问题 多项选择题

李某、王某、钱某、孙某和郑某五人出资设立了一家有限责任公司,出资比例分别是 25%、30%、20%、15%、10%。公司的注册资本是10万元,王某担任公司的董事长。公司章程规定:股东按照出资比例行使表决权,监事会成员为3人。公司章程还对股东的权利义务、公司的经营范围、股权转让、公司的住所以及股东的出资方式等一系列事项作出了规定。根据上述事例,请回答下列问题。

假如钱某和孙某改变了主意,同意郑某将股权转让给易某。请问下列说法中正确的是:

A.在同等条件下,孙某和钱某对郑某的股权都享有优先购买权

B.孙某、钱某都主张行使优先购买权的,应当首先进行协商以确定各自的购买比例

C.孙某、钱某都主张行使优先购买权的,应当首先按照公司章程的相关规定处理

D.如果孙某、钱某协商确定各自的购买比例不成的,应当平均行使优先购买权

答案

参考答案:A,C

解析:理由:《公司法》第72条第3款和第4款规定:“经股东同意转让的股权,在同等条件下,其他股东有优先购买权。两个以上股东主张行使优先购买权的,协商确定各自的购买比例;协商不成的,按照转让时各自的出资比例行使优先购买权。公司章程对股权转让另有规定的,从其规定。”本题中,在公司章程已经对股权转让作出了规定的情况下,两名股东均主张行使优先购买权就应当首先按照公司章程的相关规定处理,而不是首先进行协商以确定各自的购买比例。同时,如果按照公司章程的规定还是无法处理两名股东的争议,才应当进行协商;假如协商也不成,就应当按照转让时各自的出资比例行使优先购买权,而不是平均行使优先购买权。所以正确答案是选项AC。

阅读理解

阅读理解。

     In eighteen seventy-seven, the American government decided to move the Nez Perce Indians from

their land. The government had set up a reservation for them in Idaho. Chief Joseph did not want to leave

the land. It was holy ground. It contained the bones of his father and mother.

     But, like his father in earlier times, Chief Joseph knew it would be hopeless to stay and defend the

land. There were too few Indians to win a war against the white men.

     And so in June of eighteen seventy-seven, the Nez Perce left their home in the Wallowa Valley. They

left quickly. They were able to take only a small part of what they owned, and just a few cattle and

Appaloosa horses.

     When the Indians reached the Snake River, the water was very deep and ran very fast with melted

snow from the mountains. Chief Joseph and his people made boats from sticks and dried animal skins to

cross the river. While the Indians were busy, a group of white men came and stole some of the cattle

waiting at the edge of the river.

     The other chiefs demanded that Joseph call a meeting. Two of the chiefs, White Bird and

Toohoolhoolzote, spoke for War, but Joseph held different opinion.

     Some of the young men in White Bird's group were very angry. That night, they rode into the

countryside and killed eleven white persons.

     During all his years as chief, Joseph had tried to keep the peace. Now he saw there was no hope.

Although he and his young men had taken no part in the killings, he knew that the white men would blame

all of the Indians. Chief Joseph said, "I would have given my own life if I could have undone the killing of

the white men."

     Many Nez Perce fled. Chief Joseph remained, because his wife was about to have a baby. After she

gave birth, he and his family joined the others in White Bird Canyon to the south.

     Joseph wanted to lead the people to safety in the flat lands of Montana. But the United States army

quickly sent horse soldiers to follow them.

     They were extremely tired when they reached White Bird Canyon. An Indian-carrying a white

flag-walked forward to meet them. A soldier shot him.

     With that shot, war between the Nez Perce and the United States began.

1. Why didn't Chief Joseph want to leave the land?

A. He thought the reservation in Idaho wasn't satisfying.

B. He didn't want to be separated from his parents.

C. He had special feeling for the land where he was living.

D. He didn't want to live with the white men.

2. Which of the following is TRUE?

A. Before they left their home, the Nez Perce had only a few cattle and Appaloosa horses.

B. Chief Joseph and his people were unwilling to cross the deep river.

C. When the Indians reached the Snake River, it was very hard for them to cross it.

D. While the Indians were waiting by the river, a group of white men stole some of the cattle.

3. From the passage we can infer that         

A. chief Joseph knew it would be hopeless to defend the land

B. white men often killed some Indians

C. chief Joseph was afraid of white men

D. conflicts often happened between the Indians and the white

4. After some of the young men in White Bird's group killed eleven white persons,         

A. Chief Joseph blamed White Bird

B. Chief Joseph tried his best to keep peace

C. All the Nez Perce fled

D. The United States army wanted to revenge(报仇)

5. What might be the title of the passage? 

A. The story of Chief Joseph.

B. The American Civil War.

C. Chief Joseph and his children.

D. The Nez Perce Indians.

单项选择题