M&A entities must investigate whether the procedures, qualifications, conditions and methods for the establishment of trading entities comply with the provisions of laws, regulations and normative documents at that time, including whether the necessary asset evaluation and capital verification procedures have been fulfilled when the trading entities are established, whether the procedures comply with the provisions of laws, regulations and normative documents at that time, and whether relevant approvals have been obtained when state-owned assets are involved. In addition, it is also necessary to investigate whether the trading entity exists legally at present, whether there are legal obstacles to continuous operation, whether the business scope and mode conform to the provisions of relevant laws, regulations and normative documents, and whether there are restrictive factors in the future. Organizational structure mainly includes organization chart, rules and regulations, resolutions of previous boards of directors, resolutions of shareholders' meeting and board of supervisors, etc. Documents filed with the relevant departments shall be inspected and verified by the relevant departments.
Related parties mainly investigate the parties and other stakeholders who have legal relations with the M&A subject. Including but not limited to controlling shareholders, controlling subsidiaries, actual controllers, creditors, debtors, consumers, regulatory authorities, etc. At the same time, according to the entrustment requirements of the client, the moral credit of its core members can be included in the scope of investigation, because moral hazard may lead to other risks such as management, law and finance. Of course, because China's current credit system is not perfect, there are few effective investigation methods in this area, so most of the investigations in this area are a mere formality.
The main property investigation is reflected in the following aspects: First, the ownership verification. Land use rights, real estate, equipment and other tangible property. Intangible property such as trademarks, patents, copyrights or franchise rights. , mainly to review the property and the complete ownership certificate that has been obtained. If it is not obtained, it is necessary to investigate whether there are legal obstacles to obtaining these ownership certificates; Second, rights are restricted. Investigate whether there are real rights restrictions such as mortgage and pledge, and investigate whether there are real rights disputes or potential disputes; Third, on-site verification. Investigate whether the property is leased and whether the lease is legal and effective.
The business situation mainly includes industry development, industrial policy evolution, cooperation agreements signed with foreign countries, management consulting agreements, R&D agreements, etc. Information about suppliers; Main procurement contracts and supply contracts, as well as price determination, relevant conditions and franchise terms; List of market development, sales, franchising, entrusted agents and independent vendors; List of consumers; Information about inventory management procedures; List of major competitors; Product sales model and its supporting documents, etc. ; Obtained relevant product quality assurance documents; A written agreement on advertising, public relations, etc.
Creditor's rights and debts of creditor-debtor enterprises will have a great impact on future rights and interests, but it is difficult to find them only from superficial documents, so it is often a trap. Therefore, we should focus on the legitimacy and effectiveness of enterprise accounts receivable and accounts payable; Check whether there are potential risks while investigating the legality, validity and limitation of litigation of major contracts to be performed, being performed and potentially controversial; When investigating the external contingent liabilities of enterprises, we should focus on the risks of mortgage, pledge, guarantee and other guarantees. In addition, common infringing debts arising from environmental protection, intellectual property rights, product quality, labor safety and other reasons in the course of enterprise operation should also be included in the scope of creditor's rights and debts investigation and verified one by one. Environmental protection should investigate whether the production and business activities of enterprises and the projects that have been invested and planned to be invested meet the requirements of environmental protection, and whether there are relevant environmental assessment reports and certificates.
Whether the products of the product quality enterprise meet the relevant product quality and technical supervision standards, and whether they have relevant product quality certificates.
Financial investigation financial status is one of the important signs of enterprise operation status and asset quality. However, due to tax avoidance or other reasons, the financial status and data of enterprises often have different processing methods, which sometimes do not truly reflect the real situation of enterprises. Therefore, it is necessary to investigate the financial data, which is generally entrusted to an accounting firm, mainly including the following contents: (1) sales revenue; Product sales cost; Market development; Investment and income of R&D; Original financial statements; Audited financial statements; The influence of the differences between the new accounting standards and the original accounting standards; The influence of different choices on the selection conditions of accounting policies, and so on.
The information to be investigated by human resources in this respect should include the following contents: (1) Personal files of key talents; Employment contract information; The documents of the labor administrative department on the provisions of employee welfare; Confidentiality agreement; Intellectual property agreement; Non-competition agreement; The history and present situation of the annual salary and treatment of managers and key personnel; Future arrangements for employee benefits, such as pension, stock option, bonus, benefit sharing, insurance, disability allowance, savings, resignation, vacation, vacation and resignation due to illness, etc. ; The specific situation of talent flow; Details of employee disputes, etc.
The scope of insurance investigation mainly covers insurance contracts, insurance certificates and insurance policies, and the types of insurance mainly include general liability insurance, product liability insurance, fire or other disasters insurance, directors' or managers' liability insurance, employee pension, unemployment insurance and industrial injury insurance.
Enterprise litigation or punishment, there may be unresolved or foreseeable major litigation, arbitration, administrative punishment cases, visit relevant departments for investigation and verification. In addition, we should also investigate whether there are unresolved or foreseeable core management personnel such as the chairman and general manager of the enterprise. Major litigation, arbitration and administrative punishment cases.
Preferential policies Because there are various tax incentives and financial subsidies at different administrative levels in China, if the merged entity enjoys tax incentives and financial subsidies, it should pay special attention to whether the corresponding policies are legal, compliant, true and effective. In some cases, these policies are the key to the survival and profitability of enterprises.
Local policies In view of the great differences between different regions in China, the provisions of our laws are only in principle, and there are often great differences in the understanding and implementation of administrative regulations in different regions, such as the differences in approval time and the requirements for making approval documents. These differences will directly affect the cost accounting of both parties to the transaction, and sometimes even directly affect the transaction structure. Therefore, it is necessary to add this part of the investigation to the due diligence report. It mainly includes two kinds of contents, such as the general provisions of local governments and departments on all enterprises in their respective administrative areas, such as industrial investment policies, preferential tax policies, financial subsidy policies, anti-unfair competition, environmental protection, safety and health, etc. One is the special policies of enterprises in a specific industry or scope, such as approval procedures, approval conditions, various licenses, etc.
The above due diligence contents and conclusions will have a certain impact on the future interests and risks of the parties to the merger, and these impacts are based on the facts that have happened. Investigation is to sort out the ins and outs, and then make an overall evaluation of risks and benefits from policies, industries, industries, finance, laws, personnel and many other aspects. The results of the overall assessment will form the basis for mergers and acquisitions.
2. Company due diligence report
I. Purpose and significance of practical investigation (1)
In order to use the professional knowledge learned to understand the accounting workflow and management methods, deepen the understanding of accounting work, integrate theory with practice, cultivate practical work ability and problem-solving ability, achieve the purpose of applying what you have learned and lay a solid foundation for better work in the future.
To learn accounting well, we should not only learn all kinds of accounting knowledge from books, but also actively participate in all kinds of accounting practice opportunities, so that theory and practice can be organically and pragmatically combined. Only in this way can we become high-quality accounting professionals. Therefore, I made an actual investigation in a branch of Shuozhou Road and Bridge Construction Co., Ltd. on October 0, 20** and June 65438, 20**.
(II) Company Profile
Second, the content and process of practical investigation
Mainly aimed at whether the internal financial system is sound.
According to the above arrangement, I made an actual investigation, and now I report the main situation as follows:
First of all, in the first week, I got a preliminary understanding of the company's advanced financial management concepts. As an applied discipline and an important economic management work, accounting is an important means to strengthen economic management and improve economic efficiency. Economic management is inseparable from accounting. The more the economy develops, the more important the accounting work is. Accounting plays an important role in the improvement of economy in enterprise management, and its development motivation comes from two aspects: first, the change of social and economic environment; The second is the change of information demand of accounting information users. The former is a more fundamental driving force, which determines the demand for the quantity and quality of accounting information. Secondly, in the second week, I carefully studied the whole process of daily financial operation. I learned how to write checks, wire transfers and other bills from company cashiers, how to prepare accounting vouchers based on original vouchers and use financial software, how to check bank balance accounts with financial software at the end of each month and prepare bank reconciliation statements in time, and how to prepare and analyze financial statements from accounting supervisors. Finally, in the third week, I learned about the company's relevant financial system and got a concrete understanding of the main responsibilities of financial personnel.
Previous 1 2 3 4 5 Next page