Does a state owned enterprise need to enter the market to acquire equity?

The basic process involved in the fictitious purchase of equity key is as follows:

1. The acquirer and the target company reach an agreement on the acquisition intention;

2. Clean up the assets, creditor's rights and debts of the company acquired by Luliang Chain, and conduct asset evaluation;

3. Draft and approve the acquisition implementation plan;

4. Implement the plan;

5. Handle the change registration.

Article 71 of the Company Law of the People's Republic of China The shareholders of a limited liability company may transfer all or part of their equity to each other. Article 142 of the Company Law of the People's Republic of China shall not acquire the shares of the Company. However, this does not apply in any of the following circumstances:

1) Reduce the registered capital of the company; (2) merger with other companies holding shares of the Company; (3) Using shares for employee stock ownership plans or equity incentives; (4) Shareholders request the company to acquire their shares because they disagree with the resolution of the general meeting of shareholders to merge or divide the company; (5) The shares are used to convert the corporate bonds issued by the listed company that can be converted into **; (6) It is necessary for the listed company to maintain the company's value and shareholders' rights and interests.

Evaluate before you acquire. 1. If the state-owned enterprise to be invested is a first-class state-owned enterprise, the foreign investment shall be made in accordance with the investment plan for the current year approved by the state-owned assets management department. If the investment project is within the annual investment plan, no separate approval is required.

If the investment project is not included in the annual investment plan, the state-owned enterprise to be invested shall submit a separate project to the state-owned assets management department for approval. 2. If the state-owned enterprise to be invested in is a state-owned enterprise below the second level (i.e., the shareholder is a state-owned enterprise), its plan to hedge the foreign investment must generally be approved by its superior company.

Article 172 of the Company Law The merger of a company may be a merger by absorption or a new merger by dispersion. The absorption of another company by one company is a merger by absorption, and the absorbed company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.

Article 173 In the case of a merger, the parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the creditor does not receive the notice, it may request the company to pay off the debts or provide corresponding guarantees.

Article 174 When a company is merged, the creditor's rights and debts of the parties to the merger shall be inherited by the surviving company or the newly established company after the merger.

1. Article 23 of the Interim Regulations on the Supervision and Administration of State-owned Assets of Enterprises shall be decided by the State-owned assets supervision and administration institutions to transfer the state-owned equity of the enterprises in which they invest. Among them, if the transfer of all state-owned equity or the transfer of part of the state-owned equity causes the state to no longer have a controlling position, it shall be reported to the people at the same level for approval.

2. Measures for the Administration of the Transfer of State-owned Assets of Financial Enterprises

Article 35? In any of the following circumstances, with the approval of the national government or the approval of the financial department, the transferor may transfer the state-owned property rights of non-listed enterprises and the state-owned shares of listed companies by direct agreement transfer.

1) The relevant provisions of the state have special requirements for the transferee;

2) The holding (group) company carries out internal asset restructuring;

3) Other special reasons.

If it is intended to carry out asset restructuring within the holding (group) company by way of direct agreement transfer, the Ministry of Finance shall be responsible for the transfer of property rights of the first-level subsidiary of the financial enterprise under the management of **; The holding (group) company shall be responsible for the transfer of property rights of subsidiaries below the first level, and if it intends to transfer the shares of the holding listed company by direct agreement, the transfer plan shall be submitted to the Ministry of Finance for approval.

Article 36? If the transferor transfers the property rights of a non-listed enterprise by direct agreement, it shall, in accordance with the provisions of Articles 13, 14, 15, 23 and 24 of these Measures, organize the formulation of the transfer plan, the evaluation of assets, the submission of review materials, the signing of the transfer agreement and the collection of the transfer price.

Article 37? The direct agreement transfer of property rights of non-listed enterprises shall not be lower than the approved or filed asset appraisal results.

In the process of implementing internal asset restructuring, if a state-owned financial enterprise intends to transfer property rights by direct agreement, and the transferor and the transferee are wholly-owned subsidiaries of the holding (group) company, it may not conduct an overall assessment of the target enterprise for transfer, but the transfer shall not be lower than the net asset value confirmed by the latest review wheel of the most green Tongmin.

Article 38? The financial department shall review the transfer of the property rights of non-listed enterprises in the form of direct agreement transfer of financial enterprise chain branches in accordance with the provisions of Article 25 of these Measures.

Article 39? If the transferor intends to transfer the shares of the listed company by direct agreement, it shall, in accordance with the internal decision-making procedures, submit it to the general meeting of shareholders, the board of directors or other decision-making departments for deliberation, form a written resolution, and report to the financial department in a timely manner.

The transferor shall inform the listed company in writing of the information on the proposed direct agreement transfer of shares, and the listed company shall make a suggestive announcement to the public in accordance with the law, and the announcement shall indicate that the proposed direct agreement transfer of shares shall be subject to the approval of the financial department.

Except in exceptional circumstances prescribed by law, the company may not repurchase shareholders' shares. For a limited liability company, shareholders who are dissatisfied with the resolution of the shareholders' meeting may request the company to repurchase the shareholders' equity under three circumstances: (1) the company has not distributed profits to shareholders for five consecutive years, and the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law; (2) the company merges, divides or transfers its main property; (3) the business period specified in the articles of association of the company expires or other reasons for dissolution specified in the articles of association occur, and the shareholders' meeting passes a resolution to amend the articles of association to make the company survive.

For shares, shareholders can be repurchased under four circumstances: (1) reducing the company's registered capital (2) merging with other companies holding the company's shares (3) awarding shares to the company's employees (4) shareholders disagreeing with the company's merger and division resolution made at the general meeting of shareholders, and Beiziyuan requires the company to acquire its shares. The legal basis is the Company Law.