Enterprise merger and acquisition is a systematic project involving economic policy, financial system, relevant laws and regulations. Fully understanding the basic situation of the merged enterprise, including legal status, funds, credit standing, personnel, etc., is the prerequisite for the success of the merger. The investigation contents of the merged enterprise mainly include:
(1) the organization and property right structure of the target company 1. The organization and property right structure of the target company and its affiliated institutions or similar information (including all companies, limited liability companies, partnerships, joint ventures or other organizational forms that directly or indirectly have certain interests).
2. Organizational documents and supplementary clauses of the target company and its subsidiaries.
3. Rules and regulations and supplementary documents of the target company and its subsidiaries.
4. Minutes of all previous board meetings and shareholders' meetings of the target company and its subsidiaries.
5. the list of shareholders of the target company and its subsidiaries, the number of issued shares and the number of unsold shares.
6. Stock transfer records of the target company and its subsidiaries.
7. Agreements on election, stock disposal or acquisition signed by the target company and its subsidiaries with relevant shareholders or a third party.
8. All quarterly, annual or other regular reports communicated with shareholders.
9. Scope of business that the target company and its subsidiaries are qualified to engage in.
1. The business reputation and tax payment certificate of the target company and its subsidiaries within the corresponding business scope.
11. All documents related to anti-takeover measures including all shareholders' rights and interests.
12. (Within a certain period of time) All agreements on business combination, asset disposal or acquisition (whether completed or not) signed by the target company and its subsidiaries with other parties.
13. all documents related to the sale of the target company by the seller, including but not limited to the acquisition agreement, agreements related to the acquisition agreement and all documents related to the acquisition and securities.
(II) Subsidiary Agreement 1. List all subsidiaries of the target company (including unlisted stock holders, persons holding more than 5% of the capital stock in the target company and subsidiaries) and directors and managers of all companies, their subsidiaries and cooperative companies.
2. written agreements and memoranda signed by all companies and the units and personnel listed in the above 1 (regardless of whether these documents are effective now).
3. The documents listed in the above 2 include but are not limited to
(1) agreements on sharing tax responsibilities;
(2) safeguard agreement;
(3) lease agreement
(4) letter of guarantee;
(5) consulting, management and other service agreements;
(6) Agreement on facilities and functions;
(7) purchase and sales contracts;
(8) license agreement.
(III) Debts and obligations 1. List of debts owed by the target company and affiliated institutions.
2. Debt documents proving borrowing money and things, and supplementary documents for negotiation with creditors or documents for waiver of creditor's rights.
3. All securities transaction documents, credit vouchers, mortgage documents, trust letters, letters of guarantee, installment purchase contracts, fund lending agreements, letters of credit, conditional compensation obligation documents and other relevant documents related to the acquisition of target companies and subsidiaries, and other target companies and subsidiaries are fully or partially responsible.
4. documents concerning loans made by the target company, its subsidiaries and their managers, directors and major shareholders.
5. Corporate bonds and letter of credit documents issued by the target company or affiliated institutions.
6. Report documents communicated with or given to the borrower, including all relevant documents submitted to the borrower by the target company or its affiliated institutions or independent accountants.
(iv) government regulations 1. photocopies of various license certificates issued by relevant government departments to the target company and its subsidiaries.
2. Copies of all reports and documents submitted to government management agencies for communication.
3. Reports, notices, letters and other relevant documents received by the target company and its subsidiaries in violation of government regulations, including but not limited to: anti-unfair competition law, trade policy, environmental protection, safety and health regulations.
(V) Taxation 1. Name, address and contact information of the tax consultant (including the person in charge) of the target company.
2. All documents related to tax refund made by the target company or related to the target company and its subsidiaries, the latest audit report of the tax authorities, the review report of the tax agency and other relevant letters.
3. Final conclusion or relevant materials about the dispute between tax matters and tax authorities.
4. Evaluation and audit documents on sales tax, use tax and value-added tax.
5. documents related to the arrangement, calculation and payment of value-added tax, as well as fines or penalty interest.
6. Information about inter-enterprise transactions involving the target company and the accounts that can be cleared between enterprises after leaving the enterprise group.
7. Information about the target company involving inter-enterprise distribution and obligations.
(VI) Financial data 1. All documents submitted to the securities management authority on the stock trading of the target company.
2. All audited or unaudited financial statements of the target company, including balance sheet, income statement and reports of independent accountants on these statements.
3. All suggestions and reports from auditors on the management of the target company and correspondence between the target company and auditors.
4. Documents on internal budget and project preparation, including memos describing these budgets and projects.
5. Total assets and auditable accounts.
6. Sales, operating income and land use right.
7. Details of sales, cost of goods sales, market development and research and development of new products.
8. Balance sheet of formal items and possible liabilities.
9. Details of foreign exchange rate adjustment.
1. Details of various reserves.
11. Review of major operations and account changes in the past five years.
12. The impact of adopting new accounting standards on the original accounting standards.
13. Name, address and contact information of the auditor of the target company.
(VII) Management and employees 1. The structure of the target company and its subsidiaries and the personal experience of the main employees.
2. All employees of the target company and their employment contracts, as well as trade union or collective bargaining contracts, and each employee renegotiates the expiration date of the renewed contract.
3. All employee handbooks and documents on terms and conditions of employment provided to employees.
4. Abide by the documents of the relevant government labor management departments on employee benefits.
5. photocopies of all agreements signed between the current employer or the former employer and the employee concerning the confidentiality of the target company, the transfer of intellectual property rights and non-competition clauses.
6. copies of all agreements signed with employees of the target company and its subsidiaries in the name of the target company, including loan agreements, credit extension agreements and relevant guarantee and compensation agreements.
7. List the managers and key personnel of the target company and their annual salary and treatment.
8. List all options and the price breakdown of stock appreciation rights.
9. Employee benefit plan, including but not limited to an overview of the plan, submission of regular forms and reports to relevant tax and employee benefit management authorities, submission of application documents for employee benefit plan requiring confirmation and approval to relevant authorities, latest annual plan evaluation report and financial report, And the latest actual evaluation report on the following plans:
(1) pension
(2) stock option and appreciation right
(3) bonus
(4) benefit sharing
(5) installment subsidy
(6) right participation
(7) retirement
(8)
(VIII) Legal disputes 1. List of ongoing or threatened litigation, arbitration or government investigation (including domestic or foreign), including the parties, damages, litigation types, insurance amount, attitude of insurance companies, etc.
2. All relevant documents of litigation, arbitration and government investigation.
3. List all judgments, rulings, orders, injunctions and enforcement orders made by courts, arbitration commissions and government agencies that are binding on the target company and its subsidiaries.
4. Letters written by lawyers to auditors about lawsuits and other legal disputes.
5. List the situations in litigation and arbitration in which the parties voluntarily settle, mediate, agree to give up their claims, request or prohibit further activities.
6. all letters about patent, trademark and other intellectual property infringement.
7. All correspondence about threatened government investigations or claims that the target company is illegal.
(IX) Assets 1. List all the real estate legally owned or leased by the target company and its subsidiaries, indicate the ownership, orientation and use of each real estate, and if it is leased, list the lease term, renewal conditions and lease obligations.
2. List the mortgage of the real estate owned by the target company and its subsidiaries.
3. The insurance situation of the real estate owned by the target company and its subsidiaries, including the insurance documents of each real estate.
4. all lease and sublease agreements signed by the target company and its affiliated institutions due to lease or lease, including documents on the performance of such agreements.
5. All appraisal reports on real estate.
6. all investigation reports on the ownership or lease of the target company and its affiliated institutions.
7. Tax data on real estate owned or leased by the target company and its subsidiaries.
8. Detailed list of all inventories, including specifications, storage locations and quantities of inventories.
9. The equipment used by all the target companies and their subsidiaries in their operations, indicating the ownership of these equipment, the terms related to financial leasing or the agreement that the equipment can be owned or leased.
1. Any valid agreement on the acquisition or disposal of tangible assets.
(1) Operating conditions 1. All agreements signed by the target company and its subsidiaries, including joint venture agreements, strategic alliance agreements, partnership agreements, management agreements, consulting agreements, research and development agreements, etc.
2. List of suppliers of all purchased assets in a certain period.
3. A copy of the purchase contract and the supply contract, as well as a description of the price determination, relevant conditions and concession provisions.
4. Copies of all market development, sales, franchising, distribution, entrustment, agency and representative agreements, as well as the list of independent vendors or distributors.
5. List the consumers of the products of the target company and its affiliates.
6. Explanations on inventory management procedures.
7. List the main competitors of the target company in China or region.
8. Standard formats used in the product sales process of the target company, including but not limited to purchase orders, sales orders, distribution forms, etc.
9. All documents about the explicit or implicit quality assurance of products manufactured or distributed by the target company made in a certain period of time.
1. Copies of all written agreements on advertisements, public-private relations and advertising products.
(11) Insurance situation 1. All insurance contracts, insurance certificates and insurance policies, including but not limited to the following types of insurance:
(1) general liability insurance
(2) product liability insurance
(3) fire or other disaster insurance
(4) directors' or managers' liability insurance
(5) employees' personal status.
(12) Substantive agreement 1. Breach of contract during the performance of the substantive contract affects or is reasonably believed to affect the situation of the target company and its subsidiaries.
2. Other substantive contracts or agreements not listed in the above matters include, but are not limited to:
(1) agreements that require the consent of a third party to be performed
(2) agreements that may lead to breach of contract as a result of planned trading activities
(3) competition restriction and agreements or memorandums of understanding signed between the target company and other actual and potential competitors in any way.
(XIII) environmental problems 1. internal reports on environmental problems faced by the target company and its subsidiaries in the past or now.
2. copies of statements or reports made by the target company and its subsidiaries according to the regulations of the environmental department of the federal, state or local government or relevant federal, state and local authorized agencies.
3. Notifications, complaints, lawsuits or other similar documents on environmental issues of the target company and its subsidiaries.
(14) Market development and price issues 1. Complaint letters or legal complaint documents from consumers or competitors on price issues.
2. documents such as business plan, sales forecast, price policy and price trend prepared for developing and implementing market development plan or strategy.
3. Report on interviewing and soliciting opinions from consumers, suppliers or distributors.
4. competitive prices or competitive information from sales agents.
5. Open or closed price list.
6. Notice of transactions involving price or promotion plan.
7. documents sufficient to show the standard terms and conditions of sale and purchase.
8. Policies on price fluctuation, such as discounts and cooperative advertisements.
(15) Intellectual property rights 1. All trademarks, service marks, trade names, copyrights, patents and other intellectual property rights owned or used by the target company and its affiliates.
2. A kind of knowledge integration composed of non-legal technical evaluation and special knowledge, which has been successful in the market, such as a feasibility study report adopted for use.
3. List of authors, suppliers, independent contractors and employees involved in special technology development and relevant employment development agreement documents.
4. Make a list of proprietary products that are not protected by patents. The reason why these proprietary products are not patented is to ensure their proprietary secrets.
5. Registration documents of all the intellectual property rights of the target company, including domestic registration certificate, state or provincial registration certificate and foreign registration certificate.
6. All documents that can prove the following:
(1) documents of trademarks, service marks, copyrights and patents that are being registered with the relevant intellectual property registration authority
(2) documents that are being opposed or revoked by the intellectual property registration authority
(3) documents that need to be extended to the intellectual property registration authority
(4) applications for revocation. Patents and other intellectual property documents
(5) trademarks, service marks, copyrights, patents or other intellectual property documents that are refused to be registered at home or abroad
(6) All trademark, service marks, copyrights, patents, know-how, technologies or other intellectual property licensing agreements signed by the target company or its affiliated institutions as one party with other parties.
(7) agreements on the transfer or acceptance of trademarks, service marks, copyrights, patents, know-how, technologies or other intellectual property rights by the target company or its affiliates.