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　　Cctv newsAccording to the website of the China Insurance Regulatory Commission, recently, the China Insurance Regulatory Commission issued the Guidelines for the Articles of Association of Insurance Companies (hereinafter referred to as the Guidelines). The person in charge of the relevant departments of the CIRC answered questions from reporters.

　　1. What is the background of the promulgation of the Articles of Association Guidelines?

　　The articles of association of an insurance company is an important legally binding document that regulates the organization and behavior of the company and stipulates the rights and obligations of the company and its shareholders, directors, supervisors and management, and is the institutional basis for regulating the corporate governance structure. The CIRC attaches great importance to the fundamental role of the articles of association in regulating corporate governance. In 2008, it issued the Opinions on Regulating the Articles of Association of Insurance Companies, which played an important guiding role in regulating the contents of the articles of association of insurance companies and clarifying the procedures for formulating and amending the articles of association. However, judging from the governance risk problems of some insurance companies in recent years, some basic systems of corporate governance still have weak links, especially the articles of association, which is the "basic law" of the company, are still incomplete and imperfect, leaving hidden risks for the operation of corporate governance. It is urgent to further standardize the formulation of articles of association, grasp the original institutional arrangements of corporate governance, and enhance the effectiveness of corporate governance.

　　The purpose of formulating the Articles of Association Guidelines this time is to strengthen the supervision and guidance of insurance companies by standardizing the necessary provisions of the articles of association, provide a normative template for insurance companies to formulate articles of association on the basis of adhering to corporate autonomy, strengthen the structural foundation of insurance company governance, and further consolidate the long-term mechanism of risk prevention.

　　2. What is the significance of the Articles of Association Guidelines for strengthening corporate governance supervision?

　　The publication of the Guidelines for Articles of Association is another important measure taken by our association to prevent the source of corporate governance risks and consolidate the foundation of corporate governance structure, which is of great significance to further improve the corporate governance mechanism and enhance the effectiveness of corporate governance.

　　First, it is conducive to resolving the hidden risks of corporate governance. From the practice of insurance company governance and typical risk cases, some companies’ articles of association are missing basic items, the authorization mechanism is unclear or excessive, general and long-term authorization, the replacement and replacement mechanism of the company’s key personnel is unclear, the nomination mechanism of directors is missing, and the "living will" is missing, which leaves hidden risks in the company’s governance operation and becomes an important source of corporate governance deadlock, insider control and imbalance of governance mechanism. The Articles of Association Guidelines standardize the necessary clauses of the articles of association of insurance companies, which is helpful to strengthen the structural foundation of corporate governance and prevent and resolve the hidden risks of corporate governance from the source.

　　Second, it is conducive to strengthening the regulatory constraints of corporate governance. The Articles of Association Guidelines focus on the main risks of corporate governance operation and the outstanding problems in the formulation of articles of association. Based on laws and normative documents, taking public companies as standards, taking full account of the characteristics of the industry on the basis of adhering to corporate autonomy, it clarifies the necessary provisions of the articles of association of insurance companies. The Articles of Association Guidelines put forward clear requirements for the formulation of the articles of association of insurance companies, and also provided an institutional basis for the regulatory agencies to review the articles of association, which was helpful to promote the transformation of corporate governance supervision from "flexible guidance" to "rigid restraint" and further enhance the binding force of corporate governance supervision.

　　Third, it is conducive to enriching corporate governance supervision tools. In recent years, the China Insurance Regulatory Commission has issued more than 20 measures for corporate governance supervision system. The Guidelines for Articles of Association are conducive to effectively combining the regulatory requirements with the articles of association of the company, prompting the company to clarify the main links of the governance mechanism in the form of articles of association, internalizing the regulatory requirements into the internal requirements of the company, giving full play to the role of the Basic Law and promoting more rigorous and standardized corporate governance. At the same time, the Guidelines for Articles of Association further enriched the exploration of corporate governance supervision and became an important starting point and an effective means to strengthen corporate governance supervision and prevent corporate governance risks.

　　3. What are the main contents of the Guidelines for Articles of Association?

　　The Guidelines for Articles of Association consists of 14 chapters and 82 articles, which improve the necessary clauses that insurance companies should include in formulating articles of association. In addition to the contents required by the Company Law and Opinions on Standardizing the Articles of Association of Insurance Companies, the main risk points in corporate governance operation are clearly defined.

　　The first is about the rights and obligations of shareholders. In addition to the basic rights enjoyed by shareholders, the Guidelines for the Articles of Association require the company to clarify that shareholders have the right to nominate directors and supervisors in accordance with laws, regulations and regulatory provisions, and set out specific nomination rules; It is clear that shareholders have the right to directly report to the CIRC when directors, supervisors and senior managers violate laws and regulations and cause losses to the company or damage the interests of shareholders. In addition to the basic obligations that shareholders should bear, it is clear that shareholders should take and cooperate with the regulatory authorities to take measures when the company’s solvency is insufficient, risk events or major violations occur; Clearly require that the pledge of shareholders shall not harm the interests of other shareholders and the company, and shall not stipulate that the pledgee or its related parties shall exercise the voting rights; It puts forward clear requirements for timely reporting of major changes in shareholders themselves and related relationships with other shareholders. At the same time, the fiduciary duty of the controlling shareholder is also required to be regulated in the articles of association.

　　The second is about the authorization mechanism. The Guidelines for Articles of Association respectively refine the specific functions and powers of the shareholders’ meeting and the board of directors, and authorize the company to formulate the functions and powers of the general manager according to the situation. For major foreign investment, major asset purchase, disposal and write-off of major assets that need to be reviewed and approved by the shareholders’ meeting, and related matters that need to be reviewed and approved by the board of directors within the scope authorized by the shareholders’ meeting, it is required to specify the specific quota ratio or specific content scope in the articles of association. At the same time, it is clear that the statutory authority of the shareholders’ meeting shall not be exercised by the board of directors or other institutions or individuals through authorization, and the statutory authority of the board of directors shall not be granted to the chairman or other individuals in principle. If necessary, it shall be authorized on a case-by-case basis.

　　The third is about the voting resolution mechanism. The Articles of Association Guidelines specify the specific matters that need to be passed by ordinary resolutions or special resolutions at the shareholders’ meeting, the avoidance principle and voting rules of related shareholders when the shareholders’ meeting and the board of directors consider related transactions, and the voting rules for the election of directors and supervisors at the shareholders’ meeting. It is stipulated that when considering related party transactions, related directors shall not exercise voting rights, nor shall they exercise voting rights on behalf of other directors. Related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be counted in the total number of valid votes. It is clear that if the company has a single shareholder (related shareholders or concerted parties) holding more than 50%, the cumulative voting system shall be implemented when electing directors and supervisors. Regarding the voting rules of the board of directors and the board of supervisors, the company is also required to stipulate them in the articles of association in accordance with relevant regulatory provisions.

　　The fourth is about independent directors and the board of supervisors. The Guidelines for Articles of Association require the company to specify the nomination method, duties and rights, dereliction of duty and corresponding punishment measures of independent directors in the articles of association. The company is required to specify in its articles of association that independent directors should review the fairness of major related party transactions, the implementation of internal review procedures and the impact on the rights and interests of the insured, and submit to the board of directors special powers such as convening an extraordinary general meeting of shareholders, proposing to convene the board of directors, and independently hiring external audit institutions and consulting institutions. It is stipulated that independent directors should express their opinions on special matters, and if they abstain or vote against related matters, or think that there are obstacles to expressing their opinions, they should submit written opinions to the company and report to the CIRC. The "Guidelines for Articles of Association" put forward requirements for the relevant duties, rights and obligations of supervisors and board of supervisors, and required the company to regulate them in the articles of association.

　　The fifth is about special matters of corporate governance. The Guidelines for Articles of Association require the company to specify the replacement and replacement mechanism of the main responsible persons such as the chairman and general manager in the articles of association to ensure that key positions and key personnel perform their duties in place. The company is required to conclude a "living will", and in the articles of association, the situation of corporate governance mechanism failure, the corrective measures that the company can take and the procedures for applying for supervision and guidance from the CIRC when the internal corrective procedures cannot solve the problem are listed in advance. It stipulates that the company, shareholders who individually or collectively hold more than one third of the company’s shares, and more than half of the directors have the right to apply to the CIRC for supervision and guidance of the company. At the same time, from the perspective of solvency supervision, the company is required to stipulate the terms promised by shareholders in the articles of association under certain circumstances. In the case of insufficient solvency of the company or the order of the China Insurance Regulatory Commission to increase capital, shareholders who cannot or do not increase capital should agree with other shareholders or investors to adopt reasonable plans to increase capital.

　　4. What is the scope of application of the Articles of Association Guidelines?

　　Considering the different organizational forms of insurance companies, there are great differences in corporate governance structure and operation. Therefore, the Articles of Association Guidelines are standardized with the articles of association of joint-stock insurance companies as the version, and the scope of application is joint-stock insurance group (holding) companies, insurance companies and insurance asset management companies, and other organizational forms of companies refer to it. Listed insurance companies should also comply with the relevant provisions of the China Securities Regulatory Commission on the articles of association of listed companies.

　　V. What are the next steps after the promulgation of the Guidelines for Articles of Association?

　　The publication of the Articles of Association Guidelines is of great significance to guide insurance companies to establish a healthy corporate governance structure and form a good corporate governance operation mechanism, and is an important measure to further strengthen the supervision of insurance companies’ governance. In the next step, around the promulgation of the Articles of Association Guidelines, we will focus on the following tasks: First, we will require the company to formulate or modify its articles of association in accordance with the requirements of the Articles of Association Guidelines. For those who apply for the preparation and opening acceptance of an insurance company, the draft articles of association shall be drafted or revised according to the requirements of the Articles of Association Guidelines, and other insurance companies shall make corresponding amendments to the articles of association before the end of 2017. Second, the company is required to explain the contents of the Articles of Association Guidelines. Under the premise of not violating the laws and regulations and the requirements of the Guidelines for Articles of Association, insurance companies are allowed to add contents to the Articles of Association or make changes in words or order to the contents stipulated in the Guidelines for Articles of Association, but the added or modified contents should be explained. Third, based on the Guidelines for Articles of Association, the examination and approval of articles of association of insurance companies will be carried out, and the compliance with articles of association will be taken as the starting point to effectively improve the compliance and effectiveness of insurance company governance.

A film called The Legend of Nie Yinniang has been approved.

　 　 1905 movie network news On December 23rd, the Film Bureau released the latest issue of the film script for filing and project announcement. Tang De International, New Yuan Ye, Hengye and other companies all exposed the latest projects, and Chopsticks Brothers’ new film "Fake Bodyguard" was also impressively listed. In addition, a film named "The Legend of Nie Yinniang" was officially approved, which has nothing to do with the film directed by Hou Xiaoxian.

Nie Yinniang attracted a follow-up work, Chopsticks Brothers’ new film named Fake Bodyguard.

　 　 Nie Yinniang the Assassin, directed by Hou Xiaoxian, has been filmed for many years and finally released this year. Although the box office performance is not good, the film is of excellent quality and has a high status in the hearts of fans. The film also won many awards such as best film and best director at the Golden Horse Award. Now, a film named "The Legend of Nie Yinniang" has been approved. The synopsis of the story is: in the middle of the Tang Dynasty, the buffer region was divided, and Nie Yinniang, a chivalrous woman, sacrificed herself and took care of the overall situation to protect Wei Bo from the war, thus writing an epic story.

　 　 Judging from the plot, although the protagonists are all Nie Yinniang, they are different from Hou Xiaoxian’s version, and some of them have deviated from the original trend and become more grand, even using the word "touching" to describe them. The filing unit of The Legend of Nie Yinniang is Zhejiang Dongyang Zhongguang Film and Television Culture Co., Ltd. Beijing Branch, but none of the production and distribution companies of The Legend of Nie Yinniang has this one.

Chopsticks Brothers’ New Works Exposed

　 　 Last summer, Chopsticks Brothers’ film was released in the mainland, and the box office finally exceeded 200 million. After that, the two have no new works. After the announcement of this project, their new film named "Fake Bodyguard" was also exposed. The screenwriter was Wang Terry, and the story took place in South Korea, but the protagonist was "three people in life service". It seems that Shawn and Wang Terry will invite others to star together this time. The synopsis of the story shows that the protagonists met the top killers when they came to Korea, which can’t help but remind people of the Korean killers played by Chopsticks Brothers in "The Raptors of Old Boys Crossing the River".

The Golden Horse Award for Best New Director Bi Gan’s New Work

　 　 In addition, Bi Gan, who won the Best New Director Award at this year’s Golden Horse Award, will also start shooting a film called The Last Night of the Earth, which is his second feature film.

New Yuan Ye will shoot the co-production "Never Tomorrow".

Hengye Film Co., Ltd. has opened three new plays in succession. New Yuan Ye will shoot the science fiction film "Never Tomorrow"

　 　 In the column of co-productions, there is a work in New Yuan Ye called "Never Tomorrow". In the film, the earth will lose its gravity, and all life is in danger of being pushed into the abyss of space. It is a science fiction film.

Tang De International will shoot Ghost Train.

　 　 Tang De International, a company that once invested in Jackie Chan’s new film, also released a new work "Ghost Train" this time. The screenwriter is Fuhai Yi, who once wrote a film starring Song Jia with Su Xiaowei. Most of the story of Ghost Train happened on the train, including the disappearance of the last carriage and the fact that it still runs without the front of the car. It is mainly thrilling.

　 　 In recent years, Fujian Hengye Film Co., Ltd. has released three new films at one time, namely "My Dad is a liar", "Evil Neighbors from Heaven" and "Wow! There is a demon, and the three films are of different types.

The "European Raiders" previously exposed by Yinrun was finally established.

　 　 As early as March this year, during the Hong Kong International Film Festival, Yinrun announced that it would launch "European Raiders", which was directed by Ma Chucheng, continuing the style of the previous "Raiders" series of films, with an investment of over 100 million yuan, and would invite first-line stars to star in it. By the end of the year, the film was finally approved. It tells the story of three bounty hunters. When they compete with each other, they are involved in European gangs, the CIA of the United States, the European Union’s anti-crime alliance and other organizations.

Many friends will pay attention to the gearbox, one of the three major parts of the car, when buying a car: what kind of gearbox is carried by the car? As many people know, the dual-clutch engine has a high failure rate because of its instability. At present, the gearbox with the highest transmission efficiency is the manual gear, but although the manual gear is good, it is still a little overwhelmed by the new era. Let’s talk about automation.

I comparison of advantages and disadvantages between AT gearbox and dual clutch gearbox

1. The service life of AT gearbox is longer.

This involves the structural principles of two gearboxes. AT gearboxes usually use hydraulic torque converters, while dual-clutch gearboxes usually use clutch plates. The biggest difference between these two gearboxes is whether their internal components are directly connected together, and they are usually divided into rigid and non-rigid.

Because of the internal structure, the wear rate of AT is much higher than that of AT. Generally, the service life of AT is about 100,000 kilometers, and there is no need for overhaul.

Moreover, in the case of modern traffic congestion, the dual-clutch gearbox will stop and go, shift gears frequently, and the wear will become bigger and bigger. Usually, it has to be repaired before it reaches 100 thousand kilometers, and even needs to be replaced with a new clutch, which is why its life will be shorter than that of AT gearbox.

2. The AT gearbox has better stability and lower maintenance cost.

In fact, this is related to its internal structure, one is non-rigid connection and the other is rigid connection. Moreover, the maintenance cost of at gearbox in the later period is relatively low, and it is usually only necessary to change the oil of the gearbox. Therefore, as long as the owner takes good care of it and does not drive too hard in daily use, there will basically be no big problem.

However, because the dual-clutch gearbox changes gears too many times, it will cause internal wear, and the cost of overhaul is very high. Moreover, the dual-clutch gearbox is different from the manual gearbox, and the manual gearbox is damaged. Just change a part or clutch plate, but the dual-clutch gearbox may have to be completely replaced.

Although powershift is more fuel-efficient, its maintenance cost will also affect its fuel consumption. This is not to say that you can’t buy a dry powershift. Just be careful when driving, and don’t drive too hard. If there is a traffic jam, you can also choose manual mode.

Second, AT gearbox has a better reputation.

These two transmissions have a history of more than 100 years, but their development processes are different. Since the AT transmission was invented, many people have improved it. Powershift, on the other hand, was widely used more than 30 years ago.

Therefore, the stability of AT gearbox will be better, the technology will be more mature, and the transmission efficiency of dual-clutch gearbox will be higher, but from the perspective of durability and economy, AT gearbox may have more advantages.

Before this, there was a data analysis. Through the summary of statistics and opinions about automobile gearboxes, it was found that seven of the top ten gearboxes with the highest complaint frequency were dual-clutch gearboxes, and only one of them was at gearboxes. Therefore, if we look at the stability and reputation of gearbox quality, AT gearbox may be better.

No matter what kind of gearbox it is, it has its own advantages and disadvantages. The most important thing is that the owner should avoid using violence and develop good driving habits when driving. Only in this way, the service life of the gearbox will be longer, thus reducing the maintenance cost. Both gearboxes have been precipitated by the market and have been continuously improved and optimized for several years. Therefore, the main reason lies in the good or bad driving habits.

　　　　It is reported that Jay Chou, a talented musician, devoted himself to active work in the spring of 2009, and received a brand-new product advertisement. Apart from filming seriously, he personally acted as a producer, continuing Jay Chou’s consistent style of striving for perfection in his works. I learned from the popular TV advertisement that this product is Yili Yogurt, and the advertising effect is really good, and the style is fresh and pleasant. It is said that this advertisement is the first time for Jay Chou to endorse dairy drinks.

　　　　Yili Yogurt, Jay Chou’s favorite endorsement in 2009.

　　　　Looking at Jay Chou’s handsome dance in TV commercials, I can’t help but recall several other spokespersons of Yogurt: Wilber Pan, Yi Jianlian and Liu Yifei, all of whom are heartthrobs who have dumped all beings. The feeling of Yili Yogurt’s "I want my taste" sung from Jay Chou and Wilber Pan is also different, and Yogurt is famous for its different songs.

　　　　The popularity and popularity of Yili Yogurt is a successful example of celebrity endorsement products, which also reveals a message: celebrity endorsement has become an important means of brand entertainment marketing, and the modeling, performance and even soundtrack of stars in advertisements may become classic memories in our minds.

　　　　Wilber Pan and Liu Yifei spoke brilliantly of Yili Yogurt.

　　　　Judging from the celebrity endorsement of Yili Yogurt, Yili’s brand entertainment marketing is indeed quite standard. Liu Yifei, a young and beautiful movie diva, Yi Jianlian, the first registered user of "Youth Rookie Field", and Pan Shuai Wilber Pan, a popular model student who plays cool to the end, let everyone feel the fresh and youthful taste and positive attitude towards life High unique TVC and print advertisements.

　　　　In today’s entertainment-oriented era, choosing a star as a spokesperson has become a popular marketing tool for major brands, but it is rare to choose a star spokesperson who is fully consistent with the brand concept, positioning and image. Yili made almost no mistakes in choosing spokespersons, and each star seamlessly combined his own characteristics with Yili’s brand.

　　　　Some entertainment critics once pointed out: "Wilber Pan’s dumping of sentient beings in Guangzhou University Town, Liu Yifei and Yi Jianlian’s youthful yogurt advertisement are all rare entertainment memories of our generation." Among them, "Yogurt Violin Girl" once became an online celebrity because of participating in the advertisement of Yogurt, which gave a vivid impression and formed the high-quality style of Yogurt Beauty.

　　　　Jay Chou, the "Jiuding Supreme" who signed a contract for Chinese entertainment, is even more powerful for Yili Yogurt. Its significance lies not only in the successful introduction of "Spokesperson 2.0" and the overall improvement of brand attention and goodwill, but also in the creation of a new era of entertainment marketing of milk beverage brands with the help of Jay Chou’s "omniscient and omnipotent".

　　　　From the advertisements of Yili Yogurt in recent years, we can easily find that Yogurt not only chose the right spokesperson, but also used the spokesperson properly. Jay Chou, Wilber Pan and other spokesmen all the way down, put the yogurt changes and progress in recent years are very in place.

　　　　One of the highlights of Yogurt’s new Jay Chou commercial this year is that Jay Chou’s "I want my taste" and Wilber Pan’s tune have changed, and this change has brought about changes in the product itself. In the film, Jay Chou told everyone that Yili Yogurt has now added "excellent+active prebiotics", whose function is to activate the proliferation of beneficial bacteria, inhibit harmful bacteria and improve immune function more easily. "Taste of youth, experience by yourself" → "I want my taste "→" I want the change, I want the taste ",and the product quality and style concept of yogurt have always been in line with consumer demand.

　　　　Numerous facts have proved that simple and formalistic forms of entertainment will eventually be ruthlessly eliminated in the performing arts environment. To really do a good job in entertainment marketing, it is no longer as simple as playing the edge ball and playing with new concepts, but cutting into the essence of entertainment with a high degree of prudence and combining the most appropriate entertainment methods can forge an effect that truly meets the core demands of the brand.

Editor: Gao Song