CITF-TOPIC 3- Before entering into a transaction with a new counterparty 学习笔记

3.2 在与新交易对手进行交易之前（的准备）-Before entering into a transaction with a new counterparty

In purely domestic transactions, it is usually possible for a prudent business（审慎经营） to obtain information on potential new business partners. It may be possible to visit the other party, obtain a bank reference, or seek formal advice from trade associations or informal advice from others in the same trade.Communication, including face‑to‑face meetings, is relatively straightforward compared to dealing with businesses located overseas.

International business transactions need the same degree of due diligence as domestic transactions, and there are additional potential complications, such as fraud or sanctions, which are less likely to be an issue in purely domestic business. Before proceeding in a transaction with a new counterparty located overseas, a business should undertake a preliminary analysis based on the well‑known
PESTLE system.

A business should also consider the risks laid out in section 2.1. In addition, many
banks and other institutions provide ‘country guides’. The golden rule is to make full use of the services provided by organisations such as banks, trade bodies and chambers of commerce, as well as government departments. This will allow the business to obtain advice on the local business practices and information about the potential counterparty.

**PESTLE
The PESTLE model is often used to assess the impact of external factors that affect a business and the market in which it operates.
It stands for:
Political， Economic， Social，Technological， Legal， Environmental
These are the factors that a business must contemplate before entering into an overseas market.

Before entering into a contract with a counterparty, the business might proceed as follows:

  1. Check creditworthiness（信誉） via an international credit reference agency.
  2. Ask for references.
  3. Check reputation with an overseas trade body, if such a body exists for the type of
    transaction under consideration.
  4. See whether the seller’s own bank can obtain a status report（公司的现状报告） via the banking system.However, many banks have ceased offering such a service or have become reluctant to do so due to compliance rules, privacy considerations and an enhanced sensitivity to liability in case such a report is abused.
  5. Examine the published accounts（已公开的账务） if available.
  6. Obtain bank account details, such as the IBAN if in a country that uses these. After obtaining the information, seek confirmation from a separate source within the
    counterparty business that the details are correct. However, due to privacy rules, banks are not allowed to provide information about their customers – they are not even supposed to indicate whether a business is a customer or not.
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CITF-TOPIC 3- Parties in international trade 学习笔记

3.1 国际贸易参与方-Parties in international trade

When you export indirectly, even more intermediaries can be involved in the process, including:

  1. 出口管理公司-export management companies;
  2. 贸易公司-trading houses;
  3. 确认机构-confirming houses;
  4. 代理商-agents;
  5. 分销商-distributors;
  6. 银行-banks.

中介机构-Intermediaries
中介机构是在涉及其他方的事项中充当”手段”或”中间人”的中间人。
An intermediary is one that acts as a “means” or a “go‑between” in a matter involving other parties.
(Merriam‑Webster, 2021)

Intermediaries exist to bridge the gap between the buyer and seller and act as a conduit for the goods or services being offered; they overcome barriers to international trade at a lower cost.
Intermediaries are usually engaged because they have a greater knowledge of the export market than the buyer. As outlined in section 2.1, there are many possible risks involved in international trade, some of which can be caused by the physical and socioeconomic differences between the buyer and seller; using intermediaries may help to mitigate these risks.

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CITF-TOPIC 2-Conclusion 学习笔记

本章小结-Conclusion

企业需关注风险和降低风险的方法。
Before entering a new market, businesses should assess the risks involved, as well as all possible mitigation methods. It is therefore essential to conduct adequate research in order to formulate a successful export strategy.

政府和商会可提供线上线下的调查和社交的机会，例如贸易展览、贸易代表团。
Governmental bodies and chambers of commerce provide opportunities for research and networking, both online and in person at trade shows and through trade missions.

出口商可向银行寻求帮助，向信贷资料服务机构了解合作对手的情况。最终对进入市场的方式进行综合评估。
Exporters should also approach banks for assistance and credit reference agencies for reports on companies they hope to do business with. Finally, companies should evaluate the many ways of entering the markets they have identified.

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CITF-TOPIC 2-Open account with limits 学习笔记

2.3.有限制的赊账-Open account with limits

在赊账交易中，卖方将在指定日期将其货物发送给买方，要求付款或付款协议。因此，卖方在赊账安排中对买方给予了相当大的信任。
In an open account transaction, a seller will despatch its goods to a buyer, asking for payment, or an agreement to pay, on a specified date.A considerable amount of trust is, therefore, placed on the buyer by the seller in an open account arrangement.

风险-Risk：卖方发货后将失去对货款的控制，对买方持有的未偿债务设定了内部限额。
Once goods have been despatched or services delivered, sellers will lose all control over payment. This leaves them completely reliant on the trustworthiness and creditworthiness of the buyer. In many cases, sellers have put up internal limits on the outstanding debt（未偿债务） held by the buyer. As long as the outstanding debt does not exceed the limit, the delivery of goods will continue.

降低风险-Risk mitigation：付款保函、供应链融资
There are many ways to mitigate the risks involved in open account trading. These include payment guarantees, as well as supply chain finance techniques. These techniques are increasingly being used to finance international trade.

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CITF-TOPIC 2-Consignment of goods 学习笔记

2.3.5 货物托运-Consignment of goods

Another method of entering an overseas market is through the consignment of goods.

这是指卖方将货物发送给海外分销商的交易，该分销商负责为卖方进行预处理和销售货物以获得佣金。
This refers to a transaction where the seller sends goods to an overseas distributor who is responsible for anaging and selling the goods for the seller for a commission.

**卖方保留对货物的所有权，直到货物被出售。仅售出的商品需要向卖家付款。这提高了出口竞争力，因为货物由分销商持有，因此随时可以交付给最终用户。
**The seller retains title to the goods until they are sold. Payment to the seller is required only for those items sold. This enhances export competitiveness, as goods are held with the distributor and thus readily available for delivery to the end user.

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CITF-TOPIC 2-International licensing and franchising 学习笔记

2.3.4 国际许可和特许经营-International licensing and franchising

如果一家公司决定不直接出口或在特定国家制造，许可和特许经营是两种可能的选择。
If a company decides not to export directly or to manufacture in a particular country, licensing and franchising are two possible options.

许可-Licensing

许可是将知识产权（商标，专利等）授予其他制造商以换取费用。
Licensing is the granting of intellectual property rights – trademarks, patents, etc – to another manufacturer in exchange for a fee.

The company that is granted被授权 the licence is known as ‘the licensee（持证人）’ and the granting授权 company is known as ‘the licensor（许可人）’. The license agreement will set out the terms and conditions that the licensee must adhere to. The licensee will agree to pay a fee or commission on its sales.

对许可人的优势-ADVANTAGES TO THE LICENSOR

许可人能够在被许可人致力于开发的特定市场中建立存在。
Licensors are able to establish a presence in a particular market that the licensee is committed to developing.

对许可人的劣势-DISADVANTAGES TO THE LICENSOR

许可人的主要缺点是他们失去了对其产品制造的控制，因此，冒着带有其名称/品牌的劣质产品将在海外市场销售的风险。
The main disadvantage to the licensor is that they lose control over the manufacture of their product and, as such, run the risk that an inferior product that bears their name/brand will be sold in the overseas market.

特许经营权-Franchising

在国际特许经营中，公司允许海外方在特定时期内在特定地区使用其商业模式或品牌。**与跨境许可相似、但海外一方对产品使用的控制力度更大。**
International franchising is similar to international licensing. However, the overseas party is subject to greater control in the use of the products. In an international franchise, a company permits an overseas party to use its business model or brand in a specified territory for a given period.

出口公司为特许人，海外公司为加盟商。快餐店就是个很好的实践例子。特许经营商比公司雇员有更大的动力，因为它在业务中投入了直接的股份。
The exporting company becomes the franchisor（特许人） and the overseas company the franchisee（加盟商）. Licence fees or royalties （特许权使用费） are paid by the franchisee for the privilege of using the franchisor’s name and business model. International franchising has been very successful for many fast-food outlets（快餐店）, such as McDonald’s, Subway and Starbucks, to name but a few. It is often said that the franchisee has a greater incentive than an actual employee in the company as it has invested a direct stake in the business.

特许经营商通常会预先支付一笔总付，然后为后续销售支付特许权使用费。优势：有助与公司扩张。巴西对特许经营商管理相当严格。
The franchisee will usually pay a lump sum up front and then a royalty on subsequent sales. The franchisee effectively becomes a controlled outlet of the franchisor. The franchisor will often provide training and business advice for its franchisees, as well as assistance in marketing and promotion. A further advantage of franchising is that it allows a company to expand rapidly through its network of
franchisees. Some countries have specific laws governing franchising. Brazil, for example, regulates franchises more closely than many other countries.

特许经营对于具有良好盈利记录的企业和易于复制的商业模式具有吸引力。Franchising is attractive for businesses with a good track record of profitability and for business models that are easily duplicated.

特许经营和许可的优势-ADVANTAGES OF BOTH FRANCHISING AND LICENSING

The following are advantages from the point of view of a franchisor:

  1. 对产品的展示和定价有更大的控制权。-There is greater control over presentation and pricing of products.
  2. 与合资企业或传统销售相比，启动成本更低技术。-There are lower start-up costs compared with joint ventures or traditional selling techniques.
  3. 与海外市场有更密切的联系。-There is closer involvement with the overseas marketplace.
  4. 与传统代理商或分销商相比，许可证方面的承诺更大。-There is greater commitment on the part of licenses than is found among traditional agents or distributors.
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CITF-TOPIC 2-Joint ventures: how banks can help 学习笔记

2.3.3 合资企业：银行如何提供帮助-Joint ventures: how banks can help
建议-Advice

Some provide advice on the following questions:
•股权还是贷款注资更好？与股息相比，利息如何征税，反之亦然？
Is an equity stake or a loan capital injection better? How is interest taxed when compared with dividends, and vice versa?
•是否有任何海外外汇管制可能影响股息或资本汇回本国？
Are there any overseas exchange controls that could affect remittance of dividends or capital back to the home country?
•是否存在征用或国家违约的可能性（基于政治和经济报告）？
Is there a likelihood of expropriation or country default (based on political and economic reports)?

信用替代担保-Credit replacement guarantees

银行可以通过为合资企业所在国的另一家银行开具担保，帮助提供当地融资。
Banks can help to provide local financing by issuing a guarantee in favour of another bank in the country where the joint venture is based.

That local bank will then provide financing to the joint venture in the form of loans, overdraft facilities, investment credits, etc. If the joint venture is not able to fulfil its obligations under the credit facilities信贷安排, the local bank will be compensated by the bank that issued the guarantee. This enables the local bank to provide financing to the joint venture.

介绍信-Letters of introduction

银行还可以向信誉良好的当地律师或会计师提供介绍信。
Banks may be able to provide letters of introduction to a reputable local lawyer or accountant.

**EXPROPRIATION-征用
国家或当局从其所有者处夺取财产供公众使用或受益的行为。
“The action by the state or an authority of taking property from its owner for public use or benefit.”

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CITF-TOPIC 2-Joint ventures 学习笔记

2.3.2 合资-Joint ventures

合资企业是两方或多方之间形成的法律实体，有时称为”合作协议”。
A joint venture is a legal entity formed between two or more parties, sometimes referred to as a ‘co‑operative agreement’.

如何运作-How it works

The company wishing to export finds a local company that it would like to work with in the target country. Each party involved in the joint venture would bring different skills and expertise to the newly formed entity.

  1. 设立清晰的责任和目标。（Once the joint venture is formed, responsibilities and goals for each organisation will be clearly defined.）
  2. 就新成立企业的收入，费用，资产和控制权的份额达成协议。（Agreement will be reached on the share of the revenues, expenses, assets and the control of the newly formed enterprise.）
  3. 在双方之间分配新公司的股权，共担利润和损失。（Equity in the new company would be split between the parties, and any profits and losses would be shared on the same basis.）
  4. 税款将在合资企业成立的国家支付。（Taxes would be paid in the country where the joint venture is set up to trade from.）
  5. 出口公司应得的利润份额将回流其国家。（The share of profits due to the exporting company must be expatriated back to its country.）
优势-Advantages
  1. 可应对当各国为了保护其国内制造商而实施高关税或配额限制。This approach is attractive when countries impose high tariffs or quota restrictions in order to protect their domestic manufacturers. In some territories, the country’s laws may not permit foreign nationals to operate alone. For example, in some Arab countries it is not legal to carry out business without forming a joint venture with a local partner.
  2. 在获得特许经营权之前，合资企业更容易迈出第一步。A joint venture can also be an easier first step before moving on to franchising, as McDonald’s and other fast-food companies found out when they first entered the Chinese market.
  3. 其他优势。Other reasons for forming a joint venture are as follows:
    • 通过使用本地合作伙伴，大大降低了进入海外市场的风险。（Entry risks to the overseas market are greatly reduced by using the local partner.）
    • 当地合作伙伴将对该国的法律框架和商业文化有更深入的了解。（The local partner will have greater understanding of the legal framework and business culture of that country.）
    • 一旦企业成立，劳动力和管理费用可能低于在国内制造并出口到海外国家。（Once the venture is established, labour and overhead costs may be lower than
    manufacturing in the domestic country and exporting to the overseas country.）
劣势-Disadvantages
  1. 一方提供的投资水平和专门知识水平可能不平衡。
    There may be an imbalance in the levels of investment and expertise provided by one party.
  2. 双方可能具有潜在的冲突管理风格，商业文化和职业风格。
    The parties may have potentially conflicting management styles, business cultures and perational styles.
  3. 相关方可能有不同的战略目标。
    There may be different strategic objectives for the involved parties.
  4. 合资公司的设置很复杂，可能需要花费大量的时间和金钱来投资寻找合适的合作伙伴。
    They are complex to set up, and a great deal of time and money may be needed to invest in finding the right partner.
  5. 必须对合资企业中合作伙伴的可靠性进行研究。
    Research has to be made into the reliability of the partner in the joint venture.

**股权-EQUITY
公司的价值，分为股东拥有的许多相等部分，或公司价值被划分为的相等部分之一。“The value of a company, divided into many equal parts owned by the shareholders, or one of the equal parts into which the value of a company is divided.” (Cambridge Dictionary, 2021)

**合同合资企业-Contractual joint venture
合资企业也可以通过两个现有法人实体之间的协议建立，而无需设立另一个法人实体。
A joint venture can also be established via an agreement between two existing legal entities without the creation of another legal entity.

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CITF-TOPIC 2-Direct exporting vs indirect exporting 学习笔记

2.3.1直接出口与间接出口-Direct exporting vs indirect exporting

知识点：

  1. Direct exporting（直接出口）
  2. Indirect exporting（间接出口）

直接出口-Direct exporting
Direct exporting is when a company sells directly to the end user. If you have ever personally purchased something on eBay from an overseas seller, then the seller has engaged in direct exporting to you.

优势-Advantages include:
• 对整个出口过程进行更多控制-more control over the whole export process;
• 潜在的更高利润-potentially higher profits;
• 与海外客户建立更紧密的关系-closer relationships with its overseas customers; and possibly
• 协同营销工作-collaborative marketing efforts.
劣势-Disadvantages include:
• 更多的时间投资-greater time investment; and
• 需要雇用更多具有专业经验的员工-the need to employ more staff with specialist experience.

间接出口-Indirect exporting
Indirect exporting is where the company engages the services of an intermediary that specialises in finding foreign markets and buyers for its products.

优势-Advantages
较低的出口风险和复杂度。-The main advantage for the seller in adopting this approach is that it provides a route to entering an overseas market without the risks and complexities of direct exporting. The intermediary will provide all of the export services.

劣势-Disadvantages
丧失对产品市场控制力，潜在成本增加。-The main disadvantage is that control is lost over how the goods are sold and marketed as well as the potential cost incurred. However, this must be weighed against the number of potential new sales
that the intermediary has generated. An intermediary will also charge a fee or commission. This will have an impact on the profitability of the transaction.**中介费增加成本**

关键考虑因素-Key factors to consider
The factors that will influence a company’s decision to export directly or indirectly include:
• 公司的规模-the size of the firm;
• 公司内部可用于国际营销工作的资源水平-the level of resources available within the company to devote to its international marketing effort;
• 所售产品的性质-the nature of the product being sold;
• 以前在出口方面的任何经验或专业知识-any previous experience or expertise in exporting;
• 选定海外市场的一般情况-general conditions in the selected overseas market.

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