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Full scope_List of information required

By Carmen Morris,2014-05-17 12:14
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Full scope_List of information required

    企业改造管理流程手册供应商管理规定内部管理报告流程理赔管理流程手册内部控制体系建设培训包销定制商品管理规定

    INFORMATION REQUEST LIST

    (FULL SCOPE)

    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: …………………………………………………………

     Provided (date)

    1. General

    ; 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

    years.

    ; copy of the articles of association and any shareholder agreements.

    ; Excerpts of commercial registers

    ; Monthly reporting including comments (comparison of budget and

    actual results)

    ; Applications for entry into the commercial register that have not yet

    been effected

    ; 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

    numbers);

    - operational structure if different to the organisational structure

    (e.g. divisions, directorates);

    商品引进管理规定售后服务系统企业运营报告分行业综合评分城市带发展的研究报告国有企业基本状况企业综合实力行业研究报告管理流程手册组织架构与岗位职责采购系统管理流企业调研问卷生产行业计划实施进展行业监测访谈记录

     Provided (date)

    - legal structure (including rationale for structure if complex,

    identity and quantum of material shareholdings and form of

    incorporation);

    - 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;

    and

    - authorised and issued share capital, details of changes in the

    past ten years and identities of the major shareholders (with

    shareholdings).

    ; 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

    sites.

    ; 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

    position).

    ; copy of any reports, data or reviews regarding the market/industry

    prepared by management in support of budgets/forecasts or strategy

    formation.

    ; 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,

    know how).

    ; 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.

     2

     Provided (date)

    ; 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

    report(s).

    ; 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

    distribution agents

    ; 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

     3

     Provided (date)

    ; 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

    market size/share).

    ; 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

    arrangements).

    ; 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

    reports.

     4

     Provided (date)

    ; details of the company’s information technology infrastr