INFORMATION REQUEST LIST
Company: contact person: Mr. ……………….; Mr………………………
Telephone number +86…………… +86………………….
We set out below a preliminary list of the information in respect of ferrite business that we should
like to be made available at the start of our due diligence review. It is likely that we will have to
request further information as a result of our review of documents listed below. Due diligence firm: ………………………………………………………….
contact person: …………………………………………………………
; access to the auditors’ work papers for the last two audited financial
years and an appropriate contact at the auditors with whom any
queries can be discussed.
; access to tax advisors and their tax files for those fiscal years which
have not been audited by the tax authorities and which are therefore
not final yet
; access to the board minutes (in terms of ferrite business) for the last
two completed financial years and the current year.
; copy of any prospectus or other public document issued in the last five
; copy of the articles of association and any shareholder agreements.
; Excerpts of commercial registers
; Monthly reporting including comments (comparison of budget and
; Applications for entry into the commercial register that have not yet
; copy of the audited accounts and audit reports for the last two years
for each company in the group and consolidation schedules if
appropriate. First check that information is not available through
internet site or One source
2. Company overview
(A contextual summary of the key features of the entity/entities.)
; schedules detailing the current:
- management organisation structure (names and job titles of
directors and senior management with associated employee
- operational structure if different to the organisational structure
(e.g. divisions, directorates);
- legal structure (including rationale for structure if complex,
identity and quantum of material shareholdings and form of
- for groups, a group structure chart, precise details of
shareholdings and similar information on subsidiaries,
partnerships, associates and joint ventures to that set out above;
- authorised and issued share capital, details of changes in the
past ten years and identities of the major shareholders (with
; details of when, where and by whom the business was established and
the original nature of the business.
; copy of any company brochures/information pamphlets providing
details of principal activities and/or products and operational/service
; details of the principal changes in the business over the last five years
(in terms of the legal structure, senior management, trading strategy,
or principal activities).
3. Business environment
(A review of the key external and internal factors influencing the business of the entity/entities and their competitiveness.)
; copy of strategy plans produced by the company’s management.
; copy of any reports produced by market consultants on behalf of the
company (specifically, if there is any information on the size and
nature of the market sector and its structure (international/ local,
degree of fragmentation or consolidation, trends and the company’s
position in the market – share and dominant/leading/secondary
; copy of any reports, data or reviews regarding the market/industry
prepared by management in support of budgets/forecasts or strategy
; details of key competitors (identity, estimated/actual market share and
recent changes, differences in approach to the market).
; identification of barriers to market entry (e.g. financial, regulatory,
; details of and government or trade regulations applicable to the target.
Copy of significant correspondence with industry/company regulatory
authorities. Details of most recent visits (if any) by regulatory
authorities (date, outcome, resultant actions).
; details of advertising and marketing policy and process of relationship
development with principal customers. Extent of market research and
product testing carried out.
; description of risk management system and (monthly) risk reports
; copy of reports/assessments of any consultants and auditors for the
last three years
; copy of external reports/assessments from previous capital raising
exercises (e.g. due diligence reports). For companies where recent
acquisitions were subject to due diligence, copy of the relevant
; details of management’s views of any competitive advantage or
disadvantage offered by its:
- tangible assets (e.g. location of distribution centre, poor
reliability of machinery);
- intangible assets (e.g. patent protection, know how,
dependence upon third parties for proprietary software);
- financial resources (e.g. existence of large cash balances or
expensive debt finance); and
- human resources (e.g. strong market contacts, scarcity of
suitably skilled work force).
4. Company operations
(A review of the key features of the entity/entities operations.)
; details of the significant agreements/contracts entered into with the
company’s customers and suppliers (pricing policy, discount and
rebate arrangements, payment terms, volumes and amounts),
reservation of title clauses) for the last three completed financial years
and year to date. Details of any forward purchase commitments.
(Major customers (net sales exceeding 3 % of annual sales volume)
and major suppliers (net expenses exceeding 3 % of annual purchase
volume with indication of net sales/expenses in last fiscal year;
Contracts with suppliers containing reservation of title clauses or
similar security rights (L specifying the respective security rights)
; Contracts with commercial agents, authorised dealers or other
; All contracts with forwarding agencies, warehouses and other
logistics services providers
; All contracts relating to licensing, provision, maintenance or operation
of electronic data processing hard- and/or software
; Research and development contracts, either within the Yageo-group
or with third parties
; Tangible fixed assets subject to restraints on alienation
; details of and changes in sales to/purchases from principal
customers/suppliers over each of the last three financial years and year
to date (individual amounts and volumes where applicable). Note any
customers whose business is seasonal. Identify any customers at risk
of being lost and any sole suppliers.
; sales organisation (domestic and export) with details of commissions
structures and agreements with any agents.
; summary of credit notes issued for the last full financial year and the
current year (number and value) and reasons for the material ones. ; information on price trends on key supplies for the latest three years
and the current financial year.
; details of current productive capacity and plans for development,
bottlenecks in production, degree of computerisation and age of
machinery, to what extent sub assembly and sub contracting is used. ; a description of the company’s estimating and tendering procedures.
; details of products in development (anticipated launch date, whether
modification to an existing product or new product range, expected
; copy of most recent order book or schedule of contracted for work
(with comparison for prior year).
; copy of standard sales terms and details of alternative arrangements
offered to select customers (key terms and rationale for alternative
; details of significant operating leases (lessor, lessee, description of
item, payment terms, contract start and termination dates), licences
and other obligations (amount, duration, obligations, other key terms). ; details of the company’s quality assurance controls for procurement,
production/service and distribution.
; details of any after sales services and any potential liabilities under
warranties, guarantees or recourse arrangements.
; details of the company’s insurance cover (what covered, amount of
cover and excess arrangements, duration, insurer, significant
exclusions of cover, self insurance arrangements if any). ; details of current insurance claims or issues outstanding (amount,
claimant, details of claim, current status, expected settlement date).
Include copy of legal advice if available.
; details of the company’s environmental policies and accounting
treatment of environmental costs, current claims or known issues and
potential costs. Identification of any sites known or suspected to be
contaminated. Copy of any previous commissioned environmental
; details of the company’s information technology infrastructure and
policies (including function, capacity, maintenance contracts, support
arrangements, identification of critical systems, issues arising from
systems reviews, emergency and back-up procedures and software
; details of services provided by third parties (amount, duration of
contractual arrangements, alternative sources of supply if critical
; details of transactions with other group companies or associates and
whether the transactions are at arm’s length. Level of transactions in
the last full financial year and the current year to date. Identify any
products or services which may not be capable of being sourced from
outside the group.
; Agreements (including but not limited to loan agreements and
agreements on the provision of collateral) between the Company on
the one hand and shareholders, which hold more than 5% of the
interests in any EPCOS/Yageo group company or the company itself,
relatives of such shareholders or enterprises in which such
shareholders or relatives of them hold more than 5 % of the interests
on the other hand (if the annual gross remuneration is more than Euro
; SWOT (strengths, weaknesses, opportunities, threats) analysis for the
company with specific reference to specific business units if
Directors and employees
; schedule detailing the directors’ and senior executives’ remuneration
and benefit arrangements (cars, pensions, share options and bonus
schemes) and any transactions with the business and other
; details of any service agreements.
; curriculum vitae for directors and key management to provide details
of age, length of service, previous experience and qualifications.
; details of key personnel to the business (identity, duties, why
significant/dependence exists). Details of key directors and
management who have left the business in the last two years. ; details of management succession plans (which positions covered by
plans, identities and qualifications of potential candidates). ; details of any key man insurance (identity(s) of persons covered,
amount, duration and cost of cover).
; schedule detailing employee numbers (by role and/or
department/location), wage rates/ salary structure, details of previous
pay reviews and due date of next review, pension and other benefit
entitlements, standard terms of employment.
; details of staff turnover - joiners and leavers over the past two years
and the current year.
; details of any training schemes or qualifications employees are
required to study for.
; details of any performance appraisal schemes.
; details of any family relationships within the business or with other
key business contacts e.g. shareholders, customers, suppliers
(quantum, frequency and dependence upon the trading relationship). ; details of union involvement and relationship (recognition, industrial
action(s) over last two years) and employee relations. ; Applicable collective bargaining agreements (FT), foreseeable
; details of any significant redundancy programmes over the three
financial years and current years (numbers of employees affected,
estimated and actual cost and cost savings).
; details of management/employee incentive schemes offered including
bonuses and share option schemes. Details of outstanding options
granted (price, number and key terms of grant/award).
; details of the company’s health and safety policies, current claims or
issues arising including recent safety visits or serious accidents. ; Service agreements and other agreements –together with any
amendments and supplements (including those taking affect in the
future) –with managing directors/board members
; Regulation on stock options and other profit sharing
programmes (bonuses, profit shares, shares in turnover, etc.)
; Regulations on pension benefits (pension for inability to
practice one?s profession or to work at all, old age or surviving
dependants? pension etc.)
; Obligation vis-á-vis former members of the board(s)/ managing
directors (pension benefits, consultancy agreements, lump sum
payments, loans, collateral, indemnities for waiting periods due to
post-contractual covenants not to compete, etc.)
; Loans granted to employees, specifying the conditions ad the status of
; Job guarantees granted in individual employment contract ; Agreements on special right to terminate the employment relationship
in the case of change of majority of the shareholder or the
participation quotas in the company
; Company?s health insurance fund or group insurance covering death,
permanent inability to work or other events insured to the benefit of
; Employees with whom a post-contractual covenant not to complete
has been agreed upon, specifying the duration of the prohibition of
competition and the amount of the potential indemnity for the waiting
; Former employees who are still subject to post-contractual covenants
not to complete, specifying in each case all paid indemnities for
; Commitments of re-employment to former employees
; details of any financial derivative instruments used.
; Works Agreements, standard arrangements, company commitments,
global commitments and protocol notes which are in effect or expired
within the last two years, in the case of pension rules also all
; Reconciliation’s of interests and social plans of the last five years
; Job guarantees resulting from collective bargaining agreements,
works agreements, other company rules, re-integration agreements
with job exchange offices, health insurance agencies or the like (L =
list of all questioned agreements)
; Contracts with natural persons which aim at the rendering of services
or the bringing about of particular results (in particular with so-called
“consultants”, “free-lancers”, “pro forma self-employed”, etc.) with
average monthly gross remuneration of more than Euro ????? or
notice period of at least ????? months, describing the activity and
specifying start of the activity, responsibility, representative powers,
remuneration, ancillary benefits, notice period (L))
; Employees who are neither temporary employees nor have an
employment contract with the Company but steadily work on the plant
grounds / in the operations of the Company (number, type and
duration of activity and employer) (L)
; employees outside the collective salary, employees within the
collective salary scale, employees hired for limited periods of time,
seasonal workers, home-workers and persons who work insignificant
numbers of hours (FT = full text)
; Employment contracts – together with any amendments and
supplements (including those taking effect in the future) of all
executives and other employees with an annual gross remuneration
of more than Euro ????? or a notice period of at least ????? months
Financial reporting procedures
; summary of the company’s management information systems and key
; copy of company policies, procedures and controls manuals (if
available) including accounting, treasury and foreign exchange
management and other management internal controls.
; details of management reporting procedures including timetable for
reporting and for the central review process. Copy of monthly
reporting pack pro forma and circulation list.
; details of the company’s cut-off procedures (quantum and incidence
of post-period end adjustments).
; details of any costs arising from the year 2002 issue and remedial
works yet to complete (duration and cost).
; copy of recent management information and reports (other than
management accounts) used by management to manage the business.
; copy of audit management letters received during the past two
financial years (where applicable). Details of management responses/
actions to those points raised.
; copy of internal audit reports for the last two years (if any).
5. 历史交易Historical trading
(A review of the key features of the entity/entities’ historical trading pattern.)
For groups of companies, consolidated profit and loss accounts are required, together with details of consolidation adjustments.
For the last two audited financial years (where applicable) and the current year to date:
; detailed monthly management account profit and loss accounts with
management commentary thereon. For the most recent financial year
and the current period the management accounts should be provided
by month and for the two preceding years for the financial year end
; detailed budgets (and any reforecasts) with actual versus budget
comparisons and textual commentary on the material variances in
expected performance together with any available reconciliations
between budget and actual profit before tax.
异的注释in expected performance，如果有对预算与实际税前利润
; analysis of income and margin by customer, by geographical region
and by product.
; analysis of cost of sales, direct costs and overheads if not analysed in
the management accounts.
; a detailed analysis of head office and other overhead expense with
method of allocation for each business unit.
; Analysis of interest payable/ receivable by source (bank loan/
overdraft, hire purchase etc).
; Schedule detailing material provision movements. Explanation for the
creation, release or utilisation of those provisions. ; 按时间顺序列示原料条款变化。解释这些条款的形成、废除和运
; Quantification of the financial impact of any acquired or discontinued
businesses (turnover, gross profit, operating profit, operating cash
flow and net assets).
; details of any non-operating, one-off, non-recurring, extraordinary or
exceptional income or expense items or accounting adjustments
(amounts and explanation of items).
; identification of revenues or costs that will not continue post-
transaction or that are currently provided under third party
arrangements that will/may not continue post transaction. ; 对并购后不存续的收入/成本(或现因第三方按协议而产生但并购
; details of, and quantification of the impact of any changes in,
accounting policies (including depreciation, accruals, income
recognition, basis of consolidation, capitalisation of costs). ; 有关会计政策变更！包括跌价、预提、收入确认、报表合并的基
; schedule reconciling the management accounts to the statutory
; details of any changes in analysis between the management accounts
for the last three financial years and the current year to date (schedule
; details of dividends paid and proposed for the period under review. ; 有关股利！包括对审核期间的预期，的详细资料。
6. Historical cash flows
(A review of the key features of the entity/entities’ historical cash generation
For groups of companies, consolidated cash flows are required, together with details of consolidation adjustments.
For the last two audited financial years (where applicable) and the current year to date:
; detailed monthly management account cash flow statements if
; comparison of budgeted to actual operating and net cash flow. ; 比较预算性的经营性现金流、净现金流和实际发生情况
; month end cash book balances for at least the last twelve months. ; 至少提供过去12个月的月末现金流水账。
; access to bank statements for all bank accounts for at least the last
twelve months. If a “Bankline" facility is available, a print out of the
daily bank balance for the last twelve months.
; historical analysis of the level of capital expenditure by major