1. The boards of directors of both parties respectively passed relevant merger and acquisition agreements.

The contents of these resolutions should include:

(1) Name of the merged company;

(2) the terms and conditions of the merger;

(3) The method and basis for converting each company's shares into shares, debts or other securities of the surviving company or any other company, and converting all or part of them into cash or other assets;

(4) Any amendment and statement on the articles of association of the company that has survived due to the merger;

(5) Other clauses necessary or appropriate for the merger.

Regarding the new (merger) resolution, it must be stated:

(1) Names of companies to be united and names of companies to be jointly established, that is, names of newly established companies in the future;

(2) Joint terms and conditions;

(3) the way and basis for converting the shares of each company into shares, debts or other political power of the newly established company, and converting all or part of them into cash or other property;

(4) For newly established companies, all statements that must be stated in the articles of association of companies established in accordance with this Law;

(5) Other terms deemed necessary or appropriate for the proposed alliance.

2. The resolutions adopted by the board of directors shall be submitted to the shareholders' meeting for discussion and approved by the shareholders' meeting.

Generally speaking, the company law of the United States stipulates that the resolution should be passed after obtaining the affirmative vote of most shareholders with voting rights. German company law stipulates that the merger resolution of a joint stock limited company requires a majority of 75% of all shareholders with voting rights to be valid.

3. The parties to the merger sign a merger contract.

The merger contract must also be approved by the board of directors and the shareholders' meeting of all parties. A merger and acquisition contract shall include the following contents:

(1) The renewal company increases the number and types of shares;

(2) Renew the provisions of the company on the distribution of new shares to the shareholders of the merged company;

(3) The amount of capital that should be increased by the company and matters concerning the provident fund;

(4) The terms that the renewal company should pay cash to the shareholders of the merged company;

(5) The date when the parties to the merger convene a general meeting of shareholders to approve the contract;

In the case of a newly incorporated company, the contract shall include the following contents:

(1) Types and quantities of stocks issued by newly established companies;

(2) the headquarters of the newly established company;

(3) Provisions of the newly established company on the distribution of shares or cash to the shareholders of the merged companies;

(4) The amount of capital and provident fund of the newly established company and its provisions;

(5) The time for the merger companies to convene a general meeting of shareholders to approve the company and the specific time for the merger.

4. register with the government department within the prescribed time limit.

After the above resolution is approved, the surviving company shall be registered for change, the newly established company shall be registered, and the dissolved company shall be registered for dissolution. Only after these registrations are made by the relevant government departments will the merger be officially effective. Once the merger is registered, all assets and liabilities of the company dissolved due to the merger contract shall be borne by the surviving company or the newly established company.