Xxx Co., Ltd. equity acquisition plan

Xxx Co., Ltd. equity acquisition plan

To: XX Corporation

I accept the commission from your company to propose an acquisition plan for the acquisition of 51% equity of xxx Co., Ltd. (referred to as xxx company). After careful reading, our lawyers studied the "Procedures of the xxx Company Limited" provided by your company (referred to as "the xx company charter"), and after carefully understanding the relevant circumstances, in accordance with the "Company Law of the People's Republic of China" (referred to as "Company Law") and related The following plans are proposed by laws and regulations.

First, the acquisition background

1. xxx company is a limited liability company with a registered capital of 20 million yuan. The shareholder list and shareholding ratio are as follows:

Shareholder name Investment amount (ten thousand yuan) Funding method Investment ratio

Xxx hospital 400 currency in kind 20%

Liu xx 600 Currency in kind 30%

Xu xx 600 Currency in kind 30%

Chen xx 60 currency physical 3%

余xx 200 Currency 10%

Luo xx 140 Currency 7%

2. Another 10.93 million yuan of assets are entrusted by the owner to operate the new company.

3. xxx company is in good operating condition. Liu xx, as one of the shareholders, also intends to acquire the equity of xxx company to achieve the purpose of holding.

Second, the legal provisions and the company's articles of association

1. Article 35 of the Company Law stipulates that shareholders may transfer all their capital contribution or partial capital contribution. When a shareholder transfers its capital contribution to a person other than the shareholder, it must be approved by more than half of all shareholders; the shareholder who does not agree with the transfer The capital contribution of the transfer shall be purchased, and if the capital contribution of the transfer is not purchased, the transfer is deemed to be agreed. With the capital contribution transferred by the shareholders, under the same conditions, other shareholders have the right of first refusal to the capital contribution."

2. The provisions of Article 12 of the xxx Company's Articles of Association regarding the transfer of capital contribution conditions are consistent with the provisions of the above-mentioned Company Law.

3. The fourth paragraph of Article 10 of the xxx Company's Articles of Association states: Shareholders shall receive dividends according to the proportion of capital contribution. When the company adds new capital, shareholders may give priority to the capital contribution.

Third, the difficulty of acquisition analysis

Liu xx is a shareholder of xxx company. According to the "Company Law" and "the xxx company's articles of association", he has the right of first refusal of equity and the right of first refusal of the company's new capital. If you compete with your company, you will participate in the equity acquisition. The acquisition behavior has caused huge obstacles, so how to cooperate with other shareholders, legally bypass the obstacles caused by Liu xx or Liu xx cooperation to achieve your company's acquisition is the key to complete this acquisition.

Fourth, the acquisition plan

(1) Asset audit of xxx company

Regardless of the following acquisition options, an audit team is required to conduct a comprehensive and objective audit of all of xxx's assets to provide a basis for the implementation of the acquisition plan, especially the determination of the purchase price.

(2) Option 1

1. There are two ways to do this:

(1) Select a partner from all shareholders (except Liu xx and xxx hospitals) and enter into a cooperation agreement with them to sign an equity transfer agreement with other shareholders other than Liu xx, which will disperse 70% of the shares. Centralized acquisition in its name. Since the share transfer within the shareholder does not need to pass the shareholders' meeting, it only needs to reach an equity transfer agreement, and then change the industrial and commercial registration with the equity transfer agreement, so there is no legal obstacle.

(2) Selecting a partner from all shareholders (except Liu xx) and entering into a cooperation agreement with them to sign a share escrow agreement with other shareholders other than Liu xx, and the partner will concentrate on exercising 70% of the shares. Shareholder rights.

2. After the partner acquires 70% of the equity or signs the equity escrow agreement, it will enter into an equity transfer agreement with your company that will be accepted by the company and will be fulfilled soon, but Liu xx cannot fulfill the equity transfer agreement, such as the purchase price. , the payment conditions, one-time all transfer and other more stringent conditions) forced Liu xx to give up the right of first refusal.

(3) Option 2

1. Your company has reached a cooperation agreement with other shareholders other than Liu xx. These shareholders propose to convene an extraordinary shareholders meeting to form a resolution to increase capital and expand shares. The determination of the amount of capital increase is based on the net assets of xxx company, the amount of capital that the company is willing to pay, and the purpose of controlling.

2. Diluting the shareholding ratio of Liu xx through the capital increase and share expansion resolution, Liu xx is the shareholding ratio, and only investing in new capital, which will cause financial pressure on it. If it wants to acquire equity, the capital pressure will be even greater.

3. As the resolution of capital increase and share expansion is only required to be approved by shareholders who have more than 2/3 of the voting rights at the shareholders' meeting. With the current shareholding ratio, your company has reached a cooperation agreement with shareholders other than Liu xx (holding 70% equity). Those shareholders other than Liu xx will be willing to form a capital increase and share expansion resolution without legal obstacles.

4. After the capital increase and share expansion, your company may directly subscribe for some new capital, and then acquire the equity of other shareholders. Due to the capital advantage of your company, Liu xx may be forced to abandon the new capital priority right due to financial pressure. , equity transfer priority subscription rights.

5. After the acquisition of the holding company xxx, the company can reduce the registered capital according to legal procedures and recover the excess funds from the previous acquisition.

This program requires the most funds, but the strongest.

(4) Option 3

Your company cooperates with Liu xx under the premise of absolute controlling acquisition, so that Liu Xx also participates in the acquisition of part of the equity, and shares the benefits that the acquisition may bring with your company.

This program also has competition, but requires the least amount of acquisition funds and the lowest purchase price.

The above program is for reference!

Sichuan Century Union Law Firm

Xxxx year x month x day