Acquisition of unlisted companies by listed companies

Legal analysis: According to relevant policies and regulations, what is the procedure for listed companies to acquire unlisted companies? Acquisition process of unlisted companies: 1, intentional agreement; 2. Due diligence of both parties; 3. Agree on the terms of the acquisition agreement; 4. Resolutions of the shareholders' meetings of both parties. Sign a formal acquisition agreement; 6, when necessary, also need to audit, evaluation and issue relevant legal opinions; 7, involving state-owned assets, the necessary condition for the entry into force of the agreement is the approval of state-owned assets; 8, involving foreign investment approval; 9, other special projects involving government approval; 10, the purchase price is paid for the cash acquisition, and the relevant payment procedures are handled for other acquisitions according to the agreement; 1 1, capital verification; 12, industrial and commercial change.

Legal basis: Article 142 of the Company Law of People's Republic of China (PRC): Acquisition and Pledge of Company's Shares A Company may not acquire its own shares. However, except for one of the following circumstances: (1) reducing the registered capital of the company; (2) Merging with other companies holding shares of the Company; (3) Use the shares for employee stock ownership plan or equity incentive; (4) Shareholders require the company to purchase its shares because they disagree with the resolution of the shareholders' meeting on the merger or division of the company; (5) Converting corporate bonds issued by listed companies into stocks. (6) The need for listed companies to safeguard company value and shareholders' rights and interests. Where a company purchases its shares under the circumstances mentioned in Items (1) and (2) of the preceding paragraph, a resolution shall be made by the shareholders' meeting. Where a company purchases its shares under the circumstances specified in Items (3), (5) and (6) of the preceding paragraph, it may make a resolution at a board meeting attended by more than two thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting. After the company purchases its shares in accordance with the provisions of the first paragraph of this article, it shall be cancelled within 10 days from the date of acquisition in cases (2) and (4), and shall be transferred or cancelled within six months in cases (3), (5) and (6). The total number of shares held by the company shall not exceed. When a listed company purchases its own shares, it shall fulfill the obligation of information disclosure in accordance with the provisions of the Securities Law of People's Republic of China (PRC). A listed company shall purchase its shares under the circumstances specified in items (3), (5) and (6) of the first paragraph of this article through public centralized trading. A company may not accept its own shares as the object of pledge.