What does the merger process include?

Legal analysis: 1. Notices and announcements. The company must announce or notify the creditors within 30 days after reaching the merger agreement. Usually, in the process of company merger negotiation, the merging parties will negotiate with the main creditors and reach an agreement with the creditors on the inheritance of the merged creditor's rights and debts to ensure the smooth progress of the merger. Nevertheless, it is impossible for the company to negotiate with all creditors one by one. Therefore, the purpose of announcement and notice is to give all creditors the opportunity to declare their claims as much as possible and take appropriate measures to protect their claims before the merger of the company.

Second, creditors can take preservation measures. When the creditor and the merged company can't reach an agreement on debt performance, the new company law gives the creditor two rights to preserve his creditor's rights: one is to ask the debtor to pay off the debt, and the other is to ask him to provide guarantee. If the company refuses to perform its debts and does not provide guarantee, but merges, the creditor may apply to the people's court for cancellation according to the provisions of the contract law, and cancel its merger behavior, making the merger invalid.

Third, the company will undertake after the merger. If all debts were not paid off before the merger, after the merger, the creditors of the original company may require the new company or the surviving company established after the merger to bear the debt repayment responsibility. According to the company's limited liability principle, the company is liable for its debts with all its assets, so generally speaking, the company's debts follow the assets. After the merger, the newly established company and the surviving company that inherits the property of the merged company shall bear the debts of the dissolved company.

Legal basis: People's Republic of China (PRC) Company Law.

Article 73 After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.

Article 74 In any of the following circumstances, a shareholder who votes 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.