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An offline event with a group of foreign diplomats on Huawei
Prof. Wang Jun on Huawei's Ownership & Governance Structure
On Feb. 1, your Pekingnologist published Who Really Owns Huawei? A response to Professors Balding and Clarke, a translation of 华为的股权与治理结构 (Mandarin) by 王军 Wang Jun, an associate professor with the China University of Political Science and Law, without his knowledge.
Christopher Balding, then an associate professor with the Fulbright University Vietnam, apparently responded to the newsletter on his personal website soon afterward, which your Pekingnologist promptly published on Pekingnology.
One foreign diplomat reached out to your Pekingnologist who then reached out to Prof. Wang, ultimately leading to a two-hour offline event on Thursday, May 13, in Beijing with a group of foreign diplomats.
The event featured Wang responding to the diplomats’ questions gathered beforehand, based on his independent research upon open-sourced information. Your Pekingnologist largely acted as a translator and interpreter. Both took part in a personal capacity, not representing anybody else including Huawei, which did not participate or contribute to the event.
The event was held in a third-party commercial site - the rent paid by a foreign embassy - under Chatham House Rules, and it was agreed that the content of the event would be published here but the other participants would only be identified as “a group of foreign diplomats.”
To fully comply with the agreed terms, your Pekingnologist didn’t make any audio or video recordings, which made the accurate documentation of live questions and answers difficult. So this newsletter will only publish Prof. Wang’s prepared answers - which he delivered in English at the event - with minor editing. To ensure there is no misrepresentation, a draft of this newsletter was circulated before publication and received no objection from the foreign diplomats.
To make the reading and potential sharing easier, the following PDFs have been prepared by your Pekingnologist and uploaded to Google Drive:
1) An updated translation of Prof. Wang’s Mandarin paper which is largely the same as the Feb.1 newsletter Huawei’s Ownership and Governance Structure
2) Prof. Wang’s prepared PowerPoint slides shown at the event
3) Prof. Wang’s prepared response (including footnotes) to the diplomats’ questions gathered beforehand, which is translated by your Pekingnologist and detailed below (without footnotes).
Let your Pekingnologist thank everyone especially those taking upon them to organize the event. It is his personal opinion that many more good-faith, substantive, and straightforward exchanges between Chinese and foreigners are called for in these increasingly polarizing times and he is open to similar occasions in the future.
Huawei’s Ownership and Governance Structure
——Wang Jun’s Presentation to A Group of Foreign Diplomats
Hi everybody! My name is Wang Jun. My main academic interest focus on enterprises and company law. I am particularly interested in case studies. Why I study Huawei’s ownership structure? It is not only because Huawei is a very successful company, but also because Huawei's development history reflects the institutional evolution in China since the "reform and opening up". For example, Huawei's employee shareholding is very representative. Another reason is that China’s Company Law could also learn many lessons from Huawei’s experience.
Employee shareholding is a relatively common phenomenon in Chinese companies. I put them into three categories.
(1) In the 1990s, many state-owned enterprises (SOEs) and collective-owned enterprises (COEs) were transformed into joint-stock limited companies or limited liability companies under the order of the central government. It is very common for the employees to hold shares. The Chinese government's regulations at that time usually require that, if there were more than 50 employees holding shares, the employee shareholding association or trade unions should be used as the shareholding vehicle. Nowadays, many cases of litigation disputes related to employee shares can be found in the judicial case database. In the following discussion, I will cite some cases to illustrate the issue.
(2) In the 1990s, companies like Huawei that were set up by private investment adopted employee share ownership. Their main purposes were to implement employee incentives schemes or raise funds internally. Vanke, Ping An Insurance Group, Haier Group, and Lenovo Group, these famous companies all had their employee shareholding schemes in the 1990s by their trade unions or the employee shareholding associations.
(3) In this century, it is still common for SOEs and POEs to adopt employee shareholdings. However, there are fewer cases where shares are held on behalf of employees through trade unions. This is because, after all, being a shareholding vehicle is not the main function of trade unions. It is now more common to use a limited partnership as a platform or vehicle for employee shareholding. For example, the Ant Group uses multi-tiered limited partnerships as a shareholding platform (for actual owners, high-level executives, and employees).
Let us discuss these questions one by one.
If, hypothetically, Huawei be dissolved who would get to claim its assets? The trade union committee? The ACFTU? Or will all assets be liquidated and equally divided between all employees of Huawei at the time of dissolution, i.e. all those who would have been shareholders at that point in time?
The following is an analysis based on public information, judicial decisions, and Chinese laws and regulations.
Article 186 of China’s Company Law says: in the liquidation of a company, after paying off the liquidation expenses, the workers’ salaries, social insurance premiums and the statutory compensations, the taxes and the debts of the company, the liquidation group shall distribute the remaining property, in proportion to the shareholders' capital contribution.
Therefore, a person or organization must be a shareholder in order to have residual assets distributed to them.
Assuming that Shenzhen Huawei Holdings Co., Ltd ("Huawei Holding") is dissolved, its assets are first required to pay off the various debts mentioned above. The "residual property" is distributed in proportion to the shareholders' capital contribution. The nominal shareholders currently registered in Huawei Holding are Ren Zhengfei (holding approximately 1%) and the Trade Union Committee (TUC) (holding approximately 99%). Therefore, the TUC should receive 99% of the residual property.
The question is: What should the TUC do with this property?
(1) the Legal status of TUC
The main legal basis for Huawei to implement employee shareholding is the Shenzhen government's local regulations (the "Shenzhen Regulations on Employee Shareholding within Companies", effective since January 2001, hereinafter the "2001 Shenzhen Regulation"). According to this regulation, when a company implements employee shareholding, it is allowed that legal persons as trade-union associations – that’s one term made up by five words, legal persons as trade-union associations 工会社团法人- to be the body of shareholding of employee shares (its Article 10). The union is the "nominee holder" of employee shares, (according to Article 10), and is the body that "represents" the employees in exercising their shares (Article 13).
Based on these provisions, it is clear that Huawei TUC is the "nominee shareholder" of Huawei Holding, and is the body that "represents" the employees' shareholding. Therefore, the relationship between TUC and the employees who have contributed capital to buy the shares is a trust relationship: the TUC is the trustee, the employees are the trustors and beneficiaries.
There is legal scholarship on why shareholding like this should be designated as a trust. For example, Page 66 and 71 of the 2nd Issue in 2014 of 法学家 The Jurist, an academic journal.
(2) TUC's obligations as a trustee
TUC, as a trustee, shall return the property to the trustors and beneficiaries (who are shareholding employees) upon the termination of the trust relationship in accordance with the trust agreement between it and the shareholding employee. Even if the entrustment agreement is unclear, TUC is obliged to return the property to the principal upon termination of the relationship in accordance with the law on entrustment and trust.
本人目前没有接触到华为员工与公司之间的协议。但是，2012年华为的代表在美国国会接受质询，提交的证据中有华为虚拟受限股规章条款（Articles of Restricted Phantom Shares）。美国情报委员会2012年报告(pp.16-20)引用了规章的部分内容。这些内容反映了华为与持股员工之间的关系。规章将华为持股员工称为“受益人”：Active beneficiary is defined as an active employee who works at Shenzhen Huawei Investment and Holding Co, Ltd or any of its equity affiliates and participates in the Plan of the Union.
I currently have no access to the agreement between Huawei employees and the company. However, Huawei representatives were questioned in the U.S. Congress in 2012 and submitted evidence that included Articles of Restricted Phantom Shares.
In the Report by the Permanent Select Committee on Intelligence of the U.S. House of Representatives in October 2012, some articles were quoted in Pages 16-20. An article refers to Huawei's employees who hold shares as "beneficiaries".
Under China’s Trust Law, The trustee must not change the trust property into his inherent property. (Article 27) When the trust terminates, the trust property shall belong to the person prescribed in the trust documents; if there are no relevant provisions in the trust documents, the trust property shall belong to (in the following order): 1)The beneficiary or its heritor; 2)The trustor or its heritor. ( Article 54)
(3) the Legal nature of the stocks registered under the name of TUC
According to the industrial and commercial registration, TUC holds 99% of the equity of Huawei Holding. According to the previous two reasons, they are the trust property managed by TUC for employees, which is different from the TUC's own property (i.e. trade union assets). It is also clear from the norms and statistics of trade union assets management that the employee shares held by the trade union are not " trade union assets".
Under China’s regulations, the "trade union assets" (defined in the Interim Measures for the Management of Trade Union Property 《工会财产管理暂行办法》) do not include employee shares held in the name of the union. The trade union assets defined in this regulation are divided into two categories: one is the physical assets possessed and used by the trade union; the other is the assets of the enterprises and institutions invested and established by the trade union, that is, the assets of "trade union enterprises and institutions." (“工会企事业”资产)
For the employee shares held by trade unions as a shareholding vehicle, the capital comes from employees' investment, rather than trade union funds or property; dividends (from the employee shares) are issued to employees rather than becoming the income of the trade union, so employee shares are not "trade union assets" which would have to be formed by investments from the trade union using its own property and assets.
Usually, Chinese trade unions set up enterprises to provide cultural and welfare services for employees, generate income or place surplus staff (such as 工人文化宫 workers' cultural palaces, 俱 乐部 clubs, 体育场馆 stadiums, 疗养院 sanatoriums/hotels, 旅行社 travel agencies, etc.). The nature of this kind of enterprises is "enterprises collectively-owned by social organizations." (社团集体所有制企业) A Limited liability company implements employee shareholding, with the trade union as the shareholding vehicle, will not result in the LLC becoming a "collectively-owned" "trade union enterprise." Therefore, there is no legal basis in saying that the employee shares held by Huawei's TUC are "trade union assets."
Whether the stocks belong to the "trade union assets", the key is to see if the trade union has actually injected capital into the enterprise.
In 1993, a normative document released by the All-China Federation of Trade Unions (ACFTU) and the State Administration of State-owned Assets pointed out that: in the enterprises organized by trade unions, the equity held by the trade unions by investing its own funds or property belong to "trade union assets". This reflects the principle of "whoever invests, whoever owns" in defining property rights that have been in place since the early 1990s.
In litigations, when judging whether the stocks belong to the trade union, Chinese courts also look at whether the trade union is the actual contributor (of capital). In a property rights dispute heard by a Beijing court in 2009, the courts confirmed that a trade union-owned all the equity in a company. The key basis and rationale of the court were that a trade union had invested all the registered capital in the company when it was established. From this, it is clear that whether the stocks belong to the trade union depends on whether the union is the real contributor. If the equity is formed by employee investment, the union is only a "shareholding platform" holding employee shares, then the trade union has no real ownership of the stocks registered under its name. In other words, the shares held by the trade union do not belong to the "trade union assets".
(3.3) The ACFTU does not in fact count the employee shares held by grassroots trade unions as "trade union assets".
From the data of national trade union assets released by the ACFTU, the assets included in their statistics are divided into two categories: "administrative assets of trade unions" (工会行政性资产) and "assets of trade union enterprises and institutions" (工会企事业资产), and "assets of trade union enterprises and institutions " cannot/do not include the employee shares held by the grassroots-level unions as a shareholding vehicle
In the "Report on the Supervision and Management of National Trade Union Assets in 2017," (on China Trade Union Finance and Accounting, Page 6, Issue No. 5, 2018) by Li Qingtang, a senior official of the ACFTU, it is disclosed that in FY2017, the total assets of trade union enterprises and institutions above the county level nationwide amounted to 51.918 billion yuan, with total revenue of 14.895 billion yuan. And Huawei's total assets and sales revenue in FY2017 far exceeded the above statistics, which is 505.225 billion yuan and 603.621 billion yuan, respectively. (Huawei Holding 2017 Annual Report, p. 7). It can be concluded that the ACFTU did not in fact include the employee shares held by the grassroots-level trade union at Huawei (as well as other similar companies) in the scope of trade union assets.
What happens to the shares in the name of the TUC if it is dissolved?
If Huawei Holdings is dissolved, Huawei TUC should also be dissolved or terminated. Article 18 of the Provisional Measures for the Administration of Trade Union Property provides that "if a trade union organization is dissolved, its property shall be handed over to the higher-level trade union." Employee shares held by the TUC are not "trade union assets," so if the TUC is dissolved, the employee shares do not need to be handed over to the higher-level trade union.
那么，TUC名下股权（或者基于股权而分配的企业剩余财产）应该如何处理？根据前面3点的分析，TUC名下股权（或者剩余财产），应当按照持股员工的虚拟股持股比例分配给员工。 So, what should be done with the shares (or residual property) in the name of the TUC? According to the analysis done above, the shares (or residual property) in the name of the TUC should be distributed to the employees in proportion to their virtual shareholding.
Among the existing litigation cases, we have not found any case with the same hypothetical situation as above. However, there is a similar case: after the dissolution of the employee shareholding association, which was a subordinate body of the company’s trade union, the former employee’s shares were not transferred to the higher-level trade union. Instead, the employees requested to register themselves as shareholders of the company, which was eventually upheld by the court.
(5) What are the legal consequences of an unauthorized transfer of shares in the name of the TUC?
Although the employee shares were registered in TUC's name, TUC does not have the right to freely dispose of them under current law. First of all, according to the "2001 Shenzhen regulation", TUC is the "shareholding vehicle" of the employee shares, i.e. only the nominee shareholder. The real contributor of capital is the shareholding employees. Since the trade union is not the real owner of the shares in its name, it has no right to freely dispose of these shares.
Secondly, according to the judicial interpretation of the Supreme Court, if the nominee shareholders transfer their shares without authorization, it is an "Unauthorized Disposal,” and the actual contributors have the right to claim that the transfer is illegal or invalid unless the transferee is a “good faith person” who is completely unaware of the shareholding relationship. In the case of Huawei, TUC is a vehicle for holding employee shares, which has been strongly publicized by Huawei and almost everyone knows about it. Even if TUC transferred the shares under its name without authorization, any transferee can not say that they did not know about the status of TUC, which is just a vehicle for holding shares.
Here are two cases as examples.
Case 1: In 1991, Ms. Li, as a technical advisor to a company in Dongguan, Guangdong (Dongyue Company), subscribed for 300,000 yuan of employee shares. In 2007, Ms. Li, who had already retired, asked Dongyue company for its consent to transfer her shares to others but found that the trade union had previously transferred all her shares to the company's chairman (Mr. Luo) and other executives.
In 2008, the court for the first instance held that the trade union had transferred its shares without Ms. Li's consent, the transfer of the shareholding in its name without Ms. Li's consent was invalid, and Mr. Luo was not a good-faith transferee; therefore, Ms. Li was the actual contributor of the 300,000 yuan shareholding and Mr. Luo could not a be real shareholder. (, but just a nominee shareholder on her behalf (which meant that Ms. Li was still entitled to receive dividends and the distribution of the remaining property when the company was liquidated). After the first decision, Mr. Luo appealed and the case was tried for the second instance, and the Guangdong Provincial High Court upheld the first decision in 2017.
This case tells us: Without the consent of the actual contributor of the employee shares, the trade union cannot freely transfer the shares under its name.
Case 2: (this case tells us: After the trade union bought back employee shares through legal procedure, the entrustment relationship was dissolved; the trade union became the actual shareholder and had the right to freely transfer its shares.)
In 2001, two state-owned food factories in Wuhan, Hubei Provence, merged and reorganized into cold storage and logistics limited liability company (called "Company X"). At that time, 837 employees of the former SOEs participated in the shareholding plan, and all employee shares were held by the trade union of Company X. Company X was established with two registered shareholders: a group company controlled by the Wuhan Municipal Government (which held 51% shareholding); and the trade union of Company X (which held 49% shareholding). The employees of Company X exercise their rights and interests through the " employee stockholders association " under the trade union. The Employee Stockholders Association also has a "Members’ Representative Assembly", which is composed of employee representatives and has the right to decide on important matters of the employee shares.
In February 2003, a "general meeting" of the Members’ Representative Assembly was held and made a resolution for the trade union to buy back the employee shares and dissolve the employee stockholders association. More than 700 employees voluntarily went through with the repurchase. For those employees who did not agree to the repurchase, the company deposited the repurchase amount into the employees' personal accounts. In April of the same year, the trade union of Company X transferred the repurchased shares to a third party. In 2005, the employee shareholder association was dissolved.
In 2016, the former five employee shareholders filed a lawsuit claimed the court to find that the transfer of equity by Company X trade union in 2003 was illegal and invalid. After several hearings, the court finally held that the decision of the trade union to buy back the employee shares was approved by a majority of the representatives at the "general meeting" and was in accordance with the Articles of Employee Shareholder Association, and was a valid resolution. The resolution was binding on every employee who held shares. Therefore, it is legal for the trade union of company X to buy back the employee shares, and it indeed had the right to freely dispose of the bought-back shares, and the transfer to a third party was valid.
Based on this decision, it can be inferred that if the trade union of Company X did not buy back the employee shares through the proper procedure and dissolve the entrustment relationship without due process, it had no right to transfer the employee shares held in its name to a third person without authorization.
Can the creditors of TUC enforce the shares in its name?
The answer should be negative. Firstly, based on the Trust Law, the trust property is not the trustee's own property and the insolvency isolation rule applies. Secondly, TUC held employee shares on behalf of TUC, which is public information, and TUC's creditors have no reason to claim that they did not know the information.
In the western conception of employee ownership when employees retire or quit, they either continue to own shares of the company as part of their retirement benefit or severance payment or receive some kind of a cash-out. Would this be true for Huawei employees?
Mr. Ren Zhengfei said many times that Huawei’s employee ownership plan had learned much experience from the Employee Stock Ownership Plan (ESOP) in the United States.
（1）What Is an ESOP?
An ESOP is an employee benefit plan that gives workers ownership interest in the company. Companies often use ESOPs as a corporate-finance strategy to align the interests of their employees with those of their shareholders. ESOPs are set up as trust funds.
The company may hold the provided shares in a trust until the employee retires or resigns from the company. Employees who resign or retire cannot take the shares of stock with them, only the cash payment. Fired employees often only qualify for the amount they have vested in the plan.
Employee-owned corporations are companies with majority holdings held by their own employees. Many of these companies only provide voting rights to particular shareholders. Companies may also give senior employees the benefit of more shares compared to new employees.
(2) Huawei's situation is similar to an ESOP
I have not seen the employee share agreement between Huawei employees and the company. However, according to Jiang Xisheng, secretary of the board of directors of Huawei Holding, on April 29, 2019, Huawei's employee virtual shares are also not transferable to each other. Employees in service can apply the company to buy back a portion of shares each year. If an employee leaves Huawei, the company will generally buy back the employee shares; if certain conditions are met (8 years of work and over 45 years of age), employees who leave the company can continue to hold virtual shares.
In addition, in many divorce lawsuits involving Huawei employees, the division of Huawei employee shares (or their value) held by the employee is often involved. In these cases, the courts usually asked Huawei to provide the number and value of the employee's holdings involved in the case and to describe the legal characteristics of the employee shares. The information shown in the cases is consistent with the presentation by Jiang Xisheng in 2019.
According to company website info, 86 000 employees own 99% of Huawei Holding. According to the Huawei website, there are 170,000 employees globally. What would explain this discrepancy?
As far as I understand the situation, I think that not all Huawei employees have subscribed to employee shares. Because, (1) the subscription of employee shares is voluntary, not mandatory, and a part of employees may not want to join the stock ownership plan; (2) from Huawei's public information, it is known that Huawei employee shares are an incentive for outstanding employees, so maybe not every employee can subscribe at will. In addition, according to the "2001 Shenzhen regulation", I estimate that foreign employees are not allowed to subscribe to the shares, because it involves foreign investment in and out of China and there are restrictions on the management of foreign exchanges.
If a State-owned enterprise merges with Huawei or acquires a controlling stake (e.g. recent bailout of Suning), then fires all Huawei employees and rehires them back as employees of the new organization. Under the current company rules, no Huawei employee would receive shares, correct? Who will own Huawei Holdings assets?
A state-owned company merging with Huawei or holding Huawei seems almost impossible at the moment. Pushing for such a thing, especially in the current period when the international community is highly concerned about Huawei's ownership, I personally think it’s highly unlikely.
However, if we take a closer look at history, we will see that when a very serious crisis occurs, the government's injection of capital into private companies or even the acquisition of private companies (nationalization) may become a means to save the crisis. For example, after the financial crisis in 2008, the U.S. government implemented aggressive bailout measures for financial and some non-financial enterprises. The U.S. Treasury Department injected $100 billion in capital into the failing loan guarantee companies Fannie Mae and Freddie Mac, nationalizing them. The Treasury Department under Henry M. Paulson Jr. created the "Distressed Asset Relief Program". Capital was injected into some systemically important banks to improve their asset quality and solvency and restore market confidence. The Chinese government may also take over some financial institutions that are in a debt crisis. The latest examples include Anbang Insurance Group and Baoshang Bank, etc.
Therefore, it is NOT meaningless to analyze the above hypothetical issues in theory. However, there may be only two ways for a company to acquire a majority (or controlling) stake in Huawei Holdings: first, to buy it from the existing controlling shareholders (e.g., from TUC, which holds 99% of the shares); second, to inject a large capital contribution into Huawei, diluting the original shareholders into minority shareholders and taking the controlling stake itself. However, both approaches require the consent of the existing shareholders, i.e. TUC and Ren Zhengfei. In turn, the TUC's opinion must reflect the views of the shareholding employees' representative council. In fact, if the majority of employees currently holding Huawei's employee shares, especially those at the senior management level, do not agree to transfer their shares or others to inject capital, other companies will not be able to acquire a controlling stake in Huawei. This is actually one of the functions that employee stock ownership or ESOPs have: to resist outsiders from acquiring control.
Of course, we can still assume that all of these obstacles are somehow removed, and Huawei is merged or taken over by another company (state-owned or not), and the new company fires all of its employees and then re-signs them to new employment contracts. Then, according to the current rules for Huawei's employee shares, once an employee terminates his employment with the company (whether voluntarily or involuntarily), then the company should buy back his or her shares and pay him or her according to the actual value of the employee shares he or she holds. If Huawei terminates the employment relationship of all employees at the same time, it will have to pay a huge amount of money. If the new company refuses to buy back the departing employee's shares, the employee will sue it and get the courts’ support. If the new company repurchases employee shares as required, it is highly likely that the company will spend a huge amount of money on its cash. Even if the new company immediately re-signs employment contracts with all of its employees, it must still pay the shareholding employees before that.
Is Mr. Ren Zhengfei able to freely trade or pass on as an inheritance his current 1% stake in the company?
任正非在华为控股持有的1.14%的股权，不属于员工股，按照《公司法》是可以对外转让的。但是，由于华为控股是一家有限责任公司（类似美国的closely held company 或者英国的private limited company），根据《公司法》第71条的规定，如果任正非转让这1%的股权，另一股东——华为工会委员会（TUC）是有优先购买权的。
Ren Zhengfei's 1.14% stake in Huawei Holdings is not the “employee share” that we have been talking about. It is transferable under the Company Law. However, since Huawei Holding is a limited liability company (similar to a closed company in the United States or a private limited company in the UK), according to Article 71 of the Company Law, if Ren Zhengfei transfers this 1.14% stake, the other shareholder, the TUC, has a pre-emptive right to buy it.
According to Article 75 of the Company Law, the share of a limited liability company is inheritable. So Ren Zhengfei's shareholding is inheritable.
There are other questions raised beforehand, including three delivered one day before the event, that weren’t addressed due to the time limit and their nature - some of them are apparently out of Prof. Wang’s expertise as a Company Law expert.
To ensure the greatest transparency possible, they are listed below:
6. The interrelationship between CPC Committees and executive management of firms, particularly private ones.
7. The nature of the “dispute” with the US securities authorities in relation to the PCAOB audits.
(Question raised one day ahead of the offline event)
1. We’d be keen to know more about the Huawei ownership structure, and the relevant social background of their key shareholders (though we’re not sure if this can be specified).
2. We’ve heard that Huawei is now doing a lot of government projects relevant to smart cities and we’re eager to know how they got these contracts. Did they win them through a public tendering process or were they directly tasked by local governments?
[Brief answer from your Pekingnologist: Chinese laws and regulations stipulate that bidding notice and decisions shall be made open. You can Google 华为+智慧城市+招标 in Mandarin and there appear to be some answers. ]
3. More broadly, a trend specified in the three-year SOE reform plan is that China will encourage more mergers and acquisitions between its SOEs and POEs, which will further blur the difference between the two. What does this mean for companies like Huawei in strategic sectors? Also, China’s recent anti-monopolistic moves targeting e-platforms (including e-finance), would this signify any reinforcement of government control (including ownership control) of such platforms?
Again, the three PDFs that have been uploaded to Google Drive
1) An updated translation of Prof. Wang’s Mandarin paper which is largely the same as the Feb.1 newsletter Huawei’s Ownership and Governance Structure
2) Prof. Wang’s prepared PowerPoint slides shown at the event
3) Prof. Wang’s prepared response (including footnotes) to the diplomats’ questions gathered beforehand.