Chapter 12 Chronology of Overseas Mergers and Acquisitions of Chinese Enterprises (2003-2006)

"Shandong Hongzhi Advertising Group" through its Hong Kong subsidiary "Hongfu International Advertising Co., Ltd.", at a price of 36 million US dollars, injected into Asia Premium Television, which is listed on NASDAQ in the United States, and obtained the largest shareholder status with 32% of the shares .Shandong Hongzhi's entry into Asia's chief media created a precedent for domestic private enterprises to "backdoor listing" in the United States. BOE officially announced to the outside world that BOE has successfully acquired the TFT-LCD (Thin Film Transistor Liquid Crystal Display) business of South Korea's Hyundai Display Technology Co., Ltd. (HYDIS) at a price of US$380 million. .Through this acquisition, BOE has gained direct access to the domestic high-end display field and the global market.

PetroChina International Corporation, a wholly-owned subsidiary of PetroChina, joined hands with Petronas to acquire Hess Indonesia Holdings (AHIH). The entire acquisition cost US$164 million, including part of the operating funds, and the two parties each held half of the shares.The acquisition also includes a 20% interest in Hess' related downstream project - the construction of a facility for the processing and marketing of liquefied natural gas and light naphtha.The acquisition of overseas oil fields by CNPC in cooperation with foreign companies is the continuation of its energy security strategy, and also shows its mature overseas acquisition operation mode.

Delong International Strategic Investment Co., Ltd. acquired the 728 new passenger aircraft manufacturing project owned by Fairchild-Dornier of Germany.Fairchild Dornier, Canada's Bombardier and Embraer are also known as the world's three major regional aircraft manufacturer giants.Fairchild Dornier declared bankruptcy in April 2002 due to a strategic error in the development of the 728 series.This acquisition has made China's regional aircraft manufacturing technology leap forward for 15 years, and Delong has become a regional aircraft manufacturer with world-leading technology by virtue of this project.

Sanjiu Group acquired Japan's Dongya Pharmaceutical, bringing all of Dongya's original product brands and batch numbers under Sanjiu's banner.Through the acquisition of Dongya Pharmaceutical, Sanjiu Group has achieved rapid access to the Japanese pharmaceutical sales market, and it is also the first time for a Chinese enterprise to set foot in the Japanese pharmaceutical field. CNOOC and GORGON signed a liquefied natural gas transaction agreement worth 30 billion Australian dollars (about 150 billion yuan) in Australia.CNOOC will purchase up to 100 million tons of LNG from GORGON in the next 25 years.In the GORGON project, CNOOC intends to acquire a 12.5% ​​interest.

TCL and Thomson of France merged their color TV and DVD assets and businesses to form a joint venture named "TCL-Thomson" with a net asset value of more than 450 million euros. TCL holds 67% of the new joint venture, and Thomson holds 33%. On January 28, 2004, TCL signed a formal cooperation contract with Thomson. Delong's acquisition of 100% equity of MURRAY, which took three years and invested US$80 million, was approved.The third largest brand of garden machinery in the world has become a wholly-owned American subsidiary of Delong Holdings.The successful acquisition of Müller was by far the largest overseas acquisition project of China's traditional manufacturing industry.

TCL Communication announced that it has signed a memorandum of understanding with Alcatel, the two parties will form a joint venture company engaged in research and development, production and sales of mobile phones and related products and services.The new company will exclusively sell and distribute Alcatel-branded mobile phones worldwide.The acquisition also includes a production site and equity in Shanghai. SAIC Motor and Choheung Bank (CHB) have reached a consensus on the acquisition of Ssangyong Motor (SYMC) of South Korea.According to the terms of the memorandum, SAIC Motor will become the exclusive preferred acquirer of 48.92% of Ssangyong's equity, with a total acquisition value of more than US$500 million.Since then, the nine-month-long acquisition of Bluestar and SAIC's shares in South Korea's Ssangyong has finally been settled.SAIC's acquisition is another overseas M&A after it took a stake in South Korea's Daewoo (accounting for 10% of the shares) in 2002, and it was also the largest overseas M&A project in my country's auto industry up to that time.

Xinjiang Zhongji Industrial Co., Ltd. (000972, Xinzhongji) and French SCATV company jointly established Provence Food Co., Ltd. in Paris, engaged in the production and sales of tomatoes.Xinzhongji holds 15.18 million shares of Provence Company for 7 million euros, accounting for 55% of the total shares. SCATV cooperatives account for 45% of the total share capital with equipment, brands and sales network.Provence Foods has 14 well-known brands, and its tomato production accounts for 50.33% of the total tomato production in France.With its acquisition, Xinzhongji became the first Chinese company to invest and hold shares in the French agricultural product processing industry. What is more noteworthy is that Xiangcai Securities acted as the intermediary and financial advisor for this acquisition. This move marks the beginning of domestic securities companies' involvement In cross-border M&A intermediary business, Chinese investment banks began to break the dominance of foreign investment banks in foreign M&A and overseas M&A business.

China's largest online game operator Shanda Interactive Entertainment Co., Ltd. (NASDAQ: SNDA) announced that it has formally signed an agreement to acquire some shareholders of South Korea's ActozSoft (Kosdaq: 052790.KQ) for approximately RMB 800 million (US$91.7 million) in cash About 29% of the controlling interest. Actoz is a Korean online game development, operation and distribution company.In this acquisition, Shanda has monopolized the upstream resources of "Legend 3" and "A3" in the form of indirect holding, and the transaction has consolidated Shanda's largest online game operator in China and a leading online game supplier in the Chinese market status.

Lenovo acquired IBM's PC business, including the Think brand, with US$650 million in cash and US$600 million in stock. IBM holds an 18.5% stake in Lenovo.Legend Holdings will hold about 45% of the company's shares.According to the agreement reached by the two parties, Lenovo can also use the IBM brand within five years.The acquisition made Lenovo the third largest PC maker in the world. China Network Communications Corporation (China Netcom Group) and Hong Kong PCCW Limited (PCCW) announced that the two parties will establish a strategic cooperative relationship to jointly expand the mainland and international business.According to the agreement, China Netcom Group will purchase 20% of the enlarged share capital of PCCW, which is listed in Hong Kong, at HK$5.90 per share in cash. The entire transaction is worth about US$1 billion (about HK$7.9 billion).China Netcom Group will subscribe for 1,343,571,766 new shares of PCCW.

China National Offshore Oil Corporation (hereinafter referred to as "CNOOC") announced that its subsidiary CNOOC Limited, through its wholly-owned subsidiary CNOOCBelgiumBVBA, has signed a contract with Canadian MEG Energy Corporation ("MEG") for the acquisition of its 16.69% interest , and has paid C$150 million for the acquisition. MEG is a company based in Calgary, Canada, focusing on oil sands business. It owns 100% working interests in the lease permits of 52 consecutive oil sands blocks in Alberta, Canada, with a total area of ​​32,900 acres.The acquisition of CNOOC shows that the plan of Chinese oil companies to go to Canada to buy oil is being gradually implemented.In the global context of increasingly tense energy sources around the world, China is also allowing more and more oil companies, including private companies, to go out and "buy oil."

Taiwan's BenQ Dentsu Co., Ltd. (BenQ, hereinafter referred to as BenQ) announced in Beijing that it has formally signed an agreement with Germany's Siemens AG (Siemens, hereinafter referred to as Siemens) to acquire Siemens' mobile phone business unit.According to the acquisition agreement, BenQ will acquire 100% of the shares of the Siemens mobile phone subsidiary, and the transaction will eventually be completed before September 30 of that year.This acquisition made BenQ become "the world's fourth largest mobile phone manufacturer with an annual output of more than 50 million mobile phones." On July 19, U.S. Eastern Time, Mattel, the third largest home appliance giant in the United States, announced that Haier and its partners, BainCapital and Blackstone Group, had withdrawn from the bid for Mattel.Since Haier joined forces with Bain Capital and Blackstone in June to intervene in the bidding war for Mattel with a preliminary acquisition offer of US$16 per share for a total price of US$1.28 billion, during which, another American home appliance giant Whirlpool entered with a high offer of US$1.33 billion. make the situation complicated.With Haier's withdrawal, the mystery has been revealed. PricewaterhouseCoopers, the custodian of Rover in the UK, announced that Nanjing Auto finally purchased Rover.Nanjing Auto purchased Rover with only part of its assets at a price of 50 million pounds.In addition, SAIC's intellectual property issues also made the acquisition of Nanjing Automobile complete, but the dust has not yet settled.The century-old Rover Motors went bankrupt on April 8, 2005 due to debts of 1.4 billion pounds.SAIC reached a cooperation intention with it in June 2004, but after fully considering the debt risk, SAIC terminated the joint venture in April 2005. CNOOC announced that it had withdrawn its acquisition offer for Unocal. So far, the merger case that lasted for half a year ended in failure. In early 2005, Unocal, the ninth largest oil company in the United States, was listed for sale.This company has good oil and gas block resources in Thailand, Indonesia, Bangladesh and other Asian countries, but due to poor management and other reasons in recent years, it has suffered consecutive losses and filed for bankruptcy.After Unocal was listed, CNOOC intends to acquire Unocal.However, the intervention of Chevron, the second largest oil company in the United States, made the entire merger process full of twists and turns. In the end, CNOOC's superior all-cash offer of US$18.5 billion failed to win because of the participation of "political" factors. Alibaba (China) Network Technology Co., Ltd. ("Alibaba") officially announced the acquisition of all businesses of YAHOO China, including portals, YAHOO search, instant messaging and auction businesses.Through this agreement, Yahoo will have a 35% stake in Alibaba, and will pay the latter $1 billion.In addition, according to the documents submitted by Yahoo, the US$1 billion of this merger and related assets is divided into three parts: US$250 million in cash, US$360 million worth of Taobao shares and US$390 million worth of Alibaba shares in the future. part.This M&A case can be described as the largest M&A case in the history of the Internet in China. Huawei officially issued a takeover offer to Marconi's board of directors, planning to acquire Marconi, a famous British telecommunications equipment manufacturer, for 600 million pounds (approximately RMB 8.63 billion).Marconi is a veteran equipment manufacturer in the UK. In 2005, the company was struggling after losing an order from its major customer British Telecom (BT). Prior to this, Marconi and Huawei had signed an agreement to sell products to each other. Kazakhstan Petroleum said that it agreed with CNPC to acquire the entire interest of Kazakhstan Petroleum with its wholly-owned company CNPC International for US$4.18 billion or US$55 per share in cash.Kazakhstan Petroleum Corporation is registered in Canada and listed on stock exchanges in Canada, the United States, the United Kingdom, Germany and Kazakhstan. Its oil and gas fields, refineries and other assets are all in Kazakhstan, with an annual crude oil production capacity of more than 7 million tons.This is the largest overseas M&A case of a Chinese company so far.According to foreign media analysis, for China, which is facing energy hunger and thirst, as part of its efforts to ensure energy supply, after CNOOC failed to acquire Unocal, the success of CNPC's acquisition can be regarded as an important symbolic event.China must continue to implement the strategy of going out and actively participate in global bidding. China Mobile Group announced that its Hong Kong listed company will adopt a voluntary conditional cash offer to acquire all issued shares of Hong Kong China Resources Peoples Telephone Co., Ltd. at a price of HK$4.55 per share, with a total purchase value of approximately HK$3.384 billion.People is one of the mobile phone operators in Hong Kong, currently has more than 1.2 million users.This is the first overseas acquisition of China Mobile, the largest mobile phone operator in China. According to Hong Kong media reports, HNA Group will replace the shares of Xinhua Airlines, which owns 60% of its shares, with Zhongfu Airlines.Headquartered in Hong Kong, Zhongfu Airlines was established in 2001. It is the third airline company registered in Hong Kong after Cathay Pacific and Dragonair.The company officially entered the mainland market in January 2005. Sinopec teamed up with the overseas branch of the Indian National Oil and Natural Gas Corporation to jointly acquire a 50% stake in the Colombian oil company Omimexde Colombia's offshore oil field in Colombia.In this transaction, the two parties each contributed 400 million US dollars and each held 25% of its shares.Colombian state-owned company Ecopetrol will own the remaining 50 percent.The joint acquisition of Chinese and Indian oil companies cannot simply be regarded as a "1+1=2" relationship, but should be regarded as a "1+1>2" strategic cooperation relationship.Due to the cooperation between the oil companies of the two countries, the asking price power has been improved and the acquisition premium has been reduced, and the companies of the two countries have also reduced their operating risks.And this model will provide a good template for cooperation between Chinese and Indian companies in more fields, so that both parties can achieve the goal of win-win cooperation. Haier and Sanyo signed a contract in Tokyo, and the two parties cooperated to establish a joint venture company "Haier Sanyo Co., Ltd."The registered capital of the joint venture is 500 million yen, with Haier and Sanyo accounting for 60% and 40% respectively.Haier invested in cash, and Sanyo entered the joint venture with its original refrigerator business development team. The joint venture will devote itself to the research and development of new global refrigerator products, and the intellectual property rights will be owned by the joint venture.In addition, Sanyo will also sell the refrigerator factory in Thailand, which holds 90% of the shares, to Haier, and Haier will produce Sanyo's refrigerators in the future.