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    北京市金杜律师事务所

    时间:2020-08-03 08:17:16 来源:达达文档网 本文已影响 达达文档网手机站

     

     北京市金杜律师事务所

     关于湘火炬汽车集团股份有限公司股权分置改革的法律意见书

     致:湘火炬汽车集团股份有限公司

     北京市金杜律师事务所(以下简称“金杜”)是经中华人民共和国司法部及北京市司法局批准设立的中国律师事务所。现受湘火炬汽车集团股份有限公司(以下简称“湘火炬”或“公司”)的委托,金杜作为公司本次股权分置改革(以下简称“本次股改”)的特聘专项中国法律顾问,根据《中华人民共和国公司法》(以下简称《公司法》)、《中华人民共和国证券法》(以下简称《证券法》)、《上市公司股权分置改革管理办法》(以下简称《管理办法》)以及中国证券监督管理委员会(以下简称“中国证监会”)和国务院国有资产监督管理委员会(以下简称“国资委”)颁布的有关规定,出具本法律意见书。

     为出具本法律意见书,金杜律师根据中国法律及金杜与公司签订的委托合同的要求,对公司本次股改的相关事项进行了审查,审阅了有关公司本次股改的主体资格、公司非流通股股东的持股情况、本次股改方案的主要内容和相关协议、非流通股股东的声明与承诺、本次股改的批准及授权等方面的文件、资料,并就有关事项向公司的董事以及高级管理人员进行了必要的询问和调查。

     在查阅相关的中国法律,并审查上述相关文件和资料后,金杜基于下列假设,出具本法律意见书:

     公司已经向金杜提供了金杜认为为出具本法律意见书之目的所需要的文件的复印件,并且已经将全部相关事实向金杜披露,无任何隐瞒、遗漏、虚假或误导之处;

     公司向金杜提供的所有文件(包括原始书面材料、副本材料或口头证言)均是真实、准确、完整和有效的;

     公司向金杜提供的所有契约性文件均经当事各签约方依法授权、签字盖章;

     公司向金杜提供的所有文件上所有签字与盖章是真实的,复印件均与原件的内容完全一致;

     上述各份文件的原件在其有效期内均未被有关政府部门撤销,且于本法律意见出具日均由各合法持有人持有。

     对于本法律意见书至关重要而又无法得到独立证据支持的事实,金杜依赖于有关政府部门、公司提供的证明文件出具本法律意见书。

     金杜仅就本法律意见书出具日以前已经发生或存在的事实根据中国现行有效的法律、法规、规章、规范性文件及中国证监会的有关规定发表法律意见。

     本法律意见书仅供公司为本次股改之目的使用,不得用作其他任何目的。

     金杜同意将本法律意见书作为公司本次股改所必备的法定文件,随其他申报材料一起上报,并依法对所出具的法律意见承担责任。

     金杜依据中国法律,遵从中国证监会和深圳证券交易所(以下简称“深交所”)的相关要求,按照律师行业公认的业务标准、道德规范和勤勉尽责精神,履行法定职责,遵循勤勉尽责和诚实信用原则,对公司提供的相关文件和有关事实进行了核查和验证,现出具法律意见如下:

     一、公司的主体资格

     经本所律师适当核查,

     1、公司系经湖南省人民政府办公厅(以下简称“省政府办”)湘政办函〔1992〕329号文批准,由原株洲火花塞厂独家改组发起,采用公开募集方式设立,并于1993年12月30日在湖南省工商行政管理局注册登记的股份有限公司。公司注册前,经中国证监会证监发行字【1993】54号文批准,公司向社会公开发行3400万股人民币普通股(A股),经深圳证券交易所深证市字【1993】第67号文批准,公司向社会公开发行的3060万股A股,并于1993年12月20日在深圳证券交易所上市。

     公司现持有湖南省工商行政管理局核发的注册号为4300001000391号《企业法人营业执照》,注册资本为人民币93628.7万元,法定代表人为谭旭光。

     ?2、公司为永久存续的股份有限公司,未发现其存在有破产、解散、清算以及其他根据国家法律、法规、规范性文件和公司章程的规定需要终止的情形。公司已通过2005年度工商年检,依法有效存续。

     ?

     3、截至本法律意见书出具日,未发现公司存在有《管理办法》第十九条规定的因涉嫌违法违规正在被立案调查的情况以及其他异常情况。

     ?

     据此,金杜认为,公司依法设立,且有效存续;未发现公司存在有《管理办法》第十九条规定的因涉嫌违法违规正在被立案调查的情况以及其他异常情况,具备实施股权分置改革的主体资格。

     二、公司股本结构及其演变

     ?

     经本所律师适当核查,

     

     1、公司设立时股本结构:

     股份类别 股份数量(万股) 股份比例 株洲市国有资产管理局 3400 50% 职工股 340 5% 社会公众股 3060 45% ?总股本 6800 100%

     2、公司设立后经数次送、配股、股份转让、资本公积金转增股本、股份划转,截止本法律意见书出具之日,公司股本结构如下:

     股份类别 股份数量(万股) 股份比例 潍柴动力(潍坊)投资有限公司? 26327.952 28.12% 株洲市国有资产投资经营有限公司 7439.76 7.95% 社会公众股 59860.944 63.93% ?总股本 93628.656 100%

     经核查,金杜认为,公司股本结构的形成及历次股权变动均履行了必要的批准、登记等程序,且合法、合规、真实、有效。

     三、参与公司股权分置改革的非流通股股东及其实际控制人

     公司非流通股股东基本情况

     经本所律师适当核查,截至本法律意见书出具日,公司非流通股东有两家,分别为潍柴动力(潍坊)投资有限公司(以下简称“潍柴投资”)和株洲市国有资产投资经营有限公司(以下简称“国资公司”),该等非流通股东合计持有公司非流通股股份数337,677,120股,占公司总股本的36.07%,占公司非流通股股份总数的100%。

     1、潍柴投资现为潍柴动力股份有限公司(以下简称“潍柴动力”)下属全资子公司。根据潍柴投资经2005年度工商年检的《企业法人营业执照》,其注册地位于山东省潍坊市;法定代表人为徐新玉,注册资本为人民币1,638,000,000元;经营范围包括:以自有资产对外进行项目投资和管理、企业经济担保、投资咨询(以上范围需资质证书的评资质证书开展经营,不含国家法律法规禁止或限制性项目);经营期限:永久存续。

     经本所律师适当核查,潍柴投资于2006年3月将其持有的公司35,579,520股股份质押给中国进出口银行深圳分行,用于为公司向中国进出口银行深圳分行申请14,000万元贷款提供质押担保,贷款期限为2006年3月31日至2007年3月31日,该等股份股份质押已办理了登记手续,质押期限为2006年3月31日起至还款截至日。未发现潍柴投资所持公司其他股份设置任何质押或任何第三者权益或存在潍柴投资对湘火炬的资金占用情况。

     2、国资公司为株洲市国有资产监督管理委员会履行出资人职责的国有独资有限责任公司,?根据国资公司经2005年度工商年检的《企业法人营业执照》,公司注册地位于湖南省株洲市;注册资本为人民币222,112,000元;经营范围为国有资产投资、经营。未发现国资公司所持公司股份设置任何质押或任何第三者权益。

     (二)潍柴投资的实际控制人

     潍柴投资的实际控制人为潍柴动力,根据潍柴动力经2005年度工商年检的《企业法人营业执照》,公司注册地位于山东省潍坊市;注册资本为人民币330,000,000元,企业性质为香港联交所主板H股上市公司,经营范围包括:柴油机及配套产品的设计、开发、生产、销售、维修、进出口。

     经本所律师适当核查,截至本法律意见书出具日,上述非流通股股东及潍柴动力均合法有效存续。

     (三)公司非流通股股东之间的关联关系

     ?

     经本所律师适当核查,截至本法律意见书出具之日,公司非流通股股东之间不存在关联关系。

     (四)公司非流通股东及潍柴动力买卖公司流通股份情况

     

     根据公司非流通股东及潍柴动力所作承诺,公司全体非流通股股东、潍柴动力在公司董事会公告股权分置改革说明书的前两日均未持有公司流通股股份,也不存在前六个月内买卖公司流通股股份的情况。

     综上所述,金杜认为,公司本次参与股权分置改革的非流通股股东及潍柴动力均为依法成立且有效存续的企业法人。潍柴投资所持公司股份的质押事宜不会对本次股权分置改革构成实质性障碍,除此之外公司其他非流通股股份未发现设置任何质押或任何第三者权益。未发现公司上述非流通股股东和潍柴动力不具备参与公司股权分置改革合法主体资格的情况。

     四、本次股权分置改革方案

     经本所律师适当核查公司董事会拟订的《股权分置改革说明书》中提出的本次股权分置改革方案,金杜认为,公司本次股改方案通过换股吸收合并的方式实现了国资公司所持公司非流通股的换股上市流通,同时确保公司流通股股东通过换股取得的吸收合并完成后潍柴动力股份继续具备流通性,从而消除公司股权分置状态。未发现《股权分置改革说明书》所述方案的有关法律安排存在违反国内有关法律、法规的情况。

     五、本次股权分置改革方案的实施程序

     (一)本次股改方案的实施已经履行的程序

     截止至本法律意见书出具之日,就本次股改方案的实施已履行如下程序:

     1、公司已聘请中信证券股份有限公司和华欧国际证券有限责任公司担任保荐人协助制定股权分置改革方案、聘请东方证券股份有限公司担任独立财务顾问,聘请金杜提供相关法律服务,并与保荐机构及其委派的保荐代表人、东方证券股份有限公司、金杜及其委派的律师、非流通股股东、公司董事会及潍柴动力签署了保密协议,约定各方在股权分置改革方案公开前不得泄漏相关信息及事项;

     公司、潍柴动力董事会均已初步审议并通过本次股改方案;

     公司4名独立董事已就公司本次股改方案发表独立意见,同意公司本次股改方案;

     国资公司已向湖南省国有资产监督管理委员会(以下简称“省国资委”)提交本次股权分置改革相关文件,省国资委已经出具《上市公司股权分置改革国有股股权管理备案表》,原则同意本次股权分置改革方案。

     (二)本次股改方案的实施尚需履行的主要程序

     截止至本法律意见书出具之日,根据公司提供的关于本次股改实施的工作安排,本次股权分置改革尚需履行如下程序:

     公司和潍柴动力签署吸收合并协议;

     公司股东大会暨相关股东会议、潍柴动力股东大会及其类别股东会议批准本次换股吸收合并及股改方案;

     中国证券监督管理委员会核准本次换股吸收合并及相关事宜;

     国务院国有资产监督管理委员会批准本次换股吸收合并及国有股股份变动事宜;

     商务部和/或其他相关主管机构批准本次换股吸收合并及相关事宜;

     深圳证券交易所核准了本次换股吸收合并相关事宜;

     潍柴投资和湘火炬依法办理注销登记程序。

     综上,金杜认为,公司在现阶段就本次股改方案的实施程序符合《公司法》、《证券法》和《管理办法》等相关法律、法规的要求。

     六、结论性意见

     综上所述,金杜认为,公司具备进行本次股改的主体资格;申请参与本次股改的非流通股股东、潍柴动力具备参与本次股改的主体资格;公司本次股改涉及的相关法律文件在形式及内容方面符合《公司法》、《管理办法》等有关法律、法规及规范性文件的规定;未发现《股权分置改革说明书》所述方案的有关法律安排存在违反国内有关法律、法规的情况;公司在现阶段就本次股改方案的实施程序符合《公司法》、《证券法》和《管理办法》等相关法律、法规的要求。

     本法律意见书正本一式五份,经本所承办律师签字并经本所盖章后生效。

     (下接签字页)

     (本页无正文)

     北京市金杜律师事务所 承办律师:

     白彦春

     

     张永良

      二○○六年九月二日

     One hundred party knowledgeThe current and future periods, the development of the party staff's work principle is: "adhere to the standards, and ensure the quality, improve the structure, Shen heavy development." this is according to the temporary task and team members, facing the party, and the experience of the development of party work since the founding of new China, put forward the basic lessons. The meaning of this policy is to show the party members must strictly adhere to the provisions of the constitution of the party standard, and ensure the quality of new party members, and should help to gradually improve the structure by team members, all to improve the quality of Party members, improve the fighting capacity of the party, strengthen the party in the whole society and influence cohesion.The development of party work "sixteen words" policy, is an organic whole of dialectical unity, to fully understand and grasp the "Kennedy. Adhere to the standard" refers to the development of Party members must strictly adhere to the provisions of the constitution of the Party member standard, not lower standards or other standards. "Quality assurance", is to correctly handle the number of fingers with the quality of work, relationships, need and possibility, put quality first. "Improve structure", refers to the development of new party members to pay attention to reasonable structure, gradually improve the structure and distribution of Party members of the team, and to better play the role. "The party carefully". Is a must adhere to the individual absorption The principle of the development of a mature one, and strictly perform in the admission procedure, to prevent the Party member does not have the conditions of the people absorbed into the party. In the development of party work, it must understand correctly and comprehensively implement the "twenty-six words" policy, and avoid one sidedness and blindness, to ensure that work normally.The Communist Party is the working class with communist consciousness of the vanguard fighters are materialists and no atheists. The Communist Party only faith Ma Marxism Leninism, Mao Zedong thought, Deng Xiao Xiaoping theory and "Three Represents" important thought, not religion. On religion or have a strong religious feelings of the people can not develop to join the party.China is a multi-ethnic country, the common belief on ethnic minority areas, to participate in some people with ethnic customs and religious activities. In order not to distinguish from the masses, and just respect the national custom, in addition to some traditional funeral ceremony and the masses festival activities, should not be regarded as a religious faith to participate in religious activitiesThe chapter states: over 18 years old China workers, peasants, soldiers, intellectuals and sub sub advanced elements of other social strata China can apply to join the Communist Party.This is because: stating that 18 is the age limit for the party, because of a general, one to 18 weeks old to adult, can have a really determined political judgment, have the ability to force established their political beliefs and personal life ambition. At the same time, the provisions of the constitution apply please join the party people must have Chinese nationality citizens, foreigners will not be workers, peasants, soldiers, intellectuals and knowledge of other social strata to the advanced elements.The condition is applied to join the party constitution first stipulation: "over the age of eighteen China workers, farmers, soldiers, intellectuals and other advanced elements of his class, that program and constitution of the party, the party is willing to participate in an organization and in which work actively, carry out party resolutions and schedule accept pay Party membership dues, may join the Communist Party of China China application." this is the minimum requirement of Party members.The "recognition of the party's program and constitution" for the party. Please condition because the Communist Party is to China is the creed of the party and the constitution as the basis, in accordance with the unified organization of democratic centralism woven together, is highly consistent. On the thought political revolutionaries from the composition of the combat team may not. Is a simple combination of individual members.The party's program and regulations stipulate the nature of the party, the guiding ideology of the party, the party in the basic line in the primary stage of socialism, the ultimate goal of the party and the party's self construction of the basic requirements, it is the highest standards of ideological unity in the party's actions. At the same time, the party's program and chapter charter regulate the political life of the party, the unity of the whole Party action and the handling of personal and group organization, the basic norms of the relationship between the organization and the organization. This platform, the nature and function of the party constitution, the party is decided it is established, the foundation of survival and development. The recognition program, the party is in the mind, politics, organization, action. The premise of the same height. If the party does not recognize the awakening and abide by the party's program and constitution, each line is the party will, from the ideological, political and organizational collapse. So the Party Constitution stipulates that each joining the party everyone must admit the party program and constitution.In an organization of the party, the Communist Party members must refer to a branch of the Department into the party, group or a specific organization, and the organizational life in which, accept supervision of the party. In this issue, Lenin Martov launched a fierce struggle to fight. Martov advocated just admit party Manifesto and constitution don't have to attend a party organization, Party members can do, what each of the strikers can even put forward the "name" party. Lenin firmly opposed to this claim, he believes the party members should not only admit party principle, constitution, an organization and must participate in the party. Only in this way can the party become free the production of advanced class The organization of the army team, formed a strong fighting collective body, shoulder the great historical mission. If the party that does not participate in the program, the chapter of the party organization, the party will become a distraction for the club.The party has the obligation to undertake allocation, party organization work, and try to do it well. The party organization work assigned, including the political work of the party and the party's mass work. For example, in Party organizations at all levels of leadership, participation in Party education, contact the Department in the work of the masses and the promotion of the mass transfer work, participate in the development of party work, participate in various mass organizations work and social work. The party organization should root according to the specific circumstances, to each party member assigned to suitable jobs, and to inspect and guide. Each party must consciously accept the party organization and complete the assigned tasks. Active play Exemplary vanguard role of Party members.The party's decision, is the achievement of the overall objectives of the party, the general task, in a certain period of time, for a job or something, or by Party Congress Party Congress or the Party committee collective discussion, all members must carry out the party's decisions are matters. The collective wisdom of the Communist party, reflects the party and the interests of the vast majority of Party members, party the success of the party's cause. If there is a different meaning for the party's resolution can be retained or to higher Party organizations until the central reflect, but the action will not have to perform take the required attitude. And each one takes what he needs but if Each party can go their own way, so party unity would suffer bad, there would be no party fighting. So, applicant for Party membership to carry out the party's resolution is necessary. It does not follow the party's resolution are not allowed to become party members.Because party members pay membership dues are party members care for the career of the party, the party's economic aid, is also a party has organized logo ideas. At the same time, according to pay membership dues, not just party organizations to pay some money, but also cultivate a sense of organization of various means of Party members, and more is the party with strong strong party spirit and strict performance requirements. The organization, Party comrades should fully understand the importance of pay membership dues, was approved as a probationary member, consciously according to certain standard pay dues.The Constitution also stipulates that if the party fails to pay dues, should be subject to serious criticism and education, even to give disciplinary action necessary. Party member if there is no legitimate reason not to pay dues for 66 consecutive months, is considered to be self defections, should make the decision of branch congress and approved by the higher Party organizations must this guidance, Party members removed.The requirements of each party membership will must be given to the party. Please apply for applicants for Party membership application please book is written into the party, in order to show that the political party organizations choose their solemn party organization, to learn about your own beliefs and requirements, to facilitate the party organization investigation to self consciousness land, education and training.Is the party application form to the applicant for Party membership to the party organizations to express their wishes, strictly speaking, no fixed format. But the general should include the following basic contents: why do you want to join the party, mainly write about their own understanding of the party and the motivation of joining the party machine; their political beliefs, grow through experience and thought, work, study, work style and other aspects of the situation. The Party of the party. His attitude towards how to actively seek to join the party organization, the expression of determination and future work have the requirements to join the party, learning, life and other aspects of the plan.In general, the party should join the party request by the applicant to the Party Organization formally submit a written application to join the party. So the request, because Chinese is the Communist Party is the realization of communism will be as a political group for their ultimate goal. Each of the group members, should consciously to do whatever on when and where to take the interests of the individual to obey the party and the people's interests, not out of difficulties and hardships, not afraid of bloodshed, as for the implementation of the party's programme of work actively to establish a life-long struggle for the cause of communism. The Party comrades, is a very serious matter. Apply to join the party meaning A well prepared for a member of the Communist Party's responsibility, in the time of the party and the people need, can hesitate to sacrifice yourself everything. It is not a constant emotional impulse, also no half little force and force, must adhere to the principle of completely Kennedy. Only willing to applicant for Party membership after serious consideration into account, directly apply to the party organization, in order to truly express their political pursue and determination. On the other hand, with the continuous progress of the society, people's cultural level unceasing enhancement, the general situations, party people have written our party wishes to Ability. Therefore, applicants for Party membership to submit a written application to the party organization, as well as Zhuang serious, is fully able to do that.Write an application to join the party, please apply for Party membership to the party that he has joined the party's desire and determination. On this very serious one thing, write the party application Shen people should pay attention to the following questions: (1): to seriously study the party constitution and relevant basic knowledge of the party, to truly understand the solution party. Based on the full understanding of the party, a comprehensive understanding of the party, solemnly made his political choice, establish the correct motivation to join the party party. On this basis, to contact the Department of actual thinking about their understanding of the party, to the party organization to heart, should not just copy the copy books, not to talk about real thoughts ((2). To be honest and loyal to the party, truthfully report to the party since. Has the political calendar history, I experience, social relations and its impact on their own on the situation, may not conceal or falsify. ((3) applications from the writing I. As a result of low level of education or other special reasons can not personally write to write, by my dictation, please others to write, but to explain himself to self written reasons, and signed by the applicant by stamp or thumbprint to Party organization.Apply to join the party should submit a written application to the general Party organization. This is because in a peaceful environment, the party application please people who generally have certain cultural knowledge, have the ability to write an application to join the party. Membership is a very strict and serious thing, unless you do not have the necessary conditions and ability, the applicant shall be required in the party to the party as written expression of their own will.The man was seriously ill because of membership, low cultural level, residual disability and other reasons, it is difficult to write an application to join the party, either by themselves, please help dictate the other comrades to write. But from writing applications to real expression of the applicant's understanding and attitude toward, and that the applicant can not personally self writing the reason, finally by applicants signature stamp or by hand.An application to join the party is the applicant for Party membership to the party organization to express their requirements to join the party's desire to express their political pursuit and determination for a form. One party is required, after serious consideration into account, is willing, is a serious political choice. Write the party for Shen the book is a very serious matter. Therefore, most of the requirements of the party who everyone write applications look very heavy, in addition to the content to reflect their true thoughts, to express their requirements into the desire to join the party, in the form of think of as beautiful, neat, clear, consistent with this applicants with psychological. In addition, With the continuous improvement of the level of science and technology, office automation degree is more and more high, many units have been the real implementation of the paperless office, document processing are operated by computer is. In this case, the party who write requirements in applications with computer printing, should should be allowed to be clear. Is a print, the party application, the applicant must be a signature stamp or thumbprint India. The Party branch must take this off at the receiving party application. This book is both responsible for the party organization, is also responsible for the party in the applicant.The Constitution clearly pointed out that the Communist Party members to "the party faithful honest and consistent". This not only is for every member of the requirements, also apply to join the Party comrades on each request. The so-called "honest", is to be open-minded, bright and Lei, loyal to the party and the people, loyal to the socialist society and the cause of communism, not to resort to deceit, not to conceal their problems, reflect the situation to the party, don't hide their shortcomings and mistakes. This is the basic requirement of each member to join their team Wuwu party.Honesty is decided by the nature of party loyalty to the party. The party except for the workers class and the broad masses of the people's interests, no special interests of their own. For each party comrades must be honest and loyal to the party, this is the new stage of the new century, need economic and strategic objectives the development of the society. The construction of socialist Chinese to each application to join the Party comrades can faithfully faithfully implement the party's line, principles and policies on the needle, thought in politics, the height of the party, consistent action. The party is not one of the table, is not for the party say in words, words and deeds are not A, even playing double faced style. This phenomenon must be resolutely overcome and correct decision, must from the application into the Party comrades. Only the start each party and each application to join the party with Comrade can follow the party will really improve the will of one heart and one mind, the combat effectiveness of the party organization.Be honest and loyal to the party: (11) to conscientiously study Marxism Leninism, Mao Mao Zedong thought, Deng Xiaoping theory and the important thought of "Three Represents", study the party's basic theory, basic line, basic program and basic experience, establish a correct outlook on life, overcoming the "honest people suffer" thought Comrade Zhou Enlai once said: "the most intelligent smart people in the world is the most honest people, because only the honest people can have it real and historical test. Only a set of wholehearted service to the people life outlook on life, be willing to tell the truth, do honestly, honest people do consciously, for the realization of communism Righteousness and selfless work. (2) to adhere to the principle, according to Party policy. For a request for the Party comrades, can adhere to the principle, according to the party's policy, is an important symbol to measure him honest and loyal to the party is the party. Therefore, in the matter of principle that is the party's line, principles, policies and other major issues, we must proceed from reality in everything, selfless and fearless, adhere to the principles, and be impartial and, no matter what the circumstances, have been tested, do not damage the party's interests. To dare not tell the truth. Do not tell lies. Truthfully report to the Party Organization Department in all aspects of their situation. Don't be on their own shortcomings, mistakes, but also to take the initiative to speak clearly to the party organizations, consciously put themselves in the supervision and help of the party organization.The party is a dynamic motivation, individual party the subjective reasons, that is to say his inner heart is not what want to join the party.All striving for and actively participate in the molecular China of the Communist Party, must correct motives are correctly solve the problem.. why constitution stipulates that the second party: "China were members of the Communist Party of the working class is Chinese with communist consciousness of the vanguard fighters. China Communist Party members must fully serve the people whole heart. All at the expense of personal sacrifice, for the realization of Communist struggle for life. China forever is a member of the Communist Party of the working people. In addition to laws and regulations within the scope of personal interests and the authority to work at all, Communist Party members must not seek any personal interests and privileges." the provisions of And for all people to volunteer for the party team, must establish a scientific outlook of communism, there must be for the realization of communism struggle to fight, even at the expense of all their determination to have the idea of serving the people wholeheartedly for the people, we must consciously obey the party and the people's interests with a personal interest, suffer first, enjoy, G has been dedication, not the name, not for profit, and definitely not. In all the difficulties and danger, can stand out the heroic struggle. Only with this motivation and persistence to everyone, only may be a true communist. Who do not like people, can not become a member of the Communist Party. To establish the correct motivation of joining the party, and the party organizations and Party members rely on help education, but mainly rely on their own subjective effort.The development of the Party member of the Communist Party of Chinese "work rules (Trial)" provisions: Party activists called through training and education for more than a year later, it can be classified as the development object. The reason is because in such requirements, apply to join the partycredit history, individual score of the borrower, loan purpose, source of payments, repayment options, guarantor of basic information and for loan amount, term, interest rate, payment methods, such as recommendations, if the customer agreed to process the business

     One hundred party knowledgeThe current and future periods, the development of the party staff's work principle is: "adhere to the standards, and ensure the quality, improve the structure, Shen heavy development." this is according to the temporary task and team members, facing the party, and the experience of the development of party work since the founding of new China, put forward the basic lessons. The meaning of this policy is to show the party members must strictly adhere to the provisions of the constitution of the party standard, and ensure the quality of new party members, and should help to gradually improve the structure by team members, all to improve the quality of Party members, improve the fighting capacity of the party, strengthen the party in the whole society and influence cohesion.The development of party work "sixteen words" policy, is an organic whole of dialectical unity, to fully understand and grasp the "Kennedy. Adhere to the standard" refers to the development of Party members must strictly adhere to the provisions of the constitution of the Party member standard, not lower standards or other standards. "Quality assurance", is to correctly handle the number of fingers with the quality of work, relationships, need and possibility, put quality first. "Improve structure", refers to the development of new party members to pay attention to reasonable structure, gradually improve the structure and distribution of Party members of the team, and to better play the role. "The party carefully". Is a must adhere to the individual absorption The principle of the development of a mature one, and strictly perform in the admission procedure, to prevent the Party member does not have the conditions of the people absorbed into the party. In the development of party work, it must understand correctly and comprehensively implement the "twenty-six words" policy, and avoid one sidedness and blindness, to ensure that work normally.The Communist Party is the working class with communist consciousness of the vanguard fighters are materialists and no atheists. The Communist Party only faith Ma Marxism Leninism, Mao Zedong thought, Deng Xiao Xiaoping theory and "Three Represents" important thought, not religion. On religion or have a strong religious feelings of the people can not develop to join the party.China is a multi-ethnic country, the common belief on ethnic minority areas, to participate in some people with ethnic customs and religious activities. In order not to distinguish from the masses, and just respect the national custom, in addition to some traditional funeral ceremony and the masses festival activities, should not be regarded as a religious faith to participate in religious activitiesThe chapter states: over 18 years old China workers, peasants, soldiers, intellectuals and sub sub advanced elements of other social strata China can apply to join the Communist Party.This is because: stating that 18 is the age limit for the party, because of a general, one to 18 weeks old to adult, can have a really determined political judgment, have the ability to force established their political beliefs and personal life ambition. At the same time, the provisions of the constitution apply please join the party people must have Chinese nationality citizens, foreigners will not be workers, peasants, soldiers, intellectuals and knowledge of other social strata to the advanced elements.The condi

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