What departments and procedures should be involved in the acquisition of overseas enterprises by dom

The acquisition of shares to reach more than 50% can control the company's shares, but the honorary chairman is still the original chairman, this is the difference between mergers and acquisitions, and now it is generally called mergers!

Legal analysis: The specific process of acquisition of foreign-funded enterprises is as follows: 1. Determination of acquisition intention; 2. The acquirer makes an acquisition resolution; 3. The target company convenes a general meeting of shareholders, and other shareholders waive their right of first refusal; 4. Carry out due diligence on the target company and clarify the basic information of the target to be acquired; 5. Sign the acquisition agreement; Six relatives match, follow-up change procedures.

Legal basis: Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors》 Article 2 The term "mergers and acquisitions of domestic enterprises by foreign investors" as used in these Provisions refers to the purchase by foreign investors of the equity of shareholders of domestic non-foreign-invested enterprises (hereinafter referred to as "domestic companies") or the subscription of capital increases of domestic companies, so that the domestic companies are changed and established as foreign-invested enterprises (hereinafter referred to as "equity mergers and acquisitions"); Alternatively, a foreign investor establishes a foreign-invested enterprise and purchases the assets of a domestic enterprise through the enterprise agreement and operates the assets, or a foreign investor agrees to purchase the assets of a domestic enterprise and uses the assets to invest in the establishment of a foreign-invested enterprise to operate the assets (hereinafter referred to as "asset mergers and acquisitions").

The steps for the acquisition of the company are as follows: enter into an acquisition agreement in accordance with the law; Preparation of balance sheet and property list; Notify creditors in a timely manner and make an announcement; and the registration of changes in the company. If it is subject to the approval of the relevant administrative authority, the acquisition can only be made after approval.

Article 172 of the Company Law of the People's Republic of China provides that a merger may be made by absorption or by merger. 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 establish a new company is the merger of the new company, and the parties to the merger are dissolved.

Article 173 of the Company Law of the People's Republic of China 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 resolution to merge with the celebration 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 of the Company Law of the People's Republic of China When a company merges, 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.

Legal analysis: The specific process of acquisition of foreign-funded enterprises is as follows: 1. Determination of acquisition intention; 2. The acquirer makes an acquisition resolution; 3. The target company convenes a general meeting of shareholders, and other shareholders waive their right of first refusal; 4. Carry out due diligence on the target company and clarify the basic information of the target to be acquired; 5. Sign the acquisition agreement; 6. Follow-up change procedures.

Legal basis: Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors》 Article 2 The term "mergers and acquisitions of domestic enterprises by foreign investors" as used in these Provisions refers to the purchase by foreign investors of the equity of shareholders of domestic non-foreign-invested enterprises (hereinafter referred to as "domestic companies") or the subscription of capital increases of domestic companies, so that the domestic companies are changed and established as foreign-invested enterprises (hereinafter referred to as "equity mergers and acquisitions"); Alternatively, a foreign investor may establish a foreign-invested enterprise and purchase and operate the assets of a domestic enterprise through the enterprise agreement, or a foreign investor may purchase the assets of a domestic enterprise by agreement and invest in the establishment of a foreign-invested enterprise to operate the assets (hereinafter referred to as "asset mergers and acquisitions").

What are the major ways to acquire overseas companies?

1. Brand-oriented acquisitions

Brand-oriented acquisition is a very different investment method from the establishment of independent brands overseas, which is through the acquisition of well-known foreign brands, with the help of their brand influence to develop the overseas market of the local currency market. The characteristics of this kind of acquisition: first, "backdoor listing", that is, the acquisition of the "shell" of the well-known foreign local Pei and Mo brand, and then with the help of this shell to package the product, obtain the recognition of local consumers, and quickly enter the local market.

Second, because most of the mergers and acquisitions are well-known brands of well-known overseas companies that are not operating well or go bankrupt, they still have a certain influence and sales channels, which saves the time cost of overseas brand building and promotion. Third, this method is suitable for large enterprises with a certain capital base, good reputation, and the ability to acquire and control overseas well-known brands.

2. Technology-oriented acquisitions

The technology-oriented acquisition method refers to the main purpose of the acquiring enterprise to implement overseas acquisition, so as to improve its own competitiveness. Technology-oriented acquisitions can enhance the technical capabilities of the acquiring enterprises, so that their own technology is in the leading position in China.

3. Market-oriented acquisitions

Market-oriented acquisition refers to the overseas M&A of the acquiring enterprise for the purpose of entering foreign markets or realizing the localization strategy of local design, local production, and local sales and distribution. Market-oriented acquisitions can quickly enter the international market and new industries, gain new market space, and at the same time bypass the best barriers.

4. Resource-oriented acquisitions

Resource-oriented acquisition refers to the main purpose of overseas mergers and acquisitions of enterprises to obtain the right to exploit overseas natural resources to ensure a stable supply of resources. At present, China's economic development is in urgent need of resources, many areas have a strong demand, and domestic natural resources mining is in short supply, so the development of overseas mining bases is an important means for the sustainable development of energy enterprises.

Article 6 of the Administrative Measures for the Acquisition of Listed Companies stipulates that no one shall use the acquisition of a listed company to harm the legitimate rights and interests of the acquired company and its shareholders.

In any of the following circumstances, a listed company shall not be acquired:

1) The acquirer has a relatively large amount of debt, which is outstanding when it expires and is in a continuous state;

2) The acquirer has committed or is suspected of having committed major violations in the past three years;

3) The acquirer has committed serious market dishonesty in the past 3 years;

4) If the acquirer is a natural person, the circumstances provided for in Article 146 of the Company Law exist;

5) Other circumstances stipulated by laws, administrative regulations and the China Securities Regulatory Commission that prohibit the acquisition of listed companies.

The above knowledge is my answer to the question of "what are the major ways to acquire overseas companies".