[简答题]Arend and Company Limited was formed for the purpose of selling tools of all kinds. It was mentioned in the memorandum as the main object of the company. Arend and Company Limited, (a) took loans to build stocks; (2 marks) (b) repaired tools for profit; (2 marks) (c) gave employees loans to buy cars for personal and official use; (2 marks) (d) ran training courses for customers and others instructing the proper use of tools; and (2 marks) (e) expanded its business to sell refrigerators and air conditioners. (2 marks) Required: Explain whether these activities (a) to (e) would be regarded as ‘ultra vires’. (10 marks)

[简答题]ABC Limited is a private company limited by shares, which has adopted Table A as its articles of association. The authorised and issued share capital of ABC Limited is EUR 10,000 divided into 5,000 Class ‘A’ shares of EUR 1 each and 5,000 Class ‘B’ shares of EUR 1 each. Class ‘A’ shares enjoy preferential rights over dividends and repayment of capital. Mary holds 4,000 Class ‘A’ shares and 4,000 Class ‘B’ shares; Tim holds 500 Class ‘A’ shares and 1,000 Class ‘B’ shares; and John holds 500 Class ‘A’ shares. Mary wishes to remove the preferential rights attached to Class ‘A’ shares but Tim opposes. Required: Advise Tim. (10 marks)

[简答题]Duffy Limited is a private company limited by shares, with a share capital of EUR 1,000,000, divided into shares of EUR 1 each. Duffy Limited adopted Table A of Cap. 113 as its Articles of Association. Duffy Limited invested its share capital in listed company bonds and shares and, one and a half years later, it made a profit of EUR 100,000. The company had no other transactions. Dona, who is the sole shareholder of Duffy Limited, wishes immediate distribution of the profit to her, before the end of the company’s financial year. Dona further anticipates the reduction in the scale of Duffy Limited’s operations on completion of its current financial year, and as a result Duffy Limited will only need a capital of EUR 500,000 for its business. Required: Advise Dona as to her legal rights and procedures necessary to distribute among herself: (a) the amount of EUR 100,000 before the end of the company’s financial year; and (4 marks)

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SIMON BROTHERS COMPANY LIMITED
232 Lincosin Road, Boston, MA 01256 U.S.A.
Contract No. 1354
Date: December 23, 2010

Simon Brothers’ Company Limited the employer, hereby employs Li Hua, the employee, to perform duties as stated below, in consideration for which the employer will pay the employee at the rate of U.S. $2,000 per month and, in addition, compensate him for any other expenses incurred by him when he is carrying out his duties.
In keeping with the above-mentioned remuneration, the employee shall agree to carry out the following duties, to negotiate with Chinese authorities about the cooperation between Simon’s group and China; to arrange for the visits of John Simon, president, and other executives to China; to act as authorized representative in any inquiries from Chinese parties.
In this employment, the employee shall act honestly, laboriously

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