M & a contract only through performance can be achieved the expected effect, but the entry into force of the contract is a prerequisite for the fulfillment of the contract. After approval by the relevant agencies, both the assets, ownership and management rights transfer process exists many uncertain factors, only in a serious and professional and pragmatic attitude, in order to fully implement the merger of the original contract.
1, the entry into force of the contract
Acquisition of the two sides signed the contract, the contract does not mean immediate effect. Some of the contract in accordance with the law the need for legal procedures to take effect, but both also may be in a different purpose, the agreed conditions and duration of the entry into force of the contract. M & a contract effect only, to mergers and acquisitions legal consequences both expected.
2, assets transfer
Generally speaking, in the asset acquisition agreement signed and entered into force, the transferee will immediately in the transferring party to set up a subsidiary, the subsidiary registered and complete the tax registration, the transferee under the merger agreement transferring to pay the first asset transfer price. The transferor received, both will delegate and professionals on the transfer of assets, one by one check, count and signature confirmation, and the transfer of assets transfer list making. Rotation let the handover date, ownership, cost and risk to the full transfer the assets of the transferee. After the transfer of assets, mergers and acquisitions of assets transfer signed transfer of assets, transfer time, participants, problems and treatment outcome or unanswered questions and make records. At the same time, the transfer of assets since the handover date, the transferor shall within a reasonable period of time, the transfer of assets should have the certificate, certificate of right to do to the transferee name and delivered to the transferee. And asset technical information, related market data to be transferred to the transferee at the same time the transfer of assets.
3, the peaceful transfer of power
(1) General Acquisition
Signed the merger agreement, both to achieve the common goal of enterprise's procedure for modifying the articles of incorporation, and the direction of industrial and commercial registration authority to apply for change of registration, the assignee assignor to pay the price. Industrial and commercial registration is completed, the two parties to the acquisition date for the target enterprise management right transfer. To control the target enterprise delivery date, the target enterprise original shareholders, board of directors, decision-making, management right, right personnel supervisor will enjoy and general manager and all other rights to stop, had made but not executed or not executed resolutions, decisions, instructions, arrangement, via the transferee after accession re established the election, appointment or meeting of the shareholders, the board of directors, board of supervisors and general manager and managers confirmed to perform or continue to perform. At the same time, the target company directors, supervisors and senior executives resigned as enterprises in the target position, and hand over the goal of enterprise assets, certificates, books, documents, files, replace the seal of the enterprise and bank, tax dedicated seal, and as the need for property transfer procedures.

(2) offer
The purchaser can use cash, securities, combination of cash and securities and other legal ways to pay the price of the acquisition of the listing Corporation. The acquirer shall explain the ability of the financial consultant hired acquirers have tender offer. Acquisition of artificial termination of listing Corporation listed status and make a general offer, or to the China Securities Regulatory Commission to apply but has not obtained the exemption from a comprehensive offer, shall be paid in cash purchase price; in transferable securities pay the purchase price, should also provide the means of cash for the target company shareholders.
Cash purchase price shall be made, in the tender notice at the same time, will be not less than 20% of the total purchase price as the performance bond deposited in the designated securities registration and clearing institutions banks; acquisition pays the takeover price by securities, shall provide in recent 3 years, the financial and accounting reports, audit securities valuation report the card certificate issuers, and cooperate with the independent financial consultants to target enterprises to employ due diligence work.
The acquirer to are listed and traded in a stock exchange securities pay the purchase price, should be made in the tender offer notice at the same time, will pay for all the securities at a securities registration and clearing institutions for safekeeping, but the listing Corporation to issue new shares except; acquisition to listed on the stock exchange of bonds to pay for the takeover price, the bond market transaction time shall be not less than one month; the acquirer to not listed in a stock exchange traded securities pay the purchase price, must also provide the means of cash for the target enterprise shareholders, and disclose the relevant securities custody, delivery arrangement way and procedure of the target enterprise shareholders.
At the expiration of the term of a takeover offer, the purchaser shall purchase of shares by the pre target enterprises in accordance with the conditions as stipulated in the tender offer, the shares of pre accepted offers more than a predetermined number of purchase, the purchaser shall according to the same proportion of acquisition of the shares preliminarily accepted; to terminate the target enterprise listing status for the purpose of, the purchaser shall buy the target enterprises of all shareholders by the pre according to the conditions as stipulated in the tender offer; without obtaining the exemption from the China Securities Regulatory Commission issued a comprehensive offer of the purchaser shall purchase enterprise shareholders by the pre all shares.
3 trading days after the expiration of the time limit within the acquisition, the entrusted securities company shall apply for settlement, the transfer of shares transfer registration to the securities registration and clearing institution, remove the temporary custody exceeds a predetermined acquisition of shares; the purchaser shall announce the tender results.
Purchase expires, the target enterprise equity distribution does not meet the conditions for listing, the listing Corporation's stock by stock exchanges shall terminate the listing. The acquisition is completed, the remaining holders of target enterprise stock shareholders, have the right to sell their shares in the same conditions within a reasonable time limit provisions of the report for acquisition by offer purchaser, the purchaser shall purchase.
After the expiration of the time limit within 15 days of purchase, the purchaser shall report in writing to the China Securities Regulatory Commission on the purchase situation report, and report to the stock exchange, agency, notify the target enterprise.
(3) the acquisition agreement
By agreement of the acquisition of listing Corporation, during the self signed a purchase agreement to complete the transfer of shares for the acquisition of the listing Corporation in transition period. During the transition period, the purchaser shall not through the holding shareholder proposal reelecting board of directors of the listing Corporation, in case there are sufficient reasons to change the board of directors, from the purchasers shall not be more than the members of the board of directors of 1/3; the target enterprise shall not provide guaranty for acquirers and its related parties; the goal of enterprise no public issuance of shares to raise funds, may not be a major purchase the sale of assets, and the investment or the acquirer and its related parties other related transactions, but the acquisition in order to save the crisis or except facing serious financial difficulties of the listing Corporation.
The relevant parties to the acquisition agreement shall apply for temporary custody procedures to transfer shares to the securities registration and clearing institution, and can be used for payment of cash in the bank designated by the securities.
Acquisition report after the announcement, the relevant parties should be in accordance with the stock exchange and the securities registration and clearing institution of business rules, the transfer of shares shall be confirmed in the stock exchange, with proof of all transfers money deposited in the bank account by both parties, to the securities registration and clearing institution to apply for the lifting of temporary storage of quasi agreement transfer stock, and for transfer registration. The acquirer in the takeover report after the announcement has not yet 30 days to complete relevant formalities for transfer of ownership of shares, shall immediately make an announcement, explain the reason; when not completed transfer related shares, shall at intervals of 30 days notice related shares transfer for progress. The target enterprise takeover held shares, shall not be transferred within 12 months after the completion of the acquisition.

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