What are the due diligence contents of the company?

The due diligence report shall include financial, legal and business aspects. The purpose of due diligence is to let buyers know as much as possible about the stocks or assets they want to buy.

The due diligence outline is as follows:

(1) Company Profile: Company background and introduction; The historical evolution of the company; Changes in the ownership structure, capital increase and asset reorganization since the establishment of the company; The main development stages since the establishment of the company, and the reasons for the changes and development in each stage; Major changes in business development, production capacity, profitability, sales volume and product structure since the establishment of the company; The company's foreign investment, including investment amount, investment proportion, investment nature, investment income and other information and the introduction of the main units invested; Employee status of the company, including age structure, education structure, post distribution structure and technical title distribution structure; Resumes of directors, supervisors and senior managers; The dividend distribution of the company over the years and the current dividend distribution policy of the company; The company's shareholding plan for senior managers and employees.

(2) Organizational structure of the company: the organizational management structure established by the company now; Articles of Association The composition of the board of directors of the company. Part-time jobs of senior managers and members of the board of supervisors; Shareholder structure of the company, introduction of major shareholders, including background, shareholding ratio, main business, registered capital, assets, profitability, business scope, legal representative, etc. ; Business dealings between the company and the above major shareholders (such as raw material supply, cooperative research and development of products, patented technology and intellectual property rights, sales agents, etc.). ), capital transactions, and whether there is a related party transaction contract to regulate the above business and capital transactions and transactions; What support does the company's major shareholder have for the company's business development, including capital, market development, research and development, and technical investment. Relevant information of the company's subsidiaries (factories), including name, business, assets, financial statements, income and profitability, foreign business dealings, etc.; Relevant information of the holding subsidiary, including name, business, assets, financial status, income and profit, foreign business dealings and domestic capital valley business dealings; How to manage the administration, sales, material supply and personnel of the company and the above-mentioned wholly-owned subsidiaries (factories) and holding subsidiaries; Introduction of major shareholding companies.

(3) Supply: the types of raw materials and other auxiliary materials required by the company's operation, including the use and the proportion in the demand for raw materials; Whether the company has signed a long-term supply contract with the main suppliers of the above raw materials, if so, please explain the main terms of the contract; Please list the proportion of raw materials provided by each supplier to the total purchase amount of the company; List and basic information of the company's main outsourcing manufacturers, details of outsourcing parts, details and distribution of outsourcing molds, price and delivery cycle of outsourcing parts, and qualification certification of outsourcing parts; Whether the company imports raw materials, if so, the proportion of imported raw materials, and whether the state has any policy restrictions on imported raw materials; Whether there is a credit transaction in the settlement method of the transaction between the company and the raw material supplier; The company's main energy consumption.

(4) Business and products: the main business and business description that the company is currently engaged in, and the importance of each business in the whole business income; Background information of the industry in which the main business is located; The development prospect of this business; The growth of main business in recent years, including sales volume, income, market share, sales price trend, and the respective proportion of various products in the company's sales revenue and profit; Subdivide and refine the company's product series and product parts; The product structure of the company, introducing the main products currently produced by the company and the sales situation in recent years; Product demand status; Product quality, technical content, functions and uses, main technologies applied, technical performance indicators, product competitiveness, etc. Among the above products; Targeting specific consumer groups; Whether the company has patented products, and if so, what protective measures does the company have; What trademark is used to sell the company's products, and whether the above trademarks are registered and used exclusively by the company; Major awards and honorary titles won by the above products; What measures will the company take to improve product quality, upgrade product grade and enhance product competitiveness? Company's new product development.

(5) Sales: develop the domestic and international sales markets of the company's products and establish a sales network; Who are the main customers of the company, introduce the relevant information of the main customers, and the proportion of the main customers in the company's total sales; Geographical distribution of the company's main customers; The main domestic sales areas, sales management and sales network distribution of the company's products; The sales proportion of the company's products at home and abroad, the distribution structure and proportion of the main export countries and regions; Whether the company has a long-term fixed-price sales contract; The company's main measures and marketing means to expand sales; The structure of sales staff, including the number of people, education, work experience, division of labor, etc. ; The company's main incentives for sales staff; What is the company's advertising strategy, the main media of advertising and the proportion of advertising expenses in each media, the total amount and growth of the company's annual advertising expenses, and the proportion of the total advertising expenses to the company's total expenses; The list of the company's main competitors in domestic and foreign markets and the main information of the main competitors, and the market share of the company and its main competitors in domestic and foreign markets; What after-sales services the company provides to consumers and how to arrange them; How long is the company's credit sales period and what is the proportion of credit sales to total sales; Whether there have been bad debts in history, and what is the proportion of actual bad debts to accounts receivable every year; Information and reputation of major credit customers; Does the company have import and export rights? If not, which foreign trade company does the company mainly entrust to introduce the main information of the foreign trade company; After China's entry into WTO, what impact will it have on the company's products?

(6) R&D: The research institute of the company, including the establishment time, R&D strength, R&D achievements, main research equipment, R&D means, R&D procedures, R&D organization and management structure, etc. ; Structure of the company's technical developers, resumes of engineers and major technical developers; List of major R&D institutions cooperating with the company and the cooperative development; The main information of the cooperative unit; The main patented technologies, independent intellectual property rights and patents currently owned by the company, including their names, uses, applications and awards; The annual R&D expenditure invested by the company and its proportion to the company's operating income; What are the new technologies and products that the company is currently developing? The development cycle of the company's new products; New technologies and products to be developed in the future.

(7) The company's main fixed assets and business facilities: the composition of the company's main fixed assets, including the name, original value, net value, quantity, use and depreciation of major equipment and advanced technology; Allocate fixed assets according to production and business purposes, auxiliary production and business purposes, non-production and business purposes, office purposes, transportation purposes and other purposes; Property facilities such as houses and buildings owned by the company, including construction area, occupied area, original value, net value, depreciation and acquisition method; The main projects currently under construction, including name, investment plan, construction period, commencement date, completion date, progress and whether they have been approved by government departments; The nature, area, market price, acquisition method and purchase price (lease price) of the land currently owned by the company.

(8) corporate finance: the source and composition of the company's income and profits; The composition of the company's main business cost and the composition of the company's management expenses; The composition of the company's sales expenses; The proportion of main business income to total income; 5, the composition of the company's main expenditure; Financial indicators such as accounts receivable turnover rate, inventory turnover rate, current ratio, quick ratio, return on net assets, gross profit margin and asset-liability ratio in the first three years of the company; The balance sheet, profit and profit distribution table of the company for the first three years; What are the factors that have a significant impact on the company's future main income and expenditure? Various tax rates currently implemented by the company.

(9) Main creditor's rights and debts: What are the main creditor's rights of the company at present and the reasons for their formation; The company's current major bank loans, amount, interest rate, term, maturity date and whether there are overdue loans; Loans made by the company to related parties (shareholders, employees and holding subsidiaries); The company guarantees the loans of major shareholders and other companies and enterprises with low mortgage.

(10) Investment project: the main information of the investment project, including project feasibility, project establishment, use, total investment, planned commencement date, project background information, investment payback period, financial rate of return, annual sales revenue, profit after reaching the production level, etc. The technical content, advanced degree of technology, future market development prospect of the investment project and its influence on the development of the whole company; What are the major investment projects that the company has completed at present, and the introduction of the major investment projects that have been completed.

(1 1) Others: the advanced degree, maturity, characteristics, performance and advantages of the technologies and production processes currently adopted by the company; Compared with competitors in the same industry, the company's current main business advantages, management advantages, competitive advantages, market advantages and technological advantages; The company, its major shareholders, directors and senior managers are currently in legal proceedings. If so, what is the impact on the company?

(12) industry background information: industry development in recent years; Relevant industrial policies and management measures of the state for this industry, and possible policy changes in the future; The degree of market competition in this industry, and introduce the main competitors in the same industry, including annual production capacity, annual actual output, annual sales volume, sales revenue, market share and position in the domestic market; The development of the industry abroad; The impact of current national policies on the industry; At present, the national market situation is introduced, including annual demand, annual supply, regional demand distribution, regional supply distribution, the number of production enterprises, and whether they compete with similar imported products.