2024年，中国对外直接投资流量达256.9亿美元，海外并购金额回升至1992亿美元——历经数年调整，中国企业的海外布局正从“大规模高调并购”转向“广覆盖、轻体量”的精准深耕。从TMT行业向亚洲集中，到医疗领域扎根北美，这场跨越国界的产业整合，既藏着战略机遇，也布满看不见的暗礁。今天，我们就来拆解中国企业海外并购的底层逻辑、最新趋势与破局之道。
In 2024, China's outbound direct investment flow reached 25.69 billion US dollars, and the amount of overseas mergers and acquisitions rebounded to 199.2 billion US dollars. After several years of adjustment, the overseas layout of Chinese enterprises is shifting from "large-scale and high-profile mergers and acquisitions" to "wide coverage and light volume" precise and in-depth development. From the concentration of the TMT industry in Asia to the establishment of the medical field in North America, this cross-border industrial integration is not only full of strategic opportunities but also fraught with invisible reefs. Today, we will dissect the underlying logic, the latest trends and the breakthrough strategies of Chinese enterprises' overseas mergers and acquisitions.
01
十年变迁：中国海外并购的“冰与火”之路
回溯2010年至今，中国海外并购走过了一段跌宕起伏的旅程。2016年，海外并购金额创下1961.5亿美元的峰值，随后受全球监管收紧、市场调整等因素影响，连续数年下滑，2020-2022年进入低谷期。直到2023年，市场开始缓步回暖，2024年延续复苏态势。
Looking back from 2010 to the present, China's overseas mergers and acquisitions have gone through a bumpy journey. In 2016, the amount of overseas mergers and acquisitions reached a peak of 196.15 billion US dollars. Subsequently, affected by factors such as tightened global regulations and market adjustments, it declined for several consecutive years and entered a low period from 2020 to 2022. It was not until 2023 that the market began to recover gradually, and the recovery trend continued in 2024.
行业赛道的切换更为鲜明。曾经的并购主力——制造业、采矿业，如今虽仍有布局，但规模已大幅收缩；而TMT、先进制造与运输、采矿与金属成为新的三大热门领域。2025年上半年数据更清晰显示，亚洲已成为第一大并购目的地，TMT、采矿与金属等行业在亚洲的并购金额占比均超一半，先进制造的投资重心也从欧洲转向亚洲；医疗与生命科学行业则继续聚焦美国，金额占比超六成。
The switching of industry tracks has become more distinct. The former main force of mergers and acquisitions - manufacturing and mining - still have some presence now, but their scale has shrunk significantly. TMT, advanced manufacturing and transportation, and mining and metals have become the new three hottest fields. The data for the first half of 2025 shows more clearly that Asia has become the top destination for mergers and acquisitions. The proportion of M&A amounts in industries such as TMT, mining and metals in Asia has all exceeded half. The investment focus of advanced manufacturing has also shifted from Europe to Asia. The medical and life sciences industry continues to focus on the United States, accounting for more than 60% of the total amount.
这种变迁背后，是中国企业海外投资的战略转型：从单纯追求规模扩张，转向围绕国家战略，聚焦核心技术、关键资源和新兴市场的精准布局。
Behind this transformation lies the strategic shift of Chinese enterprises' overseas investment: from merely pursuing scale expansion to precisely positioning around national strategies, focusing on core technologies, key resources and emerging markets.
02
出海动因：
企业为什么要“远征”全球
中国企业扬帆海外，核心驱动力从未脱离“战略增长”的本质。有的企业为了开拓新市场，打破国内竞争壁垒，将产品和服务推向全球；有的则瞄准海外的先进技术和知名品牌，通过并购实现“弯道超车”，加速产业转型升级；还有的借助海外低成本资源和优化的供应链，降低生产成本，提升全球竞争力。
The core driving force for Chinese enterprises to set sail overseas has never deviated from the essence of "strategic growth". Some enterprises, in order to explore new markets and break through domestic competitive barriers, promote their products and services globally. Some aim at advanced overseas technologies and well-known brands, achieving a "curve overtaking" through mergers and acquisitions and accelerating industrial transformation and upgrading. Some have taken advantage of low-cost overseas resources and optimized supply chains to reduce production costs and enhance global competitiveness.
政府的政策和引导业也不可或缺。“走出去”战略与“一带一路”倡议的持续推进，为企业海外投资提供了方向指引和资源支持，让更多企业有底气参与全球产业分工。
The government's policies and guidance are also indispensable. The continuous advancement of the "going global" strategy and the "Belt and Road Initiative" has provided direction and resource support for enterprises' overseas investment, enabling more enterprises to have the confidence to participate in the global industrial division of labor.
但出海之路从非坦途。不少企业曾因缺乏国际并购经验、尽调不充分、文化沟通不畅等问题，被迫支付额外的“中国溢价”，甚至遭遇项目失败。德国某环保企业并购案中，中方联合体因未深入研究行业政策、协议条款不合理、缺乏实质管理能力，最终导致标的公司破产回购，便是深刻的教训。
But the road to the sea is never smooth. Many enterprises have been forced to pay an additional "China premium" and even suffered project failures due to problems such as a lack of international merger and acquisition experience, insufficient due diligence, and poor cultural communication. In a merger and acquisition case of a certain environmental protection enterprise in Germany, the Chinese consortium, due to its failure to thoroughly study industry policies, unreasonable agreement terms, and lack of substantive management capabilities, ultimately led to the bankruptcy and repurchase of the target company. This is a profound lesson.
03
案例启示：
成功并购的“关键密码”
同样是海外并购，有的企业折戟沉沙，有的却能逆势突围。某央企收购南非最大铬矿资产的案例，就揭示了成功的核心逻辑。
When it comes to overseas mergers and acquisitions, some enterprises fail, while others manage to break through against the odds. The case of a certain central state-owned enterprise acquiring the largest chromium mine assets in South Africa reveals the core logic of success.
为避开反垄断审查，中方组建多元联合体，精准设计股权结构；谈判中锁定“战略性收购”定位，聚焦铬矿资源与国内产业的协同效应；交易过程中，充分利用协议收购优势，采用现金支付与分期付款结合的方式，做好税收筹划与风险管控。最终，项目顺利交割，实现了资源互补与市场拓展的双重目标。
To avoid anti-monopoly reviews, the Chinese side formed a multi-party consortium and precisely designed the equity structure. During the negotiations, the positioning of "strategic acquisition" was locked in, focusing on the synergy between chromium ore resources and domestic industries. During the transaction process, fully leverage the advantages of agreement-based acquisition, adopt a combination of cash payment and installment payment, and do a good job in tax planning and risk control. Ultimately, the project was successfully handed over, achieving the dual goals of resource complementarity and market expansion.
对比失败案例与成功实践，不难发现：科学遴选标的、组建专业并购团队（内部跨部门协作+外部顾问支持）、全面尽职调查（覆盖商业、法律、财务、环保等维度）、善用国际并购规则，是避开风险的核心要素。而那些跟风收购、尽调草率、忽视投后整合的项目，往往难逃失败命运。
By comparing failed cases with successful practices, it is not difficult to find that: scientifically selecting targets, forming a professional M&A team (internal cross-departmental collaboration + external advisory support), conducting comprehensive due diligence (covering business, legal, financial, environmental protection and other dimensions), and making good use of international M&A rules are the core elements to avoid risks. Those projects that follow the trend of acquisition, conduct hasty due diligence and neglect post-investment integration often cannot escape the fate of failure.
04
2025年中总结回顾
海外并购，合规是底线。无论是国内审批还是海外监管，任何一个环节的疏忽都可能导致项目搁浅。
In overseas mergers and acquisitions, compliance is the bottom line. Whether it is domestic approval or overseas supervision, any negligence in any link may lead to the project being stranded.
国内审批：流程不能少
企业出海需过“三关”：发改委的项目备案或核准（敏感国家/行业需核准，非敏感项目分额度备案）、商务部的境外投资备案（中央企业报商务部，地方企业报省级主管部门）、外汇登记（已下放至银行办理）。此外，国企需履行国资审批，上市公司则要遵守信息披露与证监会审查要求。2024年修订的《经营者集中申报标准》提高了反垄断审查门槛，企业需提前评估交易规模是否达标。
Domestic approval: The process cannot be omitted
For enterprises to go global, they need to pass through "three checkpoints" : project filing or approval by the National Development and Reform Commission (approval is required for sensitive countries/industries, while non-sensitive projects are filed by quota), overseas investment filing by the Ministry of Commerce (central enterprises report to the Ministry of Commerce, and local enterprises report to the provincial competent authorities), and foreign exchange registration (which has been delegated to banks for handling). In addition, state-owned enterprises need to go through the approval process for state-owned assets, while listed companies must abide by the requirements of information disclosure and the review of the China Securities Regulatory Commission. The revised "Standards for the Declaration of Concentration of Business Operators" in 2024 has raised the threshold for anti-monopoly review. Enterprises are required to assess in advance whether the transaction scale meets the standards.
海外监管：红线不能碰
全球范围内，反垄断审查已成为海外并购的“必考题”。欧盟的《外国补贴条例》（FSR）要求，标的公司欧盟营业额超5亿欧元且获非欧盟补贴超5000万欧元，需主动申报；美国CFIUS的审查范围覆盖关键基础设施、敏感技术等领域，甚至非控制性投资也可能被纳入监管。南非的《黑人经济振兴法案》、欧盟“经济安全一揽子计划”等区域性规则，也对投资者提出了本地化要求，比如股权比例、管理层构成等。
Overseas regulation: Red lines must not be crossed
Worldwide, anti-monopoly review has become a "must-have question" for overseas mergers and acquisitions. The Foreign Subsidies Regulation (FSR) of the European Union stipulates that if the target company's turnover in the EU exceeds 500 million euros and it has received non-EU subsidies of more than 50 million euros, it must proactively declare. The review scope of the CFIUS in the United States covers critical infrastructure, sensitive technologies and other fields, and even non-controlled investments may be subject to regulation. Regional rules such as South Africa's "Black Economic Revitalization Act" and the EU's "Economic Security Package" also impose localized requirements on investors, such as equity ratios and management composition.
交易结构：设计要精准
收购方式的选择（股权收购vs资产收购）、支付方式的搭配（现金vs股权）、融资结构的搭建（内保外贷、并购基金等），直接影响交易成本与风险。股权收购能保留标的公司资质与债务抵扣优势，但需承担或有债务；资产收购债务清晰，但可能面临资质重新申请的问题。锁箱机制、Earn-out条款等特殊约定，也需根据交易场景合理运用，避免后续纠纷。
Transaction structure: The design must be precise
The choice of acquisition methods (equity acquisition vs. asset acquisition), the combination of payment methods (cash vs. equity), and the establishment of financing structures (internal guarantee and external loan, merger and acquisition funds, etc.) directly affect transaction costs and risks. Equity acquisition can retain the qualifications and debt deduction advantages of the target company, but it requires the assumption of contingent debts. The debt of the asset acquisition is clear, but it may face the problem of reapplying for qualifications. Special agreements such as the box locking mechanism and the Ear-to-out clause should also be reasonably applied in accordance with the transaction scenario to avoid subsequent disputes.
05
风险防控：
给海外资产上“双保险”
海外并购的风险贯穿全流程，从政治动荡、法律差异到文化冲突、合规风险，都可能影响项目成败。
The risks of overseas mergers and acquisitions run through the entire process, ranging from political unrest, legal differences to cultural conflicts and compliance risks, all of which may affect the success or failure of the project.
政治与法律风险方面，需优先选择司法健全、局势稳定的国家，借助双边投资协定（BIT）与海外投资保险（如中信保承保的汇兑限制、征收风险保险）降低不确定性；合规风险上，要严格遵守东道国反商业贿赂、反洗钱、环保、劳工等法规，建立内部合规体系；文化整合则是投后管理的重中之重，尊重当地企业文化与劳工权益，搭建有效沟通机制，才能避免“并而不整”。
In terms of political and legal risks, it is necessary to give priority to countries with sound judicial systems and stable situations, and reduce uncertainties by leveraging bilateral investment agreements (Bits) and overseas investment insurances (such as the foreign exchange limit and collection risk insurance covered by China Export & Credit Insurance Corporation). In terms of compliance risks, it is necessary to strictly abide by the regulations of the host country regarding anti-commercial bribery, anti-money laundering, environmental protection, labor, etc., and establish an internal compliance system. Cultural integration is the top priority in post-investment management. Respecting local corporate culture and labor rights, and establishing an effective communication mechanism can prevent the situation of "consolidation without integration".
陈述与赔偿保险（W&I Insurance）成为越来越多企业的选择，它能为交易中的保证条款提供保障，降低违约损失；而详细的投后整合计划，包括战略协同、组织架构调整、人才培养等，是实现并购价值的最终保障。
Statement and Indemnity Insurance (W&I Insurance) has become the choice of an increasing number of enterprises. It can provide protection for guarantee clauses in transactions and reduce losses from default. A detailed post-investment integration plan, including strategic synergy, organizational structure adjustment, talent cultivation, etc., is the ultimate guarantee for realizing the value of mergers and acquisitions.
06
政策红利：国家给出海企业的“硬核支持”
对于符合“走出去”和“一带一路”战略的项目，国家层面的支持政策持续加码。符合条件的企业可申请前期费用及贷款利息补贴，环保、基建类项目有机会获得无偿援助或援外优惠贷款；企业开展当地员工培训、购买海外投资保险，能享受费用补贴；从中国出口设备的，还可享受出口退税优惠。这些政策红利，为企业海外并购注入了“强心剂”。
For projects that align with the "going global" and "Belt and Road" strategies, the support policies at the national level have been continuously strengthened. Enterprises that meet the conditions can apply for subsidies for the initial expenses and loan interest. Environmental protection and infrastructure projects have the opportunity to obtain grant assistance or preferential loans for foreign aid. Enterprises can enjoy expense subsidies when conducting local employee training and purchasing overseas investment insurance. Those who export equipment from China can also enjoy export tax rebate benefits. These policy dividends have injected a "strong heart tonic" into enterprises' overseas mergers and acquisitions.
结语
2025年，全球产业重构加速，海外并购的机遇与挑战并存。对于中国企业而言，唯有敬畏规则、精准布局、防控风险，才能在全球市场中真正站稳脚跟，实现从“中国制造”到“中国智造”的全球跃迁。
In 2025, the global industrial restructuring will accelerate, and opportunities and challenges for overseas mergers and acquisitions will coexist. For Chinese enterprises, only by respecting rules, making precise plans and controlling risks can they truly gain a firm foothold in the global market and achieve a global leap from "Made in China" to "Intelligently Made in China".
