Among all kinds of risks, political risks, China enterprises, especially China enterprises, must stand the test of the United States and Europe. The merger of Lenovo, Haier and CNOOC, a slightly larger acquisition project, is often necessary as long as the acquirer is a China enterprise, which touches the nerves of some American politicians on "national security". It can be said that the roadside ban on China companies from getting their hands on important industries in the United States has overwhelmed the so-called market economy, and the American government has always advocated the principle of fairness.
In addition, the way of cross-border M&A of China enterprises also needs to be improved. Generally speaking, China enterprises' overseas M&A faces three major risks besides certain political risks:
First of all, the threshold is high and the competition in foreign markets is becoming more and more fierce; BR/>；
Tough diplomatic supervision;
Information disclosure is transparent, and the public can know the operation of overseas listed companies and companies at any time, but domestic enterprises are far from enough in this respect.
From the case of CNOOC's acquisition of Unocal, it can be seen that things are far from simple. Although China enterprises have made serious efforts to take actions in accordance with western corporate governance standards and M&A rules, the purpose and means are very transparent, but the result is just the opposite. In addition to political resistance, Fu Chengyu, chairman of China Offshore Oil Corporation, thinks that western rules are simply applied, while the needs of China and China are ignored. Therefore, it is necessary to improve the level of domestic corporate governance, but also use various means (including law, investment psychology, promotion) to achieve the purpose of cross-border M&A, but also rely on more questions answered by China enterprises. Of course, China enterprises need to find ways to improve their overseas M&A capabilities, so as to get the maximum return on investment and make mergers and acquisitions at the lowest cost. Domestic production and academic circles should make joint efforts to discuss and study together.
The World Economic Yellow Book also reminds us that the purpose of integrating M&A is not to do good for China enterprises. There may be many reasons for the failure of enterprise's final merger and acquisition, such as the market potential before merger and acquisition, such as overestimating the neglected role, due diligence, overemphasizing sound financial statements and so on. For many cases of M&A, the most fundamental reason is the weak integration after M&A. ..
For example, in the semi-annual report of 2005, BOE made a big overseas acquisition, and TCL announced huge losses for the two companies, including a loss of nearly $654.38 billion for BOE and $700 million for TCL. Summing up the lessons, it is not difficult for these two companies to find that overseas mergers and acquisitions have rapidly expanded the scale of their enterprises, but they should follow the old saying: big is not necessarily strong. After the acquisition, the two companies integrated the brand, technology, production and corporate culture of the acquired company. Poor integration directly leads to the difficulties of overseas enterprises, which are dragged into the quagmire of losses and become the parent company.
Therefore, on the whole, it is an inevitable trend for China enterprises to invest overseas, but for enterprises, the unrealistic pursuit of leapfrog development, without certain international investment experience, will face enormous risks.
Enterprises' own conditions, environment, industries and strategic enterprises implement "going out" and create various effective and unique overseas investment modes in different styles and ways.
Establishing overseas investment model of marketing channels
The establishment of overseas marketing channel investment mode means that the purpose of overseas investment of some China enterprises is not to establish production bases or R&D centers in the host country, but to establish their own international marketing institutions, establish their own overseas sales channels and networks, sell their products to overseas markets, and reduce intermediate links, thus improving the profitability of enterprises. According to the statistics of the Ministry of Commerce, by the end of 2003, foreign trade enterprises accounted for 55% of the total number of foreign-invested enterprises and trading enterprises, and there were also a considerable number of overseas marketing agencies sponsored by domestic enterprises. This shows that up to now, the most important overseas investment mode of China enterprises is to establish overseas marketing channel investment mode.
The overseas investment of Sanjiu Group, the largest pharmaceutical company in China, is basically such a model. The production base and R&D center of Sanjiu Group have companies and other marketing organizations at home and abroad. Sanjiu Group was established in more than ten countries and regions such as Hong Kong, Russia, Malaysia, Germany, the United States, South Africa, Singapore, Japan and the Middle East. Since 1992, it has been a marketing company. Because of these marketing companies, Sanjiu Group is responsible to consumers overseas, and about 39 products from these countries and regions have opened an important window for the overseas sales market of Sanjiu products. With the growth and development of overseas marketing companies, the products of Sanjiu Group in the market have gradually evolved from a single domestic market to a global market. In addition, Fujian Fuyao Group, Tianjin Tiens Group, COFCO, Sinochem Group, Science and Technology Group and other overseas investment enterprises are the main enterprises to establish overseas marketing networks, and also belong to the investment model of establishing overseas marketing channels.
Judging from the current situation, China enterprises have their advantages and limitations in establishing overseas marketing channels. It has the following advantages: First, enterprises have reduced intermediate links, directly sold their products to overseas target markets by establishing their own overseas marketing channels, and expanded the export scale. In this mode, we can not only directly expand the export cycle and obtain huge profits by directly controlling overseas sales, but also directly obtain market information. China enterprises that are attractive for domestic production and foreign sales may maintain their products in China for a long time due to labor and other factors and have sufficient international competitiveness. For some enterprises, establishing overseas marketing channels, making overall consideration of their own import and export, domestic and foreign markets, taking into account the resources used at home and abroad, and implementing their own global development strategy are not only good opportunities to promote exports, but also good opportunities to find profitable imports and truly operate internationally. Fifth, from the macro-economic point of view, it can also be exported, which has solved the employment problem of a large number of laborers for the country.
At the same time, there are certain restrictions for China enterprises to establish overseas marketing channels. This investment model, in which sales, production, procurement and R&D do not go abroad, is easily restricted by various trade barriers including anti-dumping. Therefore, enterprises need to correctly improve their own capabilities to deal with this.
Therefore, China manufacturing has rich labor resources and complete production facilities, and China enterprises should pay full attention to and make use of this advantage to sell domestic production bases and overseas products. The advantages and disadvantages of enterprises selling products directly in overseas markets and indirectly through middlemen are compared and analyzed. If a small-scale export enterprise has just entered the international market and lacks experience, it is also an option to entrust an intermediary company to export. We should actively consider establishing our own overseas marketing network, holding enterprises with certain export scale and financial strength, improving our understanding of the direct selling market, meeting foreign consumers directly, reducing intermediate links and expanding profit space.
Investment model of overseas processing trade
The investment mode of overseas processing trade refers to the investment in equipment, technology, raw materials and spare parts brought by Chinese enterprises that set up production and processing bases abroad and engage in processing and assembly business, mainly after the finished products are sold or re-exported to other countries and regions, so as to stimulate and expand the processing and assembly of domestic equipment, technology, raw materials and spare parts. The investment mode of overseas processing trade is suitable for the adjustment of China's economic structure. In recent years, it has increasingly become an important way for enterprises to invest overseas. By the end of February, 65438+2003, according to the statistics of the Ministry of Commerce, the number of overseas filing established by the Ministry of Commerce and processing trade enterprises has been approved, reaching 490. Domestic enterprises carry out overseas processing trade, and the main technologies are mature, and there are overcapacity in industries such as textiles, clothing, household appliances, light industry, machinery and raw materials.
In recent years, the overseas processing trade and investment scale of Huayuan Group has approached 300 million US dollars. Huayuan Group has played an exemplary and leading role. 1992 was born in Pudong New Area, Shanghai. China is a large state-owned enterprise group with textile industry as its pillar industry. At the end of 1990s, China's textile industry faced with shrinking domestic market and overcapacity, and continued to be restricted by trade barriers mainly in the form of export quotas and safeguard measures in the international market. Then, in the internal and external environment, Huayuan Group abandoned the traditional practice and occupied overseas markets by relying solely on exports, and developed another way of overseas processing trade, investing in overseas production and processing bases, Tajikistan, Canada, Mexico, Niger, Thailand and reasonable rules of origin, effectively bypassing foreign trade barriers, evading anti-dumping, expanding overseas markets, and promoting the development and expansion of domestic equipment, technology, raw materials and spare parts exports. With the establishment of Huayuan Group, the two textile enterprises have the advantages of being members of Mexican and Canadian textile trade zones, and their cotton yarn or fiber enjoys the preferential policy of duty-free and quota-free in North America, especially cotton yarn and fabric products exported to North America.
In addition, foreign-funded enterprises such as Shenzhen Konka Group, Zhuhai Gree Group and Jiangsu Chunlan Group mainly invest in overseas processing trade.
The characteristics of overseas processing trade and investment mode are the interaction between investment and trade, and the interaction between foreign economic and trade business and domestic economy. The first interaction is foreign investment and export promotion, and the second interaction is to accelerate the adjustment and optimization of domestic industrial structure through foreign investment and export. The main purpose of these investments is to open up foreign markets, stimulate exports and optimize the structure of the same industry in China. The second feature is the investment mode of overseas processing trade.
The main way is to invest overseas for enterprises, establish overseas production bases, carry out processing and assembly business, and mainly process and assemble their own equipment, technology, raw materials and spare parts into finished products, and sell or re-export them to other countries and regions.
Enterprises with this investment model generally industrialize the mature technologies of domestic production enterprises with overcapacity, such as textiles, clothing, household appliances, light industry, machinery and pharmaceutical raw materials, and invest mainly in developing countries and regions such as Asia, Africa, Latin America, the former Soviet Union and Eastern European countries. Enterprises with foreign investment qualifications are enterprises with overcapacity in China, and their products are in foreign markets.
Enterprises adopt overseas processing trade, overseas investment and other ways to transfer the main advantages of mature technology, equipment and overcapacity to countries and regions with better market sales, so that enterprises can continue to play their role and continue to obtain overcapacity. Secondly, using domestic technology, equipment, raw materials, spare parts and other physical investments, plus a small amount of foreign exchange funds, on the basis of this investment model, foreign exchange expenditure can be saved, which meets the actual needs of some enterprises. Third, enterprises can invest overseas by adopting the mode of overseas processing trade, and can also use the rules of origin to effectively avoid various trade barriers and breakthroughs and expand overseas markets.
There are two basic conditions for overseas investment enterprises to adopt overseas processing trade investment model: first, the prospects of foreign markets, technical equipment and production capacity are relatively mature.
Third, establish an overseas investment model of independent brands.
The mode of overseas investment is to establish your own brand. Whether some enterprises adopt greenfield investment or cross-border M&A investment in the process of overseas investment, they insist on establishing their own brands around the world, rely on long-term commitments, cultivate independent international famous brands, and rely on consumers to identify their own brands to open up overseas markets.
This model is expressed by Haier Group. The core goal of Haier Group is to always build a world-leading independent brand in the process of overseas investment and transnational operation. As early as 1980s, Zhang Ruimin, general manager of Haier Group, became a world-famous brand of Haier. 1998 after Haier fully implemented the internationalization strategy, Haier's internationalized Haier and Haier Group are the growth of world-renowned brands in China.
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Haier Group's overseas investment enterprises insist on branding. Haier, China investors Haier, Haier's corporate names, and products produced and sold are all Haier brands. From this perspective, overseas investment not only means that Haier has occupied the international market, but also created a world-famous Haier with new functions and significance of overseas investment. Haier's "difficult" decision-making strategy, to build the brand's overseas model: Haier first enters the international economic arena, Europe and the United States and other developed countries and regions, with the heaviest weight, relying on local consumers' recognition of Haier brand to obtain the status of local famous brand, and then relying on the potential of brand advantages to make strategic positioning. Haier's "trinity" localization strategy of design, production and sales in the United States and Europe is precisely to establish localization. Let Haier become a world-renowned enterprise. Haier's goal, the localized rise of a world-famous brand in the world, is becoming a reality. 20041October 3 1 day, 100 is the most influential brand in the world. This report was prepared by World Brand Lab. The evaluation results of the world's top five brands show that Chinese mainland Haier Group is an option, ranking 95th.
The main characteristics of the overseas investment model of independent brands are very obvious. One of the core goals of overseas investment, whether through greenfield investment or cross-border mergers and acquisitions, is to build a world-leading independent brand. The second is to adopt the strategy of "easy before difficult", which has two meanings: that is, it is difficult to adopt a simple strategy by adopting the mode of enterprises entering the international market. For example, Haier, the first to enter the international market, has entered Europe, America, developed countries and regions in the economic field, paying attention to international quality, relying on local consumers to identify Haier brand and relying on brand advantages to enter developing countries. The way to adopt this model is to create your own brand positioning. In the initial stage of transnational operation, enterprises are doomed to go through a long and difficult period, and then invest in enterprises with consumer brands overseas to solve the difficulties, first develop factories and then expand in developing countries. Understanding, understanding and recognition can open up the situation. Second, the market first, then the factory construction. For example, Haier's first batch of self-owned brand products entered overseas markets, and consumers in other places recognized what Haier's brand exports had, and then invested in factories to occupy a certain market share.
Advantages, the first such overseas investment model is "profound knowledge", and the self-owned brand model of overseas investment from scratch has its advantages and limitations. Success or failure is at stake, but once you want to create a well-known brand, you will face greater risks in the world. You can make international investment and production at the high end of the industrial chain, and you will be able to obtain excess profits and stop foreign multinational companies from working, thus laying a solid foundation for international operation and long-term development. Secondly, the model will establish a unified private brand and localization strategy, and combine them. For example, in order to meet the different needs of different countries and regions, Haier will adhere to the unified local development strategy of its own brand and realize the "trinity" of design, production and sales.
Judging from the conditions of overseas investment mode, this is quite challenging. First of all, the company is required to have strong capital and strong management ability, and has certain influence and popularity with the brand. It also requires domestic investment enterprises to be familiar with local market conditions and professionals at home and abroad in order to successfully establish and manage brands. To a certain extent, it is difficult to run around the overseas brand names of enterprises and make greater efforts to build their own brands. It is even more difficult for a brand that has not been established and built to become a well-known local brand, which requires the starting point of domestic investment enterprises. Under the current circumstances, most enterprises in China do not have these conditions. Secondly, this overseas investment model is costly and more dangerous. International famous brands are not achieved overnight. After decades or even hundreds of years of accumulation, they need long-term brand investment. It should be said that the value of the brand is actually the return on investment of the brand. Overseas enterprises not only invest in production, but also invest in brand investment. Double investment will definitely affect short-term benefits.
China enterprises must attach importance to cultivating a number of internationally renowned independent brands when they participate in international market competition. Brand reflects the quality, reputation and image of an enterprise, and is also a symbol of a country's comprehensive national strength to some extent. A brand composed of elements is competitive, and a good brand means the creation and development of competitiveness. A brand is a long-term enterprise and the most effective means to maintain market vitality. No matter how an enterprise enters the international market, it should take the central idea of the whole and create its own brand. It has a certain intensity to develop into an international brand strategy that multinational companies and domestic enterprises need to implement, and it is necessary to insist on investing overseas with independent brands in order to gain an international reputation of competitive advantage, establish independent brands and form international brands.
4 overseas mergers and acquisitions & a brand investment model
The investment mode of overseas M&A brands is to create their own brands, which is very different from the overseas investment mode. It is through the acquisition of well-known foreign brands, whose brands affect the overseas investment model, thus opening up the local market. The main characteristics of this model are: first, RTO, that is, well-known brands acquire the shells of well-known foreign local brands, and then access or restore their identities through the product packaging of the shells, so that local consumers can quickly enter the local market. Overseas companies are poorly managed or bankrupt, because mergers and acquisitions are ready-made and still have certain influence and sales channels, so under this model, overseas brand building and brand promotion do not need time and cost. Third, it is a model suitable for the acquisition management ability of large enterprises with certain capital base, good reputation and well-known foreign brands.
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Overseas brand acquisition mode has become a unique overseas investment mode of TCL Group. In September 2002, TCL International Holdings Limited, a subsidiary of China TCL Group, acquired a century-old store with a history of 1 13 years through its newly established wholly-owned subsidiary Schneider Electronics Co., Ltd., which was widely used in Germany and Europe. Known as "the main assets of Schneider Electronics Co., Ltd., the three major national brands in Germany, including the exclusive right to use trademarks" (Schneider). TCL group, as well as schneider of Germany, which was acquired in July 2003, spent millions of dollars to indirectly acquire the famous home appliance enterprise, Govedio, which was wholly owned. Gvidio is a VCR, DVD and video channel company with annual sales exceeding $2 million. M&A Gevidio USA, TCL Group still plans to continue to sell Gevidio brand products in the American market, such as color TV sets and washing machines, and strive to expand its market share in the United States. By borrowing foreign brands to explore overseas markets, TCL Group has become a unique overseas marketing strategy.
The most important advantage is that in international competition, cost advantage and product advantage coexist, and the worst is brand advantage. By purchasing some well-known foreign brands through overseas investment, we can make up for our own long-term shortcomings and realize the combination of the three advantages, which is conducive to improving the competitiveness of China enterprises in the international market.
Export investment modes of five overseas brands
Overseas brand export investment mode refers to the enterprises with our unique brand advantages, which invest overseas by equity joint venture brands or other means to expand franchise chain operation without investing too much money. China enterprises investing overseas in this mode are one of the typical examples of Beijing Tongrentang.
China Beijing Tongrentang has a history of more than 330 years, and now it has become a modern large-scale traditional Chinese medicine pharmaceutical enterprise. Tongrentang brand enjoys a good reputation at home and abroad. As a well-known trademark in China, its brand has unique advantages. Tongrentang trademark protection international organization has been rebuilt in more than 50 countries and regions around the world, and the first trademark registered in Taiwan Province Province in mainland China has applied for registration. Tongrentang's products have been sold to more than 40 countries and regions in the world. Tongrentang has more than 300 retail and franchise pharmacies in China, and has set up overseas companies or pharmacies with more than 65,438+00 employees, making it the largest exporter of enterprises in China in 2002. Obviously, the international operation of Tongrentang Group, a well-known brand, has become a unique advantage. Tongrentang's overseas investment, regardless of other brands' equity participation, joint venture or sole proprietorship, franchise or chain store, must attach importance to Tongrentang's overseas export flagship in old China and expand overseas markets. Tongrentang brand's overseas export investment model, in the previous analysis, Haier Group, an independent brand built through overseas investment model, is the party that "walks" and creates brand activities, while the former is a mature brand that walks out more at home and abroad.
The precondition of using this model is that enterprises must have well-known brands and independent intellectual property rights, which is the "soft rib" of most enterprises in China. Therefore, most domestic enterprises do not have the conditions to adopt this model. However, with the acceleration of the pace, it is believed that this model will gradually become popular after a period of time in the process of China enterprises creating famous brands, because many foreign multinational companies have adopted this model to invest in China and enter the China market. Generally speaking, China obviously lacks world-renown, but in traditional medicine in China and food industry in China, some enterprises have independent intellectual property rights and well-known trademarks, which have core competitiveness in the world. The transnational operation and overseas investment of these industries must attach importance to their own brands with comparative advantages and competitiveness, and strive to become bigger and stronger for enterprises, which has become the unique feature of China industrial multinational companies.
Overseas assets merger and acquisition model
The so-called M&A model of overseas assets refers to the number of shares purchased by overseas acquirers of China enterprises in all or part of the assets of the target enterprise to control their investment behavior or participate in it. Chinese enterprises generally do not bear the debt and possible compensation of the target enterprise when purchasing the target enterprise, but only bear the assets and business of the original target company. In April 2000, Wanxiang Group's overall acquisition of American Scheler Company was an overseas asset acquisition model. For example, Haier Group, an Italian refrigerator manufacturer, acquired part of the rights and interests of Beijing Dongfang Electronics Group, Hyundai Electronics, China National Offshore Oil Company Limited, Medium Co., Ltd. and Swiss oil fields, and Ipsos of Spain invested more than 20 billion US dollars in Indonesia and China Oil and Gas Group Co., Ltd. to acquire assets in Indonesia. China Netcom (HK) Company took the lead in acquiring the oil and gas field assets of the global telecommunications network in Asia, Huali Group acquired the CDMA mobile communication department of Philips in San Jose, and Shanghai Soap Group Co., Ltd. acquired SPS and Polystor of the United States. The rechargeable battery production assets project also belongs to this investment model.
Founded in 1923, Scheler Company is one of the three suppliers of partial production in the American automobile market. As early as 1984, Scheler received an order for 30,000 universal units, and the production of universal parts began. Wanxiang's products sold in the American market are labeled as "Scheler". Starting from 1994, due to increasingly fierce market competition and internal decision-making mistakes, Scheler's business began to decline. Later, it was common for Scheler to offer to buy. As a result, the brand, technology patents, special equipment, market network and other major assets that GM spent $420,000 were acquired by another company. The most direct impact is far-reaching significance. M&A "The general improvement of Scheler is at least $5 million in annual sales in the US market." Scheler, GM's products are supported by the acquisition of local brands, technologies and production bases.
The goal of overseas investment in M&A assets is to avoid transferring the original creditor's rights and debts to Chinese enterprises. Therefore, overseas investment and mergers and acquisitions are not clear that our enterprise may have debts in overseas target companies. After the transaction caused by compensation is completed, it can be provided to others, and asset acquisition can provide guarantee. In addition, in asset acquisition, as long as the assets of the target company are sold to reach the quorum of shareholders, they can be acquired, even if minority shareholders of the target company want to obstruct the actual acquisition, it will not affect our business.
First of all, with more and more cash acquisitions, we need to invest more working capital. After the merger of M&A's business in China and the integration of target enterprises, M&A should have strong management ability and integrated talents in order to achieve the purpose of overseas mergers and acquisitions. Grasping the debt, tax and legal procedures of the target enterprise and any omissions in the merger may form a trap to limit the target of the merger.
International direct investment is mainly the investment of enterprise merger and acquisition, not the new investment (or the way of green land investment), so it should be said that the overseas asset merger and acquisition model is the more popular overseas investment model at present. In addition, asset acquisition involves a large number of non-listed companies, and listed companies are only a small part of overseas enterprise groups, so this model has a broader application space than the model based on overseas equity mergers and acquisitions, and is more suitable for the majority of small and medium-sized enterprises. With the expansion of scale, China's overseas investment and M&A investment will become more and more important. Enterprises will have more choices in overseas investment and asset acquisition mode.