问题 问答题 案例分析题

甲乙丙三个公司和自然人丁共同投资设立了黑水房地产有限公司。经过四个股东协商并决定,公司机构由下列人员组成:甲公司委派李某担任公司的董事长,乙公司委派周某担任公司副董事长兼公司法定代表人,丙公司委派洪某担任公司董事兼任公司监事。公司经过招聘,聘任吴某担任公司董事并经股东会表决通过,聘任徐某担任公司总经理。丁不在公司机构中担任任何职务。黑水房地产公司在经营中发生下列情形:

(1)丁与戊合资设立了白水房地产有限公司,丁担任该公司的总经理。

(2)未经公司同意,吴某按照市场价格向公司购买了一套商品房用于自住。

(3)未经公司同意,周某代表公司与长河水泥厂签订了借款合同,出借人民币300万元给水泥厂。

(4)黑水公司与其他公司共同投资设立了黄海房地产有限公司,公司股东会表决同意委派李某担任黄海房地产公司的董事长。

(5)由于工作需要,公司委派洪某到南方城市推销商品房,为了经营方便,公司将20万元的经营费用存入洪某开立的账户上。

结合上述案例,分析下列问题:

黑水房地产有限公司机构人员组成中哪些决定是符合《公司法》规定的?哪些是不合法的?如果是不合法的,请说明理由。

答案

参考答案:

甲公司委派李某担任公司的董事长,乙公司委派周某担任公司副董事长是正确的,公司经过招聘,聘任吴某担任公司董事是正确的,董事长、副董事长的产生办法由公司章程规定;

董事会成员应由股东会选举产生,委派是不合法的;

依据《公司法》第13条规定:公司法定代表人依照公司章程的规定,由董事长、执行董事或者经理担任。周某是副董事长担任法定代表人是不正确的;

本公司的董事、经理及财务负责人不得兼任监事,洪某担任公司董事兼任公司监事是不正确的;

董事会决定聘任或者解聘公司经理及其报酬事项,股东会表决通过,聘任徐某担任公司总经理是不正确的。

阅读理解

A father was sitting at his desk and looking at his bills when his young son rushed in and said, “Dad, because today is your birthday and you’re 40 years old, I’m going to give you 40 kisses, one for each year!” When the boy started kissing, the father shouted, “Oh, Andrew, don’t do it now. I’m too busy!”

The boy soon became silent as tears fell down from his big blue eyes. Feeling sorry, the father said, “You can finish the kisses later .”

The boy said nothing but quietly walked away. That evening the father said, “Come and finish the kisses now, Andrew!” But the boy didn’t.

Unfortunately, a few days later, the boy had an accident and died. His sad father wrote,“If only I could tell him how sorry I am for my thoughtless words, and how much my heart is hurting.”

Love is a two-way street. We must warmly accept any loving act, or others will take it as a “No” and it may leave a scar(伤痕). If we don’t receive love, our life will lose its true meaning.

Any loving act must be warmly accepted, or it will be taken as rejection and can leave a scar. If we are too busy to give and receive love, we are too silly! Nothing is more important than accepting love from those who are and dear to us.

根据短文内容,选择最佳答案。(共5小题,每小题2分,满分10分)

小题1:On his father’s birthday, the boy wanted to      .

A.help his father write the bills.

B.give kisses to his father.

C.buy a gift for his father.

D.talk with his father.小题2:The boy felt      when his father refused him.

A.sad

B.puzzled

C.excited

D.happy小题3:A few days later, the boy     .

A.went back to school.

B.was hurt in an accident

C.was killed in an accident

D.was angry with his father小题4:Which of the following is NOT true?

A.Andrew’s father was busy looking at his bills on his birthday.

B.Andrew was killed in an accident on his father’s birthday.

C.Andrew’s father asked him to give him the kisses later.

D.Andrew’s father felt sorry after the accident happened.小题5:We can know from the passage that       .

A.love keeps one busy all the time.

B.love can make people happy and unhappy.

C.it is important to love people around us

D.we should learn to give and receive love

单项选择题