隨著經濟全球化的時代來臨，國與國之間的界線漸趨模糊，全球的產業及資源都不斷地加速整合，本研究嘗試以不同角度出發，分別以「全球化浪潮下之現代集團公司」、「境外控股公司的靈活機制」及「以股權規劃為中心的思考模式」三大核心為主題，先從全球佈局的觀點來定位企業，取代傳統緩慢演變逐漸拓展的方式，選擇在企業創立的最初，就以全球化的眼光來設計企業的組成架構，跳脫國界的藩籬；再經由比較英屬維京群島、開曼群島以及美國德拉瓦州設立境外公司的相關規定，闡述境外控股公司的各種優勢與操作機制；接著探討企業從設立到赴國際資本市場上市的籌資過程中，如何以股權規劃為中心，運用靈活的持股架構及特別股的概念，就公司的股東結構、董事會結構與組織制度，以及員工認股權各面向做出細緻的設計，來募集所需資金並鞏固未來發展。 最後，本研究以中芯國際集成電路有限公司與富士康國際控股有限公司兩家赴香港上市之台資企業個案，討論其上市前之集團架構、歷次資本形成與股權規劃等過程，一方面與本研究之分析作對照，另一方面亦闡述香港資本市場躋身國際資本市場之原因，並對台灣目前資本市場的法令與政策提出期許。 / In the coming era of globalization, boundaries between countries are blurring, and the global integration of industries and resources speeds up. This thesis tries to look into the phenomenon from three perspectives: group companies under the globalization trends, the flexible mechanism of offshore holding companies, and equity planning-centered thinking model for modern enterprises. By pointing out that, instead of expanding gradually, modern enterprises tend to arrange its organization from a global viewpoint on the first day it is established, this thesis interprets group companies with a new angle; second, it presents the respective criteria for setting up offshore companies in British Virgin Islands, Cayman Islands and the State of Delaware along with the advantages and flexibilities of using offshore holding companies; and third, it introduces the concept of equity planning during the developing course of an enterprise from startup to listing company, including the formation of its capital structure, shareholder structure, board of directors, organization, and employee incentive plans in order to raise enough funding and secure the basis of future prosperity. At last, this thesis takes two Taiwan-based, Hong Kong listed companies, Semiconductor Manufacturing International Corporation and Foxconn International Holdings Limited, as examples and studies their respective pre-IPO group structure, the capital formation and the equity planning course to reflect the analysis contained herein on the one hand, and also discuss the reasons why Hong Kong can become one of the most-favored international capital markets and finally proposes suggestions to the laws, regulations as well as policies with respect to the current capital market of Taiwan.

I propose an integrative approach to address the above questions. My findings suggest that certain kinds of the organizational form were always interwoven with the social situation at the time and could not be simplistically explained in terms of efficiency alone. It was the state and the development of the market that determined the dynamics of the organizational form. In my opinion, efficiency theory, specifically the concept of asset specificity, could explain why the internal market system failed. On the other hand, power theory, specifically the phenomenon of isomorphism, could shed light on why the enterprise adopted the internal market system in 1994. The study suggests that the perspective of power has more strength to explain the social process of the organizational form framing. Furthermore, it explores the source of the internal transaction costs, which was underdeveloped in neo-institutional economic theory. It is my argument that there is a missing link between asset specificity and the internal transaction costs. / In the institutional approach, the studies of organizational forms have long been influenced by two theories: efficiency theory and power theory. The general theoretical concern of this study is: Is efficiency theory adequate to explain the internal organizational form? Which of these two theories is more appropriate to explain the internal organizational form of the state-owned enterprises in China? / The twenty-year economic reform in China has witnessed frequent changes in the titles and structures of China's economic organizations. This case study investigates the internal organizational form of a state-owned enterprise in Guangzhou, China. It depicts the history of its organizational form from 1949 to 2000. Under the planned economy, the said enterprise, The Southern Heavy Machinery Corporation, had an over-integrated organizational structure. From 1994 to 2000, the enterprise has set up a system consisting of an enterprise group corporation and dozens of subsidiary companies, moving toward a market system for its internal transactions among the production units. The subsidiary companies were set up on the basis of the earlier production plants established before 1984. As profits decreased year by year, the new general manager who started his tenure in September 2000 made the decision to bring some of its crucial subsidiary companies back into the form of production plants to render stronger continuities in production. / Why then, after 16 years of internal market practice that has begun in 1984, did the enterprise restructure itself to adopt the unitary form (U form) in some crucial production units? This study aims to explain the following questions: what was the cause of adopting the certain organizational form, why it used the internal market system and why the internal market system failed. / 平萍. / 論文(哲學博士)--香港中文大學, 2002. / 參考文獻 (p. 254-264). / 中英文摘要. / Source: Dissertation Abstracts International, Volume: 63-05, Section: A, page: 2020. / Supervisor: Tai-lok Lui. / Available also through the Internet via Current research @ Chinese University of Hong Kong under title: From over-integration to asset specificity the organizational change of a state-owned machinery enterprise in Guangzhou (China, Chinese text) / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. Ann Arbor, MI : ProQuest dissertations and theses, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Electronic reproduction. Ann Arbor, MI : ProQuest Information and Learning Company, [200-] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / School code: 1307. / Lun wen (Zhe xue bo shi)--Xianggang Zhong wen da xue, 2002. / Can kao wen xian (p. 254-264). / Zhong Ying wen zhai yao. / Ping Ping.

中國於2000年首次明確提出企業「走出去」戰略，鼓勵並支持具比較優勢之國有與民營企業投資海外市場，使中國企業得以藉由對外直接投資活動，以國家機器作為後盾進入全球主要經濟市場，不僅可影響外國企業之經營運作、提升技術、掌握通路、獲取所需資源等，亦能有效結合經濟與政治實力，逐步豐厚中國之綜合國力，期能達到提升國際地位與成為世界大國之目標。 中國雖引進市場經濟體制，惟政治體制仍屬社會主義制度，由共產黨決定政府運作與經濟制度，國家機器對市場之干預程度遠較資本主義國家既深且廣；本論文為進一步瞭解中國的國家機器如何主導企業對外直接投資之運作、發展狀況及其影響力，係以國際政治經濟學之國家資本主義作為研究途徑，分析中國國家機器在其對外直接投資活動的作用及影響力，並以英國學者John Dunning的投資發展階段論，將中國對外直接投資之成效置於全球脈絡中進行比較分析，俾能歸納發現中國對外直接投資模式的特色。 經比較分析中國整體及企業個案之對外直接投資發展狀況與影響力，可以發現，中國對外直接投資能力逐漸增強，已具經濟自主能力，刻正由邊陲國家逐漸邁向核心國家。整體而論，中國對外直接投資發展模式與世界主要國家確有所差異：相同之處在於，中國與各國之對外直接投資活動均與國內經濟結構具高度正相關，亦即經濟發展到達一定水準後，才會出現頻密的對外直接投資活動及成果；相異之處在於，各國之民營企業已具國際競爭力並在對外直接投資活動扮演重要角色，惟中國的國有企業較民營企業更具對外直接投資之優勢與能力，投資動機主要係依據國家政策及經濟發展需要，而中國的民營企業則因規模較小，國際競爭力仍有待提升，目前在全球市場尚未形成可觀的影響力。 / For the very first time in 2000, China proposed a clear strategy to have corporations ‘going out,’ encouraging and supporting competent state-owned and private enterprises to invest overseas market. With the backup of the state, this policy enables Chinese corporations to get into the global economic market by means of outward foreign direct investment. In this way, they can affect the operation and management of foreign enterprises so as to advance their own technologies, control channels, and to acquire necessary resources. Moreover, they may combine economic power with political strength effectively, enhancing the comprehensive national power of China gradually so that China may increase its international status to become a superpower in the world. Though market economy is introduced in China, its political system, socialism, remains the same. The Communist government makes the decision concerning its operation and the economic system. In other words, the intervention of the state in the market is furtherer and wider than that of capitalist countries. In order to understand how the state controls enterprises in terms of the operation of outward foreign direct investment, its development, and the influence, the study adopts state capitalism of international political economy as the approach to analyze the function and influence of the state government on outward foreign direct investment. Moreover, the study is aimed at concluding the characteristics of Chinese pattern of outward foreign direct investment by adopting the British economist, John Dunning’s, the theory of investment－development cycle to compare and analyze the outcome of Chinese outward foreign direct investment in the scope of the whole world. After comparing and analyzing how the china overall and enterprises case about development and influence of outward foreign direct investment, it is discovered that China’s ability of outward foreign direct investment is increasing. China has the ability of economic autonomy and is transforming from a country of periphery to a core country. Overall, the development pattern of China’s outward foreign direct investment is indeed different from other major countries. The similarity lies in that there is a significantly positive relationship between the outward foreign direct investment of China and other countries and their domestic economic structure. That is to say, when the development of economy has reached a certain level, frequent outward foreign direct investment and its effects will then appear. On the other hand, the difference lies in that private enterprises in other countries are internationally competent and play an important role in outward foreign direct investment. However, in China, state-owned enterprises have more advantages and capabilities than private enterprises in terms of outward foreign direct investment. The motivation of investment is determined by national policy and the demands of economic development. Moreover, due to the scale being small, private enterprises in China need to improve their international competitiveness. Therefore, they don’t exert as much influence in the global market.