Aishen Garment Co entered into a contract with Bulinger Store to sell 10,000 pieces of sportswear to the latter. Under the contract Aishen Garment Co would deliver the goods at Bulinger Store’s warehouse by 30 June 2012 and receive payment upon delivery of the goods.
Having found market conditions tough after the conclusion of the contract, Bulinger Store asked to decrease the quantity of goods, but Aishen Garment Co disagreed. At this moment, Bulinger Store learnt that a company named Conka Sales intended to buy the same garments and resell them to another province. Therefore, Bulinger Store concluded an agreement with Conka Sales to transfer the rights and obligations under its contract with Aishen Garment Co.
Bulinger Store sent a letter to Aishen Garment Co, notifying it that the rights and obligations under the contract had been transferred to Conka Sales. Aishen Garment Co did not reply to the letter.
On 15 June 2012, however, Aishen Garment Co sent a fax to advise Conka Sales to be prepared for receiving the goods. At the end of June Aishen Garment Co delivered 10,000 pieces of sportswear to the premises of Conka Sales and received the total price paid by Conka Sales. However, a certificate of inspection issued by an independent institute indicated that nearly 30% of the goods were below the quality standard. Therefore, Conka Sales intended to reject the goods. Aishen Garment Co insisted that there was no contractual relationship between them, since it was merely under its contract with Bulinger Store to directly deliver the goods to Conka Sales.
Required:
Answer the following questions in accordance with the Contract Law of China, and give your reasons for your answers:
(a) state whether there was a contractual relationship between Aishen Garment Co and Conka Sales;
(b) state whether Aishen Garment Co or Bulinger Store should be liable for the defects of the goods.
For the purpose of expanding its business, Drinking Co intended to get a loan of RMB 30 million yuan for two years from City Bank and was willing to provide shares of TCL, a listed company, as a guarantee. On 15 June 2012, the two parties entered into a loan agreement and pledge agreement, which stipulated that Drinking Co should provide 10 million TCL shares as the pledge of rights. On 16 June 2012, they went to the relevant statutory institution and jointly applied for a pledge registration of TCL shares. On the date of registration, the price of TCL shares held by Drinking Co was RMB 5·00/share, total market value of the shares was 50 million yuan.
Six months after the registration of the pledge agreement, the price of TCL shares rose to RMB 6·00/share because of the substantive good news for the securities market. Having analysed the latest market situation, Drinking Co intended to sell the shares under the pledge and make an early repayment with the gains from such transactions. City Bank, however, disagreed with the proposal on the grounds that the debt under the loan agreement did not mature and this would cause liquidated damages to City Bank if Drinking Co insisted on the proposal. A dispute emerged between the two parties.
Required:
Answer the following questions in accordance with the Property Law of China, and give your reasons for your answers:
(a) state the date on which the right to pledge was established and the institution the pledge should be registered with;
(b) state the institution which the pledge should be registered with if TCL were a limited liability company;
(c) state whether City Bank was entitled to refuse the proposal of Drinking Co to sell the shares and make an early repayment.
In relation to the Contract Law of China:
(a) explain the term of specific performance;
(b) state TWO examples of subject matter of a contract that are deemed to be a form of non-monetary obligation;
(c) state THREE circumstances under which a party’s request for specific performance as a legal remedy will NOT be supported, even if the other party has breached the contract.
In relation to the Company Law of China:
(a) explain TWO forms of company merger;
(b) state the necessary steps to be taken by the parties involved in a company merger before the successful completion of the deal.
习某住某县农村，有一册邮票。外省的吴某欲购买该邮票，向习某发出表示愿以5000元购买的信函。习某接信后，认为可以卖给吴某，于是告知吴某，其委托住在县城的宋某邮寄该邮票。宋某从习某处拿到该邮票回到县城后，转手将该邮票卖给唐某，唐某在不知情的情况下以7000元购得此邮票。分析本案，下列关于本案中有关认定处理及提起诉讼事项的说法中，正确的是( )。
A.习某与吴某的合同已经订立
B.唐某取得该邮票不属于善意取得
C.吴某可以起诉宋某侵权
D.吴某可以根据《合同法》针对唐某购邮票行为提起撤销权诉讼
以下关于投资基金特点的说法中，正确的有( )。
A.集合理财，实现专业化投资
B.通过资产组合投资，以分散投资风险
C.基金的投资者，管理者和托管人收益共享，风险共担
D.基金操作权力与资金管理权力相互隔离
影响债券定价的因素有( )。
A.市场利率
B.票面利率
C.期限
D.到期时间
下列属于证券投资的非系统性风险的有( )。
A.变现风险
B.再投资风险
C.违约风险
D.破产风险
甲因急需用钱，以其价值15000元的相机作抵押，分别向乙借款6000元、向丙借款4000元。甲与乙于1月8日签订了相机抵押合同，双方未办理抵押物登记;甲与丙于1月9日签订了相机抵押合同，双方亦未办理抵押物登记。后因甲无力偿还借款，乙、丙行使抵押权，依法拍卖甲的相机，拍卖所得款9000元。下列关于乙、丙对相机拍卖所得款的分配方案中，正确的是( )。
A.乙分得5400元、丙分得3600元
B.乙分得6000元、丙分得3000元
C.乙分得4500元、丙分得4500元
D.乙分得5000元、丙分得4000元
赵某向张某借款，以自己的一台便携式电脑作为抵押，并在抵押合同中约定到期不清偿该便携式电脑即归张某所有，但未办理登记手续。对此，下列说法符合规定的是( )。
A.因该便携式电脑未办理登记，该抵押合同不生效
B.因约定流押条款，该抵押合同不生效
C.因约定流押条款，该抵押合同的流押条款无效，但该抵押合同有效
D.因约定流押条款，该抵押合同的流押条款无效，但该抵押合同的效力处于不确定状态
下列关于最高额抵押的表述中，正确的是( )。
A.最高额抵押权所担保的债权范围，包括抵押物因财产保全或执行程序被查封后发生的债权
B.最高额抵押担保的债权确定前，部分债权转让的，最高额抵押权随之转让
C.最高额抵押权设立前已经存在的债权，不得转入最高额抵押担保的范围
D.抵押权人实现最高额抵押权时，如果实际发生的债权余额高于最高限额的，以最高限额为限
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