1. Directly launch investment mergers and acquisitions with listed companies as the main investors; Equity mergers and acquisitions can be directly carried out by listed companies without using cash as payment consideration; Profits can be directly reflected in the statements of listed companies. However, when the market value of the enterprise is low, the dilution rate of equity is high; The direct merger and acquisition of listed companies as the main body involves the decision-making process, corporate governance, confidentiality, risk tolerance, financial gains and losses and other factors of listed companies, which is more troublesome; After the merger, the business profits were not released as expected, which affected the profits of listed companies.
2. Major shareholders set up subsidiaries as investors to initiate investment mergers and acquisitions and inject supporting assets; Do not directly dilute the equity at the level of joint-stock companies; If the sub-business develops well in the future, assets can be injected into the joint-stock company; Through this structure, a project "reservoir" is set up under the controlling shareholder, so that the company can selectively inject assets into listed companies according to the capital market cycle, the performance of joint-stock companies and the operation of sub-businesses, which is more active; Equity can be opened at the subsidiary level. For the management team of the merged enterprise, if it operates well in the future, it can inject assets into listed companies, realize equity appreciation or directly hold shares at the level of listed companies, which has a high incentive effect.
3. An industrial M&A fund funded by major shareholders will be set up as an investor to invest in M&A; Major shareholders only need to invest part of it to incite more social capital or government capital for industrial investment mergers and acquisitions; We can solve the problems of M&A ability and post-investment management by cooperating with professional investment management companies. Through the design of the fund structure, you can make the same decision as the fund manager or have more decision-making power.
4. Listed companies will set up industrial M&A funds as investors, initiate investment in M&A, and inject future supporting assets. You can use the brand power, influence and reputation of listed companies to incite more social capital and government capital, making it easier to raise funds; Listed companies have sufficient funds to facilitate the start-up of funds; Do not directly dilute the equity at the level of joint-stock companies; The performance of invested subsidiaries can be incorporated into the consolidated statements of joint-stock companies through equity ratio and structural design.
Cash payment Cash payment is the simplest payment method in M&A transactions. Once the shareholders of the target company receive the cash for their rights and interests, they no longer have the ownership of the target company and all other rights derived from it. M&A means that investors do not buy the target enterprise by cash, but increase the issuance of their own shares and replace the shares of the target enterprise with newly issued shares. Debt undertaking debt undertaking, that is, under the condition of equal assets and debts, the dominant enterprise accepts its assets on the condition of undertaking the debt of the target company and realizes zero-cost acquisition. Payment of creditor's rights means that the leading enterprise takes its own creditor's rights to the target company as the price of M&A transaction. This operation is essentially that the target company mortgages its debt with assets.
legal ground
Company Law of the People's Republic of China
Article 6 To establish a company, it shall apply to the company registration authority for registration of establishment according to law. Those that meet the conditions for establishment as stipulated in this Law shall be registered as limited liability companies or joint stock limited companies respectively by the company registration authority; Those who do not meet the conditions for establishment as stipulated in this Law shall not be registered as a limited liability company or a joint stock limited company.
Where laws and administrative regulations stipulate that the establishment of a company must be approved, the approval procedures shall be handled according to law before the company is registered.
The public may apply to the company registration authority to inquire about the registered items of the company, and the company registration authority shall provide inquiry services.
Article 7 A company established according to law shall be issued a business license by the company registration authority. The date of issuance of the business license of the company is the date of establishment of the company.
The company's business license shall specify the company's name, domicile, registered capital, business scope, name of legal representative and other matters.
Where the matters recorded in the company's business license change, the company shall register the change according to law, and the company registration authority shall issue a new business license.
Article 173 When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in newspapers and periodicals within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.
Article 174 When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.
Article 175 When a company is divided, its property shall be divided accordingly.
When the company is divided, it shall prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the resolution of separation, and make an announcement in the newspaper within 30 days.