问题 问答题

(2004年) 三、  案情:甲公司与龙某签订一投资合同,约定:双方各出资200万元,设立乙有限责任公司;甲公司以其土地使用权出资,龙某以现金和专利技术出资(双方出资物已经验资);龙某任董事长兼总经理;公司亏损按出资比例分担。双方拟定的公司章程未对如何承担公司亏损作出规定,其他内容与投资合同内容一致。乙公司经工商登记后,在甲公司用以出资的土地上生产经营,但甲公司未将土地使用权过户到乙公司。  2000年3月,乙公司向丙银行借款200万元,甲公司以自己名义用上述土地使用权作抵押担保。同年4月,甲公司提出退出乙公司,龙某书面表示同意。2003年8月,法院判决乙公司偿还丙银行上述货款本息共240万元,并判决甲公司承担连带清偿责任。此时,乙公司已资不抵债,净亏损180万元。另查明,龙某在公司成立后将120万元注册资金转出,替朋友偿还债务。  基于上述情况,丙银行在执行过程中要求甲公司和龙某对乙公司债务承担责任。甲公司认为,自己为担保行为时,土地属乙公司所有,故其抵押行为应无效,且甲公司已于货款后1个月退出了乙公司,因此,其对240万元贷款本息不应承担责任;另外乙公司注册资金中的120万元被龙某占用,龙某应退出120万元的一半给甲公司。龙某则认为,乙公司成立时甲公司投资不到位,故乙公司成立无效,乙公司的亏损应由甲公司按投资合同约定承担一半。  问题:

(2004年)甲公司认为其已退出乙公司的主张能否成立?为什么?

答案

参考答案:不能。股东在公司登记后,不得抽回投资。

选择题
阅读理解

The dirty, homeless man sat on the pavement, staring at the stones. He thought back more than twenty years to when he was a boy living in a small red brick house on this very street. He recalled the flower garden, the swing his dad made, and the bike he had saved up for months to buy.

The man shrugged impatiently, for the brightness of those pictures hurt him, and his memory traveled on another ten years. He had a job by then, plenty of friends and started to come home less. He did not really want to remember those years, nor the day when, because of debts, he had gone home planning to ask for money. He felt embarrassed, but he knew exactly where his dad kept the money. When his parents stepped out of the room, he took what he wanted and left.

That was the last time he had seen them. Ashamed, he went abroad, and his parents knew nothing about the years of wandering or time in prison. But locked in his cell he often thought of home. Once free, he would love to see his parents again, if they were still alive, and still wanted to see him.

When his prison time was up, he found a job, but couldn’t settle. Something was drawing him home. He did not want to arrive penniless, so he hitchhiked most of the long journey back. But less than a mile from his destination he started to feel sick with doubt. Could they ever accept this man who had so bitterly disappointed them?

He spent most of that day sitting under a tree. That evening he posted a letter which, although short, had taken him hours to write. It ended with:

I know it is unreasonable of me to suppose you want to see me ... so it’s up to you. I’ll come early Thursday morning. If you want me home, hang a white handkerchief in the window of my old bedroom. If it’s there, I’ll come in; if not, I’ll wave good-bye and go.

And now it was Thursday morning and he was sitting on the pavement at the end of the street. Finally he got up and walked slowly toward the old house. He drew a long breath and looked.

His parents were taking no risks. ________________________________________

The man threw his head back, gave a cry of relief and ran straight through the open front door.

小题1:Why did the man shrug impatiently (paragraph 2) while he was thinking of his childhood?

A.The thoughts made him angry.

B.He felt he had wasted time.

C.He was anxious to go home.

D.The sweet memory caused him much pain.小题2:Why did it take him hours to write the letter?

A.He doubted if his parents still lived in that house.

B.He had much news to tell his parents.

C.He felt ashamed to ask for forgiveness.

D.He was longing to return home and felt excited.小题3:In what order did the following events take place?

a. He took the money from his parents.

b. He bought a bicycle with his savings.

c. He was sentenced to prison.

d. He wrote the letter home.

e. He sat on the pavement.

f. He hitchhiked back home.

A.b, a, c, d, e, f

B.b, a, c, f, d, e

C.a, c, b, d, f, a

D.a, d, b, c, e, f小题4:Which of the following best fits into paragraph 8?

A.Every inch of the house was covered in white. Sheets, pillowcases and table clothes had been placed on every window and door, making it look like a snow house.

B.The house before him was just as he remembered: the red bricks, the brown door and nothing else.

C.A colorful blanket was over the front door. On it, in large letters, was written, “Welcome home, son”.

D.A police car was parked in the drive way, and two officers stood at the front door.小题5:The best title of the passage is _______.

A.Sweet Memory

B.White Handkerchief

C.Abandoned Son

D.Leaving Home