| Summary: | 碩士 === 國立交通大學 === 管理學院高階主管管理碩士學程 === 97 === For the purpose of encouraging foreign investment in China, rather than limiting foreign investors to setting up new operating enterprises, the China government has permitted foreign investors to engage in Merger and Acquisition (“M&A”) activities. This thesis illustrates various M&A models by introducing models commonly adopted for foreign investment in Taiwan, investigates the M&A options currently allowed under the applicable China laws and addresses the relevant rules and regulations to be particularly noted. The author then addresses her observation on the difference between the relevant rules and regulations in Taiwan and those in China, including the particular laws governing foreign investors, the particular laws governing M&A of China listed companies by foreign investors, review and approval process, inactions in the transition period, restrictions on transfer after the acquisition of shares, difference in tender offer, requirement of shareholder’s resolution, cross-border M&A issue and the roles of financial advisors. This thesis focuses on the investment in the A shares of a listed company as the China government has allowed the investment in A shares of a listed company by foreign investors. This thesis does not address the acquisition of offshore-listed Chinese companies, which is currently a hot topic in the public.。
Types of M&A discussed include acquisition of shares, share swap, merger, spin-off, and purchase of assets. While conducting acquisition of shares, whether the mandatory tender offer rules shall be applied shall be noted. In addition, current M&A law in China prohibits the directly-absorbing merger model as well as the reverse triangular merger model. Instead, the triangular merger model is one of the permitted M&A types in China. In practice, to achieve the M&A purpose, the recent trend is to combine multiple models in a single M&A transaction.
Furthermore, for M&A of China listed companies, anti-trust examination and labor issues require careful attention as the former may ultimately prohibit the closing of M&A cases while the latter may add considerable costs to the deal.
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