In relation to the Securities Law of China:（a) explain a takeover by offer of a listed com

In relation to the Enterprise Bankruptcy Law of China:

(a) explain the term rectification; (4 marks)

(b) state the legal effect of rectification on the right of guarantee during the period of rectification. (6 marks)

In relation to the Company Law of China:

(a) state the composition of the board of directors of a general limited liability company; (3 marks)

(b) state the composition of the board of directors of a limited liability company that is incorporated by two or more state-owned enterprises; (4 marks)

(c) state the way to deal with the situation where the number of directors is less than a quorum due to various causes and the re-election has not been completed. (3 marks)

In relation to the Contract Law of China:

(a) explain a pre-contractual liability, and distinguish between this kind of liability and the liability for breach of contract; (6 marks)

(b) state various conducts of a party that will result in a pre-contractual liability. (4 marks)

In relation to the Labour Contract Law of China:

(a) explain a non-competition clause in a labour contract; (4 marks)

(b) state the various persons who are subject to non-competition obligations in their labour contracts with their employer; (2 marks)

(c) state the conditions and term of duration for a non-competition clause contained in a labour contract. (4 marks)

upreme People’s Court:

(a) state the procedural way to deal with the situation when an obligee has assigned his rights to a third party and a dispute, between the obligator and the assignee, is brought to the people’s court; (3 marks)

(b) state the procedural way to deal with the situation when an obligor has assigned his obligations to a third party and a dispute, between the assignee and obligee, is brought to the people’s court; (3 marks)

(c) state the procedural way to deal with the situation when a party has assigned his rights and obligations to an assignee and a dispute, between the other party and the assignee, is brought to the people’s court. (4 marks)

In relation to the essential legal system of China:

(a) explain the conditions under which the people’s congresses of provinces, autonomous regions and municipalities (provincial level people’s congresses) may enact local laws; (3 marks)

(b) (i) explain the conditions under which Ministries and Commissions under the State Council may issue rules and regulations; (4 marks)

(ii) state which shall prevail where there is a conflict between rules and regulations issued by Ministries and Commissions under the State Council and the local people’s congresses at provincial level. (3 marks)

business and drafted a business proposal for further discussions with potential investors. Among other things the proposal contained the following items:

(a) The proposed joint stock company would be invested by nine sponsors, four sponsors from China and five sponsors from other Asian countries. Such arrangements would be of benefit to expand the Asian market. (3 marks)

(b) The registered capital of the company would be RMB 100 million yuan, among which RMB 30 million yuan would be subscribed by nine sponsors and the remaining RMB 70 million yuan would be subscribed through an initial public offering (IPO). (4 marks)

(c) All capital contributions by sponsors must be made in the form. of currency, as the joint stock company is to be incorporated through IPO. (3 marks)

Required:

Explain whether the above items (a), (b) and (c) are in conformity with the relevant provisions of the Company Law.

Note: The mark allocation is shown against each item.

ce of RMB 200 yuan/kg, totalling RMB 2 million yuan. Among other things, the sales contract stipulated the following terms and conditions: within 10 days after the conclusion of the contract Buyer would make the advance payment of RMB 500,000 yuan and Seller was to deliver all the goods to the place of Buyer; the remaining price of RMB 1·5 million yuan should be paid within five days upon the delivery of goods; any breach of contract should be subject to the liquidated damages equivalent to 20% of the total price.

Buyer made the advance payment, but Seller did not deliver any goods. Buyer urged Seller to deliver the goods immediately, as its production would be seriously affected by the short supply of the goods. However, Seller declared force majeure as the reason for non-delivery. Seller insisted that it was only a trading company, not a producer of the chemical products. Seller alleged that upon the conclusion of the contract, it entered into a purchase agreement with a producer to buy the goods from the latter. Due to a fire accident, the producer could not supply the goods under the purchase agreement; Seller therefore could not deliver the goods to Buyer. Non-delivery of goods was due to force majeure that caused the failure to supply the goods by the producer to Seller.

Buyer refused to accept Seller’s argument and bought 10,000 kg of the same products for replacement at a price of RMB 220 yuan/kg, resulting in a total extra cost of RMB 200,000 yuan. Meanwhile it filed a lawsuit against Seller in the court, requesting liquidated damages of RMB 400,000 yuan (20% of the total price) and the damages of RMB 200,000 yuan for extra price caused for the urgent purchase.

Required:

Answer the following questions in accordance with the relevant provisions of the Contract Law, and give your reasons for your answer:

(a) state whether Seller’s argument of force majeure can be established; (5 marks)

(b) state whether Buyer’s claims for liquidated damages and damages should be supported by the court. (5 marks)

and a mortgage agreement with a local credit association (Credit Association) to borrow RMB 2 million yuan for one year to meet the needs of his business operation, and provided his own house as the subject matter under the mortgage agreement. After the conclusion of the mortgage agreement, Mr Fang and Credit Association went to register the mortgage agreement with the local real estate registration centre.

In June 2011 Mr Fang leased the same house to Ms Lee for a period of two years.

Due to the sudden change of the market and poor operation of his enterprise, Mr Fang was unable to repay the principal and interest as agreed when the loan matured at the end of January 2012. Credit Association filed a lawsuit in the people’s court and obtained a judgement in favour of its claim for the principal RMB 2 million yuan plus interest.

Credit Association then advised Ms Lee to leave the house, as it has been authorised by the people’s court to organise a public auction to sell the house for the enforcement of the judgement. Ms Lee refused to leave the house on the grounds that the lease agreement was an effective one between Mr Fang and herself and would last until the end of June 2013. In addition, Credit Association’s right of mortgagee should not affect her right under the lease agreement.

Required:

Answer the following questions in accordance with the relevant provisions of the Property Law, and give your reasons for your answer:

(a) state whether Ms Lee’s grounds for refusal to leave the house can be established. (5 marks)

(b) state how Ms Lee should deal with the current situation. (5 marks)

st the stocks of a joint stock company and the relevant organisation that may adopt stricter conditions for such listing.