The New Third Board survey involves a lot of details, including the company's basic situation, management survey, business and technology, peer competition and related party transactions, financial status, business development target survey.
1. Basic information of the company
1. Establishment of the company
Understand the company registration time, registered capital, business scope, shareholding structure and capital contribution, and obtain business license, company charter, evaluation report, audit report, capital verification report, business registration documents and other information, verify the legality and truth of the company's industrial and commercial registration Sex; visit relevant government departments and intermediaries if necessary.
2. Historical evolution
Check the company's business license, company charter, business registration and other documents, as well as historical business records, annual inspections, annual financial reports and other information, investigate the company's historical evolution, check whether there are any remaining problems; if necessary, visit relevant government departments and Agency.
3. The majority of the company's shareholders
Investigate the background of major shareholders, their relationship or concerted actions and related agreements; changes in potential shareholders or actual controllers in the last three years or potential future changes.
2. Management survey
1. Qualifications and appointments of management personnel
Investigate the management's educational experience, professional qualifications, career experience and key performance, as well as the duties and responsibilities of the company.
2. Managers' competence and diligence
Investigate the standard operation of other companies that senior executives have served as senior executives, as well as the company's operations, and analyze the ability of executives to manage the company.
Discuss with the chairman, general manager, financial controller, technical person in charge, sales person in charge (including but not limited to the above-mentioned personnel) on the company's current situation, development prospects, etc., to understand the competency and diligence of senior executives. .
3. Senior executive compensation and part-time status
Investigate the company's new compensation plan and equity incentive plan for senior executives by consulting the documents of the three sessions, communicating with senior executives, and talking with the issuer's employees.
Through interviews with senior executives, access to relevant information, etc., investigate the part-time situation of senior executives inside or outside the company, and analyze whether the senior staff part-time situation will have an impact on their work efficiency and quality.
3. Business and technical situation
1. Industry situation and competition
According to the company's main business and its industry, understand the industry's regulatory system and policy trends, understand the industry's market environment, market capacity, barriers to entry, supply and demand, competition, industry profit levels and future changes, to determine the industry's development prospects and industry The favorable and unfavorable factors of development, understanding the major enterprises in the industry and their market share, investigating the situation of competitors, and analyzing the competitive position and changes of the company in the industry.
2. Purchase situation
Investigate the supply and demand situation of the company's main raw materials market by communicating with the procurement department, major suppliers, and consulting relevant materials. Obtain relevant information from the company's major suppliers (at least the top 10), calculate the purchase amount and proportion of the major suppliers in the last three years, and determine whether there are serious reliance on individual suppliers. If so, whether it is important for important raw materials. The supply makes alternative arrangements; obtains long-term supply contracts with the aforementioned suppliers, analyzes the terms of the transactions, and determines the stability of the company's raw material supply and prices.
3. Production situation
Obtain the company's production process data, combined with the production of core technology or key production links, analysis and evaluation of the company's production technology, technology in the industry's leading level. Obtain and compare the design production capacity of the company's main products and the annual output, and communicate with the production department personnel to analyze whether there are bottlenecks in the company's production links. Investigate whether the company's production process complies with environmental protection laws and regulations, and investigate the company's investment in environmental protection over the years and possible future investment. Observe the discharge of the three wastes on site, check whether there are pollution treatment facilities and their actual operation.
4. Sales situation
By communicating with the head of the company's sales department, obtaining reports from authoritative market research organizations, etc., investigate the market demand situation of the company's products (services), and whether there is a stable customer base. Combine industry rankings, competitors, etc., to analyze the industry status and market share of the company's main products. Understand the company's sales to major customers (at least the top 10) as a percentage of total annual sales and returns.
5. Core technology and research and development
Investigate the patents owned by the company, analyze the core technology of the products, examine its technical level, technical maturity, technological development level and technological progress in the same industry; verify the acquisition methods and usage of core technologies, and determine whether there are disputes or potential disputes and violations. The situation of intellectual property rights of others. Pay attention to the validity period of the patent and the impact on the company after the expiration, and understand the company's specific protection measures and effects. Obtain the company's main research and development results, research projects, research and development targets and other information, investigate the company's research and development expenses accounted for the proportion of main business income, the number and quality of independent intellectual property rights, technology reserves, etc., analyze the company's research and development capabilities
4. Inter-bank competition and related party transactions investigation
1. Horizontal competition
Investigate the company's controlling shareholder or actual controller and the company's controlling business, the nature of the business, the customer's object, and the company's products by interrogating the company and its controlling shareholders or actual controllers, and visiting the production or sales department. Sexuality, etc., to determine whether it constitutes horizontal competition, and to verify whether the controlling shareholder or actual controller of the company is committed to avoiding competition in the same industry and the performance of the commitment.
2. Related parties and related party transactions
Confirm the company's related parties and related party relationships, and talk with the company's senior management, financial department and the head of the main business department, check the books, related contracts, meeting minutes, opinions of independent directors, send letters and enquiries, consult lawyers and certified public accountants. Opinions, investigation of related transactions between the company and related parties.
5. Financial status
1. Analysis of basic financial data
According to the company's financial reports over the years, collect financial data that reflects the company's financial basics, such as: assets (money funds, accounts receivable, inventory, foreign investment, intangible assets), liabilities (bank loans, accounts payable), sales revenue , cost of sales, subsidy income, total profit, net profit, etc.
2. Financial ratio analysis
Calculate the company's annual gross profit margin, return on assets, return on net assets, earnings per share, etc., to judge the company's profitability.
Calculate the company's annual asset-liability ratio, current ratio, quick ratio, interest guarantee multiple, etc., and judge the company based on the company's cash flow status, credit status of the bank, available financing channels and credit lines and contingent liabilities. Solvency.
Calculate the company's annual asset turnover rate, inventory turnover rate and accounts receivable turnover rate, etc., combined with market development, industry competition, issuer production model and logistics management, sales model and credit sales policy, etc., to judge the company's operating risks and sustainability Management capacity.
3. Taxation
Check the tax information of the company during the reporting period, and investigate whether the taxes, tax bases, and tax rates enforced by the company meet the requirements of current laws and regulations.
Obtain the company's tax incentives or financial subsidies, verify whether the company's tax incentives or financial subsidies meet the relevant regulations of the financial management department and the tax administration department, analyze the company's dependence on tax policies and its impact on future business performance and financial status.
4. Profit forecast
According to the data and profit forecast hypothesis based on the company's profit forecast, combined with the domestic and international economic situation, industry development trend and market competition, the rationality of the company's profit forecast hypothesis is judged.
Compare the previous year's planned and actual completions, and refer to the company's development trends and market conditions to evaluate whether the company's business plan, investment plan and financing plan are properly forecasted during the forecast period. According to the company's production scale and existing production capacity, the feasibility of the implementation of the forecasting plan is analyzed and evaluated.
6. Business Development Target Survey
1. Development strategy
Obtain relevant documents of the company's medium and long-term development strategy, including strategic planning materials, minutes of board meetings, minutes of strategy committee meetings, opinions of independent directors, etc., and analyze whether the company has established a clear, clear and specific development strategy, including strategic objectives and realization. The basis, steps, methods, means and action plans of various strategic objectives.
Through various channels to understand the development strategy of competitors, compare the development strategy of the company with competitors, and conduct in-depth analysis of the company's industry, market, competition, etc., and investigate whether the company's development strategy is reasonable and feasible.
2. Business philosophy and business model
Obtain relevant information about the company's business philosophy and business model, and understand the company's business philosophy and business model by talking with promoters, senior executives and employees, major suppliers, and major sales customers, and analyze the company's business philosophy and business model. The impact of the company's management and development.
3. Implementation and implementation of development plans over the years
Obtain information such as the company's development plans and annual reports, investigate the implementation and implementation of each year's plans, and analyze the ability of senior executives to develop business plans and implement plans.
4. Business development goals
Obtain the company's development plan and business development goals and its basis for the next two to three years, investigate the future development trend of the industry and market competition, and investigate whether the company's future development goals are consistent with the development strategy; analyze the company's management, products, personnel Whether specific plans have been formulated in terms of technology, market, investment and financing, mergers and acquisitions, internationalization, etc., whether these plans are compatible with the company's future development goals, whether they have good achievability, and analyze the risks in the implementation of future development goals. Analyze the company's future development goals and the relationship between specific plans and existing businesses.
7. Analysis of financing use
By consulting the company's decision documents on financing projects, project feasibility study reports, government industry related industry catalogues, etc., according to the environmental protection, land and other aspects of the project, combined with other similar enterprises' investment in similar projects and product markets. Capacity and its changes, analyze whether the company's financing project meets the national industrial policy and environmental protection requirements, the feasibility of technology and market, and the certainty of project implementation; analyze whether the amount of financing is related to the company's scale, main business, and actuality. The capital needs, capital utilization ability and the company's business development goals are matched; whether the company has carefully predicted the project benefits, whether the benefits before and after the production, and the estimated production time, the basis of the forecast, and the basis are reasonable.
8. Risk factors and other important matters investigation
1. Risk factors
Through the website, government documents, professional newspapers, professional agency reports and other channels to understand the industry policies and future development direction of the company's industry, and talk with the company's senior management, financial personnel, technical personnel, etc., to achieve significant changes in the company's past operating results Or relevant information of major events, and refer to major changes in the same industry, combined with investigations on corporate governance, research and development, procurement, production, sales, investment, financing, fundraising projects, industries, etc. And the main factors that may have a negative impact on ongoing operations and the major impacts that these factors may have. Special inspections should be carried out for risks that have a significant impact on the company.
2. Major contracts
Through the company's senior management personnel to issue a written statement, to the other party's contract, to talk with relevant personnel, to consult the intermediary, etc., to verify whether the major contract of the company is true, whether it has been provided, and to check whether the contract terms are legal and whether there is potential risk. In accordance with the company's authority on internal contracting, whether the verification contract has fulfilled the internal approval procedures, whether it exceeds the authority decision, analyzes the possibility of major contract performance, and pays attention to the impact on the company due to failure to perform or breach of contract. .
3. Litigation and guarantees
Investigate all external guarantees (including mortgages, pledges, guarantees, etc.) of the company by issuing written statements, reviewing contracts, visiting relevant regulatory agencies, talking with senior executives or financial personnel, and consulting intermediaries. Whether the controlling shareholder or actual controller, holding subsidiaries, senior management personnel and core technical personnel have significant litigation or arbitration as a party and whether the company’s senior management personnel and core technical personnel have involved criminal proceedings, and evaluate the Whether the company's operations have a significant impact.
9. According to the issue of all shareholders' withdrawal of capital and solutions
The Interpretation of the Standing Committee of the Chinese People's Congress on Articles 158 and 159 of the Criminal Law of the People's Republic of China, after the Company Law of 2013 changed the registered capital of the company into a system of subscription, The crime of capital contribution is only applicable to companies that implement the registered capital registration system in accordance with the law. However, if the behavior of the withdrawal of capital in the history of the target company constitutes a crime and is still in the prosecution period, there is still the possibility of being held criminally liable. If the standard of criminal prosecution is not up to standard, if the withdrawal of funds is true, it should also be regulated before listing.
In practice, the more common forms of suspected withdrawal of capital are:
1. When the company is established or replenished, it will be funded by borrowing, and after the capital verification, it will withdraw the capital to repay the loan.
This situation needs to be treated differently, and does not necessarily constitute an escape. The key point is whether the necessary procedures have been fulfilled when withdrawing the funds used to repay the loan. According to the provisions of the State Administration for Industry and Commerce on whether the shareholder loan is a question of whether to withdraw from the capital contribution, the funds contributed by the shareholders belong to the company's property after being invested in the company. The behavior of the shareholders borrowing from the company belongs to the private loan relationship and should be protected by law. . However, if the provisions on financial management and financial systems are violated in the borrowing activities, they should be handled by the relevant departments. It can be seen that if the shareholders have fulfilled the necessary formalities in accordance with the company's articles of association, financial system, etc., after the establishment of the company, the company will withdraw funds to repay the loans by means of borrowing from the company, which does not constitute an investment and will not cause obstacles to the listing.
For example, China Power Environmental Protection (300172), shareholders Wang Zhengfu and other seven people borrowed 15 million yuan from a company for the company's establishment, and entrusted the company to directly transfer the money into the company's capital verification account. After the capital verification, the shareholders and the company signed a loan agreement of 14.5 million yuan (Wang Zhengfu deposited 500,000 yuan into the company), and entrusted the company to repay a total of 15 million yuan to a company. After the establishment of the company, Wang Zhengfu and other shareholders gradually repaid the loan. When the company is listed, the sponsoring lawyer believes that (1) the loan relationship between the shareholders and the company is legal and effective, and does not infringe the company's legal property rights; (2) the shareholders have repaid the loan, and there is no intention to withdraw the capital, nor has it seriously affected the company's operation; (3) The local industrial and commercial administration department confirmed in writing that there was no violation of the law.
2. When the company increases its capital, it will increase its capital to the company.
In this case, if the loan to the company is used to pay the capital increase, similar to the above-mentioned loan to the third party, as long as the legal procedures have been fulfilled and the loan has been repaid in accordance with the loan contract, it will generally not be Listing constitutes an obstacle.
However, if the shareholder withdraws funds from the company to repay the loan and fails to perform the legal procedures, the lawyer is required to analyze whether it constitutes an obstacle to the listing from the following perspectives: 1. How much money is withdrawn;
2. Whether it affects the actual operation of the company;
3. Does it affect the creditor's rights of the company's creditors;
4. Whether the funds withdrawn were returned in time. If the time of return is less than 36 months (main board) or 24 months (new three boards), it is recommended to apply after the above specifications have been run;
5. Whether the funds withdrawn in the company's books have clear records that meet the financial requirements;
6. If necessary, the administrative department for industry and commerce may issue an opinion to confirm that the act is not illegal.
10. Business investigation
1. Business investigation
It mainly includes analyzing the situation and risks of the sub-sectors in which the company is located, and investigating the company's business model, business objectives and plans.
The company's business model refers to how the company uses its key resources to form a complete operating system through effective business processes, and through this operating system to provide products or services to customers to meet customer needs and provide value to customers. To get income, profit and cash flow.
2. Industry research
Collect industry research or reports related to the industry in which the company is located, talk to the company's management, compare market open data, collect development plans, industry management laws and regulations and regulatory documents, and host brokers' internal industries. Analysts' analytical research and other methods, prudent and objective analysis of the basic situation and specific risks (such as industry risks, market risks, policy risks, etc.) of the sub-sectors in which the company is located. Including but not limited to: 1) the life cycle and industry scale of the industry; 2) the relationship between the industry and the industry upstream and downstream (ie, the composition of the industry value chain); 3) the degree of competition in the industry and industry barriers; The regulatory system and policy support or restrictions of the industry, and the impact of industrial policies on the industry; 5. The favorable and unfavorable factors affecting the development of the industry.
3. Company product inspection
Talk to the company's management team, inspect the company's products or services, interview the company's customers and other methods, investigate the company's products or services and their uses, and understand the product types, functions or types of services and the customer needs they meet. Including but not limited to: 1) the type of product or service; 2) investigating the function and use of each product and the specific consumer groups, or the customer needs and specific consumer groups that the service meets; 3) the technical content of each product The key technologies applied and the technical indicators achieved) or the quality of the services; 4) whether each product or service provides protection to consumers (after-sales service, etc.); 5) the scale of each product or service in each period of the reporting period, Demand status and its impact on prices; 6) the importance of various products or services in the company's business, including the proportion of sales revenue and profits, market share and trends in the industry; 7) company pairs Measures to improve the quality of existing products or services, enhance competitiveness, and development plans for new products or services of the company.
4. Investigation of key resources
Through field visits, interviews with management, access to the company's main intellectual property documents, etc., combined with the company's industry characteristics, investigate the key resources on which the company's business depends, including but not limited to: 1) the company's unique and sustainable technological advantages (including Analysis of core technologies, substitutability and core technology protection measures of major products or services; 2) R&D capabilities and technical reserves (including analysis of the company's R&D institutions and R&D personnel, R&D expenditures as a percentage of the company's business income, 3) The proportion of intangible assets such as trademarks, patents, and non-patented technologies, the status of acquisition, actual use, use period or protection period, book value at the end of the latest period, and disputes; 4 ) the qualifications or qualifications of the business license obtained; 5) the acquisition, duration, and cost standards of the franchise (if any); 6) the main equipment and fixed assets used to provide the products or services; 7) the senior management of the company A brief summary of the core technology (business) personnel, including: surname Basic information such as name, nationality, professional experience (occupation and position since joining the work), important positions and tenure, current position and term of office, and evaluation of senior management experience based on their business experience, industry or professional background Ability, overall evaluation of whether the entire management team is complementary; 8) Investigate the company's management and core technology (business) personnel's remuneration, shareholdings and incentives (including equity incentives). In the past two years, the main changes, reasons and impact on the company's operations, understand the measures the company has taken or intends to stabilize the above personnel, and evaluate the stability of the management and core technology (business) personnel; 9) the company The employee's situation mainly includes: the number of employees, age and length of service structure, job distribution, academic degree structure, geographical distribution, etc.; 10) other resource elements that reflect the characteristics of the industry or business; 11) in the industry segment of the company Analyze the advantages and disadvantages of the company from competitors and potential competitors in terms of the company's technological advantages, product technical indicators or service standard requirements, R&D investment capacity, technical reserves, and number of patents. If the competitor's information does not exist, analyze the strengths and weaknesses of the company compared to the industry average.
5. Company business process investigation
Through the company's business system, field visits to the business process involved in the business process, interviews with major suppliers and customers, and the company's industry characteristics, understand the company's key business processes. Including but not limited to: 1) supply chain and its management, the company's dependence on suppliers and existing operational risks; 2) production processes or service processes of major products, production processes, quality control, safety production, etc.; 3) marketing The system, including sales methods, whether there are exclusive sales agreements and other barriers, marketing plans, customer management, the company's dependence on customers and risks; 4) core product or service development process, cycle and renewal plan; 5) According to the division of labor in the industry chain, investigate whether the company will transfer the operation link to the stakeholders, if any, to clarify its cooperative relationship or business alliance relationship and risk benefit distribution mechanism; 6) important capital investment projects (such as large-scale production, important equipment investment) Investment process, including investment decision-making mechanism, feasibility and investment return analysis; 7) other business links that reflect the characteristics of the industry or business.
6. Survey of company income
Learn how companies get revenue by reviewing business contracts, visiting customers and suppliers, and investiging a company's products or services, key resources, and key business processes. Including but not limited to: 1) income composition, including the size of the product or service, the pricing method and basis; the change in income and the reasons that affect its change; 2) the cost structure and its changes and reasons for change; 3) analysis of each The gross profit margin of the product or service and its changing trend and the reasons for the change; 4) The cash flow of the company, especially the cash flow related to the operating activities, that is, whether the cash income of the operation can offset the relevant expenditure; 5) At the company's location In the segmented industry, analyze and compare the advantages and disadvantages between the company and its competitors in terms of product or service distribution, cost structure, marketing model and product or service gross margin, and estimate the company's development trend in the segmented industry (mainly Regional or market share and its changes). If the competitor's information does not exist, analyze the strengths and weaknesses of the company compared to the industry average.
7, company trend survey
Through interviews with company management, reviewing board meeting minutes, major business contracts, etc., combined with the development trend of the company's industry and the company's current development stage, understand the company's overall development plan and the medium and long-term development goals of each business segment. Analyze whether the company's business objectives and plans are consistent with the existing business model, revealing the main risks (distinguishing between general risks and special risks) and risk management mechanisms in the company's business development process.
11. Corporate Governance Survey
1. Understand the three associations by consulting the company's articles of association, understanding the company's organizational structure, consulting the relevant documents of the shareholders' meeting, the board of directors, the board of supervisors (hereinafter referred to as the "three sessions"), and investigating the establishment and operation of the company's three sessions, indicating that the above institutions and personnel perform Regarding the responsibilities, pay attention to whether the company's articles of association and the rules of the three meetings are legal and compliant, whether to establish a sound investor relationship management system, and whether the dispute resolution mechanism is stipulated in the company's articles of association.
2. Evaluation of the governance mechanism by the board of directors The board of directors of the company discusses and evaluates the corporate governance mechanism, including the existing corporate governance mechanism to provide appropriate protection to shareholders and to ensure that shareholders fully exercise their right to know, participation, inquiry and voting rights. The role played, the deficiencies and solutions.
3. Investigation of corporate governance mechanism
1) Whether to issue notices in accordance with relevant laws and regulations and the company's articles of association and to convene three sessions on time; whether the documents of the meeting are complete, whether the time, place, attendance and other requirements in the minutes are complete, whether the meeting documents are kept in archives, and whether the meeting records are properly signed;
2) Whether the board of directors and the board of supervisors will conduct regular elections in accordance with relevant laws and regulations and the company's articles of association;
3) Whether the board of directors participates in the formulation of the company's strategic objectives, checks its implementation; the mechanism and implementation of the board's evaluation of management's performance;
4) If the related directors, related shareholders or other stakeholders should be avoided, the company has established a voting rights avoidance system to check its implementation;
5) Whether the board of supervisors plays its normal role and whether it has effective supervision means, including the performance of duties of employee representative supervisors;
6) The actual implementation of the resolutions of the three sessions, the resolutions of the meeting that failed to be implemented, whether the relevant implementers report to the resolution body and explain the reasons.
4. Company shareholder survey
1) Investigate the company's shareholding structure, shareholding ratio (including direct and indirect shareholding ratio), and direct or by reviewing the company's shareholding structure chart, shareholder register, company's important meeting minutes, resolutions, and related documents of the company's previous shareholding changes. Whether there is pledge or other controversial situation in indirect shareholding, judge the controlling shareholder and actual controller of the company.
2) By consulting the capital verification report issued by a qualified intermediary, consulting the company's lawyer or legal consultant, inquiring the management and accounting personnel, inquiring the company's registration information with the industrial and commercial administration department, and investigating whether the company's shareholders' capital contribution is timely and the capital contribution method Whether it complies with the relevant laws and regulations.
By reviewing the asset assessment report, inquiring about methods such as asset appraisal agencies, and investigating the non-cash assets such as physical, industrial property, non-patent technology, land use rights, etc., investigate the rationality of the evaluation methods and evaluation values used.
3) Investigate whether there is any relationship between the shareholders of the company, whether there are professional investment institutions among shareholders and their participation in corporate governance.
4) Investigate the shareholding of the company's management and core technical personnel and the lock-up of the shares held.
5. The company's directors and supervisors investigate and investigate the company's directors and supervisors, including: name, nationality and overseas residency, gender, age, education, professional title; professional experience (occupation and position since joining the work); Important duties and term of office; current position and term of office; the situation in which the person and his close relatives hold shares in the company; whether there is a conflict of interest between the foreign investment and the company.
6. Independence survey
1) Investigate the company's production, supply and sales system by consulting the company's organizational structure documents, combining the company's production, procurement and sales records, and analyze whether the company has complete business processes, independent production and operation sites, and supply, sales departments and channels. By calculating the company's associated purchase amount and associated sales, respectively, the proportion of the company's current total purchases and total sales, analyze whether there are major or frequent related party transactions affecting the company's independence, and judge the company's business independence.
2) Determine the ownership of the company's fixed assets by consulting relevant meeting records, asset transfer contracts, asset transfer procedures, purchase contracts and invoices; and understand the company's real estate by consulting the property certificate, land use right certificate, etc. Land use rights, patents and non-patented technologies And the ownership of other intangible assets; attention to other receivables, long-term other receivables, other payables, reasons for advance receipt and prepayments, transaction records, capital flow, etc.; judgment of the company's asset independence.
Whether the investigation company has been occupied by the controlling shareholder, the actual controller and other enterprises under its control in the past two years, or provided guarantees for the controlling shareholder, the actual controller and other enterprises controlled by it; the investigation company is to prevent shareholders and related parties The measures taken by the funds to occupy or transfer the company's funds, assets and other resources and the corresponding institutional arrangements; for the absence of the above situation, the company's instructions should be obtained, and the company's asset independence should be judged based on the survey results.
3) Investigate the company's employee roster and labor contract, company salary list, company welfare fee payment voucher, talk with management and employees, obtain written statements from senior management personnel, etc. Remuneration and other circumstances, investigate whether the labor, personnel, wages and corresponding social security of the company's employees are completely independent and manage their independence.
4) Talk with the management and related business personnel, check the company's financial accounting system, bank account opening information, tax information and other methods, investigate the establishment of the company's accounting system, financial management and risk control, and determine the company's internal management system, and judge the company Financial independence.
5) Through on-the-spot investigation, review of the shareholders' meeting and the resolutions of the board of directors on the establishment of relevant institutions, the inspection of the internal rules and regulations of each institution, to understand whether the company's institutions are completely separate and independent from the controlling shareholder, whether there is mixed operation, co-operation office Whether or not the institution has its own autonomy, and judges its institutional independence.
7. Horizontal competition survey
By inquiring about the company's controlling shareholder, actual controller, consulting business license, visiting the production or sales department, etc., investigating the business scope of the company's controlling shareholder, actual controller and other enterprises controlled by it, from the nature of the business, customer objects, and alternatives Sexuality, market differences, etc. determine whether to engage in the same or similar business with the company, thus competing in the same industry.
For the existence of horizontal competition, the company is required to explain its rationality and investigate the measures and commitments made by the company to avoid horizontal competition.
8. Policy development survey
Investigate the company's policies and institutional arrangements for important matters such as external guarantees, major investments, entrusted wealth management, and related party transactions, investigate the decision-making authority and procedures, and verify the implementation of the last two years, including whether the decision on the above matters is in line with the shareholders' meeting. The division of responsibilities of the board of directors, whether the voting on the matter fulfilled the procedures stipulated in the company law and the company's articles of association, and whether the decision was effectively implemented.
Obtain management's written statement on the company's external guarantees, major investments, entrusted wealth management, related party transactions, etc., whether it complies with laws and regulations and the company's articles of association, and its impact on the company.
9. Management integrity investigation
Investigate the integrity of the company's management and obtain a written statement on the integrity status signed by the company's management. The written statement includes at least the following: 1) Whether it has been violated by national laws, administrative regulations, departmental rules, self-regulation rules, etc. in the last two years. Criminal, civil, administrative penalties or disciplinary action; 2) Whether there is any inconsistency in the investigation of suspected violations of laws and regulations; 3) Whether the company in the past two years has been seriously guilty of the company (both current and former) Responsibility for being punished for violations; 4) Whether there is a situation in which an individual has a large amount of debt outstanding due; and 5) whether there is fraud or other dishonesty.
Inquire about the public credit system such as the credit information system of the People's Bank of China and the enterprise credit information system of the administrative department for industry and commerce, consult the tax department, the company's loan bank and other departments or agencies, consult the company's lawyers or legal consultants, and check the relevant records and other reasonable methods. Verify that the company's management has a record of dishonesty and evaluate the integrity of the company's management.
12. Corporate Financial Survey
1. Five elements of internal control investigation
By examining the basic elements such as control environment, risk identification and assessment, control activities and measures, information communication and feedback, supervision and evaluation, it is evaluated whether the company's internal control system is sufficient, reasonable and effective.
By talking with the company's management and employees, reviewing the company's rules and regulations and other methods, and investigating whether the company has established an accounting system, financial management and risk control systems to ensure that the company's financial reports are true and reliable and that the actions are legal and compliant.
By consulting with the company's management and employees, reviewing the minutes of the board of directors, general manager's office, etc., reviewing the company's rules and regulations and other methods to evaluate whether the company has a positive control environment: including whether the board is responsible for approving and regularly reviewing the company's business strategy and Significant decision making, determining the acceptable level of operational risk; examining whether senior executives implement the policies and policies approved by the board of directors, and whether the responsibilities, authorizations, and reporting relationships between senior management and the board are clear; see if management motivates company employees to understand the company The internal control system plays a role in it.
Investigate the company's management, review the company's relevant rules and regulations, and risk assessment reports to examine the systems or measures established by management to identify and evaluate risk factors that have a negative impact on the company's overall goals. Evaluate the effectiveness of the system.
Talk to the company's management and the heads of the departments involved in the main business process, review the business process related documents, understand the business processes and the control measures, including authorization and approval, review and verification, business procedures and operating procedures, job permissions and Responsibilities, independence and checks and balances, emergency and prevention measures.
The project team should select a certain number of control activity samples and adopt test methods such as verification, observation, inquiry, and re-operation to evaluate whether the company's internal control measures are effectively implemented.
Talk to company management and employees, check company rules and regulations, etc., and evaluate whether information communication and feedback are effective, including whether the company has established an effective information system that can cover all its important activities and collect and organize internal and external information. And whether the company has established effective communication and feedback channels to ensure that employees fully understand and implement company policies and procedures, and that relevant information can be communicated to the people who should be communicated.
Through the interviews with the company's management and internal audit departments, the company's internal control supervision and evaluation system is examined for effectiveness by inquiring, verifying, reviewing internal audit reports and supervisory board reports.
Whether the major accounting policies and accounting estimates of the survey company during the reporting period have specifically combined the company's business characteristics, whether it plays a role in effectively preventing the company's unique financial risks.
On the basis of the above investigations, listen to the opinions of certified public accountants, evaluate the effectiveness of the company's existing internal control system in reasonably ensuring that the company complies with current laws and regulations, improve operational efficiency, and ensure the reliability of financial reports, and pay attention to the defects of the internal control system and Possible financial and operational risks.
2. Financial risk investigation
Based on the audited financial report, analyze the main financial indicators of the company in the last two years and one period, and compare them year by year. Mainly includes gross profit margin, return on net assets (including net assets after deducting non-recurring gains and losses), basic earnings per share, diluted earnings per share, net assets per share, net cash flow from operating activities per share, assets Debt ratio (based on parent company statements), current ratio, quick ratio, accounts receivable turnover and inventory turnover. Unless otherwise stated, the above financial indicators should be calculated on the basis of the data in the consolidated financial statements. The calculation of relevant indicators shall implement the relevant provisions of the China Securities Regulatory Commission.
On this basis, analyze the company's profitability, long-term and short-term solvency, operational capability and cash ability, comprehensively evaluate the company's financial risks and operational risks, and judge whether the company's financial status is good. If the financial indicators have a large deviation from the average level of the company in the same industry, or if the financial indicators and related accounting items have large changes or abnormalities, the reasons should be analyzed and key investigations should be conducted.
Analytical review of the company's revenue, cost, and expense ratio based on audited financial reports. By analyzing the company's income, cost, cost trends, proportional relationships, etc., compare the situation of other companies in the same industry, and evaluate the ratio or check between the company's income and financial data such as costs, expenses, costs, expenses and related assets amortization. Whether the relationship is reasonable. For matters that clearly lack a reasonable ratio or relationship, the company management should be required to make a statement.
3. Accounts receivable survey
Investigate the authenticity, accuracy, completeness and rationality of the company's receivables.
Review the company's accounts receivable details, and combine the company's industry characteristics and business income status to evaluate whether the balance of accounts receivable and its changes are reasonable. Check the large amount of accounts receivable and investigate their authenticity, recovery possibility and potential risks.
Obtain detailed information on other receivables of the company, understand the reasons for the formation of large balances of other receivables, and analyze its rationality, authenticity, possibility of recovery and potential risks.
Check the reasons, time and implementation of the relevant procurement business for large prepayments. Investigate the acquisition, endorsement, mortgage and discounting of notes receivable, and pay attention to the resulting risks.
Analyze the aging of the company's receivables, evaluate the reasonableness of the aging, understand the reasons for the formation of long-term accounts and the measures taken by the company, and check whether the company has prepared bad debts according to regulations and whether the extraction is sufficient.
4. Inventory investigation
Investigate the authenticity, accuracy, completeness and rationality of the company's inventory.
By consulting the company's inventory details and combining the characteristics of the production cycle, it is reasonable to analyze the ratio of raw materials, products, and finished product balances. Review inventory and evaluate its authenticity and integrity.
Analyze and compare the company's inventory aging, evaluate whether the aging is reasonable, know whether there is inventory with a long age, and check whether the company has drawn the inventory depreciation preparation and whether the extraction is sufficient.
5. Company investment survey
Investigate the authenticity, accuracy, completeness and rationality of the company's investment.
Through conversations with company management and relevant responsible persons, understand the decision-making process of the company's investment, management's measures for investment risk and its control, and focus on risky investment projects.
Talk with the company management, check the minutes of the shareholders' meeting, the board of directors, the general manager's office, etc., check the investment contract, check the books, equity or credit investment certificates, etc., and investigate whether the company's long-term and short-term investment valuation and income confirmation methods are in line with accounting. Relevant provisions of the guidelines.
Pay attention to whether the company's investment accounting method for subsidiaries included in the consolidated financial statements is appropriate. Listen to the opinions of CPAs, pay attention to important aspects affecting the financial status of subsidiaries, and evaluate the authenticity of their financial statements.
6. Fixed assets and depreciation survey
Investigate the authenticity, accuracy, completeness and rationality of the company's fixed assets and depreciation.
By consulting the company's audited financial report, ask the accountant to understand the company's fixed asset valuation policy, fixed asset depreciation method, fixed asset life and residual value estimates, and evaluate relevant accounting policies and estimates for compliance with accounting standards. . Investigate the composition and status of the company's fixed assets by checking the books, field inspections and other methods.
According to the company's fixed assets depreciation policy, the depreciation of fixed assets is recalculated. Analyze the proportion of accumulated depreciation to the original value of fixed assets, judge whether fixed assets face elimination, renewal, overhaul, technology upgrades, etc., and evaluate their impact on the company's financial status and ability to continue operations.
Pay attention to whether the company's purchase and construction, disposal of fixed assets, etc. have fulfilled the necessary approval procedures, and whether the procedures are complete.
7. Intangible assets survey
Investigate the authenticity, accuracy, completeness and rationality of the company's intangible assets.
Through reviewing the company's audited financial reports, asking accountants, understanding the company's intangible assets pricing policy, amortization method, amortization period, evaluating relevant accounting policies and estimates whether it meets the relevant provisions of accounting standards, and judge its rationality.
By consulting investment contracts, asset evaluation reports, asset ownership certificates, books and other methods, whether there is sufficient evidence for evaluating the intangible assets intangible assets invested by shareholders, and whether the way in which investors obtain intangible assets is legal; Intangible assets purchased, whether the seller and the company have a related party relationship, whether the pricing of intangible assets is reasonable; for the intangible assets developed by the company itself, it is concerned whether the confirmation time and value meet the relevant provisions of accounting standards.
Pay attention to whether the intangible assets have fulfilled the necessary approval procedures and whether the formalities are complete. When it is predicted that an intangible asset can no longer bring future economic benefits, it is concerned whether the company has already written off the book value of the intangible asset.
8. Survey of asset impairment provisions
Investigate the authenticity, accuracy, completeness and rationality of the company's asset impairment provision.
By consulting the company's audited financial report, asking accountants and other methods, it is understood whether the company's various asset impairment provisions are in compliance with the relevant provisions of the accounting standards, and whether the proportion is reasonable or not.
Using recalculation, analysis and other methods to investigate whether the company's asset impairment provision is in line with the asset quality.