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Equity merger and acquisition strategy means that the acquirer purchases the equity of the target enterprise through agreement or subscribes for the capital increase of the target enterprise to become the shareholder of the target enterprise, thus achieving the purpose of participating in and controlling the target enterprise .Finally, the domestic company will be transformed into a foreign-invested enterprise. According to the second provision on foreign investors' merger and acquisition of domestic enterprises: As mentioned in these Provisions, the merger and acquisition of domestic enterprises by foreign investors means that foreign investors agree to purchase the equity of shareholders of domestic non-foreign investment enterprises or subscribe for capital increase of domestic companies. To transform the domestic company into a foreign-invested enterprise ( referred to as " equity merger and acquisition " ). Or, A foreign investor establishes a foreign-invested enterprise, purchases domestic enterprise assets through the enterprise agreement, and operates the asset.Or,A foreign investor agrees to purchase the assets of a domestic enterprise and invests the assets in the establishment of a foreign-funded enterprise to operate the assets (called "asset mergers and acquisitions"). From the above provisions, we can see the definition of the connotation of equity mergers and acquisitions by domestic legislation. The differences and connections between equity mergers and acquisitions and asset mergers and acquisitions are as follows: Ⅰ.Mergers and acquisitions intention.The merger and acquisition intention of the acquirer is to obtain control over the target enterprise, which is reflected in the equity level control in the equity merger and the actual operation control in the asset merger and acquisition.Although the levels are different, they are all for the purpose of gaining actual control over the target enterprise and thus expanding the actual influence of the acquirer in production services and other fields. Ⅱ.Mergers and acquisitions targets.The target of equity merger and acquisition is the equity of the target enterprise, which is a change in the level of shareholders of the target enterprise and does not affect the operation of the assets of the target enterprise.The target of asset mergers and acquisitions is the assets of the target enterprise, such as physical assets or intangible assets such as patents, trademarks, goodwill, etc. And does not affect the changes in the shareholding structure of the target company. Ⅲ.Transaction main body.The transaction subject of equity merger and acquisition is the shareholders of the acquirer and the target company, and the rights and obligations only occur between the acquirer and the shareholders of the target company.The transaction subject of asset acquisition is the acquirer and the target company, and the rights and obligations usually do not affect the shareholders of the target company. Ⅳ.Nature of the transaction.The transaction nature of equity merger and acquisition is essentially equity transfer or capital increase, and the acquirer becomes the shareholder of the target company through the merger and acquisition, and obtains the shareholder rights in the target company such as dividend right and voting right, etc. But the assets of the target enterprise have not changed.The nature of asset merger and acquisition is a general asset purchase and sale, involving only the contractual rights and obligations of both buyers and sellers. |