within the statutory time limit, the announcement of the proposed transaction in newspaper as well as the registration of any changes in legal entity after the completion of company merger. Comparatively, most of candidates were able to state such procedural matters as the notification of the proposed merger to the creditors and preparing a statement of finance, but failed to state the other necessary matters to be taken. Especially they failed to point out the registration requirement with the Administration for Industry and Commerce after the merger completes. For this reason they did not receive full marks.Question SixThis question required candidates to state the legal effect of the settlement of debts by a debtor against individual, the obligations as well as legal consequences for breach of such obligations when a people’s court has accepted the application for bankruptcy.In accordance with the relevant provision of the Enterprise Bankruptcy Law, the settlement of debts made by the debtor to an individual creditor after a people's court accepts an application for bankruptcy of the debtor shall be invalid. Since such a way would damage the rights and interests of other creditors against the debtor. Therefore, the law forbids the debtor to settle debts to an individual creditor when a court has already accepted an application for bankruptcy of the debtor. most of candidates were able to correctly understand this rule and answer quite satisfactory.Part (b) included two aspects: the obligations of the debtors of the debtor (the enterprise against whom an application for bankruptcy is brought) or the property holder of such a debtor, and the legal consequences for breaching their obligations. According to the Enterprise Bankruptcy Law, relevant debtors shall settle the debts of the debtor and the property holders of the debtor shall deliver the relevant property to the bankruptcy administrator. These obligations are very important for the protection of the rights and interests of the creditors of the enterprise against which the court accepts an application for bankruptcy. For instance, the refusal or failure to deliver the property held by a party will affect the quantity of the assets of the enterprise for liquidation. Breach of such obligations by the relevant parties would cause liability for compensation.A number of candidates were unable to answer part (b) (i) as regards the obligations of the debtors of the debtor and the property holder of the relevant debtor, but answered part (b) (ii) as to the legal consequences of breach.Question SevenThis question was relevant to banning access to the securities market as an administrative penalty, the circumstances under which the relevant persons may be penalised and the activities committed by a sponsor that may be subject to banning access to the securities market. Therefore, the key issue to this question is to know the administrative penalty of banning access to the securities market.To understand Banning access to the securities market one should catch three aspects: first, it is a kind of administrative penalty for violation of law by the relevant party; second, the violation of law must be in relation to the activities in securities market, not a violation in its general sense; thirdly, the penalty takes a form of banning to access to the securities market for certain person who violates the securities law. The correct understanding of the term banning to access to the securities market also constitute the basis for the adequate answer to the other two parts. However, some candidates did not catch the key aspects of the term banning access to the securities market which resulted in the dissatisfactory answer to this part and the following two parts.Part (b) relates the circumstances that may be subject to the administrative penalty of banning access to the securities market. Some candidates were able to answer limited points to this part but failed to get full marks, because they did not point out the intention of the person in violation and the seriousness of the circumstances being the key factors to be considered by the government department in adopting such administrative penalty.Part (c) was relevant to activities committed by a sponsor that may be subject to banning access to the securities market a penalty by the relevant government department. According to the Securities Law these activities include issuance of a letter of sponsorship containing a falsehood, misleading statement or major omission or failure to perform other statutory duties. Candidates normally were able to answer the false statement in a letter of sponsorship, but unable to state other illegal activities that might be subject to banning access to the securities market. Therefore, performance for this part was not satisfactory.Question EightThis question required candidates to deal with the legal issues in relation to the pledge of rights and the restrictions on the transfer of the right as pledged.In part (a) candidates were required to determine the date on which the right to pledge was established and the institution the pledge should be registered with. Based on the scenario and in reference to the relevant provisions of the Property Law, the right to the pledge shall be established upon registration of such pledge. Since the two parties applied for registration of pledge on 16 June 2012, this day was the date of the establishment of the right to pledge. In addition, as TCL is a listed company, the registration of the pledge of its shares shall be registered with the China Securities Registration and Clearance Company Ltd. Most of candidates were able to give correct answer to this part as to the date of the establishment of the right and the adequate institution for registration. Even though, a few candidates did not read the question carefully by determining the date of the establishment of the right to be on 15 June 2012. They failed to understand the importance of the registration and the date of the establishment of such a right.Part (b) required candidates to state the particular institution which the pledges should be registered with if TCL was a limited liability company. The relevant institution is the Administration for Industry and Commerce for registration. Since the shares of a limited liability company are not traded in the securities market, the Registration and Clearance Company is not the proper institution for registration. Performance of candidates for this part was satisfactory.In part (c) candidates were required to determine whether City Bank was entitled to refuse the proposal of Drinking Co to sell the shares and make early repayment. In accordance with the Property Law, no fund units or equity interest may be transferred after the pledge, unless the pledgor and pledgee agree after a consultation. City Bank and Drinking Co were the pledgee and pledgor respectively. City Bank might agree with Drinking Co’sproposal but had no obligation to do so. Therefore, City Bank was entitled to refuse the proposal of Drinking Co to sell the shares under the pledge and make an early repayment. Most of candidates were able to answer this part correctly and receive full marks allocated to this part. However, some candidates considered that City Bank was not entitled to refuse the proposal. They failed to read the relevant provision of the Property Law and failed to understand the object of such a rule is to protect the interests of the pledgee. Furthermore, according to the Property Law where the pledgee agrees the pledgor may still to sell the shares under the pledge and make an early repayment.Question NineThis question requires candidates to deal with the legal issues in respect of the formation of contract. Formation of contract is a subject that has been examined frequently in previous sessions.In part (a) candidates were required to determine whether there was a contract between Trading Co and Textile Company. In answering this part of the question candidates should know clearly the essential rule as to offer and acceptance, as well as make an accurate conclusion on the legal nature of actions taken by both parties. According to the scenario Trading Co sent an offer which had reached Textile Company. Therefore, the offer came into effect. Textile Company sent back a fax which should be regarded as a reply purported to be an acceptance but contained additions.However, in accordance with Article 30 and 31 of the Contract Law, a package of goods contained in this fax was not a term that materially changes the term of the offer. Since Trading Co did not timely object to such non-material changes, the fax constituted an effective acceptance. Upon arrival of the acceptance to Trading Company, the contract was formed. Although most of the candidates could give a correct determination as to the existence of a contract, the reasons to support their answer were not strong enough. Moreover, some candidates failed to give a correct conclusion, because they did not understand accurately the legal nature of the reply by Textile Company which contained some changes with respect to the package of goods.The nature of Textile Company’s fax to Trading Company was a reply purported to be an acceptance but contained additions. Its legal nature depends on the following expression of Trading Co. In accordance with Article 30 of the Contract Law, where a reply purported to be an acceptance but contains additions or changes, unless the offeror objects timely upon receiving such a reply, the contract is still formed by the offer and the reply which contains an additional term. This means, therefore, the contract may not be formed if the offeror objects the additional term. Based on the above reasons, the legal nature of the fax sent by Textile Company depends on the action of Trading Company. Since Trading Company did not object to the change as to the package of goods timely, the contract was formed. Most of candidates did not distinguish between the acceptance and the reply purported to be an acceptance but contains changes or additions.Question TenThis question required candidates to deal with the legal issues concerning the registered capital of a limited liability company. Performance for this question was quite satisfactory, as most of candidates were able to answer all the three parts and received full marks.Part (a) required candidates to discuss the initial capital contribution made by the sponsors. Under the Company Law, the amount of initial capital contributions made by all the shareholders of a limited liability company shall not be less than 20% of the registered capital of the company. Since the amount of initial capital contributionsto be paid by three sponsors was less than 20% (Mr Lee 20,000 + Mr Chan 90,000; 110,000 / total registered capital 600,000) of the registered capital of the company, it was not in conformity with the law.Under the Company Law, the amount of capital contribution in currency by all shareholders shall not be less than 30% of the registered capital of the limited liability company. In this case, the amount of capital contribution in currency was RMB 340,000 yuan (Mr 70,000 + Mr Chan 270,000 / total registered capital 600,000), much more than the minimum requirement by the law. Hence, it was in conformity with the law.Under the Company Law, all the capital contributions shall be paid by the shareholders of the company within two years upon the incorporation of the company unless otherwise provided for by the law. In this case, the time limit for making capital contributions for Mr Lee and Mr Wang was in conformity with the law. The time of making capital contribution by Mr Chan, however, was not in conformity with the law. Since the parties agreed that some of the capital contribution would be made in the third year upon the incorporation of the company.As a whole performance for this question was satisfactory. Most of candidates were able to give correct answers to the three parts with the reasons to support their answer. Only a few candidates failed to state accurately the time limit for the sponsors to make their capital contributions after the incorporation of the company.。

【ACCA驿站】F5、F8、F9考官报告

【ACCA驿站】F5、F8、F9考官报告F5 Performance Management F5 绩效管理June 2015 pass rate – 37%F5 candidates must learn to stand back and look at the big picture in questions at this level, says the latest Examiner’s Report (for June). If you can learn to do this it will serve you well when moving on to the professional level papers.F5的考生必须学会后退一步，站在大局观上来看待问题，最新的考官文章（6月）说。

如果你学会这个，这对你专业水平的考试很有帮助。

It seems many students struggled with the ABC question (Q1) in June. The examiner pointed to the fact that students are making fundamental errors when calculating their answers.似乎许多学生在Q1上费了很大功夫。

考官指出，计算这个问题时他们犯了很基本的错误。

Q2 covered transfer pricing and sitters again struggled with this topic.For Q3, the examiner examined learning curves in conjunction with planning and operational variances. When answering a question involving consideration of consequences the examiner said PQs need to ask themselves: ‘why should we care, why is it important?’ This should help ensure that the implications of the observations being made are also consideredin order to earn the marks available.Q3考察了结合规划和操作差异的学习曲线。

ACCA-F4第二章

ACCA-F4第二章Sources of English lawOverview SOURCESCase law Statute EuropeCommonLaw Equity Primary Secondary Primary Secondary1 Sources of law(a) Common law(b) Equity(c) Statute (legislation) including delegated legislation(d) European Union Law2 Common law and equity2.1 This is a system of law based upon decided cases. Legal rules (initially created by judgeswhen hearing cases) are followed by judges in subsequent like cases.It developed after the Norman Conquest.2.2 Initially only common law rules were derived from cases. The aim of common law was certainty. However various problems within the common law system resulted in the development of another kind of case law called equity. Equity sought to address some of the problems contained in the common law system. Its aim is fairness.2.3 Amongst the common law problems were inadequate remedies, a failure to recognise trusts and a reluctance to allow new causes of action to develop.2.4 At first common law and equity operated as two distinct systems of law with their own independent court and judges.Given that equity is based on fairness however it was eventually decided that in the event of conflict between the twosystems equity should prevail.2.5 The two systems have now been merged together. In practice therefore, if you seek a remedy in the courts today, the court will look first to the common law. If the common law can deal with your problem adequately there will be no recourse to equity. If the common law is unable to deal adequately with the problem the court will look to equity.2.6 Equity is therefore referred to as to a supplement to the common law.2.7 The operation of equity is entirely discretionary whereas common law applies automatically.2.8 Maxims:'He who comes to equity must come with clean hands.''Equity does not suffer a wrong to be without a remedy.'3 Statute (primary law)3.1 Acts of Parliament:Created by parliament. All new statutes should be compatible with HRA 98. Courts cannot strike out an Act of Parliament.Procedure:Green paper: Discussion documentWhite paper: Statement of policy(a) First readingNo debate - Bill is introduced to the timetable of the house.(b) Second readingGeneral debate and vote.(c) Committee stageBill is scrutinized and amendments suggested.(d) Report stageAmendments reported back to the House.(e) Third readingBrief debate and vote.(f) Same procedure in other House(House of Lord's has power to amend and delay passage of Bill: Parliament Acts 1911-1949).(g) Royal assentStudy point: Ensure you know what happens at each stage.Overview DELEGATED LEGISLATIONDelegated Bodies Types Controls AdvantagesDisadvantages3.2 Delegated Legislation: (Secondary law)Created by persons/bodies to whom parliament has delegated powers e.g. government ministers, local authorities, Inland Revenue and Customs and Excise. Delegation made possible by an 'Enabling' Act.(a) Types:-- Orders in Council-- Bye laws-- Statutory instrumentsActs of devolved assemblies(b) Controls:Parliamentary: House of Commons committee on statutory instruments- Statutory instruments must be laid before parliament prior to enactment although some require positive parliamentary approval- Judicial: Courts may declare them "ultra vires" (beyond capacity) (unlike Primary Acts). They must be compatible with HRA 98.- Ministerial: bye-laws must be approved by a minister(c) Advantages:-- saves time-- technical and local expertise-- allows for swift alterations in the law to keep pace with changing social and historical conditions(d) Disadvantages:- lack of democratic accountability- attack on concept of parliamentary sovereignty- concentrates power in the hands of civil servants- complexity and bulk- can be attacked in courts which may lead to uncertainty.Study point: Revisit this area having noted the impact of HRA 98 in Chapter 4.4 European community lawOverview European community LawInstitutionsLegislation4.1 Forms part of UK law by virtue of European Communities Act 1972Institutions of the Union:(a) European Court of JusticeECJ is the final authority on community law.(b) Council of MinistersThe Council is made up of ministers from Members States.The Council together with the Parliament is responsible for the adoption of legislation proposed by thecommission.(c) The CommissionMade up of commissioners from Member States. They propose draft legislation. Also ensure treaty obligationsobserved can refer cases to ECJ.(d) The European ParliamentMade up of directly elected members. It is an advisory and debating body which with the Council of Ministersbring law into effect.Study point: Ensure you can succinctly describe the function of each institution.4.2 Direct applicability and direct effectCommunity law which is directly applicable in member states comes into force without any act ofimplementation by members states.Law has direct effect if it confers rights and obligations directly on individuals.4.3 Types of European LawPrimary Law: that contained in the Treaties.Secondary Law:(a) Regulations (directly applicable)These are binding and enforceable from the time of their creation. Seek to give effect to Treaty aims. Takeeffect uniformly through out the EU.Failure to implement a directive within the specified time period, or failure to implement it completely may allow individuals to rely on the directive even though it is not implemented through national legislation. Such action can only be taken against the state or emanation of the state.(b) Directives (not directly applicable)Statements of principles which seek to harmonise EU laws, but left to member states to alter national law so asto achieve these aims within a specified period.(c) Decisions (binding only on recipient states and individualsto whom they are addressed). These aredecisions relating to the operation of E.U. laws and policies.4.4 Impact on Parliamentary Sovereignty?(a) Parliamentary sovereignty(i) Parliament is the prime law maker.It can overrule all other sources of law including previous statutes.(ii) Parliament cannot restrict a future parliaments’ ability to c hange the law.(iii) The courts must apply statute even if they think the law operates unfairly.(b) Conflict between Parliamentary Sovereignty and membership of the EU(i) A directive may require Parliament to change the law.(ii) A regulation may be passed which conflicts with an existing Act of Parliament.(c) Points to bear in mind(i) The UK is fully represented in all the EU’s institutions.(ii) UK ministers sit on all council meetings and vote on all proposed law.(iii) Ultimately, Parliament could repeal the ECA 1972.Legal reasoningOverview JUDICIAL PRECEDENTRules Other pointsRatio Obiter Hierarchy of Precedent ceasesdecidendi dicta the courts to be binding1 Doctrine of judicial precedent1.1 Common law and equity are a body of judge-made laws contained in decisions of the courts called judgements.1.2 Judge – made law or case law is whereby judges followthe decisions of other judges. The doctrine of precedent is sometimes referred to as 'stare decisis': let the decision stand.1.3 For case law to be workable as a source of law it needs to achieve consistency. Various 'rules' have therefore developed to achieve this aim.1.4 ‘Rules’:1.4.1 Only statements of law made by judges can form precedent. In turn these statements must be divided up into ratio decidendi (the reason for the decision) and obiter dicta (other comments).Only the ratio decidendi forms the basis of precedent as it is this reasoning which is vital to his decision. Obiter dicta are statements of general law (or hypothetical situations) which are not necessary for the decision in the case and hence are not binding.1.4.2 As the ratio decidendi of a case stems from specific facts if a precedent is to be followed in a subsequent case the factsof that case must be sufficiently similar.1.4.3 The precedent must have been set by a court capable of creating precedent and not have been overruled.1.5 Hierarchy of the courts:(a) House of Lords–binds all lower courts but not itself (exceptional cases)(b) Court of Appeal–binds all lower courts and itself(c) High CourtJudge sitting alone –binds all lower courts not divisional courtsJudges sitting together –binds all lower courts and divisional courts(d) CrownMagistrates–bind no-one at allCounty1.6 A precedent ceases to be binding if:(i) It has been overruled by statute or EU law or by a higher court.(ii) It can be distinguished on the facts i.e. if the material facts are not the same.1.7 Advantages:(i) Detail.(ii) Flexibility.(iii) Consistency.(iv) Fairness.1.8 Disadvantages:(i) Bulk.(ii) Restricts judicial discretion.(iii) reactive system.(iv) Lack of democratic accountability.1.9Persuasive authority:These are decisions (e.g. those of commonwealth countries, inferior courts and obiter dicta) which are not binding but may influence the decisions of judges in future cases.2 Interpretation of statutesOverview STATUTE – INTERPRETATIONStatutory aids Extrinsic aids Presumptions2.1Interpretation:Statutory aids:(a) Interpretation Acts(b) Interpretation sections of individual statutes(c) PreamblesExtrinsic aids:(a) Dictionary(b) Hansard – Pepper v Hart(c) Reports of committees2.2 Presumptions:(a) Act applies to the whole of the UK but not elsewhere(b) Act won’t be contrary to existing EU or international law(c) Act won’t bind the Crown(d) Act won’t have retrospective effect(e) Act does not alter the existing law nor repeal other Acts.2.3 Interpretation Rules:Overview STATUTE – INTERPRETATION RULESLiteral Golden Mischief Purposive EG(a) Literal ruleThe literal rule requires judges to give words their ordinary dictionary meaning.(b) Golden ruleThe golden rule acknowledges that the application of the literal rule may give rise to an absurdity, hence theordinary sense of the words can be modified to avoid such an absurdity.(c) Mischief ruleThis rule applies where the literal rule cannot be applied due to ambiguity. It seeks to look at the purpose forwhich the statute was enacted and interpret the statute in light of that.(d) Purposive approach (especially used in ECJ)Courts ascertain purpose of statute and give effect to it, whatever the wording of the statute. Some UK judges take a more purposive approach than others(e) Ejusdem generisWhere general words follow specific words the general words must be interpreted by reference to thespecific words used.2.4In Chapter 4 we consider the impact of the Human Rights Act 1998 on the interpretation of statutes.。

ACCA考试备考：F4考试科目介绍及学习技巧

ACCA考试备考：F4考试科目介绍及学习技巧F4 考试大纲：F4 Corporate & Business Law (English) 是ACCA 考试中唯一的一门法律科目，它的大纲设置主要涵盖了：lEnglish Legal System (英国法律体系)lLaw of Contract (合同法)lTort Law (民法)lLaw of Employment (劳动合同法)lAgency (代理)lPartnership (合伙企业)lCompany Law (公司法), 以及lProfessional ethics and Corporate Governance (职业道德与公司治理)。

F4 考试结构：15分钟阅读及180分钟答题时间，共10题，每题10分，均为必做题，问题内容涉及整个大纲，其中：l第1-7题为问答题，考官直接在问题中明确要测试的知识点，要求考生回答相应法律条款及以往案例。

l第8-10题为案例分析题，考官会给出一个涉及多个人物或组织的案例，问题往往不明确指出所涉及的知识点，需要考生根据案情自己寻找考点，选择适用的条款及案例做答，并适当加入自己的分析结论。

在F4 考题由可选题变成必做题后，F4考试的难度也随之加大，这就要求考生要对大纲中的每一章节都能熟练掌握，不能遗漏。

F4答题方法：-考生应充分利用考前15分钟阅读时间，梳理思路，尤其应仔细阅读案例分析题，并明确考点，写下答题纲要，切忌盲目做答。

-每道题应在平均18分钟之内完成，答题顺序不限。

-答题时写清题号，段落之间空行，每一大题另起新一页做答，不要只写答卷纸的一面。

-问答题的答案必须包含：Introduction/definition, rule of law, case name, name of Act, Section number-案例分析题的答案必须包含：Introduction/definition/declaration of issue, rule of law, case name,name of Act, Section number, fact analysis, and conclusion.F4 学习方法：作为ACCA fundamental level 中少有的纯理论科目，F4除要求大家能深入地理解大纲涵盖的知识点之外，还要求每一位考生拥有强大的记忆力，以及逻辑分析能力。

ACCA F4知识要点汇总(精简版)

a) 欧盟内任何个人 human rights 人权受损，都可 sign up 起诉 b) 自从 Human Rights Act 1998，UK 法律涵盖了欧洲人权会议内容，致使
UK 法院强制实施该人权法
a) UK 枢密院是相关英联邦国家上诉案件的最终上诉法院 b) 它的判决对 UK's jurisdiction 管辖的判例起 persuasive influence 有说服
16. Company directors（10 分）
18. Company meetings and resolutions（5 分）
17. Other company officers
Part G Legal implications relating to companies in difficulty or in crisis（5 分） 19. Insolvency and administration
Part D The formation and constitution of business organizations （10‐20 分）
9. Agency law
11. Corporations and legal personality
10. Partnerships
12. The formation and constitution
High court 高院
multi‐track cases
hear cases anywhere in England and Wales a) The Queens Bench Division 王座庭：contract and tort（>25000）, judges
are specialists in commercial law 法官是商法方面的专家。英国需要 14 年经验。

ACCA官方剧透F阶段各科考点

ACCA官方剧透F阶段各科考点来源：浦江财经ACCA F1·Study the examiner’s report for June 2014 carefully so that you are aware of how students answered questions based on the new exam structure.好好地看看2014年06月的examiner’s report,这样可以帮助你对新的卷子结构有比较清晰的了解。

·The syllabus is very broad but does not go into any real depth on any subject. Learn the theories/theorists and work through as many exam-style questions as possible to soak up the rest.考纲覆盖范围很大，但是并不要求对知识点有很深的理解。

只要掌握基本的概念，了解考试题型，做点真题练练手就差不多了。

·Good exam technique can make all the difference. Never, ever, leave any question unattempted –if you are not sure, eliminate what is clearly wrong, then guess.掌握考试技巧非常重要。

千万、千万不要空着题目不做，即使你不会做或者不确定，也猜一个填上去。

ACCA F2·Paper F2 provides the foundation for Papers F5 and F9, so it’s important to aim for a good pass –try not to scrape through.F2是为F5和F9打基础的，所以不要只求过，更重要的是要对基本知识点有清晰的了解·If you are sitting the computer-based exams, you must try the CBE demo.如果你是选择机考，请先来一次模拟考；·The exam contains 35 objective test questions worth 70 marks in total, and three multi-task questions worth 10 marks each.考试由35道客观题组成，总共70分，multi-task questions每道10分，总共3道，30分ACCA F3·Be comfortable with double-entry; a good understanding of debits and credits is a must.要熟悉double-entry，尤其要注意debits和credits,一定要了解透彻，这是必考点！·Be confident with the longer form questions.长文字题要在考前多做真题练习，熟悉做题的感觉。