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1. As a parent and become the subject of merger the surviving corporation listed companies logout
is the parent company of listed company's controlling shareholder and actual controller who, due to the company's development needs of mother and child, to facilitate centralized management of equity, asset management companies to improve efficiency through convertible merger, the parent company will be listed on the stock exchange, while the cancellation of the original listed companies. As in October 2008, Shanghai Electric Group AG merged with Shanghai Power Transmission and Distribution shares of the company to be listed. In this convertible merger, the parent company to issue A shares in Shanghai Stock Exchange and the merger Electric shares at the same time, the parent company issued A shares for all the shares on the electric convertible merger, no other issue shares to the public Fund raising. After the merger is completed, the power-stock company shares (excluding shares held by the parent company) are converted to their parent companies issued A shares, which delisted due to the merger cancellation of legal personality, incorporated into the parent company of all the assets, liabilities and equity .
2. Listed companies as the main merger and become the surviving company, the company cancellation
Corporation is the controlling shareholder of listed companies, as the business development of the group, in order to avoid potential competition in the industry, to improve the overall operational effectiveness Group, a listed company stock swap merger of its controlling shareholder, the listed company as the surviving corporation, the company cancellation of legal status. As in January 2008, Shenyang Neusoft Corporation Neusoft Group Ltd. convertible merger. Through this convertible merger, Neusoft shares as the legal existence of the company, Neusoft Group corporate write-off, shareholders of the Corporation's investment in accordance with a certain percentage of all converted into shares of Neusoft Co., Ltd., the company's assets, liabilities, equity fully incorporated Neusoft shares. This process of merger is based on the existence of a listed company, by changing the convertible shareholders of listed companies, the company may be a limited liability company may be Ltd. A merger relative to the previous, this way the program is slightly simpler, more time faster, higher success rate.
3. Merger between the non-listed companies
companies listed before the integration of internal resources in order to accelerate the development of the company, engaged in the same or similar industry enterprises merger. Absorption between the non-listed company merger is one day as the base date, the audited net assets of each company to determine, based on the proportion of equity contributed by each party's share of calculated net asset value of its own, in order to then determine the contribution of each the proportion of the equity interests in the surviving company. The absorbed company is dissolved, the surviving company for the change in the business sector. In the following cases, the absorption between Shandong Sun Paper Co., Ltd. is a subsidiary merger merger between the typical non-listed companies.
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1. Build a new capital operation platform for the company to broaden the financing channels
Before the merger, the parent company is a non-listed company, the lack of market of direct financing channels. Through convertible merger, the parent company as a whole in the A-share listing, capital operation and build a platform in the A-share market. With the completion of the split share structure reform, A-share market investment and financing activities continue to innovate, the parent company listing, can take advantage of the capital markets to carry out direct financing, improve the company's business development through mergers, acquisitions, expand financing for the company stronger and bigger channel.
2. The overall market is conducive to the integration of internal and external resources
can be solved within the enterprise competition in the industry and resource integration issues by the overall market, to reduce the level of enterprise management, give full play economies of scale and synergies. For example, Neusoft Group and Neusoft shares similar business, taking into account the independence of the troubled assets, which were established their own R & D, production management, marketing, financial management and other operational agencies. With the continuous expansion of business assets and enterprises of both sides, this independence has begun to restrict and influence the business development of enterprises, increased operating costs, reducing the efficiency of the enterprise. After the merger, to achieve the overall listed company, it is conducive to integrate their resources, reduce duplication, reduce administrative and transaction costs, take advantage of the Group's overall staff, technology, products and management and other aspects of improving operational efficiency, and achieve the interests of shareholders maximize.
3. Reduce unfair related party transactions, and promote the healthy development of the securities market
unfair trading is a chronic illness associated with too much of my country's securities market, some of the listed company's controlling shareholder through related party revenue, transfer of profits, engage in unfair unfair trading, pricing contrary to fairness, harm the interests of minority shareholders. The merger by absorption, reduce competition and related parties, improve the industry concentration and reduce related party transactions. At the same time, large cap blue chips even relatively stable operating results for the stability of the securities market will play an important role. Thus, in December 2006, the State Council forwarded the SASAC to develop a "Guiding Opinions on Promoting the state capital adjustment and restructuring of state-owned enterprises", the document clearly stated: "to actively support the good core business assets or business assets to achieve the overall market encouraged by the listed state-owned holding company through a capital increase, acquisition of assets, etc., the main business assets into the listed company. "
4. to further improve the company's industrial chain integration strategy to achieve the company < / p>
listed companies tend to focus on a single industry, the company will face a single product, single risk business. In order to extend the industrial chain, enhance the company's ability to resist risks, by merger, consolidation can solve the upstream and downstream industries. For example, Aluminum Corporation of China (601,600) convertible to absorb the merger, Shandong Aluminum and Lanzhou Aluminum, high-quality alumina and primary aluminum companies all entered the Chinese aluminum industry, both to improve the company's industrial chain, but also to achieve centralized management and integration the company's management strategy, will help enhance the core competitiveness of the company.
merger, refers to two or more of the merged company, a company in which the absorption of other companies continue to exist, while the remaining company qualification merger eliminated. The merging parties (or buyer) made through business merger the merged party (or buyers) of total net assets, write-off was legal personality merged party (or buyer) after the merger, the merged party (or buyer) the original holders of the assets, liabilities, after the merger became merged party (or buyer) assets and liabilities.
merger can be done in two ways:
1, the tendency to absorb party funds to purchase all of the assets or shares of the merged party, the party absorbed the proceeds to pay monetary funds the original shareholders of the company, shareholders of the merged party company loses its qualification as a shareholder.
2, the absorption side issue new shares in exchange for all of the assets or shares of the merged party, the shareholders receive shares of the company absorbed the surviving company (absorption side), and thus become shareholders of the surviving corporation. The surviving company remains the original name of the company, and the company absorbed all the assets and liabilities broadly accept.
merger: also known as mergers, refers to two or more companies merge into a single company, one of the enterprises to retain legal personality, legal personality with the merger of other enterprises disappear.
From a legal form of speaking, the merger can be expressed as "Company A + Company B = Company A", that is, after the merger, a company as a merger of enterprises still have legal status, but as Company B and enterprises have been the loss of legal status, become part of a company, that company merged with a company B. When you merge, if a company or other assets, cash payment to merge, Company B's original owner would jacketed company's management, have no right to enjoy the after-tax profits of a company after the merger to achieve; but if a company to issue implementation and stock merger, the former owner of company B become shareholders of a company after the merger, may continue to participate in the management of a company after the merger, and share the profit after tax realized it, but in general for the combined company no armor Control. After
merger proceedings is completed, the company also needs to integrate a wide range of work to do.
includes adjustment means disposed, in overlapping positions, staffing, business process changes, financial management system adjustment.