从一桩失败的中外合资经营案例谈我国对外招商引资中的失误与对策

<正> 从1979年实施对外开放至今,我国对外招商引资工作取得了卓越的成就,利用外商直接投资金额逐年上升,目前排名世界第二,仅次于美国。但是,实际利用外资金额与合同外资金额的比率不够理想,这一问题仍然困扰我国的对外招商引资工作。据统计,1979-1998年,我国实际利用外资金额(2656.03亿美元)占合同外资金额(5722.43亿美元)的比例仅为46.4％,个

Case Analysis of a Failed Sino-foreign Joint Venture and Recommendations for Foreign Investment Introduction in China

In Oct 1995, a Chinese enterprise signed Business Contract of Sino-foreign Cop per Co., Ltd. with an American company. The Sino-foreign joint venture was formally started after being approved by department in charge.The investment volume of the two sides is specified as follows in the contract: the total registered capital of the joint venture is US$ 6.7 million with US$ 3 million from the US side, accounting for 45% of the total; and the Chinese side invests in Renminbi with an amount equal to US$ 3.7 million, accounting for 55% of the total. The investment by the Chinese side will be completed in the eight months after receiving business license and the US side will invest US$450,000 in the first month after receiving business license. The investment will be completed in two years according to the investment volume on the Chinese side. However, owing to the failure of the loan plan, the Chinese side failed to provide US$485,000 in cash included in the investment of US$ 3.7 million in the eight months after receiving business license. Thus the US side refused to invest US$ 3.25 million and demanded the withdrawal of the contract and economic compensations from the Chinese side. Though the case only involves a small-scale joint venture, the problems and missteps it reveals are representative in foreign investment introduction in China, which is worth summarized and drawn a lesson from. 1. Inappropriate contract clauses. To ensure the success of the joint venture, before sign-ing the contract, the two sides of investment should make a cautious plan for negotiation and should not accept clauses that are beyond one's abilities. Otherwise, the failure to carry out the contract will not only kill the joint venture, but also result in compensation for breaching the contract. 2. Incompetent supervision on the part of department in charge. According to relevant laws and regulations in China, agreements, contracts, and charters signed by two sides of investment should be submitted to department in charge for review and approval. Department in charge should pay special attention to the content of the contract in reviewing, especially the foundation, prospects and effects of the joint venture, scale and form of investment of the two sides as well as the ability of honoring the contract. Unreasonable and imprecise contracts should not be approved until the clauses are revised. In the above-mentioned case, department in charge should have noticed that the Chinese side owned an enormous amount of debts due to its long-term loss of profits. Thus it is almost impossible for the bank to continue to provide loans to it. The Chinese side did not have other financing channels beside bank loans. Thus, to ensure the success of the joint venture, department in charge should offer opinions for revision; or require the Chinese side to put the investment into place and provide evidence; or revise the clauses by canceling the cash input; or invite the participation of other competent enterprises to solve the problem. Otherwise, department in charge should refuse to approve the contract and recommend the project to other competent enterprises.3. Single financing channel and deep-rooted conservative concept of relying on bank loans for operation capital.4. Lack of specified talents. The Chinese side is a mine enterprise closed to the outside for a long time without any experience in foreign cooperation. It did not hire any specified talents familiar with foreign investment introduction. Thus, it lacks technical guidance in negotiation, wording of contract clauses, operation of the joint venture and international business arbitration. For example, after the failure of the loan plan, upon the request of the Chinese side, the two sides signed a contract on revising the clauses of investment in Nov 1996, stipulating that the investment by the Chinese side would be limited to current amount without any new input. However, the contract was not submitted to original departments concerned for review and approval, thus was considered invalid. It is due to th