袁少颖：中国企业用境内资金发起海外上市公司TOB的合规难点

Group 1 - The core viewpoint of the article highlights the increasing trend of Chinese companies engaging in overseas mergers and acquisitions (M&A), particularly through Tender Offers (TOB), while facing significant regulatory challenges and institutional conflicts that hinder successful transactions [2][11]. Group 2 - The article compares the process and regulatory differences between TOB and general acquisitions, noting that TOB has a more rigid timeline and stricter requirements, particularly in the Japanese market [3][4]. - In Japan, TOB requires all preparatory work to be completed before the announcement, including securing funding and drafting necessary documents, which contrasts with the more flexible timeline of general acquisitions [4][5]. Group 3 - A detailed overview of the TOB process in Japan is provided, emphasizing the need for timely completion of sensitive tasks such as signing contracts with major shareholders and ensuring funding arrangements [6][7]. - The timeline for TOB includes specific milestones, such as the signing of the subscription contract and the announcement of the TOB, which must occur on the same day to prevent insider trading [8][9]. Group 4 - The article discusses the challenges faced by Chinese companies in meeting the "funding certainty" requirement for TOB, which conflicts with the lengthy foreign exchange approval and outbound investment registration processes in China [11][12]. - Recommendations for overcoming these challenges include establishing a special foreign exchange green channel for TOB and allowing preliminary agreements with major shareholders to initiate approval processes [12][13].