如何低成本拿下控股权？15种收购策略深度拆解

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 structure, risk, taxation, and operational continuity [1]. Group 1: Comparison of Asset Acquisition vs. Equity Acquisition - Asset acquisition involves purchasing the target company's assets, while equity acquisition involves purchasing the target company's equity [1]. - The decision-making process for asset acquisition is determined by the company's articles of association, whereas equity acquisition requires notifying other shareholders [1]. - Asset acquisitions generally do not require external approval, while equity acquisitions may require approval if involving foreign or state-owned enterprises [1]. - Asset acquisitions necessitate property transfer registration, while equity acquisitions do not [1]. - In asset acquisitions, the acquirer does not assume the target company's potential risks, whereas in equity acquisitions, the acquirer does [1]. - Tax implications differ, with asset acquisitions subject to various taxes including VAT and income tax, while equity acquisitions are subject to capital gains tax [1]. - The acquirer does not enjoy the operational qualifications of the target company in asset acquisitions, but does in equity acquisitions [1]. - The operational team and performance continuity are not preserved in asset acquisitions, but are in equity acquisitions [1]. Group 2: Control Acquisition Methods - Control acquisitions in A-share listed companies can be categorized into three main types: tender offers, agreement acquisitions, and indirect acquisitions [7]. - A case example of a tender offer is Guangdong Galanz's acquisition of Whirlpool, where Galanz made a partial tender offer for 61% of Whirlpool's shares [7]. - An example of an agreement acquisition is Xinlinfei's acquisition of Huichang Communications, where it signed a share transfer agreement to acquire 27.15% of the shares [7]. - An indirect acquisition example is JD Zhaofeng's acquisition of Debon Holdings, where it gained control through share transfers and voting rights [7]. - The article also mentions various combinations of acquisition methods, such as agreement transfer plus voting rights delegation, showcasing the flexibility in control acquisition strategies [8].