Embarking on the journey to a new era of opening-up - 2018 Deloitte Outbound Investment Guide for Chinese Businesses Global Chinese Services Group ...
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Embarking on the journey to a new era of opening-up 2018 Deloitte Outbound Investment Guide for Chinese Businesses Global Chinese Services Group | June 2018
2018 Deloitte Outbound Investment Guide for Chinese Businesses Foreword 1 Part I – Overview 4 Retrospect and Prospect of Chinese Economy 4 Retrospect and Prospect of Chinese Outbound Investment 5 Greater China Outbound M&A Review 9 The Belt and Road Initiative to Drive a New Chapter of Globalization 15 Considerations and Preparations before Chinese Outbound Investment 17 Part II– Go Global with Chinese Companies 20 Challenges and Solutions for Chinese Outbound Investment 20 Deloitte Provide One-stop Solutions for Chinese Outbound Investment 25 Contact us 34 2
2018 Deloitte Outbound Investment Guide for Chinese Businesses Foreword Deloitte opened its first China office in Shanghai as early as 1917, becoming one of the first foreign accounting organizations to establish a presence in China. Last year, Deloitte China celebrated its 100th anniversary. Over the past 100 years, Deloitte China is committed to making an impact that matters to clients, people and society, and has grown into a leading professional services organization with more than 13,000 people in 22 offices across Chinese Mainland, Hong Kong, Macau and Mongolia. Deloitte's journey in China is an epitome of China's social and economic development. Today, China is the world's second largest economy with a net capital outflow. With Chinese investors' footprints expanding all around the globe, the number of Chinese companies listed on 2017 Fortune Global 500 surged to 115 from 11 in year 2000. In addition to providing quality services to high-growth domestic market, Deloitte is committed to helping Chinese companies penetrate and lead the global markets. Based on this concept, Deloitte Global Chinese Services Group (GCSG) was established in 2003 to support Chinese companies to expand globally and move up the value chain. The guide was jointly compiled by Deloitte China and Deloitte Global Chinese Services Group professionals with local expertise. We hope that the guide could help Chinese companies engage in and make a greater impact in the global market, and become world-class multi-national companies. Patrick Tsang Deloitte China CEO Over the past decade, "Going Global" has been the compelling force for China's economic transformation and the steering guidance for Chinese enterprises' expansion overseas. An increasing number of Chinese enterprises investing heavily overseas, establishing globalized industrial chain and value chain. Meanwhile diversified challenges set in during the globalization. Now is the time to not only go global, but to go well enough and steady enough so as to materialize the verily internationalized operations and become the truly world- class enterprises with global competencies. In pursuit of service excellency during the process of Chinese enterprises going global, Deloitte deploys Chinese-speaking professionals across its global network to provide professional advisory and assistance anywhere, anytime. This Guide earmarks our efforts and sincerity to go global with you, and may you find it helpful for your globalization road map! Vivian Jiang Deloitte China Deputy CEO Deloitte China Markets & Global Network Leader 1
2018 Deloitte Outbound Investment Guide for Chinese Businesses China is making strides in transforming its economy - quality of growth has been the mantra this year. Meanwhile, synchronized recovery in developed countries has shown a positive prospect for global growth. In the New Era, China will play a more active role in updating the international economic and trade order – not only learning from others' strong points but also embracing open innovation in the process of going out. The perspectives on Chinese economy and outbound investment in this guide are based on Deloitte's long-term study on the macro and industry trends, as well as deep communication with clients from all walks of life. Sitao Xu Chief Economist at Deloitte China An increasing number of countries and organizations are actively involved in the Belt and Road (B&R) Initiative to promote its deep development across the globe. Now, the Initiative looks beyond the infrastructure projects, expanded to other diverse industries and sectors in destination countries. While Chinese State-owned Enterprises took lead in the Initiative at the early stage, more private and foreign-funded enterprises are taking parts. It is suggested that the B&R Initiative has driven a new chapter of Chinese outbound investments, during which the overseas investment will witness a continuous growth in value and, more importantly, quality and structure improvement. To move up the value chain, Chinese companies shall strengthen their global competitiveness and resources allocation, and enhance risk management control. This guide offered investment overviews of countries and regions alongside the B&R, as well as key concerns of Chinese outbound investments. Hopefully this guide can be of assistance to companies considering entering or expanding their businesses in the overseas markets. Norman Sze Deloitte Belt and Road Services China Leader Deloitte Northern Region Managing Partner 2
2018 Deloitte Outbound Investment Guide for Chinese Businesses As a trusted business advisor, Deloitte is fully committed to understanding and addressing the business needs and concerns of Chinese outbound investors. Our professionals possess the hands-on outbound experience, in-depth sector knowledge as well as on-the-ground understanding of local market practice advising them throughout the process of the transaction or project. Leveraging the global network of Deloitte, we are devoted to providing one-stop and high- quality multidisciplinary services in connection with their outbound investments regardless of their destination countries from sourcing to execution, from negotiation to integration. This guide provides advice and solutions for Chinese outbound investors to address their complex business challenges, shares Deloitte's distinctive Belt and Road Initiative services and our dedicated outbound investment team. This guide is hopefully to assist Chinese companies in identifying right strategies to guide their over-all investment journey. Derek Lai Vice Chair of Deloitte China Deloitte Global FA Belt & Road Leader Deloitte deployed dedicated teams of professionals possessing Chinese speaking capabilities and knowledge about China and Chinese companies to provide professional advice and comprehensive solutions to Chinese companies globalization. We are committed to expanding our footprints as our clients expand theirs. To stay ahead of the curve in putting the needs of clients as our priority, we continue our efforts in evolving and adapting to the changing dynamics of the marketplaces, and provides advice and solutions to clients to address their complex business challenges. 2018 Deloitte Outbound Investment Guide for Chinese Businesses, released in the joint efforts of Deloitte Global Chinese Services Group and Deloitte professionals across the globe, aims to provide insights on Chinese economy and outbound investment overview and outlook, solutions to outbound related business challenges, and highlights of selected countries as hot destinations. We hope this guide will be of great help to you and please feel free to contact us if professional advice on Chinese outbound investments are needed. Rosa Yang Deloitte Global Chinese Services Group Chairman Deloitte Global Network Affairs Managing Partner 3
2018 Deloitte Outbound Investment Guide for Chinese Businesses Part I – Overview 1.Retrospect and Prospect of a comparable performance in 2018. unsustainable in the medium term. Chinese Economy Therefore, it makes good sense for China will be tested when the cyclical Embracing a lower growth target China to embrace a slower GDP momentum starts losing steam. The closely-watched 19th Party growth target. In short, GDP growth shall slow down Congress has resulted in some clarity in 2018. Considering the tightening on economic policy. As expected, Economic growth certainly comes of labour market, China should lower certain landmark years (e.g. 2020, with costs (e.g. exploding credit its expectation on GDP growth (to 2035, and 2050) were given additional growth). Indeed, the new mantra, 6.0% or even lower). Deleveraging weight with regard to economic coined by President Xi regarding will become more urgent given the and social welfare targets. However, the ‘mismatch between uneven Federal Reserve's tightening policies the GDP growth target has been development and people's desire and the decision made during Trump's deemphasized. This is a welcome for a better life’, suggests that visit to China, which would limit the development given that de-leverage policymakers had become to realize domestic credit growth and lead to and SOE reforms can only proceed that economic development was not further opening of financial industry against a backdrop of slower growth. panacea for everything. We believe (the foreign investment proportion Looking at the contributions from that China's economic resilience is in securities companies, fund the property sector and exports in extremely undervalued; however, the management companies and future 2017, it would be too much to expect current growth rate (around 6.5%) is companies will increase to 51%). Figure 1 Growth pressure of exports and real estate investment under high base China's exports: YoY Investment of property development: OECD composite leading indicator (right) cumulative YoY Commercial housing sales area: cumulative (% ) (%) YoY (right) (%) 60.00 100.60 12.00 40.00 100.40 30.00 40.00 100.20 9.00 20.00 20.00 100.00 99.80 6.00 10.00 0.00 99.60 0.00 99.40 3.00 -20.00 -10.00 99.20 -40.00 99.00 0.00 -20.00 2015-01 2015-04 2015-07 2015-10 2016-01 2016-04 2016-07 2016-10 2017-01 2017-04 2017-07 2017-10 2018-01 2015-02 2015-05 2015-08 2015-11 2016-02 2016-05 2016-08 2016-11 2017-02 2017-05 2017-08 2017-11 Source: Wind, Deloitte Research 4
2018 Deloitte Outbound Investment Guide for Chinese Businesses 2.Retrospect and Prospect of Under the guidance of the B&R Chinese Outbound Investment Initiative, Chinese enterprises are Despite the global slowdown of capital accelerating their globalization. flow, China’s overseas investment In 2017, MOFCOM and the major kept a strong growth momentum provincial commerce administrative with the boost of B&R Initiative and departments recorded and International Capacity Cooperation. approved 6,172 overseas investment According to World Investment Report enterprises, and staffs deployed 2017 published by UNCTAD, in 2016, overseas reached 1 million, indicating global foreign direct investment flow China’s significantly improved fell by 8.9% to US$1.45 trillion. In spite internationalization. of this, China still stood out as the second largest investing country in The Belt and Road Initiative drives the world. Total investment outflow a new chapter to deepen all-round of China increased by 34.7% in 2016 cooperation as well as investment to US$196.15billion, accounting for and trade development 13.5% of global outbound investment, In 2017, total value of non-financial exceeding 10% for the first time. direct investment from Chinese Since ODI outnumbered FDI for the companies to 59 countries along the first time in 2015, China has become Belt and Road reached US$14.36 a net capital exporter in terms of billion, accounting for 12% of total two-way direct investment. In 2016, non-financial direct investment of the the gap between ODI and FDI further period, up by 3.5%. Main investment widened, with net capital outflow hotspots include Singapore, Malaysia, achieving US$62.45 billion. Indonesia, Pakistan, Vietnam, Russia, UAE and Cambodia etc. There were Figure 2 Proportion of China’s ODI flow to global ODI flow grew rapidly 16.0% 14.0% 13.5% 12.0% 9.9% 10.0% 9.1% 8.0% 7.6% 6.7% 6.0% 4.8% 4.0% 2.0% 0.0% 2011 2012 2013 2014 2015 2016 Source: MOFCOM, "2017 World Investment Report" by UNCTAD, Deloitte Research 5
2018 Deloitte Outbound Investment Guide for Chinese Businesses in total 62 M&A transactions along Outbound investment plummeted year growth of 8.7%, among which the the B&R totaling at $8.8billion, with due to supervision, no new number of projects with value over year-on-year growth of 32.5%. Among projects in sensitive industries US$50 million reached 782, adding up them, the largest deal is China In 2017, irrational outbound to US$197.74 billion, taking up 74.5% National Petroleum Corporation investment was curbed by the of the total value of the newly signed (CNPC) and China Energy Company government as non-financial direct contracts. The value of export driven Limited (CEFC)’s joint acquisition of investment in 174 countries and by foreign contract projects was a 12% stake in Abu Dhabi National regions, 6,236 overseas companies US$15.39 billion. Oil Company (ADNOC) for US$2.8 amounted to US$120.08 billion, a year- billion. The turnover of the overseas on-year decrease of 29.4%. In terms Outlook of China Outbound contracted projects along the B&R of the composition, investment in Investment amounted to US$85.53 billion, up equity and debt instruments reached In November 2017, Premier Li Keqiang, by 12.6% year-on-year, taking up US$102.08 billion, a year-on-year pointed out that “It is estimated that 50.7% of the turnover of all overseas decrease of 32.9%, accounting for 85% in the coming five years, China will contracted projects during the same of all investment. Reinvested income import US$8 trillion worth of goods, period. The total value of the newly achieved US$18 billion, equalling receive US$600 billion of foreign signed contracts along the B&R the investment last year, accounting investment, and make US$750 billion reached US$144.32 billion, up by for 15% of all investment. Foreign of outbound investment. And there 14.5% year-on-year, occupying 54.4% investment mainly flows into leasing will be 700 million visits by Chinese of the total value of all newly signed and business services, wholesale and tourists to overseas destinations” contracts in the same period. retail, manufacturing and information at the 20 th ASEAN Plus China, Japan transmission, and software and IT and ROK Summit. By "Going Global", Economic and trade cooperation services, accounting for 29.1%, 20.8%, Chinese companies could realize their along B&R was competitively effective. 15.9%, and 8.6% of all investment shortcomings in local operations, In 2017, China’s trade with the Belt respectively. There were no new learn from others strengths and close and Road countries reached up to projects in real estate, sport and the gap in between. Complement 7.4 trillion yuan with year-on-year entertainment due to government resources with capabilities is growth of 17.8%. Construction of restristion. the top demand for outbound major projects has also progressed. investment. Considering global The Mombasa Port - Nairobi Railway, Cross-border M&A activity remained economic situations, B&R Initiative, initial segment of East Africa railway active in 2017. Chinese business had regulatory policies and the influence network, opened to traffic. The first a total of 341 M&A projects overseas, of innovative technologies, Deloitte tunnel along China – Laos Railway with an actual transaction value of comes up with the following opinions has been bored through successfully. US$96.2 billion, involving 18 industries on outbound investment trend in First-stage of China – Thailand over 49 countries and regions. Among 2018: railway started construction. And them, domestic direct investment •• One could assume that in 2018 the the Hungary – Serbia railway project projects and overseas financing synchronized recovery of OECD and Karachi expressway project projects totaled at US$21.2 billion countries will continue and major are pushing through smoothly. and US$75 billion, taking up 22% and central banks' tightening of the Great breakthroughs were made 78%, respectively. Total turnover of money supply will be gradual (both as for Free Trade Zone. Free Trade foreign contracted projects reached assumptions are sensible). It is also agreements were signed with Georgia US$168.59 billion with a year-on-year quite probable that the renewed and Maldives and negotiations have growth of 5.8%. Newly signed foreign strength of the dollar and event risk started with Moldova and Mauritius, contracted projects increased, totaling (e.g. a hard Brexit) could well keep and RCEP negotiation has made at US$265.28 billion with a year-on- a lid on any rally of the Euro, thus positive progress. allowing the Fed to increase short- term interest rates in a measured fashion. The above scenario, which is entirely plausible, would be positive for China. However, since 6
2018 Deloitte Outbound Investment Guide for Chinese Businesses already in 2017 the vastly improved increase its presence along the B&R fortunes of the developed countries out of concerns of geopolitics and resulted in a favourable backdrop financial risks. for China's external sector, can •• Opportunities and risks coexist Chinese exporters really repeat their along the B&R. Investors must sterling performance in 2018, on a look at projects from long-term relatively strong base of 2017? It is perspective. Risks should not be challenging. In addition, the Trump underestimated, or overestimated. Admiration's pressure on China B&R Initiative therefore will in terms of bilateral trade deficit undoubtedly continue to prevail. reductions will not go away. In May 2015, NDRC estimated that •• B&R Initiative is of increasing Chinese outbound investment significance. Instead of limiting would reach a total volume of B&R Initiative to a strategy serving US$600–800 billion in the next five Chinese companies only, China is years, with many of which flew into intentionally blurring the concept countries along the B&R. In October to encourage more involvement 2017, B&R Initiative was included from related countries and regions into the CPC Constitution, which around the globe. Reforms are showed B&R Initiative’s deep policy taking place too in terms of target implications and encouraged more industries. At the beginning, B&R companies to participate. Initiative was featured by long-term •• Capital control will continue. The infrastructure investment projects, new Administrative Measures for profiting mainly SOEs in China. Enterprise Outbound Investment Now, investments are expanding st would come into effect on March 1 , into trade, manufacturing, IT and 2018. Under the new regulations, tourism, enabling companies to investments in sensitive sectors benefit from B&R Initiative in the near future. Besides, China must Figure 3 China’s non-financial ODI dropped by more than 30% US$ 100 million Growth rate 2,000 60.0% 1,800 49.3% 50.0% 1,600 40.0% 1,400 30.0% 1,200 15.6% 1812 20.0% 1,000 13.3% 10.0% 800 0.0% 600 1201 -10.0% 1180 400 1028 -20.0% 200 -30.0% -33.7% 0 -40.0% 2014 2015 2016 2017 Growth rate Source: MOFCOM, Deloitte Research 7
2018 Deloitte Outbound Investment Guide for Chinese Businesses must be checked by NRDC and equity investment funds will •• Projects that focus on the future those in non-sensitive sectors continue to be restricted. and technological innovation are should file records according to favoured. Chinese investors of the •• Internet companies like Baidu, the value (no record-filing required new generation are determined Alibaba and Tencent (BAT) would for investment below US$300 to promote social progress and play significant roles in outbound million). However, capital control improve living standards through investment. Emerging Internet as a whole is still a temporary technological products. Therefore, companies represented by BAT measure, as all forms of control they invest heavily in frontier science is expanding their investment to are bad for state owned economy and technology fields, such as Silicon Valley in search of high- and private economy. China’s artificial intelligence, biotechnology, quality start-ups. They will initiate economic transformation should etc. Chinese investors are also a third wave of investment boom, focus on further deleveraging and willing to transform traditional following the ones started by SOEs encouraging outbound investment industries, such as real estate, and private enterprises. Internet rather than addressing GDP growth. energy, and manufacturing which companies lay great emphasis on Otherwise, exchange rate of RMB have already faced a capital surplus, strategic blueprint of investment need further adjustment. through advanced technologies and (Baidu’s acquisition of mobile new ideas. The trend in the next •• Investments in sensitive sectors will security company TrustGo, Tencent's five to ten years is to invest in high- continue to be strictly controlled. investment in Online design value projects overseas and open The new list of sensitive sectors retailer Fab, Alibaba's investment in up global markets through venture for outbound investment would Mobile App Search Engine Quixey, investment funds, industrial funds, come into effect on 1st March, 2018. Messaging App Tango and Smart and M&A funds. Irrational investment overseas Remote App Peel etc.), representing in properties, hotels, cinemas, a change of "Made in China" from entertainment, sports clubs and cheap commodities to innovative products. Figure 4 Greater China Outbound M&A Overview: 2005 – 2017 US$ billion Number of Deals 250 480 500 436 200 375 400 293 150 300 237 100 190 186 200 148 110 92 88 50 64 70 100 0 - 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Q1 Q2 Q3 Q4 Deal Value(LHS) Deal Value(RHS) Source: Mergermarket Note: 1) Greater China refers to Mainland China, Hong Kong, Macau and Taiwan. 2) Deal volume includes the number of announced/completed deals with disclosed and undisclosed values during the period stated. 3) Deal value includes the value of announced/completed deals with disclosed values during the period stated. 8
2018 Deloitte Outbound Investment Guide for Chinese Businesses After record-breaking year in terms of outbound M&A transaction value and deal volume, China witnessed a relative slowdown in 2017 with only US$140.7 billion worth (dropped 32.6% from 2016) of 436 (dropped 9.2% from 2016) announced Chinese outbound M&A deals. The tightened regulatory oversight governing capital outflows has cooled off some Chinese investors' spending sprees in investing abroad. 3.Greater China Outbound M&A The announced outbound M&A deal Review value contracted from US$208.7 The landscape in China, however, billion in 2016 to US$140.7 billion remains conducive to Chinese in 2017, attributable to the decline companies in making overseas of mega deals (over US$1 billion) acquisitions or investments, from 39 in 2016 to 29 in 2017. The particularly with a range of supportive notable ChemChina-Syngenta deal, incentives and policies (such as Belt the country's largest outbound deal in & Road Initiative) rolled out by the history, fueled the overall deal value in government. 2016 with US$43 billion. Looking ahead, despite the drop in Overseas targets in Consumer & 2017, we expect the China outbound Industrial Products (C&IP) remained M&A momentum will rebound and attractive to Chinese investors. In remain strong and may reach a new 2017, the largest two announced high in 2018. outbound M&A deals were in Transportation sector: 1) the US$13.8 billion acquisition of UK-based LogiCor Europe Limited by China Investment Corporation (CIC), the Chinese sovereign wealth fund, from Blackstone Group; and 2) the US$11.6 billion acquisition of Singapore-listed Global Logistic Properties (GLP) by a consortium led by China Vanke. 9
2018 Deloitte Outbound Investment Guide for Chinese Businesses Figure 5 Greater China Outbound M&A by Target Region: 2016 vs 2017 Europe deal value (US$ billion) North & Central America 100 deal value (US$ billion) 80 80 60 60 40 40 20 80 20 0 60 2016 2017 2016 2017 United Kingdom 40 United States America Germany Canada France 20 Rest of North Central America Central & East Europe South America Rest of Europe 0 deal value (US$ billion) 2016 2017 15 Middle East & Africa deal value (US$ billion) Australia 16 10 South East Asia(SEA) 12 Japan 5 8 0 4 2016 2017 Brazil 0 Rest of South America 2016 2017 Africa Israel Rest of Middle East Source: Mergermarket Notes: 1) Greater China refers to Mainland China, Hong Kong, Macau and Taiwan. 2) Deal value includes the value of announced/ completed deals with disclosed values during the period stated. 10
2018 Deloitte Outbound Investment Guide for Chinese Businesses Boosted by the largest Chinese Aggregated Chinese outbound deal outbound deal in 2017 (China Vanke- value in United States of America GLP deal), Southeast Asia was the dropped significantly from US$59.5 most favorite destination region billion in 2016 to US$11.8 billion in in terms of deal value with over 2017, attributable to fewer mega US$33 billion worth of Chinese deals deals announced in 2017. In 2016, announced. two notable deals included Avolon Holdings' US$10 billion takeover of Australia, with aggregated US$18.8 CIT Commercial Air Unit and HNA's billion of Chinese outbound deals US$6.5 billion acquisition of 25% stake announced, ranked as the second in Hilton Worldwide. most active destination in terms of deal value in 2017, partly attributable Brazil has been one of the to the US$5.6 billion takeover of destinations for Chinese acquirers power provider Duet Group by seeking for Energy & Resources Hong Kong-based Cheung Kong targets. State Grid acquired CPFL Infrastructure (CKI) as well as the Energia S.A. in 2 phases: 54.64% US$3.1 billion acquisition of Alinta stake in 2016 for US$9 billion and the Energy by Hong Kong conglomerate remaining 45.36% in 2017 for US$4 Chow Tai Fook (CTF). billion. In 2017, United Kingdom attracted Chinese investors have their eyes a total of US$18.3 billion worth of in Israel for companies mainly in Chinese M&A investments, largely innovative technology and consumer attributable to the sale of UK-based products sectors. While a number LogiCor Europe Limited to CIC for over of small deals were announced in US$13 billion. 2017, two notable deals aggregated to over US$8 billion were announced in 2016: 1) US$4.5 billion acquisition of Israeli social game developer Playtika by a Chinese consortium led by Giant Network Group; and 2) the US$3.9 billion acquisition of ADAM Agricultural Solutions by Hubei Sanoda. 11
2018 Deloitte Outbound Investment Guide for Chinese Businesses Figure 6 Greater China Outbound M&A by Target Industry: 2015 – 2017 US$ million $85,272 $17,814 21 53 375 deals $32,645 6 $208,659 2015 $18,425 64 206 $28,675 29 $20,299 49 25 480 deals 12 $3,816 $430 $10,268 $7,022 2016 $104,346 260 98 32 $44,737 $140,674 $6,740 $5,454 26 $36,715 47 436 deals 7 $67,035 2017 75 231 $2,079 50 $19,036 $9,069 Consumer & Industrial Products Life Sciences & Health Care Technology, Media & Telecommunications Real Estate Energy & Resources Financial Services Source: Mergermarket Notes: 1) Greater China refers to Mainland China, Hong Kong, Macau and Taiwan. 2) Deal volume includes the number of announced/completed deals with disclosed and undisclosed values during the period stated. 3) Deal value includes the value of announced/completed deals with disclosed values during the period stated. 12
2018 Deloitte Outbound Investment Guide for Chinese Businesses Volumes of Chinese outbound particularly in developed countries, 51% stake in UK-based Global Switch Consumer & Industrial Products as evidenced by the increased deal Holdings for US$4 billion. Two mega (C&IP) announced deals remained volume in 2017. Representative deals in 2017 were the 3.1 billion strong and consistently accounted announced deal in 2017 included acquisition of Sharp Corporation by for over 50% of respective year's total the acquisition of 93.37% stake in Taiwan-based ES Platform and the outbound deal volume during 2015 Singapore-based medical device US$2.5 billion investment Singapore's – 2017. Significant total announced maker Biosensors International by ride-hailing company Grab by Didi outbound C&IP value of US$104.3 Shenzhen-listed Blue Sail Medical for Chuxing-led consortium. billion in 2016 was primarily due to the US$1.2 billion. striking of US$43 billion ChemChina- Despite volume declined, the value Syngenta deal in 2016. After Only US$19.0 billion worth of outbound Energy & Resources normalizing the impact of such mega of Technology, Media & (E&R) deals increased from US$28.7 deal, the total outbound C&IP value Telecommunications (TMT) deals billion in 2016 to US$36.7 billion in in 2017 would have increased by 0.9% announced in 2017, a sharp decline 2017. Key deals announced in 2017 from 2016. of 57% from 2016 (US$44.7 billion). included: US$9.1 billion acquisition of In 2016, Chinese TMT players made 14.16% stake in Russia-based Rosneft With keen intention to uplift bold moves: Tencent acquired 84.3% Oil by CEFC China Energy and the technological knowhow at home, stake in Supercell Oy in Finland for acquisition of 70% stake in Myanmar's Chinese acquirers exhibited growing US$8.6 billion, Giant Networks agreed Kyauk Pyu Port by a consortium led by interests in overseas Life Sciences to acquire Israeli Playtika US$4.5 CITIC for US$7.3 billion. & Health Care (LSHC) targets, billion, and Elegant Jubilee acquired Figure 7 Greater China Outbound M&A by Target Sector: 2016 vs. 2017 No. of Deals C&IP LSHC TMT RE E&R FSI 90 81 80 75 67 69 70 60 58 48 46 49 47 50 44 40 27 29 26 30 23 24 23 21 18 20 16 17 18 11 14 11 8 12 10 8 10 9 7 - Co rod Au Ch ec Tr Se & eri Tr Re is t r i o n In r v Li H Te M Te Re En e s o Fi r v ea na ic fe du ic av r v an ed l ch P Sp & D S e hol R Se al er ur t a ib ns uc to e m ia l ec l th el ic Sc nc es sp ia il , u t s t es le a g y ce no m Es um t s om , H es ic t y M r ia ie ia W io ot or ta Ca lo & s al nc l er m os iv lP ta gy te s at re un e e pi t ro es s ta ic n du a at li t ct io y s ns al nd & s 2016 Deal Volume 2017 Deal Volume Source: Mergermarket Notes: 1) Greater China refers to Mainland China, Hong Kong, Macau and Taiwan. 2) Deal volume includes the number of announced/completed deals with disclosed and undisclosed values duringthe period stated. 13
2018 Deloitte Outbound Investment Guide for Chinese Businesses Figure 8 Greater China Outbound M&A by Target Region and Target Industry: 2017 C&IP LSHC TMT RE E&R FSI Southeast Asia 26 3 10 1 8 11 59 13.5% Asia Australia 23 3 1 - 9 2 38 8.7% Pacific Japan 8 4 3 2 - - 17 3.9% Rest of Asia Pacific 19 - 12 - 4 1 36 8.3% Germany 31 3 - - 1 - 35 8.0% United Kingdom 15 2 9 - 3 1 30 6.9% France 9 1 2 1 - - 13 3.0% Europe Central & East 9 1 1 - - - 11 2.5% Europe Rest of Europe 33 8 6 2 3 8 60 13.8% Africa 2 - - - 5 - 7 1.6% Middle East & Israel 2 2 2 - 1 - 7 1.6% Africa Rest of Middle East 3 - 1 - 3 - 7 1.6% United States of 37 22 22 - 3 2 86 19.7% America North & Central Canada 4 1 5 1 1 - 12 2.8% America Rest of North & 2 - 1 - - 1 4 0.9% Central America Brazil 4 - - - 3 - 7 1.6% South America Rest of South 4 - - - 3 - 7 1.6% America Total 231 50 75 7 47 26 436 100.0% % 52.9% 11.5% 17.2% 1.6% 10.8% 6.0% 100.0% Source: Mergermarket Notes: 1) Greater China refers to Mainland China, Hong Kong, Macau and Taiwan. 2) Deal volume includes the number of announced/completed deals with disclosed and undisclosed values during the period stated. 14
2018 Deloitte Outbound Investment Guide for Chinese Businesses Despite measures imposed in the Looking ahead, we expect Chinese "bringing in" and "going global," follow second half of 2017 which pulled acquirers continue to seek for overseas the principle of achieving shared a brake on the heated outbound targets in developed countries in the growth through discussion and activities, the Chinese government following sectors: collaboration, and increase openness is still very supportive for Chinese and cooperation in building innovation •• Consumer products acquirers in carrying out overseas capacity. "It is indicated that under the investments actively but prudently. The •• Life sciences guidance of the Initiative, China does overarching theme of the guidelines •• Health care not only focus on the exploration promotes Chinese companies to of overseas markets and the idea expand abroad, transform through •• Technology of "going global" is proposed for collaboration, and uplift capabilities •• Automotive attracting more foreign investments and quality by bringing the advanced and for more efficient allocation •• Energy technologies and knowhow back home: of global resources. Besides, the Nevertheless, outbound investments Initiative serves as a new platform •• Extend economic influence through in "unrelated" sectors and "prohibited" of cooperation for win-win results infrastructure investments and sectors (such as casino, entertainment, through discussion and collaboration, projects along the One Belt One real estate, etc.) are not encouraged. rather than a program/mechanism Road regions and countries imposed on other countries. The •• Expand and export China's 4.The Belt and Road Initiative initiative should be an effective production capacity, equipment and to Drive a New Chapter of approach to building a community of technical standards Globalization shared future. 2018 marks five years since Chinese •• Transform and uplift capabilities President Xi Jinping put forward through collaboration with overseas Deloitte observed that B&R Initiative the Belt and Road Initiative (B&R companies with advanced and welcomes the participation of all Initiative). During the past years, the innovative technologies countries but it attaches more Initiative has been put into practice, importance to the construction •• Explore natural resources abroad to making an increasing impact in the of key areas and major projects. help boosting economic growth in world. Now China has entered a new Taking capacity cooperation projects domestic market era where it looks to move from for example, key construction areas high-speed to high-quality growth. •• Expand foreign cooperation in covers 46 countries. Among them Chinese outbound investment also agriculture and food chain sector for the 15 countries nearby China, drives a new chapter of globalization enhancing the safety and quality of including Kazakhstan, serve as the along with the expansion and further food and ensuring sufficient supply Main Axis, with 24 African, Middle development of the Initiative. domestically East and Central European countries, At the 19 th CPC National Congress including Ethiopia, Zimbabwe, Iran convened in October last year, and Romania, as the West Wing, and President Xi stressed that "We should 6 Latin American countries, including pursue the Belt and Road Initiative Brazil and Chile, as the East Wing. as a priority, give equal emphasis to 15
2018 Deloitte Outbound Investment Guide for Chinese Businesses The B&R Initiative looks beyond throughout the industry chain and market, making it become the infrastructure projects and will bring concrete economic benefits most-favored market entry mode expand its development to other and job opportunities to local for multinationals and investors. industries and sectors. In the past few communities. The goal of "the new M&A also enable investors to years when the Initiative was at the chapter of globalization" powered acquire the core competencies and early stage, most B&R countries had by the Initiative is to seek mutual other intangible assets of the target an urgent demand for infrastructure benefits and common development companies, including research construction and thus achieved the rather the establishment of an and development capabilities, most outstanding performance in exclusive trade-protected zone. trademark, reputation, technologies, the infrastructure industry. Deloitte management and distribution •• Bring on board diversified noticed that, however, the growth in channels, as well as to improve their shareholders and partners other industries and sectors, such business portfolios through cross- While Chinese state-owned as trade, finance, Internet, culture, industrial cooperation. Enterprises took the lead in the education and tourism, increased development and investment of •• Stricter supervision leading to gradually. In terms of the international the B&R Initiative projects at the quality overseas investments production capacity cooperation early stage, more and more private with higher returns projects, both traditional and new and foreign-funded enterprises are The supervision department have emerging industries will see new now engaged in the Initiative. Plus, taken measures to curb ''irrational'' opportunities in the foreseeable for risk mitigation and sustainable overseas investment and improve future. It can be predicted that as development in the destination the alignment of investments with the priorities of China's and other countries, enterprises are likely to the overall B&R strategy. Most countries' development may vary from form joint ventures or other kinds of Chinese companies, in response, year to year, both sides will strengthen cooperative relationship with local have improved their awareness of their cooperation in more and more partners. risk management and capabilities of diversified industries and sectors. transnational operations. From long- •• Cross-border M&A to replace the term perspective, China will continue In the course of in-depth development green field investment as the to expand its global investment of the B&R Initiative, four key trends in major market entry mode scope and upgrade its investment globalization and China outbound Compared with other investment structure, leading to higher quality investment are summarized as modes, cross-border M&A can and returns of Chinese outbound follows: offer most investors, who want to investments and improved strategy accelerate their global journeys, •• Improvement of bilateral of resource allocation. a quick access to the destination and multilateral cooperation mechanisms to drive "a new chapter of globalization" Under the cooperation model proposed by the B&R Initiative, globalization is no longer only about the relocation of production bases from high-cost to low-cost areas, which gives rise to the job opportunities transfer. Enterprises should align themselves with the development strategy of the region they invest in and create synergies between upstream and downstream enterprises by transferring a major portion of their procurement, production, and sales to the region, so as to build an ecosystem 16
2018 Deloitte Outbound Investment Guide for Chinese Businesses 5.Considerations and Preparations 3). Overseas engineering before Chinese Outbound contracting is an integrated Investment international economic cooperation Chinese companies may face various method, which refers to risks in every phase of an overseas engineering projects delegated investment, including challenges in by foreign government, company project research, bidding, negotiation, or project owner to a project signing, closing and operation, as contractor and the contractor shall well as obstacles due to the foreign conduct the engineering according culture, legal system and political to the rules applicable. risks. In light of the above, it is necessary for Chinese companies to Process for Chinese outbound conduct risk evaluation based on their investment - approval and individual situation before conducting recordation overseas investment. 1). National Development and Reform Commission (NRDC) Before conducting overseas Overseas investment projects investment, every company should subject to approval are sensitive ask itself three questions, based on its projects carried out by investors individual situation. either directly or through overseas enterprises controlled thereby. The •• What is our development strategy? approval authority is NDRC. Sensitive •• What can we get from investing or projects refer to projects involving acquiring the target company? sensitive countries and regions; and projects involving sensitive •• Why is the target company an industries. eligible investing/acquiring target for us? Projects subject to filing are non- sensitive projects directly carried Major forms of cross-border out by an investor, namely the investment for Chinese businesses non-sensitive projects involving 1). Under Greenfield investment, the direct investment of assets and company shall set up new entities, equities or the provision of financing including sole proprietorship and or guarantees. For a project requiring joint venture, according to local filing, the authority in charge of laws. If allowed, investment entity filing is (i) NDRC, if the investor is a can be set up by way of contract. centrally administered enterprise 2). Merges & Acquisitions (M&A) (a centrally administered financial is the primary form for Chinese enterprise or an enterprise directly outbound investment. The subordinate to the administration by prerequisite for M&A is sourcing the State Council or its subordinate the eligible overseas target. M&A of organ, the same below); (ii) NDRC, if an overseas company is conducted the investor is a local enterprise and by acquiring the local enterprise by the amount of Chinese investment obtaining the ownership or control is $0.3 billion or above; and (iii) the of the target company, mainly in the provincial development and reform form of equity M&A or asset M&A. authority at the place where the investor is registered, if the investor is a local enterprise and the amount of Chinese investment is less than $0.3 billion. 17
2018 Deloitte Outbound Investment Guide for Chinese Businesses 2). The Ministry of Commerce of 4). State-owned Assets Supervision 6). Other related departments the People's Republic of China and Administration Commission In addition to procedures mentioned (MOFCOM) of the State Council (SASAC) above, overseas investment projects The Ministry of Commerce and the Overseas investment conducted may also need approvals and provincial commerce authorities by solely state-funded enterprises, supports from Ministry of Land and shall implement filing or approval solely state-funded companies or Resources, Ministry of Finance, State respectively based on different state-holding/state-participating Administration of Taxation, General circumstances of overseas companies (SOEs in general) shall be Administration of Customs and investments of enterprises. approved, examined and approved Ministry of Foreign Affairs. or recorded by SASAC as the case •• Overseas investment involving may be. Legal risks for Chinese outbound sensitive country/region or investment sensitive industry shall be subject •• Central state-owned enterprises 1). Political risk is a type of risk that is to approval. should file annual outbound due to the changes of the political investment plan to SASAC and get •• Overseas investment under other circumstances, unstable political approval. circumstances shall be subject to status, changes of legislations and filing. •• Investment projects excluded in policies in the country where the annual investment plan of the investor locates and where the target •• Countries where overseas central state-owned enterprises locates, an investment company may investment shall be subject to shall be recorded and approved by suffer economic losses. approval are countries without SASAC. a diplomatic relation with China and countries sanctioned by the •• Confirmation process of outbound Types of political risks: expropriation, UN. When necessary, the Ministry investment from local state-owned breach of contract by target country, of Commerce may announce enterprises shall comply with foreign exchange restrictions, strikes, separately a list of countries and regulations of local SASACs. wars, political riots, insurance claim regions where overseas investment 5). Anti-monopoly Bureau of settlement etc. shall be subject to approval. MOFCOM 2). Business risk is the intrinsic risk Chinese companies may trigger when conducting business overseas. •• Industries in which overseas the concentration of undertakings investment shall be subject to declaration obligation, when Types of business risks: ambiguous approval are industries involving acquiring all or part of equities or contract arrangements, credit flaw the export of products and assets of foreign companies. of the other contracting party, technologies restricted by the independence of first demand China from export and industries A concentration of undertakings guarantee etc. which affect the interests of more means any of the following: than one country (region). 3). State Administration of Foreign •• Merger of undertakings; Exchange (SAFE): •• Obtaining control over other According to the Circular on Further undertaking(s) by an undertaking by Simplifying and Improving Policies for acquiring equities or assets; Foreign Exchange Administration for Direct Investment, a relevant market •• Obtaining control over, or the entity can choose a bank at the place possibility of exercising decisive of its incorporation for registration influence on other undertaking(s) of foreign exchange for direct by virtue of contract or by any other investment. After the registration, the means. entity is allowed to open accounts, In practice, however, whether a and remit funds (including outward M&A constitutes concentration of or inward remittance of profits or undertakings shall be determined dividends), which are related to direct based on different circumstances. investment. 18
2018 Deloitte Outbound Investment Guide for Chinese Businesses 3). Tax risk/foreign exchange risk Preventive measures: are the risk that the acquiring •• Have a comprehensive company of an overseas target understanding of local laws and may have unforeseen adverse tax regulations in relation to labor consequences due to the unfulfilled relations and dispute resolution tax related obligations by the procedures. target company and the risk of an investment's value changing due to •• Gain deep insights about cultural the changes of currency exchange background regarding labor rates and interest rate. relations; conduct comprehensive assessment and forecast of Preventive measures: conduct tax related labor risks involved in an due diligence, consider taxation M&A transaction, based on a full regulations and depreciation grasp on background and laws regulations of acquired assets, use mentioned above. financial tools to prevent losses •• In the post-merger integration related to fluctuation of exchange stage, Chinese investors shall rate and interest rate, use RMB as the disentangle original labor relations currency of settlement during M&A if in accordance with local laws and possible. culture, and settle labor dispute 4). Labor law risk is the risk that an according to effective laws and investor shall pay attention to when dispute settlement mechanism it conducting overseas operation after dispute. and employ local workforce. 5). Intellectual Property Rights The main risks include: wages/ (IPR) risk refers to the intellectual compensations/transfers/discharges, property rights disputes involved in etc. and different approaches an overseas M&A transaction. to handle labor relations due to different employment regulations Preventive measures: conduct IPR (e.g. minimum wages, collective due diligence, analyze the risk of agreement etc.). infringing a third party's IPR, IPR protection provisions in share/assets purchase agreement, and manage IPR effectively after closing. 19
2018 Deloitte Outbound Investment Guide for Chinese Businesses Part II– Go Global with Chinese Companies 1.Challenges and Solutions for companies, it is advised that the Chinese Outbound Investment enterprises should align their In pursuit of understanding current restructuring plan with their overall situation, challenges and prospect of global strategy, and clarify the Chinese overseas investment, Deloitte rights and responsibilities of the China surveyed 166 companies (51% units (departments) for higher SOEs, 26% foreign-funded companies, management efficiency. 21% private sectors and 2% public 2). Overseas investment institutions) from various industries, destinations: State-owned and found out challenges faced enterprises (SOEs) take lead in by Chinese outbound investors as B&R Initiative while the private follows, and foreign-funded sectors 1). Organization structure: nearly focus more on developed 80% of the Chinese enterprises markets have set up centralized or Southeast Asian, West Asian and decentralized organization African, South Asian countries structures for their are the most-favored investment international business while destinations of SOEs participating 20% of them still not ready in the survey. The result of the The statistics shows that 78 survey is consistent with that of percent of the enterprises 2015, which well suggests that participating in the survey have SOEs, guided by the national restructured for global success, initiative, are and will continue to among which 38 percent have serve as the role of "group head" in established international business the development of the Initiative. unit in different functions, 28 Unlike SOEs, however, private and percent have set up independent foreign-funded enterprises pour departments for international more investments into developed business management and the regions such as the US and other 12 percent have formed European countries owing to the overseas subsidiaries (branches). relatively low risks, mature market As there exists no single perfect economies as well as the sound organizational structure for all legal systems in these countries. 20
2018 Deloitte Outbound Investment Guide for Chinese Businesses 3). Future overseas investment 4). Top 3 challenges faced by Regulation comes after risk as scale: over 50% of the Chinese overseas investors are the second largest challenge enterprises will continue to "risk, regulation and talent" facing outbound investors. Due expand their global business A large number of cases have to the growing law enforcement while around 30% remain proved that no preparation for risk efforts and increasingly strict unclear about their business management, improper measures regulation on the investments at strategy to future overseas to risk mitigation and no reflection home and abroad, enterprises investments on risk coping are three major become gradually aware that it is The statistics indicates that 60 reasons leading to the failure crucial to obtain prior knowledge percent of the SOEs and 41 percent of overseas investments. In the of regulatory environment and of private enterprises will continue context of the B&R Initiative, the compliance operations in the target to expand their global business, overseas investors shall consider destinations. whereas nearly a half of the private how to manage the risks from an 5). Pre-investment stage is the most enterprises remain unclear about innovative perspective. It is far from challenging in the full lifecycle of the business strategy towards its enough for the investors to conduct outbound investment future overseas investments. When risk analysis on one-by-one basis With Chinese companies' in-depth going global, without the guidance as the situations of countries along development of global business, of clear and long-term business the Belt and Road are complicated the information asymmetry strategy, the companies are and vary from country to country. becomes one of the biggest prone to carry out impulsive and Thus, following the comprehensive barriers hindering enterprises short-term investments, ultimately risk assessment, enterprises shall from building a proper outbound resulting in economic loss.。 build a risk management system investment strategy. When involving risk identifying, warning conducting due diligence, the and coping, tailored to their business plans. 21
2018 Deloitte Outbound Investment Guide for Chinese Businesses enterprises can leverage the 6). Business risk allocation and global network and channels of sharing are key considerations international professional services in project financing organizations to collect necessary More enterprises attach and detailed information on emphasis on the risk sharing and investment destinations and improving project bankability. the predicted returns on the When enterprises invest in the investment targets. infrastructure and energy projects in particular, they shall build a well- The challenges occurred in structured business architecture the "investment" and "post- and more importantly, ensure the investment" stage also shall not minimum guarantee and limited be underestimated. During the recourse debt by any means. investment, although most of the 7). Global talent management: it is companies have already actively crucial to make best endeavors carried out the “localization to develop global talent through operations", the headquarters various approaches and shall to some extent strengthen programs their management capabilities for International talent pooling and specific projects and subsidiaries development requires long-term (branches). With regard to the efforts. To stand out in the fierce "post-investment" phase, improving competition for global talent the abilities of integration, business resources, more endeavors should continuity management, as well be made to attract and develop as evaluation and supervision international talent through serve as the priorities for overseas improved talent incentive and investors. retention mechanism. 22
2018 Deloitte Outbound Investment Guide for Chinese Businesses To help Chinese companies address projects and make adjustments, the infrastructure and energy the major challenges, Deloitte pro- as well as improve and manage the projects in the countries along vides the following solutions and global portfolios based on the post- the Belt and Road. On the basis advice: investment summary. of local investment environment 1). Carry out a thorough and 3). Adopt inclusive and diversified and regulations, along with the comprehensive due diligence business models for local key characteristics of the projects, to identify various risks, management and develop Chinese companies shall propose understand regulatory overseas operational planning a plan on investment structure compliance requirements and and long-term expansion and operation model, and leverage set up a coping plan before strategy simultaneously the overseas financing channel for kicking off the investment Chinese enterprises will tax savings and risk transferring. projects strengthen their management Plus, establishing a finance center Enterprises can deal with most on the subsidiaries (branches) in Hong Kong can greatly facilitate challenges of "risk management" and and investment projects across the financing and global portfolio "domestic and foreign regulatory the globe, and meanwhile the management. compliance" if they engage qualified management model and the role 5). Build new strategies for global professional organizations to carry of headquarters will definitely talent pooling and development out a full and comprehensive due undergo a period of transformation to map with the development diligence before investing overseas. to optimize the companies' the companies' global business Leveraging the global network allocation of global resources, With Chinese companies' in-depth and professional expertise in through improved management development of international the investment destinations, the and mutual promotion between the business, the current number organizations manage to assist overseas subsidiaries (branches) quality as well as the structure of the companies with their pre- and investment projects. To talent can no longer meet the ends investment preparation. secure operational success in the of the companies' requirements. 2). Build an investment destination markets, enterprises Besides, the recruitment and optimization model to improve shall consider their level of management of international their global business portfolios international business involvement personnel have become the new based on analysis of their overall and then build clear outbound challenges for most Chinese global business strategies business strategies, select the companies. More new approaches During the "pre-investment" proper investment targets and shall be explored, as it is evidently phase, enterprises shall evaluate design overall operation plan from not feasible to copy the talent whether the investment projects product portfolio to value chain, management and distribution are aligned with their long-term on the grounds of thorough due model of the investment target business strategy. Apart from diligence, complete corporate companies. In consequence, the before mentioned risk management strategy and knowledge about update of human resources system and regulatory, other factors overseas markets. and setup of new strategies to guide such as the role of projects in the 4). Enhance cooperation with local international talent pooling and whole portfolio and the layout governments and partners for development can make an impact of international business shall financing risk sharing and tax on the companies' global journey in also be taken into consideration. savings the long run. Facing a multitude of investment When investing abroad, enterprises opportunities, enterprises can take should innovate new financing advantage of the new technology— approaches, instead of relying big data to build a dynamic on the corporate guarantees. investment optimization model, Enterprises shall attach more by which enterprises can assess emphasis on the risk sharing and and select the proper projects, improving project bankability, analyze the returns on investment especially when carrying out 23
You can also read