In relation to company law:<br>(a) explain the meaning of limited liability. (3 marks)<br>(b) Explain and distinguish between:<br>(i) unlimited companies; (2 marks)<br>(ii) companies limited by guarantee; (2 marks)<br>(iii) companies limited by shares. (3 marks)

Explain and distinguish between the following terms in relation to the doctrine of precedent in the English legal system:<br>(a) ratio decidendi and obiter dictum; (4 marks)<br>(b) binding precedent and persuasive precedent. (6 marks)

Due to a failure to pay its debts, in October 2014 the court accepted an application for bankruptcy by the creditors of Hangle Garment Co and designated a bankruptcy administrator. The bankruptcy administrator found that:<br>(i) Hangle Garment Co had given up a credit of RMB 500,000 yuan owed by its affiliate enterprise in August 2013;<br>(ii) Some shareholders of Hangle Garment Co failed to make full capital contributions as prescribed in the articles of association of the company;<br>(iii) There was a contract between Hangle Garment Co and Bright Department Store, which was concluded before the bankruptcy application was accepted and had been partly performed.<br>Required:<br>In accordance with the Enterprise Bankruptcy Law of China:<br>(a) State whether the action of giving up credit could be revoked during the process of liquidation. (2 marks)<br>(b) State how the lack of full capital contributions by some of the shareholders of the company should be dealt with. (2 marks)<br>(c) State what right the bankruptcy administrator has regarding the partly-performed contract between Hangle Garment Co and Bright Department Store. (2 marks)

Required:<br>In accordance with the relevant provisions of the Company Law:<br>(a) Describe the relevant voting requirement by the general shareholders’ meeting of Dano Stock Co to approve the merger. (2 marks)<br>(b) Explain why such a voting requirement by the general shareholders’ meeting is needed to pass a resolution. (2 marks)<br>(c) State what right the creditors of the LLC should have once they receive notice of the company merger. (2 marks)

After the conclusion of the contract, Seafood Co entrusted Links Logistics Co to carry the goods to Family Mart. However, Links Logistics Co only shipped 5,000 packages to Family Mart on time. During transportation of the rest of the goods, 1,000 packages got wet in the heavy rain and arrived at Family Mart’s place of business 10 days late. Required: In accordance with the Contract Law of China:<br>(a) Explain whether Family Mart was entitled to refuse to accept all the 10,000 packages of goods. (2 marks)<br>(b) Explain whether Seafood Co could be exempted from liabilities caused by Link Logistics Co in the process of transportation. (2 marks)<br>(c) Explain whether Family Mart was entitled to claim the RMB 50,000 yuan liquidated damages. (2 marks)

Mr Ma and Ms Yang entered into a loan agreement and a security agreement, under which Mr Ma would provide his truck as the mortgage to Ms Yang for borrowing RMB 200,000 yuan. However, they failed to register the mortgage agreement.<br>Several months later, Mr Ma borrowed another RMB 200,000 yuan from Mr Lee and delivered his truck as the pledge to Mr Lee. The two parties then registered the pledge agreement.<br>Upon the expiration of the loan agreements, Mr Ma was unable to repay the capital and interest. A dispute occurred between Ms Yang and Mr Lee, since they intended to exercise the right of guarantee simultaneously.<br>Required:<br>In accordance with the Property Law of China:<br>(a) Explain whether the mortgage agreement between Mr Ma and Ms Yang came into effect. (2 marks)<br>(b) Describe when the right of pledge between Mr Ma and Mr Lee was established. (2 marks)<br>(c) Explain who should be repaid in priority if the truck was auctioned. (2 marks)

Which of the following courts may set up several tribunals in the area under its jurisdiction, according to the conditions of population and number of cases？

A. Basic people’s court
B. Intermediate people’s court
C. Higher people’s court

Which of the following statements about the delivery of movables is correct？

A. The assignment of rights in vessels and aircrafts, if unregistered, shall not be enforced against a third party in good faith
B. The creation of rights in movables shall not become effective upon delivery
C. The assignment of rights in vessels and aircrafts shall not become effective without a registration

According to the Enterprise Bankruptcy Law, where an enterprise is unable to pay off its debts, the relevant parties may reach an agreement for rectification, rather than immediately liquidating the debtor’s assets. Which of the following may apply to the court for rectification？

A. Debtors
B. Creditors representing 5% or less of the total creditors’ rights
C. The bankruptcy administrator

According to the Securities Law, where an investor takes over a listed company through the

A. One month
B. Three months
C. Six months
D. Twelve months