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近年来,越来越多的外商直接投资以并购交易的形式进行。为使各种形式的并购交易在我国得以实施,商务部公布了《关于外国投资者并购境内企业的规定》。这一规定允许外国投资者通过股权交换并购境内公司,为外资并购国内企业拓宽了渠道和手段,同时第一次将换股并购这个在国外广为应用的并购方式纳入管理范围。本文针对跨境换股实践中可能遇到的一些问题,阐述了作者对该规定的分析和理解,以供即将操作跨境换股的企业参考。
In recent years, more and more foreign direct investment has taken the form of mergers and acquisitions. In order to enable various forms of mergers and acquisitions to be implemented in China, the Ministry of Commerce promulgated the “Regulations on the Merger and Acquisition of Domestic Enterprises by Foreign Investors.” This stipulation allows foreign investors to broaden their channels and means for the acquisition of domestic enterprises by foreign exchange through merger and acquisition of domestic companies. At the same time, it will for the first time include convertibility and M & A, a widely used M & A practice in foreign countries. This article aims at some problems that may be encountered in the practice of cross-border conversion, expounds the author’s analysis and understanding of the regulation for the reference of the enterprises that are going to operate cross-border conversion.