问题 问答题

A企业为国家授权投资的机构出资设立的国有独资有限责任公司。公司因无股东会,由董事会行使股东会的部分职权。董事会成员有4人,全部是国家投资的机构任命的干部,董事会决定董事长宁某兼任另一有限责任公司的总经理。该企业于2000年12月参与投资一子公司,该公司在深圳,为一有限责任公司。企业对此子公司投资1000万元,该子公司自有国有资产2000万元,加上公司投资全部资产为 3000万元。在某一大型投资活动中,该子公司投入资金2000万元,再加上从银行的贷款1000万元。由于投资决策失误,该子公司血本无回,全部亏损3000万元,被申请破产。 该子公司在上级主管部门申请下提出和解协议,要求进行整顿。在整顿期间,该子公司决定放弃原母公司对其的欠款50万元,并且将自己的一些设备无偿转让给母公司。债权人知道后向法院申报,要求终结该企业的整顿,宣告其破产。 问题:

该国有独资公司是否应对深圳子公司的全部债务承担连带责任为什么

答案

参考答案:不应承担连带责任,应以其1000万元出资为限承担责任。因为该子公司是独立的企业法人,依法应独立承担责任,国有独资公司作为股东承担有限责任。 根据《公司法》第13条的规定:"公司可以设立子公司,子公司具有企业法人资格,依法独立承担民事责任。"该国有独资公司与深圳子公司是两个相互独立的法人,它虽然可通过行使权利来决定子公司的经营方针、董事、经理的任免,但是子公司的经营活动是由该公司的董事、经理自行负责的。所以子公司应以其全部资产对其债务承担责任,该国有独资公司则以其对子公司的投资额为限承担责任。

阅读理解

The US government has started a website, Admongo, to help children think critically about the advertising aimed at them. It claims to provide visitors with an “aducation” through games and other entertainment.

A cartoon man dressed in old time pilot clothing greets visitors to Admongo. "Call me Haiz", he says upon arrival in a rocket ship that opens up with a crazy world inside it. Spacey dance music plays in the background as Haiz tells visitors that they need to learn about advertising.

Its inventors say eight to twelve years old is the age kids develop their critical thinking abilities. Kids that age are also a big market for advertisers.

The idea behind Admongo is to teach children three things: To identify the advertiser. To know what the advertiser is really saying. And to know what the advertisement is trying to get the child to do.

Children learn these things through a video game. They create their own game character. They can choose different skin colors, hair styles, eye and mouth shapes. Then they begin a trip through ad-land, where there are ads on buses and billboards. The players have to find all the marketing in the neighborhood before they can move on to the next level.

The Admongo game takes players inside a home, to the advertising studio and everywhere else ads can be found. It is a complete exploration of the world of marketing.

One such area is food marketing. The Federal Trade Commission(FTC) says it is a big business. The FTC estimates that food, drink and fast-food restaurants spent more than one and a half billion dollars on advertising to young people in 2009.

The FTC says children are important for three reasons. They buy products. They influence parents and caregivers to buy. And they are the future adult buyers of the products.

A recent study says most advertising aimed at children is for foods of the lowest nutritional value. First Lady Michelle Obama has said she would like to see advertisers marketing healthy foods for children.

小题1:What is the best title of the text?

A.The guide of Admongo

B.An education website for children

C.A popular online video game

D.A website aimed at children小题2:Why did the government start the website?

A.To attract the biggest market of buyers.

B.To sell the products of its company.

C.To help children know about advertising.

D.To advertise the video game for children.小题3:What can players do in the website game?

A.Choose hair styles for their character.

B.Travel to a supermarket.

C.Eat in a fast-food restaurant.

D.Play video games during the trip.小题4:Children are important for advertising because they are        .

A.important for the society

B.the most potential buyers

C.easily influenced by ads

D.easily affected by poor products小题5:According to Michelle Obama, lots of food advertised for children are ________.

A.healthy

B.of high nutrition

C.yummy

D.of low quality

单项选择题