According to the provisions of my country's Company Law, a company can establish branches and subsidiaries. The establishment of subsidiaries is different from a holding subsidiary and a wholly-owned subsidiary. Subsidiaries have independent legal personality and must operate independently from the parent company.
Can the controlling subsidiary acquire the parent company?
A controlling subsidiary can acquire the parent company. If a subsidiary acquires the parent company, it needs to meet certain conditions and must not infringe on the interests of the company and shareholders.
Measures for the Administration of Acquisitions of Listed Companies
Article 6 No one may use the acquisition of a listed company to harm the legitimate rights and interests of the acquired company and its shareholders.
Under any of the following circumstances, a listed company may not be acquired:
(1) The purchaser has a large amount of debt that is outstanding when due and is in a continuing state;
(2) The purchaser has committed major illegal activities or is suspected of committing major illegal activities in the past three years;
(3) The purchaser has committed serious dishonesty in the securities market in the past three years;
(4) If the purchaser is a natural person, the circumstances specified in Article 146 of the Company Law exist;
(5) Other circumstances as stipulated by laws and administrative regulations and determined by the China Securities Regulatory Commission that it is not allowed to acquire a listed company.
Article 7 The controlling shareholder or actual controller of the acquired company shall not abuse the shareholder rights to damage the legitimate rights and interests of the acquired company or other shareholders.
If the controlling shareholder, actual controller and its related parties of the acquired company damage the legitimate rights and interests of the acquired company and other shareholders, the above-mentioned controlling shareholder and actual controller shall actively eliminate the damage before transferring the control of the acquired company; If the damage fails to be eliminated, arrangements shall be made for the income from the transfer of relevant shares to be used to eliminate all the damage, sufficient and effective performance guarantees or arrangements shall be provided for the part that is insufficient to eliminate the damage, and the acquired company's shareholders 'meeting shall be obtained in accordance with the company's articles of association. Approval.
