Is the company still a company after acquiring 100 of the shares of a listed company? 5

Of course, it is not a company, it should be called a sole proprietorship, and a sole proprietorship refers to a business entity established in China in accordance with the law, invested by a natural person, the property is owned by the investor, and the investor bears unlimited liability for the debts of the enterprise with his personal property.

Characteristics of a Sole Proprietorship.

1) The investor of a sole proprietorship is a natural person. The natural person shall have full capacity for civil conduct and must not be a person prohibited by laws or administrative regulations from engaging in for-profit activities.

2) The property of the sole proprietorship is owned by the investor. The enterprise property here includes not only the initial property invested by the investor when the enterprise is established, but also the property accumulated during the existence of the enterprise. The investor is the sole legal owner of the sole proprietorship's property.

3) The investor bears unlimited liability for the debts of the enterprise with his personal property. This is an important feature of a sole proprietorship. In other words, when the capital contribution declared and registered by the investor is insufficient to pay off the debts incurred by the sole proprietorship enterprise, the investor must use his personal property or even family property to pay off the debts.

4) Sole proprietorship does not have legal personality. Although a sole proprietorship can be named, and can be used externally, it is only a special form of business activities carried out by natural persons, which belongs to the category of natural person enterprises.

Of course, even if it is a company, there are sole proprietorship enterprises and one-person limited liability companies, but it is impossible for an individual to acquire all the ** listed companies, so they cannot be listed

Legal analysis: It does not belong to the listed company, the listed company is a whole, it is a company, since it has been acquired by the listed company, it has become a subsidiary of the listed company, and it is a part of the listed company, not an independent company.

Legal basis: "Administrative Measures for the Acquisition of Listed Companies" Article 5 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 relations, agreements and other arrangements, and may also adopt the above methods and channels at the same time to obtain the right of the listed company to control slag and leakage.

The acquirer includes the investor and others acting in concert with it.

If it is acquired by a listed company, the original company is dissolved, and indirect listing can be realized. It is acquired by a listed company and becomes a subsidiary, which has independent legal personality and cannot be listed. A listed company refers to the shares issued by the company that have been approved by the management department to be listed and traded on the exchange.

1. What are the legal characteristics of listed companies?

Listed companies have the following legal characteristics: 1. Listed companies are shares, with all the legal characteristics of shares: such as the number of shareholders is extensive, the openness and freedom of share issuance and transfer, the equality of shares, and the openness of the company's operation; Second, the listed company is a stock that meets the statutory listing conditions.

China's company law has strict regulations on the listing conditions, and only qualified shares can be listed and traded on the exchange. 3. Listed companies are listed and traded on the exchange.

2. What are the listing conditions?

The following conditions must be met for the listing of the shares

1) With the approval of the ***** management department, ** has been publicly issued to the public. That is to say, the prerequisite for the shares to become listed companies is that they have been publicly issued to the public and belong to the shares raised and established. The shares initiated and established cannot directly become listed companies;

2) The total share capital of the company shall not be less than 50 million yuan. The total share capital here includes the sum of the votes for the public offering and the promoter subscription and the issuance to specific investors, not just the public offering;

3) It has been in business for more than 3 years and has been profitable for nearly 3 years. Among the investors, investors should analyze the company they want to buy and understand the management, financial status and profitability of the listed company. At the same time, the management department also investigates the company's situation.

3. What does it mean to be a listed company?

A listed company refers to its shares that are publicly issued and approved by the management department authorized by *** or *** and listed and traded on the ** exchange. A public company is also a company and is a part of the company. A listed company divides the company's assets into several parts and trades them on the ** trading market.

Everyone can buy shares in this company and become a shareholder of the spring pants company. Listing is an important channel for corporate financing, and non-listed companies cannot be traded on the exchange. Listed companies are required to regularly disclose their assets, transactions, annual reports and other relevant information to the public.

Listing does not mean that profitability is strong, nor does it mean that there is no profitability.

Article 172 of the Company Law of the People's Republic of China.

A merger may take the form of a merger by absorption or a merger by new establishment.

The absorption of other companies by a company is a merger, and the absorbed company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.

Legal analysis: If the acquired company is merged into a listed company as a whole, it is considered to be listed. After the completion of the acquisition, if the acquirer merges with the acquired company and dissolves the company, the original ** of the dissolved company shall be replaced by the acquirer in accordance with the law to achieve indirect listing.

If the acquired company is dissolved, it shall go through the process of deregistration.

Legal basis: Law of the People's Republic of China on the People's Republic of China Article 76 After the completion of the acquisition, if the acquirer 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 of Wang Qi Tsai, and make an announcement.

If the company is acquired by a listed company, the legal personality of the acquired company disappears in the case of merging into the listed company as a whole, and the listing is realized.

1. What are the differences between equity transfer and backdoor?

The differences between equity transfer and backdoor are as follows:

1. Acquisition of equity, on-site acquisition, and more agreement acquisitions at present;

2. Asset replacement. For equity transfer, you need to obtain the application form for change of company registration, change of business license, change of organization and other information;

3. The equity transfer agreement refers to the intention reached by the parties for the transfer of equity that the transferor will deliver the equity and collect the price, and the transferee shall pay the price of the equity;

4. Backdoor listing refers to the acquisition of a controlling stake in a listed company by a listed company through acquisition, asset replacement, etc.

2. How does a listed company agree to acquire a municipal company?

Acquisition refers to the economic behavior of a company to obtain a certain degree of control over other companies through property rights transactions in order to achieve certain economic goals. When the shares in which the acquirer has an interest reach 30% of the issued shares of the company, if the acquisition continues, a general offer or a partial offer shall be issued to the shareholders of the listed company in accordance with the law. If the circumstances specified in Chapter VI of these Measures are met, the acquirer may be exempted from making an offer.

If the acquirer intends to acquire more than 30% of the shares of a listed company by agreement, the part exceeding 30% shall be carried out by way of offer; However, if the circumstances specified in Chapter VI of these Measures are met, the acquirer may be exempted from making an offer. The acquirer shall, within 5 days after the announcement of the summary of the acquisition report, announce its acquisition report, the professional opinion of the financial adviser and the legal opinion issued by the lawyer. If the acquirer who has disclosed the acquisition report needs to report or make an announcement again due to changes in equity within 6 months from the date of disclosure, it may only make a report or announcement on a part different from the previous report; Where more than 6 months have passed, reporting and announcement obligations shall be performed in accordance with provisions.

Article 10 of the Administrative Measures for the Acquisition of Listed Companies states that the China Securities Regulatory Commission shall supervise and administer the acquisition of listed companies and related changes in equity interests in accordance with the law. The China Securities Regulatory Commission (CSRC) has set up a special committee composed of professionals and relevant experts. At the request of the functional departments of the China Securities Regulatory Commission, the special committee may provide advice on whether it constitutes an acquisition of a listed company, whether there are circumstances that prohibit the acquisition of a listed company, and other relevant matters.

The China Securities Regulatory Commission (CSRC) makes a decision in accordance with the law.