Companies set up by foreign investors in M&A

Updated: 2013-07-05
( chinadaily.com.cn )

Companies set up by foreign investors in M&A

Materials needed

Equity M&A

1. Application report

2. Authorization of legal document.

3.Contract and constitution signed by authorized representative of investors (sole proprietor company can submit a constitution).

4. Qualification or identification along with Chinese version of foreign investors who are notarized and certified.

5．Bank letter and Chinese version, of foreign investors.

6．Business license (with copies) and bank letter, of foreign investors.

7．Identity of authorized representative (with copies) from each investor.

8．Letter of delegation and identification (with copies) of board of directors (or executive directors) and members of board of supervisors (or supervisors) from each investor.

9．Relevant documents of approval or documents for reference issued by State-owned assets departments (projects related to State-owned assets refer to relevant regulations on State-owned assets management)

10．Agreement of foreign investors purchasing domestic company stock or subscribing to domestic company shares.

12．Asset appraisal and nearest annual financial audit of acquired domestic company.

13．Information on any company backed by the acquired domestic company.

14．License and copy of acquired domestic company and any company backed by it.

15．Staff resettlement plan for acquired domestic company.

16．Agreement of foreign investors, acquired domestic company, creditors, and any other parties with credit or debts of acquired domestic company.

17．Explanation of whether M&A interested party is associated with other M&A party.

18．Agency agreement and agency license (with copies) if intermediary has been delegated to act on the application.

19．Other documents required by the approval authority.

Assets M&A

1. Application report

2. Authorization letter on legal document service.

3. Foreign-backed company contract and constitution signed by authorized representative of investors (sole proprietor company can submit a constitution).

4. Qualification or identification with Chinese version, of notarized and certified foreign investors.

5. Bank letter with Chinese version, of foreign investors.

6. Business license (with copies) and bank letter of foreign investors.

7. Identification of authorized representative (with copies) from each investor.

8．Letter of delegation and identification (with copies) of board of directors (executive directors) and members of board of supervisors ( supervisors) from each investor.

9．Relevant documents of approval or documents for reference from State-owned assets departments (projects related to State-owned assets refer to State-owned assets management regulations).

10．Asset purchase agreement signed by proposed foreign-backed company and domestic company.

11．Asset purchase agreement signed by proposed foreign-backed company and domestic company, or, asset purchase agreement signed by foreign investors and domestic company.

12．Asset appraisal and the closest annual audit of acquired domestic company.

13．Information on any company backed by acquired domestic company.

14．Business license and a copy of the acquired domestic company and any company backed by it.

15．Staff resettlement plan for the acquired domestic company.

16．Agreement of foreign investors, acquired domestic company, creditors, and any other party purchasing credit or debt of acquired domestic company.

17．Explanation of whether M&A party is associated with other M&A party.

18．Notice from the domestic company that is selling assets, to the creditors, and similar announcement in a newspaper above the provincial level sold nationally.

19．Certificate of acquired domestic company for public notice to creditors and explanation of any creditor disagreement.

20．Agency agreement and license (with copies) must be provided if an intermediary is delegated to act on the application.

21．Other documents required by the approval authority.

Remarks

1. The above documents are formal except for those that use copies. Those without member signaturemust be accompanied by power of attorney letter from the members.

2. Applications where the signature page is separate, (including, but not limited to, shareholder or board of directors resolutions, contracts, or constitution), must have a company seal or investor signature in the corner of the document.