Xinhua News Agency, Shanghai, June 22nd 　Title: Large projects usher in new nodes, and the Yangtze River Delta integration demonstration zone will resume development.

　　Xinhua News Agency reporter Hu Jiefei

　　Transport vehicles shuttled back and forth, and the electric drill splashed sparks. In late June, it was sunny in jinze town, Qingpu District, Shanghai. On the construction site of Huawei Qingpu R&D Center, more than a thousand workers were working nervously.

　　As a key project of the Yangtze River Delta Integration Demonstration Zone, Huawei Qingpu R&D Center plans to build Huawei’s largest innovation base in the world. Yang Wei, project manager of Huawei Qingpu R&D Center Project (Group F) of China Construction Third Bureau, said that the first R&D office building of Huawei Qingpu R&D Center (Group F) has been capped recently with the completion of the last cubic meter of concrete pouring and after ten months of construction.

　　Construction site of Huawei Qingpu R&D Center (Photo courtesy of interviewee)

　　Major industrial projects catch up with the progress, infrastructure speeds up China Unicom, and system innovation is non-stop … … The epidemic situation has continued to cooperate, and the Yangtze River Delta ecological green integration development demonstration zone across Shanghai, Jiangsu and Zhejiang has gradually resumed development since June.

　　— — Digital, green and low-carbon projects show vitality. Guided by digital, green and low-carbon projects, the demonstration effect of the Yangtze River Delta integration demonstration zone has become more and more prominent, breaking the time and space restrictions and better promoting the free flow of factors.

　　Recently, China Mobile Yangtze River Delta (Suzhou) Cloud Computing Center officially landed in Fenhu High-tech Zone, Wujiang District, Suzhou City, Jiangsu Province. The center will serve the "East Counting and West Computing" project and optimize the allocation of resources.

　　Located in Qingpu, Shanghai, the Yangtze River Delta Oasis Zhigu Zhaoxiang Park has introduced 24 entities, covering software information, new materials, intelligent robots and so on. "At present, the overall return to work rate of enterprises in the park has reached more than 80%, and it is accelerating to return to normal track." Xu Qing, deputy general manager of Zhaoxiang Emerging Industry Economic Development Co., Ltd. in the Yangtze River Delta, said.

　　In Jiashan County, Jiaxing City, Zhejiang Province, the interior decoration of the No.1 workshop of Lanjun New Energy Project, which has a total investment of 5.5 billion yuan and produces lithium-ion battery cells and modules, has also been basically completed recently. According to expectations, the project will realize trial production of three production lines in July, and the main body of the No.2 workshop project will be topped up in August.

　　— — Infrastructure links to explore new roads. Recently, in the Liantang section of Husuhu Railway in Qingpu District, with the successful pouring of precast box girder, the construction of this section has entered a new stage of bridge paving.

　　As a railway line connecting many cities in the Yangtze River Delta, the Shanghai-Suzhou-Lake Railway will be connected with the Shanghai-Hangzhou high-speed railway, the Ning Hang high-speed railway and the Shanghai-Hangzhou high-speed railway to jointly build an intercity express railway network in the core area of the Yangtze River Delta and promote the high-quality development of regional integration.

　　In Shanghai, the west extension project of Shanghai Rail Transit Line 17, which has received much attention, also ushered in an orderly resumption of work. In the future, this extended rail transit line will become an important channel connecting the Yangtze River Delta Integration Demonstration Zone and Hongqiao International Business District, helping the residents in the Yangtze River Delta to move conveniently.

　　Construction site of Liantang section of Shanghai-Suzhou-Lake Railway (Photo courtesy of interviewee)

　　— — Cross-domain communication adds new scenes. Following the "off-site withdrawal of provident fund to repay mortgage", recently, residents of the Yangtze River Delta integration demonstration zone can take the lead in experiencing "off-site withdrawal of provident fund to pay rent"; In addition, for enterprises in the region, the financial service platform "e-Enterprise Finance" in the Yangtze River Delta Integration Demonstration Zone has also launched the function of "cross-domain credit granting". As long as enterprises release demand, foreign banks can also "grab orders", effectively alleviating the financing problems of some enterprises since the current epidemic.

　　"There are frequent trade exchanges in the Yangtze River Delta, and the financing needs of SMEs in the region have further improved. Such a platform will help financial institutions and enterprises to effectively connect." Zhou Bingqing, account manager of Shanghai Yangtze River Delta Sub-branch of China Construction Bank, said.

　　Beijing, January 25th (Reporter Shangguan Yun), a client of Zhongxin. com, "I was busy entertaining New Year guests on the morning of the first day of the year. The streets are crowded with farmers wearing new clothes, men, women and children, bustling, eating and selling, going to pubs, buying decals (that is, New Year pictures), watching tricks, and crowded everywhere. " This is a reunion scene described by Feng Zikai in "Chinese New Year".

　　"the first day of the first month" refers to the first day of the first month, and it is also the "spring festival" today. On this day, the younger generation will pay New Year greetings to their elders, prepare refreshments to entertain guests, and welcome the New Year and spring.

Data Map: As the Spring Festival approaches, people in Beijing buy New Year pictures. China News Service reporter Futian photo

　　The Spring Festival with a long history

　　"In addition to the sound of firecrackers at the age of one, the spring breeze warms Tu Su. Thousands of families always change new peaches for old ones. "

　　After New Year’s Eve, the first day of the first month followed. Du Taiqing in the Sui Dynasty said in the Five Candles Collection: "The first month is the end of the month, and one day is the Yuan Day, which is also a cloud, and it is also a cloud." After the Revolution of 1911, the Gregorian calendar was adopted to count the years, so it was called "New Year’s Day" on January 1st of the Gregorian calendar and "Spring Festival" on the first day of the first lunar month.

　　Therefore, in this sense, Chinese has a long history of celebrating the Spring Festival. Moreover, in the old folk tradition, the Spring Festival started in La Worship in the twelfth lunar month, or the sacrificial stoves on the 23rd and 24th of the twelfth lunar month did not end until at least the 15th day of the first month (Shangyuan Festival), and the days passed slowly.

　　"Because it appeared very early, the Spring Festival-related celebrations have existed since their own written records." Wang Juan, a folklorist, said that it was just that the initial activity time was not fixed, and it was not until the Han Dynasty had a standardized calendar that the date was determined.

　　In the farming society, Chinese New Year is a rare reunion and leisure time in a year. Spring Festival or Spring Festival is more like a continuous process, reaching its climax on New Year’s Eve and the first day of the first month. From the first day of junior high school to the seventh day of junior high school, every day has some exquisite and corresponding customs.

　　The first day of the first month is "Chicken Day"

　　The first day of the first month plays a very important role in the whole New Year custom.

Data map: The picture shows that the shops are full of new year’s goods with a strong flavor. Photo by Yellow River

　　Legend has it that from the first day of the first month to the seventh day of the first month, Nu Wa made chickens, dogs, pigs, sheep, cows and horses in the first six days, and made people on the seventh day. Therefore, these seven days are called chicken day, dog day, pig day, sheep day, cow day, horse day and human day respectively.

　　That is to say, the first day of the first month is also the "Chicken Day". The ancients paid special attention to the chicken and called it "the bird of five virtues". The Biography of Korean Poetry said that it has a crown on its head and is a virtue; There is a distance behind the foot to fight, which is a martial virtue; It is brave for the enemy to dare to fight before; It is benevolence to have food to greet the same kind; It is faith to keep vigil and dawn.

　　There is also a legend that "chickens eat ghosts". On this day, people will paint chickens and stick them on the doors to show their sincerity. The earliest chicken shape was carved on the door, and later it was derived from paper cutting, New Year pictures and other forms: the cock’s mouth was full of "five poisons", that is, scorpions, lizards, etc., which meant to ward off evil spirits.

　　Celebrate New Year’s greetings to elders and prepare refreshments to entertain guests.

　　After the New Year’s Eve dinner, I also received the Kitchen God, and stepped on the scraps of firecrackers and paper. As usual, on the first day of the first month of the first month, I was going to "pay New Year greetings" to my relatives and elders. People put on new clothes, prepare refreshments and sweets, and entertain guests.

Data Map: Various shapes of "Rat" lanterns. Photo by Luo Bo

　　This is also a way for people to bid farewell to the old and welcome the new and express their best wishes to each other. Generally speaking, New Year’s greetings begin at home. On the morning of the first day, after the younger generation gets up, they should first pay New Year’s greetings to their elders, saying auspicious words such as wishing good health. The elders should also give some lucky money to the younger generation, and everyone is happy.

　　After that, neighbors, relatives and friends will also visit each other for New Year’s greetings or get together for drinks. Gu Tieqing, a Qing Dynasty man, described in Qing Jia Lu, "Men and women worship their parents twice, and the master leads a humble family, leaving relatives and friends of their neighbors … … Even those who don’t meet for the rest of their lives, at this time, they also worship each other at the door … …”

　　During the Spring Festival, people who are familiar with each other meet on the road. They should say "Congratulations on getting rich" and "Best wishes in the four seasons" to each other, or simply say "Happy New Year". Although there are not many words, they are soaked with the festive spirit of the New Year.

　　With the development of the times, the ways of New Year greetings are constantly changing, adding new contents and forms, such as WeChat New Year greetings and telephone New Year greetings.

　　Why are you not allowed to "move the broom" on this day?

　　During the Spring Festival, ancient scholar-officials had the custom of greeting each other with famous cards. Wen Zhiming, a great painter of the Ming Dynasty, described it in the poem "New Year"; "I don’t want to meet each other, but I want to pay tribute, and the famous paper is full of cover; I also throw a few papers with people, and the world hates simplicity and is not too empty. "

Data map. China News Service reporter Liu Xinshe

　　The above-mentioned "name thorn" and "name nickname" are a bit like "New Year cards" later. They are convenient and practical for connecting feelings and exchanging greetings, and they are still popular today.

　　In addition, it is said that the first day of the first month is the birthday of the broom, so you can’t move the broom on this day, otherwise it will sweep away all the good luck. If you have to sweep the floor, you have to sweep the house from the outside, so you won’t "break the money".

　　In the same way, you can’t throw water out and take out the garbage on this day. People clean their homes on New Year’s Eve. On the first day of the lunar new year, they don’t take out brooms or take out garbage, and then they prepare a big bucket to hold waste water.

　　Today, those taboos are naturally superstitious, but in terms of real life, they also have another meaning: I hope people will work less and have more rest during the New Year.

　　In addition to jiaozi, there are these foods on the first day of the first month.

　　Jiaozi is a must-have food during the Spring Festival. In addition, in ancient times, people also paid attention to eating eggs and spicy dishes. In the Jin and Zhou Dynasties, the local customs record says: "Zhengdan, when you swallow a chicken, it is called refined shape. I also spit five spicy dishes in the morning to help make five Tibetan qi. "

Data Map: jiaozi posed as a fish. Photo by Wang Yizhao

　　The vegetables put in the five-spice plate are not exactly the same everywhere. Generally, there are five kinds of spicy vegetables, such as onion and leek, and some places will put coriander and spring vegetables. Different dishes have different meanings. But on the whole, "Xin" is homophonic for "new", which means welcoming the new year.

　　From the perspective of traditional Chinese medicine, eating spicy food is also an adjustment to the body: turbid qi accumulates in the body all winter. The ancients believed that eating spicy herbs is conducive to releasing those turbid qi, and eating "new" things at the beginning of the new year echoes the coming spring.

　　"If you have money and no money, go home for the New Year." Spring Festival is of great significance in Chinese’s life. Up to now, the old custom has long been a culture that needs no explanation and has been integrated into people’s blood. Even though I have been away from home for many years, I am still haunted by dreams.

editorial comment/note

In order to improve the thinking ability of commercial trials in Shanghai No.2 Intermediate People’s Court and the courts in its jurisdiction, improve the quality and effectiveness of commercial trials, and improve the unified mechanism of applying laws, the Commercial Court of Shanghai No.2 Intermediate People’s Court conducted a typological investigation and exploration on the application of factor-based trial methods in some commercial cases. In this issue, "Guidelines for Factor-based Trial of Equity Transfer Disputes (Trial)" was published, which was jointly written by the Commercial Court of Shanghai No.2 Intermediate People’s Court and the Commercial Court of Huangpu Court, and was discussed and passed at the meeting of professional judges of the Commercial Court of Shanghai No.2 Intermediate People’s Court, providing reference for commercial trials of courts in the jurisdiction.

Common trial elements and their review points

Equity transfer, a changes in equity based on legal acts, is a private law act in which the transferring shareholder and the transferee conclude an equity transfer contract and transfer the equity. Articles 71 to 75 of Chapter III of People’s Republic of China (PRC) Company Law (hereinafter referred to as the Company Law) make special provisions on this. Equity transfer contracts have the characteristics of general civil contracts. The general provisions on the validity of civil legal acts (invalid, undetermined and revocable) and their consequences in the General Part of People’s Republic of China (PRC) Civil Code (hereinafter referred to as the Civil Code) and the provisions on the validity of contracts in the Contract Part of the Civil Code are applicable to equity transfer contracts. The provisions on the conclusion, performance, liability for breach of contract, and dissolution of the contract in the Civil Code are also applicable to the equity transfer contract. The equity transfer contract is an unnamed contract, the subject matter of which is equity, and it is a special sales contract. According to the provisions of Articles 467 and 646 of the Civil Code, in the absence of other laws, disputes over equity transfer can be resolved by referring to the relevant provisions of applicable sales contracts. These Guidelines closely follow the right attribute of equity, and focus on the typical problems that distinguish equity transfer contracts from sales contracts, including: the relationship between state supervision and contracts, the relationship between restrictions on equity transfer by laws or articles of association, the relationship between company capital system and contracts, etc., and collect information on case elements, sort out specific review points, and use them as reference for similar cases. It should be noted that these guidelines mainly focus on the review points in the trial of disputes over equity transfer contracts.If it involves the transfer of equity as a disciplinary action, special instructions will be made. In addition, this guideline does not involve disputes over equity transfer contracts of financial institutions and share transfer contracts of listed companies.

one

Ordinary equity transfer contract

Obtaining complete equity based on equity transfer is a gradual process, which first occurs between the transferor and the transferee, then between the transferee and the company, and finally between the third party (including the transferor’s creditors, transferee’s creditors, company creditors, etc.) and the company. When the equity appears purely as a target, the contractual rights and obligations mainly involve both parties to the equity transfer. Such disputes may be more about whether the contract law is fully fulfilled or whether there are problems such as dissolution after the contract purpose cannot be achieved. The determination of the rights and obligations of both parties should follow the true meaning of the parties. Usually, after the equity transfer contract comes into effect, the main payment obligations of both parties to the equity transfer contract are that the transferor transfers the equity and the transferee pays the equity transfer money.

1. Obligations of the assignor

As for the assignor’s obligations, the reasons for the dispute between the two parties or the assignee’s defense are mainly as follows: first, the restrictions on equity transfer in the articles of association have not been observed, the consent of other shareholders has not been obtained or clearly obtained, or the preemptive right of other shareholders has not been respected. Second, the company has not completed the internal procedures, including the changes recorded in the register of shareholders, the failure to issue a capital contribution certificate, and the failure to amend the articles of association. Third, the change registration of shareholders in the company registration authority has not been completed. The main points of the review of the first point have been sorted out in part (b). Regarding the second and third points mentioned above, although there is great controversy about the changes in equity model in theory and practice, for both parties to the equity transfer contract, how to determine the transferor’s obligations and whether to complete the main payment obligations should respect the agreement of both parties and seek the true meaning. The main points of review are as follows:

① If it is stipulated in the contract that the transferor shall cooperate with the target company to complete the renewal of the investment certificate, change the records in the register of shareholders, modify the articles of association and change the company registration, the transferor shall fulfill the corresponding obligations according to the contract. If the assignor fails to perform the above obligations, the assignee may request to order the assignor to perform the corresponding obligations. If the assignor refuses to perform, the assignee may exercise the right of rescission according to law.

(2) If there is no explicit agreement in the contract, it shall be determined whether the contents agreed by both parties include that the transferor shall ensure that the transferee’s shareholder status is confirmed by the company, and whether it includes the obligation to ensure that the company completes the registration of the transferee as a shareholder. After confirming the assignor’s obligations, it is further judged whether the assignor has breached the contract or not, and whether it constitutes a fundamental breach of contract, which leads to the failure to achieve the contract purpose.

③ Unless otherwise agreed in the contract, the signing of the contract presumes that the transferor agrees to transfer the equity to the transferee, and the transferor shall inform the company of the equity transfer. If the transferor fails to inform the company of the transfer in time, the transferee may request the transferor to perform the corresponding obligations.

④ According to Article 73 of the Company Law, it is the legal obligation of the company to record the transferee in the register of shareholders, issue a capital contribution certificate, modify the shareholders’ clauses in the Articles of Association, and register the change of shareholders at the company registration authority, which is not an obligation under the equity transfer contract. If the transferor has notified the company of the equity transfer, but the company fails to complete the above changes in time, the transferee has the right to require the company to fulfill its legal obligations and claim compensation for losses.

⑤ Even if the company has not registered the change of company, if the transferee has participated in the shareholders’ meeting as a shareholder and received dividends, and there are no other special provisions in the equity transfer contract, and the transferor has not refused to cooperate, if the transferee refuses to pay the equity transfer fee just because the company has not registered the change, its claim will be difficult to support. You can explain to the transferee that you can sue the company separately.

2. Obligations of the assignee

2.1 Review points of equity transfer payment

In the equity transfer contract, the transferee’s main payment obligation is to pay the equity transfer money, and the key points of review are as follows:

① Determination of equity transfer payment. Disputes over the amount of equity transfer money mostly occur when the equity transfer contract kept by the parties and the equity transfer contract filed by the registration authority have different stipulations on equity transfer money. This kind of "yin-yang contract" is mostly caused by the parties’ tax avoidance and tax evasion. In this case, we should explore the true meaning of both parties in combination with the negotiation process, contract agreement and contract performance, and determine which contract or the price in which contract reflects the true meaning of both parties. It is forbidden for judges to determine the price by themselves according to the company’s assets and financial information, and according to the "fairness principle".

(2) On the exercise of the right of defense for simultaneous performance. If the transferee refuses to pay the equity transfer payment on the grounds that the transferor has not delivered the company license and account books, it should pay attention to examining whether the equity transfer contract has a corresponding agreement on the transferor’s obligation to deliver the company license and account books, and whether this obligation corresponds to the obligation to pay the equity transfer payment.

2.2 One party requests to confirm that the equity transfer contract is invalid or cancel the equity transfer contract because of dissatisfaction with equity transfer price.

Equity is a special "commodity". There is no unified market for the equity of a limited liability company, and its value is difficult to determine. Besides the company’s assets, the company’s cash flow is also an important factor for both parties to determine the price. For both parties to the transaction, the determination of equity transfer price is the "subjective" judgment of the commercial subject. In addition, the company’s industry and industry development will also have an impact on the equity value. In addition, changes in equity involves many links, and the parties may go back on their word during this period, which is also an important reason for the frequent disputes over equity transfer. After the signing of the equity transfer contract, if one party requests to confirm that the equity transfer contract is invalid or request to cancel the contract because of disagreement with the equity price, the main points of the review are as follows:

(1) the price factor itself is not the reason for determining that the contract is invalid. Whether the contract is invalid or not should be determined according to the relevant provisions of the Civil Code on the invalidity of legal acts.

(2) After the signing of the equity transfer contract, if one party requests to cancel the equity transfer contract on the grounds of major misunderstanding, obviously unfair, fraud, etc. because of disagreement with the equity price, it shall be reviewed according to the relevant provisions of the Civil Code on the cancellation of legal acts and combined with specific cases.

(3) If there is no such situation, the parties to the contract should not support their objections to the effectiveness of the contract just because they have objections to the equity price or the equity price changes greatly, which is the risk that the parties should bear. Even if there is a change of circumstances, it will be handled by the court at the request of the parties according to the legal provisions and specific circumstances under the premise that the equity transfer contract is valid.

3. Review of other contract disputes.

3.1 Equity transfer contract for shareholders who have not completed the capital contribution period, shareholders who have not fulfilled or fully fulfilled their capital contribution obligations, and shareholders who have withdrawn their capital contribution.

(1) The shareholders who have not completed the capital contribution period transfer their shares to the outside world, and the main points of review are as follows:

(1) Shareholders who have not completed the capital contribution period can still transfer their equity according to law, and the corresponding equity transfer contract shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the stipulations of the equity transfer contract, but the obligations of both parties to the company and its creditors shall be determined according to relevant laws. It is worth noting that at present, the Company Law and judicial interpretation do not directly stipulate the obligations of the transferor in this case, but the first paragraph of Article 88 of the Second Revised Draft of the Company Law stipulates this situation: "If a shareholder transfers the equity that has subscribed for capital contribution but has not yet paid the capital contribution period, the transferee shall bear the obligation to pay the capital contribution; If the transferee fails to pay the capital contribution in full and on time, the transferor shall bear supplementary responsibilities for the capital contribution that the transferee fails to pay on time. " In the trial practice, we should continue to pay attention to the revision of the Company Law. Before the revision of the Company Law is completed, we can handle such disputes with reference to this spirit.

(2) Shareholders who have not fulfilled or not fully fulfilled their capital contribution obligations transfer their shares to the outside world. The main points of review are as follows:

① Shareholders who fail to fulfill or fully fulfill their capital contribution obligations transfer their equity to the outside world, and the validity of the corresponding equity transfer contract is determined as above.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the agreement on equity transfer. According to Article 18 of the Supreme People’s Court’s Provisions on Several Issues Concerning the Application of the Company Law of People’s Republic of China (PRC) (hereinafter referred to as Interpretation III of the Company Law), if a shareholder fails to perform or fails to fully perform his capital contribution obligations, the transferee knows or should know that the company has the right to request the shareholder to perform his capital contribution obligations and the transferee is jointly and severally liable for it, and the company’s creditors have the right to request the shareholder with capital contribution obligations to bear supplementary liability for the unpaid part of the company’s debts within the scope of principal and interest, and the transferee shall bear joint liability. Paragraph 2 of Article 88 of the Second Revised Draft of the Company Law also stipulates that "if a shareholder fails to pay the capital contribution in full on schedule or the actual price of non-monetary property as capital contribution is significantly lower than the subscribed capital contribution, if the transferee knows or should know the above situation, he shall be jointly and severally liable with the shareholder within the scope of insufficient capital contribution."

(3) Withdrawing the capital contribution shareholders to transfer their shares to the outside world, and the main points of review are as follows:

(1) If the shareholder who withdraws the capital contribution transfers the equity to the outside world, the validity of the corresponding equity transfer contract shall be determined as above.

(2) The rights and obligations of the transferor and the transferee shall be determined according to the agreement on equity transfer, but the obligations of both parties to the company and its creditors shall be determined according to relevant laws. At present, the Company Law and judicial interpretation do not directly stipulate the assignee’s obligations in this case. If the withdrawal of capital contribution is understood as an infringement of the company’s property rights, it seems that there is no legal basis for requiring the assignee to bear joint liability for the relevant responsibilities of the assignor without assisting the assignor to withdraw capital contribution. However, if the transferor withdraws the capital contribution immediately after the capital contribution, the situation is not much different from that of the non-capital contribution. If the transferee knows or should know of the above situation, it can refer to the provisions of Article 18 of Interpretation III of the Company Law.

3.2 The effectiveness of the equity transfer contract during the existence of the husband-wife relationship

This kind of cases mostly occur at the stage of divorce proceedings between husband and wife or before they are ready to file divorce proceedings. Plaintiffs usually regard the equity as the common property of husband and wife, and take their spouses and equity transferees as defendants on the grounds that their spouses and equity transferees are not approved by the plaintiff, that is, both parties to the equity transfer contract are told to the court and request to confirm that the equity transfer contract is invalid. Key points for review of such cases:

(1) the equity acquired during the marriage relationship or the equity invested by the husband and wife’s joint property is not necessarily the joint equity of the husband and wife. The ownership of equity and the determination of shareholders’ qualifications should be determined according to the articles of association, the register of shareholders and the company registration.

② Shareholders have the right to dispose of foreign transfer of equity without the consent of their spouses.

③ The corresponding equity transfer contract shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

3.3 Equity transfer contract for nominal shareholders to transfer equity under the condition of holding equity on behalf of others.

Article 25 of Interpretation III of the Company Law stipulates, "If a nominal shareholder transfers, pledges or disposes of the equity registered in his name, and the actual investor requests that the disposition of the equity is invalid on the grounds that he has actual rights over the equity, the people’s court may refer to the provisions of Article 311 of the Civil Code. If the nominal shareholder disposes of the equity and causes the actual investor to lose money, and the actual investor requests the nominal shareholder to bear the liability for compensation, the people’s court shall support it. " In practice, stock holding can be divided into two situations: complete anonymity and incomplete anonymity. The main points of review are as follows:

(1) completely anonymous. In this case, for the company, other shareholders and the transferee, the investor is a shareholder and cannot be called a "nominal shareholder". The investor has the right to dispose of the equity transfer, and the equity transfer contract is valid. changes in equity is no different from ordinary equity transfer, so there is no room for the application of Article 25 of Interpretation III of the Company Law.

② Incomplete anonymity. In this case, within the company, all other shareholders admit that the actual investor is a shareholder, and the nominal shareholder is not a shareholder in essence. Therefore, the nominal shareholder’s unauthorized transfer of equity constitutes no right to dispose of it. In this case, as a burden, the equity transfer contract shall be deemed valid unless there are other circumstances that affect the effectiveness of the contract. For the effectiveness of punishment, we can refer to the provisions of Article 311th of the Civil Code on bona fide acquisition.

two

Restrictions on equity transfer by laws or articles of association and equity transfer contract

The object of the equity transfer contract is equity, and equity, as a right facing the company organization, should be adjusted by the relevant legal norms of the company organization in the Company Law. The restrictions on equity transfer in the Company Law and other laws or articles of association will inevitably have an impact on the equity transfer contract.

1. The preemptive right of other shareholders and the equity transfer contract

1.1 Shareholders’ preemptive right

1.1.1 "Company Law" on the provisions of shareholders’ preemptive right

The Company Law restricts the equity transfer of a limited liability company. If the transferring shareholder transfers the equity to the outside world, other shareholders shall enjoy the preemptive right under the same conditions.

In view of the fact that the exercise of the preemptive right of other shareholders and the remedies after the preemptive right is infringed will have an impact on the equity transfer contract, it is necessary to sort out the main points of the review of the exercise of the preemptive right of shareholders first:

(1) The subject and conditions for exercising the preemptive right. According to the second paragraph of Article 71 of the Company Law, specifically:

① Other shareholders in a limited liability company except the transferring shareholder.

(2) transfer shareholders to transfer equity to people other than shareholders.

③ Where there are other provisions in the articles of association on equity transfer, such provisions shall prevail.

(2) The consent right of other shareholders (first notice). According to the provisions of Paragraph 2 of Article 71 of the Company Law and Paragraph 1 of Article 17 and Article 22 of Interpretation 4 of the Company Law, shareholders of a limited liability company shall notify other shareholders when transferring their equity to persons other than shareholders, specifically:

(1) notification method. The transferring shareholder may be notified in writing or in other reasonable ways to ensure knowledge. According to the provisions of Article 137 of the Civil Code, the notice shall come into effect when other shareholders know its contents. If it is made in a non-dialogue way, it will take effect when it reaches other shareholders; If the non-dialogue notice is in the form of data message, if other shareholders designate a specific system to receive the data message, the data message will take effect when it enters the specific system; if no specific system is designated, other shareholders know or should know that the data message will take effect when it enters its system. The notification obligor shall be the transferring shareholder.

② Where the equity is transferred to a person other than the shareholders through auction, the method of "written notice" and "notice" shall be determined according to the legal provisions in Item ① above and the laws and regulations related to auction. When transferring state-owned shares in a legally established property rights exchange, the way of "written notice" and "notice" can refer to the trading rules of the property rights exchange.

③ Proportion of agreed transfer. It must be agreed by more than half of other shareholders, which is determined by "number of shareholders" here, not by voting rights, and the company is not allowed to relax the conditions of consent in its articles of association.

(4) the period of consent and the change of disagreement and consent. Other shareholders shall reply within 30 days from the date of receiving the written notice. If they fail to reply, they shall be deemed to have agreed to the transfer. Shareholders who do not agree to the transfer shall purchase the transferred equity; Do not buy, as agreed to transfer.

(3) The preemptive right of other shareholders (second notice). According to the provisions of Paragraph 3 of Article 71 of the Company Law and Paragraph 2 and Paragraph 3 of Article 17 of Interpretation 4 of the Company Law, Article 18, Article 19 and Article 22, other shareholders may exercise the preemptive right under the same conditions:

(1) the way of notification. Shareholders may notify in writing or in other reasonable ways to ensure knowledge.

② The same conditions. When judging whether it meets the "equal conditions", we should consider the quantity, price, payment method and time limit of the transferred equity. The same conditions are not limited to specific fixed factors, as long as all kinds of factors that are reasonably valued by the transferor and can have a substantial impact on the transaction are listed here, such as the obligation of subordinate payment that cannot be replaced or can not be valued by money, the commitment to employee placement, the commitment to debt commitment, equity swap, etc.

(3) Where the equity is transferred to a person other than a shareholder by auction, the "written notice", "notice" and the determination of "equivalent conditions" shall be determined according to relevant laws and judicial interpretations. When transferring state-owned shares in a legally established property rights exchange, the methods of "written notice" and "notice" and the determination of "equivalent conditions" can refer to the trading rules of the property rights exchange.

(4) other shareholders exercise their rights within a reasonable period of time. Shareholders who claim the priority to purchase the transferred equity shall, after receiving the notice, make a purchase request within the exercise period stipulated in the articles of association. If the exercise period is not specified in the Articles of Association or is unclear, the period specified in the notice shall prevail; if the period specified in the notice is shorter than 30 days or the exercise period is unclear, the exercise period shall be 30 days.

(4) Two-in-one notification procedure. In practice, after the transferring shareholder and the potential transferee negotiate the terms of the contract or the basic transaction conditions, the two notices are merged into one notice, which should also be deemed to be in compliance with the relevant provisions of the law. If other shareholders are willing to accept the contract on the same terms, both parties can directly conclude the contract. We should also pay attention to the relevant provisions of the revised company law. At present, Article 84 of the Revised Draft of the Company Law only stipulates one notice, that is, "if a shareholder transfers his equity to a person other than a shareholder, he shall notify other shareholders in writing, and other shareholders shall have the preemptive right under the same conditions".

(5) Transfer the shareholders’ right of estoppel. According to Article 20 of Interpretation 4 of the Company Law, the transferring shareholder has the right to go back on his word:

(1) Unless otherwise stipulated in the Articles of Association, if the transferring shareholder does not agree to transfer the equity after other shareholders claim the preemptive right, the claim of preemptive right of other shareholders shall not be supported.

(2) the right of estoppel shall not be abused.

③ If the transferring shareholder goes back on his word, other shareholders may claim that the transferring shareholder should compensate his reasonable losses.

(6) Remedies for infringement of preemptive right. According to Article 21 of Interpretation 4 of the Company Law, the remedies for infringement of preemptive right include claiming priority and damages, as follows:

(1) advocate the realization of preemptive right. Where the transferring shareholder fails to seek the opinions of other shareholders on the transfer of its equity, or damages the preemptive right of other shareholders by means of fraud or malicious collusion, other shareholders may claim to purchase the transferred equity under the same conditions, but they shall do so within 30 days from the date when they know or should know the same conditions for exercising the preemptive right, except that more than one year has passed since the date of registration of equity change. These "30 days" and "one year" are the same period, and the provisions of suspension, interruption and extension are not applicable.

(2) claim damages. If the infringed shareholder is unable to exercise the preemptive right for reasons other than his own, he may claim damages.

(3) Other shareholders only request to confirm the equity transfer contract and the validity of changes in equity, and do not advocate to purchase the transferred equity under the same conditions at the same time, so their application shall not be supported, except that other shareholders cannot exercise the preemptive right due to their own reasons, and claim damages.

1.1.2 Special Provisions on Shareholders’ Right of Consent and Preemptive Right of Foreign-invested Enterprises

Articles 11 and 12 of the Provisions of the Supreme People’s Court on Several Issues Concerning the Trial of Disputes in Foreign-invested Enterprises (I) stipulate the validity of the equity transfer contract when the shareholders’ consent rights and preemptive rights of foreign-invested enterprises are infringed, which is different from the relevant provisions of the Company Law of People’s Republic of China (PRC) (hereinafter referred to as the Company Law) and the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of People’s Republic of China (PRC) (IV) (hereinafter referred to as the Company Law Interpretation IV), and should be paid attention to.

① If a shareholder of a foreign-invested enterprise transfers all or part of its equity to a third party other than the shareholder, it shall be unanimously agreed by other shareholders, who have the right to request cancellation of the equity transfer contract on the grounds that they have not obtained their consent. Exceptions: firstly, there is evidence that other shareholders have agreed; secondly, the transferor has given a written notice on the transfer of equity, and other shareholders have not given a reply within 30 days from the date of receiving the written notice; thirdly, other shareholders do not agree to the transfer and do not buy the transferred equity.

② If a shareholder of a foreign-invested enterprise transfers all or part of its equity to a third party other than the shareholder, other shareholders have the right to request cancellation of the equity transfer contract on the grounds that the equity transfer infringes on their preemptive right. Unless other shareholders know or should know that they have not claimed the preemptive right within one year from the date of signing the equity transfer contract.

(3) If the transferor or transferee requests that the equity transfer contract is invalid on the grounds of infringing the preemptive right of other shareholders, it shall not be supported.

1.2 Infringe on the preemptive right of other shareholders and the performance of the equity transfer contract

The exercise of the shareholders’ preemptive right and the remedies after the infringement of the preemptive right are often related to the performance of the equity transfer contract between the transferring shareholders and the transferee. If the shareholders’ preemptive right is infringed, they can claim to exercise the preemptive right, but the equity transfer contract between the transferring shareholders and the transferee cannot be continued. If the shareholders’ preemptive right is infringed, they can only claim damages, and the equity transfer contract between the transferring shareholders and the transferee may not be affected. According to the contents of Article 9 of the Minutes of the Ninth People’s Congress, the specific review points are as follows:

① The equity transfer contract between the transferring shareholder and the transferee shall be deemed valid if there are no other reasons that affect the effectiveness of the contract.

② The exercise of preemptive right by other shareholders only leads to the transferee’s inability to request the transferring shareholder to continue to perform the equity transfer contract, that is, it only affects the punishment behavior. Although the transferee other than the shareholder’s request to continue to perform the equity transfer contract cannot be supported, it does not affect its request to the transferring shareholder to bear the corresponding liability for breach of contract, and it can also request to terminate the contract on the grounds that the contract purpose cannot be achieved.

(3) Even if the transferring shareholder has completed the company change registration without notifying other shareholders after signing the equity transfer contract with the transferee, it should be recognized that the equity transfer contract between the transferring shareholder and the transferee implies the following obligations, that is, when other shareholders exercise the preemptive right according to law, the transferee should cooperate to re-transfer the equity to the transferring shareholder, including cooperating to handle the corresponding change registration.

2. Equity transfer contract under the condition that the company’s articles of association restrict equity transfer.

Based on the closeness and humanity of a limited liability company, Article 71 of the Company Law stipulates that "if there are other provisions on equity transfer in the articles of association, those provisions shall prevail". If the restrictions on equity transfer in the articles of association are not invalid, the effectiveness and performance of the equity transfer contract that violates the restrictions on equity transfer in the articles of association may cause disputes among the parties. The main points of review are as follows:

① The Articles of Association is an agreement on internal autonomy of the company, not a mandatory provision of laws and regulations. Violation of the Articles of Association does not necessarily lead to the invalidity of the equity transfer contract. If there are no other reasons that affect the effectiveness of the contract, it shall be deemed valid.

(2) If the equity transfer violates the company’s articles of association, so that the transferee cannot obtain the equity, the transferee may claim the liability for breach of contract from the transferring shareholder, or terminate the contract on the grounds that the purpose of the contract cannot be achieved.

③ If the transferee is aware of the relevant restrictions in the Articles of Association when signing the contract, the corresponding losses shall be borne by him.

3. Share transfer contracts that violate legal restrictions.

The shares held by the shareholders of a joint-stock company can be transferred according to law. However, for the shareholders with special status and Dong Jiangao, Article 141 of the Company Law still has certain restrictions on their share transfer. The effectiveness and performance of the equity transfer contract that violates the legal restrictions may cause disputes among the parties. The key points of the case review are as follows:

3.1 In view of the restrictions on the transfer of shares by promoters in the Company Law,

① The shares of the Company held by the promoters shall not be transferred within one year from the date of establishment of the Company. In addition, the shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.

(2) If the promoters transfer shares within the restricted period stipulated by law, if the equity transfer contract is a contract with a term or conditions, it shall be deemed valid if there are no other reasons that affect the effectiveness of the contract. Both parties have the right to request the other party to perform the contract according to the contract from the date when the term expires or the conditions are fulfilled.

(3) When the promoters transfer their shares within the restricted sale period stipulated by law, they may determine that the disciplinary action is invalid if the contract is deemed to be valid. The transferee should be aware of the relevant legal restrictions before signing the contract, and the corresponding losses should be borne by himself. The signing of the share transfer agreement between the sponsor and the transferee does not exempt them from their legal responsibilities, including the obligations of the sponsor as a shareholder of the company.

3.2 In view of the restrictions imposed by the Company Law on directors, supervisors and senior managers,

① During his term of office, the company’s Dong Jiangao shall not transfer more than 25% of the total shares of the company he holds, and the shares of the company he holds shall not be transferred within one year from the date of listing and trading of the company’s shares. Within six months after leaving his post, he shall not transfer his shares in the Company.

② The review points of the effectiveness of share transfer contract and liability for breach of contract are the same as 3.1.

three

State supervision and equity transfer contract

In the trial of equity transfer disputes, we should first pay attention to the effectiveness of the contract, and state supervision has an important impact on the effectiveness and performance of the contract.

1. State supervision and effectiveness of equity transfer contract

1.1 Equity transfer of state-owned enterprises

The transfer of state-owned shares shall follow the principles of equal compensation, openness, fairness and justice, so as to prevent the loss of state-owned assets and damage the legitimate rights and interests of all parties to the transaction. Articles 51 to 57 of the State-owned Assets Transfer Part of Section V of the State-owned Assets Law of People’s Republic of China (PRC) Municipality make relevant provisions on the approval, evaluation and trading place of the equity transfer of state-owned holding and shareholding companies.

(1) The influence of the approval procedure on the equity transfer contract of state-owned enterprises. Attention should be paid to whether the equity transfer of state-owned enterprises should be approved, and the main points of the review are as follows:

(1) if the relevant approval procedures affect the effectiveness of the contract without approval, according to the provisions of Article 502 of the Civil Code, the contract shall be deemed to be ineffective without approval. If the parties request to confirm that the contract is invalid on this ground, it will not be supported.

② If the aforesaid equity transfer contract is deemed to be ineffective because it has not been approved, it will not affect the effectiveness of the clauses in the contract in which the parties perform the obligation of approval and the relevant clauses set due to the obligation of approval.

(3) If the relevant approval procedures do not affect the effectiveness of the contract and are not approved, it will only affect the effectiveness of disciplinary actions or have adverse consequences in administrative supervision according to relevant laws and regulations. If there are no other reasons that affect the effectiveness of the contract, the equity transfer contract shall be deemed to be valid.

Specifically, according to the provisions of Article 25 of the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises, if the transfer of state-owned property rights of enterprises causes the state to lose its holding position, it shall be reported to the people’s government at the same level for approval. According to the provisions of Article 26, the invested enterprise shall report to the state-owned assets supervision and administration institution at the same level for countersigning with the financial department for approval when deciding on the transfer of major state-owned property rights of its important subsidiaries. If it involves the examination and approval of the government’s social and public management, it shall be reported to the relevant government departments for examination and approval in advance. According to the provisions of Article 32, if the above approval procedures are not fulfilled, the state-owned assets supervision and administration institution or the relevant approval institution for the transfer of state-owned property rights of enterprises shall require the transferor to terminate the transfer of property rights, and if necessary, bring a lawsuit to the people’s court according to law to confirm that the transfer is invalid. Accordingly, if the above situation is not approved, the relevant equity transfer contract will not take effect. Therefore, for the equity transfer of state-owned enterprises, attention should be paid to examining whether there are the above situations or other situations stipulated by law that require the approval of the party to take effect.

(2) Other circumstances that affect the effectiveness of the contract. According to the provisions of Article 32 of the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises, in the process of the transfer of state-owned shares, the state-owned assets supervision and administration institution or the relevant approval institution for the transfer of state-owned property rights of enterprises shall require the transferor to terminate the transfer of property rights, and if necessary, bring a lawsuit to the people’s court according to law to confirm that the transfer is invalid. In case that the violation of the relevant provisions of the State-owned Assets Law of People’s Republic of China (PRC) on evaluation and trading places causes damage to the national interests, it belongs to the case that the provisions of Article 153 of the Civil Code violate the mandatory provisions of the law, and the relevant contracts shall be deemed invalid. The main points of the review are as follows:

(1) for the transfer of state-owned shares, attention should be paid to whether the review and evaluation procedures conform to the provisions of the Law of People’s Republic of China (PRC) on State-owned Assets of Enterprises.

(2) For the transfer of state-owned shares, attention should be paid to examining whether the trading place complies with the provisions of the Law of People’s Republic of China (PRC) on State-owned Assets of Enterprises.

1.2 Equity transfer of foreign investment

(1) The influence of the approval procedure on the equity transfer contract with foreign investment. According to the provisions of the Supreme People’s Court Municipality on Several Issues Concerning the Trial of Dispute Cases of Foreign-invested Enterprises (I), the main points of the review are as follows:

(1) If the equity transfer contract with foreign investment shall come into effect after being approved by the examination and approval authorities of foreign-invested enterprises according to laws and regulations, it shall come into effect as of the date of approval. Without approval, it shall be deemed that the contract has not come into effect. If the parties request to confirm that the contract is invalid on this ground, it will not be supported.

(2) If the equity transfer contract is deemed to be ineffective because it has not been approved, it will not affect the effectiveness of the clauses in the contract that the parties perform the obligation of approval and the relevant clauses set due to the obligation of approval.

(3) If the supplementary agreement reached by the parties on matters related to foreign-invested enterprises does not constitute a major or substantial change to the approved contract, it shall not be deemed that the supplementary agreement has not taken effect on the grounds that it has not been approved by the examination and approval authority of foreign-invested enterprises. "Major or substantial changes" include: changes in registered capital, company type, business scope, business term, capital contribution subscribed by shareholders, capital contribution mode, company merger, company division and equity transfer.

(2) The influence of negative list on the effectiveness of foreign-invested equity transfer contract. Article 28 of Chapter IV Investment Management of the Foreign Investment Law of People’s Republic of China (PRC) deals with the provisions on equity transfer of foreign-invested enterprises, that is, foreign investors are not allowed to invest in the areas prohibited by the negative list of foreign investment access, and the areas restricted by the negative list of foreign investment access, and foreign investors should meet the conditions stipulated by the negative list when investing. Foreign investment in areas outside the negative list shall be managed in accordance with the principle of consistency between domestic and foreign investment. Articles 2 to 5 of the Supreme People’s Court’s Interpretation on Several Issues Concerning the Application of the Foreign Investment Law of People’s Republic of China (PRC) further clarify the influence of foreign investment-related agreements, including equity transfer contracts, according to the above provisions. The main points of review are as follows:

① Investment contracts formed in areas other than the negative list of foreign investment access need not be approved or registered.

② In the negative list, the relevant equity transfer contract in the field of prohibited investment is invalid.

③ In the field where the negative list restricts investment, the parties concerned do not meet the special management measures for restricted access, and the relevant equity transfer contract is invalid.

Matters needing attention in the trial:

① Before the effective judgment is made, the equity transfer contract is valid if the investment is prohibited or restricted from moving out of the negative list.

② If the relevant contracts were signed before the implementation of the Foreign Investment Law (January 1, 2021), and the dispute over the equity transfer contract is still in the first and second trial proceedings, the new provisions shall apply.

(3) The above provisions shall apply with reference to disputes over equity transfer related to investments in the Mainland by investors from Hong Kong, Macao and Taiwan and China citizens who have settled abroad.

2. Breach and dissolution of the equity transfer contract that fails to fulfill the obligation of approval

The equity transfer contract that must be approved by the administrative organ and come into effect, the agreement related to the obligation of approval comes into effect independently, and the breach and dissolution of such contracts are different from other equity transfer contracts that are all in effect. According to the provisions of Article 502 of the Civil Code and the contents of Articles 38, 39 and 40 of the Minutes of Civil and Commercial Trials of National Courts (hereinafter referred to as Minutes of the Ninth People’s Congress) issued in 2019, the specific review points are as follows:

(1) review of the obligation of approval and relevant breach clauses.

(1) the contract that needs to be approved by the administrative organ to take effect, if there is a special agreement on the obligation of approval and the liability for breach of contract that fails to fulfill the obligation of approval, the agreement will take effect independently.

(2) because the other party fails to perform the obligation of approval, one party has the right to request the termination of the contract and ask it to bear the corresponding liability for breach of contract stipulated in the contract.

(3) The party who undertakes the obligation of approval shall not refuse to perform the obligation of approval on the grounds that the contract has not come into effect, otherwise the other party may go through the relevant formalities by himself and claim damages for the expenses or actual losses arising therefrom.

(2) Interpretation of the obligation of approval

① If one party requests the other party to perform the main rights and obligations of the contract, it shall explain to him that the application should be changed to request to perform the obligation of approval. If a party changes the claim, it shall be supported.

(2) If the party refuses to change the claim after the explanation, it shall reject its claim, but it shall not affect it to file another lawsuit.

(3) review of the handling after the judgment has fulfilled the obligation of approval.

(1) after the court ruled that one party performed the obligation of approval, the party refused to perform it, and the other party has the right to request it to bear the liability for breach of contract after compulsory execution.

(2) one party shall perform the obligation of approval according to the judgment, and the administrative organ shall approve it, and the contract shall have full legal effect, and it shall have the right to request the other party to perform the contract. Without the approval of the administrative organ, the contract is not legally enforceable, and one party has the right to request the termination of the contract.

four

Equity transfer contract involving the transfer of company control rights and assets.

1. Equity transfer contract involving the transfer of control rights of the company

If the purpose of the equity transfer contract is for the transferee to obtain the control right of the target company, the examination elements of the transferor’s obligations, the corresponding liability for breach of contract and the termination of the contract are different from the above-mentioned ordinary equity transfer contract. While applying the relevant provisions of the Civil Code, we cannot ignore the relevant regulations of the Company Law on company organization and corporate governance.

For the equity transfer contract involving the transfer of control rights of the company, the contract usually includes the following contents: the transferor shall complete the delivery or handover of various financial documents, legal documents, company seals, business licenses, customer information, technical secret information and even personnel in the company; Distribution requirements of corporate governance power, such as re-election of the board of directors or quota allocation, and change of legal representative; The disclosure of the debts of the target company and the relevant commitments and guarantee clauses.

To some extent, this kind of contract dispute is not a simple transaction contract, but has the attribute of organization contract. The main points of review are as follows:

① Whether the agreement of the equity transfer contract conflicts with the relevant provisions of the Company Law and the articles of association.

(2) The obligations of the transferor of such contracts are not limited to notifying the company and assisting in handling all kinds of changes, but may also include ensuring that the company completes the corresponding change registration, as well as other contractual obligations such as license, transfer of financial information, and ensuring the re-election of the board of directors. The assignor’s failure to perform the agreed obligations constitutes a breach of contract. For the termination of the contract, the purpose of the contract should be determined by combining the transaction background and contract content of both parties, and then it should be determined whether the contract purpose can not be realized if the assignor fails to perform according to the contract.

(3) If the transferor fails to disclose the company’s debts truthfully, if the contract commitment and guarantee clauses stipulate the corresponding liability for breach of contract, the parties’ agreement shall be respected; if there is no agreement, the transferor’s liability for breach of contract shall be determined according to the contract purpose of the parties and the losses of the transferee.

④ We should strictly grasp the fundamental breach of contract. With regard to the termination of the equity transfer contract, the provisions on the termination of the contract in the Contract Part of the Civil Code shall apply. For the provisions of the part of the sales contract, it should be determined whether it can be applied according to the characteristics of equity transfer, and the influence of equity transfer on the company organization law should be fully considered, and equity transfer should not be simply equated with the sale of movable property and real estate. In the trial, such disputes will face the question of whether the breach of contract by one party will inevitably lead to the dissolution of the equity transfer agreement when the control right has been transferred. Once this kind of equity transfer contract is performed, if it has actually participated in the company’s operation and management, the company has completed the change registration and invested other resources, the fundamental breach of contract should be strictly grasped, and the frequent termination of the contract may have an adverse impact on the stability of the company’s operation and management.

2. Equity transfer contract involving company assets transfer

There are the following differences between asset transfer and equity transfer: First, the subjects are different. The transferor of assets transfer is the company, and the transferor of equity transfer is the shareholder of the company. Second, the legal effect is different. The transfer of assets is the transfer of property rights. In principle, the buyer does not bear the responsibility of the seller, and the creditor of the seller (company) can only claim rights from the seller (company), but not from the asset buyer. Equity transfer is only the change of the "owner" of the company, and the original creditor’s rights and debts of the company are still borne by the company unless otherwise agreed.

In principle, in the case of equity transfer, in the absence of special agreement, the transferee cannot hold the transferor responsible for the asset defects of the target company, because in the transaction arrangement of equity transfer, the transferor only has the obligation to guarantee the authenticity of the equity, but has no obligation to ensure the authenticity of the corresponding asset value represented by the equity, which is the risk that the transferee should bear. However, if the purpose of signing the equity transfer contract (accepting 100% equity of the target company) is to obtain the assets of the company, the equity transfer agreement makes special provisions on the handover of the assets of the target company and the liability for asset defects, and the agreement of the parties should also be respected.

The main points of relevant case review are as follows:

① Distinguish between asset transfer and equity transfer. In practice, there is a phenomenon that the concepts of asset transfer and equity transfer are confused. We should confirm the transfer object according to the contract agreement, the contents of negotiation between the two parties, the signing background and the performance after signing the contract, so as to determine the nature of the contract and clarify the rights and obligations of the parties to the contract.

②100% equity transfer and asset transfer can be handled according to the same principle. If the target of equity transfer is 100% equity of the target company, there is no essential difference between equity transfer and asset transfer. If the transferee of the asset transfer should bear the responsibility of defect guarantee, the transferee in the 100% equity transfer can also ask the transferor to bear the corresponding responsibility. After all, the equity represents the right holder’s control over the enterprise to a certain extent. The more shares, or the more shares held by the company, the stronger the shareholder’s control over the company.

③ Consideration of enterprise’s "defects" in the case of 100% equity transfer. In the case of 100% equity transfer, the purpose of the contract is usually for the transferee to gain control of the company. As far as an enterprise is concerned, even if there are some material and immaterial defects in the enterprise, it does not mean that the value of the enterprise will be impaired. In the end, the value of the enterprise depends on the cash flow of the enterprise and its value as a whole in the market. Many "defects" in the property or value of the enterprise may not be valued in the transaction of the enterprise, and they are not important under the overall framework of the transaction.

3. Equity transfer contract for the purpose of obtaining the company’s asset qualification.

In part of the equity transfer, in addition to gaining overall control of the company, the more direct purpose is to obtain the asset qualification of the company, such as the equity transfer of mining companies and real estate project companies. The main points of such contract review are as follows:

① If the relevant laws and regulations are clear, administrative approval is the effective requirement of the relevant project transfer contract, and the equity transfer contract also needs to be approved before it can take effect.

(2) If the law stipulates that the relevant administrative examination and approval is only for disciplinary actions, unless there are other circumstances that affect the effectiveness of the contract, the equity transfer contract is valid and binding on the parties, and the transferor takes approval and assistance in approval as one of his main obligations. If the parties are at fault for not being approved, they shall bear the liability for breach of contract.

4. "Equity transfer contract" in which the company is the transferor or transferee.

In practice, there are also "equity transfer contracts" in which the company is the transferor or transferee. Such disputes usually involve the transfer of control rights of the company, so this part will sort them out together:

(1) For the "equity transfer contract" in which the company is the transferor, the review points are as follows:

① According to the specific agreement and performance of the contract, it should be determined that the subject matter of the contract is the company’s assets or equity.

(2) If the object of the contract is equity, the transferor of the contract shall be determined according to the contents of the contract and the contracting process.

(2) For the "equity transfer contract" in which the company is the transferee, the review points are as follows:

① The parties to the equity transfer contract are the transferor and the transferee, and the target company is not a party to the contract, so the target company should not bear the transferee’s share payment obligation.

(2) If the parties to a contract agree that the target company shall perform the payment obligation, or agree that the target company shall assume the guarantee responsibility or provide guarantee for the transferee’s share payment obligation, the assets of the target company may be directly impaired, which may become an act of withdrawing capital in disguise, violating the principle of capital maintenance of the company, and ultimately damaging the independent property of the target company and the interests of creditors, and such an agreement may be deemed invalid according to the individual circumstances.

(3) For the above-mentioned guarantee liability or the guarantee provided by the company, if the target company has fulfilled the corresponding procedures with reference to the relevant provisions of Article 16 of the Company Law on the guarantee provided by the company, and there is no obvious harm to the interests of the creditors of the target company, it should not be deemed invalid on this ground.

five

Representation equity transfer contract

In practice, the share repurchase based on the gambling agreement can be classified as such disputes. In addition, the company’s acquisition of shares or shares and the guarantee of share assignment are also classified into this part.

1. Betting on the agreed terms of share repurchase

Gambling agreements, including those involving the agreement on share repurchase, are all contract tools used by investors to solve the problem of information asymmetry in the investment process. For share repurchase, agreements usually stipulate whether the target company will reach the agreed performance target and successfully go public in a certain period of time as the conditions for share repurchase. In the trial practice, when there is a dispute over the gambling agreement that stipulates the terms of share repurchase based on the terms of share repurchase, most of them enter the court on the grounds of equity transfer dispute. For the settlement of such disputes, we should not only pay attention to the agreement between the two parties, but also pay attention to the impact on the company’s organizational level and other stakeholders, so as to avoid the agreement of the parties harming the interests of the company and its creditors.

1.1 Gambling between investors and shareholders

(1) The determination of whether the repurchase clause is this agreement or an appointment, the review points are as follows:

(1) If the repurchase terms clearly stipulate the subject, price, performance period, liability for breach of contract and other substantive contents that affect the rights and obligations of the parties, it shall be deemed that both parties have reached an agreement on the share repurchase, which constitutes this Agreement.

(2) Without the above-mentioned substantive contents affecting the rights and obligations of the parties, the repurchase clause shall be deemed as an appointment, and the corresponding obligations and liabilities for breach of contract shall be determined according to Article 495 of the Civil Code.

(2) The identification of the repurchase period and the consequences of not claiming rights within the repurchase period are as follows:

(1) Under the condition that the repurchase term is not stipulated or unclear in the terms of repurchase, it is believed in principle that investors should be limited by a reasonable period when they ask shareholders or target companies to fulfill their repurchase obligations, and the judgment of a reasonable period should be based on the feasibility of exercising, time interval, fluctuation of equity value and other factors, and make a case judgment on the basis of balancing the interests of both parties.

(2) If the investor fails to claim the rights within the agreed time limit or reasonable time limit, in principle, it is considered that if the agreement is not clearly stipulated, it is not appropriate to assume that the investor’s right to claim repurchase in accordance with the repurchase terms will be extinguished, and the repurchase obligor still needs to perform its obligations as agreed. At the same time, the repurchase obligor may claim the liability for breach of contract for the losses caused by the investor’s overdue exercise.

(3) The adjustment of the share repurchase price, the review points are as follows:

The terms of share repurchase mostly stipulate that the repurchase price is "investment principal+investment income". Whether the above amount needs to be adjusted, especially whether it can be adjusted according to the provisions on the upper limit of interest protection in the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Laws in the Trial of Private Lending Cases, is controversial, and this issue will also be intertwined with the issue of "real debts of famous stocks". In the case that the parties have made a higher return agreement on high-risk project investment, it is not appropriate to simply adjust the return on investment with the name of equity investment or loan. We should explore the true meaning of the parties and comprehensively identify them according to the investment purpose, actual rights and obligations of the parties.

1.2 Gambling between investors and target companies

According to Article 5 of the Minutes of the Ninth People’s Congress, the relevant provisions of the Civil Code and the Company Law should be applied to the review of this issue. The main points of the review are as follows:

(1) The "gambling agreement" concluded between the investor and the target company shall not be supported if the target company claims that the "gambling agreement" is invalid only on the grounds that there is an equity repurchase agreement.

(2) Where an investor requests the target company to buy back its shares, it shall conduct an examination in accordance with the mandatory provisions of Article 35 of the Company Law that "shareholders shall not withdraw their capital contribution" or Article 142 of the Company Law on share repurchase. If the target company fails to complete the capital reduction procedure, it shall reject the investor’s application.

1.3 Gambling between investors and parties other than shareholders of the target company

Share repurchase is essentially a share transfer. In the case that the main body of the repurchase obligation is a party other than the shareholders of the target company, the performance of the repurchase obligation is restricted by the foreign share transfer in the Company Law, such as the pre-emptive right.

2. About the Company’s Acquisition of Equity

According to the provisions of Articles 74 and 142 of the Company Law, a company shall or may acquire shareholders’ equity or shares under the circumstances prescribed by law, which are discussed here.

2.1 About Limited Liability Company

According to Article 74 of the Company Law, the main points to be examined are as follows:

(1) Conditions for dissenting shareholders to request the company to purchase shares: In any of the following circumstances, the shareholders who voted against the resolution of the shareholders’ meeting may request the company to purchase its shares at a reasonable price: First, the company has not distributed profits to shareholders for five consecutive years, but the company has been making profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law; Second, the company merges, divides or transfers its main property; Third, the business term stipulated in the articles of association of the company expires or other reasons for dissolution stipulated in the articles of association arise, and the shareholders’ meeting adopts a resolution to amend the articles of association to make the company survive. It is noteworthy that the third paragraph of Article 89 of the Second Revised Draft of the Company Law stipulates that the company’s equity acquired by the company in accordance with the first situation mentioned above shall be transferred or cancelled according to law within six months.

② Time limit for prosecution: If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the shareholders’ meeting, the shareholders may sue within 90 days from the date of adoption of the resolution of the shareholders’ meeting.

2.2 About Limited by Share Ltd

According to the provisions of Article 142 of the Company Law, a joint stock limited company may not acquire shares of the company, but this article also provides for exceptions. The main points of review are as follows:

2.2.1 The situation that a joint stock limited company should acquire shares of the company.

Where a shareholder disagrees with the resolution of merger or division of the company made by the shareholders’ meeting and requests the company to purchase its shares, a joint stock limited company shall purchase the shares. After the acquisition of shares, the company shall transfer or cancel it within six months.

2.2.2 The situation in which a joint stock limited company can acquire shares of the company.

Where a joint stock limited company reduces its registered capital, it may purchase its shares. The company’s acquisition of shares of the company due to this situation shall be subject to the resolution of the shareholders’ meeting. After the company purchases shares, it shall cancel them within 10 days from the date of purchase.

Where a joint stock limited company merges with other companies holding shares in the company, it may acquire shares in the company. The company’s acquisition of shares of the company due to this situation shall be subject to the resolution of the shareholders’ meeting. After the company purchases shares, it shall transfer or cancel them within six months.

(3) If a joint stock limited company uses its shares for employee stock ownership plan or equity incentive, it may purchase its own shares. Where a company purchases shares of the company due to this situation, it may pass a resolution at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders’ meeting. The total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.

(4) A joint stock limited company may purchase the shares of the company if it uses the shares for the conversion of corporate bonds convertible into shares issued by a listed company, or if it is necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests. Where a company purchases shares of the company due to this situation, it may pass a resolution at a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders’ meeting. The total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years. It should be noted that both of these situations are regulations for listed companies.

3. On the guarantee of equity transfer

In order to realize the purpose of equity transfer guarantee, the two parties usually sign an equity transfer contract, that is, to ensure that the debtor pays off the due debts, the two parties sign an equity transfer contract, and the debtor (equity transferor) informs the company of the equity change and cooperates with the company to change the creditor (transferee) into a shareholder of the company. If the debtor pays off the due debts, the creditor will cooperate with the company to change the debtor (transferor) into a shareholder of the company. According to the provisions of Articles 68 and 69 of the Interpretation of the Supreme People’s Court on the Application of the Guarantee System of the Civil Code of People’s Republic of China (PRC), the main points of the review are as follows:

(1) If both parties to the contract agree that the debtor will pay off his debts when they are due, the creditor shall notify the company and cooperate with the company to change the debtor (transferor) into a shareholder of the company. If the debtor fails to pay off his debts when they are due, the creditor may auction, sell off or pay off his debts at a discount, and the contract shall be deemed valid.

(2) If the parties to the contract agree that the debtor will pay off the debt when it is due, the creditor shall notify the company and cooperate with the company to change the debtor (assignor) into a shareholder of the company. If the debtor fails to pay off the debt when it is due and the creditor obtains the equity, the determination of its effectiveness shall be based on the provisions of the legal act validity part of the Civil Code, and shall be handled with reference to the provisions of Articles 401 and 428 of the Civil Code on mortgage and liquid.

(3) If both parties to the contract have not notified the company of the change of equity after signing the equity transfer contract, and have not registered the change of equity, strictly speaking, such a situation does not constitute a transfer guarantee. If the creditor (transferee) requests the debtor (transferor) to perform the equity transfer contract, it shall not support it, but the creditor may support it if it requests to give priority to the repayment of its creditor’s rights by auction, sale or discount of equity with reference to the provisions of the law on security interests.

(4) Shareholders provide guarantee for debt performance by transferring their equity to the creditors’ names. If the company or the creditors of the company request the creditors as nominal shareholders to bear joint and several liabilities with the shareholders on the grounds that the shareholders fail to perform or fully perform their capital contribution obligations, or withdraw their capital contribution, they shall not be supported.

⑤ The agreement of both parties in the assignment guarantee contract cannot be against the company and the third party.

Specific information of case elements to be collected

Taking the above-mentioned review points as clues and paths, the court should pay attention to the following specific information of the trial elements in the trial of equity transfer disputes, and determine the facts that should be ascertained on the basis of focusing on the arguments of both parties:

1. Ordinary equity transfer contract

(1) Violation of the assignor’s obligations: failure to assist in the internal changes of the company, failure to assist in the registration of equity changes in the company registration authority, violation of the preemptive right of other shareholders, and violation of the restrictions on equity transfer in the company’s articles of association or company law.

(2) Breach of the assignee’s obligations: failure to pay the equity transfer payment.

2. Does it involve national supervision?

(1) Equity transfer contract of state-owned enterprises: whether the evaluation procedures and trading places comply with the legal provisions.

(2) Foreign-invested equity transfer contract: whether it belongs to the field where investment is prohibited or restricted in the negative list; Whether there is any violation of the consent right and preemptive right of other shareholders of foreign-invested enterprises.

(3) the equity transfer contract that must be approved by the administrative organ: whether the equity transfer contract is approved; If it is not approved, does the plaintiff only file a lawsuit against the effective approval obligation clause?

3. Equity transfer contracts involving the transfer of company control rights and assets.

(1) Equity transfer contract involving the transfer of control rights of the company: whether the contractual agreement conflicts with the company law, and pay attention to reviewing the transferor’s main contractual obligations.

(2) Equity transfer contract involving company assets transfer: distinguish between asset transfer and equity transfer, and judge whether the purpose of equity transfer is to acquire company assets.

(3) Equity transfer contract for the purpose of obtaining the company’s asset qualification: whether the purpose of equity transfer is to obtain the company’s qualification and administrative approval are the effective elements of the relevant project transfer contract.

(4) "Equity transfer contract" in which the company is the party: if the company is the transferor, it should identify the real transferor, and if the company is the transferee, it should pay attention to examining whether there is any capital flight.

4. Representation equity transfer contract

(1) Betting on the agreed terms of share repurchase: Differentiate the objects to be gambled, identify the legal consequences differently, and pay attention to the identification of "famous stocks and real debts".

(2) Acquisition of equity by the company: Check whether there are any circumstances stipulated in Articles 74 and 142 of the Company Law.

(3) On the guarantee of equity transfer: the agreement to distinguish whether to complete the change of the company’s internal shareholder list or the registration of equity change, and the creditor’s acquisition of equity due to the debtor’s outstanding debts is invalid.

Factor-based trial and documents

one

Factor trial

During the trial, the judge can gradually improve the following Elements Table of Equity Transfer Disputes according to the evidence and cross-examination, court questioning and court debate of both parties. After the trial is over, the Elements Table of Equity Transfer Disputes can be completed and the disputes between the two parties can be clarified. Factor-based trial can help judges quickly lock the focus of disputes, find out the facts of the case, determine the effectiveness of the contract, and determine the rights and obligations of both parties according to the agreement of the equity transfer contract, and then determine whether the parties have breached the contract and whether the contract has been terminated.

two

Essential judgment

In the case of equity transfer disputes, if the disputes between the two parties focus on one or two factors, the undisputed facts can be quickly fixed, forming the fact-finding part of the traditional judgment, and the focus of the dispute is discussed in the reasoning part. If there are many disputes between the two parties, according to the explanation of "cases that can summarize fixed elements" in "Standards for Making Civil Judgment Documents of People’s Courts" and "Styles of Civil Litigation Documents", we can no longer separate the part of stating facts and what the court thinks, identify the disputed elements one by one by means of narration and discussion, or try to adopt an element-based and modular writing mode of judgment documents, so as to draw a judgment conclusion.

Original title: Guidelines for Factor-based Trial of Equity Transfer Disputes (Trial)

Read the original text

　　Text | Shen Zhipeng

　　June 30, 2022

　　Qingdao "Qindao E-insurance" has 1.61 million participants, 76.3% of the same period last year. "Qindao E-insurance" announced that the insurance period would be extended by 20 days, and the insurance period for residents would end at 24: 00 on July 20th.

　　July 31, 2022

　　The number of Shanghai "Huhuibao" participants was 6.45 million, which was 87.27% of the same period last year. The insurance period of Huhuibao is extended by 20 days, and the premium and guarantee period remain unchanged.

　　In 2022

　　Weihai’s "Wei Ni Bao" enrollment progress is far lower than the same period last year.

　　These different names of insurance have a common name-"Huimin Insurance". With the new payment cycle of Huimin Insurance in various places, people find that the enthusiasm of customers is rapidly declining, and the participation data is declining instead of increasing.

　　Is it a customer change of heart or a product failure? There is a heated discussion in the industry about what happened to Huimin Bao, wondering whether such products can go on.

　　Some people blame this situation on the "death spiral" of insurance, and think that adverse selection is the main reason.

　　Specific to Huimin insurance, it is its low premium and high security ability, which lies in the sharing of medical expenses between healthy people and patients with previous diseases.

　　When the participation rate is high enough and there are enough healthy people who can share the medical costs of people with previous illnesses, Huimin insurance will continue;

　　Once the participation rate of healthy people is insufficient, and the proportion of people suffering from serious diseases in the insured population is gradually increasing, the overall product will enter a "death spiral", which will be unsustainable.

　　In fact, in addition to the "death spiral", Huimin Insurance entering 2022 is still facing multiple severe tests, and more deep problems are emerging one by one.

　　one

　　-Insurance Today-

　　Huimin Bao "triangle model"

　　Different parties have different perspectives and different demands.

　　Many people regard 2015 and Shenzhen as the starting time and starting place of Huimin insurance products, but it is not. The real Huimin insurance products began in 2020.

　　In 2015, Shenzhen Special Economic Zone took the lead in implementing supplementary insurance for serious illness, which has experienced years of running-in and stable operation.

　　In 2020, the Opinions of the Central Committee of the Communist Party of China and the State Council on Deepening the Reform of the Medical Security System (Zhongfa [2020] No.5) was promulgated, pointing out that:

　　"By 2030, a medical security system with basic medical insurance as the main body, medical assistance as the backing, supplementary medical insurance, commercial health insurance, charitable donations and medical mutual assistance will be fully established."

　　Huimin insurance is the product of the in-depth development of national medical insurance reform, and this document is the guiding document for all Huimin insurance products in the market. The nature of Huimin insurance is between basic medical insurance and commercial insurance. With the help of the third-party platform, Huimin insurance has developed rapidly, forming a triangular model of "government guidance, commercial operation and platform operation".

　　Due to the different perspectives of the government, insurance companies and platforms, apart from the common expectation of the participation rate, there are many differences in demands among the three parties, even for the insured users and the Huimin insurance project itself. This leads to a series of problems that affect the development of Huimin insurance.

　　2

　　-Insurance Today-

　　The first question

　　It is difficult to balance "government guidance" and "commercial operation"

　　2022 is the second year of many Huimin insurance projects. Because payout ratio was lower than expected in the first year, as a government-directed project, government departments were under great pressure from public opinion.

　　In this context, many regional medical insurance departments have put forward clear requirements for insurance companies. In fact, it is also understandable that an insurance project with a "quasi-policy" color endorsed by the government’s credibility for insurance companies can never sit idly by and watch commercial insurance companies earn a lot of money. However, for insurance companies, there are also pressures. On the one hand, health insurance has the characteristics of lagging claims, and some claims have not been paid yet; On the other hand, the project itself has to face the company’s profit assessment.

　　So, how to balance the two demands? This balance point is difficult to grasp. If the balance is not good, either the government’s support for the project will weaken or the insurance company will lose enthusiasm for the project. No matter which side weakens or withdraws, it will bring uncertainty, which is not conducive to the sustained and healthy development of Huimin Insurance.

　　For fear of over-commercialization, government-guided projects will prohibit excessive pursuit of profits and insurance companies from providing insurance products or services other than Huimin Insurance. This has brought great pressure to the Huimin insurance project. From the essence of business, the government-guided Huimin insurance project is more like a group policy in which the government as the insured and the insured voluntarily pay. With the advantage of number and scale, government departments have absolute bargaining power and dominance over insurance companies, which leads to such projects being meager, flat or even losing money. From the perspective of sustainable development of Huimin insurance, it is necessary to have commercial means and methods, otherwise, only operating a single Huimin insurance product will not enrich the product structure and increase the scale of operating income, and such projects will not form a business model.

　　Compared with the claim rate requirement, the government’s request for commercialization has a greater impact on the development of Huimin Insurance. Perhaps this is also one of the important reasons why Shenzhen’s serious illness supplementary insurance first emerged, but it was not copied externally.

　　three

　　-Insurance Today-

　　the second question

　　Two types of insurance companies, property insurance and life insurance, need to be improved and involved in each other.

　　At present, the main participants of Huimin Insurance are property insurance companies. The main reason is that property insurance companies are affected by the auto insurance reform, and they are very concerned about short-term health insurance premiums. With the help of the government business experience of property insurance companies, they quickly enter Huimin Insurance Circuit and grab a favorable position.

　　Compared with life insurance company’s complete life insurance product sequence, professional life insurance service ability and powerful service network, property insurance company has some inherent shortcomings, so it is necessary to continuously strengthen the professional strength of service and products, change the business thinking of auto insurance in the past, and realize long-term benefits through continuous operation and demand mining for customers.

　　In the early stage, life insurance companies participated in a small number of projects, and even if they participated, they only acted as co-insurance companies. The main reason was that life insurance companies focused on long-term insurance. In the last two years, the growth of long-term insurance premiums was hindered and the agent team dropped off. In addition, life insurance companies did not participate much in government-run projects before, which led to the initial lack of time for life insurance companies to quickly join Huimin Insurance Circuit.

　　Next, life insurance companies need to solve the relationship between Huimin insurance business and its team development and long-term insurance business. Life insurance teams and agents need to integrate Huimin insurance with their own business in order to stimulate life insurance potential and give play to their advantages.

　　Whether property insurance companies or life insurance companies do a good job in Huimin insurance business, they all need a joint platform company to continuously serve the growing and changing needs of customers through the combination of online empowerment and offline services, establish a stable customer relationship and a good service experience, and firmly lay the foundation for the long-term and stable development of Huimin insurance.

　　four

　　-Insurance Today-

　　Third question

　　The expectation of comprehensive protection and the reality of only covering serious illness

　　As an entry-level health insurance, Huimin Insurance has quickly completed the insurance education for the public, which is mainly due to the urgent protection needs of ordinary people (603883).

　　Today, with the development of society, we still see all kinds of information about fund-raising due to illness, which shows that there is still a cruel reality that many people in this society have not received corresponding protection, especially for low-and middle-income groups and underdeveloped areas, the breadth and depth of commercial insurance are far from what it should be.

　　It’s not that ordinary people don’t want to buy insurance, but there are practical problems. The first is the issue of trust, the second is that the price is too expensive, and the third is the threshold limit for participation.

　　It can be said that Huimin Insurance has solved the above problems well and even become the first commercial health insurance for many urban white-collar workers. It’s like people have to buy a full insurance after buying a car. Although they don’t know much about the specific content of full insurance, there are usually misunderstandings, thinking that all cars can be compensated for their accidents. Ordinary people buy Huimin Insurance and think that it can provide all medical insurance.

　　In fact, Huimin insurance is only a supplementary insurance for serious illness, and there are conditions such as higher deductible, which can not only solve most of the problems of most people, but also meet certain conditions for solving the problems of a few people.

　　In this way, there is an irreconcilable contradiction between the people’s comprehensive security needs and high psychological expectations and the limited security of Huimin insurance.

　　This year, there have been many voices questioning Huimin Insurance on the Internet, which even became a hot topic in local search. Everyone discussed "benefiting the people to protect the people", and there was a community of "* * * revealing the scam of benefiting the people".

　　This is usually because ordinary people do not pay attention to the details of the terms when they are insured. When they actually claim compensation, they find that the deductible is high and there are many restrictions on the scope of reimbursement, which will inevitably lead to emotional rebound. If the relevant parties do not provide good service and explain communication, they will easily escalate into negative public opinion.

　　The problem of benefiting the people and protecting public opinion has become a problem in many places, even in cities with high claims rate. After all, the real benefit is only those who are seriously ill and spend a lot of money.

　　These people are only a small part of all the insured. For most insured people, there is no benefit and no sense of gain.

　　For ordinary people, what they need is comprehensive protection and services, not only individuals but also families, which contain a lot of medical care and related content.

　　For example, there are children in the family who have bad teeth and are prone to problems, so there is a need for oral health care and protection; There are elderly people at home, medical needs or medication needs, and there will also be unexpected protection needs; For families, there are financial needs at the beginning or end of the month.

　　All these are not supported by a Huimin insurance, but need a Huimin security system, which not only solves the serious illness problem, but also solves the medical and health service needs, and also solves the mental health or financial health needs of families and individuals. From this perspective, Huimin Bao is only the first step.

　　five

　　-Insurance Today-

　　The fourth question

　　The operation platform is awkward.

　　At first, the platform company was the promoter of the rapid development of Huimin Insurance.

　　Some platform companies with mature experience and talent teams have helped insurance companies with political insurance experience or government resources to achieve a "zero to one" quick cold start. At one time, platform companies led or influenced the development of the project. However, with the increase in the number of platform companies and the increasing dominance of government departments, platform companies first came to an embarrassing situation.

　　There is even a fierce price killing between platforms. In this way, the platform’s own value and significance of existence have been completely abandoned. The platform itself should be based on operational services and technology empowerment to make money, but the result is to enter the market at the expense of "white-edged fighting" to the end. Moreover, in the actual operation process, the operation platform is doing the implementation work, but it is not allowed to do any commercialization or customer operation.

　　Some people even suggest that insurance companies can operate, but objectively speaking, the organizational structure and operating mechanism of insurance companies are traditional rules, and platform operation requires long-term investment of funds and teams, service integration and product innovation, and rapid and flexible response mechanisms, which are not what insurance companies can do.

　　In the actual project operation, limited by the commercialization of the government and the insurance company’s right to operate, it is difficult for platform companies to have the opportunity to try and innovate. This is also one of the main obstacles to Huimin’s innovation and development.

　　six

　　-Insurance Today-

　　The fifth question

　　To be or not to be?

　　Since there are so many deep-seated problems, some people worry that Huimin Bao will disappear soon.

　　I believe that Huiminbao will survive.

　　Huimin insurance "comes from time to time, thrives on demand, and changes according to the situation", which includes the arrangement of top-level design for people’s livelihood security, the rigid demand of promoting people’s livelihood, and the changes of times, insurance reform and industrial integration. Although there are many problems in the process of development, although some problems are unsolvable in a short time, there is reason to believe that time and development will break through each problem one by one.

　　From another angle, the security needs of ordinary people are there. If there is no Huimin insurance, is there a better alternative? Will other alternatives solve the current contradictions and problems? After substitution, can it bring greater industry development and social benefits? While thinking, let’s review the innovations and surprises in the development process of Huimin Insurance.

　　May 2020

　　Beijing Jinghuibao Project Team launched "Huitabao", the exclusive inclusive guarantee for women, which extended to specific groups on the basis of serious illness, and broadened the scope and services of reimbursement for specific diseases on the basis of continuing the price to benefit the people. "Huitabao" became the masterpiece of the first Pratt & Whitney series products.

　　September 2021

　　Zibo launched the service of "Qi Huibao+public welfare assistance". By June 2022, the special public welfare fund for rare diseases in Zibo had served 3 patients with spinal muscular dystrophy (SMA). After serious illness insurance, Qi Huibao reimbursement and public welfare fund assistance, the out-of-pocket expenses of patients were reduced to less than 30%, effectively reducing the economic burden of patients and their families. Huimin insurance+public welfare fund better embodies the concept and significance of multi-level protection.

　　November 2021

　　Guangzhou "Sui Sui Kang" has expanded the scope of the insured population. On the basis of social medical insurance participants in Guangzhou and other medical security personnel in Guangzhou in 2021, Sui Sui Kang has added three categories of participants: first, registered residents in Guangzhou, second, those who have applied for and held the Guangdong Residence Permit in Guangzhou and have been registered for two consecutive years, and third, those who have been recognized by the relevant departments of Guangzhou as courageous in the administrative area of Guangzhou, basically achieving full coverage of the permanent population in Guangzhou. Absorb new citizens to participate in the insurance, so that the benefits of Huimin Bao Pratt & Whitney will be more deeply rooted in the hearts of the people.

　　A small step in the development of Huimin insurance is a big step in the health insurance industry. From the unimaginable a few years ago to the rapid development in the last two years, although there are difficulties, we will certainly be able to step over the bumps.

　　We look forward to the early formation of the commercial closed loop of Huimin Insurance, which will bring new possibilities and choices for the transformation of the insurance industry and provide customers with more complete protection and services.

This article was first published on WeChat WeChat official account: Today’s Insurance. The content of the article belongs to the author’s personal opinion and does not represent Hexun.com’s position. Investors should operate accordingly, at their own risk.

The trademark registration service hall (hereinafter referred to as the "service hall") is an important window department of the State Administration for Industry and Commerce, which undertakes important functions such as trademark application acceptance, financial charges, consultation and inquiry, evaluation service, trademark registration certificate issuance and trademark pledge registration. In recent years, the number of trademark registrations has been increasing year by year, and the service hall has been working closely around the center, aiming at standardizing the performance of the window, optimizing the window service and enhancing the image of the window, and taking "post civilization, post dedication, post success and post achievement" as the requirements, constantly condensing the motivation, vitality and creativity of all cadres and workers, and striving to build the service hall into a first-class demonstration window.

First, highlight service, emphasize word of mouth, and gradually improve the window service ability.

Since its establishment, the service hall has always adhered to the service concept of "people-oriented, efficient and convenient", constantly strengthened the construction of service windows, actively explored a new mode of trademark service with the satisfaction of the masses as the standard, timely and accurately understood the thoughts, expectations, worries and anxieties of the clients, strived to make the service solid, thorough, meticulous and thorough, and resolutely put an end to "difficult to get in, ugly face, ugly words, etc." The first is to strictly standardize the window service standards. The service hall strictly abides by the window service standard of the industrial and commercial administration system (Trial), reflects the quality and accomplishment of the staff of state organs with high-quality services, and shapes the good image of the window staff. In addition, the service hall formulates a series of rules and regulations, such as service standards and service guidelines for window staff, to ensure that each post is fixed and responsibility is fixed, and the daily service work has rules to follow and evidence to follow. In the daily reception work, the staff strictly follow the requirements of "Three Ones" to standardize the window service, that is, they are as patient as when they are busy, as kind as strangers and acquaintances, and as early as when they arrive, and they have won the recognition and affirmation of trademark applicants and agencies with warm and thoughtful service. The second is to continuously improve the hardware facilities. The service hall is equipped with a touch-type multimedia inquiry machine, which publicly accepts matters, specific legal documents and the latest policies, so that the parties can know the new regulations and policies at the first time; Equipped with a number-taking machine, the business handled by the parties is sorted by category, which greatly saves the waiting time of the parties in line; Set up a consultation desk, a work guide display desk and a convenience desk.Set up a variety of book-style filling templates at the writing desk, equipped with reading glasses and magnifying glasses to facilitate the parties to handle relevant procedures quickly; Office facilities, such as printers and photocopiers, are provided for the people to use for free. These convenience facilities simplify the work flow and improve the work efficiency, making the registration hall truly a civilized window with complete service functions and elegant facilities and environment. The third is to improve the quality of window service. The duty officer post was added in the service hall, and the staff came out of the counter to provide the applicants with services such as taking the number, filling out the application form and pouring water, which filled the blank service area in the service hall. For the elderly, the disabled and other people who come to the service hall to handle affairs, the staff of the service hall take the way of special personnel to provide them with all-round services, accompanied by special personnel from taking numbers, filling out forms and going through formalities to ensure that they can handle related matters smoothly and efficiently. For applicants who are caught in an emergency such as catching a train or plane, the service hall will open a green channel to provide convenient, efficient and fast services as much as possible. Gold Cup and Silver Cup are not as good as the reputation of the masses. With warm and thoughtful service, the service hall has been widely recognized by people from all walks of life. Since 2016, the service hall has received two banners presented by Lunan Pharmaceutical Group Co., Ltd., as well as dozens of letters of commendation from enterprises and individuals. On December 13, 2011, the experience and practice of improving service and efficiency in the service hall was broadcast on CCTV, which was widely concerned and warmly praised by the people. In 2013-2014,The Service Section of Trademark Registration Hall was awarded the title of "Youth Civilization of Central State Organs" and the title of "National Women’s Civilized Post" by the All-China Women’s Federation in 2016.

Second, simplify the process, expand channels, and facilitate the reform of service trademark registration

The service hall further optimizes the service level and improves the service quality in accordance with the State Council’s requirements on decentralization, combination of decentralization and management, and optimization of service deployment, and the State Administration for Industry and Commerce’s further deepening the reform of the commercial system and vigorously promoting the facilitation of trademark registration. The first is to optimize the trademark registration process. By adjusting the internal procedures, the time for issuing the notice of acceptance of trademark registration application will be shortened from about 6 months to 3 months, some trademark registration application materials and procedures will be simplified, trademark books will be cleared and trademark documents will be streamlined. These measures have shortened the processing time, simplified the procedures and further facilitated the parties. The second is to change the way of issuing trademark registration certificates. The applicant can apply for the trademark registration certificate directly in the registration hall, without paying any fees, and it is desirable to wait immediately, or it can be handled by mail, and the Trademark Office will complete and send it within 5 working days. If it is necessary to prove the status of a registered trademark in writing, it can be handled by stamping the "Special Seal for Trademark Registration Certificate" on the printed trademark file, and the "Trademark Registration Certificate" will no longer be issued. In addition, the procedures for receiving and returning letters are reduced, and the applicant does not need to issue a letter of introduction when receiving and returning letters. Third, vigorously promote online application. From March 10, 2017, the online application will be expanded from being open only to trademark agencies to all applicants, and the online application will only accept trademark registration applications and gradually expand to trademark business applications such as trademark renewal, transfer, cancellation and change. The rooting of online application indicates that China’s trademark registration application has achieved "four online applications".That is, online application, online inquiry, online announcement and online payment can all be realized in China Trademark Network. At present, applicants can apply for trademark registration through the Internet, at the local trademark acceptance office or at the registration hall, and the applicants can enjoy more convenient and efficient services. The fourth is to guide local governments to accept trademark registration applications. The local industrial and commercial and market supervision departments set up trademark acceptance offices to handle trademark registration applications and other businesses on their behalf. In 2016, they launched pilot projects in Ya ‘an, Sichuan and Taizhou, Zhejiang. The service hall undertook the task of helping them with formal review, adding new tasks on the basis of the original heavy workload. Everyone did not complain, and made every effort to ensure the quality and quantity of formal review work to be completed on time.

Three, than dedication, pragmatic, steadily refresh the window business records.

By the end of March 2017, the cumulative number of trademark applications in China was 22.931 million, the cumulative number of registered trademarks was 15.145 million, and the number of effectively registered trademarks was 12.937 million. China is a veritable trademark country. As the frontier of trademark registration application, the service hall aims to enhance the actual effect of work, constantly enhance the sense of purpose, strengthen the concept of service, and be willing to contribute, which fully reflects the dedication of window service staff based on their duties, love their jobs and dedication with practical actions. First, advance all work in an orderly manner. In their daily work, the staff in the service hall worked hard to stick to the front line of their posts, and served the parties in obscurity, and achieved remarkable results. In 2017, as of May, 59,829 direct applications were accepted, 15,419 letters were returned, 8,698 letters were returned, 16,993 people inquired after reception, 26,830 books were printed, copied and faxed, about 42,202 people were consulted at the window, about 8,840 people were consulted by telephone, 5,024 registration certificates were received and 58,800 registration certificates were issued. A string of vivid figures is inseparable from the efforts of every service hall staff, who have made extraordinary achievements in ordinary jobs. The second is to show dedication at critical moments. The service hall is a group that is particularly capable of fighting, tackling key problems and having fearless dedication. In 2016, there was a backlog of trademark registration certificates.The staff in the service hall actively devoted themselves to solving the backlog of trademark registration certificates with full enthusiasm. All members took the initiative to sacrifice their weekend breaks and work overtime to catch up with the progress. Pregnant comrades also offered to work with everyone in the front line without special care. With the joint efforts of all of us, in a short period of one and a half months, 1.8 million trademark registration certificates were made and distributed by surprise, and the tasks assigned by the party group of the General Administration of Taxation were completed 18 days ahead of schedule, which was fully affirmed by the party group of the General Administration of Taxation and the people.

Four, pay attention to clean government, supervision, and strictly strengthen the construction of party style and clean government.

The service hall aims to strengthen the awareness of clean government, pay attention to strengthening clean government education, carry out the construction of clean government culture in depth, consciously accept the supervision of the masses, and consolidate the awareness of clean government service of window staff. The first is to strengthen the education of clean government. The service hall take improving that overall quality of the window service team as the direction, strengthen the study of political theory by weekly regular meetings and morning meetings, conscientiously study and implement the Party’s principle and policies, enrich the learning methods, and constantly improve the political quality, professional quality and work style quality of the cadres. Regularly organize special topics to study the Party’s internal laws and regulations such as the Communist Party of China (CPC)’s Code of Integrity and Self-discipline, the Communist Party of China (CPC)’s Regulations on Disciplinary Actions and the Communist Party of China (CPC)’s Regulations on Accountability, and organize cadres and workers to visit Beijing’s anti-corruption warning education base to deepen the achievements of study and education. The second is to improve the system of clean government. Revise the Code of Conduct for Service of Window Staff, Standard Service Guidelines for Trademark Registration Hall, Provisions on Management of Service Assessment of Registration Hall, Measures for Management of Duty Officer in Registration Hall, etc., take system construction as the starting point to do a good job in preventing and controlling the risks of clean government, adhere to the principle of promoting norms by system and managing the long term by system, establish a relatively perfect system, form a working pattern of managing affairs and people by system, and really put power into the cage of system. The third is to sign letters of responsibility at different levels. All the staff in the service hall signed letters of responsibility for building a clean and honest government at different levels, promising to perform their duties according to law, not to seek benefits by taking advantage of their positions and work, and not to engage in trademark agency business, so as to further strengthen their sense of responsibility and form a good situation of grasping the first level and implementing it at different levels.Fourth, it is clear that the identity is widely supervised. The staff in the service hall widely accept social supervision by highlighting their identities, wear work cards uniformly during working hours, set up "party member Demonstration Post" and "League Member Demonstration Post" in dressing the according to regulations, actively "highlight their identities", openly accept social supervision, and establish a good image. Fifth, broaden the channels of supervision and management. An electronic monitoring system was established in the service hall to monitor the work dynamics in the hall immediately and in the whole process, thus preventing illegal operation and corruption. The telephone number for reporting complaints was announced to the public, and a suggestion box, a service evaluator and a complaint mailbox were set up. Through both internal supervision and social supervision, the supervision channels were further broadened and good results were achieved.

Five, learn theory and practice, and comprehensively improve the overall quality of the team.

In the daily work, the service hall constantly broadens the channels for the staff to grow into talents, comprehensively cultivates the talent team according to the idea of "learning theory, emphasizing practice and grasping application", promotes the continuous improvement of the staff’s political theory level and professional ability level, regulates their words and deeds with noble moral standards and strict work requirements, and promotes the comprehensive quality of the staff team. First, we should pay equal attention to political theory study and professional study. Take the way of combining centralized learning with autonomous learning, and conscientiously study and implement the Party’s innovation theory and business knowledge of industrial and commercial administration. The staff in the service hall firmly establish the "four consciousnesses" in the study and education of "two studies and one doing" and strive to be the practitioners of "four stresses and four haves". At the same time, we should accurately grasp the new requirements of the Trademark Law, exchange and learn from each other, constantly improve our professional quality, adopt the method of mentoring, teach experience from the old to the new, and apply the learned theory to reform and innovate the workflow to make it more operational. The second is to strengthen trademark business training. In order to provide more professional, efficient and high-quality services to the people, the service hall adheres to the demand orientation, conducts intensive training on trademark business for window staff, strictly implements the training system, and greatly improves the training quality, effectively improving the professional quality of window staff and better meeting the consultation and business needs of the parties. The third is to carry out the "one study and four comparisons" activity. By carrying out "one study and four comparisons", we actively practice the fundamental purpose of serving the people. "One study" means organizing regular study exchanges and formulating study plans with party branches and league branches as units.Set the learning content, and strive to learn the code of conduct, civilized language, service commitment, etc., and constantly improve the working ability and service level. "Four comparisons" means based on the post, comparing ability, style, image and service. Through the implementation of "one study and four comparisons", the work efficiency of all staff and the satisfaction of the masses have been effectively improved. The fourth is to encourage staff to actively participate in reading exchange activities. The service hall pays attention to improving the overall quality of staff. In addition to political theory study and professional study, it also encourages everyone to carry out more reading activities. Through study exchange and reading sharing, they have accumulated more knowledge, absorbed more nutrition and gained more energy, further broadened their knowledge and enhanced their cohesion, centripetal force and combat effectiveness. Through unremitting efforts, many comrades in the service hall won the titles of outstanding party member, outstanding league members and outstanding youth in various evaluation activities.

The service hall firmly grasps the opportunity of commercial system reform, actively explores, strengthens business learning, raises working standards, improves service level, innovates working methods, gives full play to the role of a front-line window, provides intimate services for market economic entities, promotes the reform of trademark registration facilitation with a more positive attitude and a more pioneering thinking, and makes new and greater contributions to the reform and development of industrial and commercial administration.

　　[Network China Festival Spring Festival]China’s Spring Festival global "red whirlwind" shows the world’s "model"

　　Xinhuanet reporter Li Xiaoyu

　　As an important festival handed down by the Chinese nation for thousands of years, the Spring Festival has an insurmountable position in Chinese’s mind. In recent years, the spread of the Spring Festival overseas has been accelerating and its influence has been increasing. Some countries list the Spring Festival as a legal holiday, some countries hold colorful celebrations during the Spring Festival, and many international politicians also come to join in the fun … … How did the Spring Festival blow a "red whirlwind" around the world?

　　They also have a holiday during the Spring Festival — — Many countries make the Spring Festival a public holiday.

　　The Spring Festival holiday is no longer just a "welfare" for the people of China. More and more countries and regions in the world have designated the Lunar New Year in China as a public holiday.

　　Among Asian countries, Vietnamese, Korean, Singaporean and Malaysian countries have the same Lunar New Year holidays as China. In 2002, the Spring Festival was listed as a national public holiday in Indonesia. Since 2005, the Philippines announced that the first lunar month in China must be a national holiday.

　　In addition to Asian countries, many cities and states in the United States have identified the Spring Festival in China as a statutory holiday in their own state. For example, in 2014, the Spring Festival became a statutory school holiday in New York State and the first statutory Chinese holiday in American history. There are even calls in the Chinese community to make the Lunar New Year a national legal holiday in the United States.

　　At present, nearly 20 countries and regions around the world have designated the Spring Festival in China as a legal holiday for the whole or some cities under their jurisdiction. The Spring Festival in China is becoming more and more international, and it has become a festival celebrated all over the world.

　　They play like this during the Spring Festival — — The world will make the Spring Festival a super big Party.

　　How to spend the Spring Festival? Living in China, you can naturally talk about family reunion, visiting relatives and friends, visiting temple fairs and other activities. Unexpectedly, in foreign countries, the Spring Festival has gradually become a super event.

　　In 2015, in order to celebrate the Spring Festival in China, new york held a large-scale fireworks show "Harmony with China" on the Hudson River, which was as large as the fireworks show on the National Day of the United States. This is the first time in American history that fireworks were set off on a large scale for the Spring Festival in China.

　　In the Spring Festival of China in 2017, the largest celebration outside Asia was held in London, the capital of England. The parade of dragon and lion dances and floats went from Trafalgar Square to Chinatown, attracting thousands of onlookers and cheers. By the Spring Festival of 2017, the Empire State Building has been lighting up for the Spring Festival in China for 17 consecutive years, and the Sydney Opera House has also held the China New Year Bright Red Event … … The Spring Festival in China has become a grand ceremony in the world.

　　With the popularity of outbound travel during the Spring Festival, many countries have tried their best to attract tourists from China, and the Spring Festival elements are everywhere, making China tourists feel at home.

　　In the Spring Festival of the Year of the Rooster, China’s songs were played in shopping malls in Phuket, Thailand, Picasso’s works were exhibited at Charles de Gaulle Airport, and the China Spring Festival was called a British festival in British travel brochures. During the Spring Festival of the Year of the Monkey, Dubai Airport Duty Free Shop held a series of promotions, decorated the booth with traditional festive elements of China, and hundreds of red lanterns decorated the glittering dome of the South Bank Shopping Plaza in Los Angeles … … Tourists from China bring warmth to the world economy with weak recovery and lack of confidence, and the world has also turned the Spring Festival in China into a large carnival.

　　They come to pay New Year greetings during the Spring Festival — — Foreign dignitaries came together to celebrate the New Year.

　　Nowadays, more and more foreign politicians also make public appearances during the Spring Festival to pay New Year greetings to the people of China. During the Lunar New Year in China in 2017, many international dignitaries, including UN Secretary-General Gutierrez, British Prime Minister Theresa May, South African President Jacob Zuma, Canadian Prime Minister Trudeau, Cambodian Prime Minister Hun Sen and Philippine President Duterte, delivered videos or congratulatory messages to wish the people of China a happy New Year.

　　There are also some politicians who "join in the fun" and personally integrate themselves into the festive atmosphere of the Spring Festival in China. In 2015, Prince Charles of England and his wife, Mrs. Duke of Cornwall, went to China City in London to watch the lion dance, learn Chinese characters, and participate in Chinese New Year celebrations. In 2017, Ivanka, the daughter of President Trump of the United States, took her daughter arabella to the China Embassy in the United States to pay a New Year’s call, which became a much-told story.

　　The Spring Festival of the Year of the Dog is coming soon. How will the world celebrate the Year of China? We will wait and see!

　　(Text comes from Xinhua News Agency, People’s Daily Overseas Edition, China News Network, Beijing Youth Daily, etc.)

　　On April 26th, local time, Argentine Economy Minister Felipe Massa held a press conference, announcing that Argentina would stop using US dollars to pay for goods imported from China and use RMB instead.

　　Zou Xiaoli, China’s ambassador to Argentina, was invited to attend the conference and delivered a speech. Argentine central bank governor Percy, Argentine General Administration of Customs Mitchell and entrepreneurs from China and Argentina witnessed the news release. Massa stressed at the meeting that the currency swap agreement between Argentina and China not only helps to strengthen foreign exchange reserves, but also helps to strengthen bilateral trade.

　　Massa said that after reaching agreements with different enterprises, Argentina will use RMB to pay for China’s imported goods worth about 1.04 billion US dollars this month. The use of RMB can accelerate the pace of Argentine imports of goods from China in the coming months, and the related authorization will be more efficient. It is estimated that starting from May, Argentina will also use RMB to pay for goods imported from China with the value equivalent to US$ 790 million to US$ 1 billion.

　　In addition, Massa also stressed that the use of RMB can increase the expectation of Argentina’s net foreign exchange reserves and bring greater freedom.

　　Zou Xiaoli, Ambassador of China to Argentina, said, "Strengthening economic and trade cooperation between China and Argentina is an important part of the comprehensive strategic partnership between the two countries. The economies of the two sides are highly complementary and have great potential for cooperation. China supports Albania’s efforts to maintain economic and financial stability, which is also reflected in the Sino-Arab joint statement issued during President Fernandez’s visit to China last year. China attaches importance to monetary and financial cooperation with Albania, and is willing to make joint efforts with Albania to encourage enterprises to use local currency for settlement in bilateral economy, trade and investment, reduce exchange costs and exchange rate risks, and create a good policy environment for promoting local currency settlement. In 2020, the People’s Bank of China and the Central Bank of Argentina renewed the local currency swap agreement, which played an important role in maintaining’s financial stability. The two central banks have also established an information exchange mechanism. China is willing to further strengthen local currency swap cooperation with Albania under the existing framework and support a greater role in the RMB clearing bank in Albania. China has confidence in Afghanistan’s financial and economic stability and the bright future of China-Arab cooperation. "

　　In January this year, the Argentine central bank said that Argentina and China had formally expanded the currency swap agreement, which would strengthen Argentina’s foreign exchange reserves of 130 billion yuan and activate the disposable quota of 35 billion yuan. (General Desk reporter Gong Xiangcheng)

　　Since 2019, the capital market has exposed a series of accounting fraud cases, which has attracted attention. The Ministry of Finance has put forward a series of requirements for accounting firms to improve the quality and level of audit services and do a good job in the audit of the 2019 annual report. In grasping the audit risk, it is required to strengthen the audit of "deposit and loan" listed companies, local financial institutions, local financing platforms and state-owned enterprises — —

　　In the new year, enterprises will release the results of the previous year one after another, and the annual report is highly concerned by the market. The authenticity and integrity of enterprise accounting information need the audit supervision of accounting firms.

　　On January 7, the Ministry of Finance held a video conference on the audit and supervision of enterprise annual reports, which put forward requirements for doing a good job in the audit of enterprise annual reports and made it clear that violations in the audit of annual reports would be severely punished.

　　Deep-seated problems need attention.

　　The quality of enterprise accounting information and the practice quality of intermediary institutions have always been concerned by society and market. Especially since 2019, the capital market has exposed a series of accounting fraud cases, such as Kangdexin and Kangmei Pharmaceutical. The audit of accounting firms failed to find problems or failed to issue appropriate audit opinions, which triggered heated discussions.

　　At the meeting, Liu Feng, the second inspector of the Supervision and Evaluation Bureau of the Ministry of Finance, reported the accounting supervision and inspection work in the past two years and the main problems found.

　　"Focus on the pain points of people’s livelihood and carry out in-depth inspection of accounting information quality in the pharmaceutical industry." Liu Feng said that the Ministry of Finance, together with the National Medical Insurance Bureau, selected 77 pharmaceutical enterprises to conduct penetrating inspection on the whole process of drug production, circulation, use and settlement in accordance with the requirements of "double randomness and one openness".

　　Focus on the key points of practice risks and earnestly do a good job in the quality inspection of accounting firms. Following the completion of a comprehensive survey of 40 certified public accounting firms in 2018, from 2019, the Ministry of Finance launched a second round of survey of certified public accounting firms, and selected four accounting firms to carry out practice quality inspection.

　　Focus on the blocking point of industry development and continuously manage the outstanding problems existing in the practice of non-securities qualified accounting firms. "Some non-securities qualified accounting firms excessively pursue economic interests, relax the quality management of practice, and damage the fair and honest image of the industry. The Supervision and Evaluation Bureau has organized local financial departments to carry out special rectification work for several consecutive years, and effectively managed problems such as nominal practice, selling reports, and low-price competition, and achieved good results. " Liu Feng said.

　　"In recent years, the risk awareness of accounting firms has increased, and the level of practice has improved. However, the inspection also found that some deep-seated problems in the CPA industry have not been effectively managed, which has seriously affected the quality of practice. " Liu Feng said.

　　According to the circular, these deep-seated problems include imperfect internal governance, failure to abide by independence, lax management of business undertaking, inadequate implementation of audit procedures, falling off the internal review barrier, non-securities qualified accounting firms practicing in name and "selling reports".

　　It is reported that some firms have turned a blind eye to the signs of fraud that have been concerned for reasons such as maintaining customer relations and ensuring the income of the firms, and lost their independence and professional ethics; In the year when the finance department of a province first carried out the work of "clearing the front name", 666 certified public accountants were cleared; The proportion of "selling reports" by individual firms exceeds 70% of the total amount reported by this firm.

　　Statistics show that in 2018, financial departments at all levels inspected 1,080 accounting firms and 18,476 enterprises and institutions. 88 accounting firms were punished, of which 21 were suspended from practice and 3 were revoked; 140 certified public accountants were punished, of which 53 were suspended and 5 were revoked. In 2019, the financial departments at all levels inspected 1,209 accounting firms and 23,922 enterprises and institutions, and the inspection work was basically finished, which is being followed up.

　　Severely crack down on accounting fraud

　　At present, the downward pressure on the economy has increased. Under this circumstance, the pressure on corporate performance is increasing and the motivation for fraud is rising. It is necessary for financial departments at all levels and accounting firms to work together to do a good job in auditing the 2019 annual report to ensure the truthfulness and integrity of corporate accounting information.

　　"In the current environment, severely punishing a few black sheep that disrupt the market order and have a strong social response is the best guarantee for the reputation of the industry and the best protection for the development of the industry." Qi Jinxing, director of the Supervision and Evaluation Bureau of the Ministry of Finance, said that in the next step, financial supervision and inspection institutions should earnestly perform their supervisory duties entrusted by law, crack down on accounting fraud, rectify and standardize market order, and enhance the social credibility of the industry.

　　It is reported that according to the regulatory requirements of the new Securities Law on "double filing", the Ministry of Finance will study and adjust the "peer-to-peer" division of labor, optimize the administrative supervision mechanism of accounting firms, fully mobilize the enthusiasm of the supervision bureau and the finance department (bureau), and jointly do a good job in accounting supervision.

　　"Highlight key points, severely punish heavy penalties, and further increase inspection and handling penalties." Gao Jinxing said that on the basis of continuing to push forward the comprehensive round-robin inspection of accounting firms, we should focus on increasing the intensity and frequency of inspection of accounting firms with large business scale, high practice risk and continuous administrative punishment, and promptly investigate and deal with major audit failure clues exposed by the media when problems such as "taking over the house", "changing the vest" and "selling reports" emerge; The practice of "double punishment in one case" will impose administrative penalties on accounting firms and certified public accountants with significant audit responsibilities.

　　The Ministry of Finance has put forward a series of requirements for accounting firms to improve the quality and level of audit services and do a good job in the audit of the 2019 annual report. In grasping the audit risk, it is required to strengthen the audit of "deposit and loan" listed companies, local financial institutions, local financing platforms and state-owned enterprises.

　　"For listed companies with high deposits and loans, focus on the authenticity of financial assets such as monetary funds and cash flow of enterprises, and increase the audit of bank deposits, operating income costs and large current accounts, especially related party transactions and overseas transactions." Liu Feng said.

　　At the same time, local supervision bureaus should follow up the whole process, understand the annual report audit of listed companies and key enterprises within their jurisdiction, remind and supervise accounting firms in time when finding doubts, and enhance the timeliness, pertinence and effectiveness of supervision. Local financial departments should continue to carry out special treatment of nominal practice and selling reports, intensify punishment, resolutely clean up the black sheep and constantly rectify the market order.

[Pacific Auto Review Channel] Toyota has been "playing" hybrid for 26 years, and its hybrid models are known for their fuel economy and reliability. At present, more than 23 million vehicles have been sold in the world, and the record of "0 accidents, 0 explosions and 0 electric leakage" has been maintained. After four generations of changes, Toyota’s dual-engine system has evolved to the fifth generation, and its name has changed from "dual-engine" to "intelligent electric hybrid dual-engine". And the new Lei Ling (parameter picture) (inquiry base price | reference matching) is the first landing model of Toyota’s fifth-generation hybrid system in China. Therefore, Lei Ling’s change this time is not as simple as changing the kit and adding a few configurations. The latest hybrid system is the real dry goods.

The Fifth Generation Toyota Intelligent Electric Hybrid Dual Engine System

Since it is equipped with a brand-new fifth-generation system, the power system and driving experience of the new Lei Ling are naturally the focus of our attention.

So what is the improvement of this system? The fifth generation intelligent electric hybrid twin-engine upgrades the three-electric system (motor, battery and electronic control), adopts a driving motor with higher output torque, and replaces the previous Ni-MH battery with a ternary lithium battery with higher discharge power for the power battery. The PCU power control unit also optimizes the program and reduces the volume and weight.

The comprehensive power of the 1.8L intelligent electric hybrid dual-engine system carried by the new Ralink is 101kW, which is 12% higher than that of the fourth generation system. The peak torque of the motor is 185N·m, and the fuel consumption of WLTC under comprehensive working conditions is as low as 4L/100km, which is about half a liter lower than that of the current system.

Previously, we did a zero-hundred-speed acceleration test on Lei Ling equipped with the fourth-generation dual-engine hybrid system, and the measured result was 10.87 seconds, which was more than 3 seconds slower than the Civic/e:HEV equipped with the fourth-generation i-MMD hybrid system.

After switching to the fifth generation system, according to official information, the zero-hundred-acceleration performance of the new Lei Ling can be improved to 9 seconds, and the acceleration of 0-60km/h only takes 4 seconds, and the acceleration capacity of the latter section of 80-120km/h is also improved by 15%.

From the actual sense of body, the speed of the new Lei Ling is indeed much faster than before. In the middle and low speed section, it has the pleasure of the tram. More importantly, the acceleration in the latter part is no longer so weak, especially in sports mode, the overtaking experience is much more enjoyable than before.

Besides being faster, the new Lei Ling has a great improvement in driving, that is, it is quieter. The fifth generation system is optimized for PCU power control unit to restrain the excessive increase of engine speed during acceleration. Now, when you step on the accelerator deeply and the engine rotates at high speed, although your voice is still very loud, it is obviously not as hoarse as before.

Not only the noise of the engine under high load has been improved, but also the vibration of the steering wheel and accelerator pedal has been reduced a lot. Now the floor is no longer numb when it is oiled. Generally speaking, after the new Lei Ling is upgraded to the fifth-generation intelligent electric hybrid dual-engine system, the power experience has been greatly improved. Coupled with Toyota’s consistent "reliable" characteristics, there is really no shortcoming.

In addition to the power system, Lei Ling has done a very good job in steering and chassis before the change, so there is no need to make any changes in the new model. The steering feels soft but not floating, smooth but not greasy. Chop a corner a little faster, and the feeling of the whole car is very controllable.

However, the leather steering wheel is completely cancelled in the new Ralink. The plastic material is a little slippery, and the surface touch is not as soft and comfortable as leather. It is a small regret for someone who is extremely resistant to the steering wheel cover. If you really want a leather package, you can buy a platform online. All kinds of hand-sewn DIY products cost 50 yuan to solve your worries.

In terms of chassis, Lei Ling under TNGA structure adopts independent suspension in front and rear, McPherson in front and E-shaped multi-link in the back. The chassis has a strong overall feeling and excellent shock-absorbing texture. After potholes or speed bumps, the suspension is very Q-elastic, neither too soft nor stiff.

In fact, this generation of Lei Ling’s control is much better than the previous generation, and the chassis texture is not much worse than that of a higher-level Camry. Now, after the cash Lei Ling has switched to the fifth generation THS, the power experience has been obviously improved. Now the whole car is refreshing, flexible and fuel-efficient, which is enough for ordinary family users to love the feeling of driving.

T-SMART intelligent cockpit

In addition to the upgrade of power system, the biggest change of the new Lei Ling is the upgrade to the T-SMART intelligent cockpit. Now it has the largest 12.3-inch full LCD instrument of its class, a 10.25-inch central control large screen with wireless CarPlay, and a T-CHAT intelligent voice interaction system that can be seen and spoken.

12.3-inch full LCD instrument is equipped with 1.5L self-priming version and dual-engine version; The 10.25-inch central control is standard in 1.5L and 1.8H, and the 1.2T version is a 9-inch screen.

The new car system keeps up with the times in functionality and interactive experience, supports car WeChat, car home interconnection and intelligent scenes, and is also compatible with various rich applications such as bilibili, CCTV audio and video, tiger tooth live broadcast and little red book through the expansion of third-party applets. The UI of the whole car is much more fashionable than before, and the operation logic is easier to understand, so older users don’t have to worry about not using it.

In addition, the "digital key" function is added to the new Lei Ling for the first time. Based on the "Fengyun Yuexiang" car interconnection system, the mobile phone is the key, and comprehensive remote control is realized, including remote mobile phone unlocking, air conditioning control, car light control, car condition checking, etc. One mobile phone can play around Lei Ling. Moreover, the car also supports OTA. If there are any new functions, users can get updates and upgrades without worrying that the car will become obsolete and become furnishings after two or three years of driving.

The biggest surprise of the new Lei Ling car is wireless CarPlay! Apple users expressed ecstasy. In addition to the two 1.2T models, the 1.5L self-priming and 1.8H hybrid models of Rayling all come standard with three mobile phone mapping methods: Apple CarPlay, Baidu CarLife and Huawei HiCar. Lei Ling’s change this time can be said to fully consider the needs of users.

On the high-profile models, there is also a 12.3-inch full LCD instrument, which has a great display effect, providing three types and four styles, forming 12 different combinations. It also covers a lot of information, including subtotal mileage, energy consumption data, power system energy flow, EV driving ratio, multimedia, compass, driving assistance, navigation map and so on.

However, its interface logic is too complicated, and the operation of information switching is cumbersome. For example, through the buttons on the steering wheel, the up and down buttons prompt you to press the left and right buttons, which switch three information interfaces.

However, these three information interfaces need to be preset in advance. If you want to change the settings, you need to follow the system prompts and check them through several levels of menus. That is to say, if what you want to see is not the information you set in the outermost layer in advance, then you will be very troublesome to find, and you may need to keep entering and returning in the menus at all levels. It is even more inconvenient to operate during driving.

In fact, this logic can be completely simplified by switching different information types left and right and switching the same information content up and down, which is easy to understand and has zero learning cost.

T-PILOT intelligent driving assistance system

The new Lei Ling is equipped with Toyota’s new generation T-PILOT intelligent driving assistance system. In addition to the minimum version, the whole system comes standard with Toyota’s latest Toyota Safety Sense 3.0 Zhixing safety suit, realizing quasi-L3-class automatic driving.

TSS3.0 further strengthens and upgrades the original PCS pre-collision system, DRCC dynamic radar cruise control system, LTA lane tracking auxiliary system and LDA lane departure warning system. At the same time, RSA road sign recognition assistance system, EDSS emergency driving stop system and PDA proactive driving assistance system are added, which are two world-first functions.

The EDSS emergency driving stop system will automatically slow down the vehicle when the system determines that the driver can’t continue driving because of fatigue or acute illness during the lane keeping cruise. When the driver is continuously warned that the operation has not resumed, the system will keep the vehicle in the lane and continue to slow down until it stops, and turn on the double flash to wait for rescue.

EDSS emergency driving stop system

PDA predictive active driving assistance system will slow down or brake pedestrians, bicycles or cars passing laterally at a distance of 30-80km/h, and if collision cannot be avoided within 4.5 seconds, it will actively turn 50 cm in the opposite direction to the target object to avoid excessive approach. This function can work no matter day or night, rain, snow, sunny, cloudy and other weather.

PDA predictive active driving assistance system

Shape change

The appearance is the smallest part of the change in Lei Ling, and the overall shape is basically the same as the old one. The new Lei Ling still offers two appearances, the normal version and the sports version. The main difference lies in the front and rear bars and wheel hub shapes. There are eight choices of body colors, and there are three different color schemes for the interior, among which gray is exclusive to the 1.2T version.

The appearance of the new sports version retains the design of trapezoidal big mouth and expands to both sides, which is visually more impactful and wider than the ordinary version. The new model adds the same color decorative strips on both sides of the front bumper, and forms an extension effect, which makes the whole look more stretched.

Previously, the ordinary version and the sports version used different shapes of light group designs, while the new version adopted a unified style, and the daytime running lights also became more atmospheric and more recognizable C-shaped structure, taking into account the function of turn signals.

The hub has also adopted a new style, with thinner spokes and a stronger sense of movement. Bridgestone Tairan series is still used for tires, and the sports tire size is 225/45R17; The normal tire size is 205/55 R16.

In terms of size, the length, width and height of the new Ralink are 4640×1780×1435mm and the wheelbase is 2700mm, which is not large among cars of the same price and belongs to the standard compact car body. If there is a demand for the back row space, the extended version of "Lei Ling"-Lingshang will be a better choice, and I believe Lingshang will soon be upgraded and redesigned.

The rear of the new Lei Ling is almost the same as the old one. The original body color decorative board at the bottom of the rear bumper of the sports version has changed into a pure black diffuser design, and the taillight style is also consistent with the old one.

In fact, this generation of Lei Ling is very good at face value, with a sharp overall style, a sporty and youthful look and a simple design. Therefore, the appearance of the new Lei Ling does not need to be drastically changed, and a small change is enough to keep it fresh.

Total knot

The new Lei Ling, whose appearance has hardly changed, has actually been greatly upgraded. The power is equipped with Toyota’s latest intelligent electric hybrid dual-engine system, which is the first landing model of Toyota’s fifth-generation hybrid technology in China. The cockpit adopts a brand-new 10.25-inch central control screen system and a 12.3-inch full LCD instrument screen, which enhances the functionality a lot. Apple CarPlay and Huawei HiCar are also connected. Driver assistance and active safety functions have also been upgraded to the latest T-PILOT system. The overall strength has been greatly improved. At present, the new Lei Ling has been officially listed, and the price of the whole department is 113,800-148,800 yuan, which can be said to be quite attractive. (Photo/Text/Photo: Pacific Auto Chen Wei)

Comparison of vehicle parameter configuration

● Standard ○ Optional-No model picture:
Vehicle information:Ralink
Section 2023
Intelligent electric hybrid twin-engine 1.8H sports editionOfficial price: 148,800 purchase tax: 13,200 final landing price (including insurance money): 169,400 energy consumption expense (20,000 km/year):-Official offer: 148,800 local lowest offer:-Purchase tax: 132,000 landing price estimate: 169,400 manufacturer: GAC Toyota level: compact car energy type: non-plug-in hybrid vehicle time to market: 98-horsepower motor: non-plug-in hybrid /95-horsepower gearbox: E-CVT continuously variable engine maximum power (kW): 72 engine maximum torque (N m): 142 maximum horsepower (PS): 98 maximum torque (N m): 142 motor maximum horsepower (PS): 95 total motor power (kW):. -WLTC pure electric cruising range (km):-CLTC pure electric cruising range (km):-EPA pure electric cruising range (km):-Battery charging time:-Fast charging capacity (%):-Power consumption per 100 kilometers (KWH/100 km):-Body type: 4-door 5-seat sedan length × width× height (mm) : 160 Official 0-100km/h acceleration (S):-Official 0-50km acceleration (S):-Measured 0-100km/h acceleration (S):-Measured 100-0km/h braking.(m):-Measured pure electric cruising range (km):-Measured fast charging time (hours):-Measured slow charging time (hours):-Measured power consumption per 100 kilometers (kWh/100 km):-Measured vehicle speed of 0km/h (idle speed) Environmental noise (dB):-Measured vehicle speed of 60km/h Environmental noise (DB): -measured fuel consumption (L/100km):-comprehensive fuel consumption of the Ministry of Industry and Information Technology (l/100km):-comprehensive fuel consumption of NEDC (l/100km):-comprehensive fuel consumption of WLTC (l/100km): comprehensive fuel consumption of 4.32cltc (l/100km):-energy equivalent fuel consumption (l/100km) -Vehicle warranty: three years or 100,000 kilometers. First owner warranty policy:-Battery warranty time: eight years or 200,000 kilometers. Body type: sedan length (mm): 4640 width (mm): 1780 height (mm): 1435 wheelbase (mm): 2700 front track (mm): 1531 rear track (mm) : 1430 Door opening mode: number of doors with side doors (units): number of seats (units): 5 Gas tank volume (L):-Hydrogen loading capacity (kg):-Oil tank volume (L): 43 Front spare compartment volume (L):-trunk volume (L):-Maximum trunk volume (L)-Interior dimension of trunk (mm):-Wind drag coefficient (CD):-Container dimension (mm):-Maximum loaded mass (kg): 1845 Maximum loaded mass (kg):-Total mass of quasi-trailer (kg):-Engine model: 8ZR displacement (ml): 1798 displacement abbreviation (L):. : 72 Maximum power speed (rpm): 5200 Maximum torque (n m): 142 Maximum torque speed (rpm): 3600 Cylinder arrangement: Number of in-line cylinders (units): 4 Number of valves per cylinder (units): 4 Compression ratio: 13 Valve train: DOHC cylinder diameter (mm): 80.5 stroke (mm Fuel supply mode: multipoint injection cylinder head material: aluminum alloy cylinder material: aluminum alloy emission standard: national VI motor model:-motor type: maximum horsepower of permanent magnet synchronous motor (PS): 95 total motor power (kW): 70 total motor torque (N m): 185 maximum motor power (kW): 70 maximum motor torque (N m): 185 rear motor. -drive mode: number of non-plug hybrid drive motors: single motor motor layout: comprehensive power of front system (PS): 137 comprehensive power of system (kW): 101 system comprehensive torque (n m): -NEDC battery life (km):-WLTC battery life (km):-CLTC battery life (km):-EPA battery life (km):-NEDC battery life (km):-CLTC battery life (km) -Comprehensive cruising range of -EPA (km):-Comprehensive cruising range of Ministry of Industry and Information Technology:-Battery type: ternary lithium battery cell brand: BYD battery cooling mode:-Power exchange:-Battery capacity (kWh):-Battery energy density (Wh/kg):-Official power consumption per 100 kilometers (kWh/100 km):-Battery warranty time: eight years or 200,000 km battery charging. :-battery preheating:-external discharge:-household charging pile:-abbreviation: E-CVT continuously variable gear number:-gearbox type: electronic continuously variable gearbox (E-CVT) Driving mode: four-wheel drive with front drive:-Central differential structure:-Front suspension type: McPherson independent suspension and rear suspension type: E-shaped multi-link independent suspension and steering assistance type: electric moped body structure: loaded front brake type: ventilated disc rear brake type: disc parking brake type: electronic parking front tyre size: 225/45 R17 rear tyre size: 225/45 R17 spare tire specification: not full size.: 12 Departure angle (): 16 Longitudinal passing angle ():-Maximum climbing degree (%)/climbing angle ():-Maximum wading depth (mm):-ABS anti-lock braking: ● Brake force distribution (EBD/CBC, etc.): ● Brake assist (EBA/BAS/BA, etc.): ● ● Tire pressure monitoring device: tire pressure display explosion-proof tire:-Safety belt is not fastened: full vehicle parallel assistance:-Lane departure warning system: ● Lane keeping assistance system: ● Lane centering maintenance: ● Active braking/active safety system: ● Road traffic sign recognition: ● Fatigue driving warning: ● Night vision system: -DOW door opening warning:-Front collision warning: ● Rear collision warning:-Moving objects. Auxiliary ● Front/rear side airbag: front ●/rear-front/rear head airbag (air curtain): front ●/rear ● Front knee airbag: main-/auxiliary-passenger seat cushion airbag:-front center airbag:-rear forward airbag:-rear seat anti-sliding airbag:-pedestrian collision protection system: -ISO FIX child seat interface: ● auxiliary.
sports
Pure electricity
Hybrid automatic parking in place:-Remote parking/driving out:-Automatic lane change assistance:-Off-hand detection of steering wheel:-Tracking reversing:-Engine start-stop technology:-Energy recovery system: ● Simulated sound wave:-Uphill assistance: ● Automatic parking: ● Steep descent:-Variable suspension adjustment:-Electromagnetic induction suspension:-Air suspension: Variable steering ratio:-Overall initiative. Differential lock:-Locking function of central differential:-Rear axle limited slip differential/differential lock:-Creeping mode:-Navigation assisted driving:-Built-in high-precision map:-Signal light recognition:-Memory parking:-Remote calling:-Autopilot chip:-Chip computing power:-Number of cameras: 2 millimeter wave radar: 1 ultrasonic radar:-Lidar:-Lidar layout:. :-Sports appearance kit: ● Aluminum alloy wheel hub: ● Electric spoiler:-Electric suction door:-Automatic door opening and closing:-Frameless design door:-Electric trunk:-Induction opening of trunk:-Electric trunk position memory:-Roof rack:-Electric telescopic trailer hook:-Hidden electric door handle:-Active air intake grille:-External discharge:-Warning of low-speed driving: ● Steering wheel electric adjustment:-Shift mode: mechanical gear shift multi-function steering wheel: ● Steering wheel paddle:-Steering wheel heating:-Steering wheel memory:-Driving computer display function: Driving information.
Multimedia information full LCD instrument panel: ● LCD instrument panel size: 12.3 inches HUD head-up digital display: -AR-HUD augmented reality head-up display:-Vehicle driving recorder:-Wireless charging of mobile phone: -ETC device: ○ In-vehicle biological monitoring system:-Engine electronic anti-theft: ● In-vehicle central locking: ● Key type: remote control key.
Bluetooth key automatic locking: ● Remote start:-Keyless start system: ● Keyless entry system: front sentry mode/clairvoyance:-Seat material: leather sports style seat: ● Front seat height adjustment: front seat cushion inclination adjustment:-Front waist support adjustment:-Front shoulder support adjustment:-Main/co-driver seat electric adjustment: main ●/ Electric adjustment of the rear seat of the co-pilot seat:-Second row seat adjustment:-Second row seat adjustment:-Third row seat adjustment:-Electric seat memory:-Steering wheel/seat comfortable access:-Front/rear seat heating: front ●/rear-third row seat heating:-Front/rear seat ventilation: front ●/rear-rear. Rear-third row seat massage:-rear seat reclining form: proportional reclining second row independent seat:-front/rear seat center armrest: front ●/rear-rear cup holder:-heating/cooling cup holder:-air conditioning adjustment mode: automatic heat pump air conditioner:-temperature zone control:-rear independent air conditioner:-rear seat air outlet :● PM2.5 filter in the car: ● car air purifier:.:-Front fog lamp:-Headlight rain and fog mode:-Headlight height adjustable: ● Headlight cleaning device:-Headlight delayed turn-off:-Touch reading lamp:-Interior ambient light:-Lamp language function:-Electric window: One-button lifting/lowering of the whole window: Hand-pinch prevention function of the whole window: UV protection of the whole car/ Heat insulating glass:-Electronic exterior mirror function:-Electronic exterior mirror display screen:-Electric adjustment of the rearview mirror: ● Heating of the exterior mirror:-Electric folding of the rearview mirror:-Automatic folding of the rearview mirror after locking the car:-Automatic turning down of the rearview mirror when reversing:-Memory of the rearview mirror:-Automatic anti-glare of the interior/exterior rearview mirror: Multimedia function of the interior/exterior rearview mirror:-Rear windshield sunshade:-Rear side sunshade:-
Rear wiper of co-pilot:-Induction wiper:-Car system name:-Car chip:-Central control color screen: ● Screen operation mode: Touch-controlled central control screen size: 10.25-inch entertainment screen of co-pilot:-Screen resolution:-Screen rotation:-Satellite navigation system: ● Real-time traffic information CarPlay: ● Navigation map brand:.
CarLife
HiCar networking: ●4G/5G network: 4GV2X communication: -OTA remote online upgrade: Wi-Fi hotspot:-Road rescue call: ● Voice recognition control system: multimedia system.
navigate
telephone
skylight
Window voice wake-up words:-Gesture control:-Face recognition:-Fingerprint recognition:-Multi-screen interaction:-Bluetooth/car phone: ● Car TV:-Rear LCD:-Rear LCD screen size:-Rear central control system:-Interface type: USB
12V
Number of Type-CUSB/Type-C connectors: standard: 1, optional: 1220V/230V power supply:-12V power supply interface of trunk:-CD/DVD:-Speaker brand:-Number of speakers: standard: 4 audio power:-Dolby Atmos:-Active noise reduction system:-Remote control of mobile phone APP:.
Lamp control
Air conditioning control
Vehicle condition inquiry/diagnosis
Vehicle location/vehicle search
Remarks on owner’s service:-fast track: understanding dealer’s quotation > >
Enter the car channel > > More car comparison > >

The writer of this article is @Noodles of Xiaowan family.

The shadow bugs in the world all begin with movies that eat away at the world.

Last weekend, according to the film directed by Bong Joon ho,Snow country trainAdaptedAmerican drama of the same nameIt premiered on TNT TV in the United States (Netflix was launched on May 25).

In contrast, compared with the film version of the international big coffee-class cast, the drama version of the starring Cass has shrunk a lot in order of magnitude, and many faces are too strange.

Fortunately, the female No.1 in the play has long locked in the Hollywood goddess generation.Jennifer Lynn ConnellyIt will not make this drama version with a well-known IP look too shabby in casting.

When it comes to Jennifer Lynn Connelly, everyone’s first impression is still that she is making her debut.Once upon a time in AmericaThat amazing Debra dance in the movie.

A netizen in Zhihu said that after seeing once in America, she went to watch all her other movies, which shows the charm of the goddess.

This year, Jennifer Lynn Connelly, who has been in business for 36 years, is about to enter.50 years old.

"Snow Country Train" is her first work to meet the audience after last year’s "Alita". If there is no accident, she will partner with Tom.Top gun 2It will also be released at the end of the year.

Top Gun: Maverick is currently scheduled to be released in North America on December 23rd.

In Hollywood Vanity Fair, where the competition for newcomers is fierce, Jennifer Connery has not left the scene for more than 30 years, but is not limited by her age, and is increasingly favored by big productions and big IP.

such"reverse growth" trendFor a 14-year-old female artist who is under the spotlight, it is really rare.

How many beauties in Hollywood have failed to escape?The curse of a good skinSome are self-indulgent and some are involuntarily.

Needless to say, for a long time in the past, the female stars introduced by Hollywood companies controlled by men were nothing more than pleasing the public with their hue.

They went from"Hunting" all over the worldIn an attempt to dig up more girls who first let them and then let the audience covet.

But there are always some excellent actresses who break their frivolity and prejudice.Of course, it is not to deny the appearance, but to impress the audience with acting skills on this basis.

Vivien Leigh (1913 ~ 1967)

For example, there is a saying that is used to evaluate.Vivien Leigh(Gone with the Wind, Oscar for Best Actress)-"She has such beauty without acting, and she has such acting without beauty.”。

The above evaluation also applies to Jennifer Lynn Connelly. But before this recognition, she also went through a long period of transformation.

Before the age of 19, because of her mature temperament beyond her age in Once upon a time in America, Jennifer played many similar precocious roles, and the other two are representativeMagic maze(1986) andDeath of the Swan（1989）。

She is playing against a generation of rock stars.David BowieThe two have a sharp contrast, one is handsome and the other is wild. Working with david bowie at a young age is precious enough.

According to Jennifer Lynn Connelly’s husband, that is, "vision"Paul BettanyHe said that when he was a child, he regarded Jennifer as his dream lover after watching Once upon a Time in America and Magic Labyrinth.

Later cooperationA Beautiful MindWhen the two formally met (there is a supplement to their feelings below).

Death of a Swan is a masterpiece that has been relatively neglected.19-year-old Jennifer has shown the crazy state of being completely immersed in the role in Requiem for a Dream.

In the film, she plays a ballerina. When rehearsing Swan Lake, she finds herself strangely connected with a dead ballerina. The white swan, which was originally pure and kind, gradually slides to the black swan, which hides evil …

Later helped natalie portman win the Oscar-winning title.Black swan(2010) is a sister version of Death of a Swan, except that Natalie was 29 when she played Black Swan and Jennifer was only 19 when she played it.

Besides trying to mature her role many times at an early age, Jennifer Lynn Connelly didn’t give up her studies. She studied in two famous universities, Yale and Stanford, and studied many languages.

The boiling point of passion, 1990.

The university campus life that is completely different from the crew also makes her next role less heavy.A beautiful adolescent girl with a little baby fatIt has become the symbol image of her years, and the most typical one is that the contiguous names are extremely appropriate.Spirits fly（1991）。

In the film, she plays the rebellious daughter of a local rich businessman. In order to deliberately oppose her father, she "confessed" to the ordinary supermarket working boy, and two young people with very different identities gave birth to a relationship.

On quality,"Spirits fly" is just a low-cost little rotten film that is straightforward and naive and meets the fantasy of teenagers..

However, because of Jennifer’s immortal face value and graceful figure, this film has a high onlookers value in bilibili so far, and the short comments on opening Douban are full of praise for Jennifer.

After the age of 20, Jennifer Lynn Connelly has stepped out of the frame of her actress image in Once upon a time in America. While releasing the youthful and glamorous atmosphere, her bodySexy labelIt is also attracting more and more attention.

Boiling point of passion（1990）、Battlefield of Heroes（1994）、Muhlan jump(1996) has a large scale of nudity, the first two parts are different fromDon Johnson(Father of fifty shades of grey heroine Dakota Johnson), Spanish male god.Antonio BanderasWaiting for the male stars to cooperate in intimate scenes.

But just when everyone thought that this beautiful embryo who has repeatedly undressed might find it difficult to take off her sexy label, she was already accumulating strength for the next decade.

In 1998, Jennifer appeared indark cityAn underrated sci-fi film with the same theme as The Matrix. She plays a singer, an equally mysterious existence in the process of the hero’s memory confusion and identity loss.

This is her first time to appear in a serious high-concept science fiction film. Her clothes are wrapped and her temperament has changed greatly.

The following year, she took on an independent film with the reputation of being a god.requiem for a dream(2000), in the director’s drugged psychedelic atmosphere and a large number of close-ups and subjective shots, Jennifer gave a performance state that was even more selfless than Death of a Swan.

Jennifer just turned 30 after Requiem for a Dream. In just two or three years, no one has described her with sexy vases, eyeballs and other words.

Taking advantage of the situation, Jennifer went from independent films.Quickly return to mainstream production., an Oscar hit movie with russell crowe.A Beautiful Mind(2001) Let her finally win.Best supporting actress.

The first high-gold award recognition in the past 16 years.

This film is her most cherished and proud work, and it alsoTherefore, the film became attached to her future husband paul bettany.They got married in 2003.

There is a very special story behind the acquaintance and love of two people.

As mentioned earlier, paul bettany regarded Jennifer as her dream lover when she was a teenager, but they were only in the same group when filming A Beautiful Mind, and they didn’t directly play opposite each other. The confession took place one year later.

At that time9.11 incidentWhen it happened, Paul happened to be on the street of new york. He witnessed the plane crashing into the World Trade Center. At that moment, he realized that many people’s lives had been completely changed.

Like a sudden confusion, he called Jennifer for two days after he ran home (they were not familiar at the time), and the first sentence after the connection was ""I’m coming to see you now. Let’s get married.”。

The phone actually answered Yes, so they came together and spent seventeen years with each other, known as the Hollywood fairy couple.

After the peak of career and a happy family, Jennifer Lynn Connelly’s works are relatively narrow in popularity.

In addition to working with Ang Lee,Hulk(2003), cooperation with Xiao LiziBlood diamond(2006) Except for the two blockbusters, the rest are mostly literary films or medium-cost films for American audiences, such asmassugu ni ikou（2017）。

Last year’s Alita was a commercial blockbuster that she returned to the mainstream after many years.Image meaning is greater than performance meaning.After all, Dr. Elaine in the original comic book needs a talented and qualified actress to match.

Next, I have to wait patiently for her "Top Gun 2" with Tom Cruise.Both of them are over 50.They have also been the dream lovers of countless boys and girls. This cooperation is meaningful.

While writing this tweet, Xiaowan also took a look at bilibili’s various stories about Jennifer Lynn Connelly.

A distinct feeling-just like Hong Kong movie actresses in the golden age, no matter how many years have passed, the beauty of temperament will always be remembered.

Note: Some pictures in this article are from Douban and the Internet. If there is any infringement, please contact us actively.