(2) Conduct due diligence on the major assets and credit status of the transferor, guarantor and target company;
(three) to formulate the detailed text of the equity purchase contract, participate in the negotiations with the equity transferor or put forward written negotiation opinions;
(4) Drafting internal authorization documents (resolutions of shareholders' meeting, statement of waiver of preemptive right, etc.). );
(5) Drafting a joint guarantee agreement;
(6) Drafting a debt transfer agreement.
Legal basis: Measures for the Administration of Acquisition of Listed Companies
Article 2 The acquisition of listed companies and the related changes in equity of shares must abide by laws, administrative regulations and the provisions of China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission). The parties concerned shall be honest and trustworthy, abide by social morality and business ethics, consciously safeguard the order of the securities market, and accept the supervision of the government and the public.
Article 3 The acquisition of listed companies and the changes of relevant shares' rights and interests must follow the principles of openness, fairness and impartiality.
The information disclosure obligor in the acquisition of a listed company and the change of relevant shares' rights and interests shall fully disclose their rights and interests in the listed company and their changes, and perform legal obligations such as reports and announcements in strict accordance with the law. Before the relevant information is made public, it is obliged to keep it confidential.
The information reported and announced by the information disclosure obligor must be true, accurate and complete, and there shall be no false records, misleading statements or major omissions.
Article 4 The acquisition of listed companies and the changes in the rights and interests of related shares shall not endanger national security and social public interests.
The acquisition of listed companies and related changes in share rights and interests involve national industrial policies, industry access, transfer of state-owned shares and other matters. If it is necessary to obtain the approval of the relevant state departments, it shall be carried out after obtaining the approval.
Foreign investors engaged in the acquisition of listed companies and related changes in share rights and interests shall obtain the approval of relevant state departments, apply the laws of China, and submit to the judicial and arbitration jurisdiction of China.
Article 5 A purchaser may become the controlling shareholder of a listed company through the acquisition of shares, become the actual controller of the listed company through investment relations, agreements or other arrangements, or obtain the control right of the listed company through the above ways and means.
Buyers include investors and others acting in concert with them.