[辅助学习资料]ACCA考试复习文档(中国)

In relation to the Enterprise Bankruptcy Law
The parties entitled to file a bankruptcy application with the court：creditors，the persons in charge of enterprise liquidation and thedebtor being unable to settle the debts due
The time limitation for the court to accept the bankruptcy application and the time limitation of the service of the court order
The rules dealing with and preserving the assets of bankruptenterprise upon the acceptance of a bankruptcy application by thecourt，as well as the ways to deal with the contracts concluded beforethe acceptance of a bankruptcy application
The rules as to the pending litigation or arbitration proceedingsupon the acceptance of a bankruptcy application by the court and theexclusive jurisdiction of the court accepting the bankruptcy application
The debtor‘s assets and the various measures to be taken by abankruptcy administrator in the situation where the debtor dealt withassets in a way against the law and damaging the interests of creditors
The coverage of bankruptcy expenses and community liabilities，as well as their order of settlement in the process of liquidation
The creditor’s right and the declaration of the creditor‘sright，especially the rules as to the declaration of the joint andseveral creditors
The application of bankruptcy compromise and the approval of thecompromise agreement，as well as the legal effect of the compromiseagreement upon the guarantor of its debtor and other joint and severaldebtors.
On 27 October 2005，the Standing Committee of the Tenth NationalPeople’s Congress of the People‘s Republic of China adopted the revisedCompany Law and the revised Securities Law.They are examinablelegislation.The English versions of these two laws are on the ACCAwebsite at：
It should be noted that several substantive revisions have takenplace and several substantive rules have been established in these twolaws.Beside other provisions，the examiner requests that candidates paymore attention to the following points and understand the differencesbetween the revised Company Law and Securities Law and their previousversions.

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.