英文證券卷二 HKSI Paper 2 第一章
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- 已答
- 回顧
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1/545問題
1. 問題
1 分QID780:Which of the following demands have to be satisfied by the wide range of financial products and services available in Hong Kong?
I. Meet demands for investmentII. Employment opportunities for locals
III. Employment opportunities for expatriates
IV. Capital and investment protection
正確
Hong Kong’s status as an international financial centre is reflected in the wide range of financial products and services available in Hong Kong, developed to meet demands for investment, capital and income formation and capital raising, the facilitation of cash and capital flows, capital and investment protection (for example, hedging), safe custody and security, speculation and insurance. The financial markets also provide an avenue for price discovery and liquidity of investments.
錯誤
Hong Kong’s status as an international financial centre is reflected in the wide range of financial products and services available in Hong Kong, developed to meet demands for investment, capital and income formation and capital raising, the facilitation of cash and capital flows, capital and investment protection (for example, hedging), safe custody and security, speculation and insurance. The financial markets also provide an avenue for price discovery and liquidity of investments.
提示
Reference Chapter:1.1.1
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2/545問題
2. 問題
1 分QID1034:Globalisation and advances in technology have enabled investors to
I. Participate in different markets
II. Arbitrage between markets
III. Arbitrage between products
IV. Increase investment returns by diversifying正確
Globalisation and advances in technology have enabled investors to move rapidly from one market to another, arbitraging between markets, products and transactions.
錯誤
Globalisation and advances in technology have enabled investors to move rapidly from one market to another, arbitraging between markets, products and transactions.
提示
Reference Chapter:1.1.1
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3/545問題
3. 問題
1 分QID1:The existence of the financial markets in Hong Kong can satisfy which of the following demands?
I. Meet demands for investment, capitalization and risk management.
II. Meet demands for employment
III. Provide an avenue for price discovery
IV. Provide liquidity for investments正確
The demands for employment is not a function satisfied by financial market alone, thus is not a primary reason for the existence of the financial markets in Hong Kong.
錯誤
The demands for employment is not a function satisfied by financial market alone, thus is not a primary reason for the existence of the financial markets in Hong Kong.
提示
Reference Chapter:1.1.1
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4/545問題
4. 問題
1 分QID1658:Hong Kong Financial Regulatory Regime is
正確
Hong Kong Financial Regulatory Regime is able to address new and complex financial products.
錯誤
Hong Kong Financial Regulatory Regime is able to address new and complex financial products.
提示
Reference Chapter:1.1.1
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5/545問題
5. 問題
1 分QID785:The SFC regime adopts which of the following regulatory approaches?
正確
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
錯誤
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
提示
Reference Chapter:1.1.2
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6/545問題
6. 問題
1 分QID784:A risk-based regulatory system refers to a system in which:
正確
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
錯誤
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
提示
Reference Chapter:1.1.2
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7/545問題
7. 問題
1 分QID783:What approach does the SFC take to regulate market intermediaries?
正確
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
錯誤
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
提示
Reference Chapter:1.1.2
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8/545問題
8. 問題
1 分QID787:Which of the following regulatory approach is adopted by the SFC?
正確
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
錯誤
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
提示
Reference Chapter:1.1.2
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9/545問題
9. 問題
1 分QID781:The principal regulator of the securities industry in Hong Kong is the
正確
The SFC was created by law under the Securities and Futures Commission Ordinance (now repealed and subsumed in the SFO). It is independent, meaning that it is not part of the Government machinery of the Civil Service or the ministerial system. Nevertheless, it reports to and is accountable to the Government as described in section 2 above.
錯誤
The SFC was created by law under the Securities and Futures Commission Ordinance (now repealed and subsumed in the SFO). It is independent, meaning that it is not part of the Government machinery of the Civil Service or the ministerial system. Nevertheless, it reports to and is accountable to the Government as described in section 2 above.
提示
Reference Chapter:1.1.2
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10/545問題
10. 問題
1 分QID786:Which of the following regulatory approaches adopted by the SFC is given more regulatory attention towards the areas where the SFC perceives the highest risks to lie?
正確
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
錯誤
An expression used by the SFC to explain its approach to regulation is that it is “risk-based”. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
提示
Reference Chapter:1.1.2
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11/545問題
11. 問題
1 分QID8:Which two of the following philosophies and systems of regulations are commonly used by financial regulators in Hong Kong?
I. Merit Based
II. Sanction Based
III. Disclosure Based
IV. Income Based正確
Sanction Based regulations and Income Based regulations do not exist in Hong Kong. Merit Based regulations is to reduce access to unfavourable investment products or projects by investors. The interest of investors are protected by doing so. Disclosure Based regulations require investment products and projects disclose their strengths and weaknesses maximally, so that investors can make an informed decision.
錯誤
Sanction Based regulations and Income Based regulations do not exist in Hong Kong. Merit Based regulations is to reduce access to unfavourable investment products or projects by investors. The interest of investors are protected by doing so. Disclosure Based regulations require investment products and projects disclose their strengths and weaknesses maximally, so that investors can make an informed decision.
提示
Reference Chapter:1.1.2
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12/545問題
12. 問題
1 分QID782:The SFC is a/an _______ in Hong Kong.
正確
The SFC was created by law under the Securities and Futures Commission Ordinance (now repealed and subsumed in the SFO). It is independent, meaning that it is not part of the
Government machinery of the Civil Service or the ministerial system. Nevertheless, it reports to and is accountable to the Government as described in section 2 above. It is considered the securities and futures market prime regulator.錯誤
The SFC was created by law under the Securities and Futures Commission Ordinance (now repealed and subsumed in the SFO). It is independent, meaning that it is not part of the
Government machinery of the Civil Service or the ministerial system. Nevertheless, it reports to and is accountable to the Government as described in section 2 above. It is considered the securities and futures market prime regulator.提示
Reference Chapter:1.1.2
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13/545問題
13. 問題
1 分QID10:Which system or philosophy of regulations is adopted by the SFC to regulate securities and futures markets?
正確
SFC adopts a“risk-based”approach towards regulations. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
錯誤
SFC adopts a“risk-based”approach towards regulations. This basically means that regulation is weighted towards the areas that pose the greatest risk to the markets and the participants.
提示
Reference Chapter:1.1.2
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14/545問題
14. 問題
1 分QID172:Which of the following is an accurate description of Hong Kong’s financial regulatory structure?
正確
The broad points stated by the Securities Review Committee under Ian Hay Davison were
the need for:
(e) checks and balances on the system, with the exchanges being supervised by a
commission independent of the Government, with the Government only to intervene if
and when the Commission failed to regulate properly錯誤
The broad points stated by the Securities Review Committee under Ian Hay Davison were
the need for:
(e) checks and balances on the system, with the exchanges being supervised by a
commission independent of the Government, with the Government only to intervene if
and when the Commission failed to regulate properly提示
Reference Chapter:1.1.3
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15/545問題
15. 問題
1 分QID5:Which of the followings is not a service provider in the asset management industry?
正確
The definition of asset management is to manage securities and futures portfolio or real estate investment trust for others. Auditors do not manage asset; they merely audit as their primary business. Fund managers manage Collective Investment Schemes; that is managing portfolios of securities and futures or real estate trust for a group of people. Therefore they are service providers in the asset management industry. Stockbrokers buy and sell Collective Investments Schemes on behalf of clients and may also manage securities portfolio for clients. Therefore they are service providers in the asset management industry. Independent Financial Advisers (IFA) provides advice on buying and selling Collective Investment Schemes. Therefore they are service providers of the asset management industry.
錯誤
The definition of asset management is to manage securities and futures portfolio or real estate investment trust for others. Auditors do not manage asset; they merely audit as their primary business. Fund managers manage Collective Investment Schemes; that is managing portfolios of securities and futures or real estate trust for a group of people. Therefore they are service providers in the asset management industry. Stockbrokers buy and sell Collective Investments Schemes on behalf of clients and may also manage securities portfolio for clients. Therefore they are service providers in the asset management industry. Independent Financial Advisers (IFA) provides advice on buying and selling Collective Investment Schemes. Therefore they are service providers of the asset management industry.
提示
Reference Chapter:1.1.4
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16/545問題
16. 問題
1 分QID1500:Which of the following are service providers in the asset management industry?
I. Banks
II. Trustees
III. Custodians
IV. Financial Planners正確
Typical service providers include:
(d) banks; (e.) trustees; (f) custodians; (g) financial planners錯誤
Typical service providers include:
(d) banks; (e.) trustees; (f) custodians; (g) financial planners提示
Reference Chapter:1.1.4
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17/545問題
17. 問題
1 分QID1499:Which of the following are service providers of the Asset Management Industry in Hong Kong?
I. Fund houses
II. Auditors
III. Fund management companies
IV. Stockbrokers正確
Typical service providers include:
(a) fund houses; (b) fund management companies; (c.) stockbrokers錯誤
Typical service providers include:
(a) fund houses; (b) fund management companies; (c.) stockbrokers提示
Reference Chapter:1.1.4
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18/545問題
18. 問題
1 分QID4:Which of the following is a financial service provided by a financial intermediary?
正確
Financial Intermediaries must be compensated in a financial transaction to be view as providing financial services. Setting up a tutorial company is not providing financial services to a third party because it is not a financial transaction. Managing assets for free is not a financial service since it is not compensated. Signing a rental agreement on behalf of a bank is not a financial service because rental agreement itself is not a financial instrument. Providing loans to others with interest is a form of financial service since it is a service in exchange for compensation in a financial transaction.
錯誤
Financial Intermediaries must be compensated in a financial transaction to be view as providing financial services. Setting up a tutorial company is not providing financial services to a third party because it is not a financial transaction. Managing assets for free is not a financial service since it is not compensated. Signing a rental agreement on behalf of a bank is not a financial service because rental agreement itself is not a financial instrument. Providing loans to others with interest is a form of financial service since it is a service in exchange for compensation in a financial transaction.
提示
Reference Chapter:1.1.6
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19/545問題
19. 問題
1 分QID789:Which of the following are major financial services provided in Hong Kong?
I. Trading securities on behalf of clients on the Stock Exchange of Hong Kong (SEHK).
II. Providing margin financing and accommodation on securities trading
III. Acting as an “introducing agent”
IV. Conducting stock borrowing and lending transactions.正確
All of these services are provided by Hong Kong financial companies.
錯誤
All of these services are provided by Hong Kong financial companies.
提示
Reference Chapter:1.1.6
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20/545問題
20. 問題
1 分QID790:Which of the following is NOT a major financial service provided in Hong Kong?
正確
This service is not provided by any Hong Kong financial actor.
錯誤
This service is not provided by any Hong Kong financial actor.
提示
Reference Chapter:1.1.6
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21/545問題
21. 問題
1 分QID2674:Which of the following activity is subject to supervision by the financial regulators?
正確
Providing a loan and charging interest is a financial actitiy that is subjected to supervision by the financial regulators.
錯誤
Providing a loan and charging interest is a financial actitiy that is subjected to supervision by the financial regulators.
提示
Reference Chapter:1.1.7
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22/545問題
22. 問題
1 分QID791:Which of the following are major providers of securities investment and advisory service in Hong Kong?
I. An intermediary trading securities on the Stock Exchange of Hong Kong Limited (SEHK)
II. An intermediary acting on behalf of a foreign intermediary
III. An underwriter
IV. Insurance companies正確
To conclude this initial definition section, the categories of persons conducting Type 1 regulated activity include:
(a) a participant of the SEHK, whether it engages in activities on the SEHK or outside it;
(b) another securities dealer carrying out dealing in securities in Hong Kong;
(c.) a licensed representative of the above;
(d) an AFI registered with the SFC for this activity (and its staff who deal with the public and are on a register maintained by the HKMA as engaged in such activity);
(e.) a portfolio manager who is licensed (as a securities dealer) for Type 1 regulated activity; and
(f) a securities introducing agent (see section 8.13 below).錯誤
To conclude this initial definition section, the categories of persons conducting Type 1 regulated activity include:
(a) a participant of the SEHK, whether it engages in activities on the SEHK or outside it;
(b) another securities dealer carrying out dealing in securities in Hong Kong;
(c.) a licensed representative of the above;
(d) an AFI registered with the SFC for this activity (and its staff who deal with the public and are on a register maintained by the HKMA as engaged in such activity);
(e.) a portfolio manager who is licensed (as a securities dealer) for Type 1 regulated activity; and
(f) a securities introducing agent (see section 8.13 below).提示
Reference Chapter:1.1.7
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23/545問題
23. 問題
1 分QID792:Which of the following individuals/institutions is NOT a provider of securities investment and advisory services in Hong Kong?
正確
Institutional investors are actors but not providers.
錯誤
Institutional investors are actors but not providers.
提示
Reference Chapter:1.1.7
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24/545問題
24. 問題
1 分QID2718:Which of the following is not a common consequence of inadequate corporate governance standards?
正確
Common consequences of deficit in corporate governance standards:
I. Insider trading and other forms of market misconduct
II. Misfeasance, fraud, and misconduct by directors, managers, and other staff causing losses to the company or shareholders
IV. The price of the connected transaction deviates from the market price, causing losses to the company and shareholders錯誤
Common consequences of deficit in corporate governance standards:
I. Insider trading and other forms of market misconduct
II. Misfeasance, fraud, and misconduct by directors, managers, and other staff causing losses to the company or shareholders
IV. The price of the connected transaction deviates from the market price, causing losses to the company and shareholders提示
Reference Chapter:1.10.10
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25/545問題
25. 問題
1 分QID629:Under the SFO, the SFC has which of the following regulatory responsibilities in relation to asset management ?
I. Licensing intermediaries
II. Authorizing MPF Schemes
III. Authorizing CISs
IV. Vetting recognized Investors正確
The functions of the SFC in relation to asset management are two-pronged:
(a) it authorises CISs, including, for example, unit trusts, managed funds and retirement schemes, and supervises the marketing of these CISs; and
(b) it licenses and supervises intermediaries engaged in asset management (Type 9 regulated activity) as well as others engaged in providing advisory services in the industry (Type 4 and Type 5 regulated activities); if they choose to be licensed as dealing in securities and/or futures contracts (Type 1 and/or Type 2 regulated activities), the respective regulatory regime will be applied to them.
The first of these functions is derived from Part IV, SFO and the second from Part V, SFO.錯誤
The functions of the SFC in relation to asset management are two-pronged:
(a) it authorises CISs, including, for example, unit trusts, managed funds and retirement schemes, and supervises the marketing of these CISs; and
(b) it licenses and supervises intermediaries engaged in asset management (Type 9 regulated activity) as well as others engaged in providing advisory services in the industry (Type 4 and Type 5 regulated activities); if they choose to be licensed as dealing in securities and/or futures contracts (Type 1 and/or Type 2 regulated activities), the respective regulatory regime will be applied to them.
The first of these functions is derived from Part IV, SFO and the second from Part V, SFO.提示
Reference Chapter:1.10.11
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26/545問題
26. 問題
1 分QID350:Which of the following organizations does the SFC need to regulate?
正確
The functions of the SFC in relation to asset management are two-pronged: One of those functions is to authorise CISs, including, for example, unit trusts, managed funds and retirement
schemes, and supervises the marketing of these CISs.錯誤
The functions of the SFC in relation to asset management are two-pronged: One of those functions is to authorise CISs, including, for example, unit trusts, managed funds and retirement
schemes, and supervises the marketing of these CISs.提示
Reference Chapter:1.10.11
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27/545問題
27. 問題
1 分QID617:Which of the following entities regulates CISs and supervises the persons’ operating and advising activities?
正確
Powers granted to the SFC include the power to authorise CISs and structured products for offer to the public as well as advertisements and other documents that contain an offer to the public.
錯誤
Powers granted to the SFC include the power to authorise CISs and structured products for offer to the public as well as advertisements and other documents that contain an offer to the public.
提示
Reference Chapter:1.10.11
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28/545問題
28. 問題
1 分QID1243:The SFC performs its regulatory mandate to supervise the industry through which of the following means?
I. Regular inspections, including on-site inspections.
II. Unscheduled inspections, including on-site inspections.
III. Obtaining information from Licensed Corporations (LC)s.
IV. Obtaining information from the Registered Institutions (RI)s.正確
In furtherance of these aims, the SFC conducts regular inspections of licensed corporations which may be conducted either on-site or via a request for information to be provided. The maintenance of proper documentation is critical in this regard.
錯誤
In furtherance of these aims, the SFC conducts regular inspections of licensed corporations which may be conducted either on-site or via a request for information to be provided. The maintenance of proper documentation is critical in this regard.
提示
Reference Chapter:1.10.12
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29/545問題
29. 問題
1 分QID1508:The Securities and Futures Commission (SFC) uses which of the following general principles in regulating asset management?
I. It recognises overseas jurisdictions with acceptable regimes as domiciles for authorised collective investment schemes (CIS).
II. It recognises supervision by specified inspection regimes overseas of management companies located in the respective jurisdictions as acceptable for its purposes.
III. It employs a consultative process involving the industry before making significant regulatory changes.
IV. It seeks to protect the interests of all investors in authorised CIS in Hong Kong and overseas.正確
Certain jurisdictions are deemed to have rules governing the operations of CISs which are comparable with those in Hong Kong; schemes domiciled in such jurisdictions are RJSs.
In order to facilitate compliance with applicable legal and regulatory requirements (in Hong Kong and, where applicable, in overseas jurisdictions), there is a growing tendency, particularly among larger asset managers, to adopt a detailed compliance manual which sets out the asset manager’s policies and procedures in relation to matters of regulatory concern.錯誤
Certain jurisdictions are deemed to have rules governing the operations of CISs which are comparable with those in Hong Kong; schemes domiciled in such jurisdictions are RJSs.
In order to facilitate compliance with applicable legal and regulatory requirements (in Hong Kong and, where applicable, in overseas jurisdictions), there is a growing tendency, particularly among larger asset managers, to adopt a detailed compliance manual which sets out the asset manager’s policies and procedures in relation to matters of regulatory concern.提示
Reference Chapter:1.10.14
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30/545問題
30. 問題
1 分QID1244:In order to facilitate compliance with applicable legal and regulatory requirements in Hong Kong and overseas jurisdictions, which of the following measures can intermediaries take for better coordination?
I. Engage a dedicated compliance officer to oversee adherence to the compliance manual.
II. Appoint a director to serve as a Compliance Officer to oversee adherence to the compliance manual.
III. Maintain close contact with the regulators.
IV. Complement the manual with well defined operational procedures and practices.正確
In order to facilitate compliance with applicable legal and regulatory requirements (in Hong Kong and, where applicable, in overseas jurisdictions), there is a growing tendency to adopt a detailed compliance manual which sets out the securities dealer’s or adviser’s policies and procedures in relation to matters of regulatory concern. In many cases, a dedicated compliance officer is engaged to oversee adherence to the manual, maintain close contact with the regulators and keep abreast of regulatory developments affecting the securities dealer’s or adviser’s business.
錯誤
In order to facilitate compliance with applicable legal and regulatory requirements (in Hong Kong and, where applicable, in overseas jurisdictions), there is a growing tendency to adopt a detailed compliance manual which sets out the securities dealer’s or adviser’s policies and procedures in relation to matters of regulatory concern. In many cases, a dedicated compliance officer is engaged to oversee adherence to the manual, maintain close contact with the regulators and keep abreast of regulatory developments affecting the securities dealer’s or adviser’s business.
提示
Reference Chapter:1.10.14
-
31/545問題
31. 問題
1 分QID1238:To promote, encourage and enforce good compliance practices. Senior management of Licensed Corporations (LC)s and Registered Institutions (RI)s must establish:
I. Good line and reporting structures.
II. Well defined functions and responsibilities.
III. Effective communications channels.
IV. Appropriate transparency and disclosure practices.正確
Senior management must provide the leadership and drive to promote, encourage and enforce, if necessary, good compliance practices. It must establish:
(a) good line and reporting structures;
(b) clearly defined functions and responsibilities;
(c.) effective communications;
(d) appropriate transparency and disclosure practices.錯誤
Senior management must provide the leadership and drive to promote, encourage and enforce, if necessary, good compliance practices. It must establish:
(a) good line and reporting structures;
(b) clearly defined functions and responsibilities;
(c.) effective communications;
(d) appropriate transparency and disclosure practices.提示
Reference Chapter:1.10.3
-
32/545問題
32. 問題
1 分QID509:Corporate governance refers to the system of by which companies are directed and controlled and concerns which of the following groups of people?
I. Company management.
II. Board of Directors.
III. Shareholders.
IV. Stakeholders.正確
Corporate governance has been defined in various ways. It can be seen as primarily concerned with the proper relationship between a company’s management, its board and its shareholders, and possibly also its stakeholders (i.e. groups who have a stake in the healthy existence of a corporation, such as employees, creditors and customers).
錯誤
Corporate governance has been defined in various ways. It can be seen as primarily concerned with the proper relationship between a company’s management, its board and its shareholders, and possibly also its stakeholders (i.e. groups who have a stake in the healthy existence of a corporation, such as employees, creditors and customers).
提示
Reference Chapter:1.10.5
-
33/545問題
33. 問題
1 分QID1684:Good Corporate governance are not required to be responsible for the interest of which of the following
正確
Good Corporate governance are not required to be responsible for the interest of Former Employees.
錯誤
Good Corporate governance are not required to be responsible for the interest of Former Employees.
提示
Reference Chapter:1.10.5
-
34/545問題
34. 問題
1 分QID1237:Which of the following descriptions about corporate governance are correct?
I. It can be seen as primarily concerned with the proper relationship between a company’s management, its board and its shareholders, and possibly also its stakeholders.
II. The governance issue is also concerned with the system by which companies are directed and controlled.
III. The activities of intermediaries frequently concern listed corporations. Accordingly, in addition to considering their own regulatory and corporate governance position, intermediaries need to be aware of the wider impact of corporate governance on their clients and the market.
IV. Markets which exhibit a higher degree of good corporate governance are regarded as more competitive in the international arena.正確
Corporate governance has been defined in various ways. It can be seen as primarily concerned with the proper relationship between a company’s management, its board and its shareholders, and possibly also its stakeholders (i.e. groups who have a stake in the healthy existence of a corporation, such as employees, creditors and customers). The governance issue is therefore also concerned with the system by which companies are directed and controlled.
The activities of intermediaries frequently concern listed corporations. Accordingly, in addition to considering their own regulatory and corporate governance position, intermediaries need to be aware of the wider impact of corporate governance on their clients and the market. It is now generally accepted that investors attach considerable importance to corporate governance when assessing the value of a stock, and that markets which exhibit a higher degree of good corporate governance are regarded as more competitive in the international arena.錯誤
Corporate governance has been defined in various ways. It can be seen as primarily concerned with the proper relationship between a company’s management, its board and its shareholders, and possibly also its stakeholders (i.e. groups who have a stake in the healthy existence of a corporation, such as employees, creditors and customers). The governance issue is therefore also concerned with the system by which companies are directed and controlled.
The activities of intermediaries frequently concern listed corporations. Accordingly, in addition to considering their own regulatory and corporate governance position, intermediaries need to be aware of the wider impact of corporate governance on their clients and the market. It is now generally accepted that investors attach considerable importance to corporate governance when assessing the value of a stock, and that markets which exhibit a higher degree of good corporate governance are regarded as more competitive in the international arena.提示
Reference Chapter:1.10.5
-
35/545問題
35. 問題
1 分QID1239:Corporate governance describes which of the following relationship?
正確
Corporate governance has been defined in various ways. It can be seen as primarily concerned with the proper relationship between a company’s management, its board and its shareholders, and possibly also its stakeholders (i.e. groups who have a stake in the healthy existence of a corporation, such as employees, creditors and customers).
錯誤
Corporate governance has been defined in various ways. It can be seen as primarily concerned with the proper relationship between a company’s management, its board and its shareholders, and possibly also its stakeholders (i.e. groups who have a stake in the healthy existence of a corporation, such as employees, creditors and customers).
提示
Reference Chapter:1.10.5
-
36/545問題
36. 問題
1 分QID2441:A good corporate-governance is not related to which of the following people?
正確
A good corporate-governance is not related to former employees.
錯誤
A good corporate-governance is not related to former employees.
提示
Reference Chapter:1.10.5
-
37/545問題
37. 問題
1 分QID508:Which of the following is NOT included the set of core principles of corporate governance?
正確
The Organisation for Economic Co-operation and Development (“OECD”) has issued a set of core principles of corporate governance practices to include fairness, transparency, accountability and responsibility. Leadership is not one of those principles.
錯誤
The Organisation for Economic Co-operation and Development (“OECD”) has issued a set of core principles of corporate governance practices to include fairness, transparency, accountability and responsibility. Leadership is not one of those principles.
提示
Reference Chapter:1.10.5
-
38/545問題
38. 問題
1 分QID1242:A company may improve its corporate governance through the following means with the exception of:
正確
Having regard to the general concepts set out by the OECD, some of the ways a company may improve its governance are as follows:
(a) installing appropriate checks and balances, such as separating the functions of the chairman and chief executive officer, appointment of independent non-executive directors, establishment of independent audit committees, and setting up committees to control the remuneration and benefits of directors and senior management;
(b) increasing transparency and disclosure to shareholders, stakeholders and the public;
(d) installing strong protective structures for minority shareholders, creditors and other lenders錯誤
Having regard to the general concepts set out by the OECD, some of the ways a company may improve its governance are as follows:
(a) installing appropriate checks and balances, such as separating the functions of the chairman and chief executive officer, appointment of independent non-executive directors, establishment of independent audit committees, and setting up committees to control the remuneration and benefits of directors and senior management;
(b) increasing transparency and disclosure to shareholders, stakeholders and the public;
(d) installing strong protective structures for minority shareholders, creditors and other lenders提示
Reference Chapter:1.10.9
-
39/545問題
39. 問題
1 分QID1241:The primary objective of good corporate governance is to:
正確
A key objective of good governance in any corporate business is to avoid management taking improper advantage of its position to benefit itself in preference to the legitimate interests of the company.
錯誤
A key objective of good governance in any corporate business is to avoid management taking improper advantage of its position to benefit itself in preference to the legitimate interests of the company.
提示
Reference Chapter:1.10.9
-
40/545問題
40. 問題
1 分QID929:Which of the following are not examples of good corporate governance?
I. Set up remuneration committee to control the remuneration of management.
II. Assign the management to multiple roles to cut cost.
III. Offer high degree of discretionary powers to the management to allow them to enhance efficiency.
IV. Install check and balances to limited the power of the management正確
The essence of corporate governance is to enhance transparency and check and balance. The powers of the management should be limited, therefore, installation of check and balances and limiting the management’s remuneration are good practices.
錯誤
The essence of corporate governance is to enhance transparency and check and balance. The powers of the management should be limited, therefore, installation of check and balances and limiting the management’s remuneration are good practices.
提示
Reference Chapter:1.10.9
-
41/545問題
41. 問題
1 分QID2676:Whats the objective of SFC requiring the disclosure of rights?
正確
Disclosure requiremetns are in place to enhance transperancy
錯誤
Disclosure requiremetns are in place to enhance transperancy
提示
Reference Chapter:1.10.9
-
42/545問題
42. 問題
1 分QID1240:Which of the following is NOT a probable measure that can be taken to improve corporate governance?
正確
It’s not required to protect the interests of the management.
錯誤
It’s not required to protect the interests of the management.
提示
Reference Chapter:1.10.9
-
43/545問題
43. 問題
1 分QID2680:Which of the following description does not fit financial regulators in Hong Kong?
正確
Decisions made by the regulators can be overturned or overruled.
錯誤
Decisions made by the regulators can be overturned or overruled.
提示
Reference Chapter:1.10.9
-
44/545問題
44. 問題
1 分QID762:The objectives of segregation of job functions include which of the followings?
I. Avoid conflict of interest.
II. Avoid the omission of errors.
III. Enhance efficiencies of all departments.
IV. Keeping the management power in check.正確
Incompatible duties and functions should be segregated, particularly those which, when performed by the same person, may provide opportunities for abuse or result in the overlooking of errors, thereby exposing the intermediary and its clients to risks.
錯誤
Incompatible duties and functions should be segregated, particularly those which, when performed by the same person, may provide opportunities for abuse or result in the overlooking of errors, thereby exposing the intermediary and its clients to risks.
提示
Reference Chapter:1.10.9
-
45/545問題
45. 問題
1 分QID971:Good corporate governance should separate the functions of
正確
Good corporate governance should separate the functions of Chairman and CEO.
錯誤
Good corporate governance should separate the functions of Chairman and CEO.
提示
Reference Chapter:1.10.9
-
46/545問題
46. 問題
1 分QID512:Good governance practices can include which of the following ways?
I. Installing appropriate checks and balances on the board of
directors and senior management.
II. Having sufficient transparency and disclosure of important facts and information to stakeholders.
III. Installing strong protective structures for majority shareholder.
IV. Identifying and penalizing corporate wrongdoing.正確
A key objective of good governance in any corporate business is to avoid management taking improper advantage of its position to benefit itself in preference to the legitimate interests of the company. Having regard to the general concepts set out by the OECD, some of the ways a company may improve its governance are as follows:
(a) installing appropriate checks and balances.
(b) increasing transparency and disclosure to shareholders, stakeholders and the public;
(c) installing strong protective structures for minority shareholders, creditors and other lenders.
(d) identifying and penalising corporate wrongdoing.錯誤
A key objective of good governance in any corporate business is to avoid management taking improper advantage of its position to benefit itself in preference to the legitimate interests of the company. Having regard to the general concepts set out by the OECD, some of the ways a company may improve its governance are as follows:
(a) installing appropriate checks and balances.
(b) increasing transparency and disclosure to shareholders, stakeholders and the public;
(c) installing strong protective structures for minority shareholders, creditors and other lenders.
(d) identifying and penalising corporate wrongdoing.提示
Reference Chapter:1.10.9
-
47/545問題
47. 問題
1 分QID511:Which of the following measures reflect effective corporate governance?
I. Installing appropriate checks and balances.
II. Increasing transparency and disclosure to shareholders , stakeholders and the public.
III. Adopting international accounting and auditing standards.
IV. Installing strong protective structures for minority shareholders, creditors and other lenders.正確
A key objective of good governance in any corporate business is to avoid management taking improper advantage of its position to benefit itself in preference to the legitimate interests of the company. Having regard to the general concepts set out by the OECD, some of the ways a company may improve its governance are as follows:
(a) installing appropriate checks and balances.
(b) increasing transparency and disclosure to shareholders, stakeholders and the public;
(c) adopting international accounting and auditing standards;
(d) installing strong protective structures for minority shareholders, creditors and other lenders.錯誤
A key objective of good governance in any corporate business is to avoid management taking improper advantage of its position to benefit itself in preference to the legitimate interests of the company. Having regard to the general concepts set out by the OECD, some of the ways a company may improve its governance are as follows:
(a) installing appropriate checks and balances.
(b) increasing transparency and disclosure to shareholders, stakeholders and the public;
(c) adopting international accounting and auditing standards;
(d) installing strong protective structures for minority shareholders, creditors and other lenders.提示
Reference Chapter:1.10.9
-
48/545問題
48. 問題
1 分QID510:Corporate governance includes which of the following features?
I. The recruitment of experienced executive directors who are realistically rewarded to ensure that the business is run
efficiently.
II. The installation of a well regulated structure incorporating close and detailed top managerial supervision of day-to-day
operations of the business.
III. The recruitment of experienced non-executive directors with the objective of ensuring a good balance between executive
and non-executive directors.
IV. Installation of audit and remuneration committees who will ensure independent audits and fair performance geared reward structures.正確
A key objective of good governance in any corporate business is to avoid management taking improper advantage of its position to benefit itself in preference to the legitimate interests of the company. Having regard to the general concepts set out by the OECD, some of the ways a company may improve its governance are as follows:
(a) installing appropriate checks and balances, such as separating the functions of Chairman and CEO; appointment of independent non-executive directors; establishment of independent audit committees; setting up committees to control the remuneration and benefits of directors and senior management.錯誤
A key objective of good governance in any corporate business is to avoid management taking improper advantage of its position to benefit itself in preference to the legitimate interests of the company. Having regard to the general concepts set out by the OECD, some of the ways a company may improve its governance are as follows:
(a) installing appropriate checks and balances, such as separating the functions of Chairman and CEO; appointment of independent non-executive directors; establishment of independent audit committees; setting up committees to control the remuneration and benefits of directors and senior management.提示
Reference Chapter:1.10.9
-
49/545問題
49. 問題
1 分QID2757:Which of the following is a concept provided by the Organisation for Economic Co-operation and Development that a company can improve the level of corporate governance?
I. Distinguish between the Chief Executive Officer and the Chairman of the Board
II. Enhance transparency disclosure to shareholders and stakeholders
III. Establish a compensation committee to monitor senior management compensation
IV. Establish a robust protection structure for minority shareholders, creditors or other stakeholders正確
The Organisation for Economic Co-operation and Development offers the concept that companies can improve the level of corporate governance by the following methods:
I. Distinguish between the Chief Executive Officer and the Chairman
II. Enhance transparency disclosure to shareholders and stakeholders
III. Establish a compensation committee to monitor senior management compensation
IV. Establish a strong protection structure for minority shareholders, creditors, or other stakeholders
V. Establish an independent audit committee
VI. Identify business misconduct
VII. Adopt international accounting and auditing standards錯誤
The Organisation for Economic Co-operation and Development offers the concept that companies can improve the level of corporate governance by the following methods:
I. Distinguish between the Chief Executive Officer and the Chairman
II. Enhance transparency disclosure to shareholders and stakeholders
III. Establish a compensation committee to monitor senior management compensation
IV. Establish a strong protection structure for minority shareholders, creditors, or other stakeholders
V. Establish an independent audit committee
VI. Identify business misconduct
VII. Adopt international accounting and auditing standards提示
Reference Chapter:1.10.9
-
50/545問題
50. 問題
1 分QID82:Which of the following correctly describe the power of the SFC?
I. Breaches of the subsidiary legislations of the SFO are not criminal offences
II. Breaches of the subsidiary legislations of the SFO are criminal offences
III. The SFC may refer serious cases to law enforcement agencies such as the Commercial Crimes Bureau (“CCB”) of the Hong Kong Police Force or the Independent Commission Against Corruption (“ICAC”) for investigation and action.
IV. The SFC may also apply to the courts for an injunction to restrain a person from dealing with his assets, or from carrying on all or a part of his business, if the SFC can make a case to show that it is in the public interest to issue such an order.正確
The SFC may enquire into or investigate suspected breaches of the SFO and any subsidiary legislation, codes and guidelines:
(a) Breaches of the SFO and subsidiary legislation are legal offences and will be investigated by the SFC and enforcement action taken; the SFC may refer serious cases to law enforcement agencies such as the Commercial Crimes Bureau (“CCB”) of the Hong Kong Police Force or the Independent Commission Against Corruption (“ICAC”) for investigation and action.
(b) The SFC may also apply to the courts for an injunction to restrain a person from dealing with his assets, or from carrying on all or a part of his business, if it can make a case to show that it is in the public interest to issue such an order.錯誤
The SFC may enquire into or investigate suspected breaches of the SFO and any subsidiary legislation, codes and guidelines:
(a) Breaches of the SFO and subsidiary legislation are legal offences and will be investigated by the SFC and enforcement action taken; the SFC may refer serious cases to law enforcement agencies such as the Commercial Crimes Bureau (“CCB”) of the Hong Kong Police Force or the Independent Commission Against Corruption (“ICAC”) for investigation and action.
(b) The SFC may also apply to the courts for an injunction to restrain a person from dealing with his assets, or from carrying on all or a part of his business, if it can make a case to show that it is in the public interest to issue such an order.提示
Reference Chapter:1.11.
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51/545問題
51. 問題
1 分QID888:Can the SFC conduct supervisory inspections on the associated entity of an intermediary?
正確
The SFC can conduct supervisory inspections on an intermediary or an associated entity of an intermediary.
錯誤
The SFC can conduct supervisory inspections on an intermediary or an associated entity of an intermediary.
提示
Reference Chapter:1.11.3
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52/545問題
52. 問題
1 分QID206:These are key provisions of the SFO that give the SFC considerable powers to investigate, among other things, possible breaches of the SFO, misfeasance and activities not in the public interest. The powers that SFC possesses include which of the followings?
I. SFC can only investigate licenced corporation
II. SFC can require an individual to provide evidence to an investigation, regardless of whether the individual is an intermediary or not.
III. SFC may apply to the court to order a person who does not comply with requirements made by the authorised person or investigator under relevant provisions to do so.
IV. SFC may require an individual under investigation to make a statutory declaration that he is unable to provide the evidence for reasons to be stated, if such is the case.正確
The SFC may authorise an employee (or another person with the consent of the Financial Secretary) to carry out an investigation. The person so authorised may investigate any person. A person under investigation is required to:
(a) provide documents and explanations;
(e.) make a statutory declaration that he is unable to provide the evidence for reasons to be stated, if such is the case.
The SFC may apply to the court to order a person who does not comply with requirements made by the authorised person or investigator under relevant provisions to do so (s. 185, SFO).錯誤
The SFC may authorise an employee (or another person with the consent of the Financial Secretary) to carry out an investigation. The person so authorised may investigate any person. A person under investigation is required to:
(a) provide documents and explanations;
(e.) make a statutory declaration that he is unable to provide the evidence for reasons to be stated, if such is the case.
The SFC may apply to the court to order a person who does not comply with requirements made by the authorised person or investigator under relevant provisions to do so (s. 185, SFO).提示
Reference Chapter:1.11.3
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53/545問題
53. 問題
1 分QID1246:Kaohsiung Securities is a licensed corporation, it appears to the SFC that Kaohsiung may be unable to meet the requirements of the FRR. As a result, SFC has started to investigate Kaohsiung Securities, how should Kaohsiung Securities act in satisfying the investigative demands of the SFC?
I. Accept the SFC onsite inspection
II. Provide evidence that it can meet the requirement of the FRR in 5 days.
III. Provide documents and evidence if required by the investigators of the SFC
IV. Instruct the auditor to deal with the SFC on behalf of the company正確
Section 183, SFO requires the person under investigation to:
(a) provide documents and explanations;
(b) attend before the investigator at the time and place the investigator requires in writing and to answer questions;
(d) substantiate his answers, explanations or statements by making a statutory declaration錯誤
Section 183, SFO requires the person under investigation to:
(a) provide documents and explanations;
(b) attend before the investigator at the time and place the investigator requires in writing and to answer questions;
(d) substantiate his answers, explanations or statements by making a statutory declaration提示
Reference Chapter:1.11.7
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54/545問題
54. 問題
1 分QID205:The Securities and Futures Commission (SFC), is conducting an investigation on insider trading. Miss Ko, a retail investor, is required to provide information in the course of the investigation. While Miss Ko is not involved in insider trading, is she required to provide information to the SFC?
正確
There are a number of grounds under which the SFC may carry out an enquiry into a listed company. It has powers to obtain records and documents, explanations and statements on
oath as to why, if such is the case, the information cannot be produced.
The persons who may be subject to the enquiry include:
(e.) any person.錯誤
There are a number of grounds under which the SFC may carry out an enquiry into a listed company. It has powers to obtain records and documents, explanations and statements on
oath as to why, if such is the case, the information cannot be produced.
The persons who may be subject to the enquiry include:
(e.) any person.提示
Reference Chapter:1.11.7
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55/545問題
55. 問題
1 分QID219:Mdm. Liu is a senior citizen. She is a stock investment enthusiast but suffers losses often. The SFC recently conducted an investigation on a company called Sana Seoi Bean Curd and discovered that Mdm. Liu traded the company’s stocks frequently. Thus, the SFC suspected Mdm. Liu of being involved in acts of market misconduct such as the manipulation of the stock market and requested that she participate in the investigation process. Mdm. Liu had neither knowledge, nor intention of manipulating the stock market. As the SFC investigations were going on for a long time, Mdm. Liu wanted to end the meeting earlier and thus deliberately provided false information perfunctorily to the SFC so as to complete the investigation. Had Mdm. Liu committed an offence according to the Securities and Futures Ordinance?
正確
A person commits an offence if he provides to the SFC (whether in applications or in other circumstances) false or misleading information as to a material particular knowingly or recklessly as to whether it is false or misleading (ss. 383 and 384, SFO).
錯誤
A person commits an offence if he provides to the SFC (whether in applications or in other circumstances) false or misleading information as to a material particular knowingly or recklessly as to whether it is false or misleading (ss. 383 and 384, SFO).
提示
Reference Chapter:1.11.8
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56/545問題
56. 問題
1 分QID207:An employee of the SFC, an authorised person or an investigator may, under which of the following appropriate circumstances, apply to a magistrate for the issue of a warrant?
I. Authorizing specified persons, a police officer and such other persons as may be necessary to assist in the execution of the warrant to enter specified premises, if necessary by force, at any time within 7 days.
II. Requiring any person on the premises to produce any relevant documents.
III. Prohibiting any person to erase or alter or remove any relevant documents.
IV. Authorizing the specified persons to search for, seize and remove any relevant documents.正確
An employee of the SFC, an authorised person or an investigator may, in appropriate circumstances, apply to a magistrate for the issue of a warrant:
(a) authorising specified persons, a police officer and such other persons as may be necessary to assist in the execution of the warrant to enter specified premises, if necessary by force, at any time within seven days;
(b) requiring any person on the premises to produce any relevant documents;
© prohibiting any person to erase or alter or remove any relevant documents; and
(d) authorising the specified persons to:
(i) search for, seize and remove any relevant documents錯誤
An employee of the SFC, an authorised person or an investigator may, in appropriate circumstances, apply to a magistrate for the issue of a warrant:
(a) authorising specified persons, a police officer and such other persons as may be necessary to assist in the execution of the warrant to enter specified premises, if necessary by force, at any time within seven days;
(b) requiring any person on the premises to produce any relevant documents;
© prohibiting any person to erase or alter or remove any relevant documents; and
(d) authorising the specified persons to:
(i) search for, seize and remove any relevant documents提示
Reference Chapter:1.11.9
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57/545問題
57. 問題
1 分QID208:The issue of warrant that SFC receives when it applies to the magistrate does NOT include which of the following items of power?
正確
Six months is the longest period permitted for an order to retain documents established by a regular warrant. Any period beyond that must be requested.
錯誤
Six months is the longest period permitted for an order to retain documents established by a regular warrant. Any period beyond that must be requested.
提示
Reference Chapter:1.11.9
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58/545問題
58. 問題
1 分QID2716:Which of the following may amend what is regulated activity by Gazette?
正確
The Financial Secretary shall amend by the Gazette what is a regulated activity.
錯誤
The Financial Secretary shall amend by the Gazette what is a regulated activity.
提示
Reference Chapter:1.12.
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59/545問題
59. 問題
1 分QID794:Please rank the importance of the following in descending order
正確
Ordinances are statutory, rules and guidelines are enforced.
Codes do not have the force of law in Hong Kong but only in other countries.錯誤
Ordinances are statutory, rules and guidelines are enforced.
Codes do not have the force of law in Hong Kong but only in other countries.提示
Reference Chapter:1.2.
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60/545問題
60. 問題
1 分QID221:What are the powers of the Financial Secretary in relation to securities and CISs?
正確
Powers are given to the Financial Secretary to prescribe, by notice in the Gazette:
(a) new financial products as being (or not being) securities or futures contracts, and new financial arrangements as CISs, thus capturing new products in the regulatory net as appropriate (ss. 392 and 393, SFO)錯誤
Powers are given to the Financial Secretary to prescribe, by notice in the Gazette:
(a) new financial products as being (or not being) securities or futures contracts, and new financial arrangements as CISs, thus capturing new products in the regulatory net as appropriate (ss. 392 and 393, SFO)提示
Reference Chapter:1.2.1
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61/545問題
61. 問題
1 分QID1035:The Securities and Futures Ordinance (SFO) is the principal legislative document governing which markets in Hong Kong?
正確
The SFO is the principal legislative document governing the securities market in Hong Kong.
錯誤
The SFO is the principal legislative document governing the securities market in Hong Kong.
提示
Reference Chapter:1.2.1
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62/545問題
62. 問題
1 分QID744:Which of the following individuals or entities should adhere to Securities and Futures (Accounts and Audit) Rules?
正確
The SFC has made the Accounts and Audit Rules specifying the form and contents of financial statements and other documents that licensed corporations and associated entities of intermediaries (both licensed corporations and registered institutions) should prepare and the content of auditors’ reports.
錯誤
The SFC has made the Accounts and Audit Rules specifying the form and contents of financial statements and other documents that licensed corporations and associated entities of intermediaries (both licensed corporations and registered institutions) should prepare and the content of auditors’ reports.
提示
Reference Chapter:1.2.1
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63/545問題
63. 問題
1 分QID1036:Which of the following are the power that the Securities and Futures Ordinance (SFO) empowers the SFC with?
I. The power to introduce subsidiary legislation.
II. The power to issue codes and guidelines.
III. The power to amend the Securities and Futures Ordinance.
IV. The power to revoke the Securities and Futures Ordinance.正確
Part VII empowers the SFC to make subsidiary legislation (s. 168, SFO) and/or codes (s. 169, SFO).
錯誤
Part VII empowers the SFC to make subsidiary legislation (s. 168, SFO) and/or codes (s. 169, SFO).
提示
Reference Chapter:1.2.2
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64/545問題
64. 問題
1 分QID847:The rules issued by the SFC, such as Client Securities Rules, are
正確
These are some of the Major Subsidiary Legislation:
1.1 Securities and Futures (Financial Resources) Rules
1.2 Securities and Futures (Client Securities) Rules
1.3 Securities and Futures (Client Money) Rules
1.4 Securities and Futures (Keeping of Records) Rules
1.5 Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules
1.6 Securities and Futures (Accounts and Audit) Rules,
plus many others.錯誤
These are some of the Major Subsidiary Legislation:
1.1 Securities and Futures (Financial Resources) Rules
1.2 Securities and Futures (Client Securities) Rules
1.3 Securities and Futures (Client Money) Rules
1.4 Securities and Futures (Keeping of Records) Rules
1.5 Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules
1.6 Securities and Futures (Accounts and Audit) Rules,
plus many others.提示
Reference Chapter:1.2.2
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65/545問題
65. 問題
1 分QID1037:Failing to follow SFC-issued codes, guidelines and guidance notes may result in which of the following?
I. Reflect adversely on the fitness and properness of licensed or registered persons to continue to be so licensed or registered.
II. Imprisonment.
III. Civil consequences.
IV. A higher tax bracket.正確
The SFO also empowers the SFC to issue codes, guidelines and guidance notes. These do not have the force of law and do not override the provisions of any applicable law. However, a
failure to follow the spirit of the codes, guidelines and guidance notes may reflect adversely on the fitness and properness of licensed or registered persons to continue to be so licensed or
registered.錯誤
The SFO also empowers the SFC to issue codes, guidelines and guidance notes. These do not have the force of law and do not override the provisions of any applicable law. However, a
failure to follow the spirit of the codes, guidelines and guidance notes may reflect adversely on the fitness and properness of licensed or registered persons to continue to be so licensed or
registered.提示
Reference Chapter:1.2.3
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66/545問題
66. 問題
1 分QID773:The SFC-issued codes, guidelines and guidance notes
正確
Codes and guidelines do not have the force of law and are not legally enforceable. However, the SFC is able to penalise licensed or registered persons breaching the codes and guidelines by applying the blanket principle that a breach of these may impugn the licensed or registered person’s fitness and properness to remain licensed or registered.
錯誤
Codes and guidelines do not have the force of law and are not legally enforceable. However, the SFC is able to penalise licensed or registered persons breaching the codes and guidelines by applying the blanket principle that a breach of these may impugn the licensed or registered person’s fitness and properness to remain licensed or registered.
提示
Reference Chapter:1.2.3
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67/545問題
67. 問題
1 分QID420:Which of the following codes specifies conduct requirements for SFC licensees involved in the discretionary management of CISs, and supplements the SFC’s codes and requirements for all licensees?
正確
The FMCC applies to intermediaries conducting discretionary management of CISs (whether or not the CISs are authorised by the SFC) and their representatives (“Fund Managers”).
錯誤
The FMCC applies to intermediaries conducting discretionary management of CISs (whether or not the CISs are authorised by the SFC) and their representatives (“Fund Managers”).
提示
Reference Chapter:1.2.3
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68/545問題
68. 問題
1 分QID1038:The SFC-issued codes, guidelines and guidance notes are generally only subject to
正確
Part XVI gathers together a number of provisions of common application as well as regulatory powers. It includes miscellaneous provisions that do not fit elsewhere and additional ones which relate to the increase in civil law applications.
錯誤
Part XVI gathers together a number of provisions of common application as well as regulatory powers. It includes miscellaneous provisions that do not fit elsewhere and additional ones which relate to the increase in civil law applications.
提示
Reference Chapter:1.2.3
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69/545問題
69. 問題
1 分QID415:Codes and guidelines issued by the SFC which apply to licensed or registered persons in the Asset Management Industries includes
I. The Conduct Guidelines of Intermediaries
II. The Code of Conduct
III. The Internal Control Guidelines (ICG)
IV. The Prevention of Money Laundering and Terrorist Financing Guidance Note (“MLGN”)正確
Option I included in the question is not a real code, the other three do exist and apply to asset managers.
錯誤
Option I included in the question is not a real code, the other three do exist and apply to asset managers.
提示
Reference Chapter:1.2.3
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70/545問題
70. 問題
1 分QID83:Which of the following correctly describes the status of SFC’s code of conducts and guidelines?
正確
The SFC may enquire into or investigate suspected breaches of the SFO and any subsidiary legislation, codes and guidelines:
(d) Codes and guidelines do not have the force of law and are not legally enforceable.
However, the SFC is able to penalise licensed or registered persons breaching the codes and guidelines by applying the blanket principle that a breach of these may impugn the licensed or registered person’s fitness and properness to remain licensed or registered.錯誤
The SFC may enquire into or investigate suspected breaches of the SFO and any subsidiary legislation, codes and guidelines:
(d) Codes and guidelines do not have the force of law and are not legally enforceable.
However, the SFC is able to penalise licensed or registered persons breaching the codes and guidelines by applying the blanket principle that a breach of these may impugn the licensed or registered person’s fitness and properness to remain licensed or registered.提示
Reference Chapter:1.2.3
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71/545問題
71. 問題
1 分QID85:What is the legal status of codes and guidelines issued by the SFC?
I. Codes of conduct are subsidiary legislation and have the force of law.
II. Guidelines are subsidiary legislation and have the force of law.
III. Codes of conduct do not have the force of law, a breach does not by itself render a person liable to any judicial or other proceedings.
IV. Guidelines do not have the force of law, a breach does not by itself render a person liable to any judicial or other proceedings.正確
The SFC may enquire into or investigate suspected breaches of the SFO and any subsidiary legislation, codes and guidelines: (d) Codes and guidelines do not have the force of law and are not legally enforceable.
However, the SFC is able to penalise licensed or registered persons breaching the codes and guidelines by applying the blanket principle that a breach of these may impugn the licensed or registered person’s fitness and properness to remain licensed or registered.錯誤
The SFC may enquire into or investigate suspected breaches of the SFO and any subsidiary legislation, codes and guidelines: (d) Codes and guidelines do not have the force of law and are not legally enforceable.
However, the SFC is able to penalise licensed or registered persons breaching the codes and guidelines by applying the blanket principle that a breach of these may impugn the licensed or registered person’s fitness and properness to remain licensed or registered.提示
Reference Chapter:1.2.3
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72/545問題
72. 問題
1 分QID179:The principal ordinance applicable to the asset management industry is the
正確
The principal ordinances applicable to the asset management industry are the SFO, the Mandatory Provident Fund Schemes Ordinance (“MPFSO”), the Occupational Retirement
Schemes Ordinance (“ORSO”), the Insurance Ordinance and, to a lesser extent, the Banking Ordinance, the Employment Ordinance, the Inland Revenue Ordinance and the Trustee
Ordinance.錯誤
The principal ordinances applicable to the asset management industry are the SFO, the Mandatory Provident Fund Schemes Ordinance (“MPFSO”), the Occupational Retirement
Schemes Ordinance (“ORSO”), the Insurance Ordinance and, to a lesser extent, the Banking Ordinance, the Employment Ordinance, the Inland Revenue Ordinance and the Trustee
Ordinance.提示
Reference Chapter:1.2.3
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73/545問題
73. 問題
1 分QID22:Which of the following are duties of the HKMA?
I. Protect the interest of insurance policies holder
II. Maintain currency stability
III. Enhance the efficiency and integrity of the financial system
IV. Ensure the safety and stability of the banking system正確
The HKMA is required to maintain currency stability, ensure the safety and stability of the banking system, and promote the efficiency, integrity and development of the financial system.
錯誤
The HKMA is required to maintain currency stability, ensure the safety and stability of the banking system, and promote the efficiency, integrity and development of the financial system.
提示
Reference Chapter:1.2.3
-
74/545問題
74. 問題
1 分QID190:The SFO has provided powers for the SFC to make detailed rules relating to which of the following?
I. Financial Resources
II. Handling of client money and other client assets
III. The keeping of accounts and records
IV. Auditing matters正確
The SFO grants the SFC powers to make detailed
rules relating to:
(a) their financial resources;
(b) the handling of client money and other client assets;
© the keeping of accounts and records; and
(d) auditing matters.錯誤
The SFO grants the SFC powers to make detailed
rules relating to:
(a) their financial resources;
(b) the handling of client money and other client assets;
© the keeping of accounts and records; and
(d) auditing matters.提示
Reference Chapter:1.2.3
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75/545問題
75. 問題
1 分QID87:Under the provisions of the Securities and Futures Ordinance (SFO), which of the following statements relating to rules and codes of conduct are correct?
I. Failure by a licensed person to comply with a material provision of a code of conduct will of itself make the person liable to judicial proceedings.
II. A code of conduct violation shall be admissible as evidence in court proceedings.
III. The Securities and Futures Commission (SFC) is empowered under the SFO to make rules or codes of conduct.
IV. A breach of a provision in a code of conduct by a licensed person may cast doubts on his fitness and properness to hold the licence.正確
The SFC may enquire into or investigate suspected breaches of the SFO and any subsidiary legislation, codes and guidelines:
(c) Persons prejudiced by the perpetration of market misconduct may take civil action against the wrongdoer through the courts to obtain redress. The SFO has provisions for the findings of the Market Misconduct Tribunal to be admissible in evidence in private civil actions.
(d) Codes and guidelines do not have the force of law and are not legally enforceable. However, the SFC is able to penalise licensed or registered persons breaching the codes and guidelines by applying the blanket principle that a breach of these may impugn the licensed or registered person’s fitness and properness to remain licensed or registered.錯誤
The SFC may enquire into or investigate suspected breaches of the SFO and any subsidiary legislation, codes and guidelines:
(c) Persons prejudiced by the perpetration of market misconduct may take civil action against the wrongdoer through the courts to obtain redress. The SFO has provisions for the findings of the Market Misconduct Tribunal to be admissible in evidence in private civil actions.
(d) Codes and guidelines do not have the force of law and are not legally enforceable. However, the SFC is able to penalise licensed or registered persons breaching the codes and guidelines by applying the blanket principle that a breach of these may impugn the licensed or registered person’s fitness and properness to remain licensed or registered.提示
Reference Chapter:1.2.3
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76/545問題
76. 問題
1 分QID163:According to the NCO, which of the following methods of liquidation is accepted?
I. Compulsory Liquidation
II. Members’ Voluntary Winding-Up
III. Creditors’ Voluntary Winding-Up
IV. Director Compulsory Liquidation正確
These are the three ways for a liquidation to happen, according to the NCO:
1. A compulsory winding-up ordered by the court, and the liquidator is appointed by the court and acts under its control. A voluntary winding-up may be started by members or creditors. There are fewer formalities than with a compulsory liquidation and this route is far more popular.
2. Members’ voluntary winding-up (s. 233, CWUMPO)
This may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency” to the effect that they
have:
(a) made a full enquiry into the affairs of the company; and
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.
3. Creditors’ voluntary winding-up (ss. 241 to 243, CWUMPO)
The company shall arrange a meeting of the creditors to be summoned for the day when the resolution to wind up is proposed or for the next day. Advertisements must be run in the
Gazette and newspapers. A statement of the position of the company’s affairs, and a list of creditors and amounts due, will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.錯誤
These are the three ways for a liquidation to happen, according to the NCO:
1. A compulsory winding-up ordered by the court, and the liquidator is appointed by the court and acts under its control. A voluntary winding-up may be started by members or creditors. There are fewer formalities than with a compulsory liquidation and this route is far more popular.
2. Members’ voluntary winding-up (s. 233, CWUMPO)
This may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency” to the effect that they
have:
(a) made a full enquiry into the affairs of the company; and
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.
3. Creditors’ voluntary winding-up (ss. 241 to 243, CWUMPO)
The company shall arrange a meeting of the creditors to be summoned for the day when the resolution to wind up is proposed or for the next day. Advertisements must be run in the
Gazette and newspapers. A statement of the position of the company’s affairs, and a list of creditors and amounts due, will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.提示
Reference Chapter:1.3.
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77/545問題
77. 問題
1 分QID137:Model articles of private companies and public companies consist of which of the followings?
I. Capital
II. Members
III. Officers
IV. Miscellaneous provision正確
Model articles of association for private companies, public companies and guarantee companies are provided in the Companies (Model Articles) Notice. Model articles of private companies and public companies consist broadly of four parts including matters relating to:
(a) officers, including powers, duties, appointments and disqualifications of directors, appointments and removal of company secretaries;
(b) members, including meetings and voting procedures;
© capital, such as share capital, rights and dealings with shares and dividends; and
(d) miscellaneous provisions such as communications to and by the company and administrative arrangements.錯誤
Model articles of association for private companies, public companies and guarantee companies are provided in the Companies (Model Articles) Notice. Model articles of private companies and public companies consist broadly of four parts including matters relating to:
(a) officers, including powers, duties, appointments and disqualifications of directors, appointments and removal of company secretaries;
(b) members, including meetings and voting procedures;
© capital, such as share capital, rights and dealings with shares and dividends; and
(d) miscellaneous provisions such as communications to and by the company and administrative arrangements.提示
Reference Chapter:1.3.10
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78/545問題
78. 問題
1 分QID1042:Which of the following are included and defined in the articles of association?
I. Members, including meeting and procedures
II. Officers, including powers, duties, appointments and disqualifications of directors, appointment of managing directors and company secretaries
III. Capital, such as dividends, reserves, accounts and audit.
IV. Miscellaneous provisions such as communications to and by the company and administrative arrangements.正確
Model articles of association for private companies, public companies and guarantee companies are provided in the Companies (Model Articles) Notice. Model articles of private companies and public companies consist broadly of four parts including matters relating to:
(a) officers, including powers, duties, appointments and disqualifications of directors, appointments and removal of company secretaries;
(b) members, including meetings and voting procedures;
© capital, such as share capital, rights and dealings with shares and dividends; and
(d) miscellaneous provisions such as communications to and by the company and administrative arrangements.錯誤
Model articles of association for private companies, public companies and guarantee companies are provided in the Companies (Model Articles) Notice. Model articles of private companies and public companies consist broadly of four parts including matters relating to:
(a) officers, including powers, duties, appointments and disqualifications of directors, appointments and removal of company secretaries;
(b) members, including meetings and voting procedures;
© capital, such as share capital, rights and dealings with shares and dividends; and
(d) miscellaneous provisions such as communications to and by the company and administrative arrangements.提示
Reference Chapter:1.3.10
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79/545問題
79. 問題
1 分QID2849:Which of the following statements about the directors of a company is correct?
I. Except as restricted by the company’s articles of association, company regulations or special resolutions, the directors may exercise all the powers of the company.
II. If the directors are unwilling to act, members may intervene in management matters at a general meeting.
III. Members may limit the powers of directors by resolution at a general meeting.
IV. Directors should hold a meeting (board meeting) before making a decision, and exercise their power only after the resolution is passed at the meeting.正確
Members cannot pass a resolution at a general meeting to limit the powers of a director unless the director is unwilling to act or the director is in breach of fiduciary duty.
錯誤
Members cannot pass a resolution at a general meeting to limit the powers of a director unless the director is unwilling to act or the director is in breach of fiduciary duty.
提示
Reference Chapter:1.3.10
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80/545問題
80. 問題
1 分QID1050:According to the new regulations of the New Company Ordinance (NCO), which of the following is NOT included in the articles of association?
正確
Model articles of association for private companies, public companies and guarantee companies are provided in the Companies (Model Articles) Notice. Model articles of private
companies and public companies consist broadly of four parts including matters relating to:
(a) officers, including powers, duties, appointments and disqualifications of directors, appointments and removal of company secretaries;
(b) members, including meetings and voting procedures;
© capital, such as share capital, rights and dealings with shares and dividends; and
(d) miscellaneous provisions such as communications to and by the company and administrative arrangements.錯誤
Model articles of association for private companies, public companies and guarantee companies are provided in the Companies (Model Articles) Notice. Model articles of private
companies and public companies consist broadly of four parts including matters relating to:
(a) officers, including powers, duties, appointments and disqualifications of directors, appointments and removal of company secretaries;
(b) members, including meetings and voting procedures;
© capital, such as share capital, rights and dealings with shares and dividends; and
(d) miscellaneous provisions such as communications to and by the company and administrative arrangements.提示
Reference Chapter:1.3.10
-
81/545問題
81. 問題
1 分QID1048:General meetings of shareholders are very important as
正確
Company meetings of shareholders are very important as they provide the only opportunity for shareholders to exercise any control over the affairs of the company or take part in its operations.
錯誤
Company meetings of shareholders are very important as they provide the only opportunity for shareholders to exercise any control over the affairs of the company or take part in its operations.
提示
Reference Chapter:1.3.11
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82/545問題
82. 問題
1 分QID2422:Which of the following can call a meeting other than the annual general meetings?
I. Shareholders
II. Directors
III. Creditors
IV. Court正確
Which of the following can call a meeting other than the annual general meetings?
I. Shareholders
II. Directors
III. Court錯誤
Which of the following can call a meeting other than the annual general meetings?
I. Shareholders
II. Directors
III. Court提示
Reference Chapter:1.3.13
-
83/545問題
83. 問題
1 分QID1054:Company meetings can be requested by which of the following
I. Directors
II. The court
III. Shareholders
IV. Liquidator正確
Other general meetings may be requested by directors, shareholders and the court.
錯誤
Other general meetings may be requested by directors, shareholders and the court.
提示
Reference Chapter:1.3.13
-
84/545問題
84. 問題
1 分QID1057:The AGM includes the presentation and approval of which of the following?
I. Annual accounts and audit reports
II. Declaration of dividends
III. Assignment of Directors
IV. Assignment of Auditors正確
The business of an annual general meeting includes the consideration of the annual accounts, the declaration of dividends, the election of directors to replace retiring ones, and the appointment of auditors.
錯誤
The business of an annual general meeting includes the consideration of the annual accounts, the declaration of dividends, the election of directors to replace retiring ones, and the appointment of auditors.
提示
Reference Chapter:1.3.14
-
85/545問題
85. 問題
1 分QID1055:Subsequent AGMs after the first AGM should be held within how many month-intervals thereafter?
正確
A company is required to hold its first AGM within 18 months after its incorporation. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
錯誤
A company is required to hold its first AGM within 18 months after its incorporation. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
提示
Reference Chapter:1.3.14
-
86/545問題
86. 問題
1 分QID1056:Which of the following may cast votes in company AGM that passes ordinary resolution and special resolutions?
正確
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy).
錯誤
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy).
提示
Reference Chapter:1.3.14
-
87/545問題
87. 問題
1 分QID1058:The first AGM should be held within how many months of incorporation?
正確
A company is required to hold its first AGM within 18 months after its incorporation. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
錯誤
A company is required to hold its first AGM within 18 months after its incorporation. Subsequent AGMs must be held every calendar year and the interval between AGMs should not be more than 15 months.
提示
Reference Chapter:1.3.14
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88/545問題
88. 問題
1 分QID1053:Companies are required to held an annual general meeting of shareholders, unless
正確
A company is required by the NCO to hold an annual general meeting of shareholders (s. 610, NCO). Companies are permitted to dispense with the requirement to hold annual general meetings by passing a written resolution or a resolution at a general meeting with unanimous shareholders’ consent.
錯誤
A company is required by the NCO to hold an annual general meeting of shareholders (s. 610, NCO). Companies are permitted to dispense with the requirement to hold annual general meetings by passing a written resolution or a resolution at a general meeting with unanimous shareholders’ consent.
提示
Reference Chapter:1.3.14
-
89/545問題
89. 問題
1 分QID1059:What should an auditor do if he/she believes that there is something seriously wrong with a company’s financial position?
正確
The usual audit report does not give much opportunity for questions as it is normally in a standard format stating that the accounts present a “true and fair view” of the company’s financial position, unless something is seriously wrong, when the auditors will include a qualification in the report.
錯誤
The usual audit report does not give much opportunity for questions as it is normally in a standard format stating that the accounts present a “true and fair view” of the company’s financial position, unless something is seriously wrong, when the auditors will include a qualification in the report.
提示
Reference Chapter:1.3.14
-
90/545問題
90. 問題
1 分QID1061:Which of the following matters are passed by ordinary resolutions?
I. Dismissal of an auditor before his term of office expires.
II. Dismissal of a director before his term of office expires.
III. Dismissal of an auditor when his term of office expires.
IV. Dismissal of a director when his term of office expires.正確
Under s. 548, NCO, resolutions may be passed by circularisation and signed by all members except for:
(a) the removal of auditors before the expiration of their term of office; or
(b) the removal of a director before his term expires.錯誤
Under s. 548, NCO, resolutions may be passed by circularisation and signed by all members except for:
(a) the removal of auditors before the expiration of their term of office; or
(b) the removal of a director before his term expires.提示
Reference Chapter:1.3.15
-
91/545問題
91. 問題
1 分QID1604:Which of the following resolutions cannot be passed by circularisation and signed by all members?
I. The removal of a director before his term expires
II. Reduction of share capital
III. Alteration of objects and articles of association
IV. Issuance of additional stocks正確
Under s. 548, NCO, resolutions may be passed by circularisation and signed by all members except for:
(b) the removal of a director before his term expires.
A special resolution is one passed by at least 75% of members at a general meeting (voting in
person or, where proxies are allowed, by proxy), of which not less than 21 days’ notice
specifying the intention to pass the resolution has been given. Examples of matters which need
special resolutions are:
(a) reduction of share capital;
(c.) alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).The issuance of new shares are passed by the board of directors.
錯誤
Under s. 548, NCO, resolutions may be passed by circularisation and signed by all members except for:
(b) the removal of a director before his term expires.
A special resolution is one passed by at least 75% of members at a general meeting (voting in
person or, where proxies are allowed, by proxy), of which not less than 21 days’ notice
specifying the intention to pass the resolution has been given. Examples of matters which need
special resolutions are:
(a) reduction of share capital;
(c.) alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).The issuance of new shares are passed by the board of directors.
提示
Reference Chapter:1.3.15
-
92/545問題
92. 問題
1 分QID1062:Which of the following descriptions about resolutions is correct?
正確
Under s. 548, NCO, resolutions may be passed by circularisation and signed by all members.
錯誤
Under s. 548, NCO, resolutions may be passed by circularisation and signed by all members.
提示
Reference Chapter:1.3.15
-
93/545問題
93. 問題
1 分QID1060:If the shareholder are not happy with the performance of the directors, how can they replace the directors?
正確
Under s. 548, NCO, resolutions may be passed by circularisation and signed by all members except for:
(b) the removal of a director before his term expires.錯誤
Under s. 548, NCO, resolutions may be passed by circularisation and signed by all members except for:
(b) the removal of a director before his term expires.提示
Reference Chapter:1.3.15
-
94/545問題
94. 問題
1 分QID145:The majority of resolutions can be passed by which of the following methods?
正確
Under s.548, NCO, resolutions may be passed by circulation and signed by all members.
錯誤
Under s.548, NCO, resolutions may be passed by circulation and signed by all members.
提示
Reference Chapter:1.3.15
-
95/545問題
95. 問題
1 分QID2790:How long the notice period should be for a special resolution?
正確
Special resolutions should have a 14-day notice period.
錯誤
Special resolutions should have a 14-day notice period.
提示
Reference Chapter:1.3.17
-
96/545問題
96. 問題
1 分QID140:Which of the following statements about special resolutions passed by the company are correct?
I. A special resolution is a resolution that is passed by at least 50% of members at a general meeting.
II. A special resolution is a resolution that is passed by at least 75% of members at a general meeting.
III. Not less than 14 days’ notice specifying the intention to pass the resolution has been given to members.
IV. Not less than 21 days’ notice specifying the intention to pass the resolution has been given to members.正確
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy), of which not less than 14 days’ notice
specifying the intention to pass the resolution has been given.錯誤
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy), of which not less than 14 days’ notice
specifying the intention to pass the resolution has been given.提示
Reference Chapter:1.3.17
-
97/545問題
97. 問題
1 分QID1066:Which of the following shall be passed under a special resolution?
I. Reduction of share capital
II. Winding up of the company voluntarily or by court
III. Alteration of objects, articles or conditions in the articles of association.
IV. Assignment and removal of Directors正確
Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
(c) alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).錯誤
Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
(c) alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).提示
Reference Chapter:1.3.17
-
98/545問題
98. 問題
1 分QID1069:Which of the following matters need to be passed through special resolutions?
I. Reduction of share capital
II. Winding up of the company
III. Deletion, alteration, and addition to the company’s articles of association
IV. Replacement of directors and/or auditors正確
Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
(c) alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).錯誤
Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
(c) alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).提示
Reference Chapter:1.3.17
-
99/545問題
99. 問題
1 分QID1064:Which of the following matters are passed under special resolutions?
I. Reduction of share capital
II. Winding up of the company voluntarily or by court
III. Alteration of objects in articles of association
IV. Disposal of company assets正確
Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
(c) alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).錯誤
Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
(c) alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).提示
Reference Chapter:1.3.17
-
100/545問題
100. 問題
1 分QID1063:What is the passing rate of a special resolution?
正確
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy).
錯誤
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy).
提示
Reference Chapter:1.3.17
-
101/545問題
101. 問題
1 分QID1065:A special resolution requires how many days’ notice specifying the intention to pass the resolution to been given?
正確
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy), of which not less than 14 days’ notice specifying the intention to pass the resolution has been given.
錯誤
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy), of which not less than 14 days’ notice specifying the intention to pass the resolution has been given.
提示
Reference Chapter:1.3.17
-
102/545問題
102. 問題
1 分QID141:Which of the following are required to pass a special resolution?
I. Reduction of share capital
II. Voluntary liquidation
III. Determining and declaring dividends and profits
IV. Alteration of objects and articles of association正確
Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
© alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in
the articles of association (for existing companies).錯誤
Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
© alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in
the articles of association (for existing companies).提示
Reference Chapter:1.3.17
-
103/545問題
103. 問題
1 分QID1068:Which of the following descriptions about a special resolution is correct?
I. It may be passed by circularisation and signed by all members
II. It must be passed by at least 75% of members.
III. A notice period of not less than 14 days’ must be given.
IV. A printed copy of a special resolution must be lodged with the Registrar of Companies within 15 days of it being passed.正確
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy), of which not less than 14 days’ notice specifying the intention to pass the resolution has been given. Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
© alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).
A copy of a special resolution must be lodged with the Registrar of Companies within 15 days of it being passed.錯誤
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy), of which not less than 14 days’ notice specifying the intention to pass the resolution has been given. Examples of matters which need special resolutions are:
(a) reduction of share capital;
(b) winding up of the company voluntarily or by court; and
© alteration of objects, articles of association (for companies formed and registered under the NCO) and conditions in memoranda of association that could have been included in the articles of association (for existing companies).
A copy of a special resolution must be lodged with the Registrar of Companies within 15 days of it being passed.提示
Reference Chapter:1.3.17
-
104/545問題
104. 問題
1 分QID1067:A printed copy of a special resolution must be lodged with the Company Registrar within how many days after being passed?
正確
A copy of a special resolution must be lodged with the Registrar of Companies within 15 days of it being passed.
錯誤
A copy of a special resolution must be lodged with the Registrar of Companies within 15 days of it being passed.
提示
Reference Chapter:1.3.17
-
105/545問題
105. 問題
1 分QID144:Special Resolutions are passed by which of the following individuals or entities?
正確
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy), of which not less than 14 days’ notice
specifying the intention to pass the resolution has been given.錯誤
A special resolution is one passed by at least 75% of members at a general meeting (voting in person or, where proxies are allowed, by proxy), of which not less than 14 days’ notice
specifying the intention to pass the resolution has been given.提示
Reference Chapter:1.3.17
-
106/545問題
106. 問題
1 分QID2839:Which of the following can be done by ordinary resolution?
正確
Removal of auditors and directors can be done by ordinary resolution.
Reduction of share capital, liquidation, amendment of articles of association all require special resolutions.
錯誤
Removal of auditors and directors can be done by ordinary resolution.
Reduction of share capital, liquidation, amendment of articles of association all require special resolutions.
提示
Reference Chapter:1.3.18
-
107/545問題
107. 問題
1 分QID1071:An ordinary resolution is a resolution which may be passed by what percentage of voting at a meeting of members?
正確
An ordinary resolution is a resolution which may be passed by a simple majority of those present and voting at a meeting of members. Notice must be given.
錯誤
An ordinary resolution is a resolution which may be passed by a simple majority of those present and voting at a meeting of members. Notice must be given.
提示
Reference Chapter:1.3.18
-
108/545問題
108. 問題
1 分QID1070:What is the passing rate of an ordinary resolution?
正確
An ordinary resolution is a resolution which may be passed by a simple majority of those present and voting at a meeting of members. Notice must be given.
錯誤
An ordinary resolution is a resolution which may be passed by a simple majority of those present and voting at a meeting of members. Notice must be given.
提示
Reference Chapter:1.3.18
-
109/545問題
109. 問題
1 分QID1073:Which of the following are NOT powers exercisable by members in the general meeting?
正確
These include:
(a) changes to articles of association and company name;
© issue of shares at a discount;
(d) alteration of capital including reduction.錯誤
These include:
(a) changes to articles of association and company name;
© issue of shares at a discount;
(d) alteration of capital including reduction.提示
Reference Chapter:1.3.19
-
110/545問題
110. 問題
1 分QID1072:Which of the following are powers exercisable by members in general meeting?
I. Removal of directors
II. Disposal of assets
III. Approval of payments for loss of office
IV. Approval of payments for profit of office正確
These include:
(h) removal of directors;
(i) disposal of company assets;
(j) approval of payments for loss of office錯誤
These include:
(h) removal of directors;
(i) disposal of company assets;
(j) approval of payments for loss of office提示
Reference Chapter:1.3.19
-
111/545問題
111. 問題
1 分QID1039:What are the major features of the New Companies Ordinance?
I. The NCO permits the formation of a company by one or more persons (s. 67, NCO).
II. The NCO provides that one member constitutes a quorum for a meeting of a company having only one member.
III. The NCO permits the formation of a company by one or more companies.
IV. The NCO permits the permits the formation of a company by two or more persons (s. 67, NCO).正確
The NCO permits the formation of a company by one or more persons (s. 67, NCO). The NCO also provides that one member
constitutes a quorum for a meeting of a company having only one member.錯誤
The NCO permits the formation of a company by one or more persons (s. 67, NCO). The NCO also provides that one member
constitutes a quorum for a meeting of a company having only one member.提示
Reference Chapter:1.3.2
-
112/545問題
112. 問題
1 分QID1075:If a variation of the rights of the holders of a class of a shares in a company occurs, shareholders who believe that such variation is against their interests may petition the court to have the variation cancelled. What is the threshold for such a petition to occur?
正確
There are provisions in the NCO and in Companies (Model Articles) Notice which enable a
company to vary the rights of the holders of a class of shares. However, if a variation is being processed, the holders of at least 10% of the total voting rights of the shares in that class may petition the court to have the variation cancelled if it is against their interests.錯誤
There are provisions in the NCO and in Companies (Model Articles) Notice which enable a
company to vary the rights of the holders of a class of shares. However, if a variation is being processed, the holders of at least 10% of the total voting rights of the shares in that class may petition the court to have the variation cancelled if it is against their interests.提示
Reference Chapter:1.3.20
-
113/545問題
113. 問題
1 分QID1076:If a company is functional and can form resolutions through the AGM, the court will generally not interfere in its matters. This practice is based on which of the following principles?
正確
The court will not generally interfere in internal management matters or where the company can deal with the matter by calling a meeting. This is the principle of majority power.
錯誤
The court will not generally interfere in internal management matters or where the company can deal with the matter by calling a meeting. This is the principle of majority power.
提示
Reference Chapter:1.3.22
-
114/545問題
114. 問題
1 分QID1077:The court will not generally interfere in internal management matters or where the company can deal with the matter by calling a meeting. This is the principle of
正確
The court will not generally interfere in internal management matters or where the company can deal with the matter by calling a meeting. This is the principle of majority power.
錯誤
The court will not generally interfere in internal management matters or where the company can deal with the matter by calling a meeting. This is the principle of majority power.
提示
Reference Chapter:1.3.22
-
115/545問題
115. 問題
1 分QID1082:Vita Milk, a listed company is undergoing structural reform, which includes a series of share placing and new debt financing arrangements. Sharon Chan is a 1% stakeholder of Vita Milk and she believes such actions are against her rights. She can
I. Apply to court for an order if she considers that the affairs of the company are being conducted in a manner prejudicial to interest of member’s.
II. Solely request the directors to call for a meeting; if the directors will not, she may do so on her own.
III. Rally 100 shareholders or 10% of the holders of the issued shares and request the Financial Secretary to appoint an investigator to look into the company’s affairs
IV. Petition to the commercial crime Bureau of Hong Kong to establish a special unit to investigate such actions.正確
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(c.) Dissenting members may appeal to the court to have certain resolutions cancelled.
(e.) 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.
On the other hand,
(d) Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
Sharon cannot call a meeting on her own.錯誤
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(c.) Dissenting members may appeal to the court to have certain resolutions cancelled.
(e.) 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.
On the other hand,
(d) Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
Sharon cannot call a meeting on her own.提示
Reference Chapter:1.3.23
-
116/545問題
116. 問題
1 分QID1078:Which of the following are safeguards provided under the NCO to protect the interest of minority shareholders?
I. The requirement of passing a special resolution for matters of great significance.
II. Court sanctions where the decision of the company will directly affect creditors.
III. Dissenting members may appeal to the court to have certain resolutions cancelled.
IV. A member may petition for a winding up正確
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(a) As seen in section 3.17 above, a special resolution is required for certain matters.
(b) Court sanction is required where the decision of the company will directly affect creditors.
© Dissenting members may appeal to the court to have certain resolutions cancelled.
(g) A member may petition for a winding up.錯誤
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(a) As seen in section 3.17 above, a special resolution is required for certain matters.
(b) Court sanction is required where the decision of the company will directly affect creditors.
© Dissenting members may appeal to the court to have certain resolutions cancelled.
(g) A member may petition for a winding up.提示
Reference Chapter:1.3.23
-
117/545問題
117. 問題
1 分QID1084:The court, upon recognizing a petition from the minority shareholder of a company, will most likely
正確
A member may apply to the court for an order if he considers that the affairs of the company are being conducted in a manner prejudicial to the interests of the members generally or of some part of the members.
錯誤
A member may apply to the court for an order if he considers that the affairs of the company are being conducted in a manner prejudicial to the interests of the members generally or of some part of the members.
提示
Reference Chapter:1.3.23
-
118/545問題
118. 問題
1 分QID1080:Mr. Wan is a shareholder of Vita Milk, a company listed on the SEHK. Recently, Vita Milk issued a large number of convertible bonds without legitimate reasons. Mr. Wan believes that he can petition against such actions. Where and to whom should Mr Wan file a petition?
正確
Dissenting members may appeal to the court to have certain resolutions cancelled.
錯誤
Dissenting members may appeal to the court to have certain resolutions cancelled.
提示
Reference Chapter:1.3.23
-
119/545問題
119. 問題
1 分QID2749:If the rights of the shareholders are changed, under what percentage of voting rights can a petition be filed with the court to cancel the change?
正確
When the rights of the shareholders are changed, as long as there are more than 10% of the voting rights, a petition can be filed with the court to cancel the change.
錯誤
When the rights of the shareholders are changed, as long as there are more than 10% of the voting rights, a petition can be filed with the court to cancel the change.
提示
Reference Chapter:1.3.23
-
120/545問題
120. 問題
1 分QID1081:Mr. Ko is a major stakeholder of Yellow River Trading Limited and owns 15% of outstanding shares of Yellow River Trading Limited. Yellow River Trading Limited plans to sell its shares to Mr. Wan and a number of high net worth individuals through a shares placement at a discount. Mr. Ko believes these actions are diluting his shares without his consent, what are the possible actions that can be taken by Mr Ko?
I. Appeal to the court to cancel such actions.
II. Petition to start an AGM immediately to stop the placement.
III. Request the financial secretary to appoint an investigator into the company’s affairs
IV. Request a special hearing from the ICAC.正確
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(c.) Dissenting members may appeal to the court to have certain resolutions cancelled.
(d) Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
(e.) 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.錯誤
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(c.) Dissenting members may appeal to the court to have certain resolutions cancelled.
(d) Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
(e.) 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.提示
Reference Chapter:1.3.23
-
121/545問題
121. 問題
1 分QID1083:To ensure there is no abuse of majority power, which of the following safeguards are provided under the NCO to protect the interests of minority shareholders?
I. Dissenting members may appeal to the court to have certain resolutions cancelled.
II. Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
III. 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.
IV. A member may apply to the court for an order if he considers that the affairs of the company are being conducted in a manner prejudicial to the interests of the members generally or of some part of the members.正確
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(c.) Dissenting members may appeal to the court to have certain resolutions cancelled.
(d) Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
(e.) 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.
(f) A member may apply to the court for an order if he considers that the affairs of the company are being conducted in a manner prejudicial to the interests of the members generally or of some part of the members.錯誤
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(c.) Dissenting members may appeal to the court to have certain resolutions cancelled.
(d) Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
(e.) 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.
(f) A member may apply to the court for an order if he considers that the affairs of the company are being conducted in a manner prejudicial to the interests of the members generally or of some part of the members.提示
Reference Chapter:1.3.23
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122/545問題
122. 問題
1 分QID1079:To ensure there is no abuse of majority power, which of the following safeguards are provided under the NCO to protect the interests of minority shareholders?
I. Dissenting members may appeal to the court to have certain resolutions cancelled.
II. Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
III. 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.
IV. A member may petition for a winding up.正確
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(c.) Dissenting members may appeal to the court to have certain resolutions cancelled.
(d) Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
(e.) 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.
(g) A member may petition for a winding up.錯誤
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(c.) Dissenting members may appeal to the court to have certain resolutions cancelled.
(d) Members with 5% of the paid-up capital which carries voting rights may request the directors to call a meeting; if the directors will not, the members may do so.
(e.) 100 members or 10% of the holders of the issued shares may ask the Financial Secretary to appoint an investigator into the company’s affairs.
(g) A member may petition for a winding up.提示
Reference Chapter:1.3.23
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123/545問題
123. 問題
1 分QID2823:Measures to protect minority shareholders do not include
正確
Measures to protect minority shareholders include:
1. Members with 5% of the voting rights may request the directors to call a general meeting. If the directors refuse, they can convene a general meeting on their own.
2. 100 members or 10% of the holder of the issued shares can request the Financial Secretary to investigate the company’s affairs
3. Dissenting members can appeal to the court to revoke certain company resolutions
4. Any member may petition the court for the winding-up of the company.
5. If a member believes that their interests are impaired, they can apply to the court for an order錯誤
Measures to protect minority shareholders include:
1. Members with 5% of the voting rights may request the directors to call a general meeting. If the directors refuse, they can convene a general meeting on their own.
2. 100 members or 10% of the holder of the issued shares can request the Financial Secretary to investigate the company’s affairs
3. Dissenting members can appeal to the court to revoke certain company resolutions
4. Any member may petition the court for the winding-up of the company.
5. If a member believes that their interests are impaired, they can apply to the court for an order提示
Reference Chapter:1.3.23
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124/545問題
124. 問題
1 分QID1085:The court may NOT intervene to allow an individual to bring an action
正確
The court may intervene to allow an individual member or members to bring an action:
(a) to enforce some personal rights (a personal action);
(b) where a right has been infringed which affects all or a number of members in a similar way (a joint action); or
(c) on behalf of the company where misconduct has been committed against the company, for example by a director of the company or a third party (a derivative action).錯誤
The court may intervene to allow an individual member or members to bring an action:
(a) to enforce some personal rights (a personal action);
(b) where a right has been infringed which affects all or a number of members in a similar way (a joint action); or
(c) on behalf of the company where misconduct has been committed against the company, for example by a director of the company or a third party (a derivative action).提示
Reference Chapter:1.3.24
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125/545問題
125. 問題
1 分QID1087:Which of the following descriptions is an accurate representation of director under the NCO?
正確
The NCO merely defines a director as including a person who occupies the position of director, by whatever name he is called. The NCO itself refers very little to directors but there is more about them in Companies (Model Articles) Notice. The NCO says that every company (not being a private company) must have at least two directors (s. 453, NCO) and every private company must have at least one director (s. 454, NCO).
錯誤
The NCO merely defines a director as including a person who occupies the position of director, by whatever name he is called. The NCO itself refers very little to directors but there is more about them in Companies (Model Articles) Notice. The NCO says that every company (not being a private company) must have at least two directors (s. 453, NCO) and every private company must have at least one director (s. 454, NCO).
提示
Reference Chapter:1.3.25
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126/545問題
126. 問題
1 分QID1086:Which of the following descriptions are accurate representations of director under the NCO?
I. A director is a person who occupies the position of director and bears whatever title.
II. Guarantee Companies and Public Companies must have at least two directors.
III. Private Companies must have at least one director.
IV. Directors are appointed by the members acting in general meeting.正確
The NCO merely defines a director as including a person who occupies the position of director, by whatever name he is called. The NCO itself refers very little to directors but there is more about them in Companies (Model Articles) Notice. The NCO says that every company (not being a private company) must have at least two directors (s. 453, NCO) and every private company must have at least one director (s. 454, NCO). The directors must be appointed by the members acting in general meeting.
錯誤
The NCO merely defines a director as including a person who occupies the position of director, by whatever name he is called. The NCO itself refers very little to directors but there is more about them in Companies (Model Articles) Notice. The NCO says that every company (not being a private company) must have at least two directors (s. 453, NCO) and every private company must have at least one director (s. 454, NCO). The directors must be appointed by the members acting in general meeting.
提示
Reference Chapter:1.3.25
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127/545問題
127. 問題
1 分QID2579:Which of the following is correct based on the NCO regarding director(s) of private companies?
正確
Every private company is required to have at least one director, and at least one director must be a natural person.
錯誤
Every private company is required to have at least one director, and at least one director must be a natural person.
提示
Reference Chapter:1.3.26
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128/545問題
128. 問題
1 分QID1088:Every private company is required to have at least one director who is
正確
Every private company (other than one within the same group as a listed company) is required to have at least one director who is a natural person.
錯誤
Every private company (other than one within the same group as a listed company) is required to have at least one director who is a natural person.
提示
Reference Chapter:1.3.26
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129/545問題
129. 問題
1 分QID2686:Under the company ordinance regarding directors of a company, which of the following is true?
正確
Each private company must have a least one director who is a natural person
錯誤
Each private company must have a least one director who is a natural person
提示
Reference Chapter:1.3.26
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130/545問題
130. 問題
1 分QID1089:Which of the following is an accurate representation of shadow directors?
正確
Shadow directors are “persons in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of a body corporate are accustomed to act”.
錯誤
Shadow directors are “persons in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of a body corporate are accustomed to act”.
提示
Reference Chapter:1.3.27
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131/545問題
131. 問題
1 分QID147:Which of the following individuals is a shadow director?
正確
Shadow directors are “persons in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of a body corporate are accustomed to act”.
錯誤
Shadow directors are “persons in accordance with whose directions or instructions (excluding advice given in a professional capacity) the directors, or a majority of the directors, of a body corporate are accustomed to act”.
提示
Reference Chapter:1.3.27
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132/545問題
132. 問題
1 分QID1091:Which of the following are officers of a company under the CO?
I. Managers
II. Company Secretary
III. Major Shareholders
IV. Directors正確
An officer, according to the NCO, includes a director, manager or company secretary.
錯誤
An officer, according to the NCO, includes a director, manager or company secretary.
提示
Reference Chapter:1.3.28
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133/545問題
133. 問題
1 分QID148:Which of the following actions may result in disqualification as director by court order?
I. Ms. Chung was found to be in persistent default in relation to the New Companies Ordinance or in acting as a liquidator or receiver.
II. Mr. Tse had committed fraud in relation to minor company matters including the preparation of false accounts.
III. Ms. Wang served as a director of an insolvent company last year. The company was liquidated due to poor management of other directors.
IV. Mr. Ng was convicted of an indictable offence for fraud or dishonesty or relating to forming or operating companies.正確
Persons to be appointed directors must meet the following requirements:
(c) They must not be disqualified by court order; the four principal grounds for such an order being:
(i) conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies;
(ii) persistent default in relation to the NCO or in acting as a liquidator or receiver;
(iii) fraud in relation to company matters or fraudulent trading; or
(iv) a finding of being unfit during directorship of an insolvent company.
Fraud and the other disqualifications apply to directors and shadow directors (e.g. see section 2.5, Topic 9, which describes disqualification orders made by the MMT preventing persons committing market misconduct from being directors of companies).錯誤
Persons to be appointed directors must meet the following requirements:
(c) They must not be disqualified by court order; the four principal grounds for such an order being:
(i) conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies;
(ii) persistent default in relation to the NCO or in acting as a liquidator or receiver;
(iii) fraud in relation to company matters or fraudulent trading; or
(iv) a finding of being unfit during directorship of an insolvent company.
Fraud and the other disqualifications apply to directors and shadow directors (e.g. see section 2.5, Topic 9, which describes disqualification orders made by the MMT preventing persons committing market misconduct from being directors of companies).提示
Reference Chapter:1.3.29
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134/545問題
134. 問題
1 分QID149:Which of the following are potential barriers of becoming a director of a company?
I. Anyone aged 21 or below
II. Undischarged bankrupts
III. Persistent default in relation to the NCO
IV. A finding of being unfit during directorship of an insolvent company正確
Persons to be appointed directors must meet the following requirements:
© They must not be disqualified by court order; the four principal grounds for such an order being:
(i) conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies;
(ii) persistent default in relation to the NCO or in acting as a liquidator or receiver;
(iii) fraud in relation to company matters or fraudulent trading; or
(iv) a finding of being unfit during directorship of an insolvent company.
Fraud and the other disqualifications apply to directors and shadow directors (e.g. see section 2.5, Topic 9, which describes disqualification orders made by the MMT preventing persons committing market misconduct from being directors of companies).錯誤
Persons to be appointed directors must meet the following requirements:
© They must not be disqualified by court order; the four principal grounds for such an order being:
(i) conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies;
(ii) persistent default in relation to the NCO or in acting as a liquidator or receiver;
(iii) fraud in relation to company matters or fraudulent trading; or
(iv) a finding of being unfit during directorship of an insolvent company.
Fraud and the other disqualifications apply to directors and shadow directors (e.g. see section 2.5, Topic 9, which describes disqualification orders made by the MMT preventing persons committing market misconduct from being directors of companies).提示
Reference Chapter:1.3.29
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135/545問題
135. 問題
1 分QID1094:Which of the following criteria must be met before a person can be appointed as a director?
I. Must be at least 18 years of age.
II. Must not be undischarged bankrupts.
III. Must not be disqualified by court order.
IV. Must not be a shareholder of a liquidated company.正確
Persons to be appointed directors must meet the following requirements:
(a) They must be at least 18 years of age.
(b) They must not be undischarged bankrupts.
(c.) They must not be disqualified by court order.錯誤
Persons to be appointed directors must meet the following requirements:
(a) They must be at least 18 years of age.
(b) They must not be undischarged bankrupts.
(c.) They must not be disqualified by court order.提示
Reference Chapter:1.3.29
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136/545問題
136. 問題
1 分QID1092:Which of the following persons are not qualified to serve as a director?
I. Persons that are under the age of 18.
II. Persons that are undischarged bankrupts.
III. Persons disqualified by court.
IV. Persons who do not satisfy the statutory net worth requirement.正確
Persons to be appointed directors must meet the following requirements:
(a) They must be at least 18 years of age.
(b) They must not be undischarged bankrupts.
(c.) They must not be disqualified by court order.錯誤
Persons to be appointed directors must meet the following requirements:
(a) They must be at least 18 years of age.
(b) They must not be undischarged bankrupts.
(c.) They must not be disqualified by court order.提示
Reference Chapter:1.3.29
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137/545問題
137. 問題
1 分QID1090:Vita Milk is a private company engaging in dairy products trading, which of the following individual can act as a director of Vita Milk?
正確
Persons to be appointed directors must meet the following requirements:
(a) They must be at least 18 years of age.
(b) They must not be undischarged bankrupts.
(c.) They must not be disqualified by court order.
There is Mr. Chan only who satisfies all the conditions above.錯誤
Persons to be appointed directors must meet the following requirements:
(a) They must be at least 18 years of age.
(b) They must not be undischarged bankrupts.
(c.) They must not be disqualified by court order.
There is Mr. Chan only who satisfies all the conditions above.提示
Reference Chapter:1.3.29
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138/545問題
138. 問題
1 分QID1093:Which of the following are principal grounds that a court may disqualify a person from becoming a director?
I. Conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies
II. Persistent default in relation to the NCO or in acting as a liquidator or receiver
III. Fraud in relation to company matters or fraudulent trading
IV. A finding of being unfit during directorship of an insolvent company.正確
Persons to be appointed directors must meet the following requirements:
(c.) They must not be disqualified by court order.
(i) conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies;
(ii) persistent default in relation to the NCO or in acting as a liquidator or receiver;
(iii) fraud in relation to company matters or fraudulent trading; or
(iv) a finding of being unfit during directorship of an insolvent company.
Fraud and the other disqualifications apply to directors and shadow directors (e.g. see section 3.5, Topic 7, which describes disqualification orders made by the Market Misconduct Tribunal (“MMT”) preventing persons committing market misconduct from being directors of companies).錯誤
Persons to be appointed directors must meet the following requirements:
(c.) They must not be disqualified by court order.
(i) conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies;
(ii) persistent default in relation to the NCO or in acting as a liquidator or receiver;
(iii) fraud in relation to company matters or fraudulent trading; or
(iv) a finding of being unfit during directorship of an insolvent company.
Fraud and the other disqualifications apply to directors and shadow directors (e.g. see section 3.5, Topic 7, which describes disqualification orders made by the Market Misconduct Tribunal (“MMT”) preventing persons committing market misconduct from being directors of companies).提示
Reference Chapter:1.3.29
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139/545問題
139. 問題
1 分QID1095:Which of the following condition does not result in being disqualified by court order and the person is able to act as a director of a company?
正確
Persons to be appointed directors must meet the following requirements:
(c.) They must not be disqualified by court order.
(i) conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies;
(ii) persistent default in relation to the NCO or in acting as a liquidator or receiver;
(iii) fraud in relation to company matters or fraudulent trading; or
(iv) a finding of being unfit during directorship of an insolvent company.
Fraud and the other disqualifications apply to directors and shadow directors (e.g. see section 3.5, Topic 7, which describes disqualification orders made by the Market Misconduct Tribunal (“MMT”) preventing persons committing market misconduct from being directors of companies).錯誤
Persons to be appointed directors must meet the following requirements:
(c.) They must not be disqualified by court order.
(i) conviction of an indictable offence for fraud or dishonesty or relating to forming or operating companies;
(ii) persistent default in relation to the NCO or in acting as a liquidator or receiver;
(iii) fraud in relation to company matters or fraudulent trading; or
(iv) a finding of being unfit during directorship of an insolvent company.
Fraud and the other disqualifications apply to directors and shadow directors (e.g. see section 3.5, Topic 7, which describes disqualification orders made by the Market Misconduct Tribunal (“MMT”) preventing persons committing market misconduct from being directors of companies).提示
Reference Chapter:1.3.29
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140/545問題
140. 問題
1 分QID1096:What are the necessary conditions for becoming a director in Hong Kong?
I. Be 18 years old and above.
II. Must not be an undischarged bankrupt.
III. Must not be disqualified by court order.
IV. Be a director of a recently wound up company.正確
Persons to be appointed directors must meet the following requirements:
(a) They must be at least 18 years of age.
(b) They must not be undischarged bankrupts.
(c.) They must not be disqualified by court order.錯誤
Persons to be appointed directors must meet the following requirements:
(a) They must be at least 18 years of age.
(b) They must not be undischarged bankrupts.
(c.) They must not be disqualified by court order.提示
Reference Chapter:1.3.29
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141/545問題
141. 問題
1 分QID134:Which of the following descriptions about companies are correct?
I. An entity that is independent of its members (shareholder).
II. An entity that can sue.
III. An entity that can be sued.
IV. A company can appoint legal representatives.正確
A company is a legal entity distinct from its members. It is a legal person and can make contracts, take legal action, sue and be sued, own property and commit crimes and torts. It also has perpetual succession and will only cease to exist if it is dissolved. It can be a limited company, the normal form of most companies, where the liability of its members is limited.
錯誤
A company is a legal entity distinct from its members. It is a legal person and can make contracts, take legal action, sue and be sued, own property and commit crimes and torts. It also has perpetual succession and will only cease to exist if it is dissolved. It can be a limited company, the normal form of most companies, where the liability of its members is limited.
提示
Reference Chapter:1.3.3
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142/545問題
142. 問題
1 分QID1041:Which of the following descriptions of a company is NOT correct under the NCO?
正確
A company can be a limited company, the normal form of most companies, where the liability of its members is limited.
錯誤
A company can be a limited company, the normal form of most companies, where the liability of its members is limited.
提示
Reference Chapter:1.3.3
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143/545問題
143. 問題
1 分QID1040:Which of the following descriptions about the New Companies Ordinance are correct?
I. A company is a legal entity distinct from its members and is a legal person.
II. The company can make contracts.
III. The company can be sued.
IV. The company can be involved in crime and torts.正確
A company is a legal entity distinct from its members. It is a legal person and can make contracts, take legal action, sue and be sued, own property and commit crimes and torts.
錯誤
A company is a legal entity distinct from its members. It is a legal person and can make contracts, take legal action, sue and be sued, own property and commit crimes and torts.
提示
Reference Chapter:1.3.3
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144/545問題
144. 問題
1 分QID774:Which of the following descriptions about a limited company is NOT correct?
正確
A company is a legal entity distinct from its members. It is a legal person and can make contracts, take legal action, sue and be sued, own property and commit crimes and torts. It also has perpetual succession and will only cease to exist if it is dissolved. It can be a limited company, the normal form of most companies, where the liability of its members is limited.
Answer A is not included in this definition.錯誤
A company is a legal entity distinct from its members. It is a legal person and can make contracts, take legal action, sue and be sued, own property and commit crimes and torts. It also has perpetual succession and will only cease to exist if it is dissolved. It can be a limited company, the normal form of most companies, where the liability of its members is limited.
Answer A is not included in this definition.提示
Reference Chapter:1.3.3
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145/545問題
145. 問題
1 分QID884:Members in general meeting may only intervene in the management if the directors are
I. Unwilling to act on behalf of the directorsII. Seeking approval to act beyond their powers
III. Acting in breach of their fiduciary duties
IV. Being removed decided by the members
正確
Members in general meeting may only intervene in the management if the directors are:
(a) unwilling to act;
(b) seeking approval to act beyond their powers (the members can approve such acts by ordinary resolution); or
(c.) acting in breach of their fiduciary duties (the members may ratify such breaches in general meeting).錯誤
Members in general meeting may only intervene in the management if the directors are:
(a) unwilling to act;
(b) seeking approval to act beyond their powers (the members can approve such acts by ordinary resolution); or
(c.) acting in breach of their fiduciary duties (the members may ratify such breaches in general meeting).提示
Reference Chapter:1.3.31
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146/545問題
146. 問題
1 分QID1098:Shareholders can interfere and override management actions of the directors if:
I. the directors are unwilling to act
II. the directors’ actions result in operating losses
III. The directors are seeking approval to act beyond their powers
IV. The directors are acting in breach of their fiduciary duties正確
Directors in these circumstances are not bound by resolutions passed by members in a general meeting, nor can the members override future management actions of the directors. Members in general meeting may only intervene in the management if the directors are:
(a) unwilling to act;
(b) seeking approval to act beyond their powers (the members can approve such acts by ordinary resolution); or
(c.) acting in breach of their fiduciary duties (the members may ratify such breaches in general meeting).錯誤
Directors in these circumstances are not bound by resolutions passed by members in a general meeting, nor can the members override future management actions of the directors. Members in general meeting may only intervene in the management if the directors are:
(a) unwilling to act;
(b) seeking approval to act beyond their powers (the members can approve such acts by ordinary resolution); or
(c.) acting in breach of their fiduciary duties (the members may ratify such breaches in general meeting).提示
Reference Chapter:1.3.31
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147/545問題
147. 問題
1 分QID1097:Generally speaking, directors are not bound by resolutions passed by members in a general meeting, nor can the members override future management actions of the directors. Members in general meeting may NOT intervene in the management if:
正確
Directors in these circumstances are not bound by resolutions passed by members in a general meeting, nor can the members override future management actions of the directors. Members in general meeting may only intervene in the management if the directors are:
(a) unwilling to act;
(b) seeking approval to act beyond their powers (the members can approve such acts by ordinary resolution); or
(c.) acting in breach of their fiduciary duties (the members may ratify such breaches in general meeting).錯誤
Directors in these circumstances are not bound by resolutions passed by members in a general meeting, nor can the members override future management actions of the directors. Members in general meeting may only intervene in the management if the directors are:
(a) unwilling to act;
(b) seeking approval to act beyond their powers (the members can approve such acts by ordinary resolution); or
(c.) acting in breach of their fiduciary duties (the members may ratify such breaches in general meeting).提示
Reference Chapter:1.3.31
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148/545問題
148. 問題
1 分QID1099:Under common law, how should directors act and make decisions?
I. Exercise their power collaboratively by having meetings with a proper quorum, passing resolutions and have to be minuted.
II. Directors can act independently if the articles of association allow the board to delegate its power to its individual directors, to committees and to the managing director.
III. For private companies, a written record of a decision made by the sole director of a private company will prevail.正確
Under common law, directors should exercise their powers as a group by having meetings (board of directors’ meetings or board meetings) with a proper quorum, passing resolutions that have to be minuted. This can be avoided as usually the company’s articles of association allow the board to delegate its powers to individual directors, to committees and to the managing director. Under s. 483, NCO, a written record of a decision made by the sole director of a private company shall be sufficient evidence of that decision.
錯誤
Under common law, directors should exercise their powers as a group by having meetings (board of directors’ meetings or board meetings) with a proper quorum, passing resolutions that have to be minuted. This can be avoided as usually the company’s articles of association allow the board to delegate its powers to individual directors, to committees and to the managing director. Under s. 483, NCO, a written record of a decision made by the sole director of a private company shall be sufficient evidence of that decision.
提示
Reference Chapter:1.3.32
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149/545問題
149. 問題
1 分QID1102:Under common law, although the directors have a fiduciary relationship with the company, this does not mean they have to:
正確
The directors have a fiduciary relationship with the company. They must act with the utmost good faith towards their principal, i.e. the company; and:
(a) act bona fide for the benefit of the company;
(b) exercise their powers for their proper purpose; and
(c.) not allow any conflict of interest between their duties as directors and their personal interests.錯誤
The directors have a fiduciary relationship with the company. They must act with the utmost good faith towards their principal, i.e. the company; and:
(a) act bona fide for the benefit of the company;
(b) exercise their powers for their proper purpose; and
(c.) not allow any conflict of interest between their duties as directors and their personal interests.提示
Reference Chapter:1.3.33
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150/545問題
150. 問題
1 分QID1100:There is a fiduciary relationship between the directors of a company and the company itself, the directors should act with the utmost good faith towards their principals, which include which of the followings?
I. Determine appropriate remuneration for its directorship through a resolution.
II. Act bona fide for the benefit of the company;
III. Exercise their powers for their proper purpose; and
IV. Not allow any conflict of interest between their duties as directors and their personal interests.正確
The directors have a fiduciary relationship with the company. They must act with the utmost good faith towards their principal, i.e. the company; and:
(a) act bona fide for the benefit of the company;
(b) exercise their powers for their proper purpose; and
(c.) not allow any conflict of interest between their duties as directors and their personal interests.錯誤
The directors have a fiduciary relationship with the company. They must act with the utmost good faith towards their principal, i.e. the company; and:
(a) act bona fide for the benefit of the company;
(b) exercise their powers for their proper purpose; and
(c.) not allow any conflict of interest between their duties as directors and their personal interests.提示
Reference Chapter:1.3.33
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151/545問題
151. 問題
1 分QID151:Which of the following are fiduciary duties of the directors?
I. Act bona fide for the benefit of the company
II. Exercise their powers for their proper purpose
III. Not allow any conflict of interest between their duties as directors and their personal interests
IV. Not allow any conflict of interest between their duties as directors and the companies interests正確
The directors have a fiduciary relationship with the company. They must act with the utmost
good faith towards their principal, i.e. the company; and:
(a) act bona fide for the benefit of the company;
(b) exercise their powers for their proper purpose; and
(c) not allow any conflict of interest between their duties as directors and their personal interests.錯誤
The directors have a fiduciary relationship with the company. They must act with the utmost
good faith towards their principal, i.e. the company; and:
(a) act bona fide for the benefit of the company;
(b) exercise their powers for their proper purpose; and
(c) not allow any conflict of interest between their duties as directors and their personal interests.提示
Reference Chapter:1.3.33
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152/545問題
152. 問題
1 分QID1101:Under common law, the directors have a fiduciary relationship with the company and they must:
I. Act with utmost good faith towards the company.
II. Act bona fide for the benefit of the company.
III. Exercise their powers for their proper purpose.
IV. Not allow any conflict of interest between their duties as directors and their personal interests.正確
The directors have a fiduciary relationship with the company. They must act with the utmost good faith towards their principal, i.e. the company; and:
(a) act bona fide for the benefit of the company;
(b) exercise their powers for their proper purpose; and
(c.) not allow any conflict of interest between their duties as directors and their personal interests.錯誤
The directors have a fiduciary relationship with the company. They must act with the utmost good faith towards their principal, i.e. the company; and:
(a) act bona fide for the benefit of the company;
(b) exercise their powers for their proper purpose; and
(c.) not allow any conflict of interest between their duties as directors and their personal interests.提示
Reference Chapter:1.3.33
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153/545問題
153. 問題
1 分QID1104:The NCO imposes on director’s requirement to exercise reasonable care, skill and diligence. To determine whether a director of the company has breached the duty of care, skill and diligence owed by him to the company, his conduct is compared to the standard that would be exercised by a reasonably diligent person with:
I. The general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company (objective test)
II. The general knowledge, skill and experience that the director has (subjective test)
III. The general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company (subjective test)
IV. The general knowledge, skill and experience that the director has (objective test)正確
To determine whether a director of the company has breached the duty of care, skill and diligence owed by him to the company, his conduct is compared to the standard that would be exercised by a reasonably diligent person with:
(a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company (objective test); and
(b) the general knowledge, skill and experience that the director has (subjective test).錯誤
To determine whether a director of the company has breached the duty of care, skill and diligence owed by him to the company, his conduct is compared to the standard that would be exercised by a reasonably diligent person with:
(a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company (objective test); and
(b) the general knowledge, skill and experience that the director has (subjective test).提示
Reference Chapter:1.3.34
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154/545問題
154. 問題
1 分QID152:To determine whether a director is diligent, skilful and accountable to the company, which of the following methods are utilized?
I. Qualifying Exam
II. Objective Test
III. Subjective Test
IV. Continuous Professional Assessment正確
The NCO provisions set out a mixed objective and subjective test in the determination of the standard of directors’ duty of care, skill and diligence. To determine whether a director of the company has breached the duty of care, skill and diligence owed by him to the company, his conduct is compared to the standard that would be exercised by a reasonably diligent person.
錯誤
The NCO provisions set out a mixed objective and subjective test in the determination of the standard of directors’ duty of care, skill and diligence. To determine whether a director of the company has breached the duty of care, skill and diligence owed by him to the company, his conduct is compared to the standard that would be exercised by a reasonably diligent person.
提示
Reference Chapter:1.3.34
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155/545問題
155. 問題
1 分QID1103:A director is expected to perform under the following principles with the exception of
正確
To determine whether a director of the company has breached the duty of care, skill and diligence owed by him to the company, his conduct is compared to the standard that would be exercised by a reasonably diligent person with:
(a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company (objective test); and
(b) the general knowledge, skill and experience that the director has (subjective test).錯誤
To determine whether a director of the company has breached the duty of care, skill and diligence owed by him to the company, his conduct is compared to the standard that would be exercised by a reasonably diligent person with:
(a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company (objective test); and
(b) the general knowledge, skill and experience that the director has (subjective test).提示
Reference Chapter:1.3.34
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156/545問題
156. 問題
1 分QID153:Miss Ko, an employee of Hai Nei Company, who commits an act of market misconduct while handling the company’s business, is being charged. In which of the following situation would Mr. Wan, the director of Hoi Nei Company be liable and accountable?
正確
Directors are additionally subject to other, more specific duties
imposed upon them by particular statutory provisions. For example, Twelfth Schedule, the CWUMPO provides for a fine and/or imprisonment for a director that authorises the issue of
a prospectus containing an untrue statement. Where a director breaches strict requirements of the NCO, such as failing to prepare financial statements when required to do so, liability
will also arise. It is therefore important that directors understand both the general and the specific responsibilities imposed upon them, and how to properly discharge them, in order to fulfil their roles as directors and to address their exposure to directors’ liabilities.錯誤
Directors are additionally subject to other, more specific duties
imposed upon them by particular statutory provisions. For example, Twelfth Schedule, the CWUMPO provides for a fine and/or imprisonment for a director that authorises the issue of
a prospectus containing an untrue statement. Where a director breaches strict requirements of the NCO, such as failing to prepare financial statements when required to do so, liability
will also arise. It is therefore important that directors understand both the general and the specific responsibilities imposed upon them, and how to properly discharge them, in order to fulfil their roles as directors and to address their exposure to directors’ liabilities.提示
Reference Chapter:1.3.35
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157/545問題
157. 問題
1 分QID1105:According to the NCO which has defined the statutory liabilities of directors, directors may incur liabilities due to:
I. Breaches of fiduciary duties.
II. Failure to give continuous attention to the affairs of the company.
III. Failure to act with due care and skill.
IV. Breaches of statutory duties.正確
Where a director breaches strict requirements of the NCO,
such as failing to prepare financial statements when required to do so, liability will also arise. It is therefore important that directors understand both the general and the specific
responsibilities imposed upon them, and how to properly discharge them, in order to fulfil their roles as directors and to address their exposure to directors’ liabilities.
Any ratification by a company of conduct by a director in relation to negligence, default, breach of duty or breach of trust in relation to the company must be approved by resolution of the members of the company錯誤
Where a director breaches strict requirements of the NCO,
such as failing to prepare financial statements when required to do so, liability will also arise. It is therefore important that directors understand both the general and the specific
responsibilities imposed upon them, and how to properly discharge them, in order to fulfil their roles as directors and to address their exposure to directors’ liabilities.
Any ratification by a company of conduct by a director in relation to negligence, default, breach of duty or breach of trust in relation to the company must be approved by resolution of the members of the company提示
Reference Chapter:1.3.35&37
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158/545問題
158. 問題
1 分QID883:What are the possible remedies for a breach of duty by directors?
I. It may obtain an injunction stopping such action.
II. If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company.
III. All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
IV. If the directors have wrongfully profited by dealing with the company’s property, the directors must account to the members for such profits.正確
The company may have the following remedies for a breach of duty by directors:
(a) It may obtain an injunction stopping such action.
(b) If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company, i.e. rescission.
(c.) All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
(d) If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.錯誤
The company may have the following remedies for a breach of duty by directors:
(a) It may obtain an injunction stopping such action.
(b) If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company, i.e. rescission.
(c.) All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
(d) If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.提示
Reference Chapter:1.3.36
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159/545問題
159. 問題
1 分QID159:What are possible reliefs for directors for a breach?
I. The company can obtain an injunction, request for cancellation of contract or sue for damages
II. The company can submit the case to the SFC Fiduciary Committee.
III. The directors who are in breach should be accountable to the company for profits and damages.
IV. The directors who are in breach should be accountable to the company for profits and damages in addition to the interest owed.正確
The company may have the following remedies for a breach of duty by directors:
(a) It may obtain an injunction stopping such action.
(b) If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company, i.e. rescission.
(d) If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.錯誤
The company may have the following remedies for a breach of duty by directors:
(a) It may obtain an injunction stopping such action.
(b) If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company, i.e. rescission.
(d) If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.提示
Reference Chapter:1.3.36
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160/545問題
160. 問題
1 分QID886:What are the possible remedies for a breach of duty by directors?
I. It may obtain an injunction stopping such action.
II. If the directors have disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company.
III. All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
IV. If the directors have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.正確
The company may have the following remedies for a breach of duty by directors:
(a) It may obtain an injunction stopping such action.
(b) If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company, i.e. rescission.
(c.) All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
(d) If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.錯誤
The company may have the following remedies for a breach of duty by directors:
(a) It may obtain an injunction stopping such action.
(b) If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company, i.e. rescission.
(c.) All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
(d) If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.提示
Reference Chapter:1.3.36
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161/545問題
161. 問題
1 分QID885:Mr. Ko is a shareholder of Yellow River Trading. He believes Mr. David Wan, a director of Yellow River Trading, is breaching his statutory duties in recent electronics trading transactions. What are the actions that Mr Ko can take?
I. Obtain an injunction stopping such action.
II. If Mr. Wan has not disclosed a personal interest in a contract he has made on behalf of the company, the contract may be avoided at the option of the company.
III. All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
IV. If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.正確
The company may have the following remedies for a breach of duty by directors:
(a) It may obtain an injunction stopping such action.
(b) If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company, i.e. rescission.
(c.) All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
(d) If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.錯誤
The company may have the following remedies for a breach of duty by directors:
(a) It may obtain an injunction stopping such action.
(b) If the directors have not disclosed a personal interest in a contract they have made on behalf of the company, the contract may be cancelled at the option of the company, i.e. rescission.
(c.) All directors who have acted in breach of their duties will be jointly and severally liable to the company for damages.
(d) If they have wrongfully profited by dealing with the company’s property, the directors must account to the company for such profits.提示
Reference Chapter:1.3.36
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162/545問題
162. 問題
1 分QID154:Millionaire Securities has recently been convicted of market misconduct. Millionaire Securities’ director – Mr. Ip, was unaware of the illegal acts and had tried to monitor and regulate the company’s operations to the best of his abilities. Is Mr. Ip guilty under such circumstance?
正確
The court may give relief to a director or directors if they have, in causing the breach, been shown to have acted honestly and reasonably.
錯誤
The court may give relief to a director or directors if they have, in causing the breach, been shown to have acted honestly and reasonably.
提示
Reference Chapter:1.3.38
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163/545問題
163. 問題
1 分QID1106:If a director (or his connected entity) can reasonably foresee direct or indirect interest in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must:
I. For transaction or arrangements that has been entered, he must declare the nature and extent of that interest to other directors.
II. For transaction or arrangements that has been entered, he must declare the nature and extent of that interest to the members.
III. For transaction or arrangements being proposed, he must declare the nature and extent of that interest to other directors.
IV. For transaction or arrangements being proposed, he must declare the nature and extent of that interest to the members.”正確
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.錯誤
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.提示
Reference Chapter:1.3.39
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164/545問題
164. 問題
1 分QID795:Mr. Ko is a director of a phone book printing company -Kaohsiung Printing. Mr Ko and Mr Wan jointly own British Construction Bank and are both directors of British Construction Bank. Kaohsiung Printing is going to print a lot of phone books and calendars for British Construction Bank as souvenirs for customers. Should Mr. Ko disclose his interest in Kaohsiung Printing to the board of directors of British Construction Bank?
正確
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.錯誤
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.提示
Reference Chapter:1.3.39
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165/545問題
165. 問題
1 分QID155:If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, what actions should he take?
I. Declare the nature and extent of the interest in conflict as soon as reasonably practicable.
II. No declaration is required if the transaction or arrangement was taken place outside of Hong Kong,
III. Declare the nature and extent of that interest before a transaction or arrangement has been entered.
IV. No actions are required if the transaction or arrangement has not yet taken place.正確
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.錯誤
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.提示
Reference Chapter:1.3.39
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166/545問題
166. 問題
1 分QID1108:Yellow River Trading is prepared to acquire a well know local website – Opennoodles.com. The director of Yellow River Trading, Mr. Wan, is the spouse of the owner of Opennoodles.com. Mr. Wan should:
I. Disclose his interest in the general meeting.
II. Take no action because it is his spouse’s interests that are involved in the deal
III. Ensure that the deal is proper, fair and in the interest of Yellow River Trading.
IV. Resign immediately.正確
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.錯誤
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.提示
Reference Chapter:1.3.39
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167/545問題
167. 問題
1 分QID1107:If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare the nature and extent of that interest:
I. Before the transaction and arrangement has been made.
II. After the transaction and arrangement has been made.
III. As soon as he can reasonably foresee such conflict of interest.
IV. As soon as the annual audit requires him to do so.正確
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.錯誤
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(a) as soon as reasonably practicable for a transaction or arrangement that has been entered; or
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.提示
Reference Chapter:1.3.39
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168/545問題
168. 問題
1 分QID1605:Mr. Liu is the only shareholder of Vitamilk and the director of Millionaire Financial Investment. Another director of Millionaire Financial Investment suggested to acquire some of Vitamilk real estates at the board of directors meeting. Does Mr. Liu have to declare to other directors the nature and extent of that interest?
正確
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.錯誤
If a director (or his connected entity) is directly or indirectly interested in a transaction, arrangement or contract, or a proposed transaction, arrangement or contract with the company that is significant in relation to the company’s business, he must declare to other directors the nature and extent of that interest (if it is material):
(b) before the company enters into the transaction or arrangement for a proposed transaction or arrangement.提示
Reference Chapter:1.3.39
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169/545問題
169. 問題
1 分QID2812:Which of the following statements about the Companies Ordinance is incorrect?
正確
There is no minimum authorized share capital requirement for a company.
錯誤
There is no minimum authorized share capital requirement for a company.
提示
Reference Chapter:1.3.4
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170/545問題
170. 問題
1 分QID778:In Hong Kong, registered companies can be classified into which of the following categories?
I. Private Company
II. Public Company
III. Non-Profit Company
IV. Guarantee Company正確
Under the NCO, a new category of company is added and now every Hong Kong company falls into one of three categories: private companies, public companies and guarantee companies.
錯誤
Under the NCO, a new category of company is added and now every Hong Kong company falls into one of three categories: private companies, public companies and guarantee companies.
提示
Reference Chapter:1.3.4
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171/545問題
171. 問題
1 分QID1074:Under the New Companies Ordinance, which of the following are correct categorization of companies?
I. Private Companies
II. Public Companies
III. Listed Companies
IV. Guarantee Companies正確
Under the NCO, a new category of company is added and now every Hong Kong company falls into one of 3 categories: private companies, public companies and guarantee companies.
錯誤
Under the NCO, a new category of company is added and now every Hong Kong company falls into one of 3 categories: private companies, public companies and guarantee companies.
提示
Reference Chapter:1.3.4
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172/545問題
172. 問題
1 分QID1111:Which of the following descriptions about directors’ remuneration are correct?
I. If the director is also having administrative roles, he does not need to have a separate service with the company. All directors’ fees should include all of his services.
II. The articles of association have designated the powers of determining such remuneration.
III. The articles of association states that director remuneration should be determined by the members in the general meeting.
IV. Directors remuneration usually covers directors’ fees.正確
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
錯誤
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
提示
Reference Chapter:1.3.40
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173/545問題
173. 問題
1 分QID158:According to the provision of the model articles of association in the Companies (Model Articles) Notice, how should the remuneration of directors be determined?
正確
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
錯誤
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
提示
Reference Chapter:1.3.40
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174/545問題
174. 問題
1 分QID157:In general, remuneration of which of the following individuals is determined by the company in general meeting?
正確
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
錯誤
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
提示
Reference Chapter:1.3.40
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175/545問題
175. 問題
1 分QID156:Which of the following description about director remuneration is correct?
正確
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
錯誤
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
提示
Reference Chapter:1.3.40
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176/545問題
176. 問題
1 分QID1109:Who determines the directors’ remuneration?
正確
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting.
錯誤
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting.
提示
Reference Chapter:1.3.40
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177/545問題
177. 問題
1 分QID1110:Which of the following are correct descriptions of directors’ remuneration?
I. Authority for payment is provided in the articles
II. If a director holds some other position, such as Managing Director or an executive director, he can have a service contract parallel to his director’s remuneration.
III. The remuneration must include a set of stock options.
IV. The director of a company should treat his directorship as his sole profession.正確
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
錯誤
Authority for payment is provided in the company’s articles. The model articles of association in the Companies (Model Articles) Notice provide that the remuneration of directors is determined by the company in general meeting. This usually covers directors’ fees. If a director holds some other position, such as managing director or executive director, he can have a service contract.
提示
Reference Chapter:1.3.40
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178/545問題
178. 問題
1 分QID1178:Mr. David Wan and his spouse are investing in real estate under the name of Yangtze River Investment and he is trying to apply for a loan for assignment. Mr. Wan and his spouse are the only directors and shareholders of Yangtze River Investment. Mr. Wan is also a director of a well-known electronics trading company, Yellow River Trading. To apply for the loan, Mr. Wan can:
I. Apply for a personal loan by assigning Yellow River Trading as the Guarantor.
II. Apply for a personal loan by assigning the subsidiaries of Yellow River Trading as the Guarantor.
III. Apply for a loan on behalf of Yangtze River Investment from Yellow River Trading.
IV. Apply for a personal loan using his director remuneration from Yellow River Trading as collateral.正確
A company cannot directly or indirectly:
(a) make a loan to a director of the company or a body corporate controlled by such a director; or
(b) enter into a guarantee or provide security for such a loan
without the approval of its members.錯誤
A company cannot directly or indirectly:
(a) make a loan to a director of the company or a body corporate controlled by such a director; or
(b) enter into a guarantee or provide security for such a loan
without the approval of its members.提示
Reference Chapter:1.3.41
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179/545問題
179. 問題
1 分QID1112:Which of the following are exceptions to prohibitions on loans to a director?
I. A de minimum threshold of 5% of the net assets of the company before a transaction is subject to the restriction.
II. Expenditure in connection with defending any proceeding or investigation or regulatory action for misconduct provided that the directors has to repay the company if he is found guilty or to have committed the misconduct.
III. Expenses that are incurred by the director in the ordinary course of business.
IV. If the director is the sole owner of the company and he agrees to such arrangements.正確
There are exceptions, such as the following:
(a) a de minimum threshold of 5% of the net assets of the company before a transaction is subject to the restriction; and
(b) expenditure in connection with defending any proceeding or investigation or regulatory action for misconduct provided that the directors has to repay the company if he is found guilty or to have committed the misconduct.錯誤
There are exceptions, such as the following:
(a) a de minimum threshold of 5% of the net assets of the company before a transaction is subject to the restriction; and
(b) expenditure in connection with defending any proceeding or investigation or regulatory action for misconduct provided that the directors has to repay the company if he is found guilty or to have committed the misconduct.提示
Reference Chapter:1.3.44
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180/545問題
180. 問題
1 分QID161:Under normal circumstances, a company cannot directly or indirectly make a loan or guarantee to a director of its holding company or a body corporate controlled by such a director. However, which of the following are exceptions?
I. Making a loan of value not exceeding 5% of the company’s net assets.
II. The loan is made with the approval of the members of the company.
III. Expenditure on defending any proceeding, or investigation or regulatory action for misconduct of a director if such expenditure has to be repaid by the director to the company when he is convicted in the proceeding or has committed misconduct.
IV. The loan is made with the approval of the SFC.正確
There are exceptions, such as the following:
(a) making a loan of value not exceeding 5% of the company’s net assets; and
(b) expenditure on defending any proceeding, or investigation or regulatory action for misconduct of a director if such expenditure has to be repaid by the director to the company when he is convicted in the proceeding or has committed the misconduct. Similarly, a company cannot directly or indirectly make a loan or guarantee to a director of its holding company or a body corporate controlled by such a director without the approvals
of its members and the holding companies’ members.錯誤
There are exceptions, such as the following:
(a) making a loan of value not exceeding 5% of the company’s net assets; and
(b) expenditure on defending any proceeding, or investigation or regulatory action for misconduct of a director if such expenditure has to be repaid by the director to the company when he is convicted in the proceeding or has committed the misconduct. Similarly, a company cannot directly or indirectly make a loan or guarantee to a director of its holding company or a body corporate controlled by such a director without the approvals
of its members and the holding companies’ members.提示
Reference Chapter:1.3.44
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181/545問題
181. 問題
1 分QID162:Which of the following entities can appoint investigators to investigate and report on the affairs of a company if the court declares that an investigation should be carried out?
正確
The Financial Secretary is required to appoint inspectors to investigate and report on the affairs of a company if the court declares that an investigation should be carried out (s. 841, NCO).
錯誤
The Financial Secretary is required to appoint inspectors to investigate and report on the affairs of a company if the court declares that an investigation should be carried out (s. 841, NCO).
提示
Reference Chapter:1.3.46
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182/545問題
182. 問題
1 分QID1113:If the court declares that an investigation on a company’s affairs should be carried out, which of the following organization should appoint inspectors to investigate and report on the company?
正確
The Financial Secretary is required to appoint inspectors to investigate and report on the affairs of a company if the court declares that an investigation should be carried out (s. 841, NCO).
錯誤
The Financial Secretary is required to appoint inspectors to investigate and report on the affairs of a company if the court declares that an investigation should be carried out (s. 841, NCO).
提示
Reference Chapter:1.3.46
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183/545問題
183. 問題
1 分QID2763:According to the Companies Ordinance, when can the Financial Secretary appoint an inspector to conduct an investigation into a company?
I. The company passes an ordinary resolution
II. The company passes a special resolution
III. Application by more than the nominated number of members
IV. The Financial Secretary considers that the company is involved in fraud or unfairly treating ordinary members正確
Circumstances under which the Financial Secretary may appoint an inspector to conduct an investigation into a company under the Companies Ordinance include:
I. The company passes a special resolution
II. Application by more than the nominated number of members (100 or 10%)
III. The Financial Secretary considers that the company is involved in fraud or unfairly treating ordinary members錯誤
Circumstances under which the Financial Secretary may appoint an inspector to conduct an investigation into a company under the Companies Ordinance include:
I. The company passes a special resolution
II. Application by more than the nominated number of members (100 or 10%)
III. The Financial Secretary considers that the company is involved in fraud or unfairly treating ordinary members提示
Reference Chapter:1.3.47
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184/545問題
184. 問題
1 分QID1114:The Financial Secretary is required to appoint inspectors under which of the following circumstances?
I. An application is made by the specified number of members.
II. The company passed a special resolution requesting such inspections.
III. He suspects fraud in the operations or formation of the company, or oppressive conduct, or an intent to defraud creditors.
IV. He suspects the persons concerned with the formation or management of the company have been guilty of fraud or other misconduct.正確
The Financial Secretary may also appoint inspectors if:
(a) an application is made by the specified number of members;
(b) the company passes a special resolution requesting such appointment;
(c.) he suspects fraud in the business or formation of the company, or oppressive conduct, or an intent to defraud creditors; or
(d) he suspects the persons concerned with the formation or management of the company to have been guilty of fraud or other misconduct (ss. 840 to 841, NCO).錯誤
The Financial Secretary may also appoint inspectors if:
(a) an application is made by the specified number of members;
(b) the company passes a special resolution requesting such appointment;
(c.) he suspects fraud in the business or formation of the company, or oppressive conduct, or an intent to defraud creditors; or
(d) he suspects the persons concerned with the formation or management of the company to have been guilty of fraud or other misconduct (ss. 840 to 841, NCO).提示
Reference Chapter:1.3.47
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185/545問題
185. 問題
1 分QID1660:Under which of the following circumstances can the financial secretary investigate a listed issuer?
I. To clarify the ownership of the listed issuer.
II. To clarify the controller of the listed issuer.
III. Under the request of the SEHK
IV. Under the request of a prescribed amount of shareholders.正確
The financial secretary investigate a listed issuer?
I. To clarify the ownership of the listed issuer.
II. To clarify the controller of the listed issuer.
III. Under the request of a prescribed amount of shareholders.錯誤
The financial secretary investigate a listed issuer?
I. To clarify the ownership of the listed issuer.
II. To clarify the controller of the listed issuer.
III. Under the request of a prescribed amount of shareholders.提示
Reference Chapter:1.3.47
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186/545問題
186. 問題
1 分QID1115:When a company is under investigation, all present and past officers and agents of the company, including bankers, solicitors and auditors, are required to:
I. Produce all books and records that they have (this includes power given to the inspector to enter premises and conduct searches)
II. Attend before the inspector when required and answer questions (on oath if so required by him)
III. Provide information to investigators, but bankers are exempted from providing information other than that relating to the company under inspection.
IV. Provide investigators with all reasonable assistance.正確
All present and past officers and agents of the company, including bankers, solicitors and auditors, are required to:
(a) produce all books and records that they have (this includes power given to the inspector to enter premises and conduct searches);
(b) attend before the inspector when required and answer questions (on oath if so required by him); and
© otherwise give him all reasonable assistance.錯誤
All present and past officers and agents of the company, including bankers, solicitors and auditors, are required to:
(a) produce all books and records that they have (this includes power given to the inspector to enter premises and conduct searches);
(b) attend before the inspector when required and answer questions (on oath if so required by him); and
© otherwise give him all reasonable assistance.提示
Reference Chapter:1.3.48
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187/545問題
187. 問題
1 分QID136:Which of the following description about private company is correct?
I. Must have more than 50 members
II. May not offer shares to the public
III. restricts the right to transfer its share
IV. is not limited by guarantee正確
A private company is a company that:
(a) restricts the right to transfer its shares; members and continue to be members respectively);
(b) may not have more than 50 members (excluding present and past employees who are members and continue to be members respectively);
© may not offer shares (or debentures) to the public; and
(d) is not limited by guarantee.錯誤
A private company is a company that:
(a) restricts the right to transfer its shares; members and continue to be members respectively);
(b) may not have more than 50 members (excluding present and past employees who are members and continue to be members respectively);
© may not offer shares (or debentures) to the public; and
(d) is not limited by guarantee.提示
Reference Chapter:1.3.5
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188/545問題
188. 問題
1 分QID776:A private company is a company that:
I. Has no restrictions in rights to transfer its shares.
II. May not have more than 50 members.
III. May not offer shares to the public.
IV. Is not limited by guarantee.正確
A private company is a company that:
(a) restricts the right to transfer its shares;
(b) may not have more than 50 members (excluding present and past employees who are members and continue to be members respectively);
© may not offer shares (or debentures) to the public; and
(d) is not limited by guarantee.錯誤
A private company is a company that:
(a) restricts the right to transfer its shares;
(b) may not have more than 50 members (excluding present and past employees who are members and continue to be members respectively);
© may not offer shares (or debentures) to the public; and
(d) is not limited by guarantee.提示
Reference Chapter:1.3.5
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189/545問題
189. 問題
1 分QID775:Which of the following are characteristics of a private company?
I. Restrictions on the rights to transfer it shares.
II. No more than 50 share holders.
III. May not offer shares to the public.
IV. Can be bought and sold OTC on the market.正確
A private company is a company that:
(a) restricts the right to transfer its shares;
(b) may not have more than 50 members (excluding present and past employees who are members and continue to be members respectively);
(c.) may not offer shares (or debentures) to the public; and
(d) is not limited by guarantee.錯誤
A private company is a company that:
(a) restricts the right to transfer its shares;
(b) may not have more than 50 members (excluding present and past employees who are members and continue to be members respectively);
(c.) may not offer shares (or debentures) to the public; and
(d) is not limited by guarantee.提示
Reference Chapter:1.3.5
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190/545問題
190. 問題
1 分QID777:Which of the following restrictions about a private company is incorrect?
正確
A private company is a company that:
(a) restricts the right to transfer its shares;
(b) may not have more than 50 members (excluding present and past employees who are members and continue to be members respectively);
© may not offer shares (or debentures) to the public; and
(d) is not limited by guarantee.
A private company doesn’t have to be guarantee companies.錯誤
A private company is a company that:
(a) restricts the right to transfer its shares;
(b) may not have more than 50 members (excluding present and past employees who are members and continue to be members respectively);
© may not offer shares (or debentures) to the public; and
(d) is not limited by guarantee.
A private company doesn’t have to be guarantee companies.提示
Reference Chapter:1.3.5
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191/545問題
191. 問題
1 分QID1116:Which of the following is a reason of compulsory liquidation?
正確
A company may be wound up by the court if:
(a) it has by special resolution resolved that it shall be wound up by the court;
(c.) it has no members錯誤
A company may be wound up by the court if:
(a) it has by special resolution resolved that it shall be wound up by the court;
(c.) it has no members提示
Reference Chapter:1.3.50
-
192/545問題
192. 問題
1 分QID1117:Which of the following descriptions about compulsory liquidation is correct?
I. This is a compulsory winding-up ordered by the court.
II. The liquidator is appointed by the court and acts under its control.
III. The liquidator is appointed through a shareholders’ meeting and acts under the control of the directors.
IV. Liquidation is passed by a special resolution.正確
This is a compulsory winding-up ordered by the court, and the liquidator is appointed by the court and acts under its control.
錯誤
This is a compulsory winding-up ordered by the court, and the liquidator is appointed by the court and acts under its control.
提示
Reference Chapter:1.3.50
-
193/545問題
193. 問題
1 分QID2826:Which of the following is less likely to be the main cause of compulsory winding up?
正確
Unless the company has been out of business for more than a year at all, it is relatively unlikely that a company with a small amount of business remaining will be the primary reason for winding up.
錯誤
Unless the company has been out of business for more than a year at all, it is relatively unlikely that a company with a small amount of business remaining will be the primary reason for winding up.
提示
Reference Chapter:1.3.51
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194/545問題
194. 問題
1 分QID1118:Which of the following is NOT a possible reason for compulsory liquidation?
正確
A company may be wound up by the court if:
(e) the event occurs on the occurrence of which the memorandum or articles of association provides that the company is to be dissolved; or
(f) the court is of the opinion that it would be just and equitable to wind up the company. Examples are where:
(ii) the company was formed for a fraudulent purpose; or
(iii) the basis of mutual trust, understanding and confidence on which the company was
formed no longer exists.錯誤
A company may be wound up by the court if:
(e) the event occurs on the occurrence of which the memorandum or articles of association provides that the company is to be dissolved; or
(f) the court is of the opinion that it would be just and equitable to wind up the company. Examples are where:
(ii) the company was formed for a fraudulent purpose; or
(iii) the basis of mutual trust, understanding and confidence on which the company was
formed no longer exists.提示
Reference Chapter:1.3.51
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195/545問題
195. 問題
1 分QID2673:The SFC are not authorised to use its power to
正確
Only courst can windup companies.
錯誤
Only courst can windup companies.
提示
Reference Chapter:1.3.51
-
196/545問題
196. 問題
1 分QID146:According to the New Companies Ordinance, can shareholders/members petition to the court for a winding up of a company?
正確
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(f) A member may apply to the court for an order if he considers that the affairs of the company are being conducted in a manner prejudicial to the interests of the members generally or of some part of the members.
(g) A member may petition for a winding up.錯誤
To ensure that this principle is not abused, certain safeguards are provided under the NCO to protect the interests of minority shareholders:
(f) A member may apply to the court for an order if he considers that the affairs of the company are being conducted in a manner prejudicial to the interests of the members generally or of some part of the members.
(g) A member may petition for a winding up.提示
Reference Chapter:1.3.52
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197/545問題
197. 問題
1 分QID1119:Petitioners of compulsory liquidation may be:
I. The Official Receiver.
II. The SFC, in lieu of public interest.
III. The Chief Executive.
IV. The Registrar of Companies.正確
The petitioners may be:
(e) the Registrar of Companies, if the company has breached provisions of the NCO or is being carried on for an unlawful purpose;
(f) the Official Receiver, where there is already a voluntary winding up (s. 179, CWUMPO); and
(g) the SFC, if it appears desirable in the public interest (SFO gives authority to the SFC).錯誤
The petitioners may be:
(e) the Registrar of Companies, if the company has breached provisions of the NCO or is being carried on for an unlawful purpose;
(f) the Official Receiver, where there is already a voluntary winding up (s. 179, CWUMPO); and
(g) the SFC, if it appears desirable in the public interest (SFO gives authority to the SFC).提示
Reference Chapter:1.3.52
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198/545問題
198. 問題
1 分QID1120:Petitioner(s) of compulsory liquidation may NOT be:
正確
The petitioners may be:
(a) the company;
(b) a creditor;
(d) the Financial Secretary, if he thinks it desirable in the public interest.錯誤
The petitioners may be:
(a) the company;
(b) a creditor;
(d) the Financial Secretary, if he thinks it desirable in the public interest.提示
Reference Chapter:1.3.52
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199/545問題
199. 問題
1 分QID1121:In the case of a compulsory liquidation, the liquidator should be appointed by:
正確
The court may appoint a liquidator.
錯誤
The court may appoint a liquidator.
提示
Reference Chapter:1.3.53
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200/545問題
200. 問題
1 分QID1123:Which of the following can start a Voluntary liquidation?
I. Members
II. Debtors
III. Creditors
IV. Directors正確
A voluntary winding-up may be started by members or creditors.
錯誤
A voluntary winding-up may be started by members or creditors.
提示
Reference Chapter:1.3.54
-
201/545問題
201. 問題
1 分QID1124:Voluntary liquidation may be started by which of the following?
I. Shareholders
II. Creditors
III. Financial Secretary
IV. The Chief Executive正確
A voluntary winding-up may be started by members or creditors.
錯誤
A voluntary winding-up may be started by members or creditors.
提示
Reference Chapter:1.3.54
-
202/545問題
202. 問題
1 分QID165:According the NCO, which of the following entities can start a voluntary liquidation?
I. Directors
II. Creditors
III. Members
IV. Financial Secretary正確
A voluntary winding-up may be started by members or creditors. There are fewer formalities than with a compulsory liquidation and this route is far more popular.
錯誤
A voluntary winding-up may be started by members or creditors. There are fewer formalities than with a compulsory liquidation and this route is far more popular.
提示
Reference Chapter:1.3.54
-
203/545問題
203. 問題
1 分QID1122:Voluntary liquidation can be initiated by which of the following parties?
I. Directors
II. Members
III. Creditors
IV. Court正確
A voluntary winding-up may be started by members or creditors.
錯誤
A voluntary winding-up may be started by members or creditors.
提示
Reference Chapter:1.3.54
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204/545問題
204. 問題
1 分QID1125:Which of the following is/are valid reason(s) for voluntary liquidation?
I. The period of the company’s planned existence as stated in its articles of association comes to an end.
II. A special resolution has been passed to wind up the company.
III. A passing of a resolution that it is advisable to wind up the company, as it cannot continue due to its liabilities.
IV. The directors of a company or, in a case of a company having more than 2 directors, the majority of the directors deliver a winding-up statement under section 228A that the company should be wound up after passing a resolution to that effect at a board meeting.正確
A voluntary winding-up is started:
(a) when the period fixed for the company’s duration as stated in its articles of association
comes to an end;
(b) by the passing of a special resolution for winding up; or
(c) if the directors of a company or, in the case of a company having more than two directors, the majority of the directors deliver a winding-up statement under s. 228A, CWUMPO that the company should be wound up after passing a resolution to that effect at a board meeting. However, prior to no later than 28 days after the delivery of any winding-up statement to the Registrar of Companies to commence the winding-up, a meeting of the company must have been summoned and a provisional liquidator must have been appointed. In the case of a private company having only one director, the sole director may make the winding-up statement.錯誤
A voluntary winding-up is started:
(a) when the period fixed for the company’s duration as stated in its articles of association
comes to an end;
(b) by the passing of a special resolution for winding up; or
(c) if the directors of a company or, in the case of a company having more than two directors, the majority of the directors deliver a winding-up statement under s. 228A, CWUMPO that the company should be wound up after passing a resolution to that effect at a board meeting. However, prior to no later than 28 days after the delivery of any winding-up statement to the Registrar of Companies to commence the winding-up, a meeting of the company must have been summoned and a provisional liquidator must have been appointed. In the case of a private company having only one director, the sole director may make the winding-up statement.提示
Reference Chapter:1.3.55
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205/545問題
205. 問題
1 分QID1129:If the directors believe that a company can repay its debt and obligations according to the certificate of solvency, within how long should the company repay all its outstanding obligations?
正確
Members’ voluntary winding up may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency” to the effect that they have:
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.錯誤
Members’ voluntary winding up may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency” to the effect that they have:
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.提示
Reference Chapter:1.3.56
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206/545問題
206. 問題
1 分QID1128:Which of the following are prerequisites to the issuance of Certificate of Solvency?
I. Agreed upon by a simple majority of directors.
II. Directors have made a full inquiry into the affairs of the company.
III. Directors have formed the opinion that the company will be able to pay its debts within 1 month from the commencement of the winding up as specified in the certificate of solvency.
IV. Directors have formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding up as specified in the certificate of solvency.正確
Members’ voluntary winding up may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency” to the effect that they have:
(a) made a full enquiry into the affairs of the company; and
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.錯誤
Members’ voluntary winding up may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency” to the effect that they have:
(a) made a full enquiry into the affairs of the company; and
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.提示
Reference Chapter:1.3.56
-
207/545問題
207. 問題
1 分QID2720:The document proving the company’s ability to pay its debts during the member’s (solvent) voluntary winding-up process is?
正確
The document certifying the company’s ability to pay its debts during the members’ (solvent) voluntary winding-up is a certificate of solvency.
錯誤
The document certifying the company’s ability to pay its debts during the members’ (solvent) voluntary winding-up is a certificate of solvency.
提示
Reference Chapter:1.3.56
-
208/545問題
208. 問題
1 分QID1126:Which of the following are the necessary prerequisites for a member’s voluntary winding-up to be undertaken?
I. The majority of the directors has issued a “certificate of solvency”.
II. The directors have made a full enquiry into the affairs of the company.
III. The directors have formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.
IV. The company has not been able to make a profit, or has not commenced business for the past year.正確
Members’ voluntary winding up may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency” to the effect that they have:
(a) made a full enquiry into the affairs of the company; and
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.錯誤
Members’ voluntary winding up may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency” to the effect that they have:
(a) made a full enquiry into the affairs of the company; and
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.提示
Reference Chapter:1.3.56
-
209/545問題
209. 問題
1 分QID1127:Voluntary liquidation can take place if the directors of a company or, in the case of a company having more than two directors, the majority of the directors, can issue which of the following documents?
正確
Members’ voluntary winding up may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency”.
錯誤
Members’ voluntary winding up may be undertaken if the directors or, in the case of a company having more than two directors, the majority of the directors issue a “certificate of solvency”.
提示
Reference Chapter:1.3.56
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210/545問題
210. 問題
1 分QID166:Which of the following statements about the “certificate of solvency” is correct?
I. It must be issued within the 5 weeks preceding the resolution to winding-up.
II. It must be delivered to the Registrar of Companies for registration.
III. “Certificate of solvency” should form the opinion that the company will be able to pay its debts within 12 months
IV. If the company fails to repay to its creditor after the “certificate of solvency” has been issued, the director of the company will be liable for such shortfall and may face criminal prosecution.正確
A member’s voluntary winding-up may be undertaken if the directors or, in the case of a company having more than two
directors, the majority of the directors issue a “certificate of solvency” to the effect that they have:
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.
The certificate of solvency must be issued within the five weeks preceding the resolution and be delivered to the Registrar of Companies for registration not later than when the copy of the winding-up resolution is delivered, and must include a statement of the company’s assets and liabilities at the latest practicable date.錯誤
A member’s voluntary winding-up may be undertaken if the directors or, in the case of a company having more than two
directors, the majority of the directors issue a “certificate of solvency” to the effect that they have:
(b) formed the opinion that the company will be able to pay its debts within 12 months from the commencement of the winding-up as specified in the certificate of solvency.
The certificate of solvency must be issued within the five weeks preceding the resolution and be delivered to the Registrar of Companies for registration not later than when the copy of the winding-up resolution is delivered, and must include a statement of the company’s assets and liabilities at the latest practicable date.提示
Reference Chapter:1.3.57
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211/545問題
211. 問題
1 分QID1131:The issuance of the “Certificate of Solvency” should be done:
正確
The certificate of solvency must be issued within the 5 weeks preceding the resolution and be delivered to the Registrar of Companies for registration not later than when the copy of the winding-up resolution is delivered.
錯誤
The certificate of solvency must be issued within the 5 weeks preceding the resolution and be delivered to the Registrar of Companies for registration not later than when the copy of the winding-up resolution is delivered.
提示
Reference Chapter:1.3.58
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212/545問題
212. 問題
1 分QID1130:The certificate of solvency should be delivered to:
正確
The certificate of solvency must be issued within the 5 weeks preceding the resolution and be delivered to the Registrar of Companies for registration not later than when the copy of the winding-up resolution is delivered.
錯誤
The certificate of solvency must be issued within the 5 weeks preceding the resolution and be delivered to the Registrar of Companies for registration not later than when the copy of the winding-up resolution is delivered.
提示
Reference Chapter:1.3.58
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213/545問題
213. 問題
1 分QID1132:The certificate of solvency should be issued within how long preceding the winding-up resolution?
正確
The certificate of solvency must be issued within the 5 weeks preceding the resolution and be delivered to the Registrar of Companies for registration not later than when the copy of the winding-up resolution is delivered.
錯誤
The certificate of solvency must be issued within the 5 weeks preceding the resolution and be delivered to the Registrar of Companies for registration not later than when the copy of the winding-up resolution is delivered.
提示
Reference Chapter:1.3.58
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214/545問題
214. 問題
1 分QID164:Which of the following individuals cannot petition for a court winding-up?
正確
The petitioners may be:
(a) the company;
(b) a creditor;
(c) a contributory (i.e. every person liable to contribute to the assets of a company in the event of its being wound up);
(d) the Financial Secretary, if he thinks it desirable in the public interest;
€ the Registrar of Companies, if the company has breached provisions of the NCO or is being carried on for an unlawful purpose;
(f) the Official Receiver, where there is already a voluntary winding up (s. 179, CWUMPO); and
(g) the SFC, if it appears desirable in the public interest (SFO gives authority to the SFC).錯誤
The petitioners may be:
(a) the company;
(b) a creditor;
(c) a contributory (i.e. every person liable to contribute to the assets of a company in the event of its being wound up);
(d) the Financial Secretary, if he thinks it desirable in the public interest;
€ the Registrar of Companies, if the company has breached provisions of the NCO or is being carried on for an unlawful purpose;
(f) the Official Receiver, where there is already a voluntary winding up (s. 179, CWUMPO); and
(g) the SFC, if it appears desirable in the public interest (SFO gives authority to the SFC).提示
Reference Chapter:1.3.59
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215/545問題
215. 問題
1 分QID1136:Which one of the following are accurate representations of creditors’ voluntary winding up?
I. Creditors’ voluntary winding up may be a result of failure in compulsory liquidation.
II. The company arranges a meeting of the creditors to be summoned for the day when the resolution to wind up is proposed or for the next day.
III. Advertisements will have to be run in the Gazette and newspapers.
IV. A statement of assets and liabilities, and a list of creditors and amounts due, will be presented to the meeting at which a liquidator and a committee of inspection will be appointed.正確
Where a resolution for voluntary winding-up has been proposed, the company must arrange a meeting of the creditors to be held within 14 days thereafter subject to a minimum notice period of 7 days. Advertisements must be run in the Gazette and newspapers. A statement of the position of the company’s affairs will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.
錯誤
Where a resolution for voluntary winding-up has been proposed, the company must arrange a meeting of the creditors to be held within 14 days thereafter subject to a minimum notice period of 7 days. Advertisements must be run in the Gazette and newspapers. A statement of the position of the company’s affairs will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.
提示
Reference Chapter:1.3.59
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216/545問題
216. 問題
1 分QID1135:If the creditors decide to summon a meeting for the day when the resolution to wind up is proposed or for the next day, what kind of documents will be presented to the meeting?
I. Articles of Association
II. A statement of the position of the company’s affairs
III. List of Proof of Debt provided by Creditors
IV. Balance Sheet of the company正確
Where a resolution for voluntary winding-up has been proposed, the company must arrange a meeting of the creditors to be held within 14 days thereafter subject to a minimum notice period of 7 days. Advertisements must be run in the Gazette and newspapers. A statement of the position of the company’s affairs will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.
錯誤
Where a resolution for voluntary winding-up has been proposed, the company must arrange a meeting of the creditors to be held within 14 days thereafter subject to a minimum notice period of 7 days. Advertisements must be run in the Gazette and newspapers. A statement of the position of the company’s affairs will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.
提示
Reference Chapter:1.3.59
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217/545問題
217. 問題
1 分QID1134:If the creditors decide to summon a meeting for the day when the resolution to wind up is proposed or for the next day, the company must arrange advertisements to be run in the Gazette and newspapers. This form of liquidation is likely to be:
正確
Where a resolution for voluntary winding-up has been proposed, the company must arrange a meeting of the creditors to be held within 14 days thereafter subject to a minimum notice period of 7 days. Advertisements must be run in the Gazette and newspapers. A statement of the position of the company’s affairs will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.
錯誤
Where a resolution for voluntary winding-up has been proposed, the company must arrange a meeting of the creditors to be held within 14 days thereafter subject to a minimum notice period of 7 days. Advertisements must be run in the Gazette and newspapers. A statement of the position of the company’s affairs will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.
提示
Reference Chapter:1.3.59
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218/545問題
218. 問題
1 分QID1133:The liquidator and committee of inspection of a creditors’ voluntary winding up may be appointed by:
正確
Where a resolution for voluntary winding-up has been proposed, the company must arrange a meeting of the creditors to be held within 14 days thereafter subject to a minimum notice period of 7 days. Advertisements must be run in the Gazette and newspapers. A statement of the position of the company’s affairs will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.
錯誤
Where a resolution for voluntary winding-up has been proposed, the company must arrange a meeting of the creditors to be held within 14 days thereafter subject to a minimum notice period of 7 days. Advertisements must be run in the Gazette and newspapers. A statement of the position of the company’s affairs will be presented to the meeting, at which a liquidator and a committee of inspection will be appointed to supervise the process.
提示
Reference Chapter:1.3.59
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219/545問題
219. 問題
1 分QID167:If a members’ voluntary winding-up is not applicable or practical, a creditors’ voluntary winding-up will take place. Which of the following entities will monitor such winding-up?
正確
Committee of inspection will be appointed to supervise the process.
錯誤
Committee of inspection will be appointed to supervise the process.
提示
Reference Chapter:1.3.59
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220/545問題
220. 問題
1 分QID135:Which of the following statements correctly describe public company under the new company ordinance?
I. It is a company that is not a private company.
II. It is a company that is not a guarantee company.
III. It must have more than 50 members.
IV. It restricts the right to transfer its shares.正確
A public company is one that is not a private company, i.e. does not meet the requirements for a private company stated above, and is not a guarantee company. It also has more than 50 members, contrary to a private company.
錯誤
A public company is one that is not a private company, i.e. does not meet the requirements for a private company stated above, and is not a guarantee company. It also has more than 50 members, contrary to a private company.
提示
Reference Chapter:1.3.6
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221/545問題
221. 問題
1 分QID1051:Which of the following descriptions about a public company is correct?
正確
A public company is one that is not a private company, i.e. does not meet the requirements for a private company stated above, and is not a guarantee company.
錯誤
A public company is one that is not a private company, i.e. does not meet the requirements for a private company stated above, and is not a guarantee company.
提示
Reference Chapter:1.3.6
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222/545問題
222. 問題
1 分QID1052:A public company is one that:
I. Is not a private company.
II. Is not a guarantee company.
III. Must be a listed company.
IV. May not be a listed company.正確
A public company is one that is not a private company, i.e. does not meet the requirements for a private company stated above, and is not a guarantee company.
錯誤
A public company is one that is not a private company, i.e. does not meet the requirements for a private company stated above, and is not a guarantee company.
提示
Reference Chapter:1.3.6
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223/545問題
223. 問題
1 分QID130:Which of the following is not a contract?
正確
A contract is an agreement between two or more persons creating obligations that are enforceable or otherwise recognisable under law, for example:
(a) the purchase or sale of a security or futures contract;
(b) the acceptance by an investor of an initial public offer of securities made by an issuer;
© an undertaking to manage a mutual fund; and
(d) the purchase of a leveraged foreign exchange contract.
Case D doesn’t comply with these requirements.錯誤
A contract is an agreement between two or more persons creating obligations that are enforceable or otherwise recognisable under law, for example:
(a) the purchase or sale of a security or futures contract;
(b) the acceptance by an investor of an initial public offer of securities made by an issuer;
© an undertaking to manage a mutual fund; and
(d) the purchase of a leveraged foreign exchange contract.
Case D doesn’t comply with these requirements.提示
Reference Chapter:1.3.60
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224/545問題
224. 問題
1 分QID1137:Which of the following is not an example of making a contract?
正確
A contract is an agreement between two or more persons creating obligations that are enforceable or otherwise recognisable under law, for example:
(a) the purchase or sale of a security or futures contract;
(b) the acceptance by an investor of an initial public offer of securities made by an issuer;
(c.) an undertaking to manage a mutual fund.錯誤
A contract is an agreement between two or more persons creating obligations that are enforceable or otherwise recognisable under law, for example:
(a) the purchase or sale of a security or futures contract;
(b) the acceptance by an investor of an initial public offer of securities made by an issuer;
(c.) an undertaking to manage a mutual fund.提示
Reference Chapter:1.3.60
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225/545問題
225. 問題
1 分QID1139:Which of the following conditions will make the contract void?
I. One party was forced into a contract under pressure.
II. A contract has illegal elements.
III. One or both parties are underage or mentally ill.
IV. The contract would result in financial damages to one party.正確
The elements of a legally binding contract are the following:
(d) the parties must have legal capacity, i.e. they must be at least 18 years of age and have no mental impairment; thus, if a securities dealer enters into a contract with a minor, the dealer may be at risk if the minor disclaims his commitments
(e) a contract may be unenforceable if it has an illegal element, and thus an intermediary may face legal risk; and
(f) the parties must have given their consent to the contract without any form of pressure; if a party was forced to enter into the contract under pressure, the contract will be void.錯誤
The elements of a legally binding contract are the following:
(d) the parties must have legal capacity, i.e. they must be at least 18 years of age and have no mental impairment; thus, if a securities dealer enters into a contract with a minor, the dealer may be at risk if the minor disclaims his commitments
(e) a contract may be unenforceable if it has an illegal element, and thus an intermediary may face legal risk; and
(f) the parties must have given their consent to the contract without any form of pressure; if a party was forced to enter into the contract under pressure, the contract will be void.提示
Reference Chapter:1.3.61
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226/545問題
226. 問題
1 分QID1138:Which of the following is NOT an element of a legal contract?
正確
The elements of a legally binding contract are the following:
(a) an intention to create legal obligations;
(c.) there is valuable consideration, which can include an agreement not to sue under the contract; a contract under deed does not need consideration;
(d) the parties must have legal capacity, i.e. they must be at least 18 years of age and have no mental impairment; thus, if a securities dealer enters into a contract with a minor, the dealer may be at risk if the minor disclaims his commitments錯誤
The elements of a legally binding contract are the following:
(a) an intention to create legal obligations;
(c.) there is valuable consideration, which can include an agreement not to sue under the contract; a contract under deed does not need consideration;
(d) the parties must have legal capacity, i.e. they must be at least 18 years of age and have no mental impairment; thus, if a securities dealer enters into a contract with a minor, the dealer may be at risk if the minor disclaims his commitments提示
Reference Chapter:1.3.61
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227/545問題
227. 問題
1 分QID1140:Which of the following descriptions about contracts are correct?
I. Can be expressly agreed or implied.
II. Contracts must be a form of warranty.
III. A warranty is a term of a contract which is of considerable importance such that a breach of a condition might lead to repudiation by the innocent party or a claim for damage.
IV. There can be conditions precedent (which must be met) or conditions subsequent which, if they fail, may lead to repudiation of the contract.正確
The terms of the contract are important:
(a) They can be expressly agreed or implied (the terms may be implied by court or by common law).
(b) They can be conditions or warranties; a condition is a term of a contract which is of considerable importance such that a breach of a condition might lead to repudiation by the innocent party or a claim for damages; a warranty is a term of lesser importance such that a breach of a warranty may only lead to a claim for damages by an injured party.
(c.) There can be conditions precedent (which must be met) or conditions subsequent which, if they fail, may lead to repudiation of the contract.錯誤
The terms of the contract are important:
(a) They can be expressly agreed or implied (the terms may be implied by court or by common law).
(b) They can be conditions or warranties; a condition is a term of a contract which is of considerable importance such that a breach of a condition might lead to repudiation by the innocent party or a claim for damages; a warranty is a term of lesser importance such that a breach of a warranty may only lead to a claim for damages by an injured party.
(c.) There can be conditions precedent (which must be met) or conditions subsequent which, if they fail, may lead to repudiation of the contract.提示
Reference Chapter:1.3.62
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228/545問題
228. 問題
1 分QID1141:Which of the following descriptions about agency laws is correct?
正確
Agency is a fiduciary relationship (see section 3.66 below) created by express or implied contract or by law, in which one party, the agent, may act on behalf of another, the principal, and bind the principal by those of his words or actions that are within the scope of his agency.
錯誤
Agency is a fiduciary relationship (see section 3.66 below) created by express or implied contract or by law, in which one party, the agent, may act on behalf of another, the principal, and bind the principal by those of his words or actions that are within the scope of his agency.
提示
Reference Chapter:1.3.63
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229/545問題
229. 問題
1 分QID1142:Agency laws can be applied to which of the following cases?
I. A stock broker and his client.
II. A trustee and a beneficiary.
III. An auditor and a company.
IV. Solicitors and his clients.正確
The law of agency has an important impact on financial services. For example, a stockbroker can be an agent for his client, and an account executive may be considered the agent of his employer.
錯誤
The law of agency has an important impact on financial services. For example, a stockbroker can be an agent for his client, and an account executive may be considered the agent of his employer.
提示
Reference Chapter:1.3.64
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230/545問題
230. 問題
1 分QID907:Is the principal liable for the acts of wrongdoing of his/her/its agent?
正確
The principal liable for the acts of wrongdoing of his/her/its agent.
錯誤
The principal liable for the acts of wrongdoing of his/her/its agent.
提示
Reference Chapter:1.3.65
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231/545問題
231. 問題
1 分QID1143:Which of the following statements correctly describes fiduciary relationships?
I. A fiduciary relationship must be either business or monetary interest to both parties.
II. A fiduciary is a person who should be serviced with duties of good faith, trust, confidence, honesty and care by another person.
III. All fiduciary relationships are agencies.
IV. All agencies are fiduciary relationships.正確
A fiduciary is a person who owes another person duties of good faith, trust, confidence, honesty and care. A fiduciary relationship is one in which one person has a duty to act for the benefit of the other on matters within the scope of their relationship. Examples of fiduciary relationships are those of stockbroker and client, principal and agent, solicitor and client, and trustee and beneficiary.
錯誤
A fiduciary is a person who owes another person duties of good faith, trust, confidence, honesty and care. A fiduciary relationship is one in which one person has a duty to act for the benefit of the other on matters within the scope of their relationship. Examples of fiduciary relationships are those of stockbroker and client, principal and agent, solicitor and client, and trustee and beneficiary.
提示
Reference Chapter:1.3.66
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232/545問題
232. 問題
1 分QID2578:Which of the following best explains the basis of fiduciary relationship between a stockbroker and a client who signed a client agreement?
正確
A fiduciary relationship means when the fiduciary, here this means the stockbroker, has a duty to act for the best benefit of the other person, meaning the client in this case. The written agreement is only a record of the relationship.
錯誤
A fiduciary relationship means when the fiduciary, here this means the stockbroker, has a duty to act for the best benefit of the other person, meaning the client in this case. The written agreement is only a record of the relationship.
提示
Reference Chapter:1.3.66
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233/545問題
233. 問題
1 分QID129:Which of the following branches of law is intended to provide remedies for individuals or businesses that have suffered loss as a result of the actions of another person?
正確
Civil law is intended to provide remedies for individuals or businesses that have suffered loss as a result of the actions of another person. Unlike criminal law, civil law is not primarily intended to punish the wrongdoer
錯誤
Civil law is intended to provide remedies for individuals or businesses that have suffered loss as a result of the actions of another person. Unlike criminal law, civil law is not primarily intended to punish the wrongdoer
提示
Reference Chapter:1.3.67
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234/545問題
234. 問題
1 分QID1659:Which of the followings is an example of tort?
正確
A tort are losses that incur without a contractual relationship in place. The careless mistake is not a part of the contract and thus is a tort.
錯誤
A tort are losses that incur without a contractual relationship in place. The careless mistake is not a part of the contract and thus is a tort.
提示
Reference Chapter:1.3.67
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235/545問題
235. 問題
1 分QID1144:Which of the following descriptions about law of tort are correct?
I. Law of tort is used in civil law cases.
II. Law of tort are based on ancient roman laws.
III. When parties who have no contractual relationship are in a situation where one party suffers loss or damage as a result of the act of the other, a wrong or tort may have occurred and under civil law a liability may have arisen.
IV. The tort of negligence is a tort committed as a result of a failure to observe the standard of care expected under the law in a particular case.正確
When parties who have no contractual relationship are in a situation where one party suffers loss or damage as a result of the act of the other, a wrong or tort may have occurred, and under civil law a liability may have arisen. There are various branches of the law of tort, of which the tort of negligence has the most direct application to securities and futures business. The tort of negligence is one committed as a result of a failure to observe the standard of care expected under law in a particular case.
錯誤
When parties who have no contractual relationship are in a situation where one party suffers loss or damage as a result of the act of the other, a wrong or tort may have occurred, and under civil law a liability may have arisen. There are various branches of the law of tort, of which the tort of negligence has the most direct application to securities and futures business. The tort of negligence is one committed as a result of a failure to observe the standard of care expected under law in a particular case.
提示
Reference Chapter:1.3.67
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236/545問題
236. 問題
1 分QID128:According to the Securities & Futures Ordinance and other regulation governing the securities industry,
正確
Civil law is intended to provide remedies for individuals or businesses that have suffered loss as a result of the actions of another person. Unlike criminal law, civil law is not primarily intended to punish the wrongdoer.
錯誤
Civil law is intended to provide remedies for individuals or businesses that have suffered loss as a result of the actions of another person. Unlike criminal law, civil law is not primarily intended to punish the wrongdoer.
提示
Reference Chapter:1.3.67
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237/545問題
237. 問題
1 分QID127:Which of the following descriptions about civil law and criminal law is correct?
正確
Unlike criminal law, civil law is not
primarily intended to punish the wrongdoer. The injured party, the plaintiff, brings the action for damages, compensation, redress or other remedy, such as the special equitable ones mentioned earlier, against the person causing the injury, who is the defendant. The court order or award is made if the plaintiff can prove his claim on “the balance of probabilities”. This is a standard of proof that is much less stringent than the level of “beyond reasonable
doubt” required in a criminal case. The case is brought in a civil court in the name of the plaintiff against the defendant.錯誤
Unlike criminal law, civil law is not
primarily intended to punish the wrongdoer. The injured party, the plaintiff, brings the action for damages, compensation, redress or other remedy, such as the special equitable ones mentioned earlier, against the person causing the injury, who is the defendant. The court order or award is made if the plaintiff can prove his claim on “the balance of probabilities”. This is a standard of proof that is much less stringent than the level of “beyond reasonable
doubt” required in a criminal case. The case is brought in a civil court in the name of the plaintiff against the defendant.提示
Reference Chapter:1.3.67
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238/545問題
238. 問題
1 分QID1145:Which of the following statements correctly describe the employment laws?
I. An employer must provide his employee with remuneration, indemnity for expenses, losses and liabilities incurred while performing his duties.
II. An employee must demonstrate skills and competence, faithful service, obedience and confidentiality.
III. A director service is considered as an employment relationship by the company ordinance.
IV. If the two parties fail to observe these basic elements in the relationship, there can be a breach of the law as well as of the contractual relationship between them.正確
Under common law, an employer must provide his employee with remuneration, indemnity for expenses, losses and liabilities incurred while performing his duties, and a safe working
environment.
Also, under common law, an employee must demonstrate skills and competence, faithful service, obedience and confidentiality.
If the two parties fail to observe these basic elements in the relationship, there can be a breach of the law as well as of the contractual relationship between them.錯誤
Under common law, an employer must provide his employee with remuneration, indemnity for expenses, losses and liabilities incurred while performing his duties, and a safe working
environment.
Also, under common law, an employee must demonstrate skills and competence, faithful service, obedience and confidentiality.
If the two parties fail to observe these basic elements in the relationship, there can be a breach of the law as well as of the contractual relationship between them.提示
Reference Chapter:1.3.69&70&71
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239/545問題
239. 問題
1 分QID1043:Which of the following is a correct description of a guarantee company?
正確
A guarantee company is one that:
(a) does not have a share capital; and
(b) the liability of its members is limited by the company’s articles to the amount that the members undertake to contribute to the assets of the company in the event of its being wound up.錯誤
A guarantee company is one that:
(a) does not have a share capital; and
(b) the liability of its members is limited by the company’s articles to the amount that the members undertake to contribute to the assets of the company in the event of its being wound up.提示
Reference Chapter:1.3.7
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240/545問題
240. 問題
1 分QID1044:A guarantee company is one that:
I. does not have a share capital.
II. is not a private company.
III. the liability of its members is limited by the company’s articles to the amount that the members undertake to contribute to the assets of the company in the event of its being wound up.
IV. does not have a director.正確
A guarantee company is one that:
(a) does not have a share capital; and
(b) the liability of its members is limited by the company’s articles to the amount that the members undertake to contribute to the assets of the company in the event of its being wound up.錯誤
A guarantee company is one that:
(a) does not have a share capital; and
(b) the liability of its members is limited by the company’s articles to the amount that the members undertake to contribute to the assets of the company in the event of its being wound up.提示
Reference Chapter:1.3.7
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241/545問題
241. 問題
1 分QID501:Which of the follow ordinance/codes/rules protect the privacy of individuals in relation to their personal data?
正確
The Personal Data (Privacy) Ordinance (“PDPO”) was established to protect the privacy of individuals in relation to personal data.
錯誤
The Personal Data (Privacy) Ordinance (“PDPO”) was established to protect the privacy of individuals in relation to personal data.
提示
Reference Chapter:1.3.72
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242/545問題
242. 問題
1 分QID2394:People who enforce the Privacy Ordinance are:
正確
People who enforce the Privacy Ordinance are the Privacy Commissioner for Personal Data.
錯誤
People who enforce the Privacy Ordinance are the Privacy Commissioner for Personal Data.
提示
Reference Chapter:1.3.72
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243/545問題
243. 問題
1 分QID502:According to the Personal Data (Privacy) Ordinance, personal data refers to:
正確
“Personal data” means any data relating directly or indirectly to a living individual, from which it is practicable for the identity of the individual to be directly or indirectly ascertained (and are in a form in which access or processing is practicable).
錯誤
“Personal data” means any data relating directly or indirectly to a living individual, from which it is practicable for the identity of the individual to be directly or indirectly ascertained (and are in a form in which access or processing is practicable).
提示
Reference Chapter:1.3.72
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244/545問題
244. 問題
1 分QID805:Which of the following are classified as personal data under the PDPO?
I. Data relating directly to a living individual, from which it is practicable for the identity of the individual to be directly ascertained.
II. Data relating indirectly to a living individual, from which it is practicable for the identity of the individual to be directly ascertained.
III. Data relating directly to a living individual, from which it is practicable for the identity of the individual to be indirectly ascertained.
IV. Data relating indirectly to a living individual, from which it is practicable for the identity of the individual to be indirectly ascertained.正確
“Personal data” means any data relating directly or indirectly to a living individual, from which it is practicable for the identity of the individual to be directly or indirectly ascertained (and are in a form in which access or processing is practicable).
錯誤
“Personal data” means any data relating directly or indirectly to a living individual, from which it is practicable for the identity of the individual to be directly or indirectly ascertained (and are in a form in which access or processing is practicable).
提示
Reference Chapter:1.3.72
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245/545問題
245. 問題
1 分QID808:The PDPO is applicable to which of the following individuals?
I. The user of personal data
II. The collector of personal data
III. The holder of personal data
IV. The processor of personal data正確
The Personal Data (Privacy) Ordinance (“PDPO”) was established to protect the privacy of individuals in relation to personal data. It applies to any data user who, in relation to personal data, means a person who alone or jointly, or in common with other persons, controls the collection, holding, processing or use of the data.
錯誤
The Personal Data (Privacy) Ordinance (“PDPO”) was established to protect the privacy of individuals in relation to personal data. It applies to any data user who, in relation to personal data, means a person who alone or jointly, or in common with other persons, controls the collection, holding, processing or use of the data.
提示
Reference Chapter:1.3.72
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246/545問題
246. 問題
1 分QID1147:Which of the following is responsible for the enforcement of Personal Data (Privacy) Ordinance?
正確
The Privacy Commissioner for Personal Data is an independent public officer appointed to enforce and promote compliance with the PDPO.
錯誤
The Privacy Commissioner for Personal Data is an independent public officer appointed to enforce and promote compliance with the PDPO.
提示
Reference Chapter:1.3.72