1, holding acquisition and merger acquisition

According to the control of the target company, the acquisition of listed companies can be divided into holding acquisition and merger acquisition. Holding acquisition refers to the act of buying a certain number of shares of the target company in accordance with the procedures prescribed by law and holding the comparative advantage of the target company in order to realize the holding of the target company. Merger and acquisition refers to the act of buying enough shares to control the absolute majority or even all of the shares of the target company, thus holding the absolute advantage of the target company.

2. Complete acquisition and partial acquisition

According to the requirements of tender offer for the total number of shares to be acquired, the acquisition of listed companies can be divided into comprehensive acquisition and partial acquisition. There is no requirement for the total amount of shares in the comprehensive takeover offer; Part of the tender offer requires the total number of shares, and the shares of the offeree are accepted in proportion.

3. Voluntary acquisition and compulsory acquisition

According to whether the acquisition is a statutory compulsory obligation, the acquisition of listed companies can be divided into voluntary acquisition and compulsory acquisition. Voluntary acquisition means that the offeror makes an offer according to his own acquisition intention and buys the shares of the offeree at the acquisition price determined in the offer. Compulsory acquisition refers to the obligation to make an offer to other shareholders of the target company in accordance with the relevant provisions of the Securities Law, determine the price according to law, and acquire the transferee's shares because they hold a certain percentage of the shares of the target company or increase their holdings within a certain period of time.

4. On-site acquisition and off-site acquisition

According to whether the acquisition is carried out on the stock exchange, the acquisition of listed companies can be divided into on-site acquisition and off-site acquisition. The acquisition of the target company listed on the stock exchange is called on-site acquisition; On the contrary, it is called over-the-counter acquisition. Over-the-counter acquisition must obtain special approval from the securities regulatory agency.

In addition, according to whether the acquirer communicates with the target company before making an offer, it can be divided into friendly acquisition and hostile acquisition; According to the object to be controlled and the way to be taken, acquisition can be divided into direct acquisition and indirect acquisition, and according to the different ways to determine the purchase price, it can be divided into agreement acquisition, public acquisition and free bidding acquisition; According to the different acquisition costs, it can be divided into cash acquisition and equity exchange.

Second, the general rules of the acquisition of listed companies

(1) acquisition method

The acquisition of listed companies can take the form of tender offer or agreement acquisition.

Tender offer refers to the way in which the acquirer acquires the shares of the target company by sending a written intention to the management and shareholders of the acquired company to purchase the shares of the company, and according to the acquisition conditions, purchase price, purchase period and other specific matters stipulated in the legally announced acquirer contract. Tender offer does not require the prior consent of the management of the target company.

Acquisition by agreement refers to the acquisition method in which the acquirer reaches an agreement through repeated negotiations with the management or shareholders of the target company, and acquires the shares of the target company according to the specific matters such as the acquisition conditions, purchase price, and acquisition period agreed in the agreement. The equity transfer must reach a written agreement with the management of the target company or the shareholders of the target company in advance.

(II) Shareholding disclosure rules

China's Securities Law also draws lessons from the legislative experience of other countries, and combined with China's actual situation, stipulates the shareholding disclosure system. Specifically, there are the following two aspects:

First, through the securities trading of the stock exchange, when an investor holds 5% of the issued shares of a listed company, he shall make a written report to the the State Council Securities Regulatory Authority and the stock exchange within 3 days from the date of the fact, notify the listed company and make an announcement; During the above period, the shares of the listed company shall not be bought or sold again. The specific contents of the written report and announcement are as follows: ① Name and domicile of shareholders; (2) Name and quantity of shares held. (3) The date when the shareholding reaches the legal proportion or the shareholding change reaches the legal proportion.

Second, after investors hold 5% of the issued shares of a listed company, they should make a declaration and announcement for each increase or decrease of 5% of the issued shares of the listed company through securities trading in the stock exchange. During the reporting period and within 2 days after making the report and announcement, the shares of listed companies shall not be traded again.

(3) Mandatory offer rules

China's "Securities Law" draws lessons from foreign experience and also stipulates the rules of compulsory offer. When an investor who makes an acquisition holds 30% of the issued shares of a listed company through securities trading in a stock exchange and continues to make an acquisition, it shall make an offer to all shareholders of the listed company according to law. However, the the State Council Securities Regulatory Authority may be exempted from making an offer.

China's "Securities Law" stipulates that the compulsory offer of acquisition is limited to securities transactions conducted through the stock exchange, and transactions not conducted on the stock exchange are not within the scope of compulsory offer, which is mainly based on the current situation of China's securities market. Because the vast majority of stocks in China's securities market have non-tradable shares such as state-owned shares and legal person shares, and the proportion of these non-tradable shares is often greater than that of tradable shares. Although tradable shares and non-tradable shares have the same rights, the actual market transfer prices of state-owned shares and legal person shares are often much lower than their tradable shares. At present, the asset reorganization of listed companies in China is mostly limited to the transfer of state-owned shares and legal person shares, and the transfer methods are often mainly agreement transfer or direct transfer of state-owned shares. Without this provision, once investors hold more than 30% of the shares of listed companies (including non-tradable shares), they must make an offer to all shareholders, including tradable shareholders, which not only increases the acquisition cost, but also makes it difficult to achieve asset restructuring for the purpose of optimizing resource allocation.