2011年12月ACCA《F4公司法与商法》考试文档(4)

　　In relation to the Company Law

　　the one-person limited liability company and its major differences compared with the common limited liability company.

　　the conditions to be met for the incorporation of a limited liability company,in particular that the shareholders can make their capital contributions by instalments after the incorporation of the company.

　　the definitions of the senior executives of a company,the holding shareholders,actual controllers and their special fiduciary duties toward a company,and the special fiduciary duties of the directors,supervisors of a company.

　　the shareholder's right to bring a law suit,in his or her own name,for the interests of the company and the conditions for such action.

　　the elimination of the restriction on the investment by a company(Under the previous version a company was allowed to reinvest to other companies subject to a restriction of maximum 50% of its net assets.).

　　the special provisions on the organizational structure of a listed company.

　　In relation to the Securities Law

　　the definition of public offering of the securities.

　　the conditions of a company to issue corporate bonds and the special conditions for a listed company to issue corporate bonds.

　　the sponsorship system in public offering of securities,the qualifications for a sponsor and his or her duties.

　　the conditions to be satisfied for the establishment of a securities company,especially the minimum registered capital requirements for a securities company engaging in certain kinds of transactions.

　　the conditions to be satisfied for a joint stock limited company to have its shares listed.

　　the responsibility of the directors,supervisors,senior executives,sponsor and the underwriting securities company for the truthfulness,accuracy and completeness of the information and their joint and several liabilities for the losses of investors.