外国投资者在中国并购类型财务管理外文翻译、中英文翻译、外文翻译.doc

毕业论文附　录Types of Mergers and Acquisitions of Domestic Enterprisesby Foreign Investors in ChinaAccording to Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors,there are two types of mergers and acquisitions of domestic enterprises by foreign investors.One is Equity Merger and Acquisition;the other is Asset Merger and Acquisition.Both of them will be discussed below.The Concept of Equity Merger and AcquisitionWhat is Equity Merger and Acquisition?Mergers and acquisitions of a domestic enterprise by foreign investors shall mean that foreign investors,by agreement,purchase equity interest from shareholders of state-owned enterprises with no foreign investment or subscribe to the increase in the registered capital of the tate-owned enterprise with the result that such state-owned enterprise changes into a foreign investment enterprise,which is called Equity Merger and Acquisition.It is very simple in practice and is easy to determine the price of the equity.There are two kinds of Equity Merger and Acquisition,too.One is that the foreign investors agree to buy the equity interest of state-owned enterprises directly from the stockholders.which is the sale of the equity between the stockholders and the foreign investors:The other is that the foreign investors agree to buy the increase in the registered capital of state-owned enterprises,which is the sale of the stock between foreign investors and the target enterprises.There are some features in Equity Merger and Acquisition.Firstly,the target enterprise of Equity Merger and Acquisition is a company-system enterprise.So-called company-system enterprises are that enterprises are set up in accordance with the company law or reformed enterprises.The target enterprises of Asset Merger and Acquisition are company-system enterprises as well as non company-system enterprises,but the target enterprises of Equity Merger and Acquisition are only company-system enterprises,by the company law.State-owed enterprises,collective enterprises,contractual enterprises,ventures exclusively with one’s own investment,which have not been reformed according to the company law,are not target enterprises.But after reformed they can be the target enterprises,too.Secondly,only the enterprises with foreign investment can be the target enterprises of Equity Merger and Acquisition.According to the laws of China,the enterprises with foreign investment include Sino-foreign joint ventures,Sink-foreign cooperative joint ventures and wholly foreign owned enterprises,which are called three-capital enterprises in China.Only non three-capital enterprises can be merged or acquired by foreign investors because the Chinese government allows the foreign investors merge and acquire the state-owned enterprises in order to attract foreign investment,foreign advanced technology and experience of management.The three-capital enterprises are set up by both foreign investors and Chinese investors.It is one of the two methods to introduce foreign capita.If the Chinese government allows the foreign investors to merge and acquire the three-capital enterprises,the government cannot attain its purpose of attracting foreign capital.As the matter of fact .mergers and acquisitions of state-owned enterprises by foreign investors and three-capital enterprises by foreign investors and Chinese investors are the two methods for China to attract foreign capital.The former is called mergers and acquisitions;the later is called green investment,Both are foreign direct investment.Finally,the legal status of the target enterprise is not changed because of equity merger and acquisition.No matter how many shares of the target enterprise the foreign investors purchase,the legal status of target enterprises should not be changed.The target enterprises can be foreign investors'son—company or controlled company or the company with little foreign investors’investment.The foreign investors and the target enterprises have their own legal status separately.Essentially,it is the management model to combine the identity of management subjects with independent legal status.Under the unitary management by both the target enterprises and foreign investors,they bear their own management risks independently Interim Provisions on Mergers and Acquisitions of Domestic Enterprises by Foreign investors has not said definitely that equity merger and acquisition cannot change the legal status of the target enterprises,which have been changed into foreign investment enterprises after equity merger and acquisition.The foreign investment enterprise will carry on the liabilities and rights of the state-owned enterprises.That is to say,that newly established foreign investment enterprises inherit the liabilities and rights from the target enterprise directly,which illustrates completely that the laws and regulations of China recognize that equity merger and acquisition will not change the legal status of 。