Due diligence list
(1) company basic information 1. Basic company information?
(1) Company's Chinese and English name and abbreviation, office address and postal code, telephone number, fax number, Internet address, e-mail address, etc.
(2) Business license of the company;
(3) All license documents issued by the government or industry related to the company's production and operation (including: enterprise qualification certificate, production license, import and export franchise certificate and other documents).
2. Historical evolution?
(1) Relevant approval documents or sponsors' agreement and capital contribution agreement when the company was established; ?
(2) the business license of the enterprise as a legal person and the registration materials of the company's industrial and commercial change;
(3) The company's previous equity change agreements;
(4) the company's previous registered capital adjustment, capital verification report and evaluation report;
(5) Articles of Association since its establishment. ?
3. Basic information about the controlling shareholder and other major shareholders or substantial controllers of the company?
(1) natural person shareholders, including natural person's name and brief background; ?
(2) Brief background of the controlling shareholder of the legal person and other major shareholders or shareholders with substantial control rights; ?
(3) Information on branches, subsidiaries, joint-stock enterprises and affiliated enterprises under the controlling shareholder. If yes, list its structural relationship with block diagram; ?
(4) The financial report of the controlling shareholder in the latest year and the first period.
4. Company structure?
(1) subsidiaries and joint-stock companies directly or indirectly controlled by the company, as well as other subordinate companies that have a substantial impact on the financial status and operating results of the enterprise; ?
(2) Other forms of foreign investment of the company (including any overseas investment or overseas operation): including but not limited to securities investment such as stocks and bonds. ?
5. Organizational structure of the company (1) The internal management structure of the company, including the main functional departments and subordinate relations.
6. What about employees?
(1) The company's current employment mode, number of employees, education level and age distribution;
(2) The company's current policies and plans related to labor and personnel such as employee social security and insurance payment, company retirement, and the company's employee welfare policies;
(3) Whether the company has any labor disputes in the past three years. If so, please explain. ?
(2) The financial status of the company?
1. The audited financial reports (if any) or financial statements of the company in the last two years (2006 and 2007).
2. Important assets of the company, including land, houses and equipment (including vehicles).
(1) company bank, bank account number and tax registration number; ?
(2) the ownership certificate of all houses of the company; ?
(3) Certificate of land use right owned by the company; ?
(4) Proof of ownership of other assets owned by the company.
3. Corporate loans and external mortgages and guarantees.
(1) Company's guarantee for debts of other enterprises and institutions. If yes, please provide the guarantee contract;
(2) corporate loans, sales credit arrangements with banks, etc. If yes, please provide relevant agreements.
4. Main contract?
(1) The company is performing or about to perform a major contract with a target amount of more than 5 million yuan. ?
5. Tax situation
(1) Information on taxes payable by the company, names and tax rates of taxes payable according to law, including but not limited to business tax, value-added tax and income tax; ?
(2) the company's tax registration certificate, the company's tax payment certificates over the years and the actual tax payment in the last two years; ?
(3) the tax benefits enjoyed by the company and the approval documents of the tax authorities; ?
(4) Whether the company has been punished by the tax authorities in the last three years. If yes, please explain and provide proof of punishment.
(3) The reorganization and property rights definition of the company in recent three years?
(1) reorganization process and reorganization plan; ?
(2) the corresponding audit report and evaluation report; ?
(3) Legal opinions and relevant resolutions of the board of directors and shareholders' meeting;
(four) the equity and property rights delivery certificate; ?
(5) Relevant government reply. ?
(4) Senior managers and core technicians of the company?
1. Resumes and basic information of senior managers and core technicians?
(1) Senior management personnel refer to: directors, supervisors and general manager, deputy general manager, chief financial officer, technical director and secretary of the board of directors; ?
(2) Basic information of the above-mentioned personnel: including name, gender, nationality, permanent residency abroad, age, education background, professional title, important positions and tenure, main work experience, current positions in the enterprise and positions concurrently held in other units. The main achievements and awards made by the core technicians; ?
(3) The process and reasons for the change of the chairman, chairman of the board of supervisors, general manager and technical director in the last 24 months. ?
(5) Litigation and administrative punishment?
1. Lawsuits, arbitrations or other legal procedures and administrative regulations that occurred in the company in recent three years, as well as their results and impacts on the company's operating conditions.
2. Existing litigation, arbitration, administrative punishment or other disputes that the company is involved in or may reasonably expect. ?
(6) Other information?
1, company rules and regulations and management system.
2. Since its establishment, the company has passed the resolutions of previous shareholders' meetings, the board of directors and the board of supervisors.
3. Various honors and titles won by the company over the years and their basis.
4. The company's publicity materials.