Project due diligence report

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Project due diligence report template: Mr. * * *

Beijing Kant Law Firm (hereinafter referred to as? This institute? ) Entrusted by Mr. * * *, according to other relevant laws and regulations, about Beijing * * * * Real Estate Development Co., Ltd. (hereinafter referred to as? * * * * company? ) issued by the credit problem (hereinafter referred to as? This investigation report? )。

Important statement:

(1) The lawyers of this firm are based on the current effective laws, administrative regulations and the facts that have occurred or existed before the date of issuance of this investigation report. Based on the understanding of laws and related facts, the investigation report is issued in accordance with the business standards, ethics and diligence obligations recognized by the lawyer industry.

(II) According to the relevant information provided by * * * * Company, our lawyers fully verified the subject qualification of * * * * Company and carefully reviewed the documents that our lawyers considered necessary for issuing this investigation report. Including but not limited to the company's main qualification, articles of association, shareholders and capital structure, company finance and taxation, company litigation and arbitration, etc. Our lawyers guarantee that there are no false records, misleading statements and major omissions in this investigation report.

(3) * * * Company guarantees and promises to our lawyers that it has provided true and complete copies necessary for our lawyers to issue this investigation report; The signature and/or seal on the information provided by it is true and effective; The copy materials or copies provided by it are completely consistent with the original or the original; The information and documents provided by it are true, accurate and complete, and there are no false records, misleading statements and major omissions.

(4) Our lawyers only express their legal opinions on matters related to their credit status based on the relevant information provided by * * * * Company, and do not involve matters related to non-professional matters such as financial accounting, auditing and internal control of our lawyers.

(5) This investigation report is only used by Mr. * * for this purpose. Without the written consent of our firm and lawyers, Mr. * * * and any other legal person, unincorporated organization or individual shall not use this investigation report for any other purpose.

Based on the above statement, our lawyers are based on

Section 1 Interpretation and Introduction

I. Interpretation

In this investigation report, unless otherwise specified, the following words have the following specific meanings:

< Company Law refers to 1 99965438+People's Republic of China (PRC) * * and Company Law, which was adopted at the 13th meeting of the Ninth NPC Standing Committee on February 25th and came into effect on July 1994; It was revised by the 18th meeting of the Standing Committee of the 10th NPC on June 27th, 2005, and it will come into force on June 65438+ 10/day, 2006.

& lt The Articles of Association refers to; ;

This refers to Beijing Kant Law Firm;

This survey report mentioned.

Two. introduce

Entrusted by Mr. * * *, as its special legal adviser, we verified the credit standing of Beijing * * * * Real Estate Development Co., Ltd., as follows:

1. Subject qualification of Beijing * * * Real Estate Development Co., Ltd.;

2. Articles of Association of Beijing Real Estate Development Co., Ltd;

3. Shareholders of Beijing * * * Real Estate Development Co., Ltd.;

4. Capital structure of Beijing * * * Real Estate Development Co., Ltd.;

5. Finance and taxation of Beijing Real Estate Development Co., Ltd.;

6. Creditor's rights and debts, litigation and arbitration of Beijing Real Estate Development Co., Ltd. ..

Section II Text

I. Qualification of Beijing Real Estate Development Co., Ltd.

(1) Beijing * * * Real Estate Development Co., Ltd. was registered by Miyun Branch of Beijing Administration for Industry and Commerce and obtained the Business License of Enterprise as a Legal Person.

1. Business license registration number:11022800334 * * *;

2. Company domicile:No. Shuiyuan Road, Beijing Industrial Development Zone;

3. Legal Representative: * * *;

4. Registered capital: 10 million yuan;

5. Paid-in capital:100000 yuan;

6. Company type: limited liability company (natural person investment or holding);

7. Business scope: General business items: real estate development and sales; Real estate information consultation (except intermediary services); Home improvement design; Property management of self-owned houses, entrusted to engage in property management;

8. Date of establishment: 20xx65438+1October 23rd;

9. Business period: 20xx 654381October 23rd to 202110 year1October 22nd.

(II) Beijing * * * Real Estate Development Co., Ltd. passed the annual inspection of Miyun Branch of Beijing Administration for Industry and Commerce on April 7, 20xx.

(3) Beijing * * * Real Estate Development Co., Ltd. has obtained: (code: 80298503-2), the validity period is 20xx February 12 to February15, 2065438, and the registration number is group management agent15.

(4) Beijing Real Estate Development Co., Ltd. according to (20xx) Jingjingkaizi No.943 issued by Beijing Urban Construction Comprehensive Development Office on October 26th, 20xx; Content display: 1. Your company has been filed in our bureau and approved to be included in the management of Beijing real estate development industry. 2. After verification, your company's real estate development qualification is to be determined, which meets the requirements of project capital, and you can undertake residential projects below 654.38+10,000 square meters or public construction projects below 30,000 square meters, or other projects with considerable investment scale. Your company should come to our office for annual inspection according to regulations.

To sum up, our lawyers believe that according to the provisions of Articles 29, 30, 3, 4 and 5, * * * * Company is a limited liability company established in accordance with the law and has normative documents such as the Company Law.

Our lawyer reminds us that * * Company only provided us with the real estate development qualification approved in (4) above. Pending qualification? Failing to provide approval documents or other qualification certificates and other relevant documents that effectively prove its real estate development qualification.

Two. Articles of Association of Beijing Real Estate Development Co., Ltd.

The Articles of Association is a basic document that records the nature, purpose, business scope, organizational structure, rules of procedure and distribution of rights and obligations of the company. In terms of the company's organizational and operational norms. It is the basic basis of the company's existence and activities.

According to; Display: Beijing * * * Real Estate Development Co., Ltd. formulated the Articles of Association on October 5th, 20xx. 10. The Articles of Association specifies the company's name and domicile, business scope, registered capital, shareholders' names, vertical contribution, contribution amount, shareholders' rights and obligations, conditions for shareholders to transfer their contributions, institutional setup and rules of procedure, and all shareholders sign the Articles of Association.

Upon examination, our lawyers believe that, according to the relevant regulations, the registered capital, number of shareholders, mode and amount of contribution, organizational structure and formation mode, and rules of procedure of * * Company are all in compliance with relevant laws and regulations, and are also legal and effective. When all sponsors and shareholders sign it, it is formally established and legally binding on all shareholders.

Our lawyers suggest that our lawyers only provide * * * * to * * * company when the company is established to judge the legality of * * * * content and form, and do not make any evaluation or judgment on whether the content is modified or changed after the company is established.

Three. Shareholders of Beijing Real Estate Development Co., Ltd.

According to; Our lawyers found out that * * * company was established on 20xx 101October 23rd. * * * When the company was established, it was funded by Cui Xiaoling (RMB 654.38 +0.5 million, accounting for 654.38+0.5% of the company's equity), Wang Weijun (RMB 2 million, accounting for 20% of the company's equity), Xu Suiyi (RMB 2.5 million, accounting for 25% of the company's equity) and Yi Jingdong (RMB 6.5438+).

Our lawyers believe that the property rights of the assets invested by the shareholders of * * * company are clear, and there is no legal obstacle for them to invest these assets in the shareholders of * * * *. according to

Four. Capital Structure of Beijing Real Estate Development Co., Ltd.

(1)* * * Registered capital and paid-in capital when the company was established.

Basis and content: Beijing * * * Real Estate Development Co., Ltd. has a registered capital of100000 yuan and paid-in capital of100000 yuan.

(2) The equity setting and capital structure of * * * Company at the time of its establishment.

Upon verification, the equity establishment and capital structure of * * * Company at the time of its establishment are as follows:

Name of Shareholder Contribution (RMB 10,000 Yuan) Contribution Ratio (%)

Cui Xiaoling150,0015%

Wang Weijun 2000020%

Xu Suiyi 2500025%

Yi JD.COM150,0015%

Cui Baiyu 250,0025%

Our lawyer thinks:

* * * * The registered capital and paid-in capital of the company at the time of establishment meet the requirements of other relevant regulations.

The equity setting and capital structure are clearly stipulated by all shareholders in the articles of association of * * * *, and registered in the industrial and commercial registration department, which reflects the true meaning of all shareholders, and the definition of property rights is clear, legal and effective.

Our lawyers remind us that * * * Company failed to provide us with the corresponding capital contribution to shareholders and other relevant documents at the time of its establishment. Our lawyers only judge the above-mentioned related issues based on the existing relevant information provided by * * * * Company, and do not make any evaluation or judgment on whether the share capital and share capital structure have changed after the establishment of * * * * Company.

Verb (abbreviation of verb) Finance and Taxation of Beijing Real Estate Development Co., Ltd.

(1) * * * company failed to provide;

(2) * * Company fails to provide, < audit report >, etc.;

(3) * * * company failed to provide;

(4) * * * Company failed to provide tax-related invoices.

Our lawyers believe that * * * Company, as a legally established and effectively existing real estate development company, should prepare financial reports or conduct relevant tax registration according to law, and establish and improve financial and tax systems. As * * * Company has not provided the above-mentioned relevant certificates and materials to our firm, our lawyers will not make any legal evaluation or judgment on the financial and tax status of * * * Company.

The creditor's rights, debts, litigation and arbitration of Beijing Real Estate Development Co., Ltd.

Our lawyers suggest that this investigation report only makes corresponding legal evaluation or judgment after verifying the relevant information provided by * * * company to our firm, and does not make any legal evaluation or judgment on the related matters listed in this investigation report that are not supported by independent evidence.

(1)* * * Company has not provided the relevant creditor's rights and debts vouchers to our firm, and our lawyers will not make any legal evaluation or judgment on whether the creditor's rights and debts of * * * Company have occurred or whether the relevant guarantees (mortgage, pledge, guarantee, etc.) have been established. ) has been set up.

(II) * * Company fails to provide relevant documents such as litigation, arbitration and administrative punishment to our firm, and our lawyers do not make any legal evaluation or judgment on whether * * * Company has any major litigation, arbitration, administrative punishment and other matters.

Section III Conclusion

1. This investigation report is based on relevant laws and regulations and relevant certification materials provided by Beijing * * * * Real Estate Development Co., Ltd., and after verification, the above opinions are put forward for Mr. * * * *' s reference.

Two. This investigation report is mainly based on the following laws and regulations:

( 1)& lt； People's Republic of China (PRC) company law (1999) >

(2)& lt； People's Republic of China (PRC) Company Law (2005) >

(3)& lt； Measures for the administration of organization code >

(4)& lt； Regulations of the People's Republic of China on the Administration of Company Registration

(5)& lt； Regulations on Qualification Management of Real Estate Development Enterprises

(6)& lt； Law of People's Republic of China (PRC) on Tax Collection and Management;

(7)& lt； Lawyers Law of People's Republic of China (PRC);

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Project due diligence report template 2 1. Due diligence of the team

In vc investment, the team is the most important. Vc needs to know all aspects of team members, including experience, education, background and the shareholding ratio of the founder.

1, organization chart of the company;

2. Brief introduction of the board of directors, management team and technical team;

3. Management/technical personnel changes;

4, enterprise labor statistics.

Two. Due diligence on the business situation

Business due diligence is a broad topic, which mainly includes whether the business can be scaled and sustained, internal governance, management process and quantitative indicators of the business.

1, management system and internal control system;

2. Incentive mechanism for management and key personnel;

3. Whether to sign a non-competition agreement with the personnel who have mastered key technologies and other important information;

4. Whether to sign a confidentiality contract for the company's technical secrets and business secrets with relevant employees;

5. Employee compensation structure.

Three. Due diligence on market conditions

The analysis and forecast of the market in the entrepreneur's business plan are for reference only. Vc will independently conduct due diligence on the market, and vc's market analysis is done by professionals, neutral and usually conservative.

1, product life cycle (growth period, stable period or decline period) and its development trend;

2. Analysis of the market size and growth potential of the target product (natural substitution, system upgrade, expanded application, etc.). );

3. Composition of core competitiveness (technology, brand, market share, sales network, information technology platform, etc.). );

4, the enterprise's sales profit rate and industry average sales profit rate;

5. The composition of major customers and their proportion in sales.

Four. Technical conditions due diligence

1, name of core technology, owner, source method, etc.

2. Industry standards and quality inspection standards for products or technologies formulated by the company;

3, the enterprise's past research and development achievements, the evaluation of the technical status of the enterprise by the technical authority in the industry;

4. Details of the company's investment in technology development funds;

5. The amount and purpose of the development fund to be reinvested.

Verb (abbreviation for verb) due diligence on financial situation

Financial due diligence is probably the most important work in due diligence. It is divided into two parts: past financial data and future financial forecast.

1, financial statements of the enterprise (capital verification report of registered capital, audited annual report over the years, latest monthly report);

2. Sales volume, cost and profit by product/region;

3. Description and qualification of the enterprise to enjoy the tax preference;

4. An explanation of the factors leading to significant changes in the financial statements.

Due diligence on legal affairs of intransitive verbs

Provide business license, articles of association, resolutions of the board of directors, employee contracts, intellectual property protection clauses, trademark filing, litigation records, etc. The headquarters, subsidiaries, holding companies and affiliated companies of the company.

1. Political and legal environment related to this enterprise at home and abroad;

2. New laws, regulations and policies affecting enterprises;

3. Major agreements and related contracts signed by this enterprise;

4. Major legal dispute cases of this enterprise;