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According to incomplete statistics, from the beginning of 1995 to the end of 2012, a total of 10 joint venture companies were established in the commercial vehicle market in China.
According to the above table, among the ten joint ventures, seven companies involved in the engine business, and in particular, most of them are joint ventures with Cummins.
What the joint venture company manufactures is the market's top concern. However, the equity structure, trade mark use, technology use, R&D, and sales of the joint venture company are also issues that are unavoidable for understanding the joint venture company.
Ownership structure: 50:50 is the mainstream
The ownership structure of commercial vehicle joint ventures is varied. However, under normal circumstances, China’s shares are all 50% or more.
The representative companies with a 50:50 ownership structure include Dongfeng Limited, Jianghuai Navistar, Dongfeng Cummins, Foton Cummins, and Foton Daimler (Fukuda, Daimler and Daimler Northeast Asia Investment Co., Ltd., with a ratio of 5:4: 1) Xi'an Cummins (Shaanxi Zhongqi, Shaanxi Automobile Group and Cummins, respectively, 2.5:2.5:5).
The company that does not have a 50:50 shareholding is Xi'an Shuangte Intelligent Transmission Co., Ltd. (hereinafter referred to as Xi'an Shuangte), SAIC Iveco Hongyan Commercial Vehicle Co., Ltd. (hereinafter referred to as Shang Yihong) and SAIC Fiat Hongyan (SFH) (below Referred to as Philippine Red, their shareholdings are as follows:
Among the three joint ventures, shareholders intend to increase equity by way of capital increase.
For example, Shang Yihong was established by a joint venture between SAIC Iveco Commercial Vehicle Investment Co., Ltd. and Chongqing Zhongqiu Auto, and its shares were 67% and 33% respectively. The SAIC Iveco Commercial Vehicle Company was established by Shanghai Automotive and Iveco with a 50%:50% joint venture. In recent years, SAIC has the intention of increasing capital SAIC Iveco, and it is hopeful that it will be able to control Yihong in the future.
Trademark Usage: China dominates
Unlike passenger car companies, which basically use foreign trademarks, most commercial vehicle joint ventures use Chinese trademarks or launch new joint venture trademarks.
When the joint venture company uses the parent company's trademark, it must pay a certain trademark use fee. However, the situation of each joint venture is not the same.
In the joint venture between Foton and Daimler, Foton retained the ownership and right to use the "Auman" trademark overseas market invested in the joint venture company, and Foton paid a license to use the "Futian" trademark for joint ventures. The joint venture vehicle uses Futian and Auman, and a hybrid truck equipped with an OM457 engine is labeled "Mercedes-Benz Power." Foton Motor licenses the intangible assets of the Futian trademark, general technology, IT, and other inalienable Auman business to joint venture companies, and charges 45 million yuan each year.
The cooperation between Dongfeng and Nissan is another form. Dongfeng Limited's commercial vehicle products mainly use the Dongfeng brand, which also manufactures Nissan brand light commercial vehicles. As part of the products introduced into the joint venture are developed by Dongfeng, Nissan will need to pay a one-time technology transfer fee of 3 billion yuan.
Due to the different brand influence of different companies, some joint venture companies adopt a shared cooperation method when using the trademark, and no additional costs will be incurred. Among them, Shang Yihong still retains the Hongyan trademark, but at the same time it also displays the new LOGO "SIH" on Yihong. Xi'an Shuangte's products use the Caterpillar trademark when it is sold in the United States and some overseas contracted areas; it sells in China and certain overseas areas, and uses the Fast trademark; in some areas, it can also use two trademarks at the same time. Jianghuai Navistar will use the trademarks of the joint venturers free of charge. No matter which trade mark is used, there is no need to pay for the use of the trademark. (The joint venture's initial product uses the Jianghuai trademark, and the use of the Navistar trademark may not be ruled out in the future).
Technical use: payment for technology transfer fees
In terms of technology use, commercial vehicle joint venture companies usually pay technology transfer fees to technology providers after applying a party's technology.
On September 29, 2011, Foton and Daimler signed the H4 Truck Technology Licensing Agreement. The joint venture company pays Foton Motor’s license fee for technical use, totaling RMB 1.710 trillion. The license fee is divided into entry fee and installment fee. After the joint venture company has the production conditions for producing the licensed products, and after Foton Motor has delivered the first license models, the joint venture company will pay an entry fee of 737.71 million yuan to Futian; the installment fee will be collected within five years. The fee for each period is RMB 196.26 million.
Xi'an Shuangte has set up an R&D center, and its R&D results have applied for patents and belong to the joint venture company. Any party to the parent company must pay the use cost to the joint venture company if it wants to use the technology, patents, etc. of the joint venture company.
Jianghuai Navistar adopts the principle of complete remuneration and cooperation between the parties based on work, and which party’s technology is applied, which party will pay the technical use fee.
Shang Yihong is based on a technology purchase contract, in which technology purchase payment is divided into two parts: one is a one-time payment upon introduction, and the other is a sales commission.
R&D: Based on joint venture R&D center
Among the joint ventures, most of the joint ventures have independent research and development institutions because both Chinese and foreign shareholders have relatively strong technical strengths. Many of the new products of the joint venture company are not derived from any parent company, but are newly developed by the joint venture company.
Fukuda Daimler has only established R&D centers for the domestic market. Fukuda is responsible for the R&D of overseas markets. For products in overseas markets, the joint venture company is only responsible for production. Correspondingly, Daimler will provide technical and expert support to help joint ventures improve the quality of finished vehicles and develop new products for the domestic market.
In Dongfeng Motor Co., Ltd., Dongfeng and Nissan jointly built two technology R&D centers for commercial vehicles and passenger cars, and incorporated Nissan’s global R&D center system. The commercial vehicle R&D center has successfully developed two new medium- and heavy-duty truck platforms, Dongfeng Tianlong and Dongfeng Tianjin.
Xi'an Shuangte also has an R&D center. In the initial stage of the joint venture, the joint venture company produced two Caterpillar products: CX28 and CX31, and paid Caterpillar a technology transfer fee. After the late-stage joint venture R&D center develops new products, the research and development patents will be owned by the joint venture company. The joint venture company will no longer produce parent company products. If the parent company needs to use the joint venture's patents or technologies, it must pay the joint venture company a fee.
Based on the existing technology of Hongyan and using the new imported vehicle technology of Iveco, Shanghai Yiyihong has developed the Red Rock Jieshi, Hongyan Special Overlord, and Hongyan New King Kong, with the joint efforts of both technical personnel. Hongyan ore has several product lines.
Sales: Both parties share the sales channel
The joint venture’s sales are divided into domestic sales and overseas sales. In general, the sales of joint ventures in China are using the existing sales channels of China; in overseas, the sales channels of both parties are used.
For example, Foton Daimler is only targeting sales in the domestic market, and Futian is responsible for overseas sales of joint venture products. At the same time, Foton can also use Daimler's global sales and after-sales service resources to conduct sales and service activities for medium and heavy trucks and OM457 engines.
Similarly, Shang Yihong can also use Iveco's overseas network based on the existing export network of Hongyan.
However, Xi'an Shuangte did not set up a sales organization and its products were only sold to Fast and Caterpillar. Fast is responsible for domestic and some overseas sales; Catbiller is responsible for sales in the United States and other overseas regions.