◆ Equity transfer and acquisition

Shareholders of a company transfer their own equity in the company to someone else, allowing the other party to gain control of the company. After the transfer, the registered capital of the company remains unchanged, but the proportion of equity among shareholders will change greatly.

It is necessary to pay attention to whether the target company of equity is a limited company or a company limited by shares, and the limited company here includes a one-person limited company and a wholly state-owned company. Because the Company Law clearly stipulates the transfer of equity in a limited company, and there are many autonomous contents in the articles of association of a limited company, these require special attention from the acquirer of the equity transfer. If it is a company limited by shares and the company has not yet been listed, it may also make some special provisions on equity transfer in the articles of association, and the acquirer of equity transfer should also pay special attention.

◆ Capital increase and mergers and acquisitions

Capital increase M&A refers to the acquirer increasing cash and assets to the target company, increasing the registered capital of the target company, and obtaining control of the target company. From the perspective of the target company, this method can also be called a private placement. Under the capital increase and M&A model, the identity of the capital increaser can be diversified, and it can be a shareholder or not a shareholder. According to the provisions of the Company Law, if there are no special provisions in the articles of association, the existing shareholders may give priority to subscribing for the new capital contribution in accordance with the proportion of the paid-in capital contribution at the time of capital increase; If the capital increase is a limited liability company, the consent of more than two-thirds of the shareholders with voting rights must be obtained; In the case of a capital increase by a company limited by shares, a general meeting of shareholders must be convened and more than two-thirds of the shareholders present at the meeting must be obtained.

◆ Mixing method

(1) Equity transfer + capital increase

Actual M&A transactions often adopt the model of "equity transfer + capital increase", which has many advantages: first, it allows the transferor to realize partial realization; Second, to reduce the cost of acquisition, compared with a simple capital increase and merger, the cost of "equity transfer + capital increase" is much lower; Third, the capital increase can increase the assets and cash flow of the target company, introduce new assets and new businesses for the target company, and lay a good foundation for the target company to expand production and operation.

(2) Divestiture + equity transfer + capital increase

If there are some non-operating assets, non-main business assets and defective assets in the assets of the target company, these assets should be divested by means of division and transfer, and then the equity merger and acquisition should be completed through equity transfer, capital increase and merger and acquisition.

◆ Other derivative methods

(1) Debt-to-equity swap

Debt-to-equity swap refers to an acquisition in which the acquirer converts the creditor's rights against the target company into the equity of the target company, and finally realizes the control of the target company. In the process of debt-to-equity swap, the creditor and the target company have to carry out two transactions, one is for the target company to pay off the debts to the creditor of the transfer, and the other is for the creditor to invest the repaid funds into the target company. In essence, this kind of investment behavior is a capital increase, and the debt-to-equity swap is that the creditor of the transfer uses the repaid funds to increase the capital of the target company.

(2) Swap of shares

The shareholders of the target company replace the equity of the acquirer or the acquirer's holding company with the equity of the target company, and the target company becomes a wholly-owned subsidiary or holding subsidiary of the acquirer or the acquirer's holding company. The exchange of shares for shares has changed the traditional cash payment method and used equity as a means of payment, which involves the pricing of two subject matter, one is the equity pricing of the target company, and the other is the equity pricing of the means of payment, which involves many legal issues.