Abstract

This case is set in 2011, before and after BYD’s return to the A-share market in June that year. The case describes how BYD attracted much attention from the media and investors after receiving an investment from Warren Buffett’s MidAmerican Energy Holdings in September 2008. BYD’s share price soared from HK$ 8.4 per share (the closing price on the date of the signing of the Placing Agreement with MidAmerican Energy Holdings) to a record high of HK$ 85.5 per share (the closing price on October 23, 2009), an increase of 917.86%. The miracle that BYD had created set high expectations among Chinese investors for its return to the A-share market in June 2011. Although BYD’s 2010 Annual Report showed that its performance had already taken a dip, its Prospectus gave an optimistic statement on the market prospects for its three main business activities. But the first quarter report of 2011 issued one day before its A-share IPO confirmed the earlier worries of the investors. Though BYD’s A-shares fared quite well on the day of the IPO, its mid-year report fell short of investors’ expectations, showing a massive decline of 88.6% in net profits and forecasting a further slide for the 3rd quarter. However, the 2011 annual report surprised everyone with a statement that operating profits had declined by only 49.04% year on year, meaning the company narrowly escaped being called to account by the CSRC (which would have taken action had losses exceeded 50%, as specified in Article 72 of the Administrative Measures for the Sponsorship Business of the Issuance and Listing of Securities).

Keyword

Sponsorship System ;  Build Your Dream（BYD） ;  Earnings Management ;  IPO(Initial public offering)

Abstract

This is a series of two cases on Alibaba’s listing and how the company’s novel governance structure and other special features led to heated discussions among relevant market regulators and investment communities. The IPO of Alibaba on the New York Stock Exchange in 2014 brought great fanfare, analysis, and criticism from stakeholders before, during, and after the launch. Case A presents justification for the “Alibaba Partnership” and the notable risks to Alibaba (including those related to the “Alibaba Partnership” and those of the VIEs, as disclosed in its prospectus). Other aspects of Alibaba’s corporate governance are also discussed, with some major amendments to the prospectus explained at the end of case A. The case series closes with the question of how much tolerance or trust potential investors will afford Ma in their valuation of Alibaba.

Keyword

Listing ;  Alibaba ;  Partnership System ;  Corporate Governance

Abstract

"以电池业务起家的比亚迪，在2002年至2008年期间获得了快速发展，并创造了股价从8.4港元上涨至最高85，5港元，涨幅达917.86%的神话，公司以及其创始人王传福迅速成为备受媒体和投资界关注的对象。这些神话和高关注也使得比亚迪2011年6月回归A股的旅程备受期待。为回归A股，比亚迪的保荐机构为瑞银证券，保荐代表人为丁晓文和汤双定。根据保荐规定，如果比亚迪2011年营业利润同比下降超过50%，丁晓文和汤双定将受到问责。 然而，就在比亚迪回归A股之前的2010年，其业绩和H股股价已显疲态。2012年3月25 日晚，比亚迪发布2011年年度报告（见附表1-3）。报告期内，比亚迪实现营业收入488.27 亿元，同比微增0.78%；实现营业利润仅为14.1亿元，同比下滑49.04%，临近50%的保荐临界值。比亚迪如此精准的盈利设计和管理，对其自身和其保荐人瑞银而言，都可谓虎口脱险了。 本案例将对比亚迪的利润管理过程中的财务报表进行分析，挖掘其采用的会计方法，是学生深入学习如何通过财务报表分析识别利润操纵，并认识进行利润操纵的会计方法。"

Keyword

保荐制度 ;  比亚迪 ;  盈余管理 ;  IPO

Abstract

This is a series of two cases on Alibaba’s listing and how the company’s novel governance structure and other special features led to heated discussions among relevant market regulators and investment communities. The IPO of Alibaba on the New York Stock Exchange in 2014 brought great fanfare, analysis, and criticism from stakeholders before, during, and after the launch. Case A presents justification for the “Alibaba Partnership” and the notable risks to Alibaba (including those related to the “Alibaba Partnership” and those of the VIEs, as disclosed in its prospectus). Other aspects of Alibaba’s corporate governance are also discussed, with some major amendments to the prospectus explained at the end of case A. The case series closes with the question of how much tolerance or trust potential investors will afford Ma in their valuation of Alibaba.

Keyword

Alibaba ;  Partnership System ;  Listing ;  Corporate Governance

Abstract

吉利收购沃尔沃，好比“农村小伙追求世界知名的电影明星”，被诸多分析师视作“冒险的策略”。2001年，吉利成为中国首家获得汽车生产资质的本土民营企业，开启了国内市场的扩张之路。2004年，吉利在港交所“借壳上市”，先后收购英国锰铜公司、澳大利亚DSI公司，一跃成为中国最大的民营汽车制造企业。建立于20世纪初的沃尔沃在安全系统创新方面享誉全球，拥有三点式安全带、侧气囊等多项创新技术，被美国公路损失数据学会多次评为全球最安全的汽车。然而与雷诺合并失败并将轿车事业部出售给福特汽车公司后，2006-2009年沃尔沃连续四年亏损，总额超过30亿美元。竞购沃尔沃，是吉利在全球化战略中迈出的重要一步，然而这一步却相当不易：如何说服福特将沃尔沃出售给一家中国小公司？如何聘请知名投行团队作为顾问？如何应对沃尔沃管理层以及瑞典汽车工会的强烈抗议？如何在金融危机阴影下寻求可靠的融资方案？如何赢得中国及他国政府的支持？如何打败其他竞购对手？当越来越多的中国企业走向世界开展跨国并购，他们常常面临来自各界的质疑，如何应对，该案例留给我们诸多思考。

Keyword

全球化 ;  借壳上市 ;  跨国并购 ;  吉利 ;  沃尔沃 ;  企业家精神

Abstract

This case tells the story of the cross-border acquisition of Volvo by a Chinese private enterprise, Geely. It describes the entrepreneurial spirit of Geely’s founder, Mr. LiShufu (李书福), his persistence in creating a car manufacturing company, and the rise of Geely as the very first private domestic company in China which had a car manufacturing license. The case also mentions that Geely completed a “backdoor listing” on the Hong Kong Stock Exchange, and its globalization process through a series of cross-border acquisitions. Then, the situation of Geely in 2009, a brief story of Volvo and Geely’s pursuit of Volvo is presented. Meanwhile, Li Shufu’s long-standing dream of being a global player in the automobile industry, and in a more macro background, Chinese companies’ efforts to catapult themselves onto the world stage through mergers and acquisitions, are brought to the attention of the readers for an in-depth analysis.

Keyword

Back-Door Listing ;  Cross-border merger and acquisition ;  Entrepreneurial Spirit ;  Geely ;  Globalization ;  Volvo

Abstract

This is a series of two cases on a fishing company’s strategic growth and the financial implications of this growth. Case A describes the growth of Sapmer, its acquisition and its spin-off by Bourbon and how it became a family business that was not expected to make much money. Sapmer’s strategic rebirth then started from its diversification with its tuna venture, which served as a new market niche and reinvigorated this 60-year-old company targeting mainly the Asian market. A new five-year development plan based on guaranteed development of a new segment — super frozen tuna fishing and processing activity in the Indian Ocean, addressing premium sashimi and tataki as well as premium tuna loin and the Asian steak consumer market — was formally drafted in 2007. As Sapmer needed to order new ships for tuna fishing, such a heavy investment called for a special financial arrangement. The company owner was willing to do anything for this family’s pet project, yet it was still uncertain whether the future would bring success. Case B reveals that at the end of the five-year period, Sapmer’s performance was great. Its growth strategy, value-enhancing activities based on tuna sales and diversified portfolio brought fruitful results. The steady upward trend of the share price of Sapmer also reflected the capital market’s recognition of its successful operation. However, while reviewing its financial statements and a report of deliveries of ships and their payment terms, the owner of Sapmer and its board members still found big challenges ahead. Therefore, a balanced view and careful management of the company’s strategic growth and financial arrangement were required.

Keyword

Strategy ;  Strategic Growth ;  Financial Results ;  Financial Statements Analysis ;  Merger and Acquisition (M&A)

Abstract

2013年4月的一个深夜，江西赛维LDK太阳能高科技有限公司的会议室灯火通明，董事会为一笔即将到期的债务吵得不可开交。董事会主要分为两派意见，一派主张还钱，而另一派主张不还。本案例讲述了在全球光伏行业的寒冬里，赛维公司陷入财务危机以及试图自我救赎的故事。

Keyword

赛维LDK ;  太阳能 ;  光伏产业 ;  产能过剩 ;  财务困境

Abstract

马达加斯加及留宁旺岛渔业有限公司（简称SAPMER公司）以捕鱼和海鲜冷冻技术起家，曾被波邦公司（Bourbon）收购，后又经分拆，成为一家不指望赚大钱的家族企业。随后，SAPMER公司借助金枪鱼业务实现了多元化，并从中获得了战略性重生，来自该业务的新利基市场定位为这家拥有60年历史、主要服务于亚洲市场的公司翻开了新的篇章。2007年，公司正式拟定了一个新的5年发展计划，证实将开发一个新的细分市场——在印度洋开展超低温金枪鱼捕捞和加工作业，瞄准优质刺身和“tataki”（炙烤刺身）以及优质金枪鱼鱼柳和鱼排的亚洲消费市场。为此，SAPMER需要订购新的金枪鱼捕捞船，面对这一重大的投资决策，SAPMER公司究竟应该如何进行财务安排？该计划对公司业务有哪些潜在的影响和风险？SAPMER的拥有者愿以一切代价盘活这一家族企业，然而，公司发展前景能够如他们所愿吗？公司应如何制定有效的战略计划，并正确评估其投资效率和潜在风险？本系列共两个案例，案例A叙述了SAPMER公司的成长故事，然而，公司的未来究竟能否成功尚未可知。

Keyword

战略 ;  战略性增长 ;  财务结果 ;  财务报表分析 ;  并购

Abstract

This is a series of two cases on a fishing company’s strategic growth and the financial implications of this growth. Case A describes the growth of Sapmer, its acquisition and its spin-off by Bourbon and how it became a family business that was not expected to make much money. Sapmer’s strategic rebirth then started from its diversification with its tuna venture, which served as a new market niche and reinvigorated this 60-year-old company targeting mainly the Asian market. A new five-year development plan based on guaranteed development of a new segment — super frozen tuna fishing and processing activity in the Indian Ocean, addressing premium sashimi and tataki as well as premium tuna loin and the Asian steak consumer market — was formally drafted in 2007. As Sapmer needed to order new ships for tuna fishing, such a heavy investment called for a special financial arrangement. The company owner was willing to do anything for this family’s pet project, yet it was still uncertain whether the future would bring success. Case B reveals that at the end of the five-year period, Sapmer’s performance was great. Its growth strategy, value-enhancing activities based on tuna sales and diversified portfolio brought fruitful results. The steady upward trend of the share price of Sapmer also reflected the capital market’s recognition of its successful operation. However, while reviewing its financial statements and a report of deliveries of ships and their payment terms, the owner of Sapmer and its board members still found big challenges ahead. Therefore, a balanced view and careful management of the company’s strategic growth and financial arrangement were required.

Keyword

Strategy ;  Strategic Growth ;  Financial Results ;  Financial Statements Analysis ;  Merger and Acquisition (M&A)