The process of enterprise merger and reorganization

Legal analysis: 1. Make the M&A plan (1). Information sources and strategic planning objectives of the M&A plan, as well as merger suggestions put forward by the board of directors and senior management; After industry and market research, put forward M&A opportunities; Requirements of the target enterprise. (2) In the search and research of target enterprises, the selected target enterprises should meet the following conditions: meeting the requirements of strategic planning; The possibility of complementary advantages is great; Good investment environment; The use value is higher. (3) The M&A plan should include the following main contents: the reasons and main basis of M&A; The area, scale, time, capital investment (or other investment) plan of merger and acquisition. 2. Set up a project team

The company should set up a project team and define the responsible person. The project team consists of strategy department, finance department, technicians and legal advisers. 3. Feasibility analysis report. 4. The President reviews the feasibility study report. 5. Draft the letter of intent for cooperation with the target enterprise. 6. Asset appraisal and related data collection and analysis. 7. Make M&A plan and reorganization plan. The strategic department will formulate M&A plan and reorganization plan. 8.M&A negotiation and signing. 9. Transfer and takeover of assets. 10. Main text documents: M&A plan, feasibility study report, M&A and integration plan, and main contract documents.

Legal basis: Measures for the Administration of Takeover of Listed Companies Article 32 The board of directors of the acquired company shall investigate the subject qualification, credit standing and acquisition intention of the acquirer, analyze the terms of the offer, make suggestions on whether the shareholders accept the offer, and engage independent financial consultants to provide professional advice. Within 20 days after the purchaser announces the tender offer report, the board of directors of the acquired company shall announce the report of the board of directors of the acquired company and the professional opinions of independent financial advisers. If the purchaser makes major changes to the terms of the offer, the board of directors of the acquired company shall announce the supplementary opinions issued by the board of directors and independent financial advisers on the changes of the terms of the offer within 3 working days.