Event Ticket Auctions

Foreign investors (including investors from Hong Kong, Macao and Taiwan) mergers and acquisitions of domestic military industrial enterprises and supportive military industrial enterprises, enterprises surrounding major and sensitive military facilities, and other entities relating to the national defense security; foreign investors mergers and acquisitions of domestic enterprises relating to important agricultural products, important energies and resources, important infrastructural facilities, important transportation services, key technologies, manufacturing of major equipment, etc., which relate to the national security, and whose actual controlling power may be obtained by foreign investors. The foreign investors shall file an application for M&A security review with the Ministry of Commerce.
The merger or acquisition of a domestic enterprise by a foreign investor shall include following circumstances: A foreign investor purchases the equity shares of a domestic non-foreign-funded enterprise or subscribes to the increased capital of a domestic non-foreign-funded enterprise, and thus changes such domestic enterprise into a
foreign-funded enterprise; A foreign investor purchases the equity shares from the Chinese shareholders of a domestic foreign-funded enterprise or subscribes to the increased capital of a domestic foreign-funded enterprise; A foreign investor establishes a foreign-funded enterprise and through which it purchases by agreement the assets of a domestic enterprise and operates such assets, or through which it purchases the equity shares of a domestic enterprise; or A foreign investor directly purchases the assets of a domestic enterprise, and then invests such assets to establish a foreign-funded enterprise to operate such assets.
The obtainment of actual controlling power by a foreign investor shall mean that a foreign investor becomes the controlling shareholder or actual controller of a domestic enterprise through merger or acquisition under any of the following circumstances: The total shares held by a foreign investor and its parent holding company and controlled subsidiary companies after merger or acquisition account for not less than 50%; The total shares held by multiple foreign investors after merger or acquisition account for not less than 50% in total; The total shares held by a foreign investor after merger or acquisition account for less than 50%, but the voting power it holds according to the stocks it holds is enough to have a material impact on the resolution of the shareholders meeting, the general assembly of shareholders, or the board of directors; or any other circumstance which leads to the transfer of the actual controlling power of a domestic enterprise on business decisions, financial affairs, personnel, technologies, etc. to a foreign investor.
An applicant shall submit the following documents when filing an official application with the Ministry of Commerce for M&A security review:
(1) Written application for M&A security review and a statement describing the concerned M&A transaction, to which the signature of the legal representative of the applicant or authorized representative shall be affixed;
(2) Identity certification, registration certification, or credit worthiness certification documents of the foreign investor which have been notarized or certified in accordance with the law; identity certification document of the legal representative, or the power of attorney issued by the foreign investor and identity certification document of the authorized representative thereof;
(3) Statement on the information pertaining to the foreign investor and its associated enterprises (including its actual controller or parties acting in concert), and a statement on its relationship with the government of relevant countries;
(4) Statement on operating status of the target domestic enterprise, its articles of association, business license (photocopy), audited financial statements for the previous year, chart of its organizational structures prior to and after the M&A, and a statement on the operating status of enterprises invested by the target enterprise, and business licenses (photocopy) of such enterprises;
(5) Contract, articles of association, and partnership agreement of the foreign-invested enterprise to be established after the M&A, and the name list of members of the board
of directors thereof appointed by the shareholders, and senior executives to be engaged such as the general manager, partners, etc.;
(6) In the case of M&A involving equity transfer, the equity transfer agreement or the agreement on subscription by the foreign investor for capital increase of the domestic enterprise, resolution of the shareholders’ meeting or general meeting of shareholders of the target domestic enterprise, and the relevant asset evaluation report shall be submitted;
(7) In the case of M&A involving transfer of assets, the resolution of the ultimate decision-making body or property right owner of the concerned domestic enterprise approving the sale of the assets, assets purchase agreement (including the checklist and status of the assets to be purchased), statement on the information of each party to the agreement, and the relevant asset evaluation report shall be submitted;
(8) Statement on the impact of the voting rights enjoyed by the foreign investor after the M&A on the resolution of the shareholders’ meeting, general meeting of shareholders, or the board of directors, or on the execution of partnership affairs, a statement on other situations that may result in the transfer of actual controlling rights related to business decision-making, financial matters, human resources, technologies, etc., to the foreign investor or its domestic or overseas associated enterprises, and the agreement or documents relevant to the aforementioned situations; and
(9) Other documents required by the Ministry of Commerce.
The Ministry of Commerce shall notify the applicant in writing of the opinions on the security review of merger or acquisition. The applicant may, during the security review of merger or acquisition, apply to the Ministry of Commerce for amending the transaction plan or canceling the merger or acquisition.

About the Author:

Thank you for visiting www.EventTicketAuctions.com. This is the place you can find event tickets online information about concert events, sporting events, movies and more. Click here when you are ready to buy event tickets online or visit www.TicketCityAuctions.com to get the best deals on cheap event tickets.

Incoming search terms for the article:

• human resources tech