UCC has developed a global valuation process, a systematic methodology that combines al of the factors into a uniform evaluation. The global valuation process leads to a strategy and follows with an action plan. It results in the clear prioritization of market and focusing of resources. The incorporation of this process has led repeated to a leadership position for many of our clients, all of whom use it continuously.

The following five major analytical components comprise the global valuation process on which our strategic consulting process is based. Each analytical component answers a set of questions that management must address before a decision can be reached. Thorough information and accurate analysis are critical. Each step builds upon the prior ones.

Step 1: Global vs. Local Industry Analysis. Is the industry more global or more local? How linked are markets and competition worldwide? How fast does the company have to move? Is there a first mover advantage?

Step 2: Opportunity Analysis. What are the available short-term and long-term opportunities for each market? How should markets be defined and segmented? What is the strategic value of each market? How should the market be prioritized?

Step 3: Sales and Marketing Planning. Given available resources and market prioritization, what is the most appropriate sales and marketing strategy for each market?

Step 4: Product Sourcing System. How can all of the company's product sourcing assets be utilized so that the key markets are served best? How can the total capital employed in product sourcing be minimized?

Step 5: Strategic alliance Geo-positioning. What can potential partners bring on a country, regional and global basis? Who specifically are the most attractive partners? What is the most appropriate format for each partnership?

While all of our projects are carefully designed to meet a client's unique needs, each engagement benefits from this global valuation process. Whether we work with the clients on the entire process, or concentrate on only a part, depends upon a corporation's needs and existing situation.

UCC Market Research Process

UCC's formal viewpoints are based on in-depth research and analysis of information available and sampling survey results regarding the objective and requirements of the project. UCC's market research study projects are generally conducted in the following seven steps:

Step 1: Problem Definition. In defining the problem, the research will take into account the purpose of the study, the relevant background information, what information is needed, and how it will be used in decision making. Problem definition involves discussion with the discussion makers, interviews with industry groups, analysis of secondary data, and perhaps some qualitative research, such as focus groups. Once the problem has been precisely defined, the research can be designed and conducted properly.

Step 2: Development of an Approach to the Problem. Development of an approach to the problem included formulating an objective or theoretical framework; preparing analytical models, research questions and hypotheses; and identifying characteristics or factors that can influence the research design. This process is guided by discussions with management and industry experts, analysis of second data, qualitative research and pragmatic considerations.

Step 3: Research Design Formulation. A research design is a framework or blueprint for conducting a market research project. It details the procedures necessary for obtaining the required information, and its purpose is to design a study that will test the hypotheses of interest, determine possible answers to research questions, and provide the information needed for decision making. Conducting exploratory research, precisely defining the variable, and designing appropriate scales to measure them are also part of the research design. The issue of how the date should be obtained from the respondents (for example, by conducting a survey or an experiment) must be addressed. It is also necessary to design a questionnaire and a sampling plan to select respondents for the study. More formally, formulating the research design involves the following:

Secondary data analysis
Qualitative research
Methods of collecting quantitative data
Definition of the information needed
Measurement and scaling procedures
Questionnaire design
Sampling process and sample size
Plan of data analysis

Step 4: Field Work or Data Collection. Data collection involves a field force or staff that operate either in the field, as in the case of personal interviewing (in -home, mall intercept, or computer-assisted personal interviewing), from an office by telephone, or through mail (traditional mail or mail panel survey with pre-recruited households). Proper selection, training supervision, and evaluation of the field force help minimize data collection errors.

Step 5: Data Preparation and Analysis. Data preparation includes the edition, coding, transcription, and verification of data. Univariate techniques are used for analyzing data when there is a single measurement of each element or unit in the sample, or if there are several measurement of each element, each variable is analyzed in isolation. On the other hand, multivariate techniques are used for analyzing date when there are two or mo9re measurements on each element and variables are analyzed simultaneously.

Step 6: Report Preparation and Presentation. The entire project should be documented in a written report that address the specific research questions identified; describes the approach, research design, data collection, and data analysis procedures adopted; and present the results ad major findings. The findings is presented in a comprehensible formats so that they can be readily used in the decision making process. In addition, an oral presentation to management is made using tables, figures, and graphs to enhance clarity and impact.

Step 7: Supplementary Report. Very often, our clients raise some questions to be clarified or clear after they receive and go through our formal written report about the research project. Our firm keeps a constant dialogue with clients and provides supplementary service to our clients with plenty of explanatory answers and remarks necessary as required.

UCC Management Consulting Process

As mentioned above, UCC defines any management problem with clients before any engagement is made. There are some similarities between UCC's market research process and consulting service process underlined. Since management consutlancy is both a science and an art, it is different from objective market research process in nature.

Step 1: Positioning of Consultant-client Relationship. Before any engagement, we will address the issue of what kind of relationship is between UCC and our clients in terms of what kind of crucial role we play in providing management consultancy services to clients: contract relationship, ideal relationship or reliable relationship. The majority of the relationship lies in the true reliability relationship, which is conducive to the mutual relationship between consultants and clients. UCC consultants play such roles as guide, mentor, trouble-shooter, problem-solver, etc. Others like technical expert, counselor, advocate, coach / educator and facilitator. Many management consultants hold that the ideal dynamic development result of the consultant-client relationship is similar to doctor-patient relationship. UCC prefer to combine all those roles together in harmony. Sometime, it depends on the specific situation.

Step 2: Definition of Management Problem. Before going into details of the work, we will define what kind of management problem our client has been faced with and what we are able to provide in terms of problem definition and problem solution. Once we have full understanding of the definition of the problem and reached agreement on the consulting service, we prepare a project design and work feasibility proposal to client for possible engagement, including UCC's experiences, service records and references, major human resources resumes and staffing allocations, timetable and fee schedules.

Step 3: Data Collection and Diagnosis. Strategic analysis, conventional analysis, organizational problematical analysis, functional strategic analysis are conducted from external environment and the organization so as to restructure the problem definition. Afterwards, data collection is conducted from internal sources and external sources through reports, documents of clients, interviews with persons concerned, survey questionnaires, field investigation to find the research issue and focus. Then, diagnosis is made applying various tools such as Porter's 5 Competitive Forces Model (McKinsey 7-S Model), Value Chain Analysis, Benchmarking, BCG Matrix, PIMS, ABC, Field Approach, Focus Group, Brain-storming, Pareto Principle, Paired Comparison, Force Field Analysis, Key Events, etc.

Step 4: Put Forward Suggestions and Solutions. Recalling what role consultant plays, such as expert, help and cooperator, we propose to act as a risk-taker together with clients. We propose various alternative solutions for the client to select. In inviting client to participating in the process, we discuss the recommended alternative solutions listed and reach consensus on a new crucial, creative and feasible solution with client. The result is provided in a formal written report with detailed description of the project and invaluable conclusions, feasible solutions and recommendations. Oral presentation is optional.

Step 5: Implementation and Execution. Since implementation of the management problem solution recommended would definitely bring about changes to the organization, it is absolutely necessary for the consultant to help our client to facilitate SMART principle in the organization. As well, our consultant will help client to communicate the solution implementation in the form of holding seminars, discussion, participatory intervention, benchmarking, etc. and encourage nature educational corporate cultural atmosphere inside the organization to get over any possible invisible difficulties which might result from corporate politics.

UCC Merger & Acquisition Consulting Process

Buying a company is an expensive and time-consuming process. Most corporate acquisition transactions are conducted with great help and assistance from both a M & A broker / specialist and a financial advisor. We require that an engagement letter constitute the contractual agreement between an acquiring company and UCC as both a specialist and a financial advisor appointed by the buying company. Generally speaking, M & A activity we conduct in China including the following steps:

Step 1: Appointment of either a M & A Broker or a Financial Advisor or both. The fee schedule applies Lehman Formula, the most commonly used by major investment banks. The range of service typically provided by UCC includes selection of purchase candidates, valuation of the target company, structure of transaction models, negotiation of transaction price, financing options and recommendations, merger documentation and closing the transactions and beyond the merger (such as managing conglomeration and acculturation after merger, not generally included in fee).

Step 2: Identifying the Acquisition Target and Purchase Investigation. The target profile information is compiled during a process of due diligence, which is therefore one of the most essential and valuable activities in the entire acquisition process. Due diligence is obtained in carrying out purchase investigation process through checklist together with assistance from other professionals having contacts with the target company.

Step 3: Valuation of the Acquisition Target. Valuation of the Target Company is at the heart of the acquisition process. Valuation is as much an art as it is a science. According to Chinese law and regulations, a given professional asset valuation company should be appointed to conduct the objective asset valuation or equity valuation in light of most commonly used international valuation approaches or techniques. The valuation result will serve as the bottom price on which the final transaction price is based and determined by both the purchasing company and the selling company or via bids and tenders.

Step 4: Structure of Transaction Models. There are plenty of basic alternatives of possible transaction structures recommended as follows: all cash transactions - financed from existing cash resources, all cash transactions - financed through an equity issue, leverage cash transactions - financed through debt issues, leverage buyout - majority of equity replaced by debt, stock transactions - merger through exchange of stock, mixed stock / cash, debt transaction - debt offered to selling company shareholders, and mixed cash / debt. Management buyout is a newly emerged form of M & A in China.

Checklist of advantages and disadvantages of various alternative structures is followed while operating forecast both for buying company and selling company is used, leading to synergies or changed policies resulting from the merger.

Step 5: Negotiation of Transaction Price. The letter of intent, for all its limitations, constitutes a legally binding and a preliminary agreement between the two parties. Often, it includes escape clauses that allow buyer or seller to withdraw from the transaction if circumstance materially change prior to signing a definite agreement. The letter of intent leaves the open door for both sides to present and exchange offers and counteroffers. The press release - announcement of letter of intent is optional in China.

Step 6: Financing Options. Whatever the source of financing is to be and whatever the financing structure that the buying company is seeking, it is imperative for the buying company to prepare and present a formal and effective financing request memorandum needed according to lender's criteria to any prospective lenders selected. At the same time, the buying company should sign confidentiality agreement and letter of commitment with financing party to ensure the availability and smooth loan arrangement execution.

Step 7: Closing the Transaction. A series of major merger & acquisition agreements and supporting documentation are prepared and signed and exchanged between the buyer and seller before closing the transaction deal. The major documents are as follows: stock purchase agreement / merger or acquisition agreement, schedule to agreement, schedules to agreement for signature at closing, officer's certificate of seller, secretary's certificate of company being sold, certificate of non-foreign status, certificate of ownership and merger, incumbency certificate, resignation of directors of the selling company, tax sharing and indemnification agreement, non-compete agreement, assignment of trademark, power of attorney, certificate of buyer's board resolution, etc.

Step 8: Post-M & A Activity. Upon request, UCC also provides some post-M & A consulting service to clients, such as managing conglomeration and acculturation services, which are beyond the merger agreement and not generally included in the former M & A service agreement and fee schedule applied after the merger deal is accomplished in closing the transaction. Since our M & A activity involves across different partners from different cultural backgrounds, we are good at providing coordinating services to both parties.