To make up for the negotiation process of insufficient information disadvantage, for the negotiation process of initiative and leadership, M & A based on due diligence, prior to the trading scheme, and for the mergers and acquisitions of assets, mergers and acquisitions, equity capital mergers and acquisitions and mergers and other different M & a drafting negotiation outline, as far as possible "know yourself as well as the enemy, be prepared against want".
Plan 1, trading scheme
(1) evaluation method
Generally speaking, there are mainly to the goal enterprise value appraisal method: discount method, price earnings ratio, assets value method, replacement cost method. Enterprise value assessment methods have their pros and cons and applicable conditions, in the process of mergers and acquisitions should not be confined to a single method of choice, but according to the merger and acquisition objective, macro environment, industry maturity and characteristics of the target enterprise, development stage and its prospects, the assessment staff capabilities and data availability and other specific circumstances detailed analysis. Such as, for the newly established high-tech enterprises, generally smaller, less tangible asset sales, low profits or even losses, may not have the business prospects, greater uncertainty. To assess the value of the enterprise is not suitable to use the method of assets value and price earnings ratio, and should be considered in national policy, the intellectual property rights of enterprises, technical staff, innovation, entrepreneurial advantages, cash flow, incentive measures, the discount law adjustment, the enterprise revenue changes in different development period and value.
(2) financial data adjustment
Financial data is the basic material of various methods for assessing the value of target enterprise, the quality of financial data directly affect the assessment of the target enterprise value results. But our country enterprise for tax avoidance purposes, often appear artificial adjustment of financial data phenomenon. In order to improve the quality of financial data, need to assess the value of target enterprises, adjust the target enterprise's financial statements, making it possible to restore the original appearance. Such as, the main business income, business and management personnel salary, unnecessary luxury expenditure and maintenance of accounting policy cost, increase meeting travel expenses, change.
(3) acquisition of tax planning
The merger process, reasonable tax planning can not only reduce the acquisition cost, but also directly affects the development of the enterprise after M & A. Mergers and acquisitions tax planning should not only consider the tax preferential tax, tax deferred system, but also should consider the impact of these systems may have on other related benefits. Mergers and acquisitions tax planning should not be the pursuit of the scheme of the minimum tax burden, but should focus on the enterprise overall interests. Generally speaking, can be obtained by selecting the target enterprise in the industry, the target enterprise is located, the financial situation, the target enterprise organization form of enterprise, ownership structure, method of payment, staff placement and so on several aspects of enterprise merger and acquisition, reduce the tax burden.
(4) payment design
As China's capital market is not developed, the kinds of financial tools is not complete, M & a development time is shorter, less M & a mode of payment. At present, the main cash acquisitions, stock for stock merger, acquisition, debt free government transfer payment. Comprehensive securities to buy, not buy bonds, stock exchange, leveraged buyouts, deferred payment received considerable degree of restriction.
(5) M & A financing preparation
M & A financing, refers to the implementation of M & M & a party to raise the resources needed to use what kind of financial tool. M & A financing is generally divided into internal financing and external financing two. Internal financing refers to the merging party rely on the internal accumulation of payment way. External financing refers to the merging party absorbs the acquisitions payment. Due to the amount of capital needed for M & A activity is often very large, and the enterprise internal capital is limited, so the M & A financing generally dominated by external financing, internal financing. External financing and debt financing, equity financing and mixed financing. In addition, with the development of M & A, the special financing leveraged buyouts and seller financing also appeared.
Financing is different from the general enterprise financing, will have a special effect on the financial status and equity merger and acquisition value. Therefore, for mergers and acquisitions side, in the process of making financial policy, we should choose according to enterprise and M & A financing methods specific circumstances, should also analyze the different financing ways and financing structure effects on the financial situation of the enterprise, and to select suitable for the M & A financing decision. In the choice of financing, mergers and acquisitions should as far as possible the use of internal financing and external financing, the right way. External financing preferred loans, followed by the issuance of bonds, stock again. After determining the appropriate mode of financing, but also the types, term, interest, sale price, sale and sale way, sought to minimize financing cost and risk.

2, asset merger talks
(1) the range of assets
In general, the merger will not buy Target Corp monetary assets, debt assets and long-term assets, and will buy the Target Corp on the part of the fixed assets, land use rights, intangible assets and stock assets. In most cases, M & M & A for reducing cost, scope will try to control the transfer of assets. While the target enterprises will be to improve the transfer price objective, try to expand the scope of the transfer of assets. The goal of the enterprise may transfer assets are hard to at the same time the need for M & A, therefore, both should be based on the due diligence on determining the range of transfer of assets through negotiation, and the transfer of assets as a schedule of assets transfer contract annex.
Because the land use rights, intangible assets generally does not involve the quality standards, the quality of fixed assets has been confirmed in the due diligence phase, and the inventory of assets because of large quantity, variety, and in a state of flow, the need for inspection in the inventory of the handover. In order to reduce the inventory at the turn of the contradictions and disputes, to determine the standard quality inventory assets and transfer price by negotiation, to further clarify the scope of transfer of assets and transfer of assets, as one of the terms of the contract.
(2) price and payment
In practice, the target enterprise because of fears that the final transfer price less than expected, often require the package price. But the target enterprise is not discontinued, because the inventory of assets has been changing, difficult to package pricing. M & a need to negotiate the price target enterprise pricing methods respectively, namely, fixed assets, land use rights, intangible assets and other three asset package pricing, and shall indicate on the asset transfer contract. While the inventory assets according to the quality standard of acceptance, and then calculate the transfer price according to a predetermined price. The total price of three assets and stock assets transfer price as a sum transferred assets.
The transfer of assets price generally use the phased payment. If, after the contract becomes effective assets before the transfer, mergers and acquisitions pays a few on three of the total assets of the transfer price; assets transfer and valuation is completed within a relatively short time, the vast majority of M & a party to pay all the assets of the total transfer price of the target enterprise; relevant certificates will transfer the assets of all to do to complete the remaining transfer price a reasonable period to M & a party in the name of payment.
If a part of the target enterprise M & a portion of the debt as the transfer of assets to pay the price, you need a specific case through negotiation clear debt, creditors and obtain written consent.
If M & A both sides in order to avoid trading risks, payment, amount, time conflict, can use the method issued by the bank guarantee or set up joint bank account settlement.
(3) the assets received
The acquirer and target of enterprise is not likely to be in a region, in order to transfer the assets received target enterprises, M & A on the target enterprises located in the subsidiary or branch as operating assets acquisition enterprise platform, otherwise the assets will be in idle state. If the establishment of a branch, the assets can be directly allocated to the company to use after the merger; if the establishment of subsidiaries, need to transfer assets to clear through negotiations over and done in the subsidiary company to obtain a business license tax registration within a reasonable period of time, this company has all the rights and obligations of the merger.
In order to ensure a smooth transfer of assets received, but also will receive time, receiving content, receiving procedures and staff arrangement negotiations. Such as, both for the reception staff to arrange transfer assets and its signature validity; target enterprise assets reorganization and transfer of assets measurement; schedule; period expenses; the staff left the target enterprise solutions; dispute solution.

3, the transferee equity negotiations
(1) asset stripping
In order to target enterprises through equity merger can correspond with the purchaser, the law or the target enterprise requirements, certain conditions need to target the assets of the enterprise (business) stripping. Such as, the merger would not receive, legal restrictions do not consent to the transfer target enterprise, etc.. The goal of enterprise assets (business) peeling is the target enterprise behavior, but the buyer need to be as shareholders consensus trading conditions and the sale of shares, and the arrangements for the implementation of. Therefore, the transferee equity merger negotiations, to agree on the scope, methods, peeling, settlement price, taxes, profit and loss period and cost burden and processing methods, and specify or sign special agreements in the merger agreement. Divestiture may result in reduced target of enterprise assets, merger and acquisition side in the negotiations should give full attention to the M & a price effect. Stripping can be implemented after the two sides signed the agreement, also can be transferred on the target enterprise management right, but there is a limit to the release shall be completed before the declaration merger agreement or the change of industry and Commerce on the law.
(2) the enterprise control rights
Under normal circumstances, the transfer of shares accounted for the proportion of the target enterprises related to the merger and acquisition can realize integration of target enterprises, mergers and acquisitions require equity ratio to achieve the control of target enterprise. But the merger was not familiar with the target of the enterprise and the market, can be made small stakes in the target enterprise, and fixed his way through the agreement on the target enterprises of other ownership of preemptive right, the option agreement even signed a unilateral exercise. In addition, if the merger of contingent liabilities target enterprises were claim there are concerns, may also request to transfer the ownership of the target enterprise all shareholders still holding part of the shares of the target enterprise, and to the equity liability for guaranty. Once the problem solving contingent liabilities, the merger with the agreed period and price driving right of purchase.
(3) price and payment
The transfer of equity valuation methods usually package pricing. But if the goal of the enterprise is able to learn, not package pricing, and to adopt other remedial method. Such as, audit method to develop the equity transfer benchmark prices and target of enterprise inventory of assets, debt, other assets and liabilities, and load the equity transfer agreement. The equity transfer agreement signed, and then adjust the benchmark price according to the audit results, and calculate the equity transfer price. Including the assessment methods of transfer price: income discount method, discounted cash flow method, price earnings ratio, book rate method.
(4) contingent liabilities
Contingent liabilities refers to cause before the target enterprise equity transfer benchmark, resulting in the equity transfer date shall be borne by the target of the enterprise not on the target list of corporate debt liabilities, or is listed in the target enterprise debt list, but the debt target firm is larger than the amount of columns in the table. The transferor has the liability of contingent liabilities, but both require exemption amount, period of responsibility, liability limit, the amount of compensation calculation method, no reconciliation, the obligation of notification obligation, the obligation of assistance, the transferor's right of defense, compensation period, guarantee, compensation and other aspects of negotiation and agreement.
(5) to amend the statute
The vast majority of the share right merger happens to the goal enterprise to amend the articles of association, but the law does not stipulate the provisions for the transfer of ownership needs to modify the content of the articles. Therefore, both need to name the target enterprise; business scope; the organizations of the company and its production method, authority, the rules of procedure; legal representative; brand; technology; related party transactions; M & a party based on equity property right, management right, decision right and based on equity trading rights, Xu Kequan, loan right, right, right of common cooperation and other aspects of negotiations. The merger talks with all the shareholders can be directly signed the articles of association of the company to amend the agreement, complete modification program; talks with representatives of the shareholders, modifying the articles of association must be approved by the shareholders' meeting or the general meeting of shareholders voted through, finish the revision procedure.

4, increase in merger talks
(1) the shareholding ratio
In order to realize the M & A, M & a party shall be in negotiations with the target company shareholders or shareholders will increase after the merger parties hold shares of target enterprises consensus, and loaded with the capital increase agreement. In practice, if the target enterprise shareholder shares less, more concentrated, the acquirer shall generally be absolute holding or concerted action and realize their own absolute control; if the target enterprise shareholders more possibility does not exist, other shareholders act together, M & A can be used for holding.
(2) contribution rate
Because capital can realize value accumulation, the acquirer may not funded capital equivalent equivalence and target of stockholders. The price of the acquirer and listing Corporation investment target shareholders original contribution may refer to the target enterprise stock market prices. According to the relevant provisions, the listing Corporation can not issue additional shares not profit, the stock can not discount sale; non-listed company financed mergers and acquisitions investor capital calculation rate parity can be the reference target shareholders original capital premium. The target company shareholders the original contribution of the premium rate = trading parties confirm the increase before the target enterprise's total equity, increase before the target enterprise's registered capital *100%. When the premium rate of more than 1, according to the method of capital contribution the merger will lead to greater than its proportionate share of calculation of the contribution shall be paid. According to the proportion of registered capital after the capital increase, the exceeding part included in capital surplus. But when the premium rate is less than 1, the target of the enterprise equity is less than the registered capital, the capital contribution method will lead to M & A is less than its proportionate share of calculation of the contribution shall be paid, due to not meet the capital adequacy of the principles, not through capital verification. In this case, can realize the registered capital and equity are equal by reduction, but more complicated procedures. Is now part of the target enterprise's equity at a very low price transfer to the merger, and then by the acquirer according to the proportion of registered capital to enterprises to increase capital investment to achieve the goal, after the capital of target company shares proportion and the interests of all parties to match.
(3) to amend the statute
Capital M & A case, both on the revision of the articles of association of the enterprise's goal negotiation content includes: the name of the target enterprise; business scope; the merger increased amount and proportion of investment way,; period; the organizations of the company and its producing method, authority, the rules of procedure; legal representative; brand; technology; related party transactions.
5, with the merger talks
In practice, the focus of mergers negotiations is after the merger, the company shareholders equity ratio for the combined business. While the equity ratio in a merger by the enterprise equity decision. Therefore, the merger should be based on the due diligence, and the target enterprise shareholder equity pricing problem of negotiation, then the merged enterprise shares calculated according to the amount of the target enterprise rights and interests of their own. In addition, the two sides have to mergers and acquisitions on the target enterprise charter amendments to negotiate.

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