2. investigation. The acquirer often sends a certified public accountant to investigate, which enables the acquirer to get an independent evaluation of the financial, commercial and administrative affairs of the acquired party by experts. At the same time, the buyer's lawyer should conduct a special investigation on the account books and local concessions of the target company and check all the original contracts, guarantees and licenses. The buyer's lawyer also wants to investigate the employment conditions of the seller's employees, the opinions of the trade union, factory practices and pension arrangements.
3. Approved by the board of directors. If an acquisition is made by an independent company or a core company of an enterprise group, it usually requires the approval of all members of the board of directors before signing a legally irrevocable agreement. If the acquirer or the acquired party is a subsidiary of an enterprise group, a project report needs to be prepared and approved by the board of directors of the parent company before signing the contract.
4. Approval of government departments. Generally speaking, all countries have anti-monopoly laws, so large-scale acquisitions often need the approval of some government departments.
5. negotiation. Obviously, the negotiation mainly involves the way of transaction, the way and amount of compensation. Generally speaking, negotiations should adhere to a carefully planned timetable.
6. Acquisition resolution. The acquisition resolution shall be made according to the principle reached through consultation and approved by the board of directors of the acquisition company.
7. Exchange contracts. When exchanging contracts, both parties must make a promise that the buyer will become the beneficial owner of the company from the time of unconditional exchange of contracts.
8. statement. When exchanging contracts, the acquirer usually makes a statement to the media to inform employees and major customers and suppliers of the acquisition information.
9. Approved. After the contract exchange, the buyer's lawyer will generally ask for an investigation on the property right of the buyer's land, or the buyer's lawyer will take the initiative to provide proof in this regard. At the same time, all special licenses or authorization licenses required in the contract are applicable at this stage.
10. Extraordinary General Meeting of Shareholders. When shareholders' approval is required, the acquirer will hold an extraordinary shareholders' meeting to vote.
1 1. Reorganization of the board of directors. This step is often a meeting of the board of directors of the acquired company, and the board of directors is reorganized by letting the outgoing directors resign and appointing the personnel nominated by the acquirer. The share certificate and transfer form will be re-registered and stamped by the board of directors of the acquired company.
12. Formal formalities. After the reorganization, it should be registered with the government department within a limited time.
13. Recombination. After the acquisition, the acquirer will explain to all the senior managers of the acquired company the current deduction method and management method of the enterprise, and who to report to. Generally, the accounting personnel of the acquirer will explain the financial reporting requirements required by the acquirer in the future. After these steps are completed, the integration work will officially begin.
Legal basis: Securities Law of People's Republic of China (PRC).
Article 62 An investor may purchase a listed company by tender offer, agreement purchase or other legal means.
Article 75 During the acquisition of a listed company, the shares of the acquired listed company held by the purchaser shall not be transferred within 18 months after the acquisition is completed.
Article 76 After the acquisition is completed, if the purchaser merges with the acquired company and dissolves the company, the original shares of the dissolved company shall be replaced by the purchaser according to law. After the acquisition is completed, the purchaser shall report the acquisition to the the State Council securities regulatory body and the stock exchange within fifteen days and make an announcement.