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Legitimate; Illegal; If the manager is the legal representative, there is a problem with the manager; Cannot be withdrawn; Company A's claim is not established, Company B's claim is established, and Company C's claim cannot be established.

[Answer to case question 4].

The above activities of the company are inconsistent with the provisions of the Company Law as follows:

1) The "Company Law" stipulates that if the shares are established by way of raising, the shares subscribed by the promoter must not be 35 of the total number of shares of the company. When the company was established, the total share capital was 30 million yuan, of which 22 million yuan was raised from the society, and the promoter subscribed only 8 million yuan, accounting for only 26 7 of the company's total share capital.

2) The Company Law stipulates that the issuance of new shares by a company shall be separated by more than one year from the previous issuance. The company issued new shares on 8 January 1996, less than one year after the previous offering.

3) The Company Law stipulates that the merger of a company shall be notified to creditors within 10 days from the date of making the merger agreement, and shall be announced in the newspaper at least three times within 30 days, and the creditors who have not received the notice shall have the right to require the company to pay off its debts or provide corresponding guarantees within 90 days from the date of the first announcement. If the company fails to pay its debts or does not provide guarantees, the company shall not be merged. During the merger process, the time of the company's notice to creditors, the time of issuance of announcements and the number of announcements were inconsistent with the provisions of the law.

The industrial and commercial registration of the company for the merger less than 90 days from the date of the first announcement is also inconsistent with the law.

4) The Company Law stipulates that if a director is unable to attend the board of directors for any reason, he or she may entrust other directors in writing to attend the board meeting on his behalf. Therefore, A's entrustment is legal and valid; However, if B and C entrust non-directors to attend, their entrustment is illegal and invalid, because the entrusted person has no right to attend the board meeting.

5) The Company Law stipulates that a meeting of the board of directors shall be held only if more than 1 2 directors are present. There are 15 members of the board of directors of the company, and 7 of them attended the meeting legally (i.e., 6 people attended in person and 1 person entrusted by A), which was less than half of the number of board members, and the convening of the board meeting did not comply with the law.

6) Item (2) of the agenda items belongs to the powers of the general meeting of shareholders, and item (4) is the authority of the company's managers, which shall not be discussed and decided by the board of directors of the company.

7) Resolutions of the Board of Directors shall be passed by a majority of all directors and not by half of the directors present at the meeting.

1. Ding is responsible for repaying the loan.

Basis] Article 18 of the Guarantee Law:

Where the parties stipulate in the guarantee contract that the guarantor and the debtor shall be jointly and severally liable for the debt, it is a joint and several liability guarantee.

If the debtor of the joint and several liability guarantee fails to perform the debt upon the expiration of the debt performance period specified in the main contract, the creditor may require the debtor to perform the debt, and may also require the guarantor to bear the guarantee liability within the scope of the guarantee.

Article 19 of the Guarantee Law:

Where the parties have not agreed on the method of guarantee or the agreement is not clear, they shall bear the guarantee liability in accordance with the joint and several liability guarantee.

2. Ding should repay 20,000 yuan.

Basis] Article 30 of the Interpretation of the Security Law: During the guarantee period, if the creditor and the debtor make changes to the quantity, price, currency, interest rate and other contents of the main contract, without the consent of the guarantor, if the debtor's debt is reduced, the guarantor shall still bear the guarantee liability for the modified contract; If the debtor's debt is aggravated, the guarantor shall not be liable for the aggravated part.

3. Ding can recover from Wang.

Basis] Article 31 of the Guarantee Law: After the guarantor assumes the guarantee liability, it has the right to recover from the debtor.

At present, Mr. Wang is engaged in a small commodity wholesale business in Nanji Street, and Mr. Liu is engaged in a clothing business in China World Trade City. One day, Mr. Liu called Mr. Wang, saying that he urgently needed 100,000 yuan to go to Guangdong to buy clothing, and asked if he could help solve it? Mr. Wang promised to deliver it the next morning.

Mr. Liu immediately purchased a ticket to Guangdong and notified the ** merchant in Guangdong that in addition to the original reservation of 100,000 yuan of goods, an additional 200,000 yuan of goods were added. The next morning, Mr. Liu called Mr. Wang several times, but no one answered. It wasn't until noon that Mr. Wang answered**, saying that he had drunk too much last night and had just woken up, and his wife had gone out to deliver goods again, and the money could not be withdrawn, so he could not lend you money, and apologized.

Mr. Liu had no choice but to refund the ticket and notify the ** merchant in Guangdong to cancel the additional order. As a result, Mr. Liu lost 400 yuan in refund fees and Guangdong ** merchants deducted 20,000 yuan in fines for canceling additional orders, and Wang and Liu had a dispute.

Question: 1. Mr. Liu believes that the two parties have reached an agreement on the loan matter, the loan contract has been established and taken effect, and Wang should bear the liability for breach of contract, in addition to compensating for the loss of refund and the loss of fines imposed by the merchant, he should also compensate him for the operating profit of 40,000 yuan after repurchasing 200,000 yuan of goods.

Is this claim sustainable?

2. Mr. Wang admitted to borrowing money, but because he was drunk and mishap, he did not mean to do so and did not agree to compensate for the loss. Is this claim sustainable?

3. Mr. Wang agreed to compensate for the loss of the refund ticket and the loss of the fine of the merchant, and said that it was legal to do so. Is this claim sustainable?

4. If Wang and Liu agree in writing to borrow money and stipulate in the agreement that "this agreement shall take effect upon the signing of both parties", should Mr. Wang be liable for Mr. Liu's claim in "1" above?