In relation to the Labour Contract Law of China, explain FOUR circumstances under which a

In relation to the Property Law of China:

(a) state the rules relating to the transfer of mortgaged property during the period of mortgage; (7 marks)

(b) state the rules relating to the transfer of credit which is secured by a mortgage. (3 marks)

’s Court, explain the rule to be followed by the people’s courts in dealing with the circumstances under which the counterparty to a contract for the purpose of setting up the company:

(a) signed by a sponsor in their name, requests the sponsor to be responsible for the contract; (3 marks)

(b) signed by the sponsor in their name, requests the company to be responsible for the contract; (4 marks)

(c) signed by the sponsor in the name of the company, requests the company to be responsible for the contract. (3 marks)

its poor business operations. On 30 April 2012, the people’s court rendered an order to accept the bankruptcy application and designated a bankruptcy administrator. At this moment, Dalie Co faced the following key financial matters:

(i) Construction Company had brought a lawsuit against Dalie Co for its delay to pay the construction price due, but the case was still pending for trial;

(ii) Dalie Co owed a loan totalling RMB 20 million yuan to Industry Bank, of which RMB 12 million yuan was secured by a guarantee agreement on the buildings of Dalie Co;

(iii) Dalie Co had provided a guarantee to Merchant Bank for a loan of RMB 10 million yuan borrowed by Jiqing Company. The loan has matured but Jiqing Company failed to repay the principal and interest.

Required:

Answer the following questions in accordance with the Enterprise Bankruptcy Law of China, and give your reasons for your answers:

(a) state how to deal with the pending disputes between Construction Company and Dalie Co; (3 marks)

(b) state how to deal with the loan of RMB 20 million yuan owed to Industry Bank; (3 marks)

(c) state whether Merchant Bank was entitled to declare the credit and join the bankruptcy procedure. (4 marks)

igation under the Company Law of China.

(a) Ms E was entitled to bring a lawsuit against Mr A. The legal basis for this conclusion is Articles 21, 150 and 152 of the Company Law. The controlling shareholders, actual controllers or directors of a company shall not, by taking advantage of their affiliate relationship, damage the interests of the company. Where any of the above-mentioned persons violates laws or articles of association of a company and causes damages to a company, such person shall be liable for the damages. If such a situation occurs, any shareholder may directly bring a lawsuit against the director, subject to the conditions as prescribed by the Company Law.

(b) In accordance with Article 152 of the Company Law, the following conditions shall be satisfied:

(i) Ms E requests the supervisory board in writing to bring a lawsuit against the director who causes the damage;

(ii) the supervisory board, upon its receipt of Ms E’s request, fails to file a lawsuit within 30 days upon the receipt of such request;

(iii) Ms E brings a lawsuit against the Mr A for the interests of the company, in her own name.

(c) Assuming Ms E was granted a favourable judgement by the court, the beneficiary should be Tenda Co Ltd. Although Ms E brought the lawsuit in her own name, the legal action was for the interests of the company. Therefore, the result of such a legal action should be attributed to the company.

rtswear to the latter. Under the contract Aishen Garment Co would deliver the goods at Bulinger Store’s warehouse by 30 June 2012 and receive payment upon delivery of the goods.

Having found market conditions tough after the conclusion of the contract, Bulinger Store asked to decrease the quantity of goods, but Aishen Garment Co disagreed. At this moment, Bulinger Store learnt that a company named Conka Sales intended to buy the same garments and resell them to another province. Therefore, Bulinger Store concluded an agreement with Conka Sales to transfer the rights and obligations under its contract with Aishen Garment Co.

Bulinger Store sent a letter to Aishen Garment Co, notifying it that the rights and obligations under the contract had been transferred to Conka Sales. Aishen Garment Co did not reply to the letter.

On 15 June 2012, however, Aishen Garment Co sent a fax to advise Conka Sales to be prepared for receiving the goods. At the end of June Aishen Garment Co delivered 10,000 pieces of sportswear to the premises of Conka Sales and received the total price paid by Conka Sales. However, a certificate of inspection issued by an independent institute indicated that nearly 30% of the goods were below the quality standard. Therefore, Conka Sales intended to reject the goods. Aishen Garment Co insisted that there was no contractual relationship between them, since it was merely under its contract with Bulinger Store to directly deliver the goods to Conka Sales.

Required:

Answer the following questions in accordance with the Contract Law of China, and give your reasons for your answers:

(a) state whether there was a contractual relationship between Aishen Garment Co and Conka Sales; (8 marks)

(b) state whether Aishen Garment Co or Bulinger Store should be liable for the defects of the goods. (2 marks)

mpany:

(a) describe various activities that shall be regarded as fraudulent behaviour; (6 marks)

(b) state the reasons why such activities will be regarded as fraudulent behaviour. (4 marks)

In relation to the Securities Law of China:

(a) explain a takeover by offer of a listed company; (3 marks)

(b) explain what happens after the expiration of the duration of the takeover by offer. (7 marks)

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)