问题 单项选择题

根据《公司法》,以下说法正确的是 ( )

A.公司合并和分立都应当编制资产负债表和财产清单

B.公司合并和分立都应当自作出决议之日起10日内通知债权人,并于30日内在报纸上至少公告三次

C.公司合并或分立,债权人自接到通知书之日起30日内,未接到通知书的自公告之日起45日内,可以要求公司清偿债务或者提供相应担保

D.公司不清偿债务或者不提供相应担保的,公司不得合并或分立

答案

参考答案:A

解析:[考点] 公司的合并和分立
《公司法》第174条规定:“公司合并,应当由合并各方签订合并协议,并编制资产负债表及财产清单。公司应当自作出合并决议之日起十日内通知债权人,并于三十日内在报纸上公告。债权人自接到通知书之日起三十日内,未接到通知书的自公告之日起四十五日内,可以要求公司清偿债务或者提供相应的担保”。第176条规定:“公司分立,其财产作相应的分割。公司分立,应当编制资产负债表及财产清单。公司应当自作出分立决议之日起十日内通知债权人,并于三十日内在报纸上公告。”
根据这两条规定可知,公司合并和分立都应当编制资产负债表及财产清单,所以A选项正确。公司自作出决议之日起10日内通知债权人,并于30日在报纸上公告,《公司法》修订前要求至少公告3次,修订后将该限制删去,所以B选项不正确。公司合并的,债权人自接到通知书之日起30日内,未接到通知书的自公告之日起45日内,可以要求公司清偿债务或者提供相应担保,但是公司分立的,债权人无权要求公司在债务到期前清偿债务或者提供担保,所以C选项不正确。提示:《公司法》修订前对公司分立和公司合并的规定相同,但是《公司法》修订后仅规定了公司合并的,债权人可以要求公司清偿债务或者提供担保,公司分立的,未规定债权人要求提前清偿债务或者提供担保的权利。
《公司法》修订前规定公司不清偿债务或者不提供相应担保的,公司不得分立或者合并,《公司法》修订后将该限制删去,所以 D选项不正确。

阅读理解

Among all the fast growing science and technology, the research of human genes(基因), or biological engineering as people call it, is drawing more and more attention now. Sometimes it is a hot topic discussed by people.

The greatest thing that gene technology can do is to cure serious diseases that doctors at present can almost do nothing with, such as cancer and heart disease. Every year, millions of people are murdered by these two killers. And to date, doctors have not found an effective way to cure them. But if the gene technology is applied(应用), not only these two diseases can be cured completely, bringing happiness and more living days to the patients, but also the great amount of money people spend on curing their diseases can be saved, therefore it benefits the economy as well. In addition, human life span(寿命) can be prolonged.

Gene technology can help people to give birth to more healthy and clever children. Some families, with the English imperial family being a good example, have hereditary diseases. This means their children will for sure have the family disease, which is a great trouble for these families. In the past, doctors could do nothing about hereditary diseases. But gene technology can solve this problem perfectly. The scientists just need to find the wrong gene and correct it and a healthy child will be born.

Some people are worrying that the gene research can be used to manufacture (produce) human beings in large quantities. In the past few years, scientists have succeeded in cloning a sheep; therefore these people predict that human babies would soon be cloned. But I believe cloned babies will not come out in large quantities, for most couples in the world can have babies in very normal way. Of course, the governments must take care to control gene technology.

小题1:What does “these two killers” in the second paragraph refer to?

A.Gene technology and another treatment of the two diseases.

B.The two murderers who killed the cloned baby

C.The two diseases of cancer and heart disease

D.Hereditary diseases and cancer小题2:What’s the main idea of the third paragraph?

A.How gene technology can be applied to cure family diseases.

B.Gene technology can be used to clone human babies.

C.Gene technology can help people to give birth to a baby.

D.Gene technology can help the English imperial family out小题3:What is the main purpose of writing this passage?

A.Expressing the writer’s idea that gene technology will benefit people

B.Telling people the advantages of gene technology

C.Telling the readers that gene technology will not benefit people

D.Explaining that gene technology will also do harm to the humanity小题4:Which of the following worries people by using this technology?

A.Scientists have already successfully cloned sheep.

B.Most couple will normally give birth to babies.

C.A good number of babies will be cloned

D.The government will take action to control it.

单项选择题