The difference of enterprise merger and acquisition

Legal analysis: Merger usually refers to an economic behavior that an enterprise obtains the property rights of other enterprises by purchasing cash, securities or other forms, so that other enterprises lose their legal personality or change their legal entities, and gain decision-making control over these enterprises. Acquisition means that an enterprise purchases part or all of the assets or equity of another enterprise with cash, bonds or stocks in order to gain control over the enterprise. There are generally two kinds of acquisition targets: equity and assets. The difference between mergers and acquisitions is: 1. In the merger, the merged enterprise no longer exists as a legal entity; In the acquisition, the acquired enterprise can still exist as a legal entity, and its property rights can be partially transferred. 2. After the merger, the merged enterprise becomes the new owner of the merged enterprise and the undertaker of creditor's rights and debts, and the assets, creditor's rights and debts are converted together; In the acquisition, the acquired enterprise is the new shareholder of the acquired enterprise, and bears the risks of the acquired enterprise to the extent of the capital contribution. 3. Mergers often occur when the merged enterprise is in poor financial condition and its production and operation are stagnant or semi-stagnant. After the merger, it is generally necessary to adjust production and operation and reorganize assets; Acquisition generally occurs in the normal production and operation of enterprises, and the flow of property rights is relatively peaceful.

Legal basis: Under any of the following circumstances in Article 74 of the Company Law of People's Republic of China (PRC), the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price: (1) The company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this law; (2) The merger, division or transfer of the company's main property; (3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive. If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.

Article 88 of the Securities Law of People's Republic of China (PRC), when selling securities and providing services to investors, securities companies should fully understand the basic information, property status, financial assets status, investment knowledge and experience, professional ability and other relevant information of investors in accordance with the regulations; Truthfully explain the important contents of securities and services, and fully reveal the investment risks; Selling and providing securities and services that match the above conditions of investors. When purchasing securities or receiving services, investors shall provide the true information listed in the preceding paragraph in accordance with the explicit requirements of securities companies. If a securities company refuses to provide information or fails to provide information as required, it shall inform the consequences and refuse to sell securities or provide services to it in accordance with regulations. If a securities company violates the provisions of the first paragraph and causes losses to investors, it shall bear the corresponding liability for compensation.