B

　　(6)①It meet the requirement for Company A to ask Mr. Wang to give his gain from Company B to Company A, because according to the Company Law, without the general meeting of shareholders’ approval, if directors, supervisors and other senior executives take advantage of their position to seek commercial opportunities which belong to the company for their own or for others’ interest, or operate similar business with the company for their own or for others, all gain s are belong to the company. ②It does not meet the requirement for Board of Directors of Company A to fire Mr. Wang as director of Company A, and to nominate Mr. Zhang as director of Company A, because according to the Company Law, the general meeting of shareholders has the authority to nominate and change directors, and Board of Directors does not have the authority

　　(7)①Company Jia should further complete its contribution. According to related regulations, after establishment of limited liability company, if the actual value of the non-monetary contribution is obviously lower than the value specified in the articles of the company, the related shareholder should further contribute to eliminate the difference. ②Company Yi and Company Bing should undertake the responsibility of Company Jia’s untrue contribution. According to the Company Law, the other establishment shareholders of limited liability company should undertake joint and several liability. ③It does not meet the requirement for the Board of Directors to exempt Company Jia’s responsibility to further contribute, because according to the Company Law, it is legal responsibility for the sponsor shareholder to adequately contribute the Paid in capital, which cannot be exempted by any agreement, article or board resolution

　　2

　　[答案] (1)拒付理由成立。根據支付結算法律制度規定，采用托收承付結算方式時，必須事先簽有買賣合同并在合同中明確規定采用該種結算方式，否則付款人有權拒絕。

　　(2)乙對到期票據拒付的理由不能成立。因為票據債務人不得以自己與持票人的前手之間的抗辯事由對抗持票人。

　　(3)丁、丙拒絕承擔責任的理由不成立。

　　①丁的理由不成立。根據《票據法》規定，持票人向其前手行使追索權的金額包括票據金額、票據利息和發出追索通知所需的費用，故追索金額82萬元合法。

　　②丙的理由不成立。背書時間和付款日期均為相對應記載事項，記載與否，不影響票據形式的合法性和有效性。

　　(4)丙對票據實施的行為屬于偽造、變造票據的欺詐行為：①假冒甲的名義背書并盜蓋甲公司公章屬于偽造票據的行為;②涂改票據金額的行為屬于變造行為。

　　(5)甲應承擔連帶責任。匯票結算方式下，前手是否接到追索通知，不影響后手追索權的行使，甲向戊付款后，可就其后手延期通知給其造成的損失要求后手承擔賠償責任。