[Introduction] The product value chain departments pointed by cross-border mergers and acquisitions are gradually becoming high-end. In recent years, cross-border mergers and acquisitions of China enterprises have been extending to both ends of the smile curve. In the context of the global financial crisis, many countries have formed a deep demand for foreign investment, and governments have relaxed restrictions on foreign investment and lowered the threshold. As one of the main ways for China enterprises to invest abroad, cross-border M&A is of great significance in this context. On the basis of analyzing the present situation of transnational M&A of enterprises in China, this paper puts forward some problems and makes a preliminary study on the transnational strategy of enterprises in China. I. Status quo of cross-border M&A of enterprises in China Before 2000, cross-border M&A of enterprises in China only appeared sporadically. At that time, at this historical stage, only a few enterprises in China carried out cross-border mergers and acquisitions. Among them, Shougang 1993 acquired Peruvian iron ore company and TCL 1999 acquired Hong Kong-funded company are typical cases. However, even these rare cross-border mergers and acquisitions have initially shown an important role in enterprise development and international strategy. The number of cross-border M&A cases and the total M&A amount of enterprises in China increased rapidly around the 2nd/Kloc-0th century. According to the information released by Thomson Financial of the Ministry of Commerce, the total amount of overseas M&A of China enterprises increased from $2.343 billion in 2003 to $654.38+08.669 billion in 2007, with an annual growth rate of about 80%. In 2008, the total amount of cross-border M&A in China reached US$ 6,543.8+RMB 02.958 billion, down 30.6% from 2007. From the perspective of M&A coverage, transnational M&A in developed countries is mainly composed of Europe and America. From 2003 to 2008, China enterprises invested in 172 countries and regions in Asia, Europe, North America and Oceania, with a global coverage rate of 7 1%. Among them, the overseas M&A targets of China enterprises are mainly concentrated in Asia. For example, Japanese auto companies and electrical appliances companies merged with Japanese and Korean companies. The trade volume of M&A in Asia increased from US$ 324.3 billion in 2004 to US$ 464.8 billion in 2008, accounting for 45% of China's total overseas M&A. The US financial crisis has brought greater development space for China enterprises' overseas mergers and acquisitions. Second, the characteristics of cross-border mergers and acquisitions of enterprises in China 1. The product value chain departments pointed by transnational mergers and acquisitions are gradually becoming high-end. In recent years, cross-border mergers and acquisitions of China enterprises have been extending to both ends of the smile curve. (1) sales network. Acquisition of the sales network of well-known foreign enterprises. China Zhejiang Wanxiang Group once entered the North American market by OEM with the help of the sales channels of American Scheler Company. 1998, when Scheler suffered serious losses, Wanxiang's American sales had reached 30 million US dollars. Two years later, Wanxiang cooperated with LSB Company of the United States to acquire Scheler for $420,000. Because Scheler once provided sales channels for Wanxiang, from the direct effect, the key significance of the acquisition of Scheler lies in the market network of Scheler for Wanxiang. Of course, the acquired Scheler assets also include brands, technology patents and special equipment. After the completion of this acquisition, Wanxiang Group established, acquired and participated in more than 20 enterprises in eight countries including the United States, Britain, Australia and Canada, initially forming a framework of a multinational company. (2) Technology patents and R&D institutions. China enterprises acquire overseas technology patents and R&D institutions. Huizhou Qiaoxing Group 200 1 spent $30 million to acquire France Philips Mobile R&D Center. It laid the foundation for the later international development. Similarly, in recent years, the focus of overseas M&A of China enterprises is also the technological system of the other side, including BOE, Hanghuali, SAIC and silicon carbide. (3) Brand investment and restructuring. In recent years, China enterprises' overseas brand investment also includes brand acquisition. For example, in early 2002, Shanghai Electric Group and Morningside Group of the United States jointly acquired Akiyama Printing Machinery Co., Ltd. (referred to as "Akiyama"), and thus obtained the brand ownership of "Akiyama"; As for Lenovo's acquisition of IBM's personal computer business department in 2005, the two sides also signed a special agreement on brand reorganization after the merger, that is, Lenovo Group can have the right to use the IBM brand for five years after the merger, and can permanently own the notebook computer brand Thinkpad originally belonging to IBM. 2. The main body of M&A is still concentrated in state-owned enterprises. At present, the main bodies of transnational mergers and acquisitions in China are still concentrated in some large state-owned enterprise groups, such as CITIC Group, Shougang Group, Sinochem Group, China Construction Corporation, PetroChina, Sinopec and CNOOC. They have become the main force of cross-merger and acquisition of enterprises in China. They have accumulated valuable experience and set an example for the cross-merger development of China enterprise groups. At the same time, these enterprises are often closely related to the government, which gives them a comparative advantage in cross-border mergers and acquisitions. 3. Resource-based transnational mergers and acquisitions of private enterprises have made continuous progress. 2/KLOC-0 Since the beginning of the 20th century, with the increasingly prominent contradiction of scarce resources in China and the increase of financial strength and foreign exchange of private enterprises in China, cross-border mergers and acquisitions of private enterprises in China have made progress. In 2006, Wuxi Tongda Group Company officially acquired 5 1% equity of South Africa Shengbao Mining Cable Company, with a total investment of 291.65438+200,000 USD, and the Chinese side invested 654,380+500,000 USD. In 2007, Jiangsu Shagang Group, a private iron and steel enterprise in China, acquired 90% of the shares of Australian Saviqi River Iron Mine, a subsidiary of British Stemcor Holding Company, with a total investment of US$ 654.38+008 billion. In 2008, Hebei Xingtai Delong Iron and Steel Company revealed that it would take over 70% of the shares of Lambert Point Iron Ore Company. In 2009, Geely Automobile acquired the "Wal-Mart" brand project of Ford Motor Company. Although it was not signed in the end, it has attracted global attention. 4.M&A industry has been transferred from developing countries to developed countries. Since 1990s, overseas M&A has gradually become the main way for China enterprises to invest abroad. The development of overseas M&A of China enterprises has gone through two stages: during the first investment peak period from 1992 to 2000, window companies dominated, and industries concentrated on some local products that might be popular, such as mechanical and electrical products and textile products. Therefore, the investment distribution areas are mainly concentrated in Southeast Asian and African countries that have trade with China. Generally speaking, cross-border mergers and acquisitions at this time are mainly tentative, and the scale of such mergers and acquisitions is not large. With China's entry into the WTO in 200 1 year as the dividing line, China enterprises' foreign investment began the second peak. At the second peak, China enterprises began to extend M&A's vision to developed countries and regions such as the United States, Australia and Europe, and were no longer limited to small enterprises. From 2003 to 2008, the M&A ratios of China enterprises in Asia, Europe, North America and Oceania were 45%, 23%, 30% and 4% respectively. Although Asia accounts for the largest proportion, the proportion of mergers and acquisitions in Europe, North America and Oceania is rising. On the one hand, it shows that under the influence of the American financial crisis, many enterprises in developed countries in Europe and America are in trouble, which provides opportunities for overseas mergers and acquisitions of China enterprises. On the other hand, it also shows that with the strengthening of the strength of China enterprises, the awareness of seeking the international market and developing itself has been greatly improved. Third, the problems faced by China enterprises in cross-border mergers and acquisitions 1. The policies and regulations of China enterprises' foreign direct investment still need to be improved. China enterprises are the main body of foreign direct investment, but the government has not changed its role well. The micro-management mode of government's foreign investment is still based on the thinking that complicated examination and approval procedures can reduce investment risks, and investors are not allowed to manage themselves. There are also problems such as complicated approval procedures, many approval contents and low efficiency. In addition, China has not yet promulgated a systematic overseas investment law that conforms to international norms and China's national conditions, and has not yet formed a perfect legal system for foreign investment. Although the Ministry of Commerce promulgated the Measures for the Administration of Overseas Investment in order to promote and standardize the foreign direct investment of Chinese enterprises, the measures have largely clarified and simplified the examination and approval procedures, strengthened the government's management and service functions in principle, and standardized some specific behaviors in the process of overseas investment. However, the design is still limited, and further research is needed in investment objectives, investment subjects, investment forms, financing and enterprise management. This makes it difficult to provide norms and guarantees for cross-border mergers and acquisitions of China enterprises. This shows that the government's "going out" policy incentives are not enough, and laws and regulations need to be improved. 2. The scope of cross-border M&A of China enterprises is not enough. At present, the transnational M&A of China enterprises is still mainly concentrated in the fields of resource exploitation and industrial manufacturing, and highly concentrated in labor-intensive projects with low added value and low technology content (resource development and primary processing and manufacturing), and the scope of technology seeking and expansion guided by brands and technology patents is not enough. Cross-border mergers and acquisitions in the form of brand and technology patents only occur in a few individual enterprises. This shows that China's foreign investment in the form of brand and technology patents is insufficient, and compared with transnational mergers and acquisitions seeking resources and markets, transnational mergers and acquisitions seeking technology occupy a less prominent position in China's "going out" strategy. 3. The transnational M&A success rate of China enterprises is low. Before 2000, cross-border mergers and acquisitions of China enterprises were only sporadic cases. Around 2 1 century, cross-border mergers and acquisitions have mushroomed, and the number and total amount of cases of cross-border mergers and acquisitions of enterprises in China have rapidly increased. The new wave of enterprise merger and reorganization has further promoted the structural adjustment and upgrading of China's industry. However, the success rate after M&A is very low, which is generally considered to be only about 3.5%. The main reasons are as follows: First, it is easy to acquire and difficult to operate, and it is not easy for China enterprises to control the acquired companies because they lack transnational operation experience and international management talents. Second, China enterprises have basically acquired some bankrupt companies, and the acquisition itself does not cost much, but to make these companies operate normally, they need to invest several times the purchase price. Third, the integration of corporate culture is a major problem after the merger. 4. The financial services of cross-border M&A in China are not fully expanded. According to the central arrangement, China Development Bank and The Export-Import Bank of China launched corporate loans for "going abroad" and foreign aid-related businesses, and China Export Credit Insurance Corporation was designated as the underwriting department for overseas investment policy insurance. In recent years, focusing on the internationalization of the financial industry is also conducive to "going out" with non-financial enterprises. But even so, at present, only corporate loans for foreign investment have taken shape. There are no special financial varieties and financial mechanisms such as equity funds and equity loans directly used to support foreign investment in China, and the channels for domestic equity financing to support enterprises to "go global" are also very limited. As for the credit guarantee and loan insurance required by enterprises for foreign investment, only a few financial institutions authorized by the financial authorities can provide it at present, which is still far from the requirements of enterprises in terms of service rates and efficiency. Four. Countermeasures and Suggestions on Cross-border M&A of China Enterprises (1) The government should strive to construct policies to promote cross-border M&A of China enterprises. First of all, to meet the needs of cross-border M&A of China enterprises, we should constantly introduce new investment promotion policies and formulate corresponding promotion laws and regulations. Secondly, comprehensively clean up China's international securities investment management laws and regulations, and revise and form a new international securities investment laws and regulations system in accordance with the requirements of promoting cross-border mergers and acquisitions of enterprises. In addition, for all economic and trade partners, continue to strengthen cooperation in investment protection agreements and double taxation avoidance agreements; In addition, efforts should be made to provide relaxed market access opportunities for China enterprises to carry out cross-border mergers and acquisitions. 2. Incentive measures should be adopted to give policy support. Government departments should gradually transition from the current management mode with strict project approval as the main means to the management mode with daily supervision as the main means. Investors should be allowed to manage themselves, simplify the examination and approval procedures, and reduce excessive or opaque examination and approval and reporting. In the process of M&A in China enterprises, government departments should focus on investment supervision, investment promotion and investment services. In terms of financial policy support, we should set up overseas investment development funds, overseas industrial investment funds for small and medium-sized enterprises, and industrial investment funds of great significance to national interests. Establish and improve fund support to play the role of investment and financing platform in China. In terms of taxation, enterprises that "go out" for transnational mergers and acquisitions are given a certain degree of tax reduction and exemption policies, especially projects that can promote exports, develop natural resources and introduce technology, which should be supplemented by preferential tax policies. 3. Improve the overseas investment insurance system. Overseas investment insurance is aimed at the policy risk of the host country, not the general business risk. At present, China Export Credit Insurance Corporation, as a policy insurance company, provides political guarantee for cross-border M&A of China enterprises. However, judging from its current services, it mainly focuses on insurance related to export business, and the political risk business for overseas investment is still quite limited. The lack of overseas investment insurance system in China has increased the cost for overseas enterprises to cope with risks. China should increase its investment in policy risk funds, so that China's export insurance companies can expand their coverage and insurance coverage. (B) the implementation of transnational M&A enterprises should further strengthen the construction of transnational management. Enterprises implementing transnational M&A should establish global R&D centers. One of the main motivations for China enterprises to cross-border M&A is to acquire advanced technology, but the core technology that China enterprises need most cannot be automatically acquired through M&A ... EU countries have set technical barriers to core technology. If laws and regulations stipulate that even if the ownership of an enterprise changes, its core technology is still prohibited from being exported to China. In other words, digesting and applying these technologies requires a process of running-in and transformation. China enterprises should not only rely on the technology acquired through mergers and acquisitions, but also establish their own global R&D centers. For example, Huawei set up a regional headquarters in Europe? The global R&D center, the relocation of Lenovo's headquarters to new york, and the overseas headquarters of hivi Group have both explained the importance of establishing a global R&D center. 2. Multinational M&A enterprises should be in line with the international value chain. The biggest crisis may be the best opportunity. For China enterprises, through mergers and acquisitions, they can enter the global industrial chain, and through investment holding, they can accelerate the integration of China industry and international industrial value chain. For example, China's machine tool enterprises have grasped the value chain integration with European and American international industries through mergers and acquisitions. Dalian Machine Tool Group completed the acquisition of 70% equity of German zimmermann Co., Ltd., costing nearly 10 million euros. Shenyang Machine Tool Co., Ltd. restarted the bankrupt German Heath. These successful cases show that China enterprises should seize the high end of the value chain of the merged enterprises in the process of M&A, which will help China enterprises to connect with the international value chain, and at the same time, in addition to acquiring technology, they can also obtain ready-made R&D teams, marketing channels and internationally renowned brands and other related resources. 3. Enterprises implementing cross-border M&A should take brand as an important carrier to explore and occupy the international market. In addition to technical requirements, we should take well-known brands as an important carrier to explore and occupy the international market. We can't just be satisfied with being a "world factory". With the development of economy, brand should become an important carrier of China enterprises' foreign direct investment to explore the external demand market. The establishment of brand can make our country form a brand product with design and quality from the traditional primary products. Cross-border M&A can lay a foundation for the subsequent internationalization of China enterprises, and China enterprises can initially form a framework of multinational companies. As the implementer of China's direct investment, enterprises will grow and develop, which will help to develop China's foreign direct investment and expand China's external demand market.