问题 单项选择题

《公司法》规定,公司成立后,发起人一般不得退股、不得抽回股本。但在下列哪项情形下,发起人可以抽回股本

A.募股期限届满时,发起人已缴足股款,但其社会公众股只占公司股份总额的65%

B.发起人在发行的股款全部缴足后,因事务繁忙,共同决议将创立大会定在30日后召开

C.由于受国家政策变化的影响,发起人决定召开创立大会时宣布不设立公司

D.发起人在缴足股款后,得知由某证券经营机构包销的社会公众股只募足应募股份的50%

答案

参考答案:B

解析:[考点] 发起人不得抽回股本的例外 《公司法》第92条:发起人、认股人缴纳股款或者交付抵作股款的出资后,除未按期募足股份、发起人未按期召开创立大会或者创立大会决议不设立公司的情形外,不得抽回其股本。可见,在三种情形下,发起人可以抽回股本:一是募股期届满,而股份尚未募足的;二是股款缴足后30天内未召开创立大会的;三是创立大会决定不设立公司的。本例中,只有选项B符合上述情形。选项A中,因发起人认购的股本数额不得少于公司拟发行股本总额的35%,其向社会公众募集的股份数额最多只能占公司股本总额的65%。选项D中,因包销的证券经营机构在募股期满后,会将未售出股票全部买下,因而选项A、D两种情形,募股期届满时,股份是募足的,因而发起人在这种状况下不得抽回股本。而C项是违法的,是否设立公司应当由创立大会作出决议,发起人并不能独立决定,可参见《公司法》第91条。

阅读理解

Jean is a bright young woman who comes from a rich and famous family. She goes to a good university and has everything that money can buy. Well, almost everything. The problem is that the people in Jean’s family are so busy that they can hardly find time to be with her. In fact, Jean is quite lonely.

So Jean spends a lot of time on her QQ. She likes being anonymous(匿名), talking to people who do not know about her famous family and her rich life. She uses the name Linda on QQ and has made a lot of friends who she keeps in touch with quite often.

Last year Jean made a very special friend on QQ. His name was David and lived in San Francisco. David was full of stories and jokes. He and Jean had a common(共同的) interest in rock music and modern dance. So it always took them hours to talk happily on QQ and sometimes they even forgot their time. Of course, they wanted to know more about each other. David sent a picture of himself: He was a tall, good-looking young man with a big, happy smile. As time went by, they became good friends and often sent cards and small things to each other.

When Jean’s father told her that he was going on a business trip to San Francisco, she asked him to let her go with him so that she could give David a surprise for his birthday. She would take him the latest DVD of their favorite rock singer. But when she knocked on David’s door in San Francisco, she found that her special friend was a twelve-year-old boy named Jim!

小题1:Jean spends a lot of her time on QQ because she is _________.

A.rich

B.famous

C.young

D.lonely小题2:Jean thought “David” was special because he _________.

A.made her quite happy on QQ

B.was from San Francisco

C.sent her a picture of himself

D.was tall and good-looking小题3:When Jean and “David” met and introduced themselves to each other, who felt surprised?

A.“David”.

B.Both “David” and Jean.

C.Jean.

D.Neither “David” nor Jean.小题4:What’s the main idea of the passage?

A.Don’t believe those you get to know on QQ so easily.

B.People don’t use their real names on QQ so often.

C.Don’t go to meet those you get to know on QQ.

D.People should tell their real names to others on QQ.

解答题