ACCT 7270 HK Class Lecture 2 (Jan- Mar 12-13)

Company or enterprise which was bankrupt and

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company or enterprise which was bankrupt and liquidated, and was personally liable for the bankruptcy of such company or enterprise, three years have not passed since the date of completion of the bankruptcy and liquidation of the company or enterprise; 2013/2/18 7
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A Director’s Qualifications in the PRC Company Law (art. 147) (4) Where he was the legal representative of a company or enterprise, and the business license of this company or enterprise was revoked and this company or enterprise was ordered to close due to violation of the law, and he is personally liable for the revocation, three years have not passed since the date of the revocation of the business license thereof; (5) He has a relatively large amount of debt which is due but uncleared. In case a company elects or appoints any director or supervisor, or hires any senior manager by violating the provisions in the preceding paragraph, the election, appointment or hiring shall be invalidated. In case any director, supervisor or senior manager, during his term of office, is under any of the circumstances as mentioned in the preceding paragraph, the company shall dismiss him from his post. 2013/2/18 8
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中国公司法关于董事资格和义务的规定 147 条) 有下列情形之一的, 不得担任公司经理,监事,高级管理人员: (一)无民事行为能力或者限制民事行为能力 (二)因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义 场经济秩序,被判处刑罚,执行期满未逾五年,或者因 犯罪被剥夺 政治权利,执行期满未逾五年; (三)担任破产清算的公司、企业的董事或者厂长、经理,对 公司、企业的破产负有个人责任的,自该公司、企业破 产清算完结 之日起未逾三年; (四)担任因违法被吊销营业执照、责令关闭的公司、企业的 定代表人,并负有个人责任的,自该公司、企业被吊销 营业执照之 日起未逾三年; (五)个人所负数额较大的债务到期未清偿。 公司违反前款规定选举、委派董事、监事或者聘任高级管理人 的,该选举、委派或者聘任无效。 董事、监事、高级管理人员在任职期间出现本条第一款所列情形的, 公司应当解除其职务。 2013/2/18 9
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A director’s duty of care A director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience . Thus in an action where it is claimed that a director acted negligently, his conduct is judged against that of the reasonable man with his [director s] qualifications and experience. If the director is qualified as an accountant, lawyer, engineer or otherwise, his conduct will be judged in comparison with that of the relevant profession, but where the director is unqualified, the standard of competence may be very low.
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