"Once successful, China will lose absolute control over Wahaha." Zong Houqing is very worried about this.
The terms are carefully arranged?
1996, Wahaha established five companies together with French Danone Company and Hong Kong Baifuqin Company * * * to jointly produce products with the trademark "Wahaha", including purified water and eight-treasure porridge. At that time, Wahaha held 49% of the shares, while Danone and Baifuqin together held 5 1%. After that, Hong Kong Baifuqin sold its equity to Danone Overseas, making Danone jump to an absolute holding position of 565,438+0%. At that time, Danone immediately proposed to transfer the trademark right of Wahaha to its joint venture company, but it was rejected by the State Trademark Office, so the two sides later signed a trademark use contract.
What Zong did not expect was that a seemingly casual clause in the contract made Wahaha passive in the future. The two sides signed a clause in the contract: "China can use the (Wahaha) trademark in the production and sales of other products in the future, and these products have been submitted to the board of directors of Wahaha and its joint venture company for deliberation ..." "This clause is simply that Wahaha needs the consent of Danone or its joint venture to use its own trademark to produce and sell products." Zong Houqing said: Therefore, in the past 10 years, Wahaha has successively established 39 joint ventures with Danone, accounting for 39% of the total number of subsidiaries of Wahaha Group.
However, after the joint venture, the cooperation between the two sides was not pleasant. Later, Danone acquired Robust, Wahaha's biggest competitor at that time, which made Zong Houqing vaguely uneasy.
What is the purpose of taking huge sums of money?
1999, Zong discussed with the Chinese decision-making team and decided that the companies set up by employees to raise funds and set up a number of companies that have no joint venture relationship with Danone. After the completion of these companies, good economic benefits have been achieved.
Perhaps it is the good performance that makes Danone covet. A few years later, Danone suddenly demanded compulsory acquisition of these companies which were funded by Wahaha employees and had no joint venture relationship with Danone, on the grounds that Wahaha Group "shall not allow any other party except Wahaha Danone joint venture company" in the trademark use contract.
10 years, Zong has been trying to figure out the real purpose of Danone's joint venture acquisition of Wahaha. "At first, we simply thought that this was Danone's recognition and affirmation of Wahaha's brand image and production and sales ability, but its continuous M&A actions in China and its performance after the merger made us gradually realize the real purpose of Danone: Danone acquired Wahaha and other large enterprises in China, not for operating and expanding these enterprises, but for capital operation-buying the equity of China enterprises at a low price and then selling or listing them on the international market to obtain huge funds and profits."
Zong Houqing was worried that once Danone took control of Wahaha with the advantage of 5 1% equity, Wahaha would probably follow the footsteps of Robust. "When Wahaha has twenty thousand employees? What about the Wahaha brand? "
Experts call for antitrust investigation
According to the reporter's understanding, Danone has acquired 54.2% of Shenzhen Yili Mineral Water Company, 50% of Shanghai Meilin Zhengguanghe Drinking Water Company and 22. 18% of Huiyuan Juice among the top enterprises in China beverage industry. At the same time, Danone also acquired 50% equity of Mengniu, a dairy enterprise, and 20.05438+0% equity of Bright Dairy (Market Information), both of which have well-known trademarks in China, and are the vanguard of the industry.
In this regard, Li Guoguang, consultant of China International Economic and Trade Arbitration Commission, believes that Danone has actually monopolized the beverage industry in China, which is a serious violation of the provisions in the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors issued by six ministries and commissions of the State that "the acquirer's turnover in China exceeds/kloc-0.5 billion yuan, domestic assets exceed 3 billion yuan, and domestic enterprises exceed/kloc-0.5, which must be reported to the Ministry of Commerce and the State Administration for Industry and Commerce".
Li Guoguang believes that judging from the trademark use contract between Wahaha and Danone, Wahaha's signing of such unfair terms is indeed restricted, but this contract can be regarded as a "contracting fault" caused by Wahaha's subjective mistake, which is obviously unfair, and it can be requested to take administrative consultation to resolve and cancel the contract. At the same time, Li Guoguang believes that Danone can be investigated for antitrust, and its monopoly status can be forcibly lifted by legal means according to international practice.
■ Verifying Wahaha has not yet expressed its position.
"Zong Regret" was particularly eye-catching on major portals yesterday. In order to verify this matter, the reporter called Zong's office several times, and no one answered it from noon to night.
The reporter then dialed the mobile phone of Shan Qining, deputy director of Wahaha Foreign Liaison Office, to verify the report. Shan Qining said that he was on a business trip in other places and did not know the relevant reports. He will contact the interview until he returns to Hangzhou.
The reporter then asked people who had legal business dealings with Wahaha for verification. They all avoided talking about it and didn't want to talk more. However, a person who once worked in Wahaha Group told reporters that a few years ago, when he was working in Wahaha, there was a saying that Wahaha and Danone were unhappy in cooperation. Now, Zong is interviewed by the media, saying that Wahaha's companies are in danger of being acquired by Danone, and it is not groundless.
"The unpleasant cooperation between the two sides has existed for several years and may be litigated!" A law professor at Zhejiang University said, however, the exclusive right to use Wahaha trademark is still in the hands of Wahaha Group, and Danone cannot achieve "low-cost mergers and acquisitions" only by this clause.
■ The deep marriage of foreign capital touches the sensitive nerves of Zhejiang enterprises.
According to a survey conducted by the Foreign Trade and Economic Cooperation Department of Zhejiang Province, in recent years, "attracting investment by people" has gradually become the main way to attract foreign investment in Zhejiang, and the amount of foreign investment in Zhejiang by means of mergers and acquisitions has also increased significantly since 2003.
During the two sessions this year, Zong, as a deputy to the National People's Congress, submitted the "Proposal on Legislation to Restrict Foreign Capital from Monopolizing Various Industries in China through Mergers and Acquisitions to Maintain Economic Security". He believes that foreign capital has developed from the initial joint venture to more and more acquisitions and "annexation", holding leading and key enterprises in various industries, and suggests speeding up anti-monopoly legislation.
Zhejiang enterprises bombard "foreign monopoly"
Foreign M&A not only inspires Wahaha's sensitive nerves. Last August, Supor (market information) (002032) announced that the company had signed a strategic cooperation agreement with French SEB Group, and SEB would hold up to 6 1% of Supor's shares. What followed was a joint letter from six companies, including ASD, which made a lot of noise for a while.
In February of the same year, when Schneider Electric of Germany and Delixi Group of Zhejiang signed a strategic cooperation agreement, this anxiety gradually spread in Liushi Town, Wenzhou City. Liushi is a famous capital of low-voltage electrical appliances in China, and low-voltage electrical appliances account for 50% of the China market. ...
A few days later, Nan Cunhui, the old rival of Delixi, the chairman of Zhejiang Zheng Tai Group, pointed his gun at "beware of monopoly of foreign-funded industries". Intriguingly, behind the bombardment, Zheng Tai Group and Schneider had a 10 year "love affair". During the period of 10, Schneider repeatedly proposed to buy Zheng Tai shares to form a new family, and lowered the marriage standard many times, but all of them were rejected by Nan Cunhui. 10 years later, the impatient Schneider moved on and finally married Delixi.
Similarly, in June 5438+10 this year, Hangzhou Steam Turbine banned Siemens Wuhan Joint Venture Company, which once again attracted unprecedented attention to foreign mergers and acquisitions. Hangzhou Steam Turbine and Siemens have cooperated with each other for many years, but they broke up three years ago for the same reason as Zheng Taihe and Schneider: Siemens proposed to form a joint venture company controlled by them, but Hangzhou Steam Turbine strongly disagreed.
In order to nip in the bud, professional organizations should be invited to intervene in advance.
Once Zong's Regret is linked with the above cases, the situation becomes clearer.
"From the report, the truth of this matter is close. A successful enterprise like Wahaha and a shrewd boss like Zong have not avoided such problems, which shows that the road to globalization of China enterprises has a long way to go. " Yang Yiqing, executive director of Zheshang Research Association, said.
Yang Yiqing believes that from the overall situation, Danone is obviously in an advantage. Whatever the motivation, at least one thing is certain, that is, the risks of cooperation between Chinese enterprises and foreign capital are everywhere. "The operation mode of Danone's acquisition of Robust was obviously unsuccessful. If Wahaha is forcibly acquired, it is inevitable to follow suit. " Yang Yiqing believes that Wahaha, as a leading enterprise in the food and beverage industry, this kind of merger and acquisition will not only affect its own development, but also bring an impact that cannot be ignored to the whole industry. He suggested that Wahaha Group, which is in a passive position, should not be entangled in the contract itself, but should actively seek solutions through the third party-applying for administrative and judicial procedures.
■ The viewpoint saw "optimism" from the event.
Forced mergers and acquisitions are not easy.
From the article in the Economic Information Daily, Xu saw "optimism".
Yesterday, as the vice president and secretary general of Zheshang Research Association, she told reporters that it was gratifying to see Zong come forward to confess the cause and effect of the joint venture between Wahaha and Danone and loudly say "no" to Danone's forced merger. This at least shows that Wahaha still has hope to turn over in this dangerous situation.
Xu believes that in a large number of foreign acquisitions, private enterprises suffer from dumb losses because entrepreneurs lack the determination and courage to "fight" with one of them. They often use China people's "gentleness and humility" to replace fairness and justice in business cooperation. Joint venture or merger is a contractual relationship; Whether a contract is established and whether it can be performed after it is established depends on whether the parties to the contract agree to recognize and perform the contract; It is not a unilateral will or ruling. "In this sense, it will never be so easy for Wahaha to be forcibly acquired by Danone." Xu is optimistic.
Foreign capital merger and acquisition "wolf is coming"
Xu believes that objectively speaking, many enterprises are keen to cooperate with foreign capital and get foreign capital injection, which is not an absolute motive. But often "market for technology", lost the market and can not get technology; People who want to "borrow a boat to go to sea" fail to go abroad, but "lead the wolf into the room"
It is never too late to mend. Xu said frankly that when foreign capital "comes", as an enterprise, it must first act in accordance with the law and conform to the laws of the market economy. But we should also learn to find legal weapons to protect ourselves, learn to seek the support of the government and all walks of life, and so do western capitalist countries.
Calling for anti-monopoly law
"Danone is undoubtedly suspected of monopoly!" Xu believes that Danone's investment roadmap in China and other relevant materials are enough to reveal the true intention behind its M&A strategy.
Xu called on the relevant state departments to promulgate the anti-monopoly law as soon as possible. In fact, controlling foreign mergers and acquisitions and preventing industry monopoly are in line with foreign legislative trends and international practices. Developed countries such as the United States, Germany and Japan, as well as many developing countries, have already started the review of foreign capital mergers and acquisitions and anti-monopoly legislation to prevent foreign capital from controlling domestic industries and monopolizing them through mergers and acquisitions, thus threatening national economic security.