Core Viewpoint - The article discusses the increasing complexity and professional requirements of control acquisitions in the capital market, contrasting asset acquisitions and equity acquisitions, highlighting their differences in transaction structure, risk, tax treatment, and operational continuity [1]. Comparison of Asset Acquisition vs. Equity Acquisition - Transaction Object: Asset acquisition involves the assets of the target company, while equity acquisition involves the equity of the target company [1]. - Transaction Subject: In asset acquisition, the parties are the acquirer and the target company; in equity acquisition, they are the acquirer and the shareholders of the target company [1]. - Internal Decision-Making: Asset acquisition decisions depend on the company's articles of association, while equity acquisition requires notifying other shareholders [1]. - External Approval: Asset acquisitions generally do not require approval, whereas equity acquisitions involving foreign or state-owned enterprises do [1]. - Business Registration Changes: Asset acquisitions do not involve changes, while equity acquisitions do [1]. - Property Transfer Registration: Required for asset acquisitions but not for equity acquisitions [1]. - Debt Changes: Asset acquisitions involve changes in debt, while equity acquisitions do not [1]. - Potential Risks: Asset acquisitions do not bear the potential risks of the target company, while equity acquisitions do [1]. - Tax Differences: Asset acquisitions may incur various taxes, including VAT and income tax, while equity acquisitions are subject to capital gains tax [1]. - Operational Qualifications: Asset acquisitions do not enjoy the operational qualifications of the target company, while equity acquisitions do [1]. - Continuity of Management and Performance: Asset acquisitions do not ensure continuity, while equity acquisitions do [1]. Control Acquisition Methods - Control acquisitions in A-share listed companies can be categorized into three main types: tender offers, agreement acquisitions, and indirect acquisitions [1]. - Tender Offer Example: Guangdong Galanz Home Appliance Manufacturing Co., Ltd. acquired control of Whirlpool, with a tender offer for 46.75 million shares, representing 61% of the total share capital [1]. - Agreement Acquisition Example: Xinlinfei Investment Co., Ltd. acquired control of Huichang Communications by signing a share transfer agreement [1]. - Indirect Acquisition Example: JD Zhaofeng acquired control of Debon Holdings through a series of share transfers and voting rights arrangements [1]. Course Overview - The article also introduces a course on control acquisitions, covering legal definitions, risk assessments, and various acquisition methods, including real case analyses [12][14].
如何低成本拿下控股权?15种收购策略深度拆解
梧桐树下V·2025-05-22 07:33