Company Acquisition

1. Search for Target Company: Conduct market research and financial analysis to identify target companies that align with strategic goals. Consider aspects like industry, scale, business scope, financial health, and market competitiveness.
2. Conduct Due Diligence
   • Financial Due Diligence: Examine financial statements, audit reports, asset-liability situations, cash flows, and tax payments of the target company to evaluate its financial health and identify potential risks.
   • Legal Due Diligence: Review the target company’s articles of association, contracts, agreements, intellectual property rights, and litigation records to identify legal risks and compliance issues.
   • Business Due Diligence: Assess the target company’s business operations, market share, customer base, supply chain, and management team to understand its business model and development potential.
3. Negotiate and Sign Agreements
   • Negotiate Terms: Based on due diligence results, negotiate with the target company’s shareholders or management on acquisition price, payment method, transition arrangements, and other terms.
   • Sign Agreements: Once the negotiations are successful, sign a share transfer agreement or equity acquisition agreement, clearly defining rights and obligations of both parties.
4. Seek Approval from Relevant Departments
   • Submit Application: File an application with the Ministry of Commerce or relevant provincial-level commercial departments, attaching documents like the acquisition agreement, feasibility study report, and due diligence report.
   • Antitrust Review: If the acquisition meets the reporting standards of the State Council’s regulations on concentration of undertakings, it must be reported to the Ministry of Commerce for antitrust review before the transaction.
5. Complete Registration Changes
   • Industrial and Commercial Registration: Submit relevant materials to the original industrial and commercial registration authority for changes in the company’s shareholder structure, registered capital, and business scope.
   • Tax Registration: Go to the tax authority to handle tax change procedures and pay relevant taxes.
   • Foreign Exchange Administration: If cross-border capital flows are involved, apply to the State Administration of Foreign Exchange to ensure compliance with foreign debt and foreign exchange regulations.

Asset Acquisition

1. Identify Asset Targets: Determine the specific assets to be acquired, such as real estate, equipment, intellectual property rights, etc., and clarify their location, quantity, quality, and usage rights.
2. Conduct Asset Evaluation: Hire a professional asset evaluation institution to evaluate the assets to be acquired to provide a pricing basis.
3. Negotiate and Sign Contracts: Negotiate with the asset seller on price, payment method, delivery time, and other terms, and sign an asset transfer agreement.
4. Seek Approval and Registration
   • Approval: Some asset acquisitions may require approval from relevant departments, such as real estate and state-owned assets.
   • Property Right Registration: Handle the transfer of property rights for the acquired assets, such as real estate title transfer and trademark patent transfer registration.