1. Due diligence report of the company
The M&A entity must investigate whether the procedures, qualifications, conditions and methods of the establishment of the trading entity comply with the provisions of laws, regulations and normative documents at that time, including whether the necessary procedures for asset evaluation and capital verification have been fulfilled during the establishment of the trading entity, whether it complies with the provisions of laws, regulations and normative documents at that time, and whether relevant approval has 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 its business scope and mode conform to the provisions of relevant laws, regulations and normative documents, and whether there are restrictive factors in its future existence.
organizational structure mainly investigates the organization chart, rules and regulations, resolutions of previous boards of directors, shareholders' meetings and supervisors' meetings, etc. Documents filed with the relevant departments shall be checked and verified by the relevant departments.
Related parties mainly investigate parties and other stakeholders who have legal relationship 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, depending on the client's entrustment requirements, it is possible to include the moral credit of its core members in the scope of investigation, because moral hazard may lead to other risks such as management, law and finance. Of course, since the current credit system in China is not perfect, there are few effective investigation methods in this field, so most of the investigations in this field are mere formality.
the main property investigation is embodied in the following aspects: first, ownership verification. Tangible property such as land use rights, real estate, equipment, etc., intangible property such as trademarks, patents, copyrights or franchise rights, etc., mainly examine the property and the complete ownership certificates that have been obtained. If they have not been obtained, it is necessary to investigate whether there are legal obstacles to obtaining these ownership certificates; Second, the rights are restricted. Investigate whether there are restrictions on property rights, such as mortgage and pledge, and investigate whether there are property rights disputes or potential disputes; Third, on-site verification. Investigate whether the property is leased and whether the lease is legal and effective.
the operating conditions mainly include the development of the industry, the evolution of industrial policies, cooperation agreements signed with foreign countries, management consulting agreements and research and development agreements; Information about suppliers; Main purchase contracts and supply contracts, as well as price determination, relevant conditions and franchise provisions; 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.; The relevant product quality assurance documents made; A written agreement on advertising, public relations and so on.
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 legality and effectiveness of the accounts receivable and payable of enterprises; While investigating the legality, validity and limitation of action of major contracts that will be performed, are being performed and may have potential disputes, check whether there are potential risks; When investigating the external contingent liabilities of enterprises, we should focus on checking the risks of mortgage, pledge, guarantee and other guarantees. In addition, the common infringing debts arising from environmental protection, intellectual property rights, product quality, labor safety and other reasons in the business process of enterprises should also be included in the scope of investigation of creditor's rights and debts to be 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 they have relevant environmental evaluation reports and certificates.
product quality whether the products of the 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 an enterprise's operating status and asset quality. However, due to tax avoidance or other reasons, the financial status and data of enterprises often have different processing methods, and sometimes they do not truly reflect the real situation of enterprises. Therefore, it is necessary to make necessary investigations on financial data, which are generally commissioned by accounting firms and mainly include the following contents: (1) sales revenue; Product sales cost; Market development; Investment and income of R&D; Original financial statements; Audited financial statements; The impact of the differences between the new accounting standards and the original accounting standards; The influence of different choices of accounting policy optional conditions, and so on.
the information that human resources should investigate in this respect should include the following contents: the personal files of key talents; Employment contract information; Documents of the labor administrative department on employee welfare provisions; 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 employees' benefits, such as pension, stock options, bonus, benefit sharing, insurance, disability allowance, savings, resignation, holidays, vacations and resignation due to illness, etc.; The specific situation of talent flow; Details of employee disputes, and so on.
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 disaster insurance, directors' or managers' liability insurance, and employees' pension, unemployment and work injury insurance.
Litigation or Punishment: In view of the possible unresolved or foreseeable major litigation, arbitration and administrative punishment cases of the enterprise, the investigation and verification shall be conducted in the form of visiting relevant departments. In addition, it 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 with different administrative levels in China, if the merger subjects enjoy tax incentives and financial subsidies, they 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 profit of enterprises.
local policies in view of the great differences in China's regional conditions, the provisions of China's 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 the time of approval and the requirements for making approval documents, which 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 for all enterprises in their respective administrative areas, such as industry 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 and various licenses.
the contents and conclusions of the above due diligence will have certain influence on the future interests and risks of the parties to the merger, and these influences 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 evaluation will form the basis of mergers and acquisitions.
2. Due diligence report of the company
I. Purpose of practical investigation
(I) Purpose and significance
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 ability to analyze and solve problems, achieve the purpose of applying what they 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 in 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 a high-quality accounting professional. Therefore, I made a practical investigation in a branch of Shuozhou Road and Bridge Construction Co., Ltd. on October 1, 21 and November 1, 21.
(II) Company profile
II. Content and process of practical investigation
Mainly aimed at whether the internal financial system is sound.
according to the above arrangement, I conducted a practical investigation, and now the main situation is reported as follows:
first, in the first week, I got a preliminary understanding of the company's advanced financial management concept. As an applied discipline and an important economic management work, accounting is an important means to strengthen economic management and improve economic benefits. Economic management cannot be separated from accounting, and the more the economy develops, the more important accounting work becomes. Accounting plays an important role in improving the economy in the operation and management of enterprises, 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 the cashier of the company, how to prepare accounting vouchers based on original vouchers and using financial software, how to check the bank balance account with the financial software at the end of each month and prepare statement of bank reconciliation in time, and learned from the accounting supervisor about the preparation and analysis of financial statements. Finally, in the third week, I learned and understood the company's relevant financial system, and had a specific understanding of the main responsibilities of financial personnel. Previous 1 2 3 4 5 Next page