Case playback:

　　In March 30, 1997, A company and E company signed a "joint venture agreement" acquisitions, agreed to 8390000 yuan to buy the E, B, C, D shareholders 100% stake in the company. In order to continue to enjoy preferential policies, the shareholders of the Chinese joint venture in April 1, 1997, A company and E company B, C company signed the "equity transfer agreement", agreed B, C company E company 75% stake in the transfer of its own to A company. The transfer of 5816000 yuan gold B, C company received, and the resolution adopted by the board of directors, A company comprehensive received E. In 1997 June, the local government to issue a certificate of approval for E, "" the people's Republic of China foreign-invested enterprise, A company and E company of foreign shareholders of D accounted for more than 75%:25%, the State Administration for Industry and Commerce for the "business license of the people's Republic of China enterprise legal person to E.". In 2001 January, A company to E company intentionally conceals the transfer of rental housing for illegal construction, "corporate acquisition agreement" has not been submitted to the original examination and approval authority for approval on the grounds, requesting the Court confirmed "enterprises purchase agreement" null and void, and return the plaintiff paid acquisition and its interest, and compensation for economic losses. B, C, D company believes that "enterprises purchase agreement" valid, A company shall continue to pay 2574000 yuan in arrears and overdue payment of interest, 450000 yuan and the return of B, C, D in primary E account and interest.

　　Intensive analysis:

　　Signed the acquisition contract is just the first step towards a real merger and acquisition, merger and acquisition contract execution is more critical, implementation effect is directly related to the mission of the M & a contract. Because, M & a contract some of the prerequisites, conditions for the entry into force of the parties to a merger of the need to implement to achievement, assets or equity only from the transferor transfers to mergers and acquisitions just means the acquisition completed.
The merger agreement as a special type of contract, in the performance of regulated by the "contract law" in the process of. At the same time, the law of our country also to listing Corporation merger agreement to fulfill the improper behavior in the process of the special provisions:

　　1, a takeover offer expires in the tender offer period, not in accordance with the agreed to pay the acquisition price or purchase in advance by the shares of the listing Corporation, may not be purchased within 3 years of the date of the occurrence, the China Securities Regulatory Commission does not accept the acquisition of Shen Baowen one of its affiliated parties submitted; suspected of false information disclosure, the manipulation of securities market China Securities Regulatory Commission, carried out an inspection of the acquirer, it shall be investigated for legal responsibility according to law.

　　2, the listing Corporation of controlling shareholders and actual controllers in the transfer of control of the company, the company's outstanding debt, not to lift the company to provide guarantee, other circumstances or not to damage the interests of the company to make corrections, the China Securities Regulatory Commission shall be ordered to make corrections, shall be ordered to suspend or stop the acquisition activities.

　　The target board of directors of the enterprise fails to take effective measures to promote the company's controlling shareholder, actual controller to correct, or after the completion of the acquisition have failed to push the acquirer commitments, arrangement or guarantee, the China Securities Regulatory Commission related directors can be identified as improper candidates.

　　3, in state-owned shareholders to transfer the shares of listing Corporation, to be the transferee is not a major reorganization of assets of the listing Corporation in the commitment period of time, the state-owned assets supervision and administration authority shall require the transferor to terminate the listing Corporation shares transfer activity, when necessary, bring a lawsuit to the people's court. Persons in charge directly responsible for the above behavior of the transferor, the listing Corporation and other directly responsible personnel, by the state-owned assets supervision and administration institutions or enterprises shall be given disciplinary sanctions according to authority, resulting in the loss of state-owned assets, shall be liable for compensation; due to the transferee, resulting in the loss of state-owned assets, the transferee shall indemnify the transferor the economic loss according to law; suspected of a crime, shall be transferred to the judicial organ.

　　In this case, "agreement" acquisition of enterprises as well as the "equity transfer agreement" the real meaning is to transfer of the stock of E 100% to A. Approved by the 75% of the equity transfer behavior to have the relevant departments, and approved by the administrative department for Industry and Commerce for registration of change, the "enterprise purchase agreement" involves 75% equity transfer part and the "equity transfer agreement" are effective. D company and A company 25% of the equity transfer, fails to report to the original examination and approval authority for approval, not to the original registration authority for registration of change, the "corporate acquisition agreement" to D company's share transfer provisions invalid. Use the E production company is not the case the subject matter of the contract, the house is not present situation of illegal construction of the contract becomes invalid according to. A company on the basis of the above contract received E 75% stake in the company, it shall continue to pay 476500 yuan in arrears and overdue payment of interest. 450000 yuan A company holds the primary E account retained B, C, D, and its interest without legal basis, should be returned.

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