Company Value Assessment Survey Checklist
1. Basic information of the target enterprise
1. The name, legal address and daily business address of the enterprise, as well as its business scope and major processing , sales and other departments.
2 When the company was established and the nature of the company.
3 Ownership structure (major shareholders and shareholding ratio).
4 Relevant information about investors (shareholders) and directors.
5. Relevant information about external consultants (including lawyers, accountants, account opening banks, etc.).
6 Company profile (including all major business departments, organizational structure, products or services developed by the company).
7 A brief history of corporate development (changes in ownership and main business operations).
8 The purpose of selling the enterprise and related information:
Why the enterprise is to be sold;
Who is responsible for the matters related to the sale of the enterprise;
< p>Whether there is a minority stake that may affect the transaction;What are the payment terms of the proposed acquisition;
The tax objectives of the seller and its shareholders;
Expectations Accounting and tax treatment;
Who pays the M&A broker’s commission, the amount of the commission, and when to pay it.
9 Management personnel:
The reputation of major shareholders, directors and managers;
Whether their employment contracts will continue to be valid after the company is acquired;
Whether the company's officers, directors and major shareholders are involved in any pending litigation;
Whether the business acquisition will result in the termination of the contract, the loss of major customers or the resignation of contract employees.
The latest development and changing trends of 10 enterprises and their industries.
11. For the company’s future plans, obtain the company’s meeting minutes, business plans, forecast reports and budget reports in the past few years.
12 "Relationship household" business that has a significant impact on business operations.
13Major litigation, pending or potential.
14 Government restrictions and controls.
15 cyclical factors that affect enterprises.
16Credit ratings of credits and securities.
17 The main external forces affecting enterprise development.
18Other instructions.
II. Industry Analysis
1 Industrial structure:
Number of enterprises by size;
Industrial concentration;
Trends of mergers and acquisitions;
Regional layout;
Product lines;
Distribution channels;
Degree of integration;
Barriers to entry for new companies.
2 Industry growth:
Past annual growth rate (sales, profit, market share);
Estimated future annual growth rate (sales, profit , market share);
Factors affecting growth (population trends, overall economic trends, disposable income, interest rates, industry composition and trends, market size, market share, technological innovation, production design , economies of scale, product pricing and differentiation, import and export, advertising and marketing, government factors, customer purchasing power, environmental considerations, etc.);
3 Competition:
Other companies in the same industry competition and its competitive strategies;
Key factors affecting success;
Barriers to entry;
Main threats to success.
Major customers and suppliers in 4 industries:
List the main industries that provide products to them;
Whether there has been significant growth in the last 5 years new customers and suppliers;
Whether there is a development trend of forward-integrated suppliers and backward-integrated customers;
whether it is dependent on a few customers or suppliers .
5 Labor force:
Whether there is a sufficient supply of skilled labor with complete community services;
Whether the regional wage rate is industrially competitive;
Whether there have been union negotiations or changes to labor agreements recently;
The degree of unionization in the industry.
6 Degree of government control.
7Patents, trademarks, copyrights, etc. - are important to companies in this industry.
8 Other information, including various information obtained from journals, newspapers, industry association announcements, company-related documents, securities research reports, and government statistics.
3. Financial and accounting information
1 Financial statements, including annual and interim asset responsibility statements, income statements, financial position and cash flow changes statements, and major business departments in the past few years , product line and geographical segment comparative financial statements, prospectuses and registration forms, proxy statements, interim financial reports, financial and operating forecasts, budgets, planned tax returns, etc.
2 Assets
Cash;
Receivables include accounts receivable, notes receivable, the company’s bad debt provision policy, and bad debts in the past few years. Account losses, returns and discount provisions in the past few years;
Investments, including securities investments and other investments;
Inventory (raw materials, work in progress) classified by product line and manufactured goods);
Plant, property and equipment, including the location of the land, date of acquisition, cost, quantity, basis of valuation, location, description, useful life, original cost, accounts of the plant and equipment Face value, replacement cost, accumulated depreciation, depreciation method, estimated continued useful life; other assets, including goodwill, deferred expenses, research and development, organizational expenses, copyrights, patents, trademarks, brands, etc., describe and analyze them nature, amortization policy, rights of use and liens, etc.
3 Liabilities, including accounts payable, accrued liabilities, notes payable (payee, interest rate, amount, payment schedule), long-term liabilities (payee, interest rate, amount, payment schedule) form and other instructions), etc., and obtain a loan agreement.
4 Potential unaccounted liabilities need to be considered related to products, sales, employees, and the environment.
5Contingent liabilities include leases, litigation, loan guarantees and unexecuted contracts.
6 Shareholders' equity - net capital value, including the types of various types of stocks, the number of approved shares, the number of outstanding shares, voting rights, dividends, as well as the conditions of outstanding warrants and options, major owners, Market price range, etc.
7 Accounting policies:
Summary of important accounting policies and accounting procedures;
Whether there have been any major changes in accounting policies in the past few years;
Whether the basis of the interim financial report and the annual report are consistent;
Whether it is consistent with the acquirer's main accounting policies;
Whether there are accounting policies that are different from the actual industry.
8 The impact of inflation or deflation on business operations and financial conditions:
The impact on financial statements;
Check the company's ability to operate in an inflationary environment ability.
9 Financial statement ratio analysis.
IV. Financial reporting system and accounting procedures and controls
1 Obtain a copy of the key management personnel’s report;
2 An explanation of the management personnel’s report (by whom prepared, date of report, reason for report).
3 Whether performance reports are prepared for all major areas of accounting responsibility.
4 How the financial and management reporting system operates, and the interrelationship between subsidiaries, divisions, departments and the company headquarters.
5 Internal Control:
Obtain the company's policies and procedures manual and how to implement and comply with these policies and procedures;
Obtain a certified public accountant's review of the company's accounting procedures and internal control memoranda;
The composition, policies and procedures of the internal audit department, and obtain internal audit reports in the past few years;
Obtain other important documents related to internal audit;
Obtain the meeting minutes of the Audit Committee;
Discuss the above information with management to evaluate the overall internal control environment and note any major deficiencies.
6 Computer usage, the 2000-year problem.
7 Insurance, obtain information related to valid insurance policies.
8 The enterprise’s long-term budget plan (procedures and goals).
9 Other important issues related to financial reporting, accounting procedures and controls.
5. Taxes
1 Applicable taxes include local and central government value-added tax, business tax, income tax, property tax and other taxes that enterprises should pay.
2 Tax inspections carried out by the tax authorities;
Any specific industry considerations, including allowance for depletion, specific tax incentives or exemptions.
3 Whether there are controversial tax issues;
4 Is tax planning performed internally or by external accountants;
Whether the company has utilized all the funding available Tax savings;
Whether the company maintains sufficient tax basis records.
5 Other tax considerations.
6. Organization, human resources and labor relations
1 Organization chart, whether the organizational structure is consistent with short-term and long-term business needs.
2 Main managers:
Their names, positions, ages, years of service in current positions, past business experience, education procedures, remuneration and whether they have signed an employment contract ;
Whether the company's business depends on a certain key personnel;
Whether a compensation plan is being implemented to attract high-quality talents, and whether the salary level is competitive;
< p>Whether the company’s key managers or directors are involved in pending litigation or violations;3 Employee benefits:
Pension and medical insurance;
Profit sharing plan , bonus distribution, incentive and compensation plans;
Other benefits, pensions, severance pay;
Holiday policy;
Stock options;
< p>Medical and life insurance expenses after retirement;Others.
4 Union agreement, union name, management of members, number of employees included, agreement validity period, effective date, and other important terms.
5 Labor relations:
History of strikes;
Dissatisfaction and arbitration awards;
Anticipated labor contract issues;
Changes that may occur after the acquisition.
7. Marketing and Products
1 Main production lines:
Sales or operating income and gross profit in the past few years;
Estimated sales or operating income and gross profit for the year;
The expected profitability of the total backlog of orders and the backlog time of important backlog orders;
Details of the region;
Assign channels and customer types.
2Main products
Name, price, quality, accessories and main raw materials, customer service, product life cycle, market size, market share, franchise protection, patent and trademark protection , technology sensitivity, competitive strategy evaluation, future plans;
Investment date;
Important changes;
Inventory volume and turnover rate (historical sum forecast);
Distribution methods;
Past product returns;
Annual production capacity;
Advertising and promotion methods;< /p>
Customer-related information;
The degree of difference between the product and similar products.
3 Competitor-related information (historical and forecast), including the names, locations, product sales, estimated market share, estimated gross profits, overall strategies and goals of these companies, and specific advantages and disadvantages.
4 Product pricing:
How the company and its competitors formulate pricing policies and auction policies;
Unit product prices of main products;
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The frequency of price changes and their magnitude;
The elasticity of product demand and promotion;
The ability of the industry to meet current and future product demand;
Whether the cost increase can be passed on;
Whether the company is sensitive to industry price changes;
Whether there is a price leader and which company is the price leader.
5 Marketing and sales organization, including the company’s marketing and sales strategy and organization chart.
6 Marketing and sales personnel:
Resume of key personnel;
Remuneration of marketing and sales personnel, including wages, commissions, bonuses, etc.;
The company's training plan;
Whether rewards, indicators and other methods are used to increase sales.
7 Sales plan:
How the plan is formed;
Is the regional distribution and market segmentation consistent?
Usage Sales reports and external information.
8 Advertising expenses
9 Public relations:
The company has a public relations department, or uses external public relations consultants;< /p>
Does the company have a public relations plan?
Who does the company's public relations plan target, that is, shareholders, the press, the financial community, etc.
10. The company’s business philosophy in new product promotion and advertising, and whether it implements special plans to create new market opportunities and expand existing markets.
11 Competitive position:
Evaluation of the company’s current position and predicted future position;
Competitive advantages and disadvantages of the company;
< p>Factors that help achieve corporate goals;Factors that hinder companies from achieving goals;
Key factors for success and the biggest threats to success;
Eight , processing, manufacturing and distribution
1 Production enterprise, including name, location, construction date, owned or leased, cost, book value, estimated remaining useful life, annual production capacity, employees, current Conditions, production capacity utilization, other uses.
2 Main mechanical equipment, including cost, age, accumulated depreciation, depreciation rate, replacement cost, location, production capacity utilization, etc.
3 Processing and manufacturing process:
Type of manufacturing process (mass production, batch production can be produced according to orders);
Key components in the manufacturing process ;
Main operations and their nature;
The degree of standardization of finished products and components;
Existing plans to improve the degree of standardization and ensure quality management;
The time composition of the total production cycle (preparation time and processing time);
Whether subcontracting arrangements are used;
Productivity;
< p>Comparison of production efficiency with competitors;Whether the factory layout is efficient.
4 Purchasing:
Purchasing procedures;
Main suppliers, including name, location, material type, unit price, and their respective supply volume relative to the total purchase volume Percentages, special conditions
Conditions;
Economic conditions of the industry in which the supplier operates;
The possibility of shortages of important raw materials, supply interruptions and price fluctuations;< /p>
Any long-term supply contracts and mutual purchase agreements;
Internal corporate purchases.
5 Maintenance and repair.
6 Distribution, including physical distribution methods and transportation facilities used.
7What management techniques are used in manufacturing processes and inventory management.
9. Research and Development (R&D)
1Main projects:
Projects completed in the past 5 years, including costs and actual or estimated benefits ;
Currently ongoing projects, including estimated cost, completion time, and benefits;
Planned future projects, including estimated cost, time, and benefits.
2 Any important products that competitors have recently developed or are developing.
3 A company’s plan to develop new products or improve old products to meet the needs of existing customers in existing markets or potential markets.
4 Brief introduction of the main researchers, including name, salary, background, and whether they are technically competent.
5 Overview of facilities and experiments.
6 Whether the budget can maintain or improve the company's competitive position, R&D expenses as a percentage of sales.
7 Compare with competitors' R&D expenses and industry average R&D expenses.
8 The status of patents, trademarks, etc.
9. Whether the enterprise protects the exclusive ownership of all R&D projects in the domestic market and international markets.
10. Financial Ratios
Financial ratios are often used to help evaluate companies seeking to acquire.
If the acquirer wants to use these ratios, it should answer the following questions:
1 Calculate the ratios for each year;
2 Identify and explain important trends and changes between ratios situation;
3 Compare with industry average ratios and major competitors, and explain the reasons for the differences between them;
4 Check the calculation process to ensure that important factors have been considered and disclosed non-recurring items.