题目内容
Section B – TWO questions ONLY to be attempted
Louieed Co
Louieed Co, a listed company, is a major supplier of educational material, selling its products in many countries. It supplies schools and colleges and also produces learning material for business and professional exams. Louieed Co has exclusive contracts to produce material for some examining bodies. Louieed Co has a well-defined management structure with formal processes for making major decisions.
Although Louieed Co produces online learning material, most of its profits are still derived from sales of traditional textbooks. Louieed Co’s growth in profits over the last few years has been slow and its directors are currently reviewing its long-term strategy. One area in which they feel that Louieed Co must become much more involved is the production of online testing materials for exams and to validate course and textbook learning.
Bid for Tidded Co
Louieed Co has recently made a bid for Tidded Co, a smaller listed company. Tidded Co also supplies a range of educational material, but has been one of the leaders in the development of online testing and has shown strong profit growth over recent years. All of Tidded Co’s initial five founders remain on its board and still hold 45% of its issued share capital between them. From the start, Tidded Co’s directors have been used to making quick decisions in their areas of responsibility. Although listing has imposed some formalities, Tidded Co has remained focused on acting quickly to gain competitive advantage, with the five founders continuing to give strong leadership.
Louieed Co’s initial bid of five shares in Louieed Co for three shares in Tidded Co was rejected by Tidded Co’s board. There has been further discussion between the two boards since the initial offer was rejected and Louieed Co’s board is now considering a proposal to offer Tidded Co’s shareholders two shares in Louieed Co for one share in Tidded Co or a cash alternative of $22·75 per Tidded Co share. It is expected that Tidded Co&39;s shareholders will choose one of the following options:
(i) To accept the two-shares-for-one-share offer for all the Tidded Co shares; or,
(ii) To accept the cash offer for all the Tidded Co shares; or,
(iii) 60% of the shareholders will take up the two-shares-for-one-share offer and the remaining 40% will take the cash offer.
In case of the third option being accepted, it is thought that three of the company&39;s founders, holding 20% of the share capital in total, will take the cash offer and not join the combined company. The remaining two founders will probably continue to be involved in the business and be members of the combined company&39;s board.
Louieed Co’s finance director has estimated that the merger will produce annual post-tax synergies of $20 million. He expects Louieed Co’s current price-earnings (P/E) ratio to remain unchanged after the acquisition.
Extracts from the two companies’ most recent accounts are shown below:
The tax rate applicable to both companies is 20%.
Assume that Louieed Co can obtain further debt funding at a pre-tax cost of 7·5% and that the return on cash surpluses is 5% pre-tax.
Assume also that any debt funding needed to complete the acquisition will be reduced instantly by the balances of cash and cash equivalents held by Louieed Co and Tidded Co.
Required:
(a) Discuss the advantages and disadvantages of the acquisition of Tidded Co from the viewpoint of Louieed Co. (6 marks)
(b) Calculate the P/E ratios of Tidded Co implied by the terms of Louieed Co’s initial and proposed offers, for all three of the above options. (5 marks)
(c) Calculate, and comment on, the funding required for the acquisition of Tidded Co and the impact on Louieed Co’s earnings per share and gearing, for each of the three options given above.
Note: Up to 10 marks are available for the calculations. (14 marks)
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高中美术《油画》
考题回顾
试讲题目
题目来源：
1月7日下午吉林省吉林市面试考题
1.题目：油画
2.内容：要点提示或建议：
(1)油画是用透明的植物油为媒介调和颜料，在制作过底子的布、纸、木板等材料上塑造艺术形象的绘画。
(2)《红色瓶子》画中画家运用了闪烁不定的色彩以及虚幻的空间处理，作品中瓶子的表现方法在抽象与具象之间拭到了微妙的平衡，画面强烈的色调与独特的构图描绘了一幅纯粹、诗意的画面。画家更注重的是画面的表现，而不是描绘对象的逼真。
3.基本要求：
(1)教学过程中体现本节课的教学重难点;
(2)了解油画作品的艺术风格;
(3)试讲时间为10分钟左右。
答辩题目
1.如何理解意象艺术？
2.油画的特点是什么？
The country of Westoria has a well-respected public health service funded primarily through general taxation. The Westoria Public Health Authority (WPHA) is responsible for delivering this health service through a network of hospitals in Westoria.
WPHA is under increasing pressure to demonstrate to taxpayers that it is using public finances wisely and so it wishes to accurately monitor and control health service expenditure. However, it is proving difficult to confidently track the budgeted and actual finances of individual hospitals, as each is operating its own form. of budgeting and cash management. Consequently, WPHA has decided to introduce a single computer-based system which will allow all hospitals to enter and manage financial information in a standard way. This system will be part of an authority-wide enterprise resource planning system (ERPS) which will allow WPHA to monitor and control the finances of the entire authority. Currently, the input and consolidation of WPHA information is a time-consuming process, importing data from individual hospitals into a series of spreadsheets to provide total figures for the authority as a whole.
At a recent WPHA board meeting, the head of the authority suggested that the scope of the ERPS should be widened to incorporate other elements of operational and management information. She pointed out that some previous commercial off-the-shelf (COTS) software solutions which the authority selected and implemented had not worked well. She gave two specific examples:
– The payroll system does not support payment increments for non-standard working, such as overtime rates. To allow this, payroll staff currently have to change the employee’s standard hourly rate for the time period in question and then change it back again. This is time-consuming and payment errors have been made when payroll staff have forgotten to change the rate back again.
– The human resource management system does not support the temporary transfer of staff between hospital departments. To compensate for this, human resource staff have to action a permanent move for a short time period and then action a reverse move at the end of that period.
She therefore felt that the introduction of the ERPS would be an opportunity to address outstanding problems and to improve and standardise the systems in use.
The board agreed the ERPS should, as a minimum, also include payroll and human resource management modules within the overall product. However, given budget limitations, the board decided that a commercial off-the-shelf ERPS solution should be selected and implemented. They all agreed that this would be a cheaper solution than a bespoke system and would be well suited to their needs, as it should fulfil the standard requirements they envisaged. Furthermore, it had always been the policy of WPHA not to employ internal IT system developers. Currently, the IT support team consists of one operational member of staff at each hospital and a central team of ten staff who assist in addressing major IT problems encountered at any of the hospitals. The IT support team has also produced ways to bypass issues with previously implemented COTS package solutions.
This lack of internal IT resource, and the recognition that previous COTS implementations had been less successful than predicted, has prompted WPHA to seek the advice of an external software systems consultant.
The consultant has suggested that the evaluation and implementation of the ERPS package should follow a four-stage process:
– Evaluate whether a COTS solution is an appropriate approach
– Define the requirements for the new software
– Evaluate competing packages
– Implement the selected package
However, the head of the authority believes that the external consultant is being over-cautious in his advice and approach and that the first two stages are not needed. In her words: ‘We know that a COTS solution is the right approach for us as we have little alternative, so why spend time doing the first step？ We also know that we’ve been pretty poor at defining what we want in the past; so why not recognise our deficiencies and go straight to stage three and look at competing packages to see which products provide the best features？’
The HR director, who has experienced the problems of the human resource and payroll systems at first hand, disagrees. He feels that the consultant’s four-stage process is insufficient. He believes that, ‘it is important that we consider all four elements of the POPIT (four view) model, which provides four key areas to be considered when a process is to change. These four key areas are people, organisation, processes and information technology. Only the last of these will be considered in the consultant’s four-stage process. If we ignore the remaining three areas we are in danger of another failed software project, which is likely to further upset taxpayers and, perhaps, threaten the future of the authority itself.’
Required:
(a) The external consultant suggested a four-stage process for the evaluation and implementation of the proposed commercial off-the-shelf ERPS package.
Discuss the four-stage process for the evaluation and implementation of a software package, and the significance of each stage in the context of the previous and proposed COTS solutions at WPHA. (16 marks)
(b) The HR director has suggested that all elements of the POPIT model should be considered.
Explain, in the context of WPHA, the need for considering the people, the organisation and the processes involved when carrying out a business change project. (9 marks)
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