This question requires candidates to explain a pre-contractual liability, distinguish between this and liability for breach of contract and state the conduct of a party that will result in pre-contractual liability under the Contract Law of China.
(a) Pre-contractual liability refers to the liability incurred by a party’s conduct, as prescribed in the Contract Law, which causes a loss or damages to the other party during the process of negotiating a contract but the contract is finally not concluded.
The major difference between the pre-contractual liability and the liability for breach of contract is: under the pre-contractual liability there is no contract by the two parties who have negotiated to conclude a contract; while under the liability for breach of contract an effective contract has been concluded but one of the parties breaches it. Under pre-contractual liability the form of liability is compensation for loss while under liability for breach of contract the form of liability includes specific performance, liquidated damages and damages.
(b) In accordance with Article 42 of the Contract Law, a party with the following conduct in negotiating a contract shall be liable for the losses caused to the other party:
(i) under the pretext of concluding a contract, to negotiate in bad faith;
(ii) deliberate concealment of the important facts relating to concluding a contract or providing false information;
(iii) other conduct in violation of the principle of good faith.
In relation to the Company Law of China:
(a) state the composition of the board of directors of a general limited liability company;
(b) state the composition of the board of directors of a limited liability company that is incorporated by two or more state-owned enterprises;
(c) state the way to deal with the situation where the number of directors is less than a quorum due to various causes and the re-election has not been completed.
In relation to the Enterprise Bankruptcy Law of China:
(a) explain the term rectification;
(b) state the legal effect of rectification on the right of guarantee during the period of rectification.
6 In relation to the Securities Law of China:
(a) explain a takeover by offer of a listed company;
(b) explain what happens after the expiration of the duration of the takeover by offer.
In relation to the Securities Law of China:
(a) explain a takeover by offer of a listed company;
(b) explain what happens after the expiration of the duration of the takeover by offer.
下列属于项目投资决策评价动态指标的有( )。
A.净现值
B.年金净流量
C.现值指数
D.内含收益率
某公司正在开会讨论投产一种新产品，对以下收支发生争论，你认为不应列入该项目评价的现金流量有( )。
A.新产品投产需要增加营运资金80万元
B.新产品项目利用公司现有未充分利用的厂房，如将该厂房出租可获收益200万元，但公司规定不得将厂房出租
C.新产品销售会使本公司同类产品减少收益100万元(如果本公司不经营此产品，竞争对手也会推出新产品)
D.新产品项目需要购置设备的运输、安装、调试等支出15万元
下列属于证券资产的特点的有( )。
A.价值虚拟性
B.可分割性
C.持有目的多元性
D.不可分割性
下列各项中，属于附条件的法律行为的是( )。
A.老王与老李约定，如果明天太阳从西边升起，就送给其一辆汽车
B.甲公司与老李约定，若老李能窃取到乙公司的政府采购项目投标书，则向其支付人民币10万元
C.老李与某医院约定，等自己去世时将遗体捐献
D.老李与儿子约定，如果期末考试能考双百，就带他去上海迪斯尼乐园
甲、乙双方约定，由丙每月代乙向甲偿还债务500元，期限2年;丙履行5个月后，以自己并不对甲负有债务为由拒绝继续履行。根据合同法律制度的规定，甲有权要求( )。
A.乙承担违约责任
B.丙承担违约责任
C.乙、丙连带承担违约责任
D.乙、丙按份承担违约责任
根据合同法律制度的规定，下列各项中，应当承担缔约过失责任的是( )。
A.丙未按时履行支付租金的义务
B.丁驾驶机动车违反交通规则撞伤行人
C.甲假借订立合同，恶意与乙进行磋商
D.戊辞职后违反竞业禁止约定从事同业竞争
Dalie Limited Liability Co (Dalie Co) applied to the people’s court for bankruptcy due to its poor business operations.
On 30 April 2012, the people’s court rendered an order to accept the bankruptcy application and designated a bankruptcy administrator. At this moment, Dalie Co faced the following key financial matters:
(i) Construction Company had brought a lawsuit against Dalie Co for its delay to pay the construction price due, but the case was still pending for trial;
(ii) Dalie Co owed a loan totalling RMB 20 million yuan to Industry Bank, of which RMB 12 million yuan was secured by a guarantee agreement on the buildings of Dalie Co;
(iii) Dalie Co had provided a guarantee to Merchant Bank for a loan of RMB 10 million yuan borrowed by Jiqing Company. The loan has matured but Jiqing Company failed to repay the principal and interest.
Required:
Answer the following questions in accordance with the Enterprise Bankruptcy Law of China, and give your reasons for your answers:
(a) state how to deal with the pending disputes between Construction Company and Dalie Co;
(b) state how to deal with the loan of RMB 20 million yuan owed to Industry Bank;
(c) state whether Merchant Bank was entitled to declare the credit and join the bankruptcy procedure.
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