外资并购国有企业问题研究

【作者】 韩立东；

【导师】 杜传忠；

【作者基本信息】 山东大学 ， 政治经济学， 2005， 硕士

【摘要】 近年来,在国际并购浪潮的大背景下,众多外国投资者将并购目标瞄准了中国市场,形成了一股并购国有企业的热潮。在我国加入世界贸易组织不到一年的时间里,我国政府有关部门陆续发布了一系列关于外资并购国有企业方面的政策和规定。这些规章制度标志着比较完善的外资并购法律框架基本形成,理顺了外资兼并收购国有企业的渠道。在这样的背景之下,对外资并购国有企业的有关问题进行深入地研究就具有了积极的现实意义。本论文通过对外资并购国有企业的现状进行研究,从外资和国有企业双方的角度分析了外资并购的动因。在对外资并购已有案例进行分析的基础上,文章认为在外资并购国有企业过程中存在着国有资产流失等方面的问题,针对这些问题,文章从政府、企业两个层面提出了相应的对策与建议。 文章主要由四部分组成: 第一章主要阐述了有关跨国并购的基本概念和类型,对国际直接投资的两种主要方式即绿地投资和跨国并购进行了比较。回顾了自上世纪九十年代以来,外资并购我国国有企业的历史进程,并对已有的外资并购国有企业的模式进行了总结,认为外资并购国有企业的主要方式有直接并购、间接并购和其他方式。 第二章从跨国并购的主要动因理论入手,结合中国国情,分析了外资并购国有企业的具体动因,包括看好中国富有活力的市场;看好国有企业本身的优势地位;快速进入中国市场,获取市场势力;获取并购协同效应等。从国有企业的角度分析了国企寻求被外资并购的动因,包括寻求外来资金支持,提高企业的管理水平,推动企业技术进步等方面的原因。 第三章总结了外资并购国有企业的正面效应,认为外资并购有助于推动国民经济的增长,提高综合生产率,带动我国产业结构升级,提高人力资源的素质。指出外资并购国有企业可能会造成的负面影响,主要包括企业国有资产流失的问题,容易形成外资垄断地位的问题,以及国有企业原有职工的安置问题等。分析了现阶段制约外资并购国有企业的因素。更多还原

【Abstract】 In recent years, while the international community sees an upsurge of mergers and acquisitions, many foreign investors turn their objectives for mergers and acquisitions to Chinese market and an upsurge of mergers and acquisitions of state-owned enterprises has been established. Within less than one year after China’s accession into WTO, Chinese government has successively issued a series of policies and regulations governing mergers and acquisitions of state-owned enterprises by foreign capital, which signified the basic formation of a comparatively complete legal framework for foreign capital mergers and acquisitions and smoothed channels for mergers and acquisitions by foreign capital. Under this circumstance, to conduct deeper research on relevant issues concerning foreign capital mergers and acquisitions is of great active and practical significance. This thesis conducted study on the current situation of mergers and acquisitions of state-owned enterprises by foreign capital, and analyzed the driving forces for mergers and acquisitions by foreign capital from the respects of both foreign investors and Chinese state-owned enterprises. On the basis of analyzing existing merging and acquisition cases, this thesis holds the view that losses of state-owned capitals and assets and several other problems existed in the course of mergers and acquisitions of state-owned enterprises. To solve these problems this thesis proposed accordingly measures and suggestions from the aspect of government and enterprises.This thesis is divided into four parts:The first chapter mainly illustrated on the basic concept and types of cross-border M&A and compared two major modes of foreign direct investments including green land investment and cross-border M&A. While looking backward the history of mergers and acquisitions of state-owned enterprises by foreign capital, this chapter summarized models of existing mergers and acquisitions of state-owned enterprises by foreign capital and made a summary that major methods for mergers and acquisitions of state-owned enterprises by foreign capital mainly include direct M&A, indirect M&A and others.Chapter two started from the driving forces theories for transnational M&A andin considering the Chinese conditions, analyzed specific driving forces for mergers and acquisitions of state-owned enterprises by foreign capital, including strong confidence in vigorous Chinese market, advantageous status of state-owned enterprises, rapid access into Chinese market so as to obtain market advantage and obtain corresponding effects of M&A. From the aspect of state-owned enterprises, the thesis analyzed the driving forces for enterprises seeking for M&A, including seeking for foreign capital assistance, improving of managerial level of enterprises and promoting of enterprises technical advancements.Chapter three summarized the positive effects of mergers and acquisitions of state-owned enterprises by foreign capital and concluded that it could help to promote the growth of national economy, improve comprehensive productivity, bring ahead the upgrading of China’s Industrial structure and better the quality of human resources. This thesis also pointed out the negative effects of mergers and acquisitions of state-owned enterprises by foreign capital, including losses of state-owned capitals and assets, possibility of forming foreign monopoly and rearrangement of original state-owned enterprises staff. This part also analyzed factors limiting mergers and acquisitions of state-owned enterprises by foreign capital for the time being,On the basis of analyzing possible negative effects of mergers and acquisitions of state-owned enterprises by foreign capital, chapter four pointed out ways for bettering the introduction of foreign capital into reform of state-owned enterprises from both governmental and enterprise aspects and pointed out strategies and suggestions of strategic withdrawal of state-owned capital. This thesis holds a view that China should enact and complete relevant laws and regulation systems as soon as possible; standardize governmental management; improve the examination and approval of cross-border M&A; improve the self-construction of state-owned enterprises; actively participate in the cooperation and competition of foreign capital; complete gradually the social security system; speed up the construction of capital market, especially securities market; standardize assets evaluation so as to prevent losses of state-owned assets and cultivate mature intermediate service institutions as so to promote the standardized development of cross-border M&A.更多还原