What is the merger and acquisition process for unlisted companies?

In today's booming capital market,，Mergers and acquisitions are no longer just a capital operation method for listed companies.，Now many quasi-listed companies and unlisted companies have begun to plan their strategic development according to the company's，Use mergers and acquisitions to expand its own industrial chain or improve the company's progress in industrial upgrading。What is the general process for mergers and acquisitions of non-listed companies? Let's follow the Hong Kong Information Network - come and see!

The process of mergers and acquisitions of unlisted companies is generally divided into：

1. According to the company's strategic development plan，Find M&A targets and formulate M&A plans；
2. Issue a letter of intent to the M&A target；
3. After initially agreeing on the merger intention with the acquiring party,，Conduct due diligence on the acquirer；
4. M&A plan，Collect due diligence results and conditions proposed by the acquirer，Develop a negotiation plan；
5. Conduct multiple consultations and negotiations，Mergers and acquisitions parties reach a resolution，Agree to merger；
6. Sign a merger and acquisition contract；
7. M&A integration。

However, when enterprises of different nature carry out these steps,

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some differences，See details：1. When formulating a merger and acquisition plan, one or more suitable merger and acquisition targets should be searched for during the preparation stage of merger and acquisition.，Establishing M&A targets and formulating M&A strategies，Form an M&A team，Generally speaking，The M&A team includes personnel from two aspects：M&A company insiders and hired professionals，This must include at least a lawyer、Accountants and consultants from professional bodies，If the merger and acquisition involves more complex technical issues，Technical consultants from related industries should also be hired。

A professional team develops preliminary M&A plans。2. Issuing a Letter of Intent to M&A A letter of intent generally contains the following terms:：The purchase and sale object of the letter of intent；Consideration；schedule；Prerequisites；Warranty and indemnity；restricted warranty；Employee issues and pensions；exclusive dealing；Announcement and confidentiality；

cost

expenditure；legally binding etc.。

1. Due diligence and the acquired party agrees to the merger，The acquiring party needs to conduct further due diligence on the situation of the acquired party，To further determine the transaction price and other conditions。

At this time, the acquiring party mainly needs to verify the assets of the acquired party.，in particular：Legality and correct amount of land ownership, etc.、Creditor's rights and debts、Mortgage guarantee situation、Litigation situation、tax situation、Employee situation、In the articles of association contract, the price once the company is merged and acquired、Mortgage guarantee、What will happen to the conditions of securities-related rights such as warrants, etc.。When checking these circumstances，The role of accountants and lawyers is very important。

Because the acquired party agrees to the merger，When checking the above content，Generally requires careful cooperation from the acquiring party。4.Developing a negotiation plan Negotiation plan mainly involves：Form of M&A (acquisition of equity、assets、entire company)，transaction price、Payment method and term、Handover time and method、handling of personnel、Handling and cooperating with relevant procedures、Arrangement of the entire M&A activity process、Major issues such as the work and obligations that each party should do。

These questions further specify the content of the letter of intent.。Specific issues must be implemented in the contract terms，Form the contract text to be approved and signed。Transaction prices excluding state-owned enterprises，are negotiated and determined by both parties to the merger and acquisition based on market prices.，Subject to mutual agreement。The transaction price of state-owned enterprises must be based on the appraisal price，Determine on this basis，to increase or preserve value

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。

The payment method is generally cash payment，Exchange stocks (shares) for stocks (shares) or exchange stocks (shares) for assets，Or do not pay a penny in cash and fully bear the creditor's rights and debts of the acquiring party, etc.。The payment period includes a one-time payment and then taking over the acquired party.，There are also companies that take over the acquired party first and then pay the acquisition money in batches.。5.form a resolution，Agree that the merger and acquisition negotiations have concluded and the contract text has been drafted，At this time, it is necessary to convene the board of directors of both parties to the merger and acquisition according to law.，form a resolution。

The main contents of the resolution include：

1. The name of the company to be merged and acquired；
2. Terms and Conditions of Mergers and Acquisitions；
3. Statement regarding any changes to the articles of incorporation of the surviving company resulting from the merger；
4. Other terms necessary or appropriate for mergers and acquisitions。After making a decision，The board of directors should also submit the resolution to the general meeting of shareholders for discussion，Approved by the general meeting of shareholders。

In the case of a joint stock company，With the approval of more than two-thirds of the voting rights held by shareholders attending the meeting，can form a resolution。in private enterprise、In the case of foreign-invested enterprises，As long as the company's board of directors meets other requirements stipulated in the company's articles of association

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，decision-making。In the case of collective enterprises，shall be discussed and approved by the workers’ congress。

1. Enterprises that sign merger and acquisition contracts pass merger and acquisition resolutions，At the same time, a representative will be authorized to sign the merger and acquisition contract on behalf of the company.。After the merger and acquisition contract is signed，Although the transaction may not be completed until an agreed future date，However, the buyer becomes the owner of the target company after the signed contract takes effect.，Since then, preparations have been made to take over the target company。

The contract is effective

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，In addition to certain validity conditions included in the contract itself,

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must satisfy，The target company is a private enterprise、In the case of joint-stock enterprises，Just sign and seal，take legal effect。7. Merger and Acquisition Integration After the Merger and Acquisition Contract takes effect，Both parties to the merger and acquisition must conduct exchange activities。The acquiring party must pay the target company the set acquisition fee (either in one lump sum or in installments)，The target company needs to hand over all assets to the acquirer、Account sheet。

The share certificates and signed documents transferring the target company from the seller to the buyer will be approved by the target company’s board of directors at a meeting for registration，and stamped。Legal documents of the company、Company registration certificate、Certificate of Rights、All other relevant completion documents of the movable property shall be transferred to the buyer，Any other documents that may be required such as bond power of attorney、Articles of Association, etc. should be submitted and reviewed。

In addition to accepting the assets of the target company according to the order, the buyer，The target company’s board of directors and management organization must also be reorganized.，Re-process the company’s original employees。The buyer may also need to contact the target company’s existing customers、Suppliers, agents, etc. issue formal notifications，and arrange contract renewals when necessary。also，The buyer also needs to complete the corresponding change registration procedures with the industrial and commercial administration department.，If you change the legal representative registration，Change of shareholder registration, etc.。

So far，The entire merger and acquisition of an enterprise is basically completed.，Note that it is basically completed，There is still a lot of follow-up work。but，Mergers and acquisitions are milestones in corporate development，It is the future development direction of the industry，visionary，Entrepreneurs with plans have already taken action.，Entrepreneurs who don’t want to be acquired in the end，Gotta think

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