Sunday, December 19, 2010

China Nonferrous Metal Construction Co., Ltd. for sale of major assets Report (Draft)

 China Nonferrous Metal Construction Co., Ltd. for sale of major assets Report (Draft)
company statement
all members of the Company and the Board to ensure that the contents of this report is true, accurate, complete, and report false or misleading statements or material omissions jointly and severally liable.
China Securities Regulatory Commission, other government agencies, intermediaries to sell major assets of this made any decision or opinion, not that the value of the stock of the Company or investors in real terms in revenue Judgement or guarantee.
The completion of major asset sales, and earnings of the company changed from the responsibility of the Company; because of this significant investment risk arising from sale of assets, investors shall be responsible.
special Risk Warning
Construction Co., Ltd. under the China Nonferrous Metals Import and Export Bank of China June 28, 2001 signed the company has the total shareholding of 10,630 shares 160,535,250 legal person shares of the Minsheng Bank China Exim Bank pledged to the main contract (in the color shares with the Chinese Export-Import Bank January 20, 2001 signing of the Project Loan Agreement , the Company has in the or early repayment of bank loans as collateral. As the negotiations and other assets of the proposed replacement of the assessment of security is still a process, so the second, three share the risk remains uncertain.
I. Interpretation
unless otherwise have indicated, hereinafter referred to in this report have the following meanings:
the color of shares or the Company: refers to the China Nonferrous Metal Construction Co., Ltd.;
Shanxi Haixin: refers to the Shanxi Haixin Industrial Co., Ltd.; < br> Minsheng Bank: refers to the China Minsheng Banking Co., Ltd.;
China Nonferrous Metals Group: refers to the China Nonferrous Mining Construction Group Co., Ltd.;
sale of major assets: refers to the color of shares to 160,535,250 shares held by the legal person shares of China Minsheng Bank transferred to Shanxi Haixin behavior;
Target Shares: means the color of shares 160,535,250 shares held by the legal person shares of China Minsheng Bank;
CSRC: China Securities Regulatory Commission means;
SFC SFC Zi [2001] No. 105 Company and Shanxi Haixin October 18, 2004 signed the transfer will be in three phases, transfer of 5,400 shares in 2004, price 3.50 yuan per share; June 30, 2005 transfer of 6,600 shares per share price of 3.71 yuan; June 30, 2006 transfer of the remaining 40,535,250 shares at prices 3.94 yuan, 593,568,885 yuan total price of the equity transfer. The sale price in cash.
2003 年 9 27, of the Company Asset Management Limited and Wing signed the Minsheng Bank shares 3,000 shares (representing the total share capital of Minsheng Bank 0.89%) transferred to Wing Asset Management Co., Ltd., a share sale price of 3.12 yuan, the total transfer price of RMB 9,360 million .2003 December 15, the 1, 2003 the company's extraordinary general meeting approved the transaction.
under the amounts. Minsheng Bank sold the company twice the total amount of 687,168,885 shares of RMB, accounting for the end of 2003 the Company's audited net assets of 68.50% 1,003,237,005.61 yuan, more than 50%, in line with the The transaction constitutes a major asset sale behavior. The Company and Shanxi Haixin counterparty no relationship between, the transaction does not constitute a connected transaction.
three counterparties briefing
1, the basic situation
Shanxi Haixin was established in March 22, 2000, the Company Address: Dong Wenxi County, Shanxi Province, the legal representative: Li Zhaohui, registered capital: 138,429.61 million, Company Type: Limited. Shanxi Haixin business scope includes: refining iron, steel, rolled steel, steel products manufacturing, wholesale and retail; ferroalloy, scrap, waste material wholesale and retail; coke processing and sales; cement production and sales.
2, the main business development
Shanxi Haixin's primary business is iron, steel, rolled steel and steel products manufacturing, wholesale and retail; ferroalloy, scrap, waste material wholesale and retail; coke processing and sales; cement production and sales. According to the State Administration of Taxation statistics, Shanxi Haixin in 2003 the first large Chinese private enterprises to pay taxes. Shanxi Haixin can not guarantee that it is not due to repay the debt, no ongoing or will occur in large lawsuits, and no other could lead to credit deterioration to meet its payment obligations will not be an obstacle to its existence of the facts.
3, the situation
ownership structure of shareholders and Shanxi Haixin holdings are: Shanxi Haixin Iron and Steel Group Co., Ltd holding 90.93% Beijing China Railway Foreign Service Company holds 3.61%, Luoyang Railway Express (Group) Company holds 1.85%, the Shanghai Metallurgical Furnace Charge Company holds 1.55%, Henan Province, metallurgy and building materials supply and marketing company owned 1.27%, Iron Mountain off Southwest Division Industry and Trade Corporation, holding 0.79%.
Shanxi Haixin Iron and Steel Group Co., Ltd. was established in 1992 with a registered capital of 135,368.81 million, the company registered address: Shanxi Wenxi Township, legal representative: Li Zhaohui, business Range: iron, steel, bar steel, mining, mineral processing, coke, pig iron, steel ingot, billet, steel, steel scrap, ferro alloys, nonferrous metals, refractory wholesale, retail, buying and selling; production for iron and steel products exports ; production of scientific research required for raw materials, machinery equipment, apparatus, instruments and spare parts imports; services; motor transport. The shareholders of the company is now jointly by Shanxi Coking Plant Wenxi three railways and Hunan Xiang Wei limited liability companies investing , holding rates were 99.3% and 0.7%.
Mr. Li Zhaohui, male, 23 years old, ID number: 142729810308121. a brief resume: 1994m1997 years, Taiyuan Venture School; 1997m1999 years, a model for the international school in Melbourne, Australia; 1999m2002 years , Australia MONASH University; 2003 so far, Shanxi Haixin Iron and Steel Group Co Ltd. Mr. Li Zhaohui, Department of famous Chinese Federation of Private Entrepreneurs mm of the original son of Vice-Chairman Mr. Li Haicang. Mr. Li Haicang died, Mr. Li Zhaohui the sea as its legal successor as Shanxi Xin Industrial Co., Ltd. is the actual controller.
Shanxi Haixin equity structure as follows:
Li Zhaohui Li Wenjie
90% 10%
Hunan, Shanxi Province, Wei Xiang Wenxi three iron joint investment
Coking Plant Co., Ltd.
99.3% 0.7%
Shanghai Metallurgical China Railway Railway Henan Luoyang, Shanxi Haixin Iron
Southwest Yeshan Foreign Service Charge Iron and Steel Group Company Express (Group) Gold building material take-off families Public Limited Company-owned Beijing company
Supply Company Trade Corporation
1.55% 3.61% 90.93% 1.85% 0.79% 0.79%
Industrial Co., Ltd. Shanxi Haixin
4, the most recent year financial information
According to PricewaterhouseCoopers Zhong Tian CPAs Co., Ltd. issued by PricewaterhouseCoopers Zhong Tian Shen Zi (2004) 1519 audit report, as of December 31, 2003, Shanxi Haixin key financial indicators are as follows:
Shanxi Haixin main financial indicators unit:
item 2003.12.31
total assets 5,175,311,492
Total liabilities 3,073,501,748
minority interests 250,153,419
net assets 1,851,656,325
project 2003.1-12 < br> Main Business Revenue 4,302,546,447
net operating profit 763,122,124
418,370,048
5, to the listed company directors or senior management recommended by the case of Shanxi Haixin
not recommend any of the directors of the Company senior management.
6, within the last five years administrative punishment in the case
Shanxi Haixin is not within the last five years administrative punishment or criminal penalties and economic disputes involving civil litigation or arbitration related to a major .
four major asset sales this background and motivation
the Company to 13,150 million in 1999 bought 9,000 shares at the price of Legal Person Shares of Minsheng Bank, China Minsheng Bank over the years as bonus shares, increase by transferring shares and the sale of part of the shares of the Company, the current shares of the Company held 160,535,250 shares of Minsheng Bank, China Minsheng Banking accounted for 3.10% of the total share capital. The equity cost method of accounting and book cost 8,779.98 million, representing the Company's net assets in mid-2004 8.8 %, are non-core business assets.
due to the cost method of accounting, so the value-added part of the shares can not be fully reflected, he was unable to achieve regular return on investment, the company's profitability is underestimated, the potential expansion of assets not be fully realized. The company has established the main business of overseas resources development, the view of the huge funding requirements of the business, the Company will actively clean up of non-core business assets, the company's resources into the main industry to go. At the same time China Securities Regulatory Commission will respond positively to the interests of investors on the protection of the provisions of the public in preparation for the next year to give shareholders a good return on cash dividends. Therefore, Minsheng Bank to sell stake in investment income realized on the one hand, it also can be recycled large amount of funds for the development of the company's main business and dividends to shareholders.
China's to private enterprises in China's first joint-stock commercial bank shareholders based in the past 7 years, rapid development has made remarkable achievements.
However, because the company is not in Minsheng Bank board seats, the Minsheng Bank no control over the management and decision-making. Minsheng Bank sold the company at this time is to avoid the risk of future investment, the best time to sell shares in the cash return on investment, protect the interests of the shareholders of the Company.
five major asset of this sold subject
1, the basic situation
The subject of the sale of major assets held by the Company China Minsheng Banking 160,535,250 shares, representing the total share capital of Minsheng Bank 3.10%.
Minsheng Bank was established in 1996 February 7, Registered Address: Justice Road, Dongcheng District, Beijing, IV, legal representative: Jing Shuping, the registered capital: 5,184,445,956 yuan. The company bought 9,000 shares in 1999 and Legal Person Shares of Minsheng Bank, the Minsheng Bank Major Holders over the years, increase by transferring shares of the Company to sell part of stake in Minsheng Bank currently holds shares of the Company 160,535,250 shares, representing the total share capital of Minsheng Bank 3.10%. Meanwhile, the China Securities Depository and Clearing Corporation Limited Shanghai Branch issued ; investors hold the balance of bearer securities br> 1. New Hope Investment Co., Ltd. 362,126,525 6.98
2. China Asia Standard Holdings Limited 341,084,250 6.58
3. China Shipowners Mutual Assurance Association 288,609,750 5.57
4. Oriental Group Co., Ltd. 285,040,370 5.50 < br> 5. SME Investment Co., Ltd. 262,582,398 5.06
6. Xiamen Fu Xin Holdings Limited 250,040,992 4.82
7. China Coal Energy Group Corporation 236,135,250 4.55
8. Shanghai Jianteshengwu Technology Co., Ltd. 194,313,073 3.75
9. Sichuan South Hope Industrial Co., Ltd. 170,489,651 3.29
10. China Nonferrous Metal Construction Co., Ltd. 160,535,250 3.10
2, the audit
PricewaterhouseCoopers Zhong Tian CPAs Limited Minsheng Bank 2001m2003 year conducted an audit of financial statements, issued by PricewaterhouseCoopers Audit words (2004), No. 656, the word trial PricewaterhouseCoopers (2003) 294, PricewaterhouseCoopers Audit words (2002) 321 No audit reports. Minsheng Bank's audited financial data as the primary:
Minsheng Bank audit data unit:
item 2003.12.31 2002.12.31 2001.12.31
total assets total liabilities 361,064,410,000 246,280,853,000 138,898,420,000
351,414,206,000 240,277,043,000 133,473,517,000
net assets 9,650,204,000 6,003,810,000 5,424,903,000
project 2003.1-12 2002.1-12 2001.1-12
12,037,114,000 7,213,677,000 5,130,993,000
revenues 1,967,671,000 1,215,399,000 880,784,000
operating profit net profit of 1,391,252,000 891,540,000 646,370,000
3, the assets involved in the security and litigation
color under the Export-Import Bank of China shares 28 June 2001 signed the ; Supplemental Agreement ;, the Company had 10,630 shares held by the legal person shares of the Minsheng Bank China Exim Bank pledged to the main contract (in the color shares with the Chinese Export-Import Bank January 20, 2001 signed the Loan Agreement The company has been in the as collateral or repay the loan ahead of schedule. As the negotiations and other assets of the proposed replacement of the assessment of security is still a process, so the second, three share the risk remains uncertain.
addition to the above matters, the target shares are not involved any litigation, arbitration or judicial enforcement, and other major issues in dispute.
six major asset sale agreement related to the main content of
the Company and Shanxi Haixin on October 18, 2004 signed the The Company intends to 160,535,250 shares held by the legal person shares Minsheng Bank transfer to Shanxi Haixin, Shanxi Haixin agreed target shares transferee. The No. 26313 No. EIGHT HUNDRED LXXXV yuan), from Shanxi Haixin transfer by delivery of shares of each target three times the amount paid to the Company.
the first transfer of the shares of the target price of 3.5 yuan per share, a total of 189,000,000 yuan RMB (capital: one billion yuan Baqian Nine Million whole), Shanxi Haixin should be issued from the China Securities Regulatory Commission approved the transfer of shares views on the current period from the date of 10 working days to pay the full amount to the Company of shares of Target transfer price.
price per share of the second target should be the first target price per Share based on floating 6%. the price per share of the second target was 3.71 yuan, a total of 244,860,000 yuan RMB (capital: II million Siqiansibai LXXXVI Million RMB), Shanxi Haixin should be issued from the China Securities Regulatory Commission approved the transfer of shares views on the current period from the date of 10 working days to pay the full amount to the Company of shares of Target the transfer price; the transfer of shares if the current target without prior approval from China Securities Regulatory Commission, Shanxi Haixin should be in the May 30, 2005 to the Company pay the full transfer of the shares of the target price.
third goal Price per share, the second objective should be price per Share based on floating 6%. that third target price 3.94 yuan per share, a total of 159,708,885 yuan (capital: One million five thousand Nine Bai qi HUNDRED THOUSAND EIGHT HUNDRED LXXXV Baqian yuan), Shanxi Haixin should be issued from the China Securities Regulatory Commission approved the transfer of shares the views of the current date of 10 working days, full payment to the Company that the transfer price of shares of Target; If the current goal of the transfer of shares without prior approval from China Securities Regulatory Commission, Shanxi Haixin should be on May 30, 2006 to the Company in full payment of the transfer of the shares of the target price.
2, target delivery and transfer of shares
two sides agreed to, the Company under this Agreement once signed a contract to sell to the goal of Shanxi Haixin shares delivered to the Shanxi Haixin three phases.
the two sides should be December 15, 2004, completed the first delivery of targets and the transfer of shares, delivery of the first target amount of shares as follows: 5,400 shares.
sides should be 30 June 2005 to complete the second phase targets the delivery and transfer of shares, the second target amount for the delivery of shares: 6,600 shares.
sides should be 30 June 2006 to complete the third objective of the delivery and transfer of shares, the third line of the target for the delivery of shares: 40,535,250 shares.
The objectives mentioned in this section of the delivery and transfer of shares, refer to China Securities Depository and Clearing Corporation Limited Shanghai Branch target for completion of delivery and ownership transfer of shares.
3, entry into force of the contract, effective time
The agreement signed and sealed by both parties and approved by the shareholders of the Company effective from the date the General Assembly, effective transfer of shares to the target period of the date of completion.
seven major sale of assets related to this matter that
1, the The transaction pricing analysis
Minsheng Bank sold shares of the Company's price, is the result with potential transferee reached after several rounds of negotiations. In general, the higher the transfer of ownership will result in a higher proportion of control premium. So if the livelihood of the Company held by the bank for sale to split into several different transferee, the transfer price will be much lower than the sale price to a transferee. In addition, foreign equity participation in order to obtain the domestic transferee opportunities for banks, but also willing to pay a higher premium, but the transferee foreign institutions such as Minsheng Bank shares, need to go through the Ministry of Commerce, China Banking Regulatory Commission and other approvals, procedures are complicated and not deterministic large, may cause the company obtained significantly delay the transfer time shall not conducive to protecting the interests of the shareholders of the Company. Therefore, this company has not selected foreign institutions, but chose the strength of the domestic companies as the transferee.
Minsheng Bank since 2000 Since listing, continuous performance and supernormal growth assets, to shareholders a good return.
five state-owned commercial banks are currently restructuring and is ready to begin listing, will present joint-stock commercial banks have been listed market share and stock price lead to a greater level of impact. The company chose this time to sell Minsheng Bank shares, but also to investment income as soon as possible, to avoid future investment risks.
the share transfer of the Company, the average price of 3.70 yuan, compared with Minsheng Bank mid-2004, net assets per share 2.31 yuan (2.23 yuan per share, adjusted) premium of 60.17%; three phases, each corresponding to the transfer of transfer prices were 3.50 yuan, 3.71 yuan, 3.94 yuan, a premium of 51.52%, respectively, 60.6%, 70.56%. in accordance with the Minsheng Bank 0.21 per share in mid-2004's performance to project the end of 2005 its net assets per share will be difficult to reach 3 yuan. The Minsheng Bank share prices have hit domestic transfer price between the high, also higher than the Eastern bloc in 2004 to complete the transfer of part of the Minsheng Bank shares to International Finance Corporation (IFC) price of 3.41 yuan per share. Therefore, the transfer price is beneficial to the company.
2, sale of assets transferred
use the proceeds of this equity transfer is completed, the Company will be May 30, 2006 before the three phases of about 594 million yuan in cash, investment income before tax of about 506 million, net of income tax expected to be with a net cash income of about 4.5 million. The funding will be used to project the company's main business investment and in the future allocation of the annual cash dividend to shareholders.
allotment of funds investment company of Mongolia plans wood Elting - Obo Zinc project will be completed in August 2005. The mine reserves of 1.03 million tons of zinc metal, the total investment of 3,800 million U.S. dollars, accounting for 51% of the shares of the company, will be built to the domestic supply of refined zinc per year 70,000 tons. The project is the China and Mongolia preferential loan projects identified by the Government, President Hu Jintao visited Mongolia in 2003, made when instructed to map wood Elting - Obo zinc project into a model of cooperation projects in Mongolia. The Company is currently supporting the project planning and zinc smelting projects to achieve the vertical integration of mining dressing and smelting industry chain. through with the power, a rich source of non-ferrous metal ore negotiations Chifeng City, Inner Mongolia, the current capital increase to be adopted by the company holding the local way of a zinc smelter and invest in its Phase III expansion of 50,000 tons of electrolytic zinc, total investment of 3.1 billion, 45% capital ratio, the company plans to invest 7,500 million won 51% of the shares, in addition to be entrusted with the management of his original , the second phase capacity of 50,000 tons. Once the project goes into production, the company will enter the country's 10 largest zinc producer of the series, and is the lowest cost producers. Phase III expansion project to be started in June 2005, completed the end of 2006 production, China Nonferrous Metals Engineering Design Institute to provide a bauxite company signed a joint development agreement of intent (the Company has announced the end of 2003), and strive to form in the years before 2010 the production capacity of 400 million tons of alumina. and to sign the agreement along with the Austrian company Many participants aluminum Co., Ltd 42 tons of electrolytic aluminum in construction project design, equipment and technical services contract, the contract amount of $ 600,000,000, it will be China's first Western-developed countries to industrial technology and complete sets of equipment, non-ferrous metals , marks the company in the field of non-ferrous metals industry, contracting one of the world advanced technology level, but also marks the company implementing the strategy of overseas resources will be the first to enter the Western markets of developed countries. Although there is a long bauxite development process, But the company needs to first start of the electrolytic aluminum projects for 3,000 million performance bond (the contractor for the Project Company), according to the requirements of domestic banks need to guarantee the amount of the Company to provide the equivalent of more than 50% margin. The transfer of shares in the funds of 1.2 billion will be used Aldoga project.
Vietnam is to support China's economic and foreign policy priorities of the countries, the company has been in Vietnam the right to undertake the Health and copper projects. Vietnam has a very rich bauxite resources, mostly the province of Dak Nong Le bauxite reserves of 26 billion tons more than the sum of all of China's reserves. After five years of development department of the company's unremitting efforts, the Vietnamese Government to agree to be developed by the China Investment Holding Company Dak Nong bauxite and build an annual output of 100 million tons of alumina plant, the products sold in China, many farmers will become non-ferrous metals mining industry an important raw material base. The project submitted by the State of the State Council leaders attach great importance to the Foreign Investment Department led by the National Development and Reform Commission set up a special working group decided by the Company and the China Aluminium Group to jointly develop bauxite, specific programs are being developed. Since the initial investment is estimated at $ 900,000,000, the State The policy bank will provide 70% of the project loan, the remaining funds will be raised by the owners of the companies, such as to obtain a 30% stake would need to invest 8,100 million dollars. Minsheng Bank in addition to funds obtained by the sale, the company is actively operating , will use a variety of ways to raise funds and try to get as much as the project's equity.
the company of these two projects (Australia - Ao Duojia electrolytic aluminum projects, Vietnam - Dak Nong bauxite project) of capital investment for the initial intention. specific investment company will be based on the progress of the project to be disclosed in a timely manner.
the Company is actively cleaning up non-core business investments, the limited resources to focus on have a good society, the dual benefits of economic development and non-ferrous metal resources, the main industry on the international project. At the same time the board is studying the China Securities Regulatory Commission promulgated the in the next year to give shareholders a good return on the cash dividend.
3, transfer case that equity installment
the sale of the Company China Minsheng Bank shares, determined to take a one-time price of transfer in three phases, the main The reason is:
First, in order to cash flow and asset sales of shares in the color scheme to match funding needs to avoid the situation of idle funds, to the greatest possible protection in the color of shares and interests of all shareholders.
s Second, the color of the 160,535,250 shares held by the legal person shares in Hang Seng Bank shareholders, has 10,630 shares have been pledged to the Export-Import Bank of China has been frozen, but not involved in any litigation, arbitration or judicial enforcement, and other major issues in dispute, now in color shares are actively preparing for the replacement of the pledge to lift the freeze option, so the first transfer of the shares in 2004 to 5,400 the number of shares, the second and third stages will be no transfer of shares in the June 30, 2005 and 2006 completed on June 30 transfer of ownership of shares in the color in the Analysis of regulation (structure, and in accordance with SFC regulations, the public shares the company issued share capital of not less than 25% of the total. According to the other conditions. the implementation of this major asset sales, the company has a stock market conditions.
2, the implementation of this major asset sales, the company has continued viability.
Minsheng Bank shares is the company's non-core business assets , the sale of the assets will not affect the continued viability of the Company, if the success of this sale of assets, the Company will receive cash in three years about 594 million yuan, realized investment gains of about 506 million, will significantly increase the Company's financial strength and assets to accelerate the development of the company overseas nonferrous metal resources, the main industry and project contracting process, to achieve the company's sustained and rapid development.
3, involving the sale of major assets in this asset ownership clear, there is no credit and debt disputes .
goal of this transaction the Company held equity shares of 160,535,250 shares of Minsheng Bank, China Minsheng Banking accounted for 3.10% of total share capital, the asset ownership clear. At present, the company will be one of 10,630 shares pledged to the legal person shares Minsheng Bank Export-Import Bank of China, the main contract (in the color shares with the Chinese Export-Import Bank January 20, 2001 signed the 3%. the behavior does not affect the company's pledge under the pledge of shares is not there, judicial attachment or other encumbrance. Currently, the company is negotiating with the Chinese Export-Import Bank, for replacement of other assets as collateral or Minsheng Bank to repay the loan ahead of schedule. As the negotiations and other exchange of assets to be mortgaged assessment still need a process, so the second or third transfer of shares remains uncertain risks.
4, the implementation of this major asset sales no obvious damage to the interests of all shareholders of listed companies and other circumstances.
the second major asset sale in the transactions, transaction price, trading procedures, followed the prospects and other aspects will be significantly improved, trading of listed companies and there is no damage to the interests of all shareholders ...

Thursday, December 16, 2010

Inclusive rule change to adapt to life to give up four

 Four rules in life: to change to adapt to accommodate to give up
famous sentence: adaptation, it had to avoid it. If you can not do even avoided, it is only to give it. work, or no matter how the marriage Ye Hao, the basic four principles of this statement are applicable. capable people will choose to change, so do not like to become like. lazy people will choose to adapt, do not want to clean it effortlessly enjoy the dirty pictures. cowardly people choose to avoid, but the heart is sick of the sight. brave man, I give up, once and for all.
I. not change the environment to change their
Although we can not change the world, we had to change his body, with love and wisdom to deal with that. < br> Leo Tolstoy said: the world, but no one wants to change themselves. began to adapt to society, to adapt to change, we must change their own.
Plato told his disciples that they can move mountains, so have to ask method disciples, Plato smiles: very simple, if not over the hill, I'll pass. disciples could afford. there is nothing in the world the art of moving mountains, the only secret is able to move mountains: mountains if I can come over. By the same token, can not change the environment, then change their own.
person's character, once established,UGG shoes, will be constant, auto-play. a person's character, fundamentally difficult to change, one can only in a certain range, to make limited adjustments. We can not go back to change the past, we can do is to change the future, to change the future will change now from the Now a little bit of changes to the future impact will be with us. is a fact of life is constantly revised, the process of self-perfection, although no one can eventually become perfect, but we all work toward perfection in my mind. ;
Second, adaptation is a kind of acceptance, a challenge
survival. may be static, such as sealing, volatility is not scared, we will face all red from time to time accident; life is never smooth, level ground, we will face failure and frustration; life is never Andante Cantabile, Water Nocturne, we will encounter bad luck and evil. When the accident occurred, when the time of failure and frustration, when the doom and disaster came, the most important issue we face is: learn to adapt.
Adaptation is acceptable. because we love the old attachment to the old comfortable, quiet memory of the past, when objective reality changes, we do not want to get out yesterday, to face this reality and accept that change. unwilling to accept, in fact, do not want to lose once had: with an enviable job, with the satisfying lover, have had each other loved ones, with the business of the business quite well. But life can not help you , time can not help you, we want to live, they must accept all kinds of life do not want to accept the changes. acceptance, is recognized in the psychological and emotional capacity; accepted, is out of the the future, regroup, re on the road.
adapt more of a challenge. Every time adaptation, certainly is a severe challenge to the self-test and self- and even the integration of a piercing, a reborn tempered: When the situation off the flower season, relatives and friends died, if we do not after a fierce ideological struggle, and psychological adjustment, how can you get rid of sad feelings? challenge is to their own weaknesses and shortcomings of the relentless fire, is the will, character, ability, level of comprehensive review. challenge process is a self defeating, self-improvement, beyond the process of self-made victory a challenge, we will achieve an baking, a thousand million hit the forging hammer. Therefore, adaptation must be painful and difficult. life, some people will often change the face of these daunting timid, unwilling to adapt, and they face adversity or depressed, or frustration in front of low self-esteem, so life is overshadowed. In fact, they should understand that life is no choice but to adapt to the subject, instead of passive adaptation, to adapt better to take the initiative.
is in the constant adaptation, we determined the will of the temper of the perseverance, and enhance self-confidence, develop the ability to open up the horizons and increase the knowledge, enriching the experience, thus constantly growing and mature. It is also in constant adaptation We chew the ups and downs, Bianchang lived, enjoy the scenery of life, experience the joy of success, thus fulfilling the meaning of life, rich colors of life.
; Third, to avoid is an art, but also a great man Deng Xiaoping, China's ability
last name evade the the most sensitive issue in China, proposed the leave each other enough personal space, so that marital relations are always happy with the stability of happiness; friends know very well because of avoiding some of the most sensitive issues, adhere to honesty and knowledge to be the attitude and behavior, my friends feelings which were always maintained a happy and harmonious and mystical and sweet; the wise leadership of subordinates always avoided the contradiction between some of the most sensitive issues, adhere to the a natural balance and vitality ;......
So learn to avoid is an art is a skill. who can not grasp the reality it, who will confused, tired heart, will not live and work. know it, you may live method, ideas, practices will be entered into a new realm. evaded idiot not to do, is avoidance is a high state,Discount UGG boots, high state who do not will not be avoided. avoidance is not easy, actually harder than the face, it is necessary to show a person's true ability, and not really capable people are still advised You do not do that way. there is no other way to learn to avoid is the painstakingly realized in life, and understand to a certain time would have come naturally.
life also so, know how to avoid, this is the art of life. people, man and society, lack of coordination may occur at any time, when people learn to think, take a step back days brighter, so that people avoid the virtues of the art show .
four, giving up a kind of wisdom is to choose a beautiful
life, It is a choice to give up art, a required course in life.
not brave to give up, no brilliant choice. their struggle , golf badly beaten, and waved as handsome and brave to choose to give up. Goethe said: ; give a kind of wisdom. Snow, nor is indecisive, but not died down, but a calm on the stairs, stroll the indifferent.
give a spiritual awakening, is a manifestation by nature, as put birds back to forest, put the fish into the water. Life is tough voyage will not be smooth sailing. When it is necessary to give up, to decisively give up. let go, to go too far away! have to give up, to be pursued. What people do not want to give up, it will lose the most precious thing. to give up fashion, in order to pursue more avant-garde maverick; give lively, is the pursuit of a more extensive spiritual feast.
Wise said: two disadvantages relative to the lesser value, benefit both the minimum when heavy. give up untold load, can only solution On the shackles of the mind; to give up full of grievances and can only carry your tireless power; to give up a tiny quibble, can only have a deep thought; give false pretense in order to win true friendship.
; , and then we learn to give it, give up is also another beauty.
water of life! people only to adapt, to change themselves. the only way to to overcome more difficulties to overcome more setbacks, self-realization; If you can not see their own shortcomings and weaknesses, just keep blaming unfavorable environment, thus changing the situation to change the environment in the hopes of the above, this is really futile.

Wednesday, December 15, 2010

My site almost rough, and against my people, and quickly stepped back foot, first on the photos

 This is my few days ago, chief of the General Assembly to participate in the Internet, when someone shot me, looking good, right?!
Tell me if interested, you can pull down the following statement of my site issued, no additional finishing, original, hope you like.
I said: very happy to see so many of a person, I think, when in Sina, frequent meetings are very lively, but the excitement of that time see above, under the excitement is all to watch. And now look at the following lively on stage, it is for so many years of development, the biggest difference between China's Internet.
I do not want too much of your time, I was that have the General Assembly, originally intended to put forward a speech, then I wanted speakers to no avail. Later, and they say, so you ask questions, they listed a bunch of list, I saw half a day, I talk about the two feelings, is about 2006 , in particular the development of the Internet in 2007.
First, China's Internet In recent years, there will be competing against the phenomenon of new and old. I first met when Dai Zhikang looked very young,UGGs, he is not the nerve to say I was too young. Then I said, I say you how young he is 80, about his early twenties, when a twenty-year-old business around. He started freshman year. Then I count, in fact, particularly appropriate at this time, I want to feel my own time in the industry I remember clearly the 1991 meeting in Fuzhou, 91 years, I was 24 years old. On the contrary, today, 24 years old The man is 83 years, so 83 years ago or 83 years of strangers, in fact, it seems I do not feel too young before. In fact there is a word, the ancient hero of Youth, and now after 80 business, I think this is very natural a phenomenon. That is a lot of owners here are 80, do you have sufficient reason, sufficient capital and sufficient probability should be able to succeed. In fact, in the past has been the law that already exists, we do not be afraid young and the young is your capital, the young more likely to succeed you. Of course, some people have said before that the Internet is a young industry, this sentence is right or wrong? In fact the Internet is a relatively new industry, may be very young to participate, however, the so-called Internet of the elderly may also not old enough. here may also be experienced once, twice, three successful companies, for them, because I am involved because I have such experience, a lot of resources, coupled with pot of gold because he had dug, so, in terms of mentality he is likely to ease some. Therefore, the new competitiveness of new people, the elderly the competitiveness of the elderly, but the key point, I feel deeply for the little old man, or encourage one another and that is that, although he is old, but must maintain a young mind. meaning that many young men called one of the biggest benefits of bare feet are not afraid to wear shoes , so afraid to take risks to do many things, particularly good in this state of mind. And the burden of many successful people, dare not venture to wear shoes, which is the biggest business risk of the elderly.
I remember very clearly, there the first and Andy met at the meeting,cheap UGG boots, I asked him, he's a CCTV studio off the shoes, his strategy is to wear a shoe off one shoe, so that is able to experience the elderly and combine the passion of young people, this is the most important. So, this is the first point, replacing the old, in this view, you will see a new people, the elderly, the same activity.
second A deep feeling of 2007, 2007 or the future of the Internet giant and the tail must be a common interpretation of the Internet era. tail is the last word when talking about WEB2.0 is relatively often heard the word. just Taiwan, on the podium, the audience under the podium, the atmosphere is very 2.0, but now less. Of course, we rarely say 2.0, but I tell you that, Web2.0, whether investors or Web2. 0 of enterprises, many of the ideas and the essence is very good, and continue down, but the long tail which Web2.0, the theory is not just positioning their business models, in fact, the system itself is a form of Web2.0. I recently and discussed a lot of people what the so-called long tail. In fact, the year Mao's not down, with the countryside surrounding the city, is the long tail, which is now used in business, the so-called long tail is conceivable that future industry giants still exist, including Sina, Baidu, GOOGLE will exist, but there is not necessarily do not give others the opportunity. especially now big business in the whole environment. I believe a lot like here some owners of small sites have very strong vitality. like today's meeting, if we can put hundreds, on the alliance together thousands of sites, we organized these meetings meetings more than the giants of vitality.
Similarly, from business model to the commercial value of which, we believe that this very prominent, while giants continue to play their game at the same time, All of the long tail of small and medium sized companies, small and medium active site will have a greater degree, they have more value. However, the value of how to play, the so-called long tail, how can they reflect the characteristics of is the mutual association and cooperation. and in co-operation, we see a lot of patterns, such as Comsenz and Discuz!, because this platform we are together. such as the odd tiger is also the mode of aggregation from content to us, of course, click science and technology, we do now LavamLava products and our products are not as QQ, MSN independent against things, and hope to become a common technology platform for a variety of long tail of the company's services, through this division of labor, to the site with you, truly integrated product, through timely communication from us, the client technology, audio, video technology, P2P technology, and all of these technologies can be combined with each of these areas to enhance our competitive edge as we developed, along with everyone we have gone up. In fact, I think the Internet is full of democracy and have the opportunity for all sectors, should be combined by the so-called long tail of the giant, even with the challenges of launching an absolute.
Thank you!
Moderator: Wang click technology to do a good job, LAVA-LAVA do very well, ah the time preceding the time when MSN has encountered a problem that many people are concerned. What is the problem?
Question: With your experience, giving us 80 years after these people and some suggestions or pointers?
I said: I was born in 67, and 80 years after the two bad years, so, in fact, I now we Building LAVA-LAVA we have been exposed by the young white-collar workers, we have hope and, after 80 more exchanges. I think, in fact, now 80, I have a feeling the whole process of growing up we actually have a very good starting point, from the time the young are too good education, have a good platform, which is the advantage after 80. We now see a lot of them use computers almost 80 and I almost, I was looking after 80. The decision After playing 80 of 60 after law and we are certainly not the same. how not to like? I think there are a few: First, we like to do the Internet, or a like business, not just to poverty, there is more entrepreneurial, dream or do they like to do, or do their own higher target, which is a very good passion. while 80 did not like the burden of our previous home, or the burden of all aspects of economic, so choose entrepreneurship When the subject of more attention to self, according to their hobbies and their favorite things, we are talking about the like, is now the whole of the domestic business environment is very warm, because why is warm, we often see, a few months ago and I have about the same people, after a few months to several million dollars financing, or by whom acquired . According to our friends to say that Chinese society in recent years is the time to re-divide the class a few years, and now we may have been poor peasants, some Petty, a few years, who are poor peasants, landlords will be able to distinguish the . Therefore, we can easily mistake is to quick success, including investment and the company's business model, but once instant success, and you see a lot of people, some few months a success. However, speaking from the economic laws, those who are by luck, but for us, the most important thing is to get down to selecting their field, selected their own topics. a closer look at the success of foreign companies, such as GOOGLE, QQ, Ali Baba, these companies Cheng, have experienced this process. So, how staff from their own state of mind to companies who have been able to support the company's steady development of this as the bottom line. Of course, we do not miss many opportunities, but able to maintain this The mentality is the most important.
question: I just heard you say 80 years later many?
I answered: Yes.
question: how do you do one foot barefoot?
I said: Do not give yourself too much baggage, including product positioning and business all aspects, just Sunzong said, maintain that adherence to, once found to have a new opportunity, or when the situation is also need for timely adjustment. In this case, big business and turning the adjustment is also necessary also reflect the so-called barefoot is not afraid to wear shoes, which is also a spirit of adventure.

Tuesday, December 14, 2010

Note 08 Libra

 Note
08 Libra the scales of this year grew by nearly a half-doped, is a matter of the year. Scales do know at what time, what people in front of anything to say and know how in the appropriate circumstances, make the appropriate decisions Optional. but mostly because of personality will not turn, you always balanced philosophy of life, should not they have a disgraceful bias, even in the event of the fall down to make their own things, but also faint silent, lest by their own hate to see a joke .
compared to other constellations, Libra has a clear advantage in that they always luck, balance, always there will be a good thing in the face of evil comes, is the so-called The attached . But for every person must face the interpersonal problems, Libra is still quite a lot, along the scales are very smooth this year,Discount UGG boots, will not ring true in the very flow, so the flat state of mind, lowered stance, no longer adhere to wear himself always maintained that the comparison is meaningless other people, as long as beyond their previous, scales have to be faster and more successfully achieve their goals in life. Besides, that kind of Aries Libra Although there is no sub-momentum, but it can Riding out, with excellent communication force and a pleasant personality, comparisons can be reduced if the heart,UGGs, Libra, we will make greater achievements.

Monday, December 13, 2010

Libra 9 24 ~ 10 23

 Libra 9 / 24 ~ 10/23
spirit of Libra is sensitive and nervous, as long as a breeze, is enough to make the thrill of little endless. Libra's mind is a sensitive Libra. He lingered positive and negative between the swing to the left and right between; repeatedly thinking about the frequency of high swing is minimal. Do not say that Libra person is nervous, even with him and who will be infected very nervous. Do not to scale, Block's neurotic, thought of as words and deeds on the can only be found from the traces of his eyes. He would suppress their true feelings.
appearance on the show if he was irritable and hysterical, is that he has repressed to an end, when he has done and the said, will come as the storm swept to you. Even if you think he does not reason, he would not do more to explain.
【bones on the surface is very romantic and the practical】 Libra fall in love just when you think that everything are too romantic, too gorgeous! But, he re-ran the actual character will slowly come out, if you only love, but inappropriate to get along, he will go one step faster than you face reality and to break the .
word with recommendations, is that people are looking forward agreement, Block-type scale breaking up, so relatively quiet. In fact, with the lovers break up when Libra is showing to the neurotic, has made quiet scenes become empty words.
figure and appearance, enough to charm Libra people. even if he knows you love a big problem, may still be obsessed with your body and appearance, do not delay the decision to break up.
【to have learned a good man, go for endless】 everything fairness and strongly opposed to the unjust things, Libra is the most awesome place. unreasonable thing for him to take drastic attitude,Bailey UGG boots, not anger, is indifferent to 对.
he stressed intellectual life, like to read professional books. to have learned good, focused incessantly. he did not believe there is truth in the world, but sincerely hope that when people find the truth, and brought him some insight.
honest and gentle, rich value the feelings of compassion, diligence and seek justice and moderation, do not want radical. sociable, eager to share the happiness of the partners, attention to marriage,UGG bailey button, not to unreasonable jealousy. like reasoning, debate and beautiful things, the high aesthetic vision, hate vulgar things. the one thing of many, be sure to conclusions, And no more hesitation. weak, easily lead to indecision. Ask your partner feel more in order to reduce the volume of negligence under the grudge. women efforts for the arts, remember to review their own families.
9 月份 horoscope
the overall operation:
tired of you, when you want to precipitate their feelings, calm down and can really view themselves, honestly ask ourselves whether the present life is really like to pursue his own? If your answer has already emerged to find alternative way, even if you are really determined to have a dedicated power forward, and not still stop hesitant in place; if you are still willing to give it a shot, of course, can only be another way for the results you want, and occasionally trip on track, you discover, in fact you have not been limited by certain rules to live side environment and still give you the flexibility of the 悠游 them. friends together and sometimes make you feel uncomfortable, do not mind.
Love Games:
Although there have been many opportunities around, but close to your object, but had not taste for you, make you some of them shy away and do not want any involved with them. now you are single, feeling a little bit for the lack of interest, but the more you do not want contact with people, has always been met, so that you get bored, but wrapped around each other's skill, so you want to dump too Shuaibu Diao. and there with people, sense of security for you, be your test, you want to master the each other everything, which allows the other side was very dissatisfied with both parties for misappropriation of your areas of life over the style you want, but let the two conflicts, oh!
investment banking operation:
to pay special attention and others contacts between the money, especially close friends, not because of the Fang Fengcheng a few, leaving under their own happy moment, let the other accounts for a lot cheaper, after you found may also face problems because, like yourself dumb as to eat in silence, the bitter taste can only be bored in the heart, can not respond to any reasonable discussion. If you have to have to have money dealings with others, please leave a black and white as far as possible, so that he can stop the foot, so that can minimize their losses.
leisure proposals
way to relieve stress: Tarot Diary
Tip
fortune of good luck: Tarot Handmade
legend, poetry language
couples file suit in the object
Libra, there is the pursuit of happiness and life difficulties will not back down in Aquarius; lively, beauty and rich sense of humor, so you will not feel lonely Gemini; the same character with a moderate peace Libra is also better. does not fit, there are conservative and simple, not angry Capricorn; rough impatient Aries; pace incompatible Cancer.
LIBRA & AQUARIUS:
This is a compatible coalition; You're two of a kind; neither of you care about detail nor domestics.
Libra - Aquarius: This is the best one complementary pair. you two are very friendly and tolerant, does not care about the details.
(for more see

Virgo complex of addiction

 They tried to stay, very clean, the behavior is correct, from time to time since he woke up, often physically and mentally to do clean-up, no bad habits, any addiction is hard to bear fruit here. They served as small to large samples of various stages, enough to become a child model , student model, a model workplace, parents model.
careful Virgo sensitive, full of patience, precision and skill to have a difficult to relax the strict and proud that they for the neat, closed, precision, indeed a perfect hundred percent, so they have a tendency to find fault with addiction, in addition to the pursuit of such work, will also be directed at themselves. They always do a comprehensive physical examination, self-doubt, introspection, to got a little older level, or they do a little

Thursday, December 9, 2010

Cancer men do not want to marry me Why

 Master Hello, my feelings has not been smooth. The past six months was introduced, met a man. We have just started to get along better, but somehow always happen after the altercation, coupled with a lot of things in my house there Recently, I would like to get married, but because he does not,UGG shoes, and which to break character, I really treasure this feeling, I would like to help us to see the master in the end is not right with him, I love the how to restore this. < br> (birth data withheld parties)
timber port master replies:
First of all, after all, this man has reached a very mature age, it is imperative that a family, rather than figure what fun fun. Second, from his Cancer sun, Taurus moon and Venus in Cancer of view, he wants to find a thoughtful, will butler, of course, the wife of feminine.
the sun is Neptune's your punishment, not only with head full of illusions, there is a suspicious of heart disease. your Gemini moon is Mars criminal grams, Aquarius, Jupiter, Venus was also accurate hedge, therefore, in his eyes, you are a relatively less blanking bar, not To put yourself around them the sake of the girl, impatient temper, but also do not understand frugal way.
fuse your expression that you without hesitation, his moment in the diagram, while fast, in order to have more people overawed effect, some of you have deliberately exaggerated the facts. experience than you deep,UGG boots cheap, his mental maturity than you, for you it is very dislike.
comparison plate, his arch your Venus Pluto, you think of his is a great feeling, but he compared the Golden Star, is the love you can not start; not to mention you also suppress his Saturn moon, he with you or feel depressed.
Gemini moon, water bottles Venus in your seat, but it is still very upset, are not you? forget him, and start.