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48-520: Tianjin FAW was founded in 1965 and was originally considered one of the "three smalls" of the Chinese automotive industry, together with Guangzhou Honda and Beijing . Tianjin FAW moved into third place in the Chinese market in 1997. By 2000 they were in second place, in spite of the low quality of their products. Production volumes were high due to the fact that many towns used Xiali cars as taxicabs. Many of

96-1018: A temporary partnership for the purpose of carrying out a particular project, such partnership can also be called a joint venture where the parties are " co-venturers ". The venture can be a business JV (for example, Dow Corning), a project/asset JV intended to pursue one specific project only, or a JV aimed at defining standards or serving as an "industry utility" that provides a narrow set of services to industry participants. Some major joint ventures include United Launch Alliance , Vevo , Hulu , Virgin Media O2 , Penske Truck Leasing , and Owens-Corning . According to Gerard Baynham of Water Street Partners, there has been much negative press about joint ventures, but objective data indicate that they may actually outperform wholly owned and controlled affiliates . He writes, "A different narrative emerged from our recent analysis of U.S. Department of Commerce (DOC) data, collected from more than 20,000 entities. According to

144-439: A 2.2 percent average ROA, while wholly owned and controlled affiliates in the U.S. only realized a 0.7 percent ROA." In European law , the term "joint venture" is an exclusive legal concept, better defined under the rules of company law . In France , the term "joint venture" is variously translated as "association d'entreprises", "entreprise conjointe", "coentreprise" or "entreprise commune". A JV can be brought about in

192-526: A company. By its formation, the JV becomes a new entity with the implications that: On the receipt of the Certificate of Incorporation, a company can commence its business. This is a legal area and is fraught with difficulty as the laws of countries differ, particularly on the enforceability of "heads of" or shareholder agreements. For some legal reasons, it may be called a Memorandum of Understanding . It

240-419: A new market, particularly emerging market ; to gain scale efficiencies by combining assets and operations; to share risk for major investments or projects; or to access skills and capabilities. Most joint ventures are incorporated, although some, as in the oil and gas industry , are "unincorporated" joint ventures that mimic a corporate entity. With individuals, when two or more persons come together to form

288-532: A number of rivals for the privilege, in May or July of 1998. GAC Honda launched its first model, an American version Accord in March 1999 along with its first 4S shop. Making a product that the Chinese consumer had familiarity with through high quality imports as well as a pre-existing sales and service network for these cars may have contributed to the early success of GAC Honda. A recently failed joint venture between

336-523: A partner, and in November 1984 the first vehicle rolled out from the works. At first, local parts content was a mere 8%, but this had jumped to 85% by the end of 1987. The first product was a locally built Daihatsu Hijet in 1984, followed by the Charade which began local assembly in 1986. Production began at a modest level, with 2873 automobiles (Charade) and 9329 minivans (Hijet) assembled in 1988, for

384-496: A principal disadvantage is absence of an interested and influential Chinese party. As of the 3rd Quarter of 2004, WFOEs had replaced EJVs and CJVs as follows: (*)=Financial Vventures by EJVs/CJVs (**)=Approved JVs These enterprises are formed under the Sino-Foreign Investment Act. The capital is composed of value of stock in exchange for the value of the property given to the enterprise. The liability of

432-701: A total of 12,202 vehicles. This increased rapidly, to an annual total of nearly 88,000 cars by 1996. Before the Toyota joint venture, Tianjin FAW produced the Tianjin Xiali TJ730 (based on the 1983 Daihatsu Charade ) and then the TJ7100-TJ7131 hatchback and TJ7100U-TJ7131U sedan under the Xiali brand that was formed in August 1997. Xiali (夏利) is Chinese for "Charade". The TJ7100-series cars, based on

480-404: Is allowed to enter into contracts with appropriate government authorities to acquire land use rights, rent buildings, and receive utility services. In this it is more similar to a CJV than an EJV. WFOEs are expected by PRC to use the most modern technologies and to export at least 50% of their production, with all of the investment is to be wholly provided by the foreign investor and the enterprise

528-604: Is described below. The EJV Law is between a Chinese partner and a foreign company. It is incorporated in both Chinese (official) and in English (with equal validity), with limited liability. Prior to China's entry into WTO – and thus the WFOEs – EJVs predominated. In the EJV mode, the partners share profits, losses, and risk in equal proportion to their respective contributions to the venture's registered capital. These escalate upwardly in

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576-470: Is done in parallel with other activities in forming a JV. Though dealt with briefly for a shareholders' agreement , some issues must be dealt with here as a preamble to the discussion that follows. There are also many issues which are not in the Articles when a company starts up or never ever present. Also, a JV may elect to stay as a JV alone in a "quasi partnership" to avoid any nonessential disclosure to

624-530: Is targeted at consumers in inland cities like Chaozhou and Lanzhou who can't afford its Honda-branded vehicles but desire the cachet and technological underpinnings foreign-tied brands offer. While it was the first China-only brand for any sino-foreign joint venture other, similar marques do exist such as the Dongfeng/Nissan Venucia . The first Everus model, the S1 subcompact, was unveiled at

672-470: Is what will happen if the firm is dissolved, if one of the partners dies, or if the firm is sold. Often, the most successful JVs are those with 50:50 partnership with each party having the same number of directors but rotating control over the firm, or rights to appoint the Chairperson and Vice-chair of the company. Sometimes a party may give a separate trusted person to vote in its place proxy vote of

720-515: Is within his total control. WFOEs are typically limited liability enterprises. Like with EJVs, but the liability of the directors, managers, advisers, and suppliers depends on the rules which govern the Departments or Ministries which control product liability, worker safety or environmental protection. An advantage the WFOE enjoys over its alternates is enhanced protection of its know-how but

768-486: The World Trade Organization (WTO) around 2001 has had profound effects on foreign investment. Not being a JV, they are considered here only in comparison or contrast. To implement WTO commitments, China publishes from time to time updated versions of its "Catalogs Investments" (affecting ventures) prohibited, restricted. The WFOE is a Chinese legal person and has to obey all Chinese laws. As such, it

816-450: The "constitution" of a company in these countries. The articles of association regulate the interaction between shareholders and the directors of a company and can be a lengthy document of up to 700,000 or so pages. It deals with the powers relegated by the stockholders to the directors and those withheld by them, requiring the passing of ordinary resolutions , special resolutions and the holding of Extraordinary General Meetings to bring

864-862: The 1987 Charade. They were very popular in China as taxicabs throughout the 1980s and in the 1990s, the Chinese Volkswagen Jetta joined the taxi market followed by the Hyundai Sonata and Elantra in the 2000s. The Xiali taxi was retired from the taxi market in February 2006 in an effort to cut down pollution. Production of the Daihatsu-based Xiali N3 ran from 2004 to 2012. Production at the Tianjin Xiali plant had shifted to more modern Toyota vehicles, for example

912-603: The 2010 Guangzhou Auto Show. The S1 is based on an old model of the Honda City . GAC Honda ranked highest in customer satisfaction with authorized dealer after-sales service according to the J.D. Power Asia Pacific 2009 China Customer Service Index Study. Joint venture A joint venture ( JV ) is a business entity created by two or more parties, generally characterized by shared ownership , shared returns and risks , and shared governance. Companies typically pursue joint ventures for one of four reasons: to access

960-635: The China-only Everus brand. GAC Honda's products incorporate Japanese-made parts. Originally named Guangzhou Honda, this was changed to GAC Honda in 2009. As of 2011 , the company boasts a per year production capacity of 480,000. Seeking to replace the loss-making of the Guangzhou Peugeot Automobile Company for a joint venture with another foreign car-maker, the government of Guangzhou established Guangzhou Honda Automobile Co Ltd with Honda, which beat out

1008-630: The Chinese market including the Avalon , Corolla , Crown , Reiz and Vios . Tianjin FAW's first product, debuting in 1965, was a copy of the famous Beijing Jeep called the Tianjin TJ210. Between 1973 and 1979 the Toyota look-alike Tianjin TJ740 was also built, although only 63 were finished. In the 1980s, Tianjin's directors decided to look abroad for a joint venture to enable them to build modern small cars. In 1983, Daihatsu had been chosen as

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1056-459: The DOC data, foreign joint ventures of U.S. companies realized a 5.5 percent average return on assets (ROA), while those companies' wholly owned and controlled affiliates (the vast majority of which are wholly owned) realized a slightly lower 5.2 percent ROA. The same story holds true for investments by foreign companies in the U.S., but the difference is more pronounced. U.S.-based joint ventures realized

1104-640: The Founder at board meetings. Recently, in a major case the Indian Supreme Court has held that Memorandums of Understanding (whose details are not in the articles of association) are "unconstitutional" giving more transparency to undertakings. A JV is not a permanent structure. It can be dissolved when: Joint ventures are risky forms of business partnerships . Literature in business and management has paid attention to different factors of conflict and opportunism in joint ventures, in particular

1152-550: The Guangzhou Government and Peugeot ( Guangzhou Peugeot Automobile Company ) also helped to prepare the ground. Beginning in 2009, GAC Honda has distributed automobiles by ship—reducing secondary transport distances and transport losses while also being environmentally responsible. The company also uses rail and road transport. In May 2024, Honda scales down production workforce in China. Everus ( Li Nian Chinese : 理念 ), GAC Honda's first China-only brand,

1200-409: The JV's life, giving the option to the foreign investor, by holding higher equity, obtains a faster rate of return with the concurrent wish of the Chinese partner of a later larger role of maintaining long-term control. The parties in any of the ventures, EJV, CJV or WFOE prepare a feasibility study outlined above. It is a non-binding document – the parties are still free to choose not to proceed with

1248-621: The Shenzhen Stock Exchange issued a delisting risk warning. In June 2019, Xiali officially stopped producing models, with an annual output of only 1,186 units. On December 23, 2019, FAW Xiali issued an announcement to disclose the asset restructuring plan with China Railway Materials. China First Automobile Co., Ltd. plans to transfer its approximately 697 million shares of FAW Xiali (accounting for 43.73% of FAW Xiali's total share capital before this transaction) to China Railway Materials free of charge. On January 8, 2021, FAW Xiali

1296-536: The US) covering know-how and trademarks and supply-of-equipment agreements. The minimum equity is prescribed for investment truncated, where the foreign equity and debt levels are: There are also intermediary levels. The foreign investment in the total project must be at least 25%. No minimum investment is set for the Chinese partner. The timing of investments must be mentioned in the Agreement and failure to invest in

1344-494: The Xiali 2000 that was based on the Toyota Platz/Vitz but the production of the much cheaper Xiali outlived the Xiali 2000. Toyota also builds and sells vehicles in China under its own brand. The Xiali brand was discontinued in 2015 and was replaced by the new brand called Junpai. From 1984 to 2002, Tianjin FAW manufactured Hijet -based Daihatsu mini trucks in China rebranded as Huali Dafa . Currently Huali offers

1392-461: The cases, the status of the formed enterprise is that of a legal Chinese person which can hire labor directly as, for example, a Chinese national contactor. The minimum of the capital is registered at various levels of investment. Other differences from the EJV are to be noted: Convenience and flexibility are the characteristics of this type of investment. It is therefore easier to find co-operative partners and to reach an agreement. With changes in

1440-570: The death of Mao Zedong in 1976, initiatives in foreign trade began to be applied, and law applicable to foreign direct investment was made clear in 1979, while the first Sino-foreign equity venture took place in 2001. The corpus of the law has improved since then. Companies with foreign partners can carry out manufacturing and sales operations in China and can sell through their own sales network. Foreign-Sino companies have export rights which are not available to wholly Chinese companies, as China desires to import foreign technology by encouraging JVs and

1488-503: The directors' decision to bear. A Certificate of Incorporation or the Articles of Incorporation is a document required to form a corporation in the U.S. (in actuality, the state where it is incorporated) and in countries following the practice. In the US, the "constitution" is a single document. The Articles of Incorporation is again a regulation of the directors by the stock-holders in

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1536-753: The first generation Daihatsu Terios and second generation Daihatsu Move . FAW Tianjin also produced the Miles ZX40 , an electric version of the Daihatsu Move which became the first Chinese-built vehicle sold in the United States when it was offered in mid-2006 by Miles Automotive Group . Since 2012, FAW Xiali's net profit after deducting non-recurring items has been negative, and sales have also begun to decline year by year, from 185,000 units in 2012 to 37,000 units in 2016. During this period, due to two consecutive years of losses in 2013 and 2014,

1584-471: The following major ways: In the UK , India , and in many common law countries, a joint-venture (or else a company formed by a group of individuals) must file its memorandum of association with the appropriate authority. This is a statutory document which informs the public of its existence. It may be viewed by the public at the office in which it is filed. Together with the articles of association , it forms

1632-423: The government or the public. Some of the issues in a shareholders' agreement are: There are many features which have to be incorporated into the shareholders' agreement which is quite private to the parties as they start off. Normally, it requires noтуОЧ submission to any authority. The other basic document which must be articulated is the Articles, which is a published document and known to members. This repeats

1680-567: The indicated time, draws a penalty. Co-operative Joint Ventures (CJVs) are permitted under the Sino-Foreign Co-operative Joint Ventures. Co-operative enterprises are also called Contractual Operative Enterprises. The CJVs may have a limited structure or unlimited – therefore, there are two versions. The limited-liability version is similar to the EJVs in status of permissions – the foreign investor provides

1728-539: The influence of parent control structure, ownership change, and volatile environment. Government procurement regulations, such as the Federal Acquisition Regulation (FAR) in the United States, may specify how joint ventures are to be approached as suppliers or confirm that a joint venture or other form of contractor partnering is seen as a "desirable" arrangement for supplying to government. The FAR states that The Government will recognize

1776-405: The integrity and validity of contractor team arrangements [including joint ventures], provided the arrangements are identified and company relationships are fully disclosed in an offer or, for arrangements entered into after submission of an offer, before the arrangement becomes effective. The Government will not normally require or encourage the dissolution of contractor team arrangements. Under

1824-719: The latest technologies. Under Chinese law, foreign enterprises are divided into several basic categories. Of these, five will be described or mentioned here: three relate to industry and services and two as vehicles for foreign investment. Those five categories of Chinese foreign enterprises are: the Sino-Foreign Equity Joint Ventures (EJVs), Sino-Foreign Co-operative Joint Ventures (CJVs), Wholly Foreign-Owned Enterprises (WFOE), although they do not strictly belong to Joint Ventures, plus foreign investment companies limited by shares (FICLBS), and Investment Companies through Foreign Investors (ICFI). Each category

1872-480: The law, it becomes possible to merge with a Chinese company for a quick start. A foreign investor does not need to set up a new corporation in China. Instead, the investor uses the Chinese partner's business license, under a contractual arrangement. However, under the CJV, the land stays in the possession of the Chinese partner. There is another advantage: the percentage of the CJV owned by each partner can change throughout

1920-515: The listed Tianjin FAW unit was dissolved, and its remaining assets, liabilities and employees were absorbed into various FAW Group units. The listed shell company was transferred for no consideration to China Railway Materials to facilitate the backdoor listing of one of its units. Tianjin FAW operated a joint venture with Toyota , Tianjin FAW Toyota Motor Co., Ltd., which, now under FAW Group , produces Toyota passenger cars for

1968-402: The majority of funds and technology and the Chinese party provides land, buildings, equipment, etc. However, there are no minimum limits on the foreign partner which allows him to be a minority shareholder. The other format of the CJV is similar to a partnership where the parties jointly incur unlimited liability for the debts of the enterprise with no separate legal person being created. In both

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2016-474: The project. The feasibility study must cover the fundamental technical and commercial aspects of the project, before the parties can proceed to formalize the necessary legal documentation. The study should contain details referred to earlier under Feasibility Study (submissions by the Chinese partner). There is basic law of the PRC concerning enterprises with sole foreign investment controls, WFOEs. China's entry into

2064-549: The rules applicable to public procurement in the European Union , public bodies may insist that suppliers intending to provide goods and services through a joint partnership accept joint liability for the execution of the contract. According to a 2003 report of the United Nations Conference on Trade and Development , China was the recipient of US$ 53.5 billion in direct foreign investment, making it

2112-440: The same proportion as the increase in registered capital. The JV contract accompanied by the articles of association for the EJV are the two most fundamental legal documents of the project. The Articles mirror many of the provisions of the JV contract. In case of conflict the JV document has precedence. These documents are prepared at the same time as the feasibility report. There are also the ancillary documents (termed "offsets" in

2160-435: The shareholders agreement as to the number of directors each founder can appoint to the board of directors; whether the board controls or the founders; the taking of decisions by simple majority (50%+1) of those present or a 51% or 75% majority with all directors present (their alternates/ proxy ); the deployment of funds of the firm; extent of debt; the proportion of profit that can be declared as dividends; etc. Also significant

2208-472: The smaller towns in rural China had Xiali cars as taxicabs well into the second decade of the twenty-first century. Xiali parts were cheap and it was one of the cheapest cars to run in China. Due to their low running costs, Xiali cars in many towns survived as unofficial "black" taxies till well after they were replaced by other cars as legal taxies. Tianjin FAW subsequently lost market share to several new Chinese automobile manufacturers. Amidst declining sales,

2256-426: The world's largest recipient of direct foreign investment for the first time, to exceed the US. Also, it approved the establishment of nearly 500,000 foreign-investment enterprises. The US had 45,000 projects by 2004 with an in-place investment of over 48 billion. Until recently, no guidelines existed on how foreign investment was to be handled due to the restrictive nature of China toward foreign investors. Following

2304-571: Was renamed China Railway Materials, from then on the reorganized company no longer engaged in automobile production business. Model designation U = sedan A = facelift L = long wheelbase Guangqi Honda GAC Honda Automobile Co., Ltd. is a Chinese automobile manufacturing joint venture company based in Guangzhou , Guangdong province . Co-owned by Honda and GAC Group ( Guangqi ), GAC Honda operates two plants that, as of 2011 , produces Honda-branded models and one car sold under

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