When a company invests in a project, in general, the functional departments of the company (such as investment department and strategic development department, etc.). ) First, we should actively collect and search relevant project information according to the approved investment strategic plan and specific work plan, and sort out, screen, verify and screen it.
Intermediaries such as law firms, accounting firms, financial consulting companies and investment consulting companies have many opportunities to access a large amount of investment project information, and these intermediaries are often important channels to obtain project investment information. Sometimes, these intermediaries and even some individuals will take the initiative to contact companies with investment intentions to promote related investment projects.
2. Project establishment
For the selected projects to be invested, the functional departments conduct preliminary research, put forward investment project proposals, and submit them to the competent department of the company (according to the size of the company, it can be the deputy general manager and general manager in charge of investment, or the general manager's office meeting, etc.). ) for the project. The competent department shall review the investment project proposal and make a decision on whether to establish the project.
3. Establish an investment project team.
After the proposed investment project is approved, an investment project team shall be established as soon as possible, responsible for organizing various due diligence investigations, preparing investment analysis reports and investment plans, organizing project negotiations, preparing relevant legal documents, and handling investment project approval matters.
Usually, the investment project team consists of personnel from investment department, finance department, legal affairs department and business departments related to investment projects.
4. Preparation of project investigation and feasibility study report
The key to project investment decision is project investigation. Different investment projects will have different research priorities. However, no matter what kind of investment projects, we must examine the following four aspects:
(1) Laws, administrative regulations and national development plans, industrial policies, total control targets, technical policies, access standards, land use policies, environmental protection policies, credit policies, etc. It is an important basis for enterprises to carry out the preliminary work of the project. Therefore, it is necessary to consider whether the investment project conforms to the national and local industrial policies and industry access standards, and whether the departments in charge of investment projects at all levels of government have corresponding development and construction plans. What are the important laws, regulations, administrative rules and corresponding investment guidance catalogues in the industry where the investment project is located, whether there are prohibitive or restrictive provisions, what legal risks exist, how to eliminate them, and so on. When choosing an investment industry, in addition to considering whether it conforms to the national industrial policy and whether there are legal risks, priority can be given to industries and projects that conform to the provisions of the enterprise income tax law and are supported and encouraged by the state, such as high and new technologies, software, integrated circuits, energy conservation and environmental protection, agriculture, forestry, animal husbandry and fishery, and public infrastructure. In addition, in order to encourage and attract investment, governments at all levels have set up various special economic zones, such as free trade zones, development zones, industrial zones, software parks and high-tech parks. The establishment of related enterprises in these special economic zones, in addition to enjoying various preferential policies including tax incentives, often adopts "one-stop" or "one-stop" services in investment services, and simplifies some investment processes. Therefore, it is very necessary to choose a suitable project site, which will simplify many procedures and save a lot of money and time. Choosing a special economic zone must first conform to the characteristics of its own enterprises. For example, it is more appropriate for software enterprises to be located in software parks. Secondly, we should carefully understand the work flow and various tax incentives (or financial subsidies) list of each park, and personally feel their attitude and efficiency.
(2) Under the background of increasingly strict environmental protection and land supply policies, whether the investment project will produce pollution, what kind of pollution will it produce, how to control pollution, whether it can pass the environmental impact assessment and whether it can pass the energy-saving assessment and review of the investment project; How much land is needed for investment projects, whether the project site selection meets the local planning requirements, and the possibility of obtaining land use rights through bidding, auction and listing.
(3) The domestic and international business environment where the investment project is located, the current situation and development trend of the industry, the main competitors in the industry and their corresponding market share, the comparative advantages of companies entering the industry, etc.
(4) Investment and cost of investment projects, capital demand, capital source, cash flow, the impact of project investment on the overall operating conditions of the company, investment income forecast, etc.
The investment project team shall prepare the project feasibility study report on the basis of project investigation, and make a comprehensive and detailed evaluation of the legal risk, economic and technical feasibility, market competition, fund raising, project progress and investment benefit of the investment project.
5. Scheme selection
After project demonstration and feasibility study, if it is considered that the proposed investment project is worth investing, the investment project team should put forward multiple schemes to make investment decisions.
The choice of scheme includes the choice of project company form, independent investment or joint investment, investment mode and financing mode. The investment project team shall formulate an operable scheme according to the specific conditions of the project to be invested, and analyze the advantages and disadvantages of different schemes in detail.
6. Investment decisions
Relevant departments of the company shall review the feasibility study report of the project, and if there is no objection, put forward opinions on investment scheme selection, and submit them to the examination and approval authority of the company for examination and approval according to the investment management regulations of the company. According to the articles of association and the scale of the project, the examination and approval authority may be the board of directors or the shareholders' meeting of the company. If an investment project needs to be considered and approved by the shareholders' meeting, it shall be submitted to the board of directors for consideration first, and then it can be submitted to the shareholders' meeting for consideration. If the project investment involves state-owned assets, it shall be reported to the competent department of state-owned assets management for approval.
With the approval of the board of directors or the shareholders' meeting, necessary authorization shall be made to authorize the chairman or general manager and other relevant personnel to negotiate and sign the project.
7. Negotiation and signing
According to the authorization, the chairman or general manager shall organize and guide the investment project team to negotiate the investment agreement (or shareholders' agreement), the articles of association of the project company and the contents related to the project investment, draft relevant legal documents and finally sign them. If mergers and acquisitions are involved, comprehensive due diligence is required.
The negotiation and drafting of the agreement and the formulation of the articles of association are the most important processes to realize the project investment decision, involving a wide range, and the relevant contents will be elaborated in detail in the relevant chapters.
Finally, investment projects should be organized and implemented as soon as possible after approval or approval or filing. Investment projects should generally set up a management team and a project company, and appoint directors, supervisors, managers, chief financial officers and other senior management personnel to the project company. Under the guidance of the investment project team, the management team is responsible for the specific implementation of the investment plan and the management of investment projects. The investment project team shall supervise the implementation of project investment in real time, find problems and solve them in time, and report the implementation of investment plan to the investment decision-making department of the company regularly.
legal ground
Government investment regulations
Eleventh investment departments or other relevant departments shall, according to the national economic and social development plan, special planning in related fields, industrial policies, etc., review the government investment projects from the following aspects and make a decision on whether to approve or not:
(a) the necessity of project construction proposed in the project proposal;
(two) the technical and economic feasibility, social benefits and the implementation of the project funds analyzed in the feasibility study report;
(three) whether the preliminary design and the proposed investment budget meet the requirements approved by the feasibility study report and the relevant national standards and norms;
(four) other matters that should be reviewed in accordance with laws, administrative regulations and relevant provisions of the state.
If the investment department or other relevant departments do not approve the government investment project, they shall notify the project unit in writing and explain the reasons.
For government investment projects that have a significant impact on economic and social development, social and public interests or have a large investment scale, the competent investment department or other relevant departments shall make a decision on whether to approve or not on the basis of intermediary service agency evaluation, public participation, expert review and risk assessment.