Don’t touch these five items easily in physical examination.

Medical Jianghu of original DrX

The development of medicine is intended to benefit mankind, but I don’t know when the progress of medical technology has not only failed to benefit mankind, but has become a burden to many people.

Colleagues in oncology once told me a story. A middle-aged patient found that carcinoembryonic antigen (CEA) slightly exceeded the reference value during routine physical examination, but the doctor in charge of physical examination didn’t say much, just asked him to consult the oncology department.

When the other party heard that it was an oncology department, they suddenly became nervous. After all, in the face of life and health, no one dared to be careless, especially the fear of cancer of modern people has already surpassed everything.

Fortunately, colleagues in the oncology department have long been accustomed to this, so they patiently explained:

"Although there is a cancer in the carcinoembryonic antigen test, it is indeed related to cancer, but it does not mean that this indicator is abnormal and you must have cancer."

"So to speak, if the index has risen a lot, or many inspections are in a rising state, and it is higher every time, it is necessary to pay attention to it. But an occasional rise like yours is not necessarily a problem. "

In the hospital, patients often want to hear positive answers, but it seems that doctors rarely give positive answers. The same is true for this patient. After listening to the doctor’s words, he thought for a long time and finally expressed his doubts: "You said there may not be a problem, does that mean there may still be a problem?"

Normal people may have been speechless when they heard this question, but doctors have encountered this situation many times, and all they can do is patiently explain. But even if there are more explanations, even if the other person seems to be relieved, we all know that he will fall into anxiety for a long time to come, but whenever there is a little abnormality in his body, he will think about cancer.

There is nothing wrong with paying attention to health. Life is only a few decades, and everyone wants to live longer. However, when we have a physical examination, we can’t fail to check what we should check, ignore what we should pay attention to, and check a lot of what we shouldn’t check, which even leads to panic and missed diagnosis, but delays a bigger illness.

For example, the following five kinds of tests suggest that you don’t touch them easily in routine physical examination.

First, tumor markers

Seeing this, many people can’t help but question, isn’t it that the higher the tumor marker, the greater the possibility of getting cancer? Why don’t doctors recommend checking this?

In fact, when you spend a lot of money or even thousands of dollars to make a set of tumor markers, if the results are normal, does it mean that you don’t have a tumor? Or if the result is abnormal, you must have a tumor? The answer is not necessarily, because tumor markers are indeed related to tumors, but they are not completely equivalent.

Although the higher the value, the clearer the meaning, but sometimes even in the late stage, or the focus has been widely metastasized, but the value is not necessarily high, and even the normal value is possible. This is because tumor markers are not specific indicators of cancer, and their values will also be affected by other factors, such as inflammation, liver disease and pregnancy.

Let’s give another example in detail, such as alpha-fetoprotein (AFP), which is indeed related to liver cancer and testicular cancer, but not only primary liver cancer, pregnancy, active hepatitis and reproductive system tumors may lead to the increase of this index, but also different detection instruments and reagents may sometimes lead to false positives.

On the contrary, the value of some cancer patients will always be normal, so there will be false negative results. In addition, ECG, urine test and blood test results may be normal, so under the appearance of so-called "everything is normal in physical examination", it will be incredible to suddenly find cancer one day.

Therefore, we should understand what the main uses of tumor markers are, mainly for assisting diagnosis, prognosis judgment, reference for curative effect evaluation and recurrence monitoring of some cancers. To be precise, it is an auxiliary means, and we must never take it too seriously.

Second, X-ray film

This mainly refers to screening lung cancer with X-rays. If the doctor uses X-rays to screen lung cancer for you during physical examination, I suggest you switch to low-dose spiral CT.

Because X-rays have certain limitations, it is easy to miss diagnosis. If X-rays can detect lung cancer, I am afraid it is already advanced. The sensitivity and resolution of X-ray film can only be detected by relatively large lung cancer. If it is early and the tumor is relatively small, X-ray film often can’t find it, which leads to missed diagnosis.

Third, prostate color ultrasound

Prostate color ultrasound is mainly used to find prostate nodules, hyperplasia and inflammation. When many people choose to do prostate color ultrasound, they mainly want to screen for prostate cancer through this examination.

As everyone knows, prostate color ultrasound can’t accurately distinguish benign and malignant prostate lesions, and it can’t determine the nature and degree of nodules. Therefore, most of the time, color ultrasound of prostate can only be used as a preliminary reference, and can not be used as a basis for the diagnosis of prostate cancer.

Therefore, if abnormal prostate color Doppler ultrasound is found in physical examination, it is better to combine prostate specific antigen (PSA) to check. Because prostate specific antigen is a special protease secreted and synthesized by prostate epithelial cells, its clinical significance is very wide and its price is relatively low.

Iv. PET-CT

In recent years, the abuse of PET-CT has become more and more obvious and serious, which is mainly related to the benefits. After all, the price of a whole-body PET-CT examination is not cheap, and the profit can be imagined.

In addition, many institutions often exaggerate the publicity when promoting PET-CT examination, so that many people have some misunderstandings about this examination, thinking that if they have cancer, they will know if they have a whole-body PET-CT examination. It feels like this examination is a omnipotent cancer detection artifact, and it can be done once and for all.

In fact, there is no universal cancer detection means, and there is no universal cancer detection artifact. What’s more, medicine has not developed to that degree. This examination is mainly to accurately check the metabolism of a certain part of the body, which is often used for clinical diagnosis and treatment, but it is often of little significance to ordinary people.

5. Screening breast cancer with CT or infrared ray.

When doing physical examination, some physical examination centers will recommend using CT and infrared rays to screen breast cancer. This is really unnecessary, because the sensitivity of CT in detecting breast cancer is not high, especially the diagnostic accuracy of cystic-solid lesions is limited, which is often not as good as that of ultrasound, and the accuracy of tiny calcification is not as good as that of X-ray. In addition, the radiation dose is relatively large and the cost is relatively high, so the cost performance is really limited.

The same is true for infrared rays, which, on the one hand, have low sensitivity and large error, and on the other hand, require doctors to have strong subjective judgment, so it is easy to misdiagnose and miss diagnosis. Therefore, if screening breast cancer, it is suggested that breast B ultrasound or breast molybdenum target is basically enough.

Finally, I need to remind you that these are all based on the premise that you don’t have any symptoms or high-risk factors, and the specific situation needs to be treated specifically.

Read the original text

30 million to 0! China originally relied on this "shortcut" to eliminate malaria.

  Cctv news(Reporter Zhu Chunyan): On June 30th, the WHO issued a press release saying that China was officially certified by WHO to eliminate malaria. The communique said that the reduction of malaria cases in China from 30 million in the 1940s to zero was a remarkable feat.

  Malaria is one of the most dangerous infectious diseases in the development of human history. For decades, scientific research forces from many countries in the world have been continuously involved in the fight against malaria. China scientific research project team, relying on the advantages of traditional Chinese medicine, embarked on a "shortcut" that the western world could not reach.

  Nowadays, artemisinin, an anti-malaria drug developed by China, has saved millions of lives all over the world. China’s strategy to eliminate malaria has been written into WHO technical documents and promoted to other countries.

  The plague that "abused" the Millennium

  Malaria is an ancient infectious disease, and the word "abuse" has been found in Oracle Bone Inscriptions of Yin and Shang Dynasties 3,500 years ago. Bai Juyi, a poet in the Tang Dynasty, also described the horrific scene of the plague: when he smelled the Lushui in Yunnan, the pepper bloomed. The army waded like soup, but not ten people died. 

  Malaria is an acute parasitic infection caused by plasmodium, which is mainly transmitted by the bite of infected mosquitoes or through blood transfusion. After suffering from malaria, people will have a sharp high fever, sweating all over, and sometimes it is cold and sometimes it is hot. People in China call malaria a "flutter".

  If people are not treated in time after being infected, the mortality rate of falciparum malaria is as high as 40%. At the beginning of the 20th century, there were 30,000 people in Simao, Yunnan. After 30 years of repeated malaria epidemics, there were only 900 people left in Simao. Malaria is a tropical disease. In the south of the Yangtze River, people once turned pale at the smell of "abuse".

  In fact, malaria plagues all mankind. Chloroquine was once the most effective drug to treat malaria. During World War II, the United States produced tons of chloroquine, saving tens of thousands of American soldiers suffering from malaria from death. In 1960, the cure rate of chloroquine and other antimalarial drugs for malaria patients was close to 97%, but a few years later, plasmodium became resistant to various antimalarial drugs including chloroquine, and the cure rate dropped to 21%. With the frequent migration of people, drug-resistant plasmodium travels around the world, which makes the emergence of drug resistance expand continuously, and the scene of human struggle with malaria is out of control again.

  In order to solve this problem, the U.S. military has set up a malaria commission to carry out research on new antimalarial chemicals. From 1965 to 1975, the US Army Medical Research Institute alone invested $450 million in antimalarial drugs. By 1972, the United States had screened 214,000 compounds.

  Meanwhile, China is also developing drug-resistant malaria drugs. On May 23, 1967, the State Science and Technology Commission and the General Logistics Department of China People’s Liberation Army jointly held a meeting and assigned a secret scientific research task. The task was named "Project 523" with the secret code of the meeting date of May 23rd. More than 500 people from more than 60 units all over the country formed a scientific research team with division of labor and began to develop drug-resistant malaria drugs.

  Find another way to find a "shortcut"

  At that time, China could not compete with western countries in scientific research and medical treatment. Under such circumstances, the "523" project team decided to use modern medical means to extensively screen available chemicals, and at the same time find another way — — Looking for a new breakthrough from traditional Chinese medicine.

  "Chinese medicine does not come from the laboratory, but from people." Jiang Tingliang of the Chinese Academy of Traditional Chinese Medicine said that Chinese medicine comes from the experience accumulated from patients for thousands of years. This accumulated information is the advantage of Chinese medicine, and the project team can look for answers from Chinese medicine with goals.

  Many ancient Chinese medical books prove that Chinese discovered a surprising number of natural medicines from nature very early. There are many prescriptions for malaria treatment in ancient medical books in China, among which there are nearly 5,000 kinds of herbs selected in a targeted way. It is no longer a needle in a haystack to define the scope and find the convenience of medicine, and the "523" project team has embarked on a shortcut that the western world can’t reach.

  In January 1969, Tu Youyou undertook the task of "523" project as a middle-aged researcher in Beijing Institute of Chinese Medicine. In the process of consulting a large number of ancient books, Tu Youyou found that it was mentioned in "Elbow Backup Emergency Prescription" written in 304 AD that drinking Artemisia annua juice can treat malaria. Tu Youyou was inspired by this and started the road of repeated experiments and verification.

  At the beginning of 1973, the Beijing Institute of Chinese Medicine got the crystal of Artemisia annua, and then its antimalarial effect was confirmed in other areas. The "523" project office named Artemisia annua crystal artemisinin.

  During this period, the United States invested hundreds of millions of dollars to develop a new antimalarial drug mefloquine. However, the plasmodium became resistant to mefloquine soon after it was put on the market. Different from mefloquine, artemisinin has a brand-new chemical structure, which is a compound composed of only three elements: carbon, hydrogen and oxygen.

  Plasmodium has no resistance to this new structure obtained from Chinese herbal medicine. After artemisinin enters the human body, it will cause the change of iron in red blood cells, so that plasmodium, which eats hemoglobin in red blood cells for a living, will starve to death because it cannot eat.

  In 1974, falciparum malaria broke out in Gengma, Yunnan, where plasmodium had developed resistance to chloroquine. After 18 cases of clinical observation, artemisinin has been proved to be completely able to treat malaria.

  China’s gift to the world.

  In January 1976, malaria broke out in Cambodia, which was difficult to control because of its serious drug resistance. At the request of Cambodia, China sent a malaria prevention and control delegation to Cambodia, and at the same time carried a batch of artemisinin. As a result, artemisinin is equally effective in Cambodia, saving the lives of a large number of patients.

  Over the years, from Southeast Asia to Africa, artemisinin therapy has saved millions of lives and brought hope to people in poverty-stricken areas accompanied by malaria.

  In 2015, Tu Youyou won the Nobel Prize in Physiology or Medicine. At the award ceremony in Stockholm, Tu Youyou said, "Artemisinin is a gift from Chinese medicine to the world", and traditional Chinese medicine is a great treasure house, which can bring greater benefits to human health.

  Pedro Alonso, director of WHO’s Global Malaria Program, said that for decades, China has been able to jump out of its traditional mode of thinking, which has played a very good role in China’s response to malaria and had a significant impact on the global scale. The government and people of China have been looking for innovative ways to accelerate the elimination of malaria.

  WHO believes that there are many key experiences in the success of malaria control in China, including providing basic public health services for residents free of charge, effective multi-sectoral cooperation, and the "1-3-7" monitoring strategy that has been strictly observed in recent years — — Report the case within 1 day, complete the case review and transfer within 3 days, and carry out the investigation and disposal of epidemic spots within 7 days. This monitoring strategy is characterized by rapid response, which can effectively complete case handling and prevent further spread of malaria. It has been written into WHO technical documents and promoted to other countries.

  "China has been certified by WHO to eliminate malaria, which is good news for China and the world." "Eliminating malaria is also a great contribution made by China to human health and the progress of human rights in the world." China’s Foreign Ministry spokesman Wang Wenbin said. (Proofreading: Liang Yaqin)

The China-Japan-Korea joint copyright publicity campaign launched "the Monkey King", "Conan" and "Mahle Le" to speak for copyright protection.

Xinhua News Agency, Beijing, April 23rd (Shi Jingnan, Ruta) A joint copyright publicity campaign among China, Japan and South Korea was launched in Beijing on April 23rd. The activity was jointly carried out by the National Copyright Administration of China, the Japanese Culture Department and the Korean Ministry of Culture, Sports and Tourism. The famous cartoon images of the three countries, the Monkey King, Conan and Lele, joined hands to speak for copyright protection.

The relevant person in charge of the National Copyright Administration said that since the reform and opening up 40 years ago, China’s copyright industry has made remarkable achievements, and the report of the 19th National Congress of the Communist Party of China specifically put forward "advocating innovative culture and strengthening the creation, protection and application of intellectual property rights". "Copyright" has been widely known since it was unknown 40 years ago. It is the embodiment of the rapid development of copyright and the rich and colorful cultural life of the people. It is also the result of the government’s great attention and unremitting efforts to raise public awareness of copyright.

The China-Japan-Korea joint copyright publicity campaign adopted three internationally known and popular cartoon images, namely "the Monkey King" in the Chinese cartoon "Making a scene in Heaven", "Conan" in the Japanese cartoon "Detective Conan" and "Lele" in the Korean cartoon "Little Penguin", and was designed and produced by China, Japan and South Korea to be lively and interesting. It is hoped that in this way, the concept of "protecting copyright and prospering creation" will be implanted in the hearts of the people, and copyright protection in the Internet field will be further strengthened, so as to enhance the public’s awareness of copyright protection, especially among young people. This is an innovative practice of China, Japan and South Korea to strengthen copyright publicity through international cooperation.

It is reported that posters and videos of publicity activities will be further promoted in the near future through online channels such as official website, WeChat and Weibo in Chinese and English, and offline channels such as newspapers and television.

The Central Meteorological Observatory continued to issue a typhoon red warning at 18: 00 on September 3.

  CCTV News:The Central Meteorological Observatory continued to issue a typhoon red warning at 18: 00 on September 3:

  This year’s 11th typhoon "HAIKUI" landed on the coast of Taitung City, Taiwan Province at 3: 30pm today (September 3rd) (strong typhoon level, the maximum wind force near the center is 15 (50m/s), and the lowest pressure in the center is 940 hectopascals). At 5pm, its center is still located in Taitung City, Taiwan Province, which is 22.9 degrees north latitude and 121.0 east longitude.

  It is estimated that "Anemone" will move westward at a speed of 10-15 kilometers per hour, and cross Taiwan Province Island from east to west, and its intensity will continue to weaken. It will move into the Taiwan Province Strait in the early morning of the 4th, and then approach the coastal area from southern Fujian to eastern Guangdong, and will land near the border between Guangdong and Fujian in the early morning of the 5th (strong tropical storm level, 25-30m/s, 10-11), and then gradually weaken.

  Gale forecast:From 20: 00 on September 3 to 20: 00 on September 4, there will be strong winds of 6-8 grades and gusts of 9-10 grades in bashi channel, Taiwan Province Strait, the east of Taiwan Province, the southern part of the East China Sea and the waters near Diaoyu Island, the northeastern part of the South China Sea, the southern coast of Zhejiang, the coast of Fujian, the coast of eastern Guangdong, and the coast of Taiwan Province Island. The winds in some sea areas or regions are 9-12 grades and the gusts are 13-14 grades, "anemones".

  Precipitation forecast:From 20: 00 on September 3 to 20: 00 on September 4, there were heavy rains in eastern Fujian, the southeast coast of Zhejiang, Taiwan Province Island and other places. Among them, there were heavy rains in parts of the southeast coast of Fujian, the eastern and southern parts of Taiwan Province Island, and the eastern part of Taiwan Province Island was extremely heavy (250-500 mm); The maximum hourly rainfall in the above areas is 20 ~ 50 mm, and the local area can exceed 60 mm. There are also strong convective weather such as thunderstorms and strong winds.

  In addition, the tropical depression weakened by Typhoon Sura No.9 this year stopped numbering at 5 o’clock this afternoon.

  Defense guide:

  1. The government and relevant departments shall, in accordance with their duties, do a good job in typhoon prevention and emergency rescue.

  2. Water operations and passing ships in relevant waters should return to Hong Kong to take shelter from the wind, strengthen port facilities, and prevent ships from anchoring, grounding and collision.

  3. Stop large-scale indoor and outdoor gatherings and dangerous outdoor operations such as high altitude.

  4. Reinforce or dismantle structures that are easy to be blown by the wind. Personnel should not go out at will. They should stay in windproof and safe places as far as possible, so as to ensure that the elderly and children stay in the safest place at home, and the dangerous people will be transferred in time. When the typhoon center passes by, the wind will decrease or stay still for a period of time. Remember that the strong wind will suddenly blow and you should continue to stay in a safe place to avoid the wind.

  5. Relevant areas should pay attention to prevent flash floods and geological disasters that may be caused by heavy precipitation.

The 2024 Xingyue L has launched two Yun Qi/Skyline versions. What should you choose?

Today, I recommend a household SUV with good performance. In August, the sales volume was 17,000, which was well received by the market. It’s the 24 models owned by Geely. There are six versions of this model, but Xiaobian today focuses on the latest two versions, namely, its Yun Qi version and its Skyline version, which are priced at 157,700-168,700 yuan, because the two versions are more cost-effective and the configuration is quite good in all aspects. Let’s see which one we like.

exterior

24 L models are modified, but in order to cater to consumers’ aesthetics, the details have been adjusted. The design of the front face is a combination of a four-sided front grille and a straight waterfall-type middle net. The front is surrounded by a penetrating cooling opening, combined with a sharp headlight group, which adds a sense of movement and looks quite atmospheric as a whole. The body size is 4770/1895/1689mm, and the wheelbase is 2845 mm. Although it is positioned as a compact SUV, the excellent wheelbase makes the interior space very spacious.

interior decoration

The 24 models of Xingyue L interior still continue the current design, with 12.3-inch digital LCD instrument, touch high-definition central control screen, touch high-definition passenger screen, 25.6-inch AR-UHD head-up display and other configurations, with up to 26 storage spaces, so that the interior space can be flexibly used.

motive force

The 24 models of Xingyue L are equipped with a 2.0T+8-speed automatic manual transmission. The maximum power of the high-power version engine is 175kw, the maximum torque is 350N·m, the maximum horsepower of the power combination is 238Ps, the zero-speed acceleration takes only 7.5 seconds, and the comprehensive fuel consumption of WLTC is 7.7 oils.

Intelligent driving and safety configuration

Intelligent driving: 24 models of Xingyue L are equipped with adaptive cruise/automatic emergency braking /L2-level assisted driving, which makes driving feel easier.

Safety configuration: A number of safety technologies, such as blind spot monitoring/collision warning, protect the life safety of drivers and passengers in an all-round way. Ultra-safe body structure and active pre-tensioned seat belts improve the safety of vehicles.

Configuration introduction

The guide price of Yun Qi version of 24 Xingyue L 2.0TD high-powered automatic two-wheel drive is 157,700 yuan.

Airbag: equipped with five heads, namely, the main driver/the front side/the front and rear rows.

Intelligent driving: L2-class assisted driving, front and rear lane warning deviation, lane keeping assistance, full-speed adaptive cruise, active braking and other configurations.

Intelligent cockpit: Bluetooth/car phone, voice recognition control system, mobile phone app remote control, 10 speakers, seat made of imitation leather, keyless start/entry, indoor atmosphere lights, etc.

The guide price of 24 Xingyue L 2.0TD high-powered automatic two-wheel drive Skyline Edition starts from 168,700 yuan.

Compared with the Yunqi version, the price of the Skyline version is 10,000 higher, mainly due to the interior upgrade, the rear privacy glass, the AR-HUD augmented reality head-up display, the fur mixed material seat, and the rear independent air conditioner.

Auto Network Review:

Xiaobian, why do you only focus on these two high-powered versions? Because these two high-powered versions are intelligent and more powerful, I still recommend Yun Qi version, because the Skyline version is only adjusted in the interior with an extra 10,000 yuan, but the range is not large, and the intelligent configuration is similar. Consumers who are looking for high-quality interior can choose, but it is more suitable for home use.

Tesla will open the FSD patent, and the free one is the most expensive?

There is a free lunch in the world. Can you believe it?

Recently, Tesla CEO Musk said: "Tesla hopes to help other auto companies as much as possible … We are also very happy.License Autopilot /FSD or other Tesla technologies to companies in need.. "

As Tesla’s signature technology, FSD, if the patent is open, it is quite a pie in the sky for friends.

The spirit of "selfless dedication" also made domestic netizens shout: "Why can’t there be a person like Musk in China?"

However, don’t rush to worship, it’s not that simple behind Musk’s opening of FSD.Free may be the most expensive..

Tesla’s self-driving products can be divided into three categories: BAP (basic version of automatic assisted driving), EAP (enhanced version of automatic assisted driving) and FSD(Full Self-Driving Computer). Among them, FSD has the highest grade, and it needs to spend an extra 64 thousand yuan to choose and install.

It is worth noting that FSD is not really fully autonomous driving.

According to the classification of SAE (American Society of Automotive Engineers), there are 6 levels of autonomous driving, including L0-L5. According to this standard, FSD still belongs to L2 level.

Musk has repeatedly stressed that the FSD needs the driver to be ready to take over the vehicle at any time, and the steering wheel cannot be separated from his hands, so the FSD has not reached L3 level. But in fact, some functions of FSD have surpassed L3 and L4.

From the technical route, Tesla is a fan of the pure visual route. Since February 2022, millimeter-wave radar has been cancelled on all North American models.

Most mainstream car companies adopt multi-sensor fusion solutions, including "Wei Xiaoli", BYD and Volkswagen. The purely visual route is relatively small. In addition to Tesla, there are now manufacturers such as Toyota and Baidu Apollo to follow up.

?

There are two main reasons why FSD is highly respected.

First, FSD is self-developed for Tesla. Tesla is the only OEM that automatically drives the whole stack and realizes mass production. From algorithms, hardware to chips, Tesla has absolute control over the core technologies.

Recently, Drive Pilot, a Mercedes-Benz L3-class system, was approved for commercial use in California, USA, but it uses NVIDIA Orin chip.

Second, FSD is the closest autopilot technology to mass production at present. As early as 2021, Tesla had already pushed the version of FSD Beta V9 (the beta version of FSD software) to 2,000 American users. As of the first quarter of this year, Tesla has400 thousandA car owner pushed FSD Beta, and the user has accumulated driving.190 millionMiles (approx.306 millionKilometers).

From the timeline, Tesla’s research on Autopilot assistance system can be traced back to September 2013. It has been nearly 10 years since Musk disclosed the research and development of Autopilot on Twitter.

As far as R&D cost and R&D results are concerned, car companies in the field of autonomous driving that have not yet entered the market or entered the market late are facing enormous challenges. At this time, Musk said that he wanted to open the FSD technology, just like leaving a big "pie".

On the bright side, Musk hopes to provide as much help as possible to other car companies, but he is still a businessman in the final analysis. It is probably not that simple to "help the world" at this key node that started in the second half of new energy vehicles.

In 2020, a serious crisis of mobile phone chips broke out in China. Under the sanctions of the United States, the chips of many enterprises in China cannot be mass-produced.

After September 2020, due to chip sanctions, SMIC’s required equipment was cut off, resulting in the failure to mass-produce the 14-nanometer chip orders received; In 2020, even if Huawei successfully developed the Kirin chip, it could not be mass-produced due to the lack of key equipment.

And this core equipment is EUV mask aligner, which can only be produced by ASML (Advanced Semiconductor Material Lithography, ASML) in the world.

However, in the research of mask aligner technology, China started very early. In 1965, China Academy of Sciences had developed the 65-type contact mask aligner, and ASML was not established until 1984.

However, at that time, the concept of "buying is not as good as renting" prevailed, and finally mask aligner and other sophisticated technologies were dismounted after the 1980s.

As a result, as you and I can see, in 2020, China’s mobile phone was strangled by the chip.

Fates are always strikingly similar, and the development of mask aligner has somehow advised domestic car companies to take a rational view of Musk’s opening of FSD.

FSD has become a "moat" recognized by Tesla in the field of intelligence, and autonomous driving is the general trend of automobile development, and it is definitely a battleground for all families.

For autonomous driving technology, car companies either develop their own or choose to cooperate with suppliers.

For new power brands that are not so big and have not delivered yet, driven by short-term interests, the development mentality of "self-research is not as good as rent" will be amplified to the extreme by FSD. The cost of choosing FSD is lower than that of self-research, and it can also superimpose Tesla’s influence buff, which seems to be a loss.

But if some enterprises really adopt this way, then the whole automobile industry in China may be taken care of by Tesla.

On the one hand, the disguised "price war" will probably change the R&D mentality of the industry. Even if it is not free, the probability of the authorized price of FSD will not be too high, and the automatic driving results invested by domestic car companies will gradually become worthless, so how many can continue to persist?

Under the vicious circle, will autonomous driving technology be exactly the same as mask aligner’s dismounting, and the whole industry in China will stagnate?

On the other hand, if a car company chooses FSD, it will be deeply adapted from the aspects of software and hardware, and any kind of materials, equipment and even accessories may be stuck. Once stuck, can your car be built?

On the other hand, even if it is not sanctioned, Tesla will wait until the technology fault of friends reaches a certain level before charging at a high price. Is there any way for car companies that have chosen FSD not to follow?

In the case that the basic R&D and the underlying facilities are not clear, adopting FSD is to lay a "thunder" for yourself in advance. Once dependence occurs, it is a matter of time before you get stuck.

So, don’t be afraid to walk slowly, at least we still have the opportunity to catch up.

However, we don’t need to sell ourselves short in autonomous driving.

Self-owned brands such as Tucki, SAIC Zhiji and Aouita have gradually realized "automatic driving" under our feet.

Tucki introduced the city NGP to users last year, and it was opened in Guangzhou, Shenzhen and other cities. It can realize the functions of overtaking, changing lanes, merging/exporting roads and avoiding pedestrians in busy urban roads. However, the usage scenarios of Tesla FSD are almost all on the sparsely populated roads in North America, and the road conditions are far less complicated than those in China. Therefore, some usage effects of NGP in Tucki may be better than FSD.

In addition, the NCA of Aouita Expressway has been covered.259A city,300 thousandKm structured road, accumulated mileage has exceeded.1 millionKilometers; SAIC Zhiji has pushed the high-speed NOA function on L7, which will be opened in Shanghai, Suzhou, Hangzhou, Jiaxing, Huzhou and other cities.

Companies such as Baidu Apollo and Didi Autopilot are also promoting the process of China’s autonomous driving industry. Baidu’s "Radish Run" unmanned self-driving vehicle has been operating in Yongchuan, Chongqing; Dongfeng enjoys the Sharing-VAN "Spring Bamboo Shoots" driverless bus running in Wuhan; Didi has achieved mixed delivery in Shanghai and Guangzhou, and users can call a car on the APP to experience Didi’s autopilot service …

For autonomous driving, Chen Hong, chairman of SAIC, said: "SAIC cannot accept the cooperation of third-party companies in autonomous driving, and SAIC should take its soul into its own hands."

This is not only the soul, but also the confidence to walk independently and resist foreign technological hegemony.

We can’t make autonomous driving the next mask aligner, do you think?

Tears! After 23 years of separation, mother and son finally reunited.

People’s Daily Online, Kunming, July 23 (Hao Cheng) "In the more than 20 years since my son was lost, I have been thinking about him day and night, and I have never slept well, for fear that he will be used by bad people." Villi (pseudonym), who has been searching hard for 23 years, said with tears.

"Reunion Action Helps Reunion of Relatives Separated for 23 Years" was held recently in the conference room of Criminal Investigation Detachment of Kunming Public Security Bureau, Yunnan Province. Villi and his son who had been separated for many years recognized each other.

For Li Hui, the day 23 years ago was the most heartbreaking "nightmare" in her life. On the afternoon of April 5, 1998, she was selling vegetables near Xinqiao River in Dongchuan District, Kunming City. Her husband was playing cards, while her 2-and-a-half-year-old son Tang Zuyong was playing with her 6-year-old sister. After a while, Tang Zuyong took 50 cents from his father’s pocket and went to the park with his sister to buy popsicles. Later, the brother and sister played hide and seek. For a long time, my sister didn’t wait for her younger brother. She cried and went to find her parents, and her younger brother disappeared. After the family and the public security organs tried to find it, there was still no news.

"I feel that my world has collapsed!" Villi said that his son is his "pet" and he doesn’t even want to live without him.

This incident made the family unable to calm down. Three years later, Villi separated from her husband and went to Kunming alone, selling vegetables to make a living and looking for her son everywhere.

I didn’t expect this search to last for more than 20 years. Li Hui couldn’t remember how many posters were posted. She only knew that since then, as long as she saw the news that a lost child was broken by a bad guy and was instructed to beg in the street, she would be anxious.

On April 5, 1998, Dongchuan police immediately launched a dragnet investigation and search after receiving the alarm. However, in those days, information and communication were blocked and the means of investigation were limited. After many efforts, they still failed to find clues about Villi’s son.

In January 2021, the Ministry of Public Security deployed public security organs across the country to carry out a "reunion" campaign with the main contents of detecting the accumulated cases of child trafficking, arresting criminal suspects of child trafficking and looking for missing and abducted children. The Dongchuan District Public Security Bureau comprehensively sorted out and carefully checked every clue to supplement and improve the blood sample collection of the families of missing persons in Dongchuan District.

Everything comes to him who waits. In February this year, the "Reunion Special Class" of the Criminal Investigation Detachment of Kunming Public Security Bureau found the suspected long-lost son of Chea Chang (pseudonym) in Dongguan, Guangdong Province from the "Reunion System" of the Ministry of Public Security through DNA comparison. The police in the two places re-collected and rechecked the blood samples and reported them to the "reunion expert group" of the Ministry of Public Security, confirming that the two sides are mother-child relations.

At the scene of recognizing relatives, Villi was very pleased to see that the little boy in his former arms had grown into a man with indomitable spirit.

In the face of unfamiliar faces, Chea Chang (a pseudonym) hesitated. After listening to the tearful stories of his mother and sister, and then listening to the briefing of the police, he hugged his family.

"In May of this year, my adoptive parents told me that I was not their own." Chea Chang said that now, knowing the truth, it is not easy for him to see his own mother and sister again. Next, he will arrange his time reasonably and often come back to visit his own mother and sister.

We hope that from strangers to listening and talking, the family relationship will gradually approach.

Rising posture | Rereading the original text of The Barbarian at the Gate and its interpretation by investment banks

[Write in front]

As early as the beginning of 2014, when Vanke implemented the "business partner system", "barbarians at the door" was one of its concerns at that time.

But who is a "barbarian" and what kind of person is a "barbarian"?

"Barbarians at the door" is used by Wall Street in the United States to describe those hostile purchasers.

The Barbarian at the Door describes the cause and effect of RJR Na Beske Company’s acquisition with documentary reports, reproduces the most famous corporate battle in the history of Wall Street, and comprehensively shows how enterprise managers obtain and master the controlling stake of the company.

The Paper (www.thepaper.cn) was authorized by Yong Yang, general manager of Hong Ren Investment, to reprint the book and the M&A case published by Hong Ren Investment Micro Signal.

In 1980s, the acquisition of RJR Beske Company in the United States was called a classic battle of KKR, a veteran PE. Known as the "Great Acquisition of the Century", this transaction shocked the world with a purchase price of $25 billion, making it the largest leveraged buyout in history, which made the subsequent acquisitions far behind.

The acquisition campaign was mainly launched between the senior managers of RJR Na Beske Company and KKR (Kohlberg Kravis Roberts & Co.), a famous acquisition company, but due to its huge scale, many of them were

Direct or indirect participation of investment banks and financial institutions such as Morgan Stanley and First Boston.

Barbarian at the door

Target enterprise: RJR Na Beske Company.

As the largest food and tobacco producer in the United States, Reynolds-Na Beske Company was formed by the merger of American veteran food producers Standard Brands Company and Nabisco Company and RJR Company (manufacturer of Winston, Salem and Camel brand cigarettes), one of the two largest tobacco companies in the United States. At that time, it was the 19th industrial company in the United States, with 140,000 employees. It owned many famous brand products, including Oreos, Lezhi biscuits, Winston and Salem cigarettes, and Life Savers candy, which were distributed in every retail store in the United States. Although the food business of RJR Na Beske Company has expanded rapidly after two mergers, the rich profits of tobacco business still account for about 58% of its main business.

In the first two years after the merger, RJR Na Beske Company’s profit increased by 50% and its sales performance was good. However, with the crash of the stock market on October 19, 1987, the company’s stock price plummeted from the peak of $70. Although the company bought a lot of its own shares in the spring, the stock price did not rise, but fell to $40. In December, although the company’s profit increased by 25%, and the food stocks were also rising, the shares of RJR Na Beske Company were still neglected due to the influence of tobacco stocks, and 60% of its sales still came from Na Beske Company and Delmonte Food Company. The company tried to put the tobacco and food business together, but it didn’t work at all, and the decentralized management lost its effectiveness.

Merger and acquisition: management of RJR Na Beske Company.

The senior management of RJR Na Beske Company headed by Ross Johnson is the initiator of this acquisition. This group includes the head of Reynolds Tobacco Company-Ed Horichgen, Chairman of the Board of Directors of Na Beske Company Jim Welch, General Counsel Harold Henderson, independent director and consultant Andrew G.C. Sage II, etc.

Ross Johnson, who doesn’t have much ability in management, was still unknown in American business at the age of 40. With the help of a headhunting company, he became the president of a sign company. In 1984, Ross Johnson became the CEO of Na Beske Company. In 1985, he completed the merger of Reynolds-Na Beske Company. The next year, he became the CEO of RJR Na Beske Company. Johnson dares to innovate. Under his leadership, Reynolds Tobacco Company produced products with an output value of $1 billion within one year.

However, although this company is rich in cash, it is relatively conservative and closed in culture. The enterprise managers have long lost the creativity and enterprising spirit of the founders, and they are cautious in decision-making and rarely make breakthroughs. Johnson’s arrival didn’t bring much innovation to his management. His biggest hobby is spending a lot of money.

Johnson won’t be noticed if he just stays on extravagant consumption. He has a more ambitious plan, that is, through the management participation in the acquisition, RJR Na Beske Company will be turned into a private enterprise.

Merger and acquisition: Kohlberg-kravis-Roberts Company (KKR).

KKR was founded in 1976. As a PE company, KKR has outstanding performance, and it is good at MBO, which is commonly referred to as "management buyout". However, with the further understanding of leveraged buyout by others, the number of leveraged buyout companies gradually increased, and by 1987, there was a phenomenon of industry crowding. Kravis and Roberts made a decisive decision: lock the business target in the bulk acquisition business of $5 billion to $10 billion. Because few people get their hands on such a big business, KKR has already had such big deals as $6.2 billion for Beatrice, $4.4 billion for Safeway and $2.1 billion for Owens-Illinois.

From June, 1987, KKR began to use all public methods to raise funds. In order to stimulate more investors to join, the company proposed that the management fees of all transactions completed before 1990 could be reduced. By the end of the fundraising, the funds raised had reached 5.6 billion US dollars.

Acquisition process

In October, 1988, the management represented by Ross Johnson, CEO of RJR Na Beske Company, proposed to the board of directors that the management buy the company’s equity. The management’s MBO proposal includes the plan to sell the food business of RJR Na Beske Company after the acquisition, and only keep its tobacco business. Its strategic consideration is based on the market’s underestimation of the huge cash flow of tobacco industry, and the food business is not fully recognized for its value because it is mixed with tobacco. Reorganization will eliminate the unfavorable factors of market underestimation, and then gain huge profits.

Ross Johnson and Hilsen’s leveraged buyout plan hit it off. Both sides agreed that the price of RJR Na Beske’s stock should be around 75 dollars per share, which is higher than the market transaction price of 71 dollars, and the total transaction price reached 17.6 billion dollars. Because Hilsen wanted to complete the transaction independently, they didn’t have the power to introduce junk bonds, and all the funds of about $15 billion needed loans from commercial banks. Trust Bank seized the opportunity to provide financing for leveraged buyouts of blue-chip companies, and raised $16 billion worldwide, but according to Hilsen’s accounting, it was only $15.5 billion.

Investment bankers on wall street still reacted instinctively: this bid is too cheap! Johnson is robbing the company! Just as Johnson and Hilsen were having wishful thinking, KKR’s bid participation made the MBO planners wake up from a dream. In sharp contrast to the spin-off planned by CEO Ross Johnson, KKR wants to keep all its tobacco business and most of its food business, and KKR has made a bid of $90 per share. The contest between Hilsen and KKR began.

Hilsen chose to cooperate with Salomon Company to raise funds, but Hilsen could not confront KKR in terms of intelligence and financing. KKR has drexel and Merrill Lynch as consultants, and introduced a tender to buy PIK preferred shares, the price reached $11 per share, which was close to $2.5 billion. The demand for PIK shares in the world market quickly turned it into junk bonds, which meant that there were $2.5 billion in funds.

However, the exposure of the Johnson Management Agreement and the "Golden Parachute Plan" angered the shareholders and employees of RJR Na Beske Company. 525,600 restricted stock plans worth nearly $50 million, generous consulting contracts and 1,500 restricted shares each made Johnson unscathed in this acquisition, regardless of success or failure. Johnson’s greedy approach made MBO lose the support of the people. Finally, KKR won the battle with a price of $109 per share and a total amount of $25 billion.

In the last round of bidding, the difference between Hilsen’s offer and KKR was only $1, which was $108 per share. But it is not the difference in purchase price that makes the shareholders of RJR Na Beske Company make the final decision. KKR promised to give shareholders 25% of the shares, and Hilsen only gave shareholders 15% of the shares; KKR promised to sell only a small part of Beske’s business, while Hilsen wanted to sell all the business. In addition, shareholders also listed a dozen other differences. In addition, Hilsen failed to prove the reliability of its securities through restructuring, and failed to ensure the welfare of its employees. It is for these reasons that the shareholders of the company finally chose KKR Company.

The purchase price is $25 billion. Besides the syndicated loan of $14.5 billion, Dechong and Merrill Lynch also provide a bridging loan of $5 billion, waiting to be repaid by issuing bonds. KKR itself provided US$ 2 billion (including US$ 1.5 billion in equity), another US$ 4.1 billion in preferred shares, US$ 1.8 billion in convertible bonds and US$ 4.8 billion in foreign debts owed by RJR.

The signing date of the acquisition was February 9, 1989. More than 200 lawyers and bankers attended, and Hanover Trust and Investment Company raised $11.9 billion from banks all over the world. KKR provided a total of $18.9 billion, meeting the cash payment promised at the time of acquisition.

In fact, the cost of the whole transaction reached 32 billion US dollars, including more than 200 million US dollars from Dechong Company, more than 100 million US dollars from Merrill Lynch, more than 300 million US dollars from the financing of the syndicate, and KKR’s own fees reached 1 billion US dollars.

After the acquisition

After Ross Johnson, Luis gerstner became the new CEO of RJR Na Beske Company after the acquisition. He made drastic reforms to the original company and sold a lot of luxury facilities. According to the company’s report, in 1989, the company had a net loss of $1.15 billion after paying off its debts of $3.34 billion, and in the first half of 1990, it had a loss of $330 million. However, judging from the company’s cash flow, everything is still normal.

Beske’s operating profit in 1989 reached 3.5 times the previous cash flow, but Reynolds Tobacco Company is still in a state of preparation. In March 1989, RJR stopped the production of Premier brand cigarettes. Subsequently, the company laid off employees and the number of employees was reduced to 2,300. Under the leadership of the new manager, the company improved the equipment, improved the production efficiency, and at the same time greatly reduced the cost, so that the company’s tobacco profit increased by 46% in the first half of 1990. But when paying off junk bonds with cash brought by tobacco, Reynolds’ competitor Philip Morris increased his sales strength and lowered the price of tobacco. According to analysis, the tobacco market of RJR shrank by 7% ~ 8% in 1989.

The problem left by KKR is not only the poor return on capital, but also the failure of other industry leaders introduced. Whether Lou Gerstner is invited by American Express Company or Charles Harper of ConAgra, they have no experience in tobacco industry and have no enthusiasm for this business. After a continuous decline in performance, KKR had to divest Reynolds Na Beske’s remaining equity in early 1995, Reynolds Tobacco Holding Company became an independent company again, while Na Beske also became an independent food production enterprise, and Renault Company and Na Beske Company returned to their respective starting points. In the first half of 2003, Reynolds’ sales decreased by 18% compared with the previous year to only $2.6 billion, while operating profit decreased by 59% to $275 million.

Brief comment

The control struggle between investment bankers and enterprise managers, the ultimate beneficiary is the shareholders of the enterprise, which can be proved by the rich shareholders of RJR Na Beske Company after the acquisition.

In the form of acquisition. In the general LBO process, investment bankers will reach a consensus with the management of the target enterprise in advance, and complete the acquisition at a price and financing method recognized by both parties. At the same time, they will also make arrangements for the enterprise management and asset restructuring after the acquisition, try to reduce costs and improve efficiency, and sell assets to pay off debts. However, KKR company didn’t know in advance in the acquisition of RJR Na Beske, and there was no communication with the management. They didn’t even know the assets of this enterprise, so they could only participate in it in the form of bidding.

[Interpretation of Investment Bank]

Report on The Barbarian at the Door

-Merger and acquisition of enterprises and corporate governance

1. How was this merger initiated?

Managers are faced with the dilemma of stock appreciation, which makes them look for ways to raise stock prices.

RJR Nabisco’s share price hovered around 40, but it didn’t rise. Ross Johnson faced the pressure from shareholders.

Ross Johnson’s "Prime Minister" cigarette, which will be introduced to the market, is not welcomed and recognized by the market, and Ross Johnson is once again facing the dilemma of stock appreciation.

KKR company has the intention to buy RJR Nabisco, which makes Ross Johnson management team start to think about M&A, a way to safeguard their own interests and raise the stock price.

The huge return after the merger drove Ross Johnson to initiate the merger.

2. What are the motivations of the parties involved in the M&A?

KKR motivation

Get a higher return on capital value. Because RJR Nabisco’s stock value is undervalued; At the same time, RJR Nabisco has a strong and stable cash flow, which can enhance the company’s capital value.

Enhance RJR Nabisco’s existing corporate strategy to further maximize the interests of shareholders.

The debt level is low.

Huge demolition effort.

A favorable capital structure can save taxes and fees payable.

KKR can get a huge handling fee, and has control over RJR Nabisco, sharing the profits.

Kravis’s individualism: KKR is the founder of LBO, but at the beginning of this merger, he was excluded; Therefore, due to the consideration of face and status in the field, KKR will also participate in the acquisition of RJR Nabisco.

Motivation of professional managers such as Ross Johnson

The tobacco industry is undervalued by the market.

The influence of tobacco industry and the value of food industry are also underestimated by the stock market.

The management can make huge profits from this acquisition.

First Boston Group

Get rich rewards in the acquisition to develop the enterprise, revitalize the company’s business and obtain customer sources.

Faustmann

Ted Faustmann hates junk bonds, while kravis uses junk bonds the most, and Faustmann is angry with kravis. Hilsen has no outstanding talents in leveraged buyouts. This is an opportunity for Faustmann, and he will not miss it.

summary

1, the stock is undervalued.

2. Make huge profits

3. Revitalize the business

Represented by the management: the business is bigger and the stock price is raised.

3. Who decides the outcome of the merger?

The final outcome is decided by the special committee (shareholder) established by the board of directors; However, the behavior of Ross Johnson management, KKR and other acquisition teams and M&A strategies have an impact on the outcome.

Due to the exposure of Ross Johnson’s "Golden Parachute Project", shareholders saw the greed of management; In addition, the Ross Johnson team can’t keep all the business systems after the acquisition, and can’t guarantee the interests of employees, which makes the special committee set up by the board of directors more inclined to KKR in the later stage of the acquisition.

Compared with Ross Johnson team, KKR is more humanized; They promised to keep the whole business of the company after the acquisition; To ensure the welfare of employees, shareholders can get more equity, thus gaining the support of shareholders.

4. What are the factors that affect the success or failure of LBO?

The development strategy of the company with multi-interests after merger and acquisition put forward by the sponsors.

Purchase price at the time of merger and acquisition

Strong and stable cash flow of M&A sponsors

Analysis and mastery of competitors’ strategies; As the saying goes, know yourself and know yourself.

Get the support and affirmation of the management of the enterprise or the people who have influence on the merger and acquisition results.

Reasonable standardization of operating procedures

The advantages and disadvantages of the special Committee and its influence

Whether the acquired subject matter is suitable: stable cash flow.

Bid, financial planning

5. How is the purchase price formed in the case?

A comprehensive analysis of the target acquisition company

Enterprise development strategy

Company operation

Financial status of the company

enterprise value

Strategic promotion of acquirer and future cash flow forecast

Financing scheme design and value evaluation

6. Who finally benefited from this case? Who is ultimately damaged?

beneficial owner

The winners of this merger are shareholders, who have realized the stock at a high enough price; With intermediaries, they have gained huge benefits. For example, Dechong provided a $3.5 billion bridge loan and earned $227 million, and the proceeds from selling junk securities were even more; Merrill Lynch provided a bridge loan and earned $109 million; The syndicates of 200 banks provided $14.5 billion in entrusted loans and gained $325 million in income; KKR receives tens of millions of dollars in handling fees from investors; Morgan Stanley and wasserstein each received $25 million in consultancy fees; Goldman Sachs won the auction right of Delmonte Food Company; Lazard: Obtained the auction right of ESPN. According to some sources, this $25 billion merger, in fact, the total transaction cost is $32 billion, and the money is spent like soup. It can be said that M&A is a magic weapon for Wall Street, because whether it is successful or not, Wall Street can earn fees, including consulting fees, business divestiture fees and borrowing fees.

Damaged person

RJR Nabisco was burdened with heavy debts. In 1989 alone, it paid $3.34 billion in debts, with a net loss of $1.15 billion. Market expenses and research and development expenses have been weakened, competitors have taken advantage of it, and a large number of employees have been laid off.

7. Compared with LBO, what are the distinctive features of MBO?

Specificity of MBO acquisition subject.

The MBO acquirer is mainly the current management of the target enterprise or the legal person or other organization established or controlled by it.

High financial leverage of MBO acquisition financing.

With the help of a large amount of external debt or equity financing, the high financial leverage of the financing scheme determines the high risk and high return of the acquisition itself.

Transfer of actual control right of target enterprise after MBO acquisition.

To a certain extent, the target enterprise has realized the integration of ownership and management rights, and the position of management has changed fundamentally, that is, from a simple enterprise operator to an enterprise owner.

MBO can reduce agency cost.

Compared with LBO, MBO pays more attention to the development strategy of the company, rather than the short-term huge capital return.

8. What behaviors does the case show that the management has deviated from the interests of shareholders?

Management profligacy, private jets, huge subsidies, and these are all holding shareholders’ money to satisfy their own desires.

"Golden Parachute" Project

After the merger, the employee welfare and shareholders’ interests are not considered, and the food business is abandoned.

Only 15% of the shares are reserved for shareholders.

KKR scheme contains less PIK securities and more convertible bonds; Management provides more PIK securities and a small amount of convertible preferred stock.

KKR agreed not to carry out a large-scale layoff plan, and promised to pay the employee severance payment caused by the acquisition, but the management did not agree.

KKR agreed to guarantee the reset terms of all securities to ensure that the bonds would be traded and circulated as originally planned. Hilsen Company, an investment bank hired by the management, refused to guarantee it, so that the management could not bid the full rating during the evaluation.

Start with business, not choose mergers and acquisitions

Ross Johnson donated money from the company to his wife.

9. What measures did the founder take to prevent the control right from falling by? Why is it invalid?

measure

Launch the merger and acquisition of RJR Nabisco to prevent the delay of stock price from affecting his CEO position.

Refuse to cooperate with KKR and choose Hilsen.

"Golden Parachute" plans to protect itself.

Lay off employees and give shareholders less equity to maximize their own interests.

failure cause

The exposure of the "Golden Parachute Plan" exposed Johnson’s greed, which made the MBO lose public support.

KKR promised to give shareholders 25% of the shares, while Hilsen only gave shareholders 15% of the shares.

KKR promised to sell only a small part of Beske’s business. But Ross Johnson and Hilsen’s leveraged buyout plan only keeps the tobacco business.

Hilsen failed to prove the reliability of its securities through restructuring, and failed to ensure the welfare of its employees.

KKR agreed not to carry out a large-scale layoff plan, and promised to pay the employee severance payment caused by the acquisition, but the management did not agree.

KKR agreed to guarantee the reset terms of all securities to ensure that the bonds would be traded and circulated according to the original plan. Hilsen Company, an investment bank hired by the management, refused to guarantee it, so that the management could not bid the full rating during the evaluation.

measure

Indulge in buying, preempted local competitors and became the largest employer in North Carolina.

"Prince Albert" cigarettes, trying their best to find the photo of the Prince of Wales as a cigarette label, vigorously advertising, set off a national advertising campaign. Offer generous rebates to cigarette wholesalers and retailers to encourage them to sell this kind of cigarettes, and those who sell poorly will be punished. The plan to March across the United States was a great success.

The Court of Appeal granted Reynolds Tobacco Company independence: employees hold shares, care about employees’ lives and improve employees’ loyalty.

Reasons for loss of rights

The eldest son is in politics, the second son is not doing business, and the chairman raises horses.

10. What did you learn from the case? Explain from the perspective of mergers and acquisitions and corporate governance.

M&A perspective

LBO acquirers use the assets of the acquisition target as debt collateral for financing, and use the money to acquire the target company. The essence of this is to borrow money to buy equity, or to say that you are empty-handed. In fact, KKR’s own funds for this $25 billion acquisition are less than $2 billion, and the rest are from financing.

Compared with LBO, MBO pays more attention to enterprise development strategy, rather than just acquiring the target company to get huge returns in the short term.

Successful LBO/MBO originates from the strategic adjustment of capital allocation, the improvement of operating efficiency and the integration of financial technology;

Adjustment of capital allocation strategy: redefining business scope, new business unit strategy or portfolio strategy;

Operational adjustment and improvement of operational efficiency: changes in sales, cost or asset management methods;

Organizational improvement: organizational structure or business process adjustment (which may involve system or management changes);

Financial strategy: the application of financial technology and financial risk management, a new method to manage the balance sheet, a new financial structure or a new corporate legal structure.

From the perspective of corporate governance

The internal controller system is easy to lead to the monopoly of management. In order to prevent this phenomenon, it is necessary to set up an external supervision mechanism and strengthen supervision; Mutual restriction

The board of directors should ensure independence and objectivity and safeguard the interests of shareholders.

Formulate a reasonable and long-term company development strategy, so as to ensure the long-term development of enterprises, rather than just pursuing short-term enterprise development and stock rise.

Opinions of the General Office of the State Council on Supporting Export Products to Domestic Sales

General Office of the State Council about

Implementation opinions on supporting export products to domestic sales.

Guo Ban Fa [2020] No.16

People’s governments of all provinces, autonomous regions and municipalities directly under the Central Government, ministries and commissions and institutions directly under the State Council:

In order to thoroughly implement the decision-making arrangements of the CPC Central Committee and the State Council on promoting the prevention and control of epidemic situation and economic and social development in COVID-19 as a whole, do a good job of "six stables" and implement the task of "six guarantees", while encouraging enterprises to expand the international market, support marketable export products to open up the domestic market, make efforts to help foreign trade enterprises tide over the difficulties and promote the basic stability of foreign trade, with the consent of the State Council, we hereby put forward the following opinions:

I. Working principles

Give play to the guiding role of the government, support the export products to domestic sales, help foreign trade enterprises to bail out, ensure the smooth operation of the industrial chain supply chain, and stabilize the basic market of foreign trade and foreign investment. Give play to the main role of enterprises, adhere to market-oriented operation, encourage foreign trade enterprises to expand sales channels, and promote the upgrading of domestic consumption. Implement local territorial responsibilities, promote the export products to domestic sales according to local conditions, and focus on helping foreign trade enterprises and small and medium-sized micro-foreign trade enterprises in the supply chain of important industrial chains in the region.

Second, support export products to enter the domestic market

(a) to speed up the domestic market access.Before the end of 2020, if the export products produced according to the standards of the export destination country and the relevant standards and technical indicators meet the requirements of China’s mandatory standards are transferred to the domestic market due to the epidemic situation, enterprises are allowed to make relevant written commitments and sell them through self-compliance statements, unless otherwise stipulated by laws and regulations. Foreign trade enterprises should be responsible for the consistency of Chinese and foreign language labels and logos affixed to products exported to domestic market.(The General Administration of Market Supervision, the Ministry of Ecology and Environment, the Ministry of Transport, the Ministry of Agriculture and Rural Affairs, the Health and Wellness Committee, the Emergency Department, the Railway Bureau, the Civil Aviation Administration, the Coal Mine Safety Supervision Bureau and other departments are responsible according to the division of responsibilities)If the products exported to domestic market involve compulsory product certification (CCC certification), the compulsory product certification certificate shall be obtained according to law. We will continue to deepen the reform of the compulsory product certification system, simplify the certification procedures for products exported to domestic sales, and shorten the processing time.(Responsible by the General Administration of Market Supervision)Simplify the tax procedures of enterprises.(Responsible by the State Administration of Taxation)

(2) Promote the development of "same line, same standard and homogeneity".Support enterprises to develop "same line, same standard and same quality" (hereinafter referred to as "three products"), that is, to produce products that can be exported and sold domestically on the same production line according to the same standards and quality requirements, and help enterprises reduce costs and realize the transformation of domestic and foreign sales. Expand the scope of application of "three links" to the fields of general consumer goods and industrial products.(General Administration of Market Supervision, Ministry of Industry and Information Technology, Ministry of Commerce and other departments are responsible according to the division of responsibilities)Open a fast track for domestic production and sales approval. Accelerate the improvement of the functions of the "Three Tong" public information service platform.(Responsible by the General Administration of Market Supervision)Carry out "Three Tong" product promotion activities to enhance visibility and influence.(The Central Propaganda Department, the Ministry of Commerce and the General Administration of Market Supervision are responsible for the division of responsibilities)

(3) Strengthening the protection of intellectual property rights.Support foreign trade enterprises to negotiate with brands about the authorization of intellectual property rights involved in exporting products to domestic market, and do a good job in patent application, trademark registration and copyright registration. Strengthen the guidance and service for the use of intellectual property rights by foreign trade enterprises.(The Central Propaganda Department and the Intellectual Property Office are responsible for the division of responsibilities)

Third, multi-channel support for domestic sales

(four) to build a domestic platform.Encourage foreign trade enterprises to connect with e-commerce platforms, and set up foreign trade product zones based on various online shopping festivals. Under the premise of meeting the requirements of domestic epidemic prevention and control, guide the main pedestrian streets to organize special activities to transfer export products to domestic sales. Organize large commercial enterprises and foreign trade enterprises around the country to carry out direct purchase orders, and set up special sales areas and counters for foreign trade products. Organize domestic buyers to purchase foreign trade products at China Import and Export Fair (Canton Fair) and China Processing Trade Products Expo.(Ministry of Commerce, responsible for the people’s governments of all provinces, autonomous regions and municipalities directly under the Central Government)

(5) Give play to the role of effective investment.Focus on the needs of new infrastructure, new urbanization and major projects ("two new and one heavy") in various places, organize the docking of a number of qualified export products for domestic sales, and help enterprises integrate into the industrial chain supply chain of investment projects.(The people’s governments of all provinces, autonomous regions and municipalities directly under the Central Government are responsible)Guide foreign trade enterprises to actively complement and strengthen the chain, promote the coordinated innovation of the industrial chain and the adjustment of industrial structure, intensify the upgrading and transformation of technology and technology, and participate in the construction of major projects in the industrial and communications industries.(Ministry of Industry and Information Technology, responsible for the people’s governments of all provinces, autonomous regions and municipalities directly under the Central Government)

(6) Accurately meet consumer demand.Guide foreign trade enterprises to accurately meet the needs of consumption upgrading in the domestic market, give play to the advantages of quality, research and development, apply technologies such as big data and industrial internet, develop marketable domestic products through personalized customization and flexible production, create their own brands, cultivate and develop new consumption hotspots, and promote consumption recovery. Encourage foreign trade enterprises to make full use of online sales, live delivery, scene experience and other new formats and new models to promote the integration of online and offline development.(The Ministry of Industry and Information Technology and the Ministry of Commerce are responsible according to the division of responsibilities, and the people’s governments of all provinces, autonomous regions and municipalities directly under the Central Government are responsible.)

Fourth, increase support.

(seven) to improve the level of facilitation of domestic sales.For processing trade enterprises that meet the requirements and can go through the tax collection procedures for domestic sales in a centralized way, they shall report before the 15th of each month, and adjust to report within 15 days after the end of each quarter at the latest, provided that the validity period of their books (accounts) or the deadline for verification is not exceeded.(Responsible by General Administration of Customs)

(eight) do a good job in financing services and support.Encourage all kinds of financial institutions to provide financial support for export products to domestic market, strengthen supply chain financial services, carry out policy financing business under domestic insurance in light of the actual situation, increase operating revolving credit support such as liquidity loans, actively carry out pledge financing such as accounts receivable, inventory, machinery and equipment, warehouse receipts and orders, and strengthen direct lending business to small and medium-sized micro-foreign trade enterprises by relying on large-scale e-commerce platforms.(The Ministry of Finance, the People’s Bank of China and China Banking and Insurance Regulatory Commission are responsible for the division of responsibilities)

(9) Increase insurance support.Support insurance companies to increase the protection of export products to domestic sales and provide diversified insurance services.(China Banking and Insurance Regulatory Commission is responsible)

(10) Strengthen financial support.Make full use of special funds for foreign trade and economic development, support business training, publicity and promotion, information services related to export to domestic sales, and support foreign trade enterprises to participate in online and offline domestic sales exhibitions.(Ministry of Finance and Ministry of Commerce are responsible)

V. Strengthening organization and implementation

All local people’s governments and relevant departments should attach great importance to supporting the export products to domestic sales. All localities should introduce targeted supporting measures according to local conditions, and the Ministry of Commerce should work out specific work plans with relevant departments and organize their implementation, strengthen policy guidance and business training, and sum up and popularize good experiences and practices in a timely manner; Organize and guide the media to focus on publicity and reporting, create a good environment to support export products to domestic sales, guide the expansion of domestic market space, and promote fair competition.(The Central Propaganda Department, the Development and Reform Commission, the Ministry of Industry and Information Technology, the Ministry of Finance, the Ministry of Commerce, the People’s Bank of China, the General Administration of Customs, the State Administration of Taxation, the General Administration of Market Supervision, and China Banking and Insurance Regulatory Commission are responsible according to the division of responsibilities, and the people’s governments of all provinces, autonomous regions and municipalities directly under the Central Government are responsible.)

the General Office of the State Council

June 17, 2020

(This piece is publicly released)

Is it better for children to be fat? Please pay attention to these rumors that sound a little "scientific"

  Rumors:

  It’s better for children to be fat. They are cute and strong.

  Truth: Children should pay attention to maintaining a healthy weight. The seemingly cute and sturdy "fat doll" actually has a major hidden danger that threatens health.

  Obesity will reduce the lung function of children and adolescents, lead to shortness of breath, and also affect the heart function, so that the heartbeat is accelerated and the myocardial contractility is increased. In the long run, the heart will easily fail due to unbearable. At the same time, obese children will have a decline in exercise speed, endurance and explosive power, and their activities will be restricted, and they will be easily injured when doing strenuous exercise.

  In addition, if the obesity of children and adolescents is not corrected in time, there is a 60% possibility that they will remain obese in adulthood, which will increase the risk of hyperlipidemia, atherosclerosis, essential hypertension, type II diabetes, tumors and other diseases in adulthood.

  Found pregnant after x-ray

  You can’t have children.

  Rumors:

  X-ray has a great influence on human health, especially on pregnant women, babies and fetuses. Therefore, after the X-ray is taken, it is found that the child can’t have it, and it is necessary to have an abortion in time.

  Truth:

  Scientific research has confirmed that there is a threshold for the adverse effects of X-rays on all mammals and cubs, including humans, and even embryos. No matter for adults or fetuses, the radiation received must reach a certain level to be damaged. Therefore, we can’t talk about the damage without the "dose" of radiation.

  For the fetus, different gestational ages correspond to different safe doses of radiation. In 2017, the American Association of Obstetricians and Gynaecologists issued relevant guidelines: from 0 to 2 weeks of pregnancy, the threshold of teratogenic dose is 50 to 100mSv (millisieverts), and the main impact is fetal death; From 2 to 8 weeks of pregnancy, the threshold of teratogenic dose is 200mSv, and the main influence is congenital malformation; From 8 to 15 weeks of pregnancy, the threshold of teratogenic dose is 60 to 310mSv, which mainly affects mental development and deformity. Therefore, the threshold of the minimum influence dose of the fetus is 50mSv, which is safe as long as it does not exceed this value in theory.

  In general, the radiation dose of an ordinary chest X-ray is 0.02mSv, a knee X-ray is 0.005mSv, a head CT is 2mSv, and a chest CT is 8mSv. Obviously, these radiation doses are within the safe range. To reach 50mSv is equivalent to 2,500 chest radiographs in continuous shooting, or 6 consecutive CT scans.

  Many hospitals will also take corresponding protective measures for those who are examined. For example, when taking a chest X-ray, the examinee will be put on a special lead hat and collar, and a heavy lead apron will be put around the waist and below to avoid unnecessary radiation to the human body.

  "Bamboo charcoal food"

  Can detoxify and beautify

  Rumors:

  Bamboo charcoal can absorb harmful substances in the human body, purify toxins in the blood, help the human body digest and excrete, clean the intestines, and have the effect of detoxification and beauty.

  Truth:

  The adsorption capacity of carbon is closely related to the specific surface area, and the surface area per gram of substance is called the specific surface area. The familiar activated carbon is the product of further "activation" of carbon. The specific surface area of bamboo charcoal is generally 150-500 square meters, and it can also be used as the raw material of activated carbon. After activation, the specific surface area of bamboo charcoal can be increased to 1000-2000 square meters, or even higher.

  Although bamboo charcoal itself has adsorption function, it can be placed in a living room or refrigerator as a moisture absorbent, deodorant, etc., but the adsorption performance of bamboo charcoal is not the same as the principle of adsorbing human endotoxin. The so-called function of "adsorbing toxins in the body" is not credible and has no scientific reason.

  Metabolites in the human body, such as urea, uric acid, etc., can be excreted in the form of urine through the kidney under normal renal function, and a small amount will enter the intestine and be excreted through feces. Therefore, only when there is something wrong with our kidneys and we can’t finish the excretion of metabolites, doctors will give patients medical activated carbon to absorb excessive metabolic waste in the body, thus reducing the burden on the kidneys. For normal people, bamboo charcoal, activated carbon, etc., as a foreign body, will creep into the intestine after being swallowed in the stomach, and will basically be excreted as it is, which will not only fail to play a good role, but also affect the absorption of nutrients and cause problems such as indigestion and constipation.

  More importantly, it is illegal to add bamboo charcoal as an additive to food. Bamboo charcoal can’t be used as food raw materials, and it has not been listed in the National Food Safety Standard for the Use of Food Additives (GB2760-2011), so it can’t be used as a legal additive. Therefore, "bamboo charcoal food" is actually a food processed with materials that are not allowed by the state. Its functional effects and safety such as detoxification in the human body have not been scientifically and effectively verified, so consumers should be cautious.

  Between immediate family members

  Direct blood transfusion has the best effect

  Rumors:

  When blood is needed, it is best to find your immediate family members to donate blood, because the blood relationship is close, the rejection reaction is small and the effect is the best.

  Truth:

  Blood transfusion is essentially a kind of transplantation. Because of the high similarity of antigens between relatives, when the immune system of the recipient, that is, the host, is seriously defective or suppressed, it may lack recognition of similar lymphocytes of the immediate family members from outside. At this time, foreign lymphocytes will be "anti-guest-oriented", settle down, proliferate and attack the host’s own tissues, causing fatal complications. Most of these complications occur 7-14 days after blood transfusion, mainly manifested as rash, jaundice, diarrhea, etc. When the condition is difficult to control, it will deteriorate rapidly and even be infected to death.

  Therefore, untreated blood between immediate family members cannot be used for mutual transfusion at will. The closer the blood relationship between blood donors and blood users is, the higher the probability of occurrence, so blood transfusion between immediate family members should be avoided as much as possible.

  In addition, pay attention to blood transfusion between husband and wife. Under normal circumstances, it is not recommended for a husband to give blood to his wife, especially for couples who have not yet given birth. If a wife receives her husband’s blood, she may produce IgG antibodies against her husband’s blood group antigen. When the wife is pregnant, this antibody will enter the fetus through the placenta, which may lead to hemolytic disease of the newborn and even death of the newborn in severe cases.