Is the equity acquisition part of the share reform? Is the equity transfer an acquisition?

<> "Equity acquisition does not belong to share reform, which refers to the adjustment of the equity structure of existing enterprises to make it more in line with the requirements of the market economy and promote the in-depth reform and development of enterprises. Equity acquisition, on the other hand, refers to the acquisition of control or influence of the target enterprise through the purchase of equity, with the aim of realizing its own interests. Both are related to equity, but their purpose and implementation are different.

No. Equity transfer is a single act and does not necessarily obtain control of the target company. Mergers and acquisitions are an integral act to achieve control over the target company.

Acquisition is the acquisition of the company's equity by a third party other than the original company's shareholders, and the equity transfer has a transfer between shareholders and a third party other than the original company's shareholders, and the difference between equity acquisition and asset acquisition is that the tax of the latter is slightly higher than that of the former. Equity acquisition is a procedural statement, the form of acquisition can be carried out through equity transfer, the procedures are basically the same, and the tax aspects are basically the same, and the equity acquisition should pay attention to the debts of the acquired party and other shareholders to perform the priority to make preparations in advance.

Legal basis

Article 71 of the Company Law stipulates that the 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 of the transfer of their equity to seek consent, and if the 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 do not agree to the 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. Two or more shareholders who advocate exercising the right of first refusal 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.

The company's equity can be acquired. Article 5 of the Administrative Measures for the Acquisition of Listed Companies stipulates that the acquirer may become the controlling shareholder of a listed company by acquiring shares, and may become the actual controller of a listed company through investment relationships, agreements and other arrangements, or may also adopt the above methods and means to obtain control of the listed company. The acquirer calls for investors and others acting in concert with them.

Paragraph 1 of Article 6 stipulates that no one shall take advantage of the acquisition of a listed company to harm the legitimate rights and interests of the acquired company and its shareholders. The first paragraph of Article 7 stipulates that the controlling shareholder or actual controller of the target company shall not abuse the rights of shareholders to harm the legitimate rights and interests of the target company or other shareholders.

Article 5 of the Administrative Measures for the Acquisition of Listed Companies provides that an acquirer may become the controlling shareholder of a listed company by acquiring shares, or the actual controller of a listed company through investment relations, agreements or other arrangements, or may simultaneously adopt the above-mentioned methods and means to obtain control of a listed company. The acquirer includes the investor and others acting in concert with the investor. Paragraph 1 of Article 6 of the Measures for the Administration of Takeovers 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.

Paragraph 1 of Article 7 of the Administrative Measures for the Acquisition of Listed Companies shall not abuse the rights of shareholders to the detriment of the legitimate rights and interests of the acquired company or other shareholders.