Our corporate diligence, what they knew ! but suck

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    August 5, 1996; Pg. 42 Bruce Einhorn in New York, with bureau reports

    Business Week
    By Bruce Einhorn in New York, with bureau reports
    August 5, 1996, Pg. 42

    There are now thousands of Chinese companies in the U.S. Here’s how they got here and what they do

    For over half a century, Southwest Products Co. has supplied the U.S. defrnse and aviation industries. The small but highly regarded Irwindale (Calif.) company has carved out a niche as a leading manufacturer of spherical bearings for aircraft made by Boeing, McDonnell Douglas, and Lockheed. Today, its 60 factory workers make bearings for the Pentagon’s C-17 military transport plane. NASA even uses Southwest’s bearings in the Space Shuttle.

    Figuring out just who owns the company leads to a tale of some complexity.

    Last January. a recently formed U.S. company named Sunbase Asia Inc. bought

    Southwest. But it is an American company only on paper. Although it’s listed on

    NASDAQ. Sunbase’s real owners are in Hong Kong and China.

    In fact, Chinese government companies are among those owners. The key player is Gunter Gao, a skilled dealmaker from the mainland, now in Hong Kong, who has valuable connections across China. His partner is New China Hong Kong Group, an investment fund that includes some of Beijing’s largest state-owned conglomerates. Sunbase also owns a huge bearing company in Harbin, a city in China’s northeastern Rust Belt, still partially owned by the city government.

    Clearly, Southwest’s new owners wanted it for more than quarterly earnings. What they got was a company with solid U. S. government contracts and technology sensitive enough that Southwest needed U.S. government approval to transfer knowbow to a joint venture in Shanghai. Now, Southwest can help transfer some technology to Harbin. "We have the opportunity to take them to the next level," says former Southwest CEO William R. McKay, an American who is now CEO of Sunbase.

    Sunbase is a link in America’s new China connection. It is one of hundreds, perhaps thousands, of companies with Chinese ties that have quietly stepped up operations in the U.S. From gigantic state monopolies to nimble new enterprises backed by local municipalities, the Chinese corporate presence is spreading in myriad ways. A prosperous village in Shandong province now owns a 213-room hotel, the Cockatoo Inn, near Los Angeles International Airport. A company partially owned by the People’s Liberation Army (PLA) advertises its 999 brand pharmaceutical products on a Tunes Square billboard. DARK SIDE. Despite the ups and downs in relations between Beijing and Washington, the Chinese have lots of reasons to expand in America. Many see the growing $ 35 billion trade surplus with the U.S. and want to get a greater piece for themselves. Others crave U.S. technology and capital to boost their campaigns to compete in China and elsewhere. Within 10 years, "we’ll see a significant number of internationally competitive Chinese firms," predicts Barry Naughton, an economist at the University of California at San Diego.

    But there’s a darker hue to some Chinese activity. In many cases, companies are testing the limits of U.S.-- and Chinese -- policies. At a time when many U.S. lawmakers and business and labor leaders worry about technology flows to China, Chinese entities operating in the U.S. are winning access to knowhow. Trade is another area of potential abuse. In May, U.S. representatives of PLA companies were among 14 people charged in San Francisco in an alleged scheme to smuggle AK-47 machine guns and other munitions into the U.S.

    Moreover, an estimated 100 Chinese companies have employed sophisticated maneuvers to acquire listed companies in North America, gaining backdoor access to financial markets. If the practice expands, it could undermine the ability of regulators to maintain transparency and protect smaller investors.

    The China connection thus is a double-edged sword. It can help introduce Western business concepts into China’s economy. But it also means that Americans are confronting a new kind of foreign investment, sometimes made by companies that aren’t really private. And the corporate model favored by Chinese companies is so complex, with multiple layers and various offshore entities as buffers, that it is often hard to determine the real ownership (table).

    If current trends hold, this Chinese influx could be just the beginning. According to the new China Chamber of Commerce in U. S.A. Inc., fewer than 400 companies from China have approval from Beijing to be in the U.S. But it estimates the actual number is more than 1,000. Add companies run by Chinese nationals in the U.S. and the number is more than twice that, says Xiaomin Chen, a graduate of Brigham Young Law School who is president of the U.S.-China Lawyers Society.

    Since only a tiny percentage of China’s millions of enterprises are operating in the U.S., the potential for growth is huge. Many in Corporate America anticipate a spending spree. "They’ll do what the Japanese did in the 1980s," predicts Robert S. Bodey, a senior manager at Deloitte & Touche in New York. "One day they’ll get wired $ 300 million [from China] and buy something." For a piece of that future business, Deloitte & Touche and eight other companies have formed the American Association for Chinese Companies (AACC), which helps mainland businesses get established in the U.S.

    For Chinese companies starved for capital, perhaps the biggest attraction is U.S. cash. The process usually starts with forming a joint venture with overseas partners, often Hong Kong-based subsidiaries of Chinese outfits. That turns it into an overseas joint venture, beyond the reach of Beijing’s regulators. The new company finds an American shell, buys out the old owners, changes the name and management, and starts doing business as a new U.S. company. Sunbase Asia, for instance, got its listing on NASDAQ through a reverse takeover of Pan American Industries Inc. last year.

    As at Sunbase, American executives often head up these new companies. Joseph R. Wright Jr., for example, a former vice-chairman of W.R. Grace & Co., is the unlikely chairman of AVIC Group International Inc., a telecom company. AVIC’s largest shareholder is Beijing Catch Communications, owned by the Beijing city government. Beijing Catch started AVIC last year to get capital for telecom projects such as paging and satellite networks. "We wouldn’t do this if we weren’t partially owned by the government," Wright says.

    Technology is another powerful lure for Chinese entities. In an industrial park on the northern shore of Long Island, for example, Brian Z. Li runs a new subsidiary of Livzon Pharmaceutical group, a Guangdong drugmaker that is trying to soak up U.S. knowhow. Li, a Guangdong native who got a masters degree from St. John’s University in 1991, says the small plant started production of acetaminophen last month and will begin producing aspirin in September. The goal is to have a line of over-the-counter drugs for store brands of U. S. chains.

    As he proudly shows off his new lab. Li says his main goal is "a very aggressive research and development program." ‘lb learn about developing new products as well as to follow strict U.S. safety standards for drugmaking, the company has hired a chemist, laboratory supervisor, production manager, and marketing specialist from other companies.

    Like Livzon, more Chinese companies want to use expertise gained in the U.S. to help their home business. Soft-drink maker Jianlibao America Ltd. in New York is in search of knowhow Co take back home. Likewise, Shanghai Tire & Rubber Co. has an R&D center in Akron. Thanks to research conducted by local hires there, the company’s Shanghai factories in Junc started rolling out radial tires for the first time. Now, General Manager Wang Dengxiang says he’s trying to match rivals such as Goodyear Tire & Rubber Co. and Bridgestone Corp. "We have to speed up our technology development or we will have lost our opportunity," says Wang. NOT SHY. Such talk worries some U.S. China-watchers. Chinese companies have a license from headquarters to acquire technology, says Ron Montaperto, senior fellow at the Institute of National Strategic Studies in Washington. Montaperto believes government and military companies may be getting some technology illegally. "They’ll get it most any way they can," he says. So far, though, no Chinese have been convicted in cases involving industrial espionage.

    Of all the Chinese entities operating in the U.S., the most controversial are those owned by the People’s Liberation Army. One of the biggest is China North Industries Corp., or Norinco. With some 10 subsidiaries in California, Michigan, New Jersey, and elsewhere, Norinco is an active importer and exporter of sporting goods, medical equipment, auto parts, and other products. A Norinco subsidiary imports Chinese-made toy dogs and cats named "Spunky" and "Princess."

    Other imports from China aren’t so innocuous, according to the U.S. Attorney in San Francisco. Norinco employees in China and the U.S. were among those charged after a U.S. Customs and Bureau of Alcohol, Tobacco & Firearms sting operation allegedly implicated them in smuggling weapons into the U.S. Others charged included the president of Dynasty Holdings, a subsidiary of Poly ‘Technologies, also with ties to the PLA. All defendants have pleaded not guilty, and no trial date has been set yet.

    Even with such setbacks, companies affiliated with the Chinese military are expanding their U.S. business. Xinxing, run by another branch of the PLA, has a new trading company in El Monte, Calif. While the home company exports military and police uniforms to other countries, Xinxing (U.S.A.), which opened last year, sticks to imports of nonmilitary clothes for the American market, says a Xinxing manager in El Monte, who insisted on being identified only as Michael.

    The network of PLA companies has expanded even as congressional critics of Beijing, having failed to cut off China’s most-favored-nation trade status, have targeted PLA companies for sanctions. Representative Benjamin A. Gilman (R-N.Y.), chairman of the House International Relations Committee, is planning to hold hearings this September on the PLXs role in the U.S. economy.

    U.S. labor unions are also uneasy about the growing presence. AFL-CIO Secretary Treasurer Jeffrey L. Fiedler has started tracking PLA companies. "They’re more aggressive, there’s no question," he says. "You have American people as consumers unwittingly subsidizing the PLA."

    But military-related players are a distinct minority. More typical is BNU Corp., a wholly owned subsidiary of state-owned China National Cereals Oils & Foodstuffs Import & Export Corp. (COFCO). It plans to break ground later this year on an $80 million commercial retail, office, and hotel complex in Phoenix. Another subsidiary has issued $ 150 million in commercial paper out of Chicago since 1994. The goal, says BNU’s Chinese-born president, Elizabeth N. Mann, is "to make COFCO a real multinational company."

    That’s the goal of many Chinese enterprises operating in the U.S. -- to transform themselves into much more globally competitive companies. "It’s hard to imagine a well-developed country without big, well-known companies," says Yang Hongwei, president of Beijing-owned Sinochem (USA) Inc., a conglomerate with ambitions to rival South Korean giants. "We want to develop into a company like Daewoo."

    Chinese companies such as Sinochem are still only in the beginning stages of absorbing U.S. capital and knowhow. Likewise, many Americans are just now learning about China’s expanding connections. For Americans who have finally learned to understand Japanese investment, China represents a different model. Japan’s investments are led by its big keiretsu, or industrial groups. But with China, many investments are spurred by government-owned entities.

    Ultimately, China’s expanding connections in the U.S. could have an impact on how Washington manages overall relations with Beijing. The U.S. might lose some leverage in shaping the Chinese government’s conduct on, say, human rights if state-owned entities and military-backed units are able to raise capital and win access to technology in ways that Washington can’t control. UNKNOWNS. But it’s also possible that a growing presence of Chinese companies in the U.S. could have a beneficial impact. American companies with big investments in China might not be so vulnerable to Beijing’s scorn if Washington is able to retaliate against Chinese state-backed companies in the U.S. More broadly, the U.S. could emerge as a base that encourages the most entrepreneurial Chinese to push for economic liberalization.

    By moving into the U.S., these companies are forging closer ties between the two countries, ensuring a greater exchange of ideas and expertise,

    No one can predict yet whether the expanding China connection will be a long-term force for better or worse. But it is destined to grow rapidly and touch many sectors of the American economy. Ever since China opened to the U.S. in 1979, American leaders have talked about how U.S. business investment will help transform the Middle Kingdom. The scale is smaller, for sure, but the Chinese are starting to show that they can have an impact in the U.S., too.

    China Inc. in America
    Here are the different kinds of Chinese entities operating in the U.S. STATE-OWNED ENTERPRISES Affiliates of central government such as Sinochem, CITIC, and COFCO have been active in real estate, manufacturing, and finance and are the largest direct Chinese investors in the U.S.

    PROVINCIAL AND CITY COMPANIES Formerly obliged to work through Beijing, lcals have now set up their own American trading, manufacturing, investment, and financial companies

    PEOPLE’S LIBERATION ARMY COMPANIES Military-owned companies such as Norinco have a widespread network of American affiliates importing Chinese-made consumer goods, toys, auto parts, and medical equipment

    HYBRIDS Working through wholly owned subsidiaries in Hong Kong, many companies are blending funding from Chinese government or military entities with Hong Kong capital, blurring their identity

    A Back Door To U.S. Capital
    Here’s how one enterprise owned by Chinese state companies used a complex pattern of shell companies to raise capital in New York’s financial markets.

    THE ORIGINAL COMPANY Tongyun Container near Shanghai is majority owned by a Hong Kong entity called Sinocity. But Sino-city is a front company for five Chinese state companies. This arrangement allows the owners to qualify as a foreign company with special privileges in China.

    THE NEED FOR CAPITAL Facing bureaucratic obstacles to listing on China’s stock exchanges, the company decides to raise capital in the U.S.

    THE HOLDING COMPANY Through Sinocity, the Tongyun investors take an 80% stake in China Container Holdings (CCHL) in the British Virgin Islands, a tax and regulatory haven.

    THE REVERSE TAKEOVER To avoid the cost and difficulty of a direct listing in New York, the British Virgin Islands company merges itself into a moribund publicly traded US. company. It changes the name to China Container Holdings (U.S.A.). This entity issues shares and funnels capital back to Tongyun in China.

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