问题 多项选择题

刘大山是诚信服装贸易有限公司的董事长兼总经理,2011年11月,刘大山以佳佳服装贸易有限责任公司的名义从国外进口了一批价值120万元的服装,而后其又将该批服装全部销售给了红云服装贸易有限公司,该批服装大受市场欢迎。诚信公司董事会得知此情后,提出如下主张,其中不符合法律规定的是:()

A.主张刘大山违背了董事的竞业禁止规定,该行为属于无效行为

B.要求刘大山取消该合同,将该批衣服的剩余部分改由诚信公司销售

C.主张刘大山因该批服装销售获得的利益20万元归公司所有

D.作出直接免除刘大山董事和经理的决议

答案

参考答案:A, B, D

解析:考查公司董事违法行为的法律责任承担。AB错误。法律依据为《公司法》第148条,其中第(5)项规定,禁止董事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,自营或者为他人经营与所任职公司同类的业务;……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。故刘大山的行为属于违法行为,但是红云公司为善意第三人,董事会物权主张该合同无效,并要求直接取消交易结果的说法同样是违背法律规定的。C选项正确。董事违背竞业禁止义务所得应归公司所有。D选项错误。董事会有权免除刘大山的总经理职务,但却无权免除刘大山的董事身份,该权利归属于公司股东会。法律依据为《公司法》第37条的规定。

阅读理解

D

Yesterday was our three-year anniversary. We didn’t do anything romantic: we just walked hand in hand and talked about our past and future. This was pretty much what I had expected.

  Andy is unromantic guy: no sweet words or roses. Smart as he is, he is a little bit shy expressing his love. However, I am an outspoken girl who likes to show her feelings directly. So needless to say, I often feel that is insensitive. I envy other girls who are surrounded by sweet words from their boyfriends.

  I was in this sullen mood until I heard a beautiful sentence one day: “If someone does not love you in the way you like, it does not mean that he does not love you.” This simple but sensible sentence made me think about our happy days and recall his deep concern for me.

  One cold winter night, I got a high fever. He hurried to my dorm and took me to the hospital. He was in such a hurry that he even forgot to wear socks. Upon arrival, he ran through the hospital handling all the formalities(手续). When I was put on a drip(输液), he told me interesting stories to make me happy. Being held in his warm arms and listening to his tender voice, I had never felt so safe and comfortable. Gradually, I felt asleep. When I woke up 15 minutes later, he was still whispering to me. He explained that if he had stopped talking I would have waken up. At that moment, I found love in his sparkling eyes.

  Another time, I had a bad quarrel with my best friend. Although I knew it was my fault, I refused to admit it. I was angry when he insisted I apologize to her. He said that it was difficult to admit a mistake, but this was what everyone should do. The next morning, I apologized to my friend and asked for her forgiveness.

  My unromantic boyfriend cares about my health like my father, understand me like my mother and helps me like my elder brother.

67. Why does the author envy other girls of her age?

A. Their boyfriends look more handsome.        B. Their boyfriends express love directly.

C. They win a lot of praise from colleagues.      D. They often receive roses.

68. The word “sullen” in Paragraph 3 can be best replaced by “          ”.

A. cheerful                      B. calm                     C. happy                  D. bad

69. The author mentioned her experience in hospital to show Andy           .

A. loves her greatly              B. is always careless      C. is sometimes shy       D. is good at telling stories

70. The writer writes the passage to tell us that           .

A. Andy is very outspoken                                B. Andy is a perfect husband

C. Andy has his own way to express love         D. Andy cares more about others

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