When designing overseas M&A transaction contracts, the following related factors need to be considered.

1, source of funds. Now the market is relatively good and the efficiency of raising cash is very high. In the case of relatively low cost, many listed companies adopt direct financing and issue stocks to raise funds. In order to improve efficiency, some companies raise funds through M&A bank loans.

2. Transaction realization mode. It can be gradual, and listed companies set up SPV (Special Purpose Company) overseas to directly purchase overseas assets. It can also be divided into two steps: first, major shareholders or M&A funds buy overseas assets, and then inject them into listed companies by issuing shares to buy assets or raising funds through non-public offering.

From the lawyer's point of view, there are no legal obstacles, but domestic companies should be listed companies, because they are bound by the regulatory policies in the Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (Ministry of Commerce 10).

In fact, at present, the major shareholders of A-share listed companies are both non-listed companies and listed companies, but mainly non-listed companies. The document of the Ministry of Commerce, which restricts transnational arrangements, is being revised recently. It is said that this regulation should be liberalized.

If the underlying assets are relatively good and meet the issuance conditions of relevant A-share listed companies, A-share listed companies will directly issue shares to the underlying companies and acquire them, and the future is just around the corner. With the maturity of China's capital market, it is believed that many foreign investors are willing to sell their assets to listed companies through stock exchange.