I. Tender offer
According to Article 28 of the Measures for the Administration of Acquisition of Listed Companies, if shares of listed companies are acquired by tender offer, the purchaser shall prepare a tender offer report, hire a financial consultant, notify the acquired company, and make a suggestive announcement on the summary of the tender offer report.
If it should be approved by the relevant departments in accordance with the law, the purchaser shall make a special prompt in the abstract of the tender offer report, and announce the tender offer report after approval.
Second, the procedure of agreed acquisition.
In the case of acquisition by agreement, the purchaser may transfer the equity by agreement with the shareholders of the acquired company in accordance with the provisions of laws and administrative regulations. To purchase a listed company by agreement, after reaching an agreement, the purchaser must make a written report to the the State Council Securities Regulatory Authority and the stock exchange within 3 days and make an announcement. Before the announcement, the acquisition agreement shall not be fulfilled.
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:
(a) 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 as 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.