Merger procedure of state-owned enterprises

Legal analysis: 1. Before the merger, the state-owned enterprises involved in the merger shall submit a written report to the competent government department as required, and report it to the competent financial authority for the record. Involving financial matters, it shall be reported to the competent financial authority for approval. 2. After the M&A report is approved, look for potential partners and discuss matters related to M&A through the property rights trading market or direct negotiations. 3, approved by the merger of state-owned enterprises, to deal with its fixed assets, current assets, intangible assets, long-term investment and other assets to conduct a comprehensive inventory registration, asset losses and creditor's rights and debts to conduct a comprehensive inventory verification. 4, the merged state-owned enterprises should be based on the inventory of property rights, according to the relevant provisions of the state, by the statutory asset appraisal institutions to assess their property, reported to the state-owned assets management department for approval and confirmation. 5. The merged state-owned enterprises shall, on the basis of evaluating and confirming their net assets, comprehensively consider the factors such as employees, assets, creditor's rights and debts of the state-owned enterprises, and reasonably verify the reserve price of property rights transfer of the state-owned enterprises. 6. The transaction price of the property right transfer of the merged state-owned enterprise shall be confirmed by the competent financial organ in conjunction with the state-owned assets management department.

7 after the merger, the merged state-owned enterprise and the owner's representative of the merged state-owned enterprise shall sign an agreement on the transfer of property rights, including the payer of the price and the date of payment. 8. Go through the legal procedures of liquidation and property right transfer.

Legal basis: Article 173 of the Company Law of People's Republic of China (PRC). When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.