近年来,我国海外并购发展迅速,特别是中国加入WTO十多年来,中国更加注重“走出去”战略,更多地进行对外直接投资(Outward Foreign Direct Investment,OFDI)。但在“走出去”的过程中遭遇了很多风险,遭受了很大的损失。2005年中海油收购优尼科的并购案和华为并购案的失利,都给中国企业的海外并购敲响了警钟。事实证明,在“走出去”战略的实施中,除了要考虑企业自身的经济实力等经济要素外,还需面对东道国政府审查这样的典型风险。鉴于此,本文从中国企业海外并购中的各国政府审查制度的对比分析入手,着重通过典型的并购案例进行分析,对如何应对政府审查风险,从企业和中国政府两个角度提出一些对策和建议。 In recent years, China’s overseas mergers and acquisitions have developed rapidly. Especially after China’s accession to the WTO over the past decade or so, China has placed greater emphasis on its “going out” strategy and has made more outward foreign direct investment investments (OFDI). However, in the “going out ” in the process suffered a lot of risks, suffered a great loss. The acquisition of Unocal by CNOOC in 2005 and the defeat of Huawei’s merger take a wake-up call to overseas mergers and acquisitions by Chinese enterprises. Facts have proved that in the implementation of the “going out” strategy, in addition to considering the economic factors such as the economic strength of the enterprise itself, it is also necessary to face such typical risks from the host government. In view of this, this article starts from the contrastive analysis of the censorship of governments in overseas mergers and acquisitions by Chinese enterprises. It focuses on the analysis of typical merger cases and proposes some countermeasures and suggestions on how to deal with the risks of government censorship from two perspectives: business and Chinese government.