Project preliminary examination is often the first step in the investment process of equity investment project management. The preliminary examination includes two parts: written preliminary examination and on-site preliminary examination. The written preliminary examination is mainly based on the business plan of the project, while the on-site preliminary examination requires the equity investment project managers familiar with the relevant industries to visit the actual production and operation of the enterprise.
1. Written preliminary examination
The main way for equity investment to conduct a written preliminary examination of an enterprise is to review its business plan or financing plan. Equity investment project management needs to understand the basic elements of the project, including the basic situation of the project, the status of documents, capital investment, product positioning, time plan guarantee of the production process, etc.
2. Field research
After carefully reviewing the business plan of the enterprise, if it is considered that the equity investment is in line with the scope of investment projects of equity investment, it is generally required to visit the enterprise on the spot. In this process, the main purpose of equity investment project management is to verify the information obtained from the above written investigation with on-site investigation.
Second, sign a letter of intent for investment
Through the preliminary examination of the project, investors often ask for negotiations with business owners. The purpose of this round of negotiations is to sign a letter of intent for investment. Therefore, the main contents of the negotiations revolve around the core commercial terms such as investment price, number of shares, performance requirements and exit arrangements. Only after the two sides reach an agreement on the above-mentioned core terms can the next negotiation be possible and necessary. When the two parties reach an agreement on the core business terms, they can sign an investment letter of intent, which contains some established core business terms, but these terms can not be modified when signing a formal acquisition agreement.
Third, due diligence.
1. Financial due diligence
Financial due diligence mainly refers to the financial professionals' review and analysis of the investment-related financial situation of the target enterprise. Financial due diligence includes basic information such as the accounting subject, financial organization, salary system, accounting policy and tax policy of the invested enterprise.
2. Legal due diligence
Legal due diligence mainly includes:
1) Pay full attention to the articles of association of the invested enterprise, especially the stipulation that important decisions such as capital increase, merger or sale of assets can only be made with the consent of shareholders holding more than a certain proportion of shares, so as to avoid being hindered in the merger process; Attention should also be paid to whether there are provisions and restrictions on special voting rights in the articles of association; The minutes of the shareholders' meeting and the board of directors shall also be reviewed.
2) Understand the ownership of the main property of the invested enterprise, and understand its foreign investment and the insurance scope of the company's property. If the company has leased assets, it should pay attention to whether such contracts are conducive to post-acquisition operations.
3) All written contracts of the invested enterprise, including intellectual property license or transfer, lease, agency, loan, technology authorization and other important contracts.
4) Litigation cases that the invested enterprise has involved in the past and may be involved in the future, so as to know whether these litigation cases will affect the current and future interests.
3. Other surveys
In addition to the above two types of due diligence projects, the investigations that may need to be carried out in enterprise acquisition include environmental due diligence, business due diligence and human resources investigation.
The above is the detailed content of the management process of equity investment project compiled by Bian Xiao for everyone, which is mainly divided into project preliminary examination, signing investment letter of intent and due diligence. Among them, the project preliminary examination is the first and most critical step in all processes, because the preliminary examination results directly affect the relevant matters of signing the letter of intent for investment, thus affecting the final benefit of the overall equity investment.
Legal basis: People's Republic of China (PRC) Company Law.
Article 29 After a shareholder has paid the capital contribution specified in the Articles of Association in full, the representative designated by all shareholders or the agent entrusted by all shareholders shall submit the application for company registration, the Articles of Association and other documents to the company registration authority to apply for registration of establishment.
Article 30 After the establishment of a limited liability company, if it is found that the actual price of non-monetary property contributed by the company is obviously lower than the amount stipulated in the company's articles of association, the contributing shareholders shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.