What issues should be paid attention to in the acquisition of the company, and what issues should be

1. The company needs to change the acquisition through a legal party such as a tender offer or an agreement acquisition;

2. The company needs to acquire 10% or more of the shares.

5. If it is less than 30%, it is necessary to notify the ** supervision and management authority, ** exchange, and the acquired company in writing in a timely manner.

Legal basisArticle 23 of the Administrative Measures for the Acquisition of Listed Companies.

If an investor voluntarily chooses to acquire the shares of a listed company by way of an offer, it may make an offer to all shareholders of the target company to acquire all the shares held by the company (hereinafter referred to as the general offer), or it may issue an offer to all shareholders of the target company to acquire part of the shares held by it (hereinafter referred to as the partial offer).

Article 47.

If the share sales spine of the acquirer has an interest in a listed company by way of agreement reaches or exceeds 5% but does not exceed 30% of the company's issued shares, it shall be handled in accordance with the provisions of Chapter II of these Measures.

1. The legal forms of acquisition include agreements, offers, etc.;

2. The acquisition generally needs to exclude the pre-emptive rights of other shareholders of the target enterprise;

3. Other issues to be paid attention to in the company's acquisition.

Legal basisArticle 23 of the Administrative Measures for the Acquisition of Listed Companies.

If an investor voluntarily chooses to acquire the shares of a listed company by way of an offer, Lao Qiaoshou may make an offer to all shareholders of the target company to acquire all the shares held by it (hereinafter referred to as the general offer), or it may also issue an offer to all shareholders of the target company to acquire part of the shares held by it (hereinafter referred to as the partial offer).

Article 24.

If the acquirer continues to increase its shareholding in a listed company by holding 30% of the issued shares of the company through a transaction on the exchange, it shall make an offer by issuing a general offer or a partial offer of the earlier one.

Twentieth Celebration Seven.

If the acquirer makes a general offer to terminate the listing status of the listed company, or issues a general offer because it does not comply with the provisions of Chapter VI of these Measures, the acquisition price shall be paid in cash; If the purchase price is paid in accordance with the law (hereinafter referred to as **), cash shall be provided for the shareholders of the acquired company to choose at the same time.

Companies can be acquired in the following ways:

1. Cash payment;

2. The debt is paid by bearing the original liabilities of the acquired enterprise, and a tripartite agreement needs to be signed;

3. Debt-to-equity swap, if the acquired enterprise has a creditor-debt relationship with the acquirer, it can directly use debt-to-equity swap;

4. Issuance**.

Company Acquisition Process:

1. The acquirer negotiates with the target company or its shareholders to have a preliminary understanding of the situation, and then reaches the acquisition intention and signs the letter of intent for acquisition.

2. With the assistance of the target company, the acquirer shall clean up the assets of the target company to be acquired and the rights thereon, conduct asset evaluation, conduct a detailed investigation of the target company's management structure, and make statistics on the situation of employees.

3. The acquirer and the creditor representatives of the target company form a group to draft and approve the implementation plan of the acquisition.

4. The creditor and the acquiree reach a debt restructuring agreement to agree on the repayment of debts after the acquisition.

5. The two parties formally negotiate and negotiate the signing of the acquisition contract.

6. In accordance with the articles of association or the provisions of the Company Law and relevant supporting regulations, the two parties shall submit to their respective authorities, such as the shareholders' meeting, for deliberation and voting on the acquisition.

7. In accordance with the requirements of laws and regulations, both parties shall submit the acquisition contract to the relevant departments for approval or filing.

8. After the acquisition contract takes effect, both parties shall perform the procedures for the transfer of assets and the transfer of management rights in accordance with the contract, and shall go through the formalities for the change of property rights in accordance with the law, unless otherwise provided by law.

Company acquisitions need attention:

1. Risks in terms of capital and assets.

2. Risks in the financial accounting system.

3. Tax risks.

4. Possible litigation risks.

1. What is the company's asset acquisition process?

Company Asset Acquisition Process:

1. The acquirer negotiates with the target company or its shareholders to have a preliminary understanding of the situation, reach an acquisition intention, and sign a letter of intent for acquisition;

2. With the assistance of the target company, the acquirer cleans up the assets of the target company to be acquired and its above-mentioned rights, evaluates the assets, investigates the management structure of the target company in detail, and counts the employees;

3. The two parties to the acquisition and the creditor representatives of the target company form a group, draft and approve the acquisition implementation plan;

4. The creditor and the acquiree reach a debt restructuring agreement, agreeing to repay the debt after the acquisition;

5. The two parties formally negotiate and sign the acquisition contract;

6. In accordance with the articles of association, the company law and relevant supporting laws and regulations, the two parties shall submit to the shareholders' meeting and other respective authorities for deliberation and voting on the acquisition;

7. Both parties shall, in accordance with the requirements of laws and regulations, submit the acquisition contract to the relevant departments for approval or filing;

8. After the acquisition contract takes effect, both parties shall perform the formalities of asset transfer and transfer of operation and management rights in accordance with the contract.

Article 74 of the Company Law.

In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to acquire their shares in accordance with a reasonable **:

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 merger, division or transfer of the main property of the company.

1. Clear strategic objectives of mergers and acquisitions With the acceleration of the pace of marketization of China's economy, more and more enterprises will directly participate in international competition, the original merger behavior purely for the purpose of completing the political task of merger or obtaining the difference in asset transfer will no longer become the mainstream of enterprise merger behavior, but instead of the merger for the purpose of pursuing enterprise economic scale and strategic diversification, in order to enable enterprises to carry out sustainable development in a healthy way, clear strategic objectives of mergers and acquisitions. Setting a clear goal for the enterprise to effectively formulate and implement the integration of financial resources has become the first measure that the enterprise should take after the merger, and pointed out the direction for the effective implementation of the financial integration after the merger. Enterprises must overcome the non-economic tendency of blindly pursuing scale and blindly "becoming bigger" in mergers and acquisitions. When enterprises choose mergers and acquisitions as a way of expansion, they must have a core guiding ideology, and the scale of expansion must be based on the principle of economies of scale and conducive to the development of core competitiveness.

Mergers and acquisitions increase the scale of enterprises, but they do not necessarily achieve economies of scale. 2. The financial management after mergers and acquisitions adopts a holistic and practical approach, and the purpose of mergers and acquisitions is to pursue a 1+1 >

2. Therefore, it is necessary to deal with the uncoordinated asset business in a timely manner, stop the production line with low profitability, and restructure the non-performing debts in a timely manner through various means. The M&A company not only manages the acquired company, but also has the courage to optimize its own management, so as to give full play to the overall synergy effect of the group. Read the full article》What issues should be paid attention to in mergers and acquisitions?

In order to ensure the safety of investment and income and reduce the risks associated with it, the following issues should be paid attention to in the process of corporate mergers and acquisitions:

Check this. 1. Error in information. This is the biggest pitfall of the implementation of annexation in our country.

In China, access to information is very complex and difficult, and even if you try to get it, there are alarming errors in it. Because, sometimes even the CEO of a company can't figure out whether some assets exist in law. Moreover, it is not uncommon for sellers not to tell the truth before a merger.

Other key information errors such as the disqualification of the transaction subject, the unclear object of the property rights transaction, and the illegal transaction procedures. The collection and analysis of information is essential, and the cost must not be stingy in this regard. In China, the profits of mergers are usually much greater than in other regulated market economies, but you must call in experts who know how to do it.

Clause. Second, poor management. This includes the inability to manage a new merger in the same way as an original one; Lack of cash to carry out subsequent planning because there are always unexpected expenses, such as the contingent liabilities of the acquired company; Lack of understanding of competitors in the market to be entered, especially in the case of foreign mergers and acquisitions, it is necessary to understand not only Chinese opponents, but also foreign competitors who have entered or will enter the market, as well as the impact of changes in the international economic situation on the original business plan; Failure to address corporate and regional cultural differences; The staff of the acquired company will be related to the technology and market outreach; The satellite plant of the acquired enterprise may not be merged with the peer to compete in the market, etc.