2010注冊會(huì)計(jì)師《經(jīng)濟(jì)法》沖刺實(shí)驗(yàn)?zāi)�擬試題(5)

　　(11)甲公司與丁公司的合并達(dá)到經(jīng)營者集中申報(bào)標(biāo)準(zhǔn)。根據(jù)規(guī)定，參與集中的所有經(jīng)營者上一會(huì)計(jì)年度在中國境內(nèi)的營業(yè)額合計(jì)超過20億元人民幣，并且其中至少兩個(gè)經(jīng)營者上一會(huì)計(jì)年度在中國境內(nèi)的營業(yè)額均超過4億元人民幣，應(yīng)當(dāng)事先申報(bào)。本題中，上一會(huì)計(jì)年度甲公司與丁公司的營業(yè)額合計(jì)超過20億元人民幣，且雙方營業(yè)額均超過4億元人民幣。

　　(12)王某等投資者要求的索賠項(xiàng)目不符合規(guī)定。根據(jù)規(guī)定，虛假陳述行為人在證券交易市場承擔(dān)民事賠償責(zé)任的范圍，以投資人因虛假陳述而實(shí)際發(fā)生的損失為限。投資人實(shí)際損失包括：投資差額損失;投資差額損失部分的傭金和印花稅。

　　(1)① Return rate of net assets is fulfilled the issuing conditions. According to the regulation, one of the conditions that listed company issuing convertible bonds is that the weighted average return rate of net assets in three recent accounting years is no less than 6%. Compared to the net profit which has deduct recurrent P&L and net profit with no deduction, the smaller is the basic calculation of return rate of net assets. In the case, Company plans to issue convertible bonds in 2010. The return rate of net asset of 2009, 2008 and 2007 are 8.8% [(4480-342)/47250], 8.2% (3115/38165), 9.4 [(3120-65)/32550], and the average is no less than 6%.

　�、� The balance of accumulated bonds doesn't fulfilled the issuing conditions. According to the regulation, one of the conditions that listed company issuing convertible bonds is that the balance of accumulated bonds after issuing is no less than 40% of the recent ending balance of net assets. In the case, the outstanding bonds of company Jia is 5000 ten thousands Yuan, the amount of planning bonds is 1400 ten thousands Yuan, the balance of accumulated bonds after issuing is 19000 ten thousands Yuan, the recent ending balance of net assets is 47250 ten thousands Yuan, and the balance of accumulated bonds is exceeded 40% of net assets (47250×40%=18900), (another calculation is 47250×40%-5000=13900, this is the amount can be issued, and 14000 is more than this, so it is impractical)

　�、� The average allocable profits is fulfilled the condition. According to the regulation, one of the conditions that listed company issuing convertible bonds is that the recent three years' average allocable profits is no less than bonds interest per year. In this case, the amount of recent three years' average allocable profits is 836 [(1030+810+670)/3, it is more than the interest (14000×3.2%=448)[Hint] There is no need to consider the interest 500, the interest is from the issuing this time.

　　(2)①The due time of convertible bonds is in line with the regulations. According to the law, the shortest due time is one year, and the longest is six years. In this case, Company Jia's board of directors is planning to issue four-year convertible bonds, and it is legal.

　　②The due time of shares converted from convertible bonds is against the regulations. According to the law, the convertible bonds can be converted to shares after 6 months from the issuing date. In this case, Company Jia planed to convert the convertible bonds to shares after 3 months from the issuing date, less than 6 months.

　　(3)①The conversion price is against the regulations. According to the law, if Company A wants to issue convertible bonds, the conversion price shouldn't lower than the average price during the 20 days before announcing the instructions and the average price one day before.

　�、贜ot adjusting the conversion price is against the law. According to the regulations, the conversion price should be adjusted as the changes because of rationed shares, further issue, stock bonus, distributions, dismantlement and other reasons.

　　(4) ①Company Jia should provide the guarantee when issuing the convertible bonds. According to the regulations, companies should provide the guarantee when issuing the convertible bonds, except that the audited net asset in the nearest period is less than 1.5 billion Yuan. In this case, Company Jia's audited net asset in the nearest period is 472500000 Yuan, less than 1.5 billion Yuan.

　�、赥he type of guarantee and guarantor are against the law. First of all, according to the regulation, public issuing of convertible bonds to ensure the security with a promise, it shall be the liability guarantee. In the case, company Jia's guarantor of security is in the form of a general guarantee. Secondly, according to the regulation, Security Company or listed company shall not issue convertible bonds as a guarantor, except for listed commercial banks. In the case, the Security Company shall not act as guarantors.

　　(5) ①The share proportion of the first investment is against the law. According to the regulations, the share proportion of the first investment shouldn't be less than 10% of the issued shares. In this case, it shouldn't be less than 26000000. ②The shares aren't converted within one year. That is against the law. According to the regulations, the class A shares of listed company shouldn't be converted within 3 years.

　　(6) ①Credit and debt are inherited by the former shareholders is not fulfilled the condition. According to regulations, purchase of assets in cash to merger, and absorption in cash to buy the absorbed company's total assets, including all the credit and liabilities. ②According to the progress of the merger to notice the creditors that it does not meet the requirements. According to regulations, the company shall from the date of the merger resolution, notify the creditor within 10 days, and 30 days notice in the newspaper.

　　(7) Zhang requested the interim report of the independent directors to announce their opposition is compliance with the regulation. According to regulations, except upon exercise of special powers, the independent directors should have some independent opinion when listed companies may damage the interests of minority. If the matters are to be disclosed, listed companies should have the independent directors' opinion to be announced.

　　(8) The behavior that Li bought the stock of Company Jia is insider trading. According to regulations, the insider information informed staff including the staff that can get the inside information using its position. Insider trading information staff does not purchase securities, nor recommend others to buy and sell securities, but he leaks the inside information to others, and receiver of the insider buy or sale securities, it is also a manner of insider transactions.

　　(9) Company D's board of directors instructed its two subsidiaries does not compliance with the regulation. According to regulations, through the stock exchange positions, investors and their Persons Acting has interests in the shares of a listed company to issue shares of 5% should be in the fact that within 3 days from the date of occurrence of changes in equity to prepare report to the China Securities Regulatory Commission, Stock Exchange submitted a written report, copy to the location of the listed company CSRC agency, notify the listed company, and to have the announcement. Company D's two subsidiaries are concerted action people, for a total purchase of a company's stock 800 × 2 million shares, more than a 5% of company's issued shares (26000 × 5% = 1300), Company D should be notified.

　　(10) Company A released information on the new form of fertilizer is the legal misrepresentation. According to regulations, constitute a legal misrepresentation should be made a false statement is a major event, at the same time, misrepresentation and damage to investors a causal relationship between the results. In the case, the merger is a major event, investors invest in direct association with the false statements of a company's stock; investors after the implementation of the misrepresentation, to disclose before the date of purchase of the securities; investors to expose the false statement after, due to the continued holding of the securities resulting in a loss.

　　(11) A merger between Company Jia and Ding reach the reporting standards of operators. According to regulations, all operators participating in fiscal year the total revenue in China more than 2 billion Yuan, and at least two operators of the previous fiscal year, the revenue in China are more than 400 million Yuan, should be declared in advance. In the case, the previous fiscal year Company Jia and Ding’s total revenue is more than 2 billion Yuan, and each of them is more than 400 million Yuan.

　　(12) Wang and other investors, the project does not meet requirements of the provisions of the claim. According to regulations, the perpetrator of false statements in the securities market scope of civil liability to investors by misrepresentation is limited to actual losses. Investors, including actual losses: the difference between the loss of investment; investment loss of part of the difference between the commission and stamp duty.

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