Concerning the Capitalization Restriction of Training Cost According to IAS 38

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工商银行招聘笔试题目大全

2009年工商银行笔试真题（回忆版）部分工行笔试题目:80道单选，涉及时事，经济，天文，地理，历史，管理，会计，金融等等，0.5分一道。

记忆比较深的：1、“老死不相往来”是谁的主张。

我选的老子。

2、对西方文官制度影响深重的中国历史上人才选拔制度。

我选的科举。

3、关于黑洞正确的是……题具体忘了，但印象中我选的似乎是黑洞的引力对周围行星分布的影响。

4、法律规定，如果加班，加班工资是正常工资滴多少倍。

5、股票发行时会有溢价，发行价由谁决定。

证监会指定的机构投资者采取集合竞价6、资产负债表反映滴是公司的财务状况，财务状况是指……资本筹集资本运营7、被踢出太阳系行星行列的是哪颗，太阳系现有几颗行星？我是应届生8、由那个方向沿着穿过子午变更线会少一天。

9、收购中，指并购完成后，并购者无法使整个企业产生经营、财务、市场份额等协同效应，这是虾米风险，营运，选错了T_T10、我国获得第一枚奥运金牌滴人。

11、谁谁谁在哪的讲话，指出今年反腐倡廉的重点是……胡锦涛指出，党的十七大强调，要以完善惩治和预防腐败体系为重点加强反腐倡廉建设。

12、一道数列题，非常简单，基本上一次差分后是个以4为公差的等差数列。

差不多全是这类的题吧。

接下来，E文部分。

5个英文的阅读理解选择题，觉得非常简单。

一道阅读问答题。

一篇英翻汉，一篇汉翻英英文那篇是关于地外文明以及一种新的研究方法，话说，请问下radio astromy应该怎么翻合适啊？汉语那篇是一个小故事，但是，默，觉得非常难把握，很有那种五四时期胡适等人写的生活小散文的味道。

最后是申论，1000字，个人认为是关于社会公平，尤其收入分配公平，破题破得很次。

难度比公务员考试小很多，出现大量往年公务员考试真题。

数列题5道（好像是），其中出现等差数列、隔项等差这种送分题应用题15道，基本上可以30s到1分钟一道，这里浪费的时间可以在后面补回来。

阅读（这个部分不怎么记得了）常识出现的真题有：资治通鉴成书于北宋年间、鱼背黑色腹部白色是因为进化保护色还有诗歌与作者对应，正确答案是陈子昂定义题大量真题，也涉及法律，但是不偏逻辑题比公务员简单，推理题基本上一到两步推理就得到答案图形逻辑题很正常，没有公务员考试那么变态排序题十分容易，是省时间的地方资料分析题需要卯起来死算的题目不多。

ACCA P5 Summary

1Introduction to strategic management accounting1.1I ntroduction to planning, control and decision making☞Strategic planning is the process of deciding on objectives of the organization, on changes in these objectives, on the resource to attain these objectives, and on the policies that are to govern the acquisition, use and disposition of these resources.☞Characteristics of strategic information⏹Long term and wide scope⏹Generally formulated in writing⏹Widely circulated广泛流传⏹Doesn’t trigger direct action, but series of lesser plans⏹Includes selection of products, purchase of non-current assets, required levels ofcompany profit☞Management control: the process by which management ensure that resources are obtained and used effectively and efficiently in the accomplishment of the organisation’s objectives. It is sometimes called tactics ad tactical planning.☞Characteristics of management accounting information⏹Short-term and non-strategic⏹Management control planning activities include preparing annual sales budget⏹Management control activities include ensuring budget targets are reached⏹Carried out in a series of routine and regular planning and comparison procedures⏹Management control information covers the whole organisation, is routinely collected,is often quantitative and commonly expressed in money terms (cash flow forecasts, variance analysis reports, staffing levels⏹Source of information likely to be endogenous内生的☞Characteristics of operational control⏹Short-term and non-strategic⏹Occurs in all aspects of an organisations activities and need for day to dayimplementation of plans⏹Often carried out at short notice⏹Information likely to have an endogenous source, to be detailed transaction data,quantitative and expressed in terms of units/hours⏹Includes customer orders and cash receipts.1.2Management accounting information for strategic planning and control☞Strategic management accounting is a form of management accounting in which emphasis is placed on information about factors which are external to the organisation, as well as non-financial and internally-generated information.⏹External orientation: competitive advantage is relative; customer determination⏹Future orientation: forward- and outward looking; concern with values.⏹Goal congruence: translates the consequences of different strategies into a commonaccounting language for comparison; relates business operations to financial performance.1.3Planning and control at strategic and operational levels☞Linking strategy and operations, if not: unrealistic plans, inconsistent goals, poor communication, inadequate performance measurement.1.3.1Strategic control systems☞Formal systems of strategic control:⏹strategy review;⏹identify milestones of performance( outline critical success factors, short-term stepstowards long-term goals, enables managers to monitor actions)⏹Set target achievement levels (targets must be reasonably precise, suggest strategiesand tactics, relative to competition)⏹Formal monitoring of the strategic process⏹Reward.☞Desired features of strategic performance measures⏹Focus on what matters in the long term⏹Identify and communicate drivers of success⏹Support organisational learning⏹Provide a basis for reward⏹Measurable; meaningful; acceptable;⏹Described by strategy and relevant to it⏹Consistently measured⏹Re-evaluated regularly1.4Benchmarking1.4.1Types of benchmarking☞Internal benchmarking: easy; no innovative or best-practice.☞Industry benchmarking:⏹Competitor benchmarking: difficult to obtain information⏹Non-competitor benchmarking: motivate☞Functional benchmarking: find new, innovative ways to create competitive advantage1.4.2Stages of benchmarking☞Set objectives and determine the area to benchmark☞Establish key performance measures.☞Select organizations to study☞Measure own and others performance☞Compare performance☞Design and implement improvement prgoramme☞Monitor improvements1.4.3Reasons for benchmarking☞Assess current strategic position☞Assess generic competitive strategy☞Spur to innovation☞Setting objectives and targets☞Cross comparisons☞Implementing change☞Identifies the process to improve☞Helps with cost reduction, or identifying areas where improvement is required☞Improves the effectiveness of operations☞Delivers services to a defined standard☞Provide early warning of competitive disadvantage1.4.4Disadvantages of benchmarking☞Implies there is one best way of doing business☞Yesterday’s solution to tomorrow’s problem☞Catching-up exercise rather than the development of anything distinctive☞Depends on accurate information about comparator companies☞Potential negative side effects of ‘what gets measured gets done’.2Performance management and control of the organization2.1Strengths and weaknesses of alternative budget models2.1.1Incremental budgeting☞Is the traditional approach to setting a budget and involves basing next year’s budget on the current year’s results plus an extra amount for estimated growth of inflation next year. ☞Strengths: easy to prepare; can be flexed to actual levels to provide more meaningful control information☞Weaknesses: does not take account of alternative options; does not look for ways of improving performance; only works if current operations are as effective, efficient and economical as they can be; encourage slack in the budget setting process.2.1.2Zero based budgeting☞Preparing a budget for each cost centre from scratch.☞Strengths:⏹Provides a budgeting and planning tool for management that responds to changes inthe business environment.⏹Requires the organization to look very closely at its cost behavior patterns, andimproves understanding of cost-behaviour patterns.⏹Should help identify inefficient or obsolete processes, and thereby also help reducecosts.⏹Results in a more efficient allocation of resources⏹Be particularly useful in not-for-profit organizations which have a focus on achievingvalue for money.☞Weaknesses:⏹Requires a lot of management time and effort⏹Requires training in the use of ZBB techniques so that these are applied properly⏹Questioning current practices and processes can be seen as threatening2.1.3Rolling budgets☞Continuously updated by adding a further period when the earliest period has expired.☞Strengths:⏹Reduce the uncertainty of budgeting for business operating in an unstableenvironment. It is easier to predict what will happen in the short-term.⏹Most suitable form of budgeting for organizations in uncertain environments, wherefuture activity levels, costs or revenues cannot be accurately foreseen.⏹Planning and control is based on a more recent plan which is likely to be morerealistic an more relevant than a fixed annual budget drawn up several months ago.⏹The process of updating the budget means that managers identify current changes( and so can respond to these changes more quickly)⏹More realistic targets provide a better basis on which to appraise managers’performance⏹Realistic budgets are likely to have a better motivational effect on managers.☞Weaknesses:⏹Require time, effort and money to prepare and keep updating. If managers spend toolong preparing/revising budgets, they will have less time to control and manage actual results⏹Managers may not see the value in the continuous updating of budgets⏹May be demotivating if targets are constantly changing⏹It may not be necessary to update budgets so regularly in a stable operatingenvironment.2.1.4Flexible budgets☞Recognizing the potential uncertainty, budgets designed to adjust costs levels according to changes in the actual levels of activity and output.☞Strengths:⏹Finding out well in advance the costs of idle time and so on if the output falls belowbudget.⏹Being able to plan for the alternative use of spare capacity if output falls short ofbudget☞Weaknesses:⏹As many errors in modern industry are fixed costs, the value of flexible budgets as aplanning tool are limited.⏹Where there is a high degree of stability, the administrative effort in flexiblebudgeting produces little extra benefit. Fixed budgets can be perfectly adequate in these circumstances.2.1.5Activity based budgeting☞Involves defining the activities that underlie the financial figures in each function and usingthe level of activity to decide how much resources should be allocated, how well it is being managed and to explain variance from budget.☞Strengths:⏹Ensures that the organisation’s overall strategy and any changes to that strategy willbe taken into account.⏹Identifies critical success factors which are activities that a business must perform wellif it is to succeed⏹Recognizes that activities drive costs; so encourages a focus on controlling andmanaging cost drivers rather than just the costs⏹Concentrate on the whole activities so that there is more likelihood of getting it rightfirst time.☞Weaknesses:⏹Requires time and effort to prepare so suited to a more complex organization withmultiple cost drivers.⏹May be difficult to identify clear individual responsibilities for activities⏹Only suitable for organization which have adopted an activity-based costing system⏹ABBs are not suitable for all organization, especially with significant proportions offixed overheads.2.1.6The future of budgeting☞Criticisms of traditional budgeting⏹Time consuming and costly⏹Major barrier to responsiveness, flexibility and change⏹Adds little value given the amount of management time required⏹Rarely strategically focused⏹Makes people feel undervalued⏹Reinforces department barriers rather than encouraging knowledge sharing⏹Based on unsupported assumptions and guesswork as opposed to sound,well-constructed performance data⏹Development and updated infrequently2.2Budgeting in not-for-profit organizations☞Special issues: the budget process inevitably has considerable influence on organizational processes, and represents the financial expression of policies resulting from politically motivated goals and objectives. The reality of life for many public sector managers is an subjected to(受---支配) growing competition.⏹Be prevented from borrowing funds⏹Prevent the transfer of funds from one budget head to another without compliancewith various rules and regulations⏹Plan one financial year.⏹Incremental budgeting and the bid system are widely used.2.3Evaluating the organisation’s move beyond budgeting2.3.1Conventional budgeting in a changing environment☞Weaknesses of traditional budgets:⏹Adds little value, requires far too much valuable management time⏹Too heavy a reliance on the ‘agreed’ budget has an adverse impact on managementbehavior, which can become dysfunctional(功能失调的) with regard to(关于) the objectives of the organization as a whole⏹The use of budgeting as a base for communicating corporate goals, is contrary to theoriginal purpose of budgeting as a financial control mechanism⏹Most budgets are not based on a rational, causal(因果关系的) model of resourceconsumption, but are often the result of protracted internal bargaining processes.⏹Conformance to budget is not seen as compatible with a drive towards continuousimprovement⏹Traditional budgeting processes have insufficient external focus.2.3.2The beyond budgeting model☞Rolling budgets focus management attention on current and likely future realities within the organizational context, it is seen as an attempt to keep ahead of change, or strictly speaking to be more in control of the response to the challenges facing the organization. ☞Benefits:⏹Creates and fosters a performance climate based on competitive success. Managerialfocus shifts from beating other managers for a slice(部分) of resources to beating the competition.⏹It motivates properly by giving them challenges, responsibilities and clear values asguidelines. Rewards are team-based⏹It empowers operational managers to act by removing resource constraints. Speedingup the response to environmental threats and enabling quick exploitation of new opportunities.⏹It devolves performance responsibilities to operational management who are closer tothe action.⏹It establishes customer-orientated teams that are accountable for profitable customeroutcomes.⏹Creates transparent and open information systems throughout the organization,provides fast, open and distributed information to facilitate control at all levels.3Business structure, IT development and other environmental and ethical issues3.1Business structure and information needs3.1.1Functional departmentation☞Information characteristics and needs: information flows vertically; functions tend to be isolated☞Implications for performance management⏹Structure is based on work specialism⏹Economies of scale⏹Does not reflect the actual business processes by which values is created⏹Hard to identify where profits and losses are made on individual products or inindividual markets⏹People do not have an understanding of how the whole business works⏹Problems of co-ordinating the work of different specialisms.3.1.2The divisional form☞Information characteristics and needs⏹Divisionalisation is the division of a business into autonomous regions⏹Communication between divisions and head office is restricted, formal and related toperformance standards⏹Headquarters management influence prices and therefore profitability when it setstransfer prices between divisions.⏹Divisionalisation is a function of organisation size, in numbers and in product-marketactivities.☞Implications for performance management⏹Divisional management should be free to use their authority to do what they think isright, but must be held accountable to head office⏹ A division must be large enough to support the quantity and quality of managementit needs⏹Each division must have a potential for growth in its own area of operations⏹There should be scope and challenge in the job for the management of the division☞Advantages:⏹Focuses the attention of subordinate(下级) management on business performanceand results⏹Management by objectives can be applied more easily⏹Gives more authority to junior managers, more senior positions⏹Tests junior managers in independent command early in their careers and at areasonably low level in the management hierarchy.⏹Provides an organisation structure which reduces the number of levels ofmanagement.☞Problems:⏹Partly insulated from shareholders and capital markets⏹The economic advantages it offers over independent organisations ‘reflectfundamental inefficiencies in capital markets’⏹The divisions are more bureaucratic than they would be as independent corporation⏹Headquarters management usurp divisional profits by management charges,cross-subsidies, unfair transfer pricing systems.⏹Sometime, it is impossible to identify completely independent products or markets⏹Divisionalisation is only possible at a fairly senior management level⏹Halfway house(中途地点)⏹Divisional performance is not directly assessed by the market⏹Conglomerate diversification3.1.3Network organisations☞Information characteristics and needs: achieve innovative response in a changingcircumstances; communication tends to be lateral(侧面的), information and advice are given rather than instructions(指令) and decisions.☞Virtual teams: share information and tasks; make joint decision; fulfil the collaborative function of a team)☞Implications for performance management⏹Staffing: shamrock organisation⏹Leasing of facilities such as IT, machinery and accommodation(住房)⏹Production itself might be outsourced⏹Interdependence of organisations☞Benefits: cost reduction; increased market penetration; experience curve effects.3.2Business process re-engineering3.2.1Business processes and the technological interdependence betweendepartments☞Pooled interdependence(联营式相互依赖): each department works independently to the others, subjects to achieve the overall goals☞Sequential interdependence(序列式相互依存): a sequence with a start and end point.Management effort is required to ensure than the transfer of resources between departments is smooth.☞Reciprocal interdependence(互惠式相互依存): a number of departments acquire inputs from and offer outputs to each other.3.2.2Key characteristics of organisations which have adopted BPR☞Work units change from functional departments to process teams, which replace the old functional structure☞Jobs change. Job enlargement and job enrichment☞People’s roles change. Make decisions relevant to the process☞Performance measures concentrate on results rather than activities.☞Organisation structures change from hierarchical to flat3.3Business integration3.3.1Mckinsey 7S model☞Hard elements of business behaviour⏹Structure: formal division of tasks; hierarchy of authority⏹Strategy: plans to outperform胜过its competitors.⏹Systems: technical systems of accounting, personnel, management information☞‘soft’ elements⏹Style: shared assumptions, ways of working, attitudes and beliefs⏹Shared values: guiding beliefs of people in the organisation as to why it exists⏹Staff: people⏹Skills: those things the organisation does well3.3.2Teamwork and empowerment☞Aspects of teams:⏹Work organisation: combine the skills of different individuals and avoid complexcommunication⏹Control: control the behaviour and performance of individuals, resolve conflict⏹Knowledge generation: generate ideas⏹Decision making: investigate new developments, evaluate new decisions☞Multi-disciplinary teams:⏹Increases workers‘ awareness of their overall objectives and targets⏹Aids co-ordination⏹Helps to generate solutions to problems, suggestions for improvements☞Changes to management accounting systems⏹Source of input information: sources of data, methods used to record data⏹Processing involved: cost/benefit calculation⏹Output required: level of detail and accuracy of output, timescales involved⏹Response required:⏹When the output is required:3.4Information needs of manufacturing and service businesses3.4.1Information needs of manufacturing businesses☞Cost behaviour:⏹Planning: standard costs, actual costs compared with⏹Decision making: estimates of future costs to assess the likely profitability of a product⏹Control: monitor total cost information☞Quality: the customer satisfaction is built into the manufacturing system and its outputs☞Time: production bottlenecks, delivery times, deadlines, machine speed☞Innovation: product development, speed to market, new process. Experience curve, economies of scale, technological improvements.☞Valuation:☞Strategic, tactical and operational information⏹Strategic: future demand estimates, new product development plans, competitoranalysis⏹Tactical: variance analysis, departmental accounts, inventory turnover⏹Operational: production reject rates, materials and labour used, inventory levels3.4.2Service businesses☞Characteristics distinguish from manufacturing:⏹Intangibility: no substance⏹Inseparability/simultaneity: created at the same time as they are consumed⏹Variability/heterogeneity异质性: problem of maintaining consistency in the standardof output⏹Perishability非持久性:⏹No transfer of ownership:☞Strategic, tactical and operational information⏹Strategic: forecast sales growth and market share, profitability, capital structure⏹Tactical: resource utilisation, customer satisfaction rating⏹Operational: staff timesheets, customer waiting time, individual customer feedback3.5Developing management accounting systems3.5.1Setting up a management accounting system☞The output required: identify the information needs of managers☞When the output is required:☞The sources of input information: the output required dictate the input made3.6Stakeholders’ goals and objectives3.6.1The stakeholder view☞Organisations are rarely controlled effectively by shareholders☞Large corporations can manipulate markets. Social responsibility☞Business receive a lot of government support☞Strategic decisions by businesses always have wider social consequences.3.6.2Stakeholder theory☞Strong stakeholder view: each stakeholder in the business has a legitimate claim on management attention. Management’s job is to balance stakeholder demands:⏹Managers who are accountable to everyone are accountable to none⏹Danger of the managers favour their own interests⏹Confuses a stakeholder’s interest in a firm with a person citizenship of a state⏹People have interest, but this does not give them rights.3.7Ethics and organisation3.7.1Short-term shareholder interest(laissez-faire自由主义stance)☞Accept a duty of obedience to the demands of the law, but would not undertake to comply with any less substantial rules of conduct.3.7.2Long-term shareholder interest (enlightened self-interest开明自利)☞The organisation’s corporate image may be enhanced by an assumption of wider responsibilities.☞The responsible exercise of corporate power may prevent a built-up of social and political pressure for legal regulation.3.7.3Multiple stakeholder obligations☞Accept the legitimacy of the expectations of stakeholders other than shareholders. It is important to take account of the views of stakeholders with interests relating to social and environmental matters.☞Shape of society: society is more important than financial and other stakeholder interests.3.7.4Ethical dilemmas☞Extortion: foreign officials have been known to threaten companies with the complete closure of their local operations unless suitable payments are made☞Bribery: payments for service to which a company is not legally entitled☞Grease money: cash payments to the right people to oil the machinery of bureaucracy.☞Gifts: are regard as an essential part of civilised negotiation.4Changing business environment and external factors4.1The changing business environment4.1.1The changing competitive environment☞Manufacturing organisations:⏹Before 1970s, domestic markets because of barriers of communication andgeographical distance, few efforts to maximise efficiency and improve management practices.⏹After 1970s, overseas competitors, global networks for acquiring raw materials anddistributing high-quality, low-priced goods.☞Service organisations:⏹Prior to the 1980s: service organisations were government-owned monopolies, wereprotected by a highly-regulated, non-competitive environment.⏹After 1980s: privatisation of government-owned monopolies and deregulation, intensecompetition, led to the requirement of cost management and management accounting information systems.☞Changing product life cycles: competitive environment, technological innovation, increasingly discriminating and sophisticated customer demands.☞Changing customer requirements: Cost efficiency, quality (TQM), time (speedier response to customer requests), innovation☞New management approaches: continuous improvement, employee empowerment; total value-chain analysis☞Advanced manufacturing technology(AMT): encompasses automatic production technology, computer-aided design and manufacturing, flexible manufacturing systems and a wide array of innovative computer equipment.4.1.2The limitation of traditional management accounting techniques in achanging environment☞Cost reporting: costs are generally on a functional basis, the things that businesses do are “process es’ that cut across functional boundaries☞Absorption costing(归纳成本计算法)☞Standard costing: ignores the impact of changing cost structures; doesn’t provide any incentive to try to reduce costs further, is inconsistent with the philosophy of continuous improvement.☞Short-term financial measures: narrowly focused☞Cost accounting methods: trace raw materials to various production stages via WIP. With JIT systems, near-zero inventories, very low batch sizes, cost accounting and recording systems are greatly simplified.☞Performance measures: product the wrong type of response☞Timing: cost of a product is substantially determined when it is being designed, however, management accountants continue to direct their efforts to the production stage.☞Controllability: only a small proportion of ‘direct costs’are genuinely controllable in the short term.☞Customers: many costs are driven by customers, but conventional cost accounting does not recognise this.☞The solution: changes are taking place in management accounting in order to meet the challenge of modern developments.4.2Risk and uncertainty4.2.1Types of risk and uncertainty☞Physical: earthquake, fire, blooding, and equipment breakdown. Climatic changes: global warming, drought;☞Economic: economic environment turn out to be wrong☞Business: lowering of entry barriers; changes in customer/supplier industries; new competitors and factors internal to the firm; management misunderstanding of core competences; volatile cash flows; uncertain returns☞Product life cycle:☞Political: nationalisation, sanctions, civil war, political instability☞Financial:4.2.2Accounting for risk☞Quantify the risk:⏹Rule of thumb methods: express a range of values from worst possible result to bestpossible result with a best estimate lying between these two extremes.⏹Basic probability theory: expresses the likelihood of a forecast result occurring⏹Dispersion or spread values with different possible outcomes: standard deviation.4.2.3Basic probability theory and expected valuesEV=ΣpxP=the probability of an outcome occurringX=the value(profit or loss) of that outcome4.2.4Risk preference☞Risk seeker: is a decision maker who is interested trying to secure the best outcomes no matter how small the chance they may occur☞Risk neutral: a decision maker is concerned with what will be the most likely outcome☞Risk averse: a decision maker acts on the assumption that the worst outcome might occur ☞Risk appetite is the amount of risk an organisation is willing to take on or is prepared to accept in pursuing its strategic objectives.4.2.5Decision rules☞Maximin decision rule: select the alternative that offers the least unattractive worst outcome. Maximise the minimum achievable profit.⏹Problems: risk-averse approach, lead to defensive and conservative, without takinginto account opportunities for maximising profits⏹Ignores the probability of each different outcome taking place☞Maximax: looking for the best outcome. Maximise the maximum achievable profit⏹It ignores probabilities;⏹It is over-optimistic☞Minimax regret rule: minimise the regret from making the wrong decision. Regret is the opportunity lost through making the wrong decision⏹Regret for any combination of action and circumstances=profit for best action in shoescircumstances – profit for the action actually chosen in those circumstances4.3Factors to consider when assessing performance4.3.1Political factors☞Government policy; government plans for divestment(剥夺)/rationalisation; quotas, tariffs, restricting investment or competition; regulate on new products.☞Government policy affecting competition: purchasing decisions; regulations and control;policies to prevent the concentration of too much market share in the hands of one or two producers4.3.2Economic environment☞Gross domestic product: grown or fallen? Affection on the demand of goods/services☞Local economic trends: businesses rationalising or expanding? Rents increasing/falling?The direction of house prices moving? Labour rates☞Inflation: too high to making a plan, uncertain of future financial returns; too low to depressing consumer demand; encouraging investment in domestic industries; high rate leading employees to demand higher money wages to compensate for a fall in the value of their wages☞Interest rates: affect consumer confidence and liquidity, demand; cost of borrowing increasing, reducing profitability;☞Exchange rates: impact on the cost of overseas imports; prices affect overseas customers ☞Government fiscal policy: increasing/decreasing demands; corporate tax policy affecting on the organisation; sales tax(VAT) affecting demand.☞Government spending:☞Business cycle: economic booming or in recession; counter-cyclical industry; the forecast state of the economic4.3.3Funding☞Reasons for being reluctant to obtain further debt finance:⏹Fear the company can’t service the debt, make the required capital and interestpayments on time⏹Can’t use the tax shield, to obtain any tax benefit from interest payments⏹Lacks the asset base to generate additional cash if needed or provide sufficientsecurity⏹Maintain access to the capital markets on good terms.4.3.4Socio-cultural factors☞Class: different social classes have different values。

王关富《商务英语阅读》(第二版)参考答案

王关富《商务英语阅读（第二版）》参考答案Unit 1Why China WorksExercises1. Answer the questions on the text:1) How does the author view the Chinese economy?It is the most important bright spot in the world economy under the global recession, the only major economy that is likely to show significant growth this year, and the only one that routinely breaks every rule in the economic textbook. 2) According to the author, why can the Chinese economy perform so well?Because of:(1) the capacity for state control by the Chinese government.(2) its rejection of exotic financial innovations that are the melting core of the global credit crisis.(3) the integration of its economic policies between traditional market tools and state control measures.3) In what way does the author imply that western economists are erroneous in their bias toward “China’s market economic system”?The United States and Europe are moving toward state control by nationalizing their banking and car industries, and imposing heavy new regulation on the financial industry.4) What is the view of Stephen Roach on the Chinese economy system?Investment is the backbone of sustainable growth in the Chinese economy, which works more effectively than other market based systems in times of economic stress.5) Why can China work in the eye of the author?It has followed a radical pragmatism focusing on a slow but steady shift toward freer markets.6) What is regarded as the strategic thinking of the Chinese leaders in market reforms?They understand even under the serious financial crisis that it can stabilize the Chinese market and economy to introduce more sophisticated forms of securitization, including stock index funds, corporate bonds and other debt products. They also realize that, in the course of doing this, they should learn from the mistakes the westerners have made.7) What is the example given to illustrate the steadiness of the Chinese leaders in their policy execution?They continue to allow the value of yuan to rise despite of the American charges and the need for export competitiveness by their own enterprises.8) What is “shock therapy”?It is the economic policy adopted in Russia from 1991 to 1992 that totally deregulated prices and lead to a runaway inflation. It proved to be all shock and no therapy.9) In what ways does the Chinese economic system work efficiently?It can get things done quickly, move in a coherent manner, and marshal its people and resources to a common target: economic growth and prosperity.11) What are the Internet and public opinion used for?For putting pressure on local officials and influencing policy decisions.2. Fill in each blank of the following sentences with one of the phrases in the list given below. Make changes when necessary.1)At a time when the need is growing for mental health services, many countries are unfortunately cutting back on itsspending.2)There is an increasing number of people out of work. But the western media often unfairly label them as lazy andreliable.3)Now that the flow of oil has been stopped by BP, the impact of all the spilled oil and natural gas is still beingmeasured.4)Once again its ability to steer economic policy will be tested against the ability to deliver on services and projectsaimed at growing the economy and jobs.5)Housing prices are incredibly high today. But he bought his house for a song about five years ago.6)As people are complaining high prices, especially those related to daily necessities, the government feels rather urgentto hold down inflation rate immediately.7)Under the new economy policy investors are invited to buy into state-owned enterprises.8)Since a serious gun shooting occurred in Arizona last week, security concerns have trickled down to all places,including residential buildings.9)Social unrest is a daily occurrence in the country nowadays. It is in the last place when it comes to investment formultinational companies.10)Efforts to ban smoking in China are so effective yet. Some chain smokers never think of quitting while many othershave battled in vain to quit.3. Match the terms in column A with the definitions in column B:A_______________________ B__________________________________1)financial innovation A) A reduction in the general availability of loans (orcredit) or a sudden tightening of the conditionsrequired to obtain a loan from the banks.72)stimulus package B) A non-bank entity or organization such asinvestment companies and mutual funds thatinvests in large quantities. 83)overheating C)A legal entity created by a government to undertakecommercial activities on its behalf. 64)stamp tax D) The trading of a corporation's stock or othersecurities (e.g. bonds or stock options) byindividuals with potential access to non-publicinformation.9E) An industry that requires large amounts of capital, machinery and equipment toproduce goods. 55)capital-intensive sector F) Generation of new and creative approaches tosecurities, money management or investing. 16)state-run firm G) An economy that is expanding so rapidly that toomuch money is chasing too few goods andeconomists fear a rise in inflation . 37)credit crisis H) tax levied on certain legal transactions such as thetransfer of a property such as building, copyright,land, patent, and securities. 48)institutional investor I) A plan or a series of measures taken by agovernment to jump-start its ailing economy,generally as a part of its fiscal policy. 210) insider trading4. Translate the following passage into Chinese.我们所面临的来自中国的真正挑战并不是他们向我们大量销售的货物，而恰恰相反，是他们正在提升的价值链。

外刊经贸知识选读复习（自考）课后习题答案

外刊经贸知识选读复习（自考）课后习题答案三、课后问题：1、What‘s the meaning of ―the pattern of China‘s foreign trade‖?―The pattern of China‘s foreign trade‖ refers chiefly(主要的) to thecommodity structure of China‘s foreign trade and her trade partnership with theworld.2、What kind of clause is introduced by ―when‖ in the sentence of the thirdparagraph, section 1? An adverbial (状语) clause or an attributive (定语)one?An attributive clause3、“Official recognit ion that foreign technology could playa major role inmodernizing the Chinese economy had caused imports to rise by more than50 per cent in 1978 placing undue strain （过度负担）on the nationaleconomy.‖(中国政府认识到，国外技术对本国经济现代化作用重大，这使1978年中国的进口额增长了50%以上，结果国民经济背上了沉重的负担。

) Why did the more than 50% rise in imports of 1978 place undue strain on C hina‘s national economy?More foreign exchanges(外汇) is required for more imports. All sections of China‘s national economy would have to work harder and better to export andearn more for the imports increased.4、What‘s ―a net grain exporter(粮食净出口国)‖? Does it mean one who hasnever done any imports?“A net grain exporter‖ should be one who has done both imports and exportsof the item, but finally exported more than imported withina period of time.5、―The strong increase in imports last year is att ributed to buoyant economicactivity as well as to the success of the Government‘s trade and foreigninvestment policies.‖(去年进口额的大大增加不仅是由于政府贸易政策与对外投资政策的成功，而且是由于趋于上升的经济。

国际资产评估准则翻译

5.1.4 Real estate investment through the ownership of securities ,or instruments securing both debt equity positions , represents an alternative to the direct ownership of property .Investors are able to own and trade shares of an interest in a property or pool of properties in the same way they would buy and sell shares of corporate stock.房地产投资通过对有价证券的所有权,或拥有同等债务地位的投资工具的保护,反映了与直接财产所有权的不同。

投资者能够拥有或者买卖一项财产或者合伙经营财产的股票所产生的利息而且用同样的方法他们可以买卖共同的股份。

5.1.4.1 The market for such securities includes both a private ,or institutional ,sector (partnerships ,corporations ,pension /superannuation funds ,and insurance companies ) and a public sector (individual investment who trade in a securities market).该类证券的市场包括私人,或机构、行业(合伙、公司、养老基金、保险、养老保险公司)和公用事业部门(个人投资在证券市场交易)。

5.1.4.2 Securitised investment instruments include real estate investment trusts(REITs)(property investment or unit trusts ), collateralized mortgage obligations (CMOs),commercial mortgage –backed securities (CMBSs),real estate operating companies (REOCs),and separate and commingled accounts.证券投资工具包括房地产投资信托公司(物业投资或者单位信托基金)、抵押担保债券(CMOs)、商业抵押证券(CMBSs)、房地产经营公司（REOCs),分离和混合账户。

Related party transactions under a contingency

J Manag Gov(2013)17:309–330DOI10.1007/s10997-011-9178-1Related party transactions under a contingency perspectiveMichele PizzoPublished online:2June2011ÓSpringer Science+Business Media,LLC.2011Abstract Related party transactions(RPTs)are transfers of resources,services or obligations between a reporting entity and a related party(IASB2009);criteria for a related party deﬁnition may signiﬁcantly differ among the various accounting and governance academic studies and regulatory principles,but they usually depend upon the ability to inﬂu-ence contractual terms and conditions.The topic has been neglected for a long time.In the literature two theories prevail:(a)conﬂict of interests,considering these dealings as potentially harmful and carried out in the interest of directors;(b)efﬁcient transaction hypothesis,describing them as sound economic exchanges.The paper examines both theories critically through a deductive approach,and also on the basis of their economic rationale.Then,a contingency perspective is suggested,underling how the effectiveness and the efﬁciency of the proposed solutions are strictly correlated to organizational con-texts,institutional environments and governance practices.The study is largely based on a literature review and has different purposes:(a)to shed light on a topic, that,despite its potential impact,has not yet deserved great attention in governance studies;(b)to stress possible inconsistencies in the above mentioned theories,both, to some extent,ideologically biased and unable to offer a proper picture of these heterogeneous dealings;(c)to suggest a more balanced and pragmatic approach, less inﬂu-enced by a suspicious attitude(typical of the conﬂict of interests theory), possibly more consistent with their economic rationale(as suggested by the efﬁcient transactions hypothesis)as well as social fac-tors and governance practices. Keywords Related party transactionsÁContingency theoryM.Pizzo(&)Seconda Universita`di Napoli,Naples,Italye-mail:michele.pizzo@unina2.it310M.Pizzo 1IntroductionRelated party transactions are transfers of resources,services or obligations between a reporting entity and a related party(IASB2009);criteria for a related party deﬁnition may signiﬁcantly differ among the various accounting and governance academic studies and regulatory principles,but they largely make reference to the ability to inﬂuence the dealings’terms and conditions.Until recent scandals related party transactions did not receive in-depth analyses; academic research mainly focused on different issues and limited attention was paid by regulators and overseers too.Accounting was mainly concerned with potentially biasedﬁnancialﬁgures;not being carried out at arm’s length,they might diverge from market prices(Mason1979;Brown1980;Goodman and Lorensen1985). Meanwhile,in governance studies and codes topics such as board composition and independence,audit committee,directors’remuneration,etc.,largely prevailed.As a consequence,in Europe,until2002–2003(and sometimes even afterwards) the topic was largely ignored.In the various European codes and reports on governance,references to related party transactions were lacking,1and—as a matter of fact—theﬁnancial disclosure was the only instrument facing both accounting and governance issues.2However,Enron,Adelphia and Parmalat3crises shed light on the inherent risks, as related party transactions emerged as a powerful instrument ofﬁnancial frauds, shareholders’expropriation,etc.,turning the veil from the many relevant loopholes affecting existing requirements.Such a discovery has obliged regulators and standard setters to strengthen current rules and principles and/or introduce new bans and requirements.A clear shift towards better and more detailed disclosure and the implementation of monitoring procedures(i.e.board approval,independent directors’involvement,external qualiﬁed opinions)can be easily observed(i.e.O.E.C.D.2004)and considered an effective strategy(Djankov et al.2005).Not surprisingly,related party transactions are now explicitly mentioned and disciplined in most of the recent rules or codes.41In France,a general disclosure requirement could be found as well as shareholders approval,while it was limited to transactions of particular importance in Spain.In other cases,approval by the board of directors was required,and disclosure limited to transactions not approved by the board(Italy).In Germany,operations not carried out at normal market conditions were prohibited for both Management and Supervisory ter on,these conditions were smoothed and only compliance with normal industry standards,including advance approval by the Supervisory Board,was required.2In actual fact,the information required was both a proxy of potential accounting bias ad a tool for monitoring purposes.Disclosure requirements are still common in countries with larger and more successfulﬁnancial market,conﬁrming their utility.3See Melis(2005).4Moreover,the implementation of Directive2006/46will probably contribute to greater harmonization. The expected changes will probably focus on:(a)the reference to IAS24for‘‘related party’’deﬁnition;(b)a more detailed disclosure(amount,nature and any other information that might by necessary);(c)scope limited only to relevant transactions not carried out at normal market conditions(market conditions are not however limited to the price but embraces also the economic reasons supporting the dealing).However,such a process is still on-going and its impact cannot yet be properly examined.Related party transactions311 However,despite growing attention,the discipline is still a patchwork with many inconsistencies and loopholes.5Sometimes—as in Germany—it is still part of the conﬂict of interests discipline.Contemporarily,the substantial anecdotal evidence,provided also by scandals like Enron etc.,increased the suspicious attitude and the negative common perceptions,generally accompanying these operations,that became more widely and profoundly accepted.In the literature two theories prevail:(a)conﬂict of interests.These dealings are considered as potentially harmful and carried out in the interest of directors;(b)efﬁcient transaction hypothesis,considering them as sound economic exchanges (Gordon et al.2004a,b).Review of the literature and the regulatory framework does not provide a clear and deﬁnite picture,but it supports many shades of opinion and reveals both theoretical and operational open issues,deserving further and more detailed analysis.This paper carries out a critical survey of the literature on the issue and attempts to examine the economic rationale behind related party transactions(hereinafter ‘‘RPTs’’).Upon these premises and also according to their consistency with prevailing social conditions and the corresponding governance models,some possible solutions are discussed and supported.The study,with a deductive methodology,is largely based on a literature review and has different purposes:–to shed light on a topic,that,regardless of its relevance,does not play a signiﬁcant role in governance studies;–to stress possible inconsistencies in the above mentioned theories,both,to some extent,ideologically biased and unable to offer a proper picture of these dealings;–to suggest a more balanced and pragmatic approach,less inﬂuenced by a suspicious attitude(typical of the conﬂict of interests theory),possibly more consistent with their economic rationale(as suggested by the efﬁcient transactions hypothesis)as well as social factors and governance models.The remainder of the paper is organized as follows.Through a review of the academic literature,Sects.2,3and4carry out a critical analysis of both the conﬂict of interests and the efﬁcient transactions hypothesis.Section5introduces a different conceptual framework,stressing the role that a contingency perspective might play in order to draw a clearer picture of RPTs’issue.Sections6and7describe how the adoption of such a more pragmatic approach could increase the effectiveness and the efﬁciency of RPTs regulations.Section8concludes with a summary of the basic results and a discussion of potential implications for researchers,standard setters and regulators.5A deﬁnition of related party transactions is often lacking,and when present is not comparable. Disclosure requirements,instead,are still largely prevalent,but national legislation and domestic rules signiﬁcantly differ between countries.Finally,monitoring procedures are extremely fragmented.312M.Pizzo 2Related party transactions as conﬂict of interests:literature reviewThe topic has always been studied in the literature according to two different theories:(a)conﬂict of interests;(b)efﬁcient transaction hypothesis.According to the former,related party transactions may imply moral hazard and may be carried out in the interest of directors in order to expropriate wealth from shareholders.By contrast,the latter considers these dealings as sound business exchanges fulﬁlling economic needs of theﬁrm.Academic research consistent with the former approach has thrown light on the drawbacks associated with related party transactions:(a)weakening corporate governance.Related party transactions may underminenon-executive directors functions,turning them into afﬁliated or‘‘grey’’directors,classiﬁed as non-independent outside(Denis and Sarin1999;Klein 2002;Vicknair et al.1993;Weisbach1988),closer to dependent directors.Furthermore,weaker corporate governance makes these transactions more likely to occur,while board independence and their lower probability are positively associated(Kohlbeck and Mayhew2004;Gordon et al.2004a,b);(b)earnings management(i.e.‘‘a purposeful intervention in the externalﬁnancialreporting process,with the intent of obtaining some private gain’’;Schipper 1989).Directors have incentives to manage earnings to increase or legitimate their perquisites or to hide such wealth expropriation.Related party transactions may turn out to be a useful tool for managing earnings(Jian and Wong2008;Aharony et al.2005),operating results and achieving ROE or other targets(i.e.avoiding delisting,new equity issue placement)(Jian and Wong2003;Ming and Wong2003);(c)tunneling,i.e.wealth transfers out of a company for the beneﬁt of shareholderswith a controlling interest(Johnson et al.2000).A company may pay a related party transaction above market prices or pay market prices for goods or services of inferior quality.6Such a phenomenon does not necessarily imply opportunistic behaviour,but may be due to an overconﬁdent approach or biased judgement(for instance,overestimating one’s relatives,Ryngaert and Thomas2007).Transfer of assets and proﬁts,although common in developed countries,becomes more relevant and frequent in emerging economies where external markets are inadequate or corporate governance rules are lacking and, presumably,less effective(Jian and Wong2004;Jiang et al.2005);(d)employment of relatives in familyﬁrms.A director can be appointed orpromoted owing to his family inﬂuence over the company;(e)misleading statement.Many studies provide evidence of their role in manyﬁnancial crises(Swartz and Watkins2003;Tague2004)and in the achievement of speciﬁc aims(Erickson et al.2000).Moreover,apart from 6Relations between ownership structure and tunneling has been examined by Lemmon and Lins(2003); Bertrand et al.(2000)and Bae et al.(2002);Jiang et al.(2005).Related party transactions313 these cases,these transactions are generally regarded as less reliable than arm’s length ones.Because of these factors,related party transactions may be associated with abnormal stock returns(Cheung et al.2006),ﬁrms’poor performances(Chen and Chien2004)or lower value(Gordon et al.2004a,b;Jian and Wong2004).7 The previous circumstances support the idea that these transactions represent a conﬂict of interest(conﬂict of interest hypothesis)and that they are inconsistent with shareholder wealth maximization(Emshwiller2003).To this extent,such a view encompasses agency issues and is consistent with an agency prospective(Berle and Means1932;Jensen and Meckling1976)where owners face moral hazard(lack of effort or misuse of company resources)and adverse selection by the CEO (misrepresentation of ability).Thus,risk sharing policies,monitoring,information systems are adopted and,in particular,mechanisms like CEO compensation and board structure are suggested.Once framed in such a context,related party transactions may imply the misuse ofﬁrm resources(moral hazard)and the misrepresentation of private information(adverse selection)too:their potential harm in eluding alignment mechanisms,like CEO compensation and board composition,is increasingly perceived.Moreover,the potential bias inﬁnancial statements,with a negative impact on their reliability and relevance,introduces further uncertainty and weakens the effectiveness of contracts aiming at reducing agency conﬂicts.In particular,according to agency theory(Fama1980;Fama and Jensen1983)an optimal board composition requires both executive members as well as external (non-executive)directors,thus monitoring becomes even more crucial when non-executive directors are involved(Gordon et al.2004a,b).Not surprisingly,theseﬁndings contributed in deﬁnitely shifting opinion in favour of the view that related party transactions represent conﬂict of interests, compromising directors’independence and monitoring functions,potentially serving deceptive and fraudulent purposes.Indeed this idea,has always largely prevailed,but corporate collapses and,to some extent,literature provided ultimate evidence of possible abuses and,moreover,a difﬁcult point to challenge.The risks of harm to company shareholders through self-interested decisions by directors,spoiling corporate wealth,are often stressed in business press and in regulators’positions,thereby favouring widespread acceptance of the prevailingly negative meaning of the term.The ability to inﬂuence the counterpart even in contrast with its own interests,the departure from terms applied in relationships with third parties and,last but not least,the potential wealth transfers are often recalled by S.E.C.and F.A.S.B.(F.A.S.57).The following quotation from the2008CONSOB8draft on related party transactions enlightens as to the cautions and adverse approach lying behind the suggested changes:‘‘In general,…,the existence of companies’interest in carrying 7Equity investors discount equity prices in order to account for potential agency issues(Claeessens and Fan2002)and related party transactions have a clear agency impact.8Italian Stock Exchange Commission.314M.Pizzo out related party transaction cannot be a priori excluded.In a few cases,they may be seen as efﬁcient transactions…’’.9Their economic soundness is not,in principle,rejected,but is clearly limited to few cases,and even then the asymmetrical information among insiders and outsiders leads to stricter regulation.Indeed,deﬁnitions like‘‘accounting mineﬁelds’’(Sherman and Young2001) clearly express the general mood.Not surprisingly,growing concern for abuses,lack of information symmetry, negative inﬂuence on directors’independence and integrity and weakening of monitoring functions is warranted among overseers and standard setters.In actual fact,newly introduced rules or principles,aimed at improving disclosure and implementing more effective monitoring procedures,represent a clear attempt to balance the above-mentioned risks and perceptions.Speciﬁcally,solutions enhancing conﬂict of interest provisions,such as:–monitoring procedures like board approval,independent directors involvement, audit committee evaluation,external independent opinion,assembly approval;–increasing disclosure concerning subjects,type of transactions,amount,terms and conditions,alignment with market conditions,etc.In fact,investors can analyse the possible expropriation and weight it in order to discount equity prices(Barth1994;Wilkins and Zimmer1983;Harris and Ohlson1987;Sami and Schwartz1992);–ban on some operations(i.e.employment-loans,prohibited by Sox in2002.Gain wide support and seem unavoidable measures to cope with the perceived risks.At the same time,the consistency of the above-mentioned measures with agency theory principles,that suggests monitoring,incentive alignment and control of managers to minimize the agency problems(Tosi2008),can be easily perceived.However,costs of monitoring and of reporting complexity increase sharply because of the former measures and they add on the potential economic costs associated with related party transactions(due to wealth transfers,earnings management,etc.)as well as the associated opportunity costs(often widely neglected).The overall resulting negative impact on performance can be legitimately presumed and could improperly represent a cage for this sort of transaction,to which recourse may be limited.3The conﬂict of interests theory:a critical perspectiveThe conﬂict of interests theory seems probably more sensitive to social needs,such as minority protection and capital market fairness and efﬁciency.Not surprisingly, its solutions are coherent with the growing concern for these dealings and the political climate around the issue.It could be argued that,to some extent,this perspective offers a‘‘political excuse’’to legitimate more binding,disclosure and monitoring requirements.9Courtesy translation and emphasis added,par.10.Related party transactions315 However,this approach is weakened by signiﬁcant drawbacks or loopholes,some of which are hereinafter brieﬂy examined and that are mainly related to conﬂicting empirical evidence and its inability to reﬂect the actual economic rationale behind these dealings.(a)Empirical evidenceEmpirical evidence neither always nor consistently accomplishes the expected outcomes.As previously seen,the literature supports contradictory conclusions too and gradually reveals,instead of a black and white picture,a multicoloured portrait, introducing distinctions and warnings which call for speciﬁc treatment.The idea that related party transactions are not all the same and only some categories may be considered harmful is slowly emerging:–the assumption that their presence might elevate the risk of fraud has not found supporting evidence(Bell and Carcello200010);–ex-ante transactions(i.e.carried out before listing or the acquisition/merger making both parties related)and Q ratios and operating performance are not inversely related,while ex-post ones play a negative inﬂuence onﬁrm value and performance and are associated with the likelihood of enteringﬁnancial distress or de-listing(Ryngaert and Thomas2007);–ﬁxed-rate loans from related parties are positively related with earnings management,but no evidence can be provided for other dealings,thereby supporting the overall conclusion that related party transactions do not necessarily imply earnings management(Gordon and Henry2005);–complex dealings or transactions with investments are positively related as far as both excess compensation and future shareholders’returns are concerned,but simple transactions(apart,however,from loans to related parties)may be negatively associated with future returns(Kohlbeck and Mayhew2004).Moreover,loans at below market rates let low-ownership directors increase their shares,aligning their interests with those of shareholders and,therefore, reducing agency conﬂict(Shastri and Kahle2004).It is therefore clear that empirical evidence does not always support the conﬂict of interests theory premises,while legitimates the assumption that related party transactions can pursue fair and economically sound business purposes,as hereinafter described.(b)Related party transactions and their economic rationaleThe economic features of many related party transactions do not consistently fall within the tight boundaries of conﬂict of interests theory and can even struggle with it.–tunneling does not necessarily imply the opportunistic wealth expropria-tion pursued by directors and/or controlling shareholder.It might be part ofa tax strategy aimed at reducing the overall effective tax rate of MNE or 10The authors compared companies committing or not committing fraud and did notﬁnd any statistically signiﬁcant difference in related party transactions between them.316M.Pizzo shareholders;for instance,interest deductions on intra group loans fromtax haven countries or costs charged to companies located in jurisdictionswith higher tax income rates(usually through licensing of intangibleproperty,SPE,sale of goods and services)shift income,raising concernamong tax authorities,but can be classiﬁed as neither self-interesteddecisions by directors nor necessarily harmful to minority shareholders;–a controlling shareholder may use private funds to temporarily support a company inﬁnancial distress in order to save it from bankruptcy.This sortof tunneling,known as‘‘propping’’in literature(Friedman et al.2003),isaimed at reviving theﬁrm and preserving controlling shareholder optionsto expropriate(tunneling)in the future and receive their share of proﬁts.Propping that is positively related to pyramidal structures(Friedman et al.2003),and is often associated with tunneling(Riyanto and Toolsema2004),is beneﬁcial to minority interests,acting as a sort of insurance forthem.An underlying implicit assumption behind conﬂict of interests theory is that related party transactions could have been carried out with a third party at arm’s length conditions,that is in a market exchange.The inﬂuence of neo-classic economic paradigms is clear.Once assumed that an efﬁcient market exists,where rational players may exchange their production and exploit the best available conditions,internal dealings must be regarded with suspicion;their economic rationale as well as their conditions are inevitably questioned.Unfortunately,this approach is mainly theoretical and conﬂicts with the actual business world.A market may not exist(technical,logistic,economic or political restraints or limitations do not allow for recourse to it or make the choice a deception),or it can be intentionally left apart as exchanges within the network established with related companies or the group itself may be more convenient,because they reduce transaction costs or offer new opportunities.Joint ventures among companies with different,interdependent skills may favour innovative products(or processes)or,by adopting a cost-cutting strategy,retain proﬁtability:for instance,in order to face sharp fuel price increases,partners may smooth competition practices among them,combine their production process and offer a common service or product through a joint venture.The transactions among the joint venture and its partners are consistent with a sound business strategy and represent a main goal of the new entity;they create an internal market where better business conditions or opportunities are available.One outstanding example could be offered by Macquarie Group Ltd,an Australianﬁnancial institution,well-known for privatization and securitization of public infrastructure(toll roads,airports,ports,water utilities,etc.).Investment funds grant theﬁnancial support for its investments;speciﬁcally,assets are grouped according to their nature or location and placed in a single fund that can be private or public traded.Macquarie manages the different funds,receiving fees for asset management, performance bonus and,in the event of listing,underwriting fees too.It is quite clearRelated party transactions317 that funds are projected,created and managed in order to be the arms of Macquarie Group Ltd.Does an alternative market for these funds exist(for instance,for a Korean fund)? Even so,investors opted for Macquarie.Legitimate concern for external investor protection11cannot question the economic soundness of these dealings.This business model is common to other competitors too,and criticism coming from the market made a growing number of these funds remain private rather than being listed.The examples provided and the above-mentioned studies clearly suggest that these dealings may also reﬂect,to a large extent,a sound business policy and be carried out in the best interests of the companies involved.4The efﬁcient transaction hypothesis:literature review and critical analysis In contrast with the previous approach,the efﬁcient transaction hypothesis assumes that related party transactions represent sound business exchanges,efﬁciently fulﬁlling underlying economic needs of theﬁrm.Therefore,they do not harm the interests of shareholders and emerge as an efﬁcient contracting arrangement where incomplete information there is.Moreover, possible beneﬁts may be:–contracting parties’representatives appointed as board members facilitate the achievement of better coordination of the different activities,quicker feed back or more insights;–deeper reciprocal knowledge as well as greater familiarity can justify transactions that are not feasible at arm’s length or create more convenient terms and conditions for both parties;–hold up problem may be mitigated;–these transactions may also supplement CEO and director cash remuneration or compensate them for increased risk.The view of related party transactions representing internal dealings,alternative to contractual or market exchanges,able to reduce transactions costs and overcome difﬁculties impairing production is consistent with the transaction cost theory (Coase1937;Williamson1985)and supporting evidence has been provided by many studies(Fan and Goyal2006).In particular,in institutional contexts without efﬁcient capital,labour and product markets,like many developing economies,information and agency problems,as well as market imperfections,increase risks associated withﬁrm activity,while group structures and internal dealings may provide a better allocation ofﬁnancial resources,economies of scale,easier access toﬁnance,more opportunities, increased inﬂuence,etc.11The company says that fees are benchmarked to the market or subject to external review and that fund management is autonomous.318M.Pizzo Therefore,internal capital markets may be created with beneﬁcial effects for the entire group when external funds are scarce and uncertain(Khanna and Palepu 1997);scale and scope of the groups permit difﬁculties impairing production in emerging countries to be overcome and make investment in these regions more likely and proﬁtable(Fisman and Khanna2004);sharing technological skills and advertising,associated with available groupﬁnancial resources,contributes to proﬁtability,supplementing inefﬁcient capital markets and reducing transaction costs(Chang and Hong2000;Moscariello2007).Nevertheless,evidence is not yet decisive(Khanna and Palepu2000)and the possibility of wealth transfers through internal dealings(Chang and Hong2000)is not excluded.Moreover,agency issues still play a role in shaping beneﬁts and costs of group afﬁliation and related problems reduce the beneﬁcial effects deriving from internal markets(Claeessens and Fan2002;Claessens,et al.2006).Unfortunately,the efﬁcient transaction approach does not seem a persuading alternative to the conﬂict of interests theory.Empirical evidence is not always supportive of its premises and,indeed,the idea that related party transactions always satisfy economic needs might be quite naı¨ve.Risks associated with these dealings,although only potential and not common to all the cases,can be neither ignored nor neglected.They may always represent a harm for shareholders and undermine conﬁdence in the capital market.Not surprisingly,the rules affecting related party transactions disclosure and monitoring have been largely inﬂuenced by the conﬂict of interests theory and the agency perspective,that provided some solutions to this risk,while the efﬁcient transaction approach has been of very little inﬂuence.5RPTs under a contingency perspective:some preliminary guidelinesBoth the above-mentioned research methodologies are affected by inconsistencies or deﬁciencies and,in providing almost diametrically opposite interpretations,they are unable to cope with different kinds of possible cases.Indeed,both schemes are methodologically biased.The possibility that the examined theories(conﬂict of interests and efﬁcient transaction hypothesis)could coexist is never taken into account.Transactions between related parties are abstractly analyzed through one of the theoretical framework,without making any reference to speciﬁc organization or institutional contexts that might affect the nature of similar operations.Consequently,they classify related party transactions only according to some of their features(risks in the former approach,beneﬁts in the latter),pointing out regulatory implications that result inevitably unbalanced as stressing just one side of the coin.Moreover,the article published so far on RPTs rarely consider possible complementarities or conﬂicts between corporate governance practices,so threat-ening the effectiveness and the efﬁciency of RPTs rules.As a matter of fact,in adopting a deductive approach,they simply set a range with increasing disclosure and monitoring requirements at one end and a substantial business freedom at the opposite end.The difference is not only theoretical but。

（关于外国投资者并购境内企业的规定）1

Certain Recent Entrepreneurial Responses to China’s Mergers &Acquisitions RulesArticle Contributed by:Simon Luk, Winston & Strawn LLPUntil the arrival of the worldwide financial crisis in late 2008, private equity in the People’s Republic of China (PRC) grew tremendously in recent years. The growth was spurred by offshore funds seeking to take advantage of the entrepreneurial talents of the private Chinese business community and Chinese entrepreneurs who wished to access foreign capital markets and re-invest in China under the more favorable guise of a foreign entity.The PRC regulatory authorities, including the Ministry of Commerce (MOFCOM) and the State Administration of Foreign Exchange (SAFE) became concerned about the loss of tax revenue, control of sensitive assets by offshore persons, and the redomiciling of assets, and decided to tighten regulatory controls on PRC entrepreneurs, and the venture capital and private equity community. Consequently, the PRC government issued stricter regulations imposing approval requirements on foreign investments, including the Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (关于外国投资者并购境内企业的规定)1, generally known as the PRC M&A Rules (the Rules) and several related regulations and guidelines.As a result, the once-prevalent “round trip” investment, which involved an offshore company owning a domestic business on mainland China, was largely curtailed. Chinese entrepreneurs and their advisors, in turn, responded to this increased regulatory oversight by employing certain investment vehicles aimed at avoiding the harsher effects of the new government rules, including structures popularly known as the “slow walk” arrangement and the “variable interest entity.” Both structures have triggered some debate among Chinese lawyers2 and entail some degree of risk for those who have resorted to them, as the following analysis will articulate.The 2006 PRC M&A RulesIt has been more than two years since MOFCOM, along with five other ministries—the State-owned Assets Supervision and Administration Commission of the State Council, State Administration of Taxation, State Administration for Industry and Commerce, China Securities Regulatory Commission, and SAFE—jointly issued the Rules. The Rules became effective on 8 September 2006. In brief, the Rules provide that if a Chinese domestic company merges with an offshore company established by the Chinese resident who controls such domestic company before the merger, an application must be made to MOFCOM for approval.One of the principal reasons for the implementation of the Rules was in response to the use of round-trip investment structures used by Chinese domestic businesses to take advantage of tax and other incentives that the PRC government has granted to non-Chinese businesses to stimulate foreign investment. In a round-trip investment structure, a Chinese entrepreneur would acquire his own domestic assets or businesses through a special purpose vehicle incorporated outside of China. By incorporating an offshore company and structuring it to own a Chinese domestic business, the Chinese entrepreneur could turn domestic assets and businesses into foreign-owned assets and businesses, entitling the entrepreneur to tax benefits available only to foreign investors. Although tax benefits were less of a motivating factor with the unification of the domestic and foreign tax law regimes, an important advantage of round-trip investment for Chinese entrepreneurs was that any subsequent change of ownership of an offshore holding company would no longer be subject to the approval of the Chinese authorities. Therefore, an offshore holding structure or “red-chip redomicile” provided more flexibility for Chinese entrepreneurs looking to attract foreign investment, since Chinese regulatory approval would not be necessary before an investment in, or purchase of, an offshore holding company. Foreign investors are generally more comfortable with investing in an offshore company incorporated in a tax haven because of the safety and flexibility such jurisdictions offer.© Bloomberg Finance L.P. 2009. Originally published by Bloomberg Finance L.P. Reprinted by permission.The Rules expressly require that parties to a merger or acquisition transaction involving Chinese companies and assets specify if the parties are associated with each other. If there are two parties that have the same de facto controller, the relevant parties must disclose the identity of the de facto controller to the approving authority and specify (1) the purposes of the transaction; and (2) whether the relevant valuation of the subject matter of the transaction represents a fair market value. The parties are prohibited to avoid this requirement by way of trust, nominee holding or other method. Since the enactment of the Rules, round-trip investment activities have been significantly curbed due to the difficulty in obtaining approvals. Accordingly, Chinese entrepreneurs and foreign investors have responded in a number of ingenious ways.Market Responses to the RulesIn response to the Rules, some Chinese and foreign market participants have devised new transactional structures aimed at avoiding the reporting requirements. Of particular interest are the “slow walk” arrangement (SWA) and the variable interest entity structure (VIE structure).“Slow Walk” Arrangement: Under a SWA, the owner of a PRC domestic business converts the domestic business to a foreign invested enterprise, usually a wholly foreign-owned enterprise, by selling the business to a special purpose vehicle owned by a third party. The special purpose vehicle is usually established in the British Virgin Islands or in Hong Kong. See Diagram I.Diagram IThe original owner (OO) is invariably the chief executive officer and chairman of a Chinese domestic enterprise before the sale to the special purpose vehicle. Because the OO is deemed key to the business, it is essential for the third party or the new owner to retain the service of the OO for the continued development of the business. As such, the new owner will enter into an earn-in agreement with the OO. Under the earn-in agreement, the new owner will, subject to satisfaction of certain conditions, grant a call option to the OO to purchase a controlling interest, usually over 50 percent, in the special purpose vehicle or its holding company which holds the original domestic business, over a period of time and in stages. The exercise price of the option is generally low, and very often the same as the par value of the shares.The conditions under which the call option may be exercised are usually linked to the entry of a binding employment agreement by the OO and/or attainment of certain profit levels by the group. In general, complying with the conditions will not be difficult. The option will have an exercise period similar to the term of the employment agreement with the OO. Such period may extend to as long as five years. Over such prolonged period, the OO will exercise the call option to require the new owner to gradually transfer the ownership of the business back to the OO. This is where the name “slow walk arrangement” originates. To secure the interest of the OO, the shares subject to the call option may be placed with a custodian upon signing of the earn-in agreement. This arrangement is structured as an incentive program for the key personnel. Therefore, in the application to the relevant Chinese authority to convert the domestic Chinese enterprise to a foreign invested enterprise, the OO is not regarded as being associated with the acquisition of the special purpose vehicle or the new owner. Some Chinese lawyers have taken the position that this arrangement will not be classified as a round-trip investment.It appears that no transaction adopting the SWA structure has ever been submitted to the Chinese authorities for clearance and no guidelines or rulings in respect of the SWA have been issued. Hence, the SWA does not seem to have been tested with the Chinese authorities. Because the Rules are worded very broadly and generally, the SWA may be deemed by MOFCOM as an arrangement made to avoid the application of the Rules.Besides the regulatory risk, the SWA is not hassle-free. With the controlling interest of the business held by a third party for a prolonged period, there is no guarantee that there will not be any disputes between the new owner and the OO over the direction, timing and valuation of fund raising exercises involving the business. As an example, the new owner’s compensation for participating in the SWA may be tied to a successful going public transaction, often accomplished via a reverse takeover of a listed shell company in the US over-the counter market. Particularly in light of the continuing financial crisis, the new owner may be motivated to complete a reverse takeover at the current low valuation over the objections of the OO, who would want to wait for a higher valuation. Disputes and lawsuits over the legality of the SWA may result. This may also pose potential management instability, which endangers the development of the business. The SWA has been described in SEC filings for a number of Chinese businesses that have raised funds outside China.Variable Interest Entity Structure: The VIE structure was in use even before the Rules became effective. It has been and still is widely used in businesses involving internet portals and other media related media in China, which prohibits direct ownership of such businesses by foreigners. Examples include Sina Corporation, Baidu, Inc. and Inc. See Diagram II.Diagram IIUnder a VIE structure, a domestic Chinese business is controlled, through various contractual arrangements, by a special purpose vehicle or an offshore entity. The OO of the domestic Chinese business becomes the beneficial owner by forming an offshore special purpose vehicle and simultaneously entering into a sale and purchase agreement with a Chinese resident for the sale of the domestic Chinese business. The Chinese resident would then sell the interest in the domestic Chinese enterprise to an independent third party, who must be a Chinese resident and would then become the legal owner. At the same time, the OO will enter into various contractual arrangements with the legal owner, which will normally include a technical service or support agreement to pay all or nearly all of the profits of the domestic Chinese enterprise in the form of service or support fees to the special purposes vehicle. As security for this arrangement, a loan agreement, share pledge and an option agreement will be prepared and executed. Under the loan agreement, the OO will advance to the legal owner sufficient funds to acquire the domestic enterprise from the OO. In return the legal owner will pledge the equity interest of the domestic Chinese enterprise in favor of the OO. The legal owner will also grant an option to the OO or its offshore vehicle to acquire the interest in the domestic Chinese enterprise. Under the contractual arrangements, the offshore entity will have all or nearly all of the profits and de facto control over the domestic Chinese enterprise for the benefit of the shareholders of the special purpose vehicle, which will include institutional investors.There is no need to make an application to MOFCOM for approval because a VIE structure only involves a transfer of the shares in a domestic Chinese enterprise between Chinese residents and there is no round-trip investment. The issue of round-trip investment is thereby avoided, at least formally. As with the SWA, there is no certainty that the VIE structure comports with the Rules. Also, the VIE structure suffers from the inability to transfer the assets and liabilities of the Chinese domestic enterprise to the special purpose vehicle, which will make listing in a foreign market difficult if not impossible. Finally, under international and U.S. generally accepted accounting principles, profits of the domestic Chinese enterprise are not included in profits of the special purpose vehicle unless the special purpose vehicle can demonstrate that it controls the Chinese enterprise through management or otherwise3.Despite these drawbacks, the VIE structure has been used in a number of recent fund raisings for expansion capital by Chinese companies seeking a listing or already listed in the U.S. The responses from institutional investors were encouraging until the arrival of the recent financialcrisis. The VIE structure has been used by Chinese companies engaged in all industries, including software, traditional industrial manufacturing, and natural resources mining.The Chinese government is keeping a close eye on the development of its economy, especially in the aftermath of the global financial crisis, to maintain a strict control regime. The Rules are an indication of its determination to assert control over what they regard as domestic Chinese assets. The Chinese government may impose tighter control over M&A activities involving Chinese entrepreneurs in order to preserve stability in both its foreign exchange policy and national capital account. Investors investing or planning to invest in structures similar to the ones described above should take into account the regulatory risks involved.Simon Luk, a partner in the firm’s Hong Kong office, is chairman of Winston & Strawn’s Asia practice. His practice focuses on international corporate securities. Mr. Luk represents multinational corporations in cross-border mergers and acquisitions, U.S. capital market fund raising, compliance with regulations of the Securities and Exchange Commission, and the acquisition of assets and brand names. Mr. Luk serves as honorary legal adviser to the Chamber of Listed Hong Kong Companies, the Hong Kong Electronics Association, the Toy Manufacturers Association of Hong Kong, the Hong Kong Electrical Appliances Manufacturers Association, the Hong Kong Young Industrialists Council, the Monte Jade Science and Technology Association of Hong Kong, the Hong Kong Brands Protection Alliance, and the Hong Kong Shandong Business Association.Email:****************.The views expressed herein are the author’s own and do not represent those of Bloomberg Finance L.P.1AvailableinSimplifiedChinese.See,forexample:/fortune/2006-08/10/content_4944032.htm.2There is no unified view as to the viability of such methods. For example, in his book titled “Venture Capital & Private Equity in China” (2008) published by Law Press China, Joseph Chan said on page 809 that “[a] literal reading of the definition of “mergers and acquisitions” under the [Rules] would appear to exclude from its scope of application certain contractual relationships that are commonly seen in venture investments in the restricted or prohibited sectors in China. Such contractual relationships are often referred to as the “Sina model” contracts…While there is no consensus yet on the applicability of the M&A Regulations to the Sina model contracts among industry players…It is unclear whether MOFCOM will broaden the scope of the M&A Regulations to cover the varied forms of the Sina model contracts.”3“Consolidation of Variable Interest Entities” - Financial Accounting Standards Board Interpretation No. 46R.。

立法文件的特定词语及翻译

立法文件的特定词语及翻译泛瑞翻译在立法文件中，有一些特定的词语经常被使用，进行形成了一些规定的语法结构。

熟悉和把握这些特定的词语的使用方法及翻译翻译，对于提髙立法文件的翻译水平大有裨益。

(一)subject to在法律条文中，“subject to”短语经常得到使用，以上文中提到的《1980年联合“subject”国国际货物销售合同公约》为例，该公约中“subject to”总共出现了10次。

可以翻译成“根据……”，“在……的条件下须受……限制/规限”，“须经……”等。

例1 ：Declarations made under this Convention at the time of signature are subject to confirmation upon ratification，acceptance or approval.(依本公约规定在签字时做出的声明,须经批准、接受或核准等方式加以确认。

）例2:Subject to its memorandum and articles, a company may make application to the Registrar in the approved form to change its name or its foreign character name.(依公司组织大纲或公司章程，公司向登记官递交审批表申请改变公司名称或公司外文名称。

）例3: A contract of sale need not be concluded in or evidenced by writing and is not subject to any other requirement as to form. It may be proved by any means，including witnesses.(销售合同无须以书面形式订立或以书面形式证明，在形式方面也不受任何其他条件的限制。

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