Regarding the acquisition of Chinese enterprises by foreign companies, is the company acquired by a

The acquisition of foreign companies by Chinese enterprises is like a tiger with wings in front of them!

Don't use books, look at Lang Xianping.

This is the purpose of holding, not that the company belongs to a foreign company. The acquisition of a domestic enterprise by a foreign investor refers to the purchase of a certain share of equity or the entire assets of a domestic enterprise in China by a foreign enterprise (which does not have the status of a Chinese legal person) through a certain amount of canalization, ** or bonds, so as to achieve the purpose of having a controlling interest in the domestic enterprise.

The Provisions on the Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (Circular No. 10) are briefly described as follows:

1) Where foreign investors (including compatriots from Hong Kong, Macao, Taiwan and overseas Chinese) set up new enterprises in China to make greenfield investment, the Law on Foreign-Funded Enterprises and its implementation rules, the Law on Sino-Foreign Equity Joint Ventures and its implementing regulations, and the Law on Sino-Foreign Cooperative Joint Ventures and its implementation rules shall apply respectively according to the different forms of companies established.

2) Where foreign investors (including compatriots from Hong Kong, Macao, Taiwan and overseas Chinese) merge and acquire domestic enterprises (limited to domestic non-foreign-invested enterprises), the Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors shall apply.

3) If a foreign investor (including Hong Kong, Macao, Taiwan compatriots and overseas Chinese) acquires a domestic capital and restructures it into a joint-stock company or directly acquires a domestic joint-stock company, the Interim Provisions on Several Issues Concerning the Establishment of Foreign Investment Shares**** shall apply.

4) Where a foreign investor (including Hong Kong, Macao, Taiwan compatriots and overseas Chinese) acquires a domestic foreign-invested enterprise, the Several Provisions on the Change of Equity of Investors in Foreign-invested Enterprises shall apply.

5) Where a foreign-invested enterprise acquires a domestic-funded enterprise, the Interim Provisions on Domestic Investment by Foreign-invested Enterprises and the Provisions on the Merger and Division of Foreign-invested Enterprises shall apply.

6) Where a foreign-invested enterprise merges or divides a domestic foreign-invested enterprise, the Provisions on the Merger and Division of Foreign-invested Enterprises shall apply, and the Provisions on the Change of Equity of Investors of Foreign-invested Enterprises shall apply to changes in investors and capital contributions during the process of merger and division.

7) Where a foreign-invested enterprise merges a domestic-funded enterprise, the Provisions on the Merger and Division of Foreign-invested Enterprises shall also apply.

8) Where a foreign-invested company (holding company) acquires a domestic-funded enterprise, the Provisions on the Acquisition of Domestic Enterprises by Foreign Investors shall apply.

9) Where foreign investors (including Hong Kong, Macao, Taiwan compatriots and overseas Chinese) merge and acquire listed companies, the Administrative Measures for Strategic Investment by Foreign Investors in Listed Companies shall apply, and if certain standards are met, the relevant provisions of the Administrative Measures for the Acquisition of Listed Companies shall also apply.

Legal Analysis: Since the acquisition of domestic enterprises by foreign-funded companies in China first involves the issue of foreign investment access, they should be subject to laws, regulations or rules such as those brought to the world: the Circular of the Ministry of Foreign Trade and Economic Cooperation and other four departments on issues related to strengthening the examination and approval, registration, foreign exchange and tax administration of foreign-invested enterprises

1) Industry restrictions: Foreign investors in asset mergers and acquisitions and restructuring, regardless of the type of mergers and acquisitions adopted, must strictly abide by the provisions of laws and regulations such as the Interim Provisions on Guiding the Direction of Foreign Investment and the Catalogue for the Guidance of Foreign Investment Industries, and must not cause foreign investors to dominate industries that are not allowed to be wholly foreign-owned, controlled or dominant.

Legal basis: Notice on Issues Concerning the Strengthening of the Approval, Registration, Foreign Exchange and Tax Administration of Foreign-Invested Enterprises Article 3: Except as otherwise provided by laws and administrative regulations, foreign-invested enterprises with a capital contribution ratio of less than 25% by foreign investors shall not enjoy tax reduction or exemption treatment for the import of equipment and articles for their own use under their total investment, and shall not enjoy the treatment of foreign-invested enterprises for other taxes. Foreign-invested shares**** that have already enjoyed the treatment of foreign-invested enterprises may still enjoy the treatment of foreign-invested enterprises in accordance with relevant provisions after increasing their capital and expanding their shares or transferring their equity to foreign investors.

Domestic-funded enterprises refer to enterprises established with state-owned assets, collective assets and domestic individual assets, including state-owned enterprises, collective enterprises, private enterprises, joint ventures and joint-stock enterprises. A wholly foreign-owned enterprise, referred to as a foreign-funded enterprise, refers to an enterprise established in China in accordance with the law of Xiangxiangjian of China with all capital invested by foreign investors. When a domestic enterprise acquires a foreign-funded enterprise, the steps for the foreign-funded enterprise to be changed into a domestic company are mainly as follows:

The company first needs to convene a shareholders' meeting, make an agreement to transfer all the equity, sign the "Equity Transfer Agreement", and then report to the Ministry of Commerce that previously approved the establishment of the company for approval, and after obtaining the approval, submit relevant information to the company's original registered industrial and commercial bureau, go through the registration procedures for change, obtain the business license of the enterprise legal person, and go to the tax bureau, the land bureau, the opening bank and other departments to go through the registration and related procedures. Information required for the transfer of foreign capital to domestic capital 1Request for instructions from the enterprise on the transformation into a domestic-funded enterprise (original) 2

Resolution of the highest authority of the enterprise on the transformation into a domestic-funded enterprise (original) 3Equity Transfer Agreement (Original) 4Certificate of Approval for Foreign-Invested Enterprises (Positive)

Original copy and copy of copy) 5.Business license (copy) 6High-tech enterprise approval certificate (positive.

Original copy and copy of copy) 7.Business license or identity certificate of the Chinese investor (copy) 8Resolution 9 of the new shareholders' meeting

Other relevant information.

1. What materials are required for the conversion of foreign-funded enterprises into domestic-funded enterprises?

The materials required for the conversion of a foreign-funded enterprise into a domestic-funded enterprise are as follows:

1. The request of the enterprise on the transformation into a domestic enterprise;

2. The resolution of the highest authority of the enterprise on the transformation into a domestic-funded enterprise;

3. Equity transfer agreement;

4. Approval certificate of foreign-invested enterprise, original and duplicate and photocopy;

5. Business license;

6. High-tech enterprise approval certificate, original and duplicate and copy copy;

7. Business license or identity certificate for investment in China.

According to the relevant provisions of the law, if the company is merged or divided, and the registration items are changed, the company shall go through the change registration with the company registration authority in accordance with the law; If the company is dissolved, it shall go through the deregistration of the company in accordance with the law; If a new company is established, the company establishment registration shall be completed in accordance with the law.

Article 71 of the Company Law of the People's Republic of China stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other. The transfer of equity by a shareholder to a person other than the shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing to solicit consent for their equity transfer, and if other shareholders do not reply within 30 days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer.

If more than half of the other shareholders are not willing to transfer, the shareholders who do not agree shall purchase the transferred equity; If you do not purchase it, you will be deemed to have agreed to the transfer. For the equity transferred with the consent of the shareholders, under the same conditions, other shareholders have the right of first refusal. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios; If the negotiation fails, the right of first refusal shall be exercised in accordance with the proportion of their respective capital contributions at the time of transfer.

Where the articles of association of the company have other provisions on the transfer of equity, such provisions shall prevail.