Chapter 2 Conducting Business in__ the United States

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会计专业英语2

Cash Equivalents
Some short-term investments are so liquid that they
are termed cash equivalents. Examples include money market funds, certificates of deposit, and high-grade commercial paper. Many business call the first asset shown in the balance sheet“Cash and Cash Equivalents”
Reporting Cash in the Balance Sheet
Cash is listed in the balance sheet because it
represents a resource that can be used immediately to pay any type of obligation. Liquid assets: assets that can be converted quickly in to cash.
Chapter Skeleton
Explain the need to take a physical inventory
Record shrinkage losses and other year-end
adjustments to inventory. In a periodic inventory system, determine, the ending inventory and the cost of goods sold using(a) average cost, (b) FIFO, and (c) LIFO. Explain the effects of an inventory error on the income statement of the current year and the following year. Estimate the cost of goods sold and ending inventory by the gross profit method and by the retail method.

《商务英语视听说》下册教案

《商务英语视听说》下册教案一、教学目标1. 提高学生的商务英语听说能力，使他们在商务场合能够流利地使用英语进行沟通。

2. 培养学生对商务英语听说的兴趣，增强他们的学习积极性。

3. 帮助学生掌握一定的商务知识和交际技巧，提高他们的商务沟通能力。

4. 培养学生的团队合作精神，提高他们的综合素质。

二、教学内容1. Chapter 1: Business MeetingsTopics: Preparing for a meeting, Starting a meeting, Handling meeting procedures, Closing a meetingSkills: Listening for mn ideas, Taking notes, Participating in discussions, Giving presentations2. Chapter 2: Business PresentationsTopics: Preparing a presentation, delivering a presentation, Using visual ds, Handling questionsSkills: Listening for specific information, Summarizing, Analyzing, Evaluating3. Chapter 3: NegotiatingTopics: Preparing for negotiation, Establishing mon ground, Handling concessions, Closing a dealSkills: Listening for detls, Interpreting meaning, Persuading, Negotiating4. Chapter 4: Teleconferences and Video ConferencesTopics: Setting up a teleconference, Participating in a video conference, Using technology effectively, Handling technical problemsSkills: Listening over the phone, Non-verbal munication, Adapting to different munication styles5. Chapter 5: Business CorrespondenceTopics: Writing business letters, Writing es, Formatting documents, Proofreading and editingSkills: Listening for relevant information, Summarizing, Writing clearly and concisely, Proofreading三、教学方法1. 任务型教学法：通过模拟商务场景，让学生在实际操作中练习商务英语听说能力。

Part_4_Chapter_2_Intangible_assets_(IAS_38)

IAS38–I NTANGIBLE ASSETSD EFINITIONAn intangible asset is an identifiable non-monetary asset without physical substance.An asset is identifiable if it either-Is separable, ie is capable of being separated or divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, identifiable asset or liability, regardless of whether the entity intends to do so; or-Arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.R ECOGNITIONAn asset shall be recognised if, and only if:-It is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and-The cost of the asset can be measured reliably.A PPLICATION OF RECOGNITION PRINCIPLESI NTANGIBLE ASSETS THAT ARE SEPARATELY ACQUIREDF UTURE ECONOMIC BENEFITSAs the entity was prepared to pay for the intangible asset this reflects the expectation about the probability that the expected economic benefits embodied in the asset will flow to the entity. Therefore the probability of future economic benefits criterion is always considered to be satisfied for separately acquired assetsR ELIABLE MEASUREMENT OF THE COSTUsually the cost of a separately acquired intangible asset can be measured reliably. This is particularly so if the purchase consideration is in the form of cash or other monetary assets. The cost of a separately acquired intangible asset comprises-Its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates; and-Any directly attributable cost of preparing the asset for its intended use.I NTANGIBLE ASSETS THAT ARE ACQUIRED AS PART OF A BUSINESS COMBINATIONF UTURE ECONOMIC BENEFITSIf an intangible asset is acquired in a business combination, the cost of that intangible asset is its fair value at the a cquisition date. The fair value of an intangible asset will reflect market participants’ expectations at the acquisition date about the probability that the expected future economic benefits embodied in the asset will flow to the entity. Therefore, the probability recognition criterion is always considered to be satisfied for intangible assets acquired in business combinations.R ELIABLE MEASUREMENT OF THE COSTIf an asset acquired in a business combination is separable or arises from contractual or other legal rights, sufficient information exists to measure reliably the fair value of the asset. Thus, the reliable measurement criterion is always considered to be satisfied for intangible assets acquired in business combinations.I NTANGIBLE ASSETS THAT ARE ACQUIRED BY WAY OF A GOVERNMENT GRANTIn accordance with IAS 20 –Accounting for government grants and disclosure of government assistance, an entity may choose to recognize both the intangible asset and the grant initially at fair value. If an entity chooses not to recognize the asset initially at fair value, the entity recognizes the asset initially at a nominal amount plus any expenditure that is directly attributable to preparing the asset for its intended use.I NTERNALLY GENERATED INTANGIBLE ASSETSInternally generated goodwill shall not be recognised as an asset because it is not an identifiable resource controlled by the entity that can be measured reliably at cost.In general, it is sometimes difficult to assess whether an internally generated intangible asset qualifies for recognition because of problems in-Identifying whether and when there is an identifiable asset that will generate expected future economic benefits; and-Determining the cost of the asset reliably. In some cases, the cost of generating an intangible asset internally cannot be distinguished from the cost of maintaining or enhancing the entity’s internally generated goodwill or of running day-to-day operations.To assess whether an internally generated intangible asset meets the criteria for recognition, an entity classifies the generation of the asset into:a. A research phase; andb. A development phaseR ESEARCH PHASESince an entity the expenditures incurred during the research phase do not meet the probability of future economic benefits criterion is not met, and no intangible asset arising from research shall be recognised.Examples of research activities for which the expenditures shall be recognised as an expense when incurred are:-Activities aimed at obtaining new knowledge;-The search for, evaluation and final selection of, applications of research findings or other knowledge;-The search for alternatives for materials, devices, products, processes, systems or services; and-The formulation, design, evaluation and final selection of possible alternatives for new or improved materials, devices, products, processes, systems or services.D EVELOPMENT PHASEAn intangible asset arising from development shall be recognised if, and only if, an entity can demonstrate all of the following:-The technical feasibility of completing the intangible asset so that it will be available for use or sale-Its intention to complete the intangible asset and use or sell it-Its ability to use or sell the intangible asset-How the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset.-The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset-Its ability to measure reliably the expenditure attributable to the intangible asset during its development.Examples of development activities are:-The design, construction and testing of pre-production or pre-use prototypes and models;-The design of tools, jigs, moulds and dies involving new technology;-The design, construction and operation of a pilot plant that is not of a scale economically feasible for commercial production; and-The design, construction and testing of a chosen alternative for new or improved materials, devices, products, processes, systems or services.M EASUREMENTI NITIAL MEASUREMENTAn intangible asset shall be measured initially at cost. The cost is the amount of cash or cash equivalents paid or the fair value of other consideration given to acquire an asset at the time of its acquisition or construction.Examples of directly attributable costs are-Costs of materials and services used or consumed in generating the intangible assets-Costs of employee benefits (see IAS 19 –Employee benefits) arising directly from the generation of the asset and from bringing the asset to its working condition;-Fees to register a legal right;-Amortisation of patents and licences that are used to generate the intangible asset;-Professional fees arising directly from bringing the asset to its working condition; and-Costs of testing whether the asset is functioning properlyIAS 23 –Borrowing costs specifies criteria for the recognition of interest as an element of the cost of an internally generated intangible asset.The following are examples of expenditures that are not part of the cost of an intangible asset-Expenditure on start-up activities (ie start-up costs), unless this expenditure is included in the cost of an item of property, plant and equipment in accordance with IAS 16 –Property, plant and equipment. Start-up costs may consist of establishment costs such as legal and secretarial costs incurred in establishing a legal entity, expenditure to open a new facility or business (ie pre-opening costs) or expenditures for starting new operations or launching new products or processes (ie pre-operating costs) -Costs of introducing a new product or service (including costs of advertising and promotional activities –including mail order catalogues);-Costs of conducting business in a new location or with a new class of customer (including costs of staff training);-Selling, administrative and other general overhead expenditures unless this expenditure can be directly attributed to preparing the asset for use;-Identified inefficiencies and initial operating losses incurred before the asset achieves planned performance; and-Expenditure on training staff to operate the asset-Expenditure on relocating or reorganizing part or all of an entityS UBSEQUENT MEASUREMENTAn entity shall choose either the cost model or the revaluation model as its accounting policy. If an intangible asset is accounted for using the revaluation model all other assets in its class shall also be accounted for using the same model, unless there is no active market for those assets.In accordance with the cost model, the intangible asset is carried at its cost less any accumulated amortisation and any accumulated impairment losses.If the entity uses the revaluation model, the intangible asset shall be carried at a revalued amount, being its fair value at the date of the revaluation less any subsequent accumulated amortisation and subsequent accumulatedimpairment losses. For the purpose of revaluations under this standard, fair value shall be measured by reference to an active market.A MORTISATIONU SEFUL LIFEAn entity shall assess whether the useful life of an intangible asset is finite or indefinite and, if finite, the length of, or number of production or similar units constituting, that useful life.A DVANCED TOPICSSIC32–I NTANGIBLE ASSETS –W EB SITE COSTSE XCHANGES OF ASSETSThe cost of an intangible asset that is acquired in exchange for a non-monetary asset or asset, or a combination of monetary and non-monetary assets, is measured at fair value unless-The exchange transaction lacks commercial substance or-The fair value of neither the asset received not the asset given up is reliably measurable.An exchange transaction has commercial substance ifa.The configuration (ie risk, timing and amount) of the cash flows of the asset received differs from theconfiguration of the cash flows of the asset transferred; orb.The entity-specific value of the portion of the entity’s operations affected by the transaction changes as aresult of the exchange; andc.The difference in (a) and (b) is significant relative to the fair value of the assets exchangeI NTANGIBLE ASSETS ACQUIRED IN A BUSINESS COMBINATIONIn accordance with IFRS 3 –Business combinations, an acquirer recognizes at the acquisition date, separately from goodwill, an intangible asset of the acquire, irrespective of whether the asset had been recognised by the acquire before the business combination if it-Meets the definition of an asset; and-Is identifiable, ie separable or arises from contractual or other legal rightsExamples: in-process research or development, brands, customer bases,…Subsequent expenditures on an in-process research or development project acquired separately or in a business combination and recognised as an intangible asset is:-Recognised as an expense when incurred if it is research expenditure-Recognised as an expense when incurred if it is development expenditure that does not satisfy the criteria for recognition as an intangible asset; and-Added to the carrying amount of the acquired in-process research or development project if it is development expenditure that satisfies the recognition criteriaR EVALUATION MODELIf an entity applies the revaluation model it shall make these revaluations with sufficient regularity to ensure that the carrying amount does not differ materially from the fair value.It is uncommon for an active market to exist for an intangible asset, therefore intangible assets are usually accounted for using the cost model, although exceptions (e.g. emission rights) exist.If an asset’s carrying amount is increased as a result of a revaluation, the increase shall be recognised in other comprehensive income and accumulated in equity under the heading of revaluation surplus. However, an increase shall be recognised in profit or loss to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss.If an asset’s carrying amount is decreased as a result of a revaluation, the decrease shall be recognised in profit or loss. However, the decrease shall be recognised in other comprehensive income to the extent of any credit balance existing in the revaluation surplus in respect of that asset. The decrease recognised in other comprehensive income reduces the amount accumulated in equity under the heading of revaluation surplus.The cumulative revaluation surplus included in equity in respect of an intangible asset may be transferred directly to retained earnings when the asset is derecognized. It may also be transferred as the asset is used by an entity. Transfers from revaluation surplus to retained earnings are not made through profit or loss.R EFERENCESIASB, International Financial Reporting Standards, 2014, IAS 38 – Intangible assets.IASB, International Financial Reporting Standards, 2014, SIC 32 – Intangible assets – Web site costs.Refer to the standard or to disclosure checklists for the specific disclosure requirements of this standard.D ISCUSSIONS1.IFRS 3 –Business combinations defines goodwill as an asset representing the future economic benefits arisingfrom other assets acquired in a business combination that are not individually identified and separately recognised. In general, goodwill is measured as the difference between the consideration paid for the control over another company and the assets and liabilities that are recognised in accordance with IFRS of this company. Is goodwill an intangible asset ?2.Explain why the following elements are not recognised as an intangible asset in accordance with IAS 38a. A team of skilled staffb.Specific management or technical talentc. A portfolio of customersd.Internally generated brands3.Discuss the difference between an “indefinite” and an “infinite” useful life. In this context, compare thedifference in accounting treatment of land and of a acquired brand like for example “coca-cola”.4.Explain the identifiable feature in the definition of an intangible asset.5.Give the difference between research and development. Link the different accounting treatment with thedefinition of an asset in the framework.6.Give three examples of costs that are not recognised as an (intangible) asset7.Explain the different accounting treatment between internally generated brands and acquired brands. Indicatethe reasons for the difference in accounting.8.Explain why the recognition of internally generated intangible assets is difficult. Give an example.9.Give three examples of directly attributable costs that have to be included in the initial measurement ofintangible assets.10.Give three examples of costs that can not be included in the initial measurement of intangible assets.11.Discuss the accounting treatment of intangible assets under the revaluation model. What are the restrictionsfor using the revaluation model for intangible assets?12.Discuss the treatment of website development costs.。

北师大版英语中考试题与参考答案(2025年)

2025年北师大版英语中考复习试题与参考答案一、听力部分（本大题有20小题，每小题1分，共20分）1、Listen to the following dialogue and answer the question.A: Good morning! Can you help me find the English section?B: Sure, it’s on the second floor. The signs will lead you there.Question: Where does the English section of the library located?A) On the first floorB) On the second floorC) On the third floorD) On the ground floorAnswer: BExplanation: The speaker B indicates that the English section is located on the second floor, so the correct answer is B) On the second floor.2、Listen to the following short passage and choose the best answer to the question.Passage: The summer solstice is the longest day of the year in the Northern Hemisphere, occurring around June 21st. It’s a time when the sun reaches its highest point in the sky, marking the beginning of summer. Many cultures celebrate this day with festivals and traditional activities.Question: What is the significance of the summer solstice in the NorthernHemisphere?A) It’s the shortest day of the year.B) It marks the beginning of winter.C) It’s the day with the longest daylight hours.D) It’s a time to plant crops.Answer: CExplanation: The passage explicitly states that the summer solstice is the longest day of the year, which means it has the longest daylight hours. Therefore, the correct answer is C) It’s the day with the longest daylight hours.3、听力原文：W: Hello, John. How was your weekend?M: Oh, it was great! I went hiking with my friends. We climbed up a mountain and enjoyed the beautiful scenery.Questions:1.What did John do last weekend?2.How did John feel about his weekend?Answer:1.John went hiking with his friends.2.John felt great about his weekend.Explanation:This question asks about John’s weekend activities. According to the dialogue, John went hiking with his friends, so the answer is “John went hiking with his friends.” The second question asks about John’s feelings towards his weekend.The dialogue indicates that he felt great, so the answer is “John felt great about his weekend.”4、听力原文：W: Hi, Mike. Are you planning to go to the cinema this weekend?M: Yeah, I’m thinking about watching a horror movie. I haven’t seen one in a while.Questions:1.What is Mike planning to do this weekend?2.What type of movie does Mike want to watch?Answer:1.Mike is planning to go to the cinema.2.Mike wants to watch a horror movie.Explanation:This question asks about Mike’s plans for the weekend. According to the dialogue, Mike is thinking about going to the cinema, so the answer is “Mike is planning to go to the cinema.” The second question asks about the type of movie Mike wants to watch. The dialogue mentions that he wants to watch a horror movie, so the answer is “Mike wants to watch a horror movie.”5、听力材料：A: Hi, John! Are you going to the library this weekend?B: Yes, I am. I need to borrow some books for my research project.A: That’s great. I’m also going to the library. I want to find some books about history.B: Cool! Let’s meet at the library around 10:00 am.Question: What are John and the speaker planning to do this weekend?A) Go shopping.B) Go to the library.C) Watch a movie.D) Go to the park.Answer: B) Go to the library.Explanation: In the dialogue, both John and the speaker mention that they are going to the library. This indicates that their plan for the weekend is to go to the library.6、听力材料：A: How was your day, Sarah?B: It was good, thanks. I had an English class in the morning, and then I went to the gym in the afternoon.A: That sounds like a busy day. Did you enjoy the gym?B: Yes, I did. The instructor was really helpful, and I met some new friends there.A: That’s nice. I should start going to the gym more often.B: You should! It’s a great way to stay healthy and meet new people.Question: What did Sarah do in the morning?A) She went to the gym.B) She had an English class.C) She went shopping.D) She watched a movie.Answer: B) She had an English class.Explanation: In the dialogue, Sarah mentions that she had an English class in the morning. This directly answers the question about what she did in the morning.7.What does the woman suggest the man do?A) Buy a new car.B) Take the bus.C) Repair his car.D) Sell his car.Answer: CExplanation: The correct answer is C because in the conversation, the woman advises the man that he should get his car fixed instead of buying a new one or taking other transportation options.8.How long has the man’s car been broken?A) One day.B) Two days.C) Three days.D) Four days.Answer: BExplanation: The correct answer is B. During their discussion, the manmentions that his vehicle has not been working for the past two days, which aligns with option B.9.You are listening to a conversation between two friends, Alex and Jamie. They are discussing their plans for the weekend.Alex: “Hey Jamie, do you have any plans for the weekend?”Jamie: “Well, I was thinking of going hiking. How about you?”Alex: “That sounds great! I haven’t been hiking in a while. What trail are you thinking of?”Jamie: “I was thinking of the Blue Ridge Trail. It’s not too far from here and offers some amazing views.”Alex: “Oh, I’ve heard about that trail. It’s supposed to be beautiful this time of year. I’m in!”Question: What is Alex’s response to Jamie’s suggestion?A) “I’m not interested in hiking.”B) “I’ve already made other plans.”C) “That sounds great! I haven’t been hiking in a while.”D) “I don’t know anything about hiking.”Answer: C) “That sounds great! I haven’t been hiking in a while.”Explanation: The correct answer is C because Alex responds positively to Jamie’s suggestion of going hiking and mentions that they haven’t been hiking in a while, which implies that they are interested in the idea.10.You are listening to a radio announcement about a local music festival.Announcer: “This weekend, the town of Maplewood is hosting the Maplewood Music Festival! There will be performances by local bands and international stars. The festival starts at 10 am on Saturday and runs until midnight. admission is free, but there will be food and drink available for purchase. For more information, visit our website at or call 555-1234.”Question: What time does the Maplewood Music Festival start on Saturday?A) 8 amB) 10 amC) 12 pmD) 2 pmAnswer: B) 10 amExplanation: The correct answer is B because the radio announcement clearly states that the Maplewood Music Festival starts at 10 am on Saturday.11、You will now hear a dialogue between a librarian and a student who is looking for a book on ancient history. Listen carefully and then choose the correct answer to the question you hear afterwards.Answer: This part is hypothetical, as the audio isn’t provided. In a real exam setting, students would listen and select the appropriate choice.Explanation: Since we don’t have the audio, we can’t provide a specific answer or explanation here. Normally, after listening, the student should be able to identify whether the book was found, what section it was in, or any otherdetail pertinent to the dialogue.12、Next, listen to a conversation between two friends discussing their weekend plans. One of them suggests going to a movie while the other proposes a picnic. Pay attention to which activity they ultimately decide on and why.Answer: Again, without the audio, we cannot give a precise answer. However, let’s assume the friends decide on the picnic because the weather forecast predicts sunny weather.Explanation: The dialogue likely included information about the weather conditions over the weekend, influencing their decision to opt for outdoor activities rather than staying indoors to watch a movie.13.Listen to the conversation between two students, and answer the question. Student A: Hey, do you know what the homework for tomorrow is?Student B: Yea h, it’s to read Chapter 4 in our textbook and write a summary.Question: What is the homework for tomorrow?A) To read Chapter 4 in the textbook.B) To write a summary of the book.C) To read Chapter 4 and write a summary.D) None of the above.Answer: C) To read Chapter 4 and write a summary.Explanation: The conversation clearly states that the homework for tomorrow is to read Chapter 4 in the textbook and write a summary, which is option C.14.Listen to the dialogue between a teacher and a student, and answer thequestion.Teacher: How was your trip to the science museum?Student: It was amazing! We got to see all sorts of cool exhibits, and I even got to conduct a little experiment.Question: What did the student do during their trip to the science museum?A) Watch movies.B) Conduct an experiment.C) Buy souvenirs.D) Attend a lecture.Answer: B) Conduct an experiment.Explanation: The student explicitly mentions conducting a little experiment during their trip to the science museum, which is option B.15、What is the main topic of the conversation between the student and the librarian?A)The process of checking out booksB)The rules of the libraryC) A discussion about a particular bookD)The opening hours of the libraryAnswer: B) The rules of the libraryExplanation: In the conversation, the librarian explains to the student the rules regarding the use of books within the library and borrowing procedures. This indicates that the primary focus was on library rules.16、According to the dialogue, what time does the library close on weekdays?A)5:00 PMB)6:00 PMC)7:00 PMD)8:00 PMAnswer: D) 8:00 PMExplanation: During the dialogue, the librarian mentions that the closing time for the library on weekdays is at 8:00 PM. The other options were not mentioned as closing times during the conversation.17.You are listening to a conversation between two students, Tom and Lucy, discussing their weekend plans.Tom: Hey Lucy, what are you doing this weekend?Lucy: I’m thinking of going hiking in the mountains. How about you, Tom? Tom: That sounds great! I was actually planning to visit the city museum. I heard it has some interesting exhibits.Lucy: Wow, I should check it out too. Maybe we can go together on Sunday.Question: What are Tom’s weekend plans?A) Going hiking in the mountains.B) Visiting the city museum.C) Attending a sports event.D) Going to a movie.Answer: BExplanation: Tom mentions that he is planning to visit the city museum, which indicates that his weekend plan is B) Visiting the city museum.18.You are listening to a short dialogue between a teacher and a student, Alice, discussing her project.Teacher: Alice, how are you progressing on your science project?Alice: I’m almost finished, Mr.Smith. I’ve collected all the data and now I’m working on the analysis.Teacher: That’s good to hear. Remember to include a clear introduction and conclusion in your report.Alice: Yes, I will. And I’m also planning to include some graphs to illustrate the data.Question: What is Alice currently working on?A) Writing a conclusion.B) Collecting more data.C) Analyzing the data.D) Preparing a presentation.Answer: CExplanation: Alice states that she is “working on the analysis,” which means she is currently in the process of analyzing the data, making option C) Analyzing the data the correct answer.19、What does the woman suggest the man should do?A. He should take a break from studying.B. He should continue studying hard.C. He should go to the movies with her.Answer: C. He should go to the movies with her.Explanation: In the conversation, the woman notices that the man has been studying for a long time and suggests he take a break and join her at the cinema. This indicates she’s inviting him to relax rather than keep working.20、Why can’t the ma n accept the invitation right away?A. He doesn’t want to go to the movies.B. He has more studying to complete.C. He already made plans with someone else.Answer: B. He has more studying to complete.Explanation: The man responds by saying he needs to finish his homework before he can consider taking a break, implying that he has responsibilities that need to be taken care of first before he can accept the invitation to the movies.二、阅读理解（30分）Reading ComprehensionPassage:The Great Wall of China is one of the most famous landmarks in the world. It was built over several centuries, starting in the 7th century BC. The wall’s primary purpose was to protect the Chinese empire from invasions by nomadic tribes from the north. It stretches over 13,000 miles and passes through various provinces in northern China.The construction of the Great Wall involved millions of workers, including soldiers, peasants, and artisans. It was built using a combination of materials, including bricks, stones, wood, and earth. The wall is known for its zigzagging design, which allowed it to adapt to the rugged terrain of the mountains.Over the years, the Great Wall has faced many challenges, including natural erosion and human destruction. However, efforts have been made to preserve and restore this historical marvel. Today, the Great Wall attracts millions of tourists from around the world each year, offering them a glimpse into ancient Chinese history and culture.Questions:1.What is the main purpose of the Great Wall of China?A) To serve as a tourist attraction.B) To protect the Chinese empire from invasions.C) To connect different provinces in China.D) To showcase the architectural skills of ancient China.2.What is the main material used in the construction of the Great Wall?A) Only bricks.B) Only stones.C) A combination of bricks, stones, wood, and earth.D) Only wood and earth.3.Why is the zigzagging design of the Great Wall significant?A) It made the wall more visually appealing.B) It was a result of the lack of planning.C) It allowed the wall to adapt to the mountainous terrain.D) It was a sign of military strategy.Answers:1.B) To protect the Chinese empire from invasions.2.C) A combination of bricks, stones, wood, and earth.3.C) It allowed the wall to adapt to the mountainous terrain.三、完型填空（15分）Section 3: Cloze TestRead the following passage and choose the best word for each blank from the options given below.In the small town of Willow Creek, the residents had always looked forward to the annual Willow Creek Festival. The festival was a time for celebration, where people from all over the country would gather to enjoy music, food, and various cultural activities. This year, however, the festival was threatened by a (1)___________situation.(1)a.unusualb.pleasantc.ordinaryd.dangerousThe problem was a (2)___________drought that had lasted for several months. Thelack of rain had affected both the crops and the water supply, leading to(3)___________concerns among the townspeople.(3)a.littleb.fewc.muchd.manyThe town’s mayor, Mr.Thompson, held an emergency meeting to discuss the situation. He proposed several (4)___________to help alleviate the drought, including asking for water donations from neighboring towns and implementing strict water-saving measures.(4)a.solutionsb.decisionsc.rulesd.suggestionsDespite the challenges, the festival organizers were determined not to cancel the event. They (5)___________creative ways to incorporate water conservation into the festival activities.(5)a.thoughtb.foundc.came up withd.createdAnswer Key:1.a. unusual2.b. severe3.c. much4.a. solutions5.c. came up with四、语法填空题（本大题有10小题，每小题1分，共10分）1、John_______(be) very busy recently because he’s been working on his new book.A. has beenB. isC. wasD. will beAnswer: A. has beenExplanation: The correct answer is “has been” because the sentence indicates a continuous action that started in the past and is still ongoing in the present. The phrase “recently” suggests a time frame that includes the present.2、If I_______(know) her, I would have invited her to the party.A. had knownB. knewC. knowD. am knowingAnswer: A. had knownExplanation: The correct answer is “had known” because the sentence is in the conditional perfect tense, which is used to express a past condition and its hypothetical result in the past. The structure “if I had + past participle” is used to talk about a past situation that did not happen.3、In the__________(1) __________, the students were actively participating in the science fair.A. momentB. timeC. secondD. minuteAnswer: AExplanation: The correct word to use here is “moment,” which refers to a short period of time, often one that is significant or memorable. The phrase “at that moment” implies a specific point in time during which the action (students participating in the science fair) was occurring.4、If you__________(1)__________to be honest, you should not have lied to your friend.A. wantB. would likeC. had wantedD. have wantedAnswer: CExplanation: The correct answer is “had wanted,” which is the past perfect tense. This tense is used to express a desire that was true at a past time, but did not come to pass. The sentence implies that the speaker is suggesting that the person should have wanted to be honest at some point in the past, which wouldhave prevented the lie from occurring.5、In the___________of the school, there is a beautiful garden where students often___________their breaks.A. middle, spendB. center, takeC. middle, haveD. center, makeAnswer: BExplanation: The correct phrase to describe the central part of a school is “the center of the school.” The correct verb to describe spending time during a break is “take,” as in “take their breaks.” Therefore, the correct answer is “B. center, take.”6、The___________of the book was so interesting that I couldn’t put it down until the___________was over.A. story, chapterB. title, endC. author, bookD. cover, summaryAnswer: BExp lanation: The “title” of a book refers to its name. The phrase “until the end” indicates the time when the book was finished. The other options do not fit the context as well. Therefore, the correct answer is “B. title, end.”7.In the__________(7) __________, the students are encouraged to speak English actively.Answer: 7. pastExplanation: The correct word to fill in the blank is “past” because the sentence is referring to a time when the students were encouraged to speak English actively, which is in the past. The phrase “in the past” is a common English expression used to talk about events or actions that happened before the present.8.If__________(8)__________you need help with your homework, don’t hesitate to ask the teacher.Answer: 8. youExplanation: The correct word to fill in the blank is “you” because the sentence is expressing a conditional statement. The structure “If + subject + verb” is used to introduce a condition, and “you” is the subject that would be performing the action of asking for help if the condition were met.9.In the 9 morning, we had a surprise visit from our old friend.A. lastB. nextC. firstD. pastAnswer: CExplanation: The correct answer is “first” because it indicates the first morning of the school year or a specific event, which fits the context of a surprise visit.10.If you 10 your homework now, you can watch TV later.A. finishedB. finishC. will finishD. are finishingAnswer: BExplanation: The correct answer is “finish” because the sentence is talking about a present condition that, if met, will allow the action of watching TV later. The simple present tense is used to express a general truth or a condition in the present.五、简答题（本大题有5小题，每小题2分，共10分）1、What are the main differences between a singular noun and a plural noun in English grammar?答案：1.Singular nouns refer to one person, place, thing, or idea, while plural nouns refer to more than one of the same person, place, thing, or idea.2.Singular nouns typically do not end with an ‘s’ or any other pluralizing suffix, whereas plural nouns often add an ‘s’, ‘es’, or another suffix to indicate plurality.3.The verb agreement is different; singular nouns require a singular verb, and plural nouns require a plural verb.解析：This question asks the student to identify and explain the key differences between singular and plural nouns. The answer outlines three main differences: the quantity they represent, the absence of pluralization in singular nouns,and the effect on verb agreement.3、What are the main differences between a present perfect tense and a past perfect tense?答案：The main differences between a present perfect tense and a past perfect tense are as follows:1.Time reference:•Present perfect tense: It is used to talk about actions or states that started in the past and continue to the present or have a present result.•Past perfect tense: It is used to describe an action that was completed before another past action.2.Time adverbs:•Pres ent perfect tense: It often uses time adverbs like “already,” “yet,”“just,” “recently,” etc.•Past perfect tense: It often uses time adverbs like “before,” “after,”“by,” “before then,” etc.3.Verb form:•Present perfect tense: The verb is formed with “have/has” + past participle.•Past perfect tense: The verb is formed with “had” + past participle.解析：This question tests the understanding of the present perfect and past perfect tenses. The answer outlines the key differences in terms of timereference, time adverbs, and verb forms, which are important aspects of these tenses in English grammar.4、How can you use the passive voice to express an action in which the subject is the recipient of the action?答案：To express an action where the subject is the recipient of the action using the passive voice, you can follow these steps:1.Identify the subject that is receiving the action.2.Change the subject to the object of the action.e the passive form of the verb, which is “be” (in its appropriate form) + past participle.For example:Active voice: “The students are teaching the lesson.”Passive voice: “The lesson is being taught by the students.”解析：This question examines the use of the passive voice to emphasize the recipient of the action rather than the doer. The answer provides a clear explanation of how to transform an active sentence into a passive one, highlighting the importance of identifying the subject as the recipient and using the correct form of the “be” verb followed by the past participle of the main verb.5、What are the main differences between present perfect tense and presentperfect continuous tense in English grammar?Answer: The main differences between present perfect tense and present perfect continuous tense in English grammar are as follows:1.Time reference:•Present perfect tense is used to express an action that started in the past and has a connection with the present.•Present perfect continuous tense is used to express an ongoing action that started in the past and is still continuing.2.Frequency:•Present perfect tense does not indicate frequency, but rather a single occurrence or a repeated action.•Present perfect continuous tense indicates an action that has been going on for a certain period of time, showing a sense of duration.3.Aspect:•Present perfect tense is used to focus on the result or the state of the action.•Present perfect continuous tense emphasizes the ongoing nature of the action.4.Time adverbs:•Present perfect tense is often accompanied by time adverbs like ever, never, just, already, yet, etc.•Present perfect continuous tense is often accompanied by time adverbs like for, since, and for + a period of time.5.Negative and interrogative forms:•The negative form of p resent perfect tense is formed by adding “not”after the main verb.•The negative form of present perfect continuous tense is formed by adding “not” before the verb “have” or “has” followed by the pastparticiple form of the main verb.Explanation: These differences highlight the nuances in using present perfect tense and present perfect continuous tense in English grammar. It is essential to understand these differences to use the correct tense in different contexts.六、书面表达题（15分）WritingSuppose you are going to visit a foreign friend, and you are making a travel plan. Write an email to your friend, including the following points:1.The destination and reasons for the visit.2.The dates and duration of the trip.3.The activities you plan to do during your visit.4.Any special requests or arrangements you need.You should write about 100 words on the ANSWER SHEET 2.Note: Do not use your real name in your writing. You may write your own address.Answer:Dear [Frien d’s Name],I hope this email finds you well. I am thrilled to hear that you’re going to visit us soon. I’ve made a travel plan for our visit, and I’d like to share it with you.We are planning to visit Paris, France. The main reasons for the visit are to explore the beautiful city and enjoy the rich culture there. The trip will last for two weeks, from July 15th to July 29th.During our visit, we plan to visit the Eiffel Tower, Louvre Museum, and Notre-Dame Cathedral. We also want to try some delicious French cuisine and enjoy a romantic evening by the Seine River.Best regards,[Your Name]Explanation:This writing task requires you to write an email to your friend, making a travel plan for your upcoming visit to Paris, France. The email should include the destination, reasons for the visit, dates and duration of the trip, and activities you plan to do during your visit. Additionally, you can mention any special requests or arrangements you need.The answer provided is a well-structured email that covers all the required points. It starts with a greeting and an expression of excitement to visit the friend. Then, it clearly states the destination (Paris, France) and the reasons for the visit. The dates and duration of the trip are mentioned, followed bythe activities planned. Finally, the email concludes with a request for any special requests or assistance, and a closing statement.The answer also maintains a friendly and polite tone throughout, which is appropriate for a personal email.。

公司法英文版

新《公司法》(英文版法条)Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the 18th meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005. This Law, as amended, is hereby promulgated and will come into force on January 1, 2006.)Chapter One: General ProvisionsChapter Two: Incorporation and Organizational Structure of a Limited Liability Company Section One IncorporationSection Two Organizational StructureSection Three Special Provisions on One-Person Limited Liability CompaniesSection Four Special Provisions on Wholly State-owned CompaniesChapter Three: Share Transfer of a Limited Liability CompanyChapter Four: Establishment and Organizational Structure of a Joint Stock Limited Company Section One EstablishmentSection Two General Meeting of ShareholdersSection Three Board of Directors and General ManagerSection Four Board of SupervisorsChapter Five Issue and Transfer of Shares of Joint Stock Limited CompaniesSection One Issue of SharesSection Two Assignment Of SharesChapter Six: Qualifications and Obligations of Directors, Supervisors and Senior OfficersChapter Seven: Company BondsChapter Eight : Financial and Accounting Affairs of CompanyChapter Nine:Merger and Division of Company, Increase and Decrease of Registered CapitalChapter Ten: Dissolution and Liquidation of CompanyChapter Eleven : Branch of Foreign CompanyChapter Twelve: Legal LiabilitiesChapter Thirteen : Supplementary ProvisionsChapter One: General ProvisionsArticle 1This Law is enacted in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2The term 'company' referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article 3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legal person. A company shall be liable for its debts to the extent of all its assets. In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions. In the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article 4The shareholders of a company shall enjoy such rights as benefiting from assets of the company, making major decisions and selecting managerial personnel in accordance with the law.Article 5In conducting its business, a company must abide by laws and administrative rules and regulations, observe social morals and business ethics, conduct businesses in good faith, subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article 6A company shall apply to the company registration authority for establishment registration. Companies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies; while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws, administrative rules and regulations provide that incorporation of companies must be subject to examination and approval, the procedures of examination and approvalshall be completed according to law prior to the registration of such companies.The public may inquire about registration items from the company registration authority. The company registration authority shall provide such inquiry service.Article 7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law. The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company, registered capital, paid-in capital, business scope, the name of the legal representative, etc. In the event of any change to the registration item of the business license, a company shall undergo alteration registration procedures with the company registration authority in accordance with the law, after which a new business license shall be issued to the company.Article 8A limited liability company established according with this Law must clearly indicate the words 'limited liability company' in its name.A joint stock limited company established according to this Law must clearly indicate the words 'joint stock limited company' or ‘joint stock company’ in its name.Article 9If a limited liability company is to be converted into a joint stock limited company, it shall satisfy the requirements for a joint stock limited company stipulated by this Law. If a joint stock limited company is to be converted into a limited liability company, it shall satisfy the requirements for a limited liability company stipulated by this Law. Where a limited liability company is converted into a joint stock limited company or vice versa, the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article 10A company's domicile shall be the place where its main administrative organization is located.Article 11Articles of association must be formulated in accordance with the law when a company is incorporated. A company's articles of association shall have binding force on the company, its shareholders, directors, supervisors and senior officers.Article 12A company's scope of business shall be defined in its articles of association and registered in accordance with the law. A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws, administrative rules and regulations shall be approved in accordance with the law.Article 13The legal representative of a company may be represented by the chairman, executive director or manager of a company in compliance with its articles of association and registered in accordance with the law. In the event of any change of the legal representative of a company, such change shall be registered in accordance with the law.Article 14A company may establish branches. The company, in establishing its branch(es), shall conduct establishment registration procedures with the company registration authority and obtain the business license(s). The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of enterprise legal persons, and shall independently bear civil liabilities in accordance with the law.Article 15A company may invest in other enterprises, however, unless otherwise stipulated by the law, the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article 16Investments in other enterprises or provisions of security by a company shall be determined by its board of directors, shareholders meeting or general meeting of shareholders in compliance with its articles of association. Where the limit of the aggregate amount of investment or security extended by a company or, the amount of investment or security extended in each case is set out in the articles of association, the actual amount of investment or security shall not exceed such limit. Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph. The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article 17Companies must protect the lawful rights and interests of their staff and workers, sign labor contracts with them and cover them with social insurances in accordance with the law, and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article 18Company's staff and workers shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protectthe lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration, work hours, welfare, insurance, labor security, etc. in accordance with the law.Companies shall, through the congress of the workers and staff members or other forms, practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company, or formulating important rules and regulations and shall, through the congress of the workers and staff members or other forms, seek advice and suggestions from its staff and workers.Article 19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of China. Companies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article 20The shareholders of a company shall exercise their shareholders’rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company, shall not abuse their shareholders’ rights to injure the interests of the company or other shareholders, or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’s creditors.Where the abuse of shareholders’ rights causes any loss to the company or other shareholders, such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors, such shareholders shall bear joint and several liability for the debts ofthe company.Article 21The controlling shareholders, actual controllers, directors, supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and, where any losses are incurred in violation hereof, shall be liable for compensation.Article 22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting, the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting, general meeting of shareholders or board of directors of a company or the voting method violates laws, administrative rules and regulations or the articles of association of the company, or the resolution thereof contravenes the articles of association of the company, shareholders may, within sixty (60) days of the resolution, apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph, a people’s court may, at the company’s request, order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors, the company shall, after the people’s court declares such resolution null and void or revokes the same, shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two: Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle 23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1) The number of shareholders conforms to the statutory quorum;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association of the company;(4) The company has a name and an organizational structure established in compliance with the requirements for a limited liability company; and(5) The company has a domicile.Article 24A limited liability company shall be incorporated by not more than fifty (50) shareholders.Article 25The articles of association of a limited liability company shall specify the following particulars:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the method, amount and time of capital contributions by the shareholders;(6) the organization of the company, its method of creation, functions and powers and therules of procedure;(7) the legal representative of the company;(8) other items which the shareholders deem necessary to be specified. Shareholders shall sign and execute the article of association of the company.Article 26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority. The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent (20%) of the registered capital or the minimum amount prescribed by the law, the remaining of which shall be fully paid up within two years of the establishment of the company. In the case of an investment company, the remaining amount of the registered capital may be paid up within five years of the establishment of the company. The minimum amount of the registered capital of a limited liability company shall be RMB 30, 000. Where laws and administrative regulations provide for more than the minimum amount, such provisions shall apply.Article 27Except for assets forbidden to be used as contribution by laws and administrative regulations, a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification, and shall not be overvalued or undervalued. Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property, such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent (30%) of the amount of the registered capital of the limited liability company.Article 28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company. Where a shareholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established. Where a shareholder makes its capital contribution in the form of non-currency property, the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall, they shall, in addition to making the contributions in full, be liable for breach of contract towards the shareholders who have made full capital contributions.Article 29After all shareholders have made their capital contributions in full, such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article 30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution, application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration, the articles of association and the capital verification certificate.Article 31Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference. Those who are shareholders at the time of the incorporation of the companyshall bear joint and several liability therefor.Article 32After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of its capital contribution;(5) the serial number of the capital contribution certificate and the date of its verification and issuance. A capital contribution certificate shall bear the seal of the company on it.Article 33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1) the names or titles and domiciles of the shareholders;(2) the amounts of capital contributions of the shareholders; and(3) the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and, in the event of any change thereof, apply for alteration registration. Unless duly registered, theabove-mentioned items and any changes thereof shall not be a defense against a third party.Article 34A shareholder shall have the right to view the articles of association, the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company. For this purpose, they shall submit a written request and state reasons. Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company, the company may refuse such request and shall, within fifteen (15) days of such request, reply in written form and state reasons. Given such, shareholders may apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article 35Unless otherwise agreed upon by all shareholders, shareholders shall draw dividends in proportion to their actual capital contributions and, where a company increases capital, shall have priority in subscription for new shares in proportion to their actual contributions.Article 36Once a company is registered, its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle 37The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.The shareholders meeting shall exercise the following functions and powers:(1) to decide on the business policy and investment plan of the company;(2) to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the supervisory board or supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve plans for profit distribution of the company and plans for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issuance of company bonds;(9) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) to amend the articles of association of the company;(11) to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders, the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article 40Shareholders meetings shall be divided into regular meetings and interim meetings. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors, or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article 41Where a limited liability company has a board of directors, its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board. Where the chairman of the board is unable to or does not perform his function, the meeting shall be presided over by a vice-chairman. Where the vice-chairman is unable to or does not perform his function, the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors, the shareholders meetings shall be convened and presided over by the executive director.Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.Article 42All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.Article 43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.Article 44Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article 45Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of other limited liability companies may also include representatives of the staff and workers. Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms. A board of directors shall have a chairman and may have a vice-chairman. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article 46The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed three (3) years. A director may continue to serve his post if he is re-elected upon the expiration of his term. Where a new elect is not yet available upon expiration of a director’s term, or the number of the directors on the board is less than the quorum due to the resignation of a director within his term, such director, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.Article 47The board of directors is accountable to the shareholders meeting and shall exercise the following powers:(1) being responsible for convening shareholders meetings and presenting reports thereto;(2) implementing resolutions adopted by the shareholders meeting;(3) determining the company's operational plans and investment programs;(4) preparing annual financial budget plans and final accounting plans of the company;(5) preparing profit distribution plans and plans to cover company losses;(6) preparing plans for increasing or reducing registered capital of the company or issuing company bonds;(7) drafting plans for merger, division, change of corporate form or dissolution of the company;(8) determining the structure of the company's internal management;(9) appointing or removing the general manager of the company, appointing or removing, upon the general manager's recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;。

外资企业有限公司章程(中英文稿)

有限公司章程ARTICLESOFASSOCIATION第一章总则ChapterOneGeneralPrinciples根据《中华人民共和国外资企业法》、《中华人民共和国公司法》及其他有关法律、法规规定，“【】集团公司“(“股东”)拟在北京市投资设立“【】（北京）有限公司”（“公司”），特制定本公司章程。

TheseArticlesofAssociationof【】(Beijing)Co.,Ltd.(hereinaft ercalledthe“Company”)areincorporatedby【】GroupCo.,Ltd.inacco rdancewiththe"LawsofthePeople'sRepublicofChinaonWhollyForeign-OwnedEnterprises"andthe“CompanyLawofthePeople'sRepublicofChin a”,andotherpertinentrulesandregulationsofthePeople'sRepublicof China(hereinaftercalled“PRC”).Article1公司名称：【】（北京）有限公司ThenameoftheCompanyinChineseis【】（北京）有限公司andinEngl ishis【】(Beijing)Co.,Ltd..第二条Article2公司注册地址：【】C座902室ThelegaladdressoftheCompanyisRoom902TowerC,【】.第三条Article3股东名称：【】集团公司ThenameoftheCompany'sShareholder(hereinaftercalledthe"Shar eholder")is【】GroupCo.,Ltd..股东国别：丹麦ThenationalityoftheShareholderisDenmark.股东法定地址：【】Sonderhoj14,DK-8260VibyJThelegaladdressoftheShareholderisSonderhoj14,DK-8260VibyJ,【】.股东法定代表：【】第四条ThelegalrepresentativefortheShareholderis【】.Article4公司的组织形式为有限责任公司。

工商管理英语第二章翻译

英语第二章Organized societies throughout the world operate within various type of legal systems can be broken down into five broad categories :common law ,civil law, socialist law ,Islamic law and Hindu law .While these categories are, of course ,an oversimplification , with much overlapping , a company doing business in a legal system different from its own must learn the perimeters of the foreign law .for instance , under Islamic legal systems the paying of interest on money is forbidden .全世界有组织的社会在不同类型的法律制度下运作, 可以分为五大类：普通法、民法、社会主义法、伊斯兰法和印度教法。

而这些类别, 当然, 过于简单化, 多重叠, 一个公司在不同于自己的法律体系做生意必须借鉴国外法律的周长。

例如, 伊斯兰法律系统的支付利息的钱是被禁止的。

Common law countries include the united states , britain and former british colonies .The predominant characteristic of common law is its dependence on judicial decisions , that is the authority of prior decisions in resolving current cases.In recent times ,however ,these countries are passing more legislation ; the judicial rule therefore becomes increasingly a matter of interpreting statutes.英美法系国家包括美国、英国和英国前殖民地。

1999版《公司法》翻译

THE COMPANY LAWOF THE PEOPLE'S REPUBLIC OF CHINA(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993, and Promulgated by Presidential Order of the People's Republic of China ( No. 16) on December 29, 1993, and Amended on December 25, 1999)TABLE OF CONTENTSChapter One: General ProvisionsChapter Two: Establishment and Organs of Limited Liability CompanySection One. EstablishmentSection Two. OrgansSection Three. Wholly State-owned CompanyChapter Three: Establishment and Organs of Joint Stock Limited CompanySection One. EstablishmentSection Two. Shareholders' general committeeSection Three. Board Of Directors And General ManagerSection Four. Board Of SupervisorsChapter Four: Issue and Transfer of Shares of Joint Stock Limited CompanySection One. Issue Of SharesSection Two. Transfer Of SharesSection Three. Listed CompanyChapter Five: Company BondsChapter Six: Financial and Accounting Affairs of CompanyChapter Seven: Merger and Division of CompanyChapter Eight: Bankruptcy, Dissolution and Liquidation of CompanyChapter Nine: Branch of Foreign CompanyChapter Ten: Legal LiabilitiesChapter Eleven: Supplementary ProvisionsChapter One: General ProvisionsArticle 1 This Law is enacted in accordance with the Constitution, in order to meet the needs of establishing a modern enterprise system, to regulate the organization and conduct of companies, to protect the lawful rights and interests of companies as well as the shareholders and creditors thereof, to maintain social and economic order, and to promote the development of the socialist market economy.Article 2 A company referred to herein means a limited liability company or a joint stock limited company established within China in accordance herewith.Article 3 Limited liability companies and joint stock limited companies are enterprise legal persons.In the case of a limited liability company, the shareholders are liable thereto to the extent of their capital contribution, and the company is liable for its debts to the extent of all of its assets.In the case of a joint stock limited company, its total capital is divided into stocks of equal value, and the shareholders are liable thereto to the extent of their share holdings, and the Company is liable for its debts to the extent of all of its assets.Article 4 As contributors of capital, the shareholders of a company enjoy the rights of proprietorsin proportion to their respective share of capital contributions to the company, such as deriving benefits from its assets, making major decisions, and selecting its management.The company enjoys the full property rights of a legal person in respect of assets resulting from the investment by its shareholders, and enjoys civil rights and bears civil liabilities in accordance with the law.Title to the state-owned assets in the company shall vest in the State.Article 5 A company, with all of its assets owned by it as a legal person, shall operate autonomously and be responsible for its own profit and loss in accordance with the law.The company shall, under the state's macro-regulation, organize its production and operation autonomously in light of market demand, with a view to improving economic return and productivity, and accomplishing the preservation and increase of the value of its assets.Article 6 A company shall adopt an internal management system which clearly sets out the rights and responsibilities of the relevant parties, is conducive to scientific management, and combines incentive with check and balance.Article 7 If a state-owned enterprise is to be reorganized into a company, it must, in accordance with the conditions and requirements prescribed by national statutes and administrative regulations, change its operating mechanism, and orderly identify and verify its assets, determine the respective owners of the property rights therein, settle its creditor's rights and liabilities, conduct assets appraisal, and set up standard internal management organs.Article 8 The establishment of a limited liability company or a joint stock limited company is subject to the requirements prescribed herein. An entity meeting the requirements prescribed herein may be registered as a limited liability company, or a joint stock limited company, as the case may be; an entity failing to meet the requirements prescribed herein may not be registered as a limited liability company, or a joint stock limited company, as the case may be.Where the establishment of a company is subject to examination and approval as required by the relevant national statutes or administrative regulations, examination and approval procedure must be carried out in accordance with the law prior to its registration.Article 9 The name of a limited liability company established in accordance herewith must contain the words "limited liability company".The name of a joint stock limited company established in accordance herewith must contain the words "joint stock limited company".Article 10 The Company shall be domiciled at the place where its principal executive office is located.Article 11 In order to establish a company, its articles of association must be prepared in accordance herewith. The articles of association of the company are binding upon the company and its shareholders, directors, supervisors and general manager.The company's business scope shall be prescribed by its articles of association and be registered in accordance with the law. If an item in the Company's business scope is subject to any restriction prescribed by any national statute or administrative regulation, approval for such item shall be obtained in accordance with the law.The company shall conduct its business within its registered business scope. The Company may change its business scope by amending its articles of association in accordance with legally prescribed procedure and registering such amendment with the company registration authority. Article 12 A Company may invest in another limited liability company or joint stock limitedcompany, and is liable to such company to the extent of its capital contribution.Except for an investment company or a holding company stipulated by the State Council, where a company is to invest in other limited liability companies or joint stock limited companies, its cumulative investment may not exceed 50 percent of its net assets, provided that if after the investment, the capital is increased using profit distribution received from the company in which it invested, the increased amount shall not be included.Article 13 A company may establish branch companies, which do not have the status of enterprise legal persons, and the civil liabilities thereof shall be borne by the company.The company may establish subsidiary companies, which have the status of enterprise legal persons and bear civil liabilities independently in accordance with the law.Article 14 In conducting its business, a company must abide by the law, observe industry ethics, strengthen the development of socialist spiritual civilization, and subject itself to supervision by the government and the public.The company's lawful rights and interests are protected by law and shall not be infringed upon. Article 15 A company must protect the lawful rights and interests of its workers, strengthen labor protection, and achieve workplace safety.The company shall strengthen the professional education and on the job training of its workers in various forms, so as to improve their quality.Article 16 The workers of a company shall organize a labor union, which shall conduct union activities and safeguard the lawful rights and interests of the workers in accordance with the law. The Company shall provide the necessary conditions for its labor union to conduct its activities. In accordance with the Constitution and other relevant national statutes, democratic management in the form of workers' assembly and other forms shall be adopted in a wholly state-owned company or a limited liability company established through investment by two or more state-owned enterprises or by two or more state-owned investment entities of other kinds. Article 17 Activities of the elementary-level cell of the Chinese Communist Party in a company shall be conducted in accordance with the Charter of the Chinese Communist Party.Article 18 Limited liability companies with foreign investment are subject to this Law, provided that where the provisions of national statutes governing Sino-foreign equity joint venture enterprises, Sino-foreign cooperative joint venture enterprises, and wholly foreign owned enterprises stipulate otherwise, the stipulations therein shall prevail.Chapter Two: Establishment And Organs Of A Limited Liability CompanySection One EstablishmentArticle 19 The establishment of a limited liability company is subject to the following conditions: (i) The number of shareholders meets legal requirement;(ii) The amount of shareholders' capital contribution reaches the minimum level prescribed by law;(iii) The shareholders jointly prepare the articles of association;(iv) There is a company name, and the organs meeting the requirements for a limited liability company are established;(v) There is a permanent place of business and there are necessary conditions for production and operation.Article 20 A limited liability company shall be established through joint investment by not fewer than 2 but not more than 50 shareholders.A state authorized investment entity or state authorized department may establish wholly state-owned limited liability companies as the sole investor.Article 21 In the case of a state-owned enterprise established before this Law becomes operative, if it meets the conditions prescribed herein for the establishment of a limited liability company, it may be reorganized into a wholly state-owned limited liability company in accordance herewith if it was established by a single investment entity, or it may be reorganized into a limited liability company pursuant to Paragraph 1 of the previous Article if it was established by more than one investment entities.The implementing procedures and detailed measures for reorganizing state-owned enterprises into companies shall be separately prescribed by the State Council.Article 22 The articles of association of a limited liability company shall set forth the following: (i) its name and domicile;(ii) its business scope;(iii) its registered capital;(iv) the names of its shareholders;(v) the rights and obligations of its shareholders;(vi) the forms and amounts of capital contribution made by shareholders;(vii) the conditions under which the shareholders' shares of capital contribution may be assigned; (viii) its organs, the manners in which they are established and their respective powers, and the rules governing their conduct of business;(ix) its legal representative;(x) the causes for its dissolution and the method for its liquidation;(xi) other matters which shareholders deem necessary to provide for.Shareholders shall sign or impress their chops on the articles of association.Article 23 The registered capital of a limited liability company is the amount of capital contribution actually paid up by all shareholders and registered with the company registration authority.The registered capital of a limited liability company shall not be less than:(i) Renminbi 500,000 Yuan if it primarily engages in production;(ii) Renminbi 500,000 Yuan if it primarily engages in commodity wholesale;(iii) Renminbi 300,000 Yuan if it primarily engages in commodity retail;(iv) Renminbi 100,000 Yuan if it engages in scientific and technical development, consulting or service.If for a specific industry, the required minimum registered capital exceeds any of the minimum levels prescribed above, such minimum requirement shall be separately prescribed by the relevant national statute or administrative regulations.Article 24 Shareholders may contribute their capital in the form of cash, as well as in the forms of tangible goods, industrial property, non-patented technology and land use rights at certain value. If any tangible goods, industrial property, non-patented technology or land use rights are contributed as capital, they must be appraised and the property rights therein must be verified, and the contributed items may not be over-valued or under-valued. Appraisal on land use rights shall be carried out in accordance with the provisions of the relevant national statute and administrative regulations.Where industrial property or non-patented technology is contributed as capital at certain value,its valuation shall not exceed 20 percent of the total registered capital, except where the state makes special provisions for companies utilizing high and new technologies.Article 25 Each shareholder shall invest in full the capital contribution which he has subscribed for in accordance with the articles of association. If a shareholder makes his capital contribution in cash, he shall deposit in full the amount of such cash capital contribution into a temporary bank account opened for the contemplated limited liability company; If capital contribution is made in the form of tangible goods, industrial property, non-patented technology or land use rights, the appropriate transfer procedure for the property rights therein shall be carried out in accordance with the law.A shareholder who fails to invest the capital contribution which he has subscribed for in accordance with the previous Paragraph is liable for breach of contract to those shareholders who have invested in full the capital contribution they have subscribed for.Article 26 Upon investment in full of their respective capital contribution by the shareholders, a legally-prescribed capital verification institution must carry out capital verification procedure and issue a certificate.Article 27 After a legally-prescribed capital verification institution has verified the shareholders' full capital contribution, a representative designated by all shareholders or the agent appointed jointly thereby shall apply to the company registration authority for establishment registration and submit thereto documents such as the company registration application form, the articles of association, and the capital verification certificate, etc.Where approval by the relevant authority is required by the relevant national statute or administrative regulations, the approval document shall be submitted at the time of applying for establishment registration.The company registration authority shall grant registration to an applicant who meets the requirements prescribed herein and shall issue a company business license, and shall not grant registration to an applicant who fails to meet the requirements prescribed herein.The date of issuance of a company business license shall be the establishment date for a limited liability company.Article 28 If after the establishment of a limited liability company, it is discovered that the actual value of the tangible goods, industrial property, non-patented technology, or land use rights contributed as capital is significantly below their value fixed in the articles of association, the shareholder who contributed such item as capital shall contribute the difference in value, and the other shareholders of the company at the time it was established shall be jointly and severally liable.Article 29 Where a branch company is to be established contemporaneous with the establishment of a limited liability company, an application for registration of such branch company shall be submitted to the company registration authority, and it shall be issued a business license.Where a branch company is to be established after the establishment of the limited liability company, the company's legal representative shall apply to the company registration authority for registration of such branch company, and it shall be issued a business license.Article 30 Upon the establishment of a limited liability company, each shareholder shall be issued a capital contribution certificate, which shall set forth the following:(i) the name of the company;(ii) the date of registration of the company;(iii) the company's registered capital;(iv) the name of the shareholder, the amount of his capital contribution, and the date of capital contribution;(v) the serial number and date of issuance of the capital contribution certificate.The company's chop shall be impressed on each capital contribution certificate.Article 31 A limited liability company shall maintain a record of shareholders, which shall set forth the following:(i) the name of each shareholder and the domicile thereof;(ii) the amount of capital contribution invested by each shareholder;(iii) the serial number of each capital contribution certificate.Article 32 Shareholders are entitled to inspect the minutes of meetings of shareholder committee as well as the financial and accounting reports of the company.Article 33 Shareholders shall share in the distribution of profits in proportion to their respective shares of capital contribution. Where the company is to increase its capital, its shareholders have the preemptive right to subscribe for the increased amount.Article 34 A shareholder may not withdraw its capital contribution after registration of the company.Article 35 Shareholders may assign in whole or part their respective shares of capital contribution amongst themselves.Transfer of his share of capital contribution by a shareholder to anyone other than another shareholder is subject to consent by a majority of all the shareholders; shareholders who do not consent to the transfer shall purchase the share of capital contribution to be assigned, and failure by those shareholders to make such purchase is deemed to be their consent to the assignment. Where the shareholders consent to the assignment of share of capital contribution, other shareholders have the preemptive right of purchase under the same conditions.Article 36 Upon a shareholder's lawful assignment of his share of capital contribution, the company shall record on the record of shareholders the name of the assignee, the domicile thereof and the amount of capital assigned thereto.Section Two OrgansArticle 37 The shareholders' committee of a limited liability company consists of all the shareholders, and the shareholders' committee is the company's organ of authority, and shall exercise its powers in accordance herewith.Article 38 The shareholders' committee shall exercise the following powers:(i) determining the company's operational guidelines and investment plans;(ii) electing and replacing directors, and deciding upon matters relating to their remuneration; (iii) electing and replacing supervisors who represent the shareholders, and deciding upon matters relating to the remuneration of supervisors;(iv) considering and approving reports by the board of directors;(v) considering and approving reports by the board of supervisors or the supervisor, as the case may be;(vi) considering and approving annual financial budget plans and final accounting plans of the company;(vii) considering and approving company profit distribution plans and plans to cover companylosses;(viii) adopting resolutions relating to increase or reduction of the company's registered capital; (ix) adopting resolutions relating to issuance of company bonds;(x) adopting resolutions relating to assignment of share of capital contribution by a shareholder to anyone other than a shareholder of the company;(xi) adopting resolutions relating to merger, division, change of corporate form, dissolution and liquidation of the company;(xii) amending the articles of association.Article 39 Unless otherwise provided herein, the method for conducting business and voting procedure at a meeting of shareholders' committee shall be prescribed by the articles of association.Any resolution adopted by the shareholders' committee relating to the company's increase or reduction of registered capital, division, merger, dissolution or change of corporate form requires affirmative votes by shareholders representing two-thirds of the votes.Article 40 A company may amend its articles of association. Adoption of a resolution to amend the articles of association requires affirmative votes by shareholders representing two-thirds of the votes.Article 41 Shareholders shall exercise their voting rights at the meeting of shareholders' committee in proportion to their respective shares of capital contribution.Article 42 The first meeting of shareholders committee shall be called and presided over by the shareholder with the largest share of capital contribution, and shall exercise its powers in accordance herewith.Article 43 Meetings of shareholders committee are classified as either regular meetings or interim meetings.Regular meetings shall be timely held as prescribed in the articles of association. Shareholders representing one-fourth or more of the votes, or one-third of the directors or supervisors, may propose for an interim meeting.Where a limited liability company has a board of directors, a meeting of shareholders committee shall be called by the board, and presided over by the chairman of the board; where the chairman is unable to perform his duties due to any special reason, the meeting shall be presided over by the vice-chairman or another director appointed by the chairman.Article 44 In order to hold a meeting of shareholders committee, notice shall be given to all shareholders 15 days in advance.The shareholders' committee shall prepare minutes regarding the decisions on matters considered at the meeting of shareholders committee, which shall be signed by the shareholders attending the meeting.Article 45 A limited liability company shall have a board of directors, which shall be composed of not fewer than 3 but not more than 13 directors.Where a limited liability company has been established through investment by two or more state-owned enterprises, or by two or more state-owned investment entities of other kinds, there shall be representative(s) of the workers of the company on the board of directors. The representative(s) of the workers on the board shall be democratically elected by the workers of the company.The board shall have one chairman, and may have one to two vice-chairmen. The manner inwhich the chairman and vice-chairman are selected shall be prescribed by the articles of association.The chairman is the legal representative of the company.Article 46 The board of directors is accountable to the shareholders' committee, and shall exercise the following powers:(i) being responsible for calling meetings of shareholders committee and presenting reports thereto;(ii) implementing resolutions adopted by the shareholders' committee;(iii) determining the company's operational plans and investment programs;(iv) preparing annual financial budget plans and final accounting plans of the company;(v) preparing profit distribution plans and plans to cover company losses;(vi) preparing plans for increasing or reducing registered capital of the company;(vii) drafting plans for merger, division, change of corporate form or dissolution of the company; (viii) determining the structure of the company's internal management;(ix) appointing or removing the manager (general manager) (Hereinafter referred to as the "general manager") of the company, appointing or removing, upon the general manager's recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;(x) formulating the basic management scheme of the company.Article 47 The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed 3 years. A director may continue to serve his post if he is re-elected upon the expiration of his term.Prior to expiration of a director's term, the shareholders' committee may not remove him without cause.Article 48 A meeting of the board of directors shall be called and presided over by the chairman; in the event that the chairman is unable to perform his duties due to any special reason, the chairman shall appoint the vice-chairman or another director to call and preside over the meeting. One-third or more of the directors may propose for a meeting of the board.Article 49 Unless otherwise provided herein, the method for conducting business and voting procedure at the meeting of board of directors shall be prescribed by the articles of association. In order to hold a board meeting, notice shall be given to all directors 10 days in advance.The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the directors attending the meeting.Article 50 A limited liability company shall have a general manager, to be appointed or removed by the board of directors. The general manager is accountable to the board and shall exercise the following powers:(i) being in charge of the management of the company's production and operation, and organizing the implementation of board resolutions;(ii) organizing the implementation of annual operating plans and investment programs of the company;(iii) preparing the plan for the structure of the company's internal management;(iv) preparing the basic management scheme of the company;(v) formulating detailed company rules;(vi) recommending the appointment or removal of a deputy general manager and the officer incharge of finance;(vii) appointing and removing officers of the company other than those to be appointed or removed by the board;(viii) other powers prescribed by the articles of association or delegated by the board.The general manager shall be present at board meetings.Article 51 A small-scaled limited liability company with only a few shareholders may have an executive director without establishing a board of directors. The executive director may serve concurrently as the general manager of the company.The powers of the executive director shall be prescribed in the articles of association by reference to the provisions of Article 46 hereof.Absent a board of directors, the executive director of a limited liability company shall be the legal representative thereof.Article 52 A large-scaled limited liability company shall have a board of supervisors, which shall be composed of not fewer than 3 members. The board of supervisors shall elect one of its members as the person responsible for calling meetings.The board of supervisors shall be composed of shareholders' representative(s) and representative(s) of the workers' of the company at an appropriate ratio to be specifically prescribed in the articles of association. The workers' representative(s) on the board of supervisors shall be democratically elected by the workers of the company.A small-scaled limited liability company with only a few shareholders may have one or two supervisors.A director, the general manager and the officer in charge of finance may not serve concurrently as a supervisor.Article 53 Each term of a supervisor shall be 3 years, and a supervisor may continue to serve his post upon expiration of his term if he is re-elected.Article 54 The board of supervisors or the supervisor, as the case may be, shall exercise the following authorities:(i) reviewing the financial affairs of the company;(ii) monitoring the acts of the directors or the general manager to guard against violation of national statutes, administrative regulations or the articles of association in the course of performance of their duties;(iii) requiring the directors or the general manager to make rectification when any act thereof causes harm to company interests;(iv) proposing for interim meetings of shareholders' committee;(v) other authorities prescribed by the articles of association.The supervisors shall be present at board meetings.Article 55 When a company considers and decides upon matters which affect the personal interests of its workers, such as their wages, benefits, production safety and labor protection, or labor insurance, it shall first hear the opinions of the labor union and the workers of the company, and invite representatives of the labor union or the workers to be present at related meetings. Article 56 When a company considers and decides upon major matters relating to its production and operation, or formulates important rules and standards, it shall hear the opinions and suggestions of the labor union and the workers.Article 57 A person in any of the following categories may not serve as a director, supervisor, or。

国际结算(英文版)清华大学出版社-答案

KEY OF INTERNATIONAL SETTLEMENTChapter 11.Put the following phrases into English2.Put the following sentences into English(1)国际结算涉及有形贸易和无形贸易，外国投资，从其他国家借贷资金，等等。

The international settlement involves tangible trades, intangible trades, foreign investments, funds borrowed from or lent to other countries and so on.(2)许多银行注重发展国际结算和贸易融资的业务。

Many banks have focused on their business of international settlement and trade finance.(3)大多数国际间的支付来自于世界贸易。

Most of the international payments originate from transactions in the world trade.(4)一般来说，国际结算的方式分为三类：汇款、托收和信用证。

Usually the international settlement is divided into three broad categories: remittance, collection and letter of credit.3. True or False1)International payments and settlements are financial activities conducted inthe domestic country. (F)2)Fund transfers are processed and settled through certain clearing systems.(T)3)Using the SWIFT network, banks can communicate with both customers andcolleagues in a structured, secure, and timely manner.(T)4)SWIFT can achieve same day transfer.(T)4.Multiple Choice1)SWIFT is __B__A.in the united statesB. a kind of communications belonging to TT system for interbank’s fundtransferC.an institution of the United NationsD. a governmental organization2)SWIFT is an organization based in __A___A.BrusselsB.New YorkC.LondonD.Hong Kong3) A facility in fund arrangement for buyers or sellers is referred to __A___A.trade financeB.sale contractC.letter of creditD.bill of exchange4)Fund transfers are processed and settled through __C___A.banksB.SWIFTC.clearing systemD.telecommunication systems5)__C__is the reason why international trade first began.A.Uneven distribution of resourcesB.Patterns of demandC.Economic benefitsparative advantages5. Answer the following questions1)Where are the medium of exchange originated from?Tracing back the history of international settlement, the medium of exchange originated from coins to notes.2)What will inevitably lead to under the international political, economic andcultural exchanges?The international political, economic and cultural exchange inevitably leads to credits and debts owed by one country to another.3)Why do banks focus on the development of the businesses of internationalsettlement?Banks focus more and more on the development of the businesses because it isa major resource of profits.4)What will banks do to meet the higher and higher demand of the internationalmarket?Banks need to develop innovative products and deliver the best services possible in whatever way they can.Chapter 21.Put the following phrases into English2.Put the following sentences into English(1)用于国际结算的货币是可兑换的货币。

（完整版）商业银行管理彼得s.罗斯英文原书第8版英语试题库chap002

Chapter 2The Impact of Government Policy and Regulation on the Financial-Services IndustryFill in the Blank Questions1. The _____________________ was created as part of the Glass Steagall Act. In the beginning itinsured deposits up to $2,500.Answer: FDIC2. The________________________ is the law that states that a bank must get approved from theirregulatory body in order to combine with another bank.Answer: Bank Merger Act3. One tool that the Federal Reserve uses to control the money supply is _________________ . TheFederal Reserve will buy and sell T-bills when they are using this tool of monetary policy.Answer: open market operations4. The__________________________ was created in 1913 in response to a series of economicdepressions and failures. Its principal role is to serve as the lender of last resort and to stabilize the financial markets.Answer: Federal Reserve5. The __________________________ prevented banks from crossing state lines and made nationalbanks subject to the branching laws of their state. This act was later repealed by the Riegle Neal Interstate Banking law.Answer: McFadden-Pepper Act6. Because the FDIC levies fixed insurance premiums regardless of risk, this leads to a problem calledthe ____________________ among banks. The fixed premiums encourage all banks to accept greater risk.Answer: moral hazard7. In 1980, __________________________ was passed and lifted government ceilings on depositinterest rates in favor of free market interest rates.Answer: DIDMCA8. One tool that the Federal Reserve uses to control the money supply is _________________. TheFederal Reserve will change the interest rate they charge for short term loans when they are using this tool of monetary policy.Answer: changing the discount rate9. The first major federal banking law in the U.S. was the __________________________. This lawwas passed during the Civil War and set up a system for chartering national banks and created the OCC.Answer: National Banking Act10. The_________________________ was passed during the Great Depression. It separatedinvestment and commercial banks and created the FDIC.Answer: Glass-Steagall Act11. The__________________________ brought bank holding companies under the jurisdiction of theFederal Reserve.Answer: Bank Holding Company Act12. The__________________________ allows bank holding companies to acquire banks anywhere inthe United States. However, no one bank can control more than 30 percent of the deposits in any one state or more than 10 percent of the deposits across the country.Answer: Riegle-Neal Interstate Banking Act13. The allows banks to affiliate with insurance companies and securitiesfirms either through a holding company or as a subsidiary.Answer: Gramm-Leach-Bliley Act (Financial Services Modernization Act)14. Customers of financial-service companies may _____________________ of having their privateinformation shared with a third party such as a telemarketer. However, in order to do this they must tell the financial-services company in writing that they do not want their personal informationshared with outside parties.Answer: opt out15. The federal bank regulatory agency which examines the most banks is the ______________.Answer: FDIC16. The _________________ requires financial service companies to report suspicious activity incustomer accounts to the Treasury Department.Answer: U.S. Patriot Act17. The central bank of the new European Union is known as the _______________________.Answer: European Central Bank or ECB18. The _____________________ Act prohibits banks and other publicly owned firms frompublishing false or misleading financial performance information.Answer: Sarbanes-Oxley19.One of the main roles of the Federal Reserve today is . They have three tools thatthey use today to carry out this role; open market operations, the discount rate and legal reserverequirements.Answer: monetary policy20.The is the center of authority and decision making within the FederalReserve. It consists of seven members appointed by the president for terms not exceeding 14 years.Answer: Board of Governors21.The main regulators of insurance companies are .Answer: state insurance commissions22.Federal Credit Unions are regulated and examined by .Answer: the National Credit Union Administration.23.The makes it easier for victims of identity theft to file fraud alertsand allows the public to apply for a free credit report once a year.Answer: Fair and Accurate Credit Transactions Act (FACT Act)24.The makes it faster and less costly for banks to clear checks. Itallows for banks to electronically send check images instead of shipping paper checks across thecountry.Answer: Check 21 Act25.The was created by the National Banking Act and is part of theTreasury Department. It is the primary regulator of National Banks.Answer: Office of the Comptroller of the Currency (OCC)26.The _________________________ proposes various regulations applying to the financial markets-out” bill granted the US Treasury the means to to combat the recent credit crisis. This “bailpurchase troubled loans, allowed the FDIC to temporarily increase deposit insurance, andpermitted the government to inject additional capital into the banking system.Answer: The Emergency Economic Stabilization Act of 2008True/False QuestionsT F 27. Federal Reserve Act authorized the creation of the Federal Deposit Insurance Corporation.Answer: FalseT F 28. In the United States, fixed fees charged for deposit insurance, regardless of how risky a bank is, led to a problem known as moral hazard.Answer: TrueT F 28. Government-sponsored deposit insurance typically encourages individual depositors to monitor their banks' behavior in accepting risk.Answer: FalseT F 29. The Federal Reserve changes reserve requirements frequently because the affect of these changes is so small.Answer: FalseT F 30. The Bank Merger Act and its amendments requires that Bank Holding Companies be under the jurisdiction of the Federal Reserve.Answer: FalseT F 31. National banks cannot merge without the prior approval of the Comptroller of the Currency.Answer: TrueT F 32. The Truth in Lending (or Consumer Credit Protection) Act was passed by the U.S.Congress to outlaw discrimination in providing bank services to the public.Answer: FalseT F 33. The federal law that states individuals and families cannot be denied a loan merely because of their age, sex, race, national origin or religious affiliation is known as the CompetitiveEquality in Banking Act.Answer: FalseT F 34. Under the terms of the 1994 Riegle-Neal Interstate Banking law bank holding companies can acquire a bank anywhere inside the United States, subject to Federal Reserve Boardapproval.Answer: TrueT F 35. The 1994 federal interstate banking bill does not limit the percentage of statewide or nationwide deposits that an interstate banking firm is allowed to control.Answer: FalseT F 36. The term "regulatory dialectic" refers to the dual system of banking regulation in the United States and selected other countries where both the federal or central governmentand local governments regulate banks.Answer: FalseT F 37. The moral hazard problem of banks is caused by the fixed insurance premiums paid by banks and causes banks to accept greater risk.Answer: TrueT F 38. When the Federal Reserve buys T-bills through its open market operations, it causes the growth of bank deposits and loans to decrease.Answer: FalseT F 39. When the Federal Reserve increases the discount rate it generally causes other interest rates to decrease.Answer: FalseT F 40. The National Bank Act (1863) created the Federal Reserve which acts as the lender of last resort.Answer: FalseT F 41. FIRREA (1989) allowed bank holding companies to acquire nonblank depository institutions and, if desired, convert them into branch offices.Answer: TrueT F 42. The Sarbanes-Oxley Act allows banks, insurance companies, and securities firms to form Financial Holding Companies (FHCs).Answer: FalseT F 43. The Gramm-Leach-Bliley Act of 1999 essentially repeals the Glass-Steagall Act passed in the 1930s.Answer: TrueT F 44. Passed in 1977, the Equal Credit Opportunity Act prohibits banks from discriminating against customers merely on the basis of the neighborhood in which they live.Answer: FalseT F 45. The tool used by the Federal Reserve System to influence the economy and behavior ofbanks is known as moral hazard.Answer: FalseT F 46. One of the principal reasons for government regulation of financial firms is to protect the safety and soundness of the financial system.Answer: TrueMultiple Choice Questions47.Banks are regulated for which of the reasons listed below?A) Banks are leading repositories of the public's savings.B) Banks have the power to create money.C) Banks provide businesses and individuals with loans that support consumption and investmentspending.D) Banks assist governments in conducting economic policy, collecting taxes and dispensinggovernment payments.E) All of the above.Answer: E48.An institutional arrangement in which federal and state authorities both have significant bankregulatory powers is referred to as:A) Balance of PowerB) FederalismC) Dual Banking SystemD) Cooperative RegulationE) Coordinated ControlAnswer: C49.The law that set up the federal banking system and provided for the chartering of national bankswas the:A) National Bank ActB) McFadden-Pepper ActC) Glass-Steagall ActD) Bank Merger ActE) Federal Reserve ActAnswer: A50.The federal law that prohibited federally supervised commercial banks from offering investmentbanking services on privately issued securities is known as:A) The Glass-Steagall ActB) The Bank Merger ActC) The Depository Institutions Deregulation and Monetary Control ActD) The Federal Reserve ActE) None of the AboveAnswer: A51.The Gramm-Leach-Bliley Act (Financial Services Modernization Act) calls for linkinggovernment supervision of the financial-services firm to the types of activities that the firmundertakes. For example the insurance portion of the firm would be regulated by state insurance commissions and the banking portion of the firm would be regulated by banking regulators. This approach to government supervision of financial services is known as:A) Consolidated regulation and supervision.B) Functional regulation.C) Services oversight.D) Umbrella supervision and regulation.E) None of the above.Answer: B52.The Federal Reserve policy tool under which the Fed attempts to bring psychological pressure tobear on individuals and institutions to conform to the Fed's policies, using letters, phone calls,and speeches, is known as:A) Margin requirementsB) Moral suasionC) Discount window supervisionD) Conference and compromiseE) None of the above.Answer: B53.The 1994 law that allowed bank holding companies to acquire banks anywhere in the U.S. is:A) The Glass-Steagall ActB) The Federal Deposit Insurance Corporation Improvement ActC) The National Bank ActD) The Riegle-Neal Interstate Banking and Branching Efficiency Act.E) None of the above.Answer: D54.The federal law that allowed the Federal Reserve to set margin requirements is:A) The National Banking Act.B) The McFadden-Pepper Act.C) The Glass Steagall Act.D) The Federal Reserve Act.E) None of the above.Answer: C55.Of the principal reasons for regulating banks, what was the primary purpose of the NationalBanking Act (1863)?A) Protection of the public's savingsB) Control of the money supplyC) Providing support for government activitiesD) Maintaining confidence in the banking systemE) Preventing banks from realizing monopoly powers56.Of the principal reasons for regulating banks, what was the primary purpose of the Federal ReserveAct of 1913?A) Protection of the public's savingsB) Control of the money supplyC) Preventing banks from realizing monopoly powersD) Ensuring an adequate and fair supply of loansE) None of the above.Answer: B57.The law that allows lifted government deposit interest ceilings and allowed them to pay acompetitive interest rate is:A) The National Banking Act.B) The Glass Steagall Act.C) The Bank Merger Act.D) DIDMCAE) None of the above.Answer: D58.The law that allows banks to affiliate with insurance companies and security brokerage firms toform financial services conglomerates isA) The National Banking ActB) The Glass Steagall ActC) The Garn St. Germain ActD) The Riegle Neal Interstate Banking ActE) The Gramm-Leach-Bliley Act (Financial Services Modernization Act)Answer: E59.Of the principal reasons for regulating banks, what was the primary purpose of the Truth inLending Law?A) Protection of the public's savingsB) Control of the money supplyC) Preventing banks from realizing monopoly powersD) Ensuring an adequate and fair supply of loansE) None of the above.Answer: D60.Which of the following is an unresolved issue in the new century?A) What should be done about the regulatory safety net set up to protect small depositors?B) If financial institutions are allowed to take on more risk, how can taxpayers be protected frompaying the bill when more institutions fail?C) Does functional regulation actually work?D) Should regulators allow the mixing of banking and commerce?E) All of the above are unresolved issues61.The law that made bank and nonbank depository institutions more alike in the services they couldoffer and allowed banks and thrifts to more fully compete with other financial institutions is:A) The National Banking ActB) The Federal Reserve ActC) The Garn-St. Germain ActD) The Riegle-Neal Interstate Banking and Branching Efficiency ActE) The Gramm-Leach-Bliley Act (Financial Services Modernization Act)Answer: C62.The law that allowed bank holding companies to acquire nonbank depository institutions andconvert them to branches is:A) The National Banking ActB) The Garn-St. Germain ActC) FIRREAD) The Riegle-Neal Interstate Banking and Branching Efficiency ActE) None of the AboveAnswer: C63.The equivalent of the Federal Reserve System in Europe is known as the:A) European UnionB) Bank of LondonC) Basle GroupD) European Central BankE) Swiss Bank CorporationAnswer: D64.The new financial organization created by Gramm-Leach-Bliley is theA) Financial Holding CompanyB) Bank Holding CompanyC) European Central BankD) Financial Service CorporationE) Financial Modernization OrganizationAnswer: A65.The act which requires financial institutions to share information about customer identities withgovernment agencies is:A) The Sarbanes-Oxley ActB) The U.S. Treasury Department ActC) The 9/11 ActD) The USA Patriot ActE) The Gramm-Leach-Bliley ActAnswer: D66.The 1977 law that prevents banks from “redlining” certain neighborhoods, refusing to serve those areas is:A) The National Banking ActB) The Garn-St. Germain ActC) FIRREAD) The Riegle-Neal Interstate Banking and Branching Efficiency ActE) Community Reinvestment Act (CRA)Answer: Emon minimum capital requirements on banks in leading industrialized nations that are basedon the riskiness of their assets is imposed by:A) The National Banking ActB) FIRREAC) The International Banking ActD) The Basel AgreementE) None of the AboveAnswer: D68.The fastest growing crime in the U.S. is:A) Financial statement misrepresentationB) Bank robberiesC) Individual privacy violationsD) Credit card fraudE) Identity theftAnswer: E69.The oldest federal bank agency is the:A) OCCB) FDICC) FRSD) FHCE) BHCAnswer: A70.The federal agency that regulates the most banks is the:A) OCCB) FDICC) FRSD) FHCE) BHCAnswer: B71.Which federal banking act requires that financial service providers establish the identity of anycustomers opening new accounts?A) Sarbanes-Oxley ActB) USA Patriot ActC) Check 21 ActD) The FACT ActE) Bankruptcy Abuse Prevention and Consumer Protection ActAnswer: B72.Which federal banking act prohibits publishing false or misleading information about the financialperformance of a public company and requires top corporate officers to vouch for the accuracy of their company’s financial statements?A) Sarbanes-Oxley ActB) USA Patriot ActC) Check 21 ActD) The FACT ActE) Bankruptcy Abuse Prevention and Consumer Protection ActAnswer: A73.Which federal banking act reduces the need for banks to transport paper checks across the country?A) Sarbanes-Oxley ActB) USA Patriot ActC) Check 21 ActD) The FACT ActE) Bankruptcy Abuse Prevention and Consumer Protection ActAnswer: C74.Which federal banking act forces more individuals to repay at least part of what they owe and willpush higher-income borrowers into more costly forms of bankruptcy?A) Sarbanes-Oxley ActB) USA Patriot ActC) Check 21 ActD) The FACT ActE) Bankruptcy Abuse Prevention and Consumer Protection ActAnswer: E75.Which federal banking act requires the Federal Trade Commission to make it easier for victims ofidentity theft to make theft reports and requires credit bureaus to help victims resolve theproblem?A) Sarbanes-Oxley ActB) USA Patriot ActC) Check 21 ActD) The FACT ActE) Bankruptcy Abuse Prevention and Consumer Protection ActAnswer: D76.The _________ allows adequately capitalized bank holding companies to acquire banks in anystate.A)Riegle-Neal Interstate Banking and Branching Efficiency ActB)Competitive Equality Banking Act25C)Financial Institutions Reform, Recovery and Enforcement ActD)Federal Deposit Insurance Corporation Improvement ActE)Depository Institutions Deregulation and Monetary Control ActAnswer: A77.One of the earliest theories regarding the impact of regulation on banks was developed by GeorgeStigler. He contends that:A) Firms in regulated industries actually seek out regulations because they bring monopolisticrents.B) Regulations shelter firms from changes in demand and cost, lowering its risk.C) Regulations can increase consumer confidence which increases customer loyalty to regulatedfirms.D) Depository institutions should be regulated no differently than any other corporation with nosubsidies or special privileges.E) None of the aboveAnswer: A78.Samual Peltzman had an opposing view to George Stigler on the impact of regulation on banks. Hecontends that:A) Firms in regulated industries actually seek out regulations because they bring monopolisticrents.B) Regulations shelter firms from changes in demand and cost, lowering its risk.C) Regulations can increase consumer confidence which increases customer loyalty to regulatedfirms.D) Depository institutions should be regulated no differently than any other corporation with nosubsidies or special privileges.E) None of the aboveAnswer: B79.There is an important debate raging today regarding whether banks should be regulated at all.George Benston contends that:A) Firms in regulated industries actually seek out regulations because they bring monopolisticrents.B) Regulations shelter firms from changes in demand and cost, lowering its risk.C) Regulations can increase consumer confidence which increases customer loyalty to regulatedfirms.D) Depository institutions should be regulated no differently than any other corporation with nosubsidies or special privileges.E) None of the aboveAnswer: D80.The European Central Bank has the main goal of:A) Ensuring the economy grows at an adequate rate.B) Keeping unemployment low.C) Ensuring price stability.D) Ensuring an adequate and fair supply of loans.E) All of the aboveAnswer: C26Test Bank, Chapter 281.Which of the following has become the principal tool of central bank monetary policy today?A) Open market operationsB) Changing the discount rateC) Changing reserve requirementsD) Using moral suasionE) None of the aboveAnswer: A82.The Federal Reserve buys Treasury Bills in the open market. This will tend to:A) Cause interest rates in the market to riseB) Cause interest rates in the market to fallC) Cause reserves held at the Federal Reserve to decreaseD) Cause a decrease in the growth of deposits and loansE) All of the aboveAnswer: B83.Which federal banking act extends deposit insurance coverage on qualified retirement accountsfrom $100,000 to $250,000 and authorizes the FDIC to periodically increase deposit insurancecoverage to keep up with inflation?A) Sarbanes-Oxley ActB) The Gramm-Leach-Bliley ActC) Check 21 ActD) The FACT ActE) Federal Deposit Insurance Reform ActAnswer: E84.The Financial Services Regulatory Relief Act of 2006 does the following:A) Adds selected new service powers to depository institutionsB) Loosens regulations on depository institutionsC) Grants the Federal Reserve authority to pay interest on depository institutions’D) All of the aboveE) None of the aboveAnswer: D85.The Emergency Economic Stabilization Act passed in 2008 during the global credit crisis allowedthe following:A) An emergency sale of “bad assets”B) Temporary increase of FDIC deposit insurance to $250,000 for all depositsC) Injections of capital by the government into banks and other qualified lendersD) Closer surveillance of the mortgage market participants, such as brokers and lendersE) All of the aboveAnswer: E27。

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Chapter 2 Conducting Business in the United StatesSummary of Learning Objectives which will be tested in the 3rd week:I. T race the history of business in the United States1. Laissez-faire and Entrepreneurial Era2. The Production Era3. The Marketing Era4. The Global Era5. The Internet EraAll the advantages and disadvantages listed in the PPT are also required to remember.II. T ypes of Business Organizations1. Sole Proprietorships2. Partnerships3. Cooperatives in Agriculture4. CorporationsIII. Describe the Basic Issues Involved in Creating and Managing a Corporation1. three distinct bodies: stockholder, board of directors and corporate officers.2. initial public offering (IPO)3. preferred stock4. common stockIV. Special Issues in Corporate Ownership1. Strategic alliance: strategy in which two or more organizations collaborate on a project for mutual gain.2. Joint venture: strategic alliance in which the collaboration involves joint ownership of new venture.3. Employee Stock Ownership Plan (ESOP)4. Institutional investors: large investors, such as mutual funds and pension funds, that purchase large blocks of corporate stock.5. Merger: the union of two corporations to form a new corp.Acquisition: the purchase of one company by another.6. Divestiture: strategy whereby a firm sells one or more of its business units.7. Spin-off: strategy of setting up one or more corporate units as nes, independent corporations.Phrases that will be tested in the 3rd week:Laissez-fair（放任自由政策）:the principle that the government should not interfere in the economy but should instead let business function without regulation and according to its own natural laws.How does the growth of the Internet affect business? There are at least three different ways: 1.T he Internet will give a dramatic boost to trade in all sectors of the economy, especiallyservices.2.T he Internet will serve to level the playing field, at least to some extent, between larger and smaller enterprises regardless of what products or services they sell.3.The Internet also holds considerable potential as an effective and efficient networking mechanism among businesses.Sole proprietorship（独资企业）: Business owned and usually operated by one person who isresponsible for all of its debts.Unlimited liability（无限责任）: Legal principle holding owners responsible for paying off all debts of a business.Partnership（伙伴关系）: Business with two or more owners who share in both the operation of the firm and in financial responsibility for its debts.Corporation（企业）: Business that is legally considered and entity separate from its owners and is liable for its own debts; owners’ liability extends to the limits of their investment.Limited liability（有限责任）: Legal principle holding investors liable for a firm’s debts only to the limits of their personal investments in it.Stock（股票）: Share of ownership in corporation.Initial public offering (IPO)（首次公开募股或上市）:First offer of shares in a closely held corporation to outside investors.Preferred stock（优先股）: Stock that guarantees it s holders fixed dividends and priority claims over assets but no corporate voting rights.Common stock（普通股）: Stock that pays dividends and guarantees corporate voting rights, but offers last claims over assets.Board of directors（董事会）: Governing body of a corporation that reports to its shareholders and delegates the power to run its day-to-day operations, but remains responsible for sustaining its assets.Chief executive officer (CEO)（首席执行官）: Top manager hired by the board of directors to run a corporation.Business cycleBoom and bust. The long-run pattern of economic growth and recession. According to the Centre for International Business Cycle Research at Columbia University, between 1854 and 1945 the average expansion lasted 29 months and the average contraction 21 months. Since the second world war, however, expansions have lasted almost twice as long, an average of 50 months, and contractions have shortened to an average of only 11 months. Over the years, economists have produced numerous theories of why economic activity fluctuates so much, none of them particularly convincing. A Kitchin cycle supposedly lasted 39 months and was due to fluctuations in companies' inventories. The Juglar cycle would last 8—9 years as a result of changes in investment in plant and machinery. Then there was the 20-year Kuznets cycle, allegedly driven by house-building, and, perhaps the best-known theory of them all, the 50-year kondratieff wave. hayek tangled with keynes over what caused the business cycle, and won the nobel prize for economics for his theory that variations in an economy's output depended on the sort of capital it had. Taking a quite different tack, in the late 1960s Arthur Okun, an economic adviser to presidents Kennedy and Johnson, proclaimed that the business cycle was "obsolete". A year later, the American economy was in recession. Again, in the late 1990s, some economists claimed that technological innovation and globalisation meant that the business cycle was a thing of the past. Alas, they were soon proved wrong.。