Statutory acquisition methods for listed companies

These regulations and the provisions of Chapter IV of the ** Law of the People's Republic of China on "Acquisition of Listed Companies" constitute the basic norms of the current laws and regulations on the acquisition of listed companies. Sining believes that the above-mentioned norms establish five statutory ways for the acquisition of listed companies in Chinese mainland. Article 85 of the ** Law of the People's Republic of China stipulates:

Investors can take tender offers, negotiated acquisitions and other legal methods to acquire listed companies. Other legal means should be understood to include three types, i.e., general acquisitions;Indirect acquisitions;Acquisition through administrative transfer or change, execution of court rulings, inheritance, donation, etc. For the sake of conciseness and considering its characteristics, an acquisition through administrative transfer or modification, enforcement of a court ruling, inheritance, gift, etc., can be summarized as a "passive acquisition".

1. General Acquisition A general acquisition refers to an acquisition in which the acquirer (including investors and persons acting in concert with them) holds 5% of the issued shares of a listed company, and continues to purchase the issued shares of the listed company after reaching 5%, but does not exceed 30% of the issued shares of the listed company. According to the Administrative Measures for the Acquisition of Listed Companies, there is a difference in the content requirements for equity disclosure between an acquirer that reaches or exceeds 5% but not 20% of the company's issued shares and an acquirer that reaches or exceeds 20% but does not exceed 30% of the company's issued shares. If this distinction is further divided, general acquisitions can be divided into "general acquisitions with brief disclosure" and "general acquisitions with detailed disclosures".

2. Tender offer A tender offer refers to an acquisition in which the acquirer continues to acquire all or part of the shares of a listed company when it holds 30% of the issued shares of a listed company, and shall issue an offer to all shareholders of the listed company to acquire all or part of the shares of the listed company in accordance with the law. Judging from the mandatory provisions of the law, a tender offer is a way for the acquirer to continue the acquisition when it holds 30% of the issued shares of a listed company. However, Article 23 of the Administrative Measures for the Acquisition of Listed Companies stipulates that "investors voluntarily choose to acquire the shares of a listed company by way of an offer".

Therefore, in addition to the mandatory trigger point of "continuing the acquisition when 30% is reached", Article 23 actually encourages investors who hold less than 30% of the issued shares of a listed company to voluntarily choose to acquire the shares of a listed company by way of offer. However, Article 25 of the Administrative Measures for the Acquisition of Listed Companies stipulates that if such an investor voluntarily chooses to acquire the shares of a listed company by way of an offer, the proportion of shares to be acquired shall not be less than 5% of the issued shares of the listed company. 3. Acquisition by agreement Acquisition by agreement refers to the acquisition in which the acquirer signs a share transfer agreement with the shareholders of the acquired company in accordance with the provisions of laws and administrative regulations to acquire the shares and holds 5% or more of the issued shares of a listed company.

The shares acquired by agreement are the shares of a specific shareholder that are not listed and traded on the ** exchange. Before the reform of the equity division of the listed company, such shares were non-tradable shares; After the reform of the share division of the listed company, such shares are restricted tradable shares.

What is a public company takeover? What are the ways for public company acquisitions?

Takeovers of listed companies can take the following forms: tender offers, negotiated takeovers, and other legal methods. The acquisition of a listed company must reach an acquisition agreement in accordance with the law, and promptly notify the ** supervisory authority and ** exchange in writing.

1. What is the process of the tender offer?

Process of the tender offer:

1. Select the target of the tender offer;

2. Prepare the tender offer report and submit relevant materials to the regulatory authorities;

3. Announce the acquisition offer;

4. Purchase ** according to the contract and go through the transfer procedures.

Article 62 of the ** Law of the People's Republic of China stipulates that investors may acquire listed companies by tender offer, agreement acquisition and other legal means.

Article 76 stipulates that after the completion of the acquisition, if the acquisition of Yezai Hengren merges with the acquired company and dissolves the company, the original ** of the dissolved company shall be replaced by the acquirer in accordance with law.

After the completion of the acquisition, the acquirer shall report the acquisition *****to the regulatory authority and the ** exchange within 15 days, and make an announcement.

2. What is a backdoor listing?

The definition of backdoor listing is that after a company obtains control of a listed company through acquisition, asset replacement, etc., it uses its status as a listed company to achieve the effect of listing the parent company. The acquirer of a listed company may adopt a tender offer, a negotiated acquisition and other legal methods, and after the completion of the acquisition, the acquirer shall announce the acquisition.

3. How to carry out the asset restructuring of the enterprise?

1. Mergers and acquisitions. In China, mergers and acquisitions mainly refer to the acquisition of equity or assets of other enterprises, the merger of other enterprises, or the merger of other enterprises by directional share expansion. 2. Equity transfer.

Equity transfer is another important way for listed companies to restructure their assets. 3. Asset divestiture and equity ownership. 4. Asset replacement.

Article 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 acquired company to acquire all the shares held by it (hereinafter referred to as the general offer), or it may issue an offer to all shareholders of the acquired company to acquire part of the shares held by it (hereinafter referred to as the partial offer).

Article 47.

If the acquirer has an interest in a listed company by way of agreement to reach or exceed 5% of the company's issued shares, but not more than 30%, it shall be handled in accordance with the provisions of Chapter II of these Measures.

There are two types of takeovers for listed companies: tender offer and scheme of acquisition. 1. 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 acquired company to acquire all the shares held by it (hereinafter referred to as the general offer), or it may issue an offer to all shareholders of the acquired company to acquire part of the shares held by it (hereinafter referred to as the partial offer). 2. Acquisition by agreement refers to the private negotiation between the investor and the shareholders of the target company (mainly the major shareholders with a higher shareholding ratio) on the number and quantity (compared to the open market, rather than the black market transaction) outside the trading venue, and the purchase of the target company, in order to achieve the purpose of controlling or merging the target company.

What are the conditions for a listed company to acquire a listed company.

1. The acquisition of listed companies is aimed at the listed companies issued out, that is, the company issued by the company and held by investors, excluding the company's inventory and the company's direct holdings in its own name. 2. The acquisition of listed companies must be completed with the help of ** trading venues. A trading venue is a place established in accordance with the law and approved to buy, sell or trade, which is divided into a centralized trading venue (i.e., an exchange) and an over-the-counter trading venue.

3. Shareholders who hold more than 5% of the company's shares and buy or sell a certain proportion of listed companies through the ** exchange shall be subject to the acquisition rules of listed companies. Holding a 5% stake in a listed company usually does not constitute actual control over the listed company commercially.

What is the legal nature of a takeover of a listed company.

The legal nature of the takeover of a listed company:

1. The subject matter of the acquisition of a listed company is an abstract identification of the shares that can represent the company's capital share;

2. The purpose of the acquisition of a listed company is to achieve control over the target company;

3. Other properties.

Legal basis: Article 62 of the ** Law of the People's Republic of China Investors may acquire listed companies by tender offer, agreement acquisition and other legal methods.

Article 65 of the People's Republic of China Law of the People's Republic of China If an investor holds or jointly holds with others through an agreement or other arrangement 30% of the issued voting shares of a listed company through a transaction on the ** exchange, and continues to make the acquisition, it shall issue an offer to all shareholders of the listed company to acquire all or part of the shares of the listed company in accordance with the law. The offer to acquire part of the shares of a listed company shall stipulate that if the amount of shares promised by the shareholders of the acquired company exceeds the amount of shares to be acquired, the acquirer shall acquire them in proportion.

There are two types of takeovers for listed companies: tender offer and scheme of acquisition. 1. 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 acquired company to acquire all the shares held by it (hereinafter referred to as the general offer), or it may issue an offer to all shareholders of the acquired company to acquire part of the shares held by it (hereinafter referred to as the partial offer). 2. Acquisition by agreement refers to the private negotiation between the investor and the shareholders of the target company (mainly the major shareholders with a high proportion of shares) outside the trading venue on the number and quantity (relative to the open market, rather than the black market transaction), and the purchase of the target company, in order to achieve the purpose of controlling or merging the target company.

Legal basis. Article 62 of the ** Law of the People's Republic of China Investors may acquire listed companies by tender offer, agreement acquisition and other legal means.

Article 65 of the ** Law of the People's Republic of China If an investor holds or jointly holds with others through an agreement or other arrangement 30% of the voting shares of a listed company through the ** exchange transaction, and continues to make the acquisition, it shall issue an offer to all shareholders of the listed company to acquire all or part of the shares of the listed company in accordance with the law. The offer to acquire part of the shares of the listed company shall stipulate that if the amount of shares promised by the shareholders of the acquired company exceeds the amount of shares to be acquired, the acquirer shall acquire them in proportion.