According to the Economic Information Daily, “Due to unclear understanding of the meaning of trademarks and brands at the time, Wahaha’s development fell into a trap carefully set by Danone.” Zong Qinghou, the founder and head of Wahaha, Recently, we encountered a worrying incident: French company Danone wanted to forcibly acquire 51% of other non-joint ventures of Hangzhou Wahaha Group Co., Ltd., which has total assets of 5.6 billion yuan and a profit of 1.04 billion yuan in 2006, at a low price of 4 billion yuan. Equity.

“Once it succeeds, China will lose its absolute controlling interest in Wahaha.” Zong Qinghou seemed worried about this.

Are the terms carefully arranged?

In 1996, Wahaha, France's Danone Company and Hong Kong's Peregrine Company jointly invested in the establishment of five companies, and jointly produced products under the "Wahaha" trademark, including purified water, eight-treasure porridge, etc. product. At that time, Wahaha held 49% of the shares, and Danone and Peregrine together held 51%. Afterwards, Hong Kong Peregrine sold its shares to Danone overseas, allowing Danone to jump to an absolute controlling position of 51%. At that time, Danone immediately proposed to transfer the "Wahaha" trademark rights to its joint venture company, but was rejected by the National Trademark Office, so the two parties later signed a trademark use contract.

What Zong Qinghou didn’t expect was that a seemingly casual clause in the contract would put Wahaha into a passive position in the future. The contract signed by both parties states: "China can use the (Wahaha) trademark in the production and sales of other products in the future, and these product projects have been submitted to the board of directors of Wahaha and its joint venture for consideration..." "This clause is simple. In other words, if Wahaha wants to use its own trademark to produce and sell products, it needs Danone’s consent or a joint venture with it,” Zong Qinghou 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 Company.

However, after the joint venture, the cooperation between the two parties was not pleasant. Later, Danone acquired Robust, Wahaha's biggest competitor at the time, which made Zong Qinghou feel vaguely uneasy.

The purpose is to obtain huge amounts of money?

In 1999, Zong Qinghou discussed with the Chinese decision-making team and decided to establish a group of companies that had no joint venture relationship with Danone through companies raised by employees to hold shares. After these companies were established, they achieved good economic benefits.

Perhaps it is good performance that Danone covets. A few years later, Danone suddenly requested the forcible acquisition of these companies established by Wahaha employees and held shares on the grounds that the Wahaha Group "should not allow any other party to use the trademark except the Wahaha-Danone joint venture" in the trademark use contract. , a company that has no joint venture relationship with Danone.

After 10 years of contact, Zong Qinghou has continued to figure out the true purpose of Danone’s joint venture and merger with Wahaha. “At first, we simply thought that this was Danone’s recognition and affirmation of Wahaha’s corporate brand image and its production and sales capabilities. However, its continuous mergers and acquisitions in China and its post-merger performance made us gradually recognize Danone. The real purpose: Danone’s acquisition of Wahaha and some other large enterprises in China is not to strengthen the operation of these enterprises, but for capital operation - to acquire the equity of the Chinese enterprise at a low price and then sell or list it on the international market. "Extracting huge amounts of money and profits."

Zong Qinghou is worried that once Danone takes away control of Wahaha with 51% of its shares, Wahaha is likely to follow the same path as Robust. "What will happen to Wahaha's 20,000 employees? What will happen to the Wahaha brand?"

Experts call for antitrust investigation

According to the reporter's understanding, Danone is currently one of the top 10 companies in China's beverage industry In addition to acquiring 39 companies in Wahaha and 98% of Robust's equity, it also acquired 54.2% of Shenzhen Yili Mineral Water Company, 50% of Shanghai Meilin Zhengguanghe Drinking Water Company, and Huiyuan 22.18% stake in Juice. At the same time, Danone also acquired 50% of the equity of the dairy company Mengniu and 20.01% of the equity of Bright Dairy (market information). These companies all have well-known Chinese trademarks and are industry leaders.

In this regard, Li Guoguang, consultant to the China International Economic and Trade Arbitration Commission, believes that Danone has actually monopolized China’s beverage industry and seriously violated the regulations of six national ministries and commissions on the merger and acquisition of domestic enterprises by foreign investors. Regulations" stipulates that "the acquirer's turnover in China exceeds 1.5 billion yuan, domestic assets exceed 3 billion yuan, and there are more than 15 domestic enterprises, and must report to the Ministry of Commerce and the State Administration for Industry and Commerce for review."

Li Guoguang believes that from the trademark use contract between Wahaha and Danone, it is true that Wahaha has been restricted due to signing such an unfair clause, but this contract can be considered to be caused by Wahaha’s subjective mistakes.” If the contract was concluded "negligently" and it is obviously unjust, the party may request administrative negotiation to resolve the contract and annul the contract. At the same time, Li Guoguang believes that Danone can be investigated for antitrust and, in accordance with international practice, legal means can be used to forcibly remove its monopoly position.

■Seeking confirmation: Wahaha has not expressed its position yet

"Zong Qinghou Regrets" was particularly eye-catching on major portals yesterday. In order to verify this matter, the reporter called Zong Qinghou's office many times, but no one answered from noon to evening.

The reporter then called the mobile phone of Shan Qining, deputy director of Wahaha’s External Liaison Office, to verify the report. Shan Qining said that he was on a business trip and was not aware of the relevant reports, so he would contact us for interviews after he returns to Hangzhou.

The reporter then asked people who have legal business dealings with Wahaha for confirmation, but they all avoided it and were unwilling to talk more. However, a person who has worked at Wahaha Group told reporters that a few years ago, when he was working at Wahaha, there was talk that Wahaha and Danone were not happy with the cooperation. Now, in an interview with the media, Zong Qinghou said that Wahaha’s companies are in danger of being acquired by Danone, which is not groundless.

“The cooperation between the two parties has been unhappy for several years, and there may be a lawsuit!” said a law professor at Zhejiang University. However, the exclusive rights to the “Wahaha” trademark are still in the hands of the Wahaha Group, and Danone cannot This clause alone can achieve "low-price mergers and acquisitions."

■In-depth alliances with foreign investors touch the sensitive nerves of Zhejiang enterprises

A survey by the Zhejiang Provincial Department of Foreign Trade and Economic Cooperation shows that in recent years, “introducing people to foreign countries” has gradually become a way for Zhejiang to attract foreign investment. One of the main ways, foreign investment in Zhejiang through mergers and acquisitions also increased significantly after 2003.

During the Two Sessions this year, Zong Qinghou, a representative of the National People’s Congress, submitted the “Proposal on Legislating to Restrict Foreign Capital from Monopolizing Various Industries in my country through Mergers and Acquisitions to Maintain Economic Security” to the National People’s Congress. He believes that foreign capital has evolved from initial joint ventures and cooperation to more and more acquisitions and "annexations", taking control of leading and key enterprises in various industries, and suggested accelerating anti-monopoly legislation.

Zhejiang enterprises attack "foreign capital monopoly"

Foreign capital mergers and acquisitions are not only triggering the sensitive nerves of Wahaha. In August last year, Supor (Quote Information) (002032) announced that the company had signed a strategic cooperation agreement with the French SEB Group, and SEB would hold up to 61% of Supor's shares. What followed was a joint petition from ASD and six other companies, which caused an uproar.

In December of the same year, when Schneider Electric of Germany and Zhejiang Delixi Group signed a strategic cooperation agreement, uneasiness gradually spread in Liushi Town, Wenzhou City. Liushi is China's famous capital of low-voltage electrical appliances. Low-voltage electrical products account for 50% of the Chinese market...

In the next few days, Delixi's old rival - Nan Cun, chairman of Zhejiang Chint Group Hui pointed the finger at "warning against foreign-invested industry monopoly." What is intriguing is that behind the bombardment, Chint Group and Schneider had a 10-year "love affair." In the past 10 years, Schneider has repeatedly proposed to acquire Chint shares to start a new family, and has repeatedly lowered the marriage standards, but Nan Cunhui rejected them all. Ten years later, Schneider lost his patience and fell in love with someone else, and eventually married Delixi.

Similarly, in January this year, Hangzhou Steam Turbine blocked the Siemens Wuhan joint venture, once again arousing unprecedented attention to foreign mergers and acquisitions. Hangzhou Steam Turbine and Siemens, two Chinese and foreign companies, have been cooperating for many years, but the reason for their breakup three years ago was exactly the same as that of Chint and Schneider: Siemens proposed to form a joint venture controlled by it, but Hangzhou Steam Turbine firmly disagreed.

To nip problems in the bud, professional institutions should be invited to intervene in advance

Once Zong Qinghou’s “regret” is associated with the above-mentioned cases, the situation becomes clearer.

“From the reports, the authenticity of this matter is almost certain. A company as successful as Wahaha and a shrewd boss like Zong Qinghou have not avoided such problems, which shows that China The road to globalization for enterprises is long and arduous," said Yang Yiqing, executive director of the Zhejiang Entrepreneurs Research Association.

Yang Yiqing believes that judging from the entire situation, Danone has obviously taken advantage. Regardless of what the motivation is, at least one thing is certain, that is, the risks of cooperation between Chinese companies and foreign capital are everywhere. "Danone's operation model of acquiring Robust is obviously unsuccessful. If Wahaha is forcibly acquired, it will inevitably follow in its footsteps." Yang Yiqing believes that as a leading company in the food and beverage industry, Wahaha's mergers and acquisitions will not only affect its own development, but also affect its own development. It will also have a non-negligible impact on the entire industry. He suggested that Wahaha Group, which is in a passive position, should not get entangled in the contract itself and should actively seek solutions through third parties - applying for administrative and judicial procedures.

■Opinion sees "optimism" from the incident

Forced mergers and acquisitions are not easy

From the article in the "Economic Information Daily", Xu Wangying saw " optimism".

Yesterday, as the vice president and secretary-general of the Zhejiang Entrepreneurs Research Association, she told reporters that she could see Zong Qinghou stand up and speak frankly about the causes and consequences of the joint venture between Wahaha and Danone, and speak out against Danone’s forced merger. Saying "no" is still gratifying. This at least allows people to see that Wahaha still has hope for a turnaround in this dangerous situation.

Xu Wangying believes that in a large number of foreign acquisitions, the reason why private enterprises suffer is that entrepreneurs lack the determination and courage to "fight" with them. They often use the "gentleness and humility" of the Chinese to replace fairness and justice in business cooperation. Whether it is a joint venture or a merger or acquisition, it is a contractual relationship; whether the contract is established and whether the contract can be performed after it is established depends on whether the parties to the contract agree to recognize and fulfill the contract; rather than unilateral will or It's a ruling. "In this sense, it will not be easy for Wahaha to be forcibly acquired by Danone." Xu Wangying is optimistic.

Foreign M&A "Wolf is Coming"

Xu Wangying believes that objectively speaking, many companies are keen to cooperate with foreign capital and obtain foreign capital injection, which is not an absolute motivation. But those who "trade the market for technology" often end up losing the market but not getting the technology; those who want to "borrow a boat to go to sea" fail to go abroad, and instead "lead the wolf into the house".

It is not too late to make amends. Xu Wangying said frankly that when foreign mergers and acquisitions are "wolf-crying", as an enterprise, it must first act in accordance with the law and comply with the laws of market economy. But we should also learn to find legal weapons to protect ourselves, and learn to seek support from the government and all sectors of society. The same is true for Western capitalist countries.

Calling for the introduction of the Anti-Monopoly Law

“Danone is undoubtedly suspected of being a monopoly!” Xu Wangying believes that Danone’s investment roadmap and other relevant information in China are enough to reveal The real intentions behind its M&A strategy.

Xu Wangying called on relevant state departments to promulgate the Anti-Monopoly Law as soon as possible. In fact, controlling foreign mergers and acquisitions and preventing industry monopolies 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 long begun reviewing foreign mergers and acquisitions and anti-monopoly legislation to prevent foreign capital from controlling domestic industries through mergers and acquisitions, implementing monopolies, and thus threatening national economic security.