问题 多项选择题

张三、李四、王五三人于2006年2月设立了甲有限责任公司(以下简称甲公司),公司注册资本100万元,张三用货币出资,李四用一辆汽车出资,王五用房屋所有权出资。甲公司组织机构中,张三任董事长兼总经理,王五任监事。经甲公司股东会同意,张三将该公司一辆汽车出售给自己。另外,张三利用自己的职务之便多次将甲公司的资金挪用于个人炒股而赚了10万元。王五发现张三的上述行为后多次提醒张三,张三置之不理,王五无奈,欲将其在甲公司中的全部股权转让给周某。王五将拟转让股权的情况书面通知张三和李四,李四表示同意,张三自接到书面通知之日起过了45天也没有答复。当王五要与周某签订股权转让协议时,张三主张其也要购买该股权,但出价比周某低。此时,李四因个人与银行的债务纠纷,法院判决执行其在甲公司中的股权。分析该案例,回答下列问题;

(2008,76)关于张三的行为,下列表述中正确的是( )。

A.张三将甲公司的汽车卖给自己的行为,已经公司股东会同意,是合法行为

B.张三将甲公司的汽车卖给自己的行为,属于自我交易行为,即使股东会同意,也是违法行为

C.张三挪用甲公司资金用作个人炒股的行为是违法行为

D.张三应将挪用甲公司的资金依法交回甲公司,10万元炒股盈利应归其个人所有

答案

参考答案:A,C

解析:【真题解析】本题考点是董事的违法行为。我国《公司法》第149条规定:“董事、高级管理人员不得有下列行为:(一)挪用公司资金;(二)将公司资金以其个人名义或者以其他个人名义开立账户存储;(三)违反公司章程的规定,未经股东会、股东大会或者董事会同意,将公司资金借贷给他人或者以公司财产为他人提供担保;(四)违反公司章程的规定或者未经股东会、股东大会同意,与本公司订立合同或者进行交易;(五)未经股东会或者股东大会同意,利用职务便利为自己或者他人谋取属于公司的商业机会,自菅或者为他人经营与所任职公司同类的业务;(六)接受他人与公司交易的佣金归为己有;(七)擅自披露公司秘密;(八)违反对公司忠实义务的其他行为。董事、高级管理人员违反前款规定所得的收入应当归公司所有。”本题中,张三同公司的交易行为,获得股东会,批准后,是合法的,因为本质上法律是为了防止公司利益的受损,但现在股东会同意后,法律就没有必要再设置障碍。至于张三挪用公司资金炒股的行为,已经涉嫌触犯刑法挪用资金罪,即使未达到犯罪程度,也是违法行为。根据《公司法》规定,张三盈利的10 77元也应该归公司所有。即我们所说的公司法上的归 * * 。所以,本题正确答案是AC。

阅读理解

Stephen would take my literature lesson. After we introduced ourselves to each other, we talked about what the class would cover and all the things he would learn. It was a course in which he would learn a lot of facts and details in one term. As I talked, I saw Stephen’s eyes getting big with fear.

I told him to do his assignments (作业) and hand them in on time. I also told him that most successful students made a calendar of all the assignments so they could plan their work load.

As the fall term went by, I learned more of Stephen’s story. He had struggled in school. It had taken him longer to finish than most young people. Family members, including his mother, kept reminding him that he was a failure. But he kept at it. He told me that before coming to our school, no one had believed he had much potential (潜力).

Stephen didn’t become an “A” student. His name didn’t appear on any honors list. One reason was that he never did real well on tests. Still, he managed to pass most of his courses by being in class every day, turning in all of his assignments on time and breaking down his studying into bite-sized digestible portions (易理解的部分). By passing course after course he began to gain a measure of self-esteem (自尊). He was a great singer and he was on the school’s cross-country team.

Every time I saw him at school he would say, “One bite at a time.” His secret, he said, was that he was practicing what I taught him before classes ever started: “Take it one bite at a time.”

On graduation day, he said with a bright smile, “One bite at a time.”

65. Before Stephen began his class, _____.

A. the author had known him for a long time

B. the author told him something about his lessons

C. he was confident about his studies

D. he made a study plan

66. From the passage we can know that Stephen’s family _____.

A. kept encouraging him to continue his studies

B. thought he had much potential to study well

C. didn’t think he would do well at school

D. thought it would take him more time to study than others

67. What do we know about Stephen?

A. He was honored for his good results.    

B. He didn’t do anything except study.

C. He only broke down his literature lesson into bite-sized portions.

D. He tried his best to pass his courses.

68. Which of the following can best describe Stephen’s story?

A. Nothing is difficult to a willing heart.

B. A friend in need is a friend indeed.

C. Well begun, half done.

D. Failure is the mother of success.

单项选择题