First, the preparation stage.
1. Draw up the standards for the listed companies (shell companies) to be acquired, and preliminarily select the shell objects;
2. Hire financial advisers and other intermediaries;
3. The two parties to the equity transfer reached a principled intention and signed a confidentiality agreement on the equity acquisition, asset replacement and employee placement plan of the shell company through consultation;
4. Due diligence on shell companies and buyers;
5. The acquirer and shell company complete the audit of financial report;
6. Complete the evaluation of the assets to be placed by the purchaser and the assets to be placed by the listed company; 7. Determine the final plan for acquisition and asset replacement;
8. Drafting the share transfer agreement;
9. Draft an asset replacement agreement;
10. Resolutions of the board of directors and shareholders' meeting of the acquirer to consider and pass the acquisition and asset replacement plan;
1 1. The transferor's board of directors and shareholders' meeting deliberated and passed the resolution on the transfer of shares;
12. The transferor submits the inquiry of the shares to be transferred and the application for temporary custody to the clearing company.
Second, the signing and approval stage of the agreement.
1. The purchaser signs a share transfer agreement with the transferor, and the purchaser signs an asset replacement agreement with the listed company;
2. The purchaser shall sign the acquisition report within two working days, submit it to the competent securities department and make a summary announcement;
3. The transferor shall sign the equity change report and make an announcement within three working days;
4. The shell company issued a suggestive announcement on the acquisition, and notified the convening of an interim board of directors on the acquisition;
5. The purchaser signs and submits an application report for exemption from tender offer to the China Securities Regulatory Commission (at the same time, the tender offer report is prepared for standby and financing arrangements are made, and the tender offer obligation is not exempted);
6. The transferor shall submit the application documents for the transfer of state-owned shares to the state-owned assets department at a higher level;
7. Shell Company convened the board of directors and signed the report of the board of directors, which was published in the designated securities journal;
8. The shell company signed the "Report on Major Asset Replacement (Draft)" and its summary, submitted it to the CSRC, and applied to the Exchange for suspension of trading until the audit committee issued an audit opinion.
Three. Implementation stage of acquisition and reorganization
1. The CSRC has approved the major asset restructuring plan, published a major asset replacement report in the designated securities journal, and made special prompts for supplementary disclosure or modification (the review period is about three months after the submission of documents);
2. The CSRC has no objection to the review of the acquisition report and publishes the full text in the designated securities journal (the review period is about one month after the above approval);
3. Approval for the transfer of SASAC state-owned shares (the review period is about three to six months after the submission of the documents);
4. The China Securities Regulatory Commission agrees to abandon the tender offer (or after SASAC's approval);
5. Both parties to the transfer apply to the Exchange for confirmation of share transfer;
6. Implement major asset replacement;
7. Handle equity transfer;
8. Announce the completion of asset replacement and equity transfer.
Fourth, the finishing stage after the acquisition.
1. Convene the board of directors, the board of supervisors and the general meeting of shareholders, and reorganize the board of directors, the board of supervisors and senior management personnel of Shell Company;
2. According to the forthcoming Notice of Investigation on the Reorganization of Listed Companies, submit a standardized operation report to the Securities Regulatory Bureau where the shell company is located;
3. Hire a securities company with the qualification of lead underwriter for counseling, and pass the inspection and acceptance by the CSRC where the shell company is located;
4. Apply for issuing new shares or securities.
The first roadshow is more about the New Third Board.