What information is generally required for financial due diligence

Part I: General Information

1. Establishment and History of the Company

1.1 Industrial and commercial records of the company and its subsidiaries (if there are any branch offices, please provide them as well)

1.2 Project proposals and feasibility study reports at the time of the establishment of the company

1.3 Documents of governmental approvals at the time of the establishment of the company

1.4 The previous reports of capital verification and asset valuation of the company

1.5 The current validity of the company's Business License and all of its previous validity. Capital Verification Report and Asset Appraisal Report

1.5 The Company's current valid and all ever-effective Business License for Enterprise Legal Person

1.6 The Company's Basic Account Opening License

1.7 The Company's financial reports audited by accounting firms for the last three years, and financial statements of the most recent period (e.g., January-September 2020)

2. Shareholders

2.1 A chart of the current share capital structure of the company, disclosed to the actual controller (including the name of shareholders, shareholding ratio/amount/type, and domicile)

2.2 Business licenses or identification documents of the company's shareholders and actual controllers

2.3 If the company's shareholders are corporate legal entities, please provide the basic industrial and commercial information sheets of such shareholders

2.4 Restriction of rights or burden of rights such as pledge/seizure of the company's equity

2.5 Shareholding by the company's directors, senior management, and employees

2.6 Whether there is any discrepancy between nominal and actual shareholders in the company's shareholders' structure such as equity trusts, hidden shareholders, and nominal and actual shareholders in the company's shareholding structure

2.7 Any definition or restriction of the company's shareholders' rights ( including any restrictions on voting rights, the right to appoint directors, and the declaration or payment of dividends), including voting proxies, voting trusts, equity trusts, or proxies that are still in effect

3. Corporate Governance Structure

3.1 Organizational chart of the Company, with a brief description of the functions of each department Please provide a copy of the minutes of the meeting of the general manager's office of the Company or a similar document

3.2 Rules of Procedure of the Shareholders' Meeting, Board of Directors and Supervisory Committee of the Company currently in force and once in force

3.3 Basic information of the Shareholders' Meeting held on previous occasions since the establishment of the Company, and all the resolutions and minutes of the meetings

3.4 Resolutions and minutes of the Board of Directors' Meetings since the establishment of the Company

3.5 Resolutions and minutes of the Supervisory Committee of the Company since the establishment of the Company

3.6 Minutes of meetings of the general manager's office of the Company or similar documents

3.7 List of the Company's current chairman/executive director, director, general manager, deputy general manager, and person in charge of finance

3.8 Documents of the Company's internal decision-making for the appointment of the current chairman/executive director, director, general manager, deputy general manager, and person in charge of finance

3.9 Financial management, Fund Dispatch, Cash Management and Other Related Regulations

4. Foreign Investments and Branches of the Company

4.1 List of All Branches of the Company

4.2 Business License of All Branches of the Company

4.3 List of All Foreign Invested Companies of the Company

4.4 Relevant Documents of Each Foreign Invested Company of the Company

4.5 The Company's Internal Decision-Making Documentation

4.5 Documents of the company's foreign investment approved by its internal decision-making department

5. Business qualifications of the company

5.1 Valid licenses and permits involved in the company's business scope

5.2 Certificates of qualifications and licenses for the company's business

6. Real estate owned by the company

6.1 List of land use rights and house ownership owned by the company and its branches List of land use rights and property rights of houses owned by the Company and its branches

6.2 State-owned land use rights transfer contract and its supplemental contract, bidding, auction and listing documents, and all other agreements and memorandums related to the acquisition of land use rights

6.3 Proof of payment of the land use rights transfer premiums, deed tax payment certificates, compensation for demolition and relocation, municipal support fees, and other fees related to the transfer of the land

6.4 Certificates of property rights of land use rights and houses

6.5 Certificates of property rights of the buildings on the site, survey and mapping forms, lists of ancillary equipment, standard floor plans, and rental certificates of the houses, etc.< /p>

6.6 Any other documents relating to the land use rights

6.7 Project proposals and feasibility study reports of the works in progress or proposed to be constructed, as well as their approvals

6.7 Project proposals and feasibility study reports of the works in progress or proposed to be constructed, and their approval

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6.8 The site selection opinion and land prequalification report of the construction or proposed construction project

6.9 The engineering construction procedures of the construction or proposed construction project; the environmental impact assessment report and its approval

6.10 The approval of the relevant planning scheme, preliminary design and construction drawing design documents of the construction or proposed construction project (including the main construction works, ancillary works and the pipeline network within the land plot) Documents

6.11 Construction land use planning permit for the construction works under construction or proposed construction works

6.12 Construction works planning permit for the construction works under construction

6.13 Construction works construction permit for the construction works under construction

6.14 All other governmental approvals related to the construction works under construction or the proposed construction works, including, but not limited to, the fire protection (design approval, etc.) , health epidemic prevention, transportation, greening, civil defense, earthquake resistance, pipeline management (municipal) and other departmental approvals related to the Project

6.15 Municipal supporting agreements, public building supporting agreements, etc.; documents related to the implementation of the Project's water, electricity, communications, etc.

6.16 Proof of other rights to land (property)

6.17 Mortgage contracts involving the Company's immovable property and its loan contracts

6.18 Please provide a list of documents of the company's leased-in or leased-out properties

6.19 Lease contracts

6.20 Proof that the lease contracts have been filed with the relevant competent authorities

6.21 Certificate of title to the real estate of leased properties

7. Movable and intellectual property owned by the company

7.1 Detailed fixed assets of the Company as of the due diligence reference date (e.g., September 30, 2020)

7.2 List of intellectual property rights owned by the Company (including but not limited to: trademarks, patents, patent application rights, copyrights, domain names, etc.) and their documents proving ownership

7.3 List of intellectual property rights for which the Company is in the process of filing applications, and documents of relevant registration applications filed by relevant departments of the Administration of Industry and Commerce and the State Intellectual Property Office

7.4 The company's development, transfer or license agreements in relation to the intellectual property rights

7.5 The existence of mortgages, pledges, liens and other guarantees or restrictions on the rights of the company's assets (movable and intellectual property rights)

7.6 The originals and photocopies of the real estate certificates and the vehicle license certificates

8. p>8. Material Debts and Obligations of the Company

8.1 Loan contract ledgers or schedules, all RMB loan contracts of the Company currently in force, with updated repayment details

8.2 Guarantees, mortgages and guarantee documents currently in force, with updated details

8.3 Other borrowing/financing documents currently in force

8.4 Copy of bank loan card, credit report

8.5 Registration of External Guarantee and Feedback Form on External Guarantee

8.6 Please state any event which has occurred which has actually or potentially resulted in:

(1) any loan or debt not yet due for repayment, which is required to be repaid earlier, or

(2) the exercise by any creditor of his/her rights under the security documents. (2) any creditor exercising his rights under a security document, or claiming under any guarantee or indemnity or warranty

8.7 Any indemnity document entered into by the Company

8.8 All contracts of significance entered into by the Company in the last two years or entered into prior to that date but not yet completed (whether or not in writing or having the force of law), including, in particular:

(1) any contract with a contract value in excess of RMB500,000 contracts

(2) any contract with a contractual validity period of more than one year

(3) contracts containing significant obligations or restrictions of a special or unusual nature

(4) agreements or arrangements not made on normal terms or in the ordinary course of business

(5) any other contract or arrangement which may materially affect the Company's financial or operating condition Details of

9. Connected Transactions and Interbank Competition

9.1 Information on Connected Transactions between the Company's Shareholders and the Company for the Last Two Years

9.2 List of Connected Parties (Including Companies and Individuals)

9.3 Information on Connected Transactions between the Company's Effective Controllers and the Company for the Last Two Years

9.4 Information on Connected Transactions between Companies controlled by the Company's Shareholders and the Company Information on connected transactions in the last two years between companies controlled by shareholders of the Company and the Company

9.5 Information on connected transactions in the last two years between companies in which the Company has a controlling interest or participation and the Company

9.6 Information on connected transactions in the last two years between the Company's Directors, Supervisors, executives, and their family members (parents, spouses, brothers and sisters of the abovementioned persons, children who have reached the age of 18 years, parents of the spouses, spouse of the children, siblings of the spouses, spouses of the brothers and sisters of the above mentioned persons) and Company in the last two years

9.7 Information on connected transactions between companies directly or indirectly controlled by the Company's directors, supervisors, executives and their family members and the Company in the last two years

9.8 Competition between the Company's shareholders and the Company in the same industry

9.9 Competition between the Company's de facto controllers and the Company in the same industry

10. Environmental protection and product quality

10.1 Opinions issued by the product quality department on the company's products or services in the last two years Opinions issued by the product quality department on the issuer's products or services in the last three years (e.g., acceptance reports on the completion of real estate projects)

10.2 Opinions issued by the environmental protection authorities on the issuer's compliance of its production and business activities with the relevant environmental protection requirements Opinions issued by environmental protection authorities on whether the issuer's production and operation activities comply with the relevant environmental protection requirements

11. Litigation, Arbitration, and Administrative Penalties

11.1 Information on civil or economic litigation and arbitration cases pending against the Company, its directors, or executives

11.2 Information and relevant information on criminal proceedings or administrative penalties imposed on the Company, its directors, or executives in the last two years

11.3 Information and relevant information on the Company, its directors, or executives in the last two years

12. Labor and Personnel

12.1 Educational background, work experience and part-time jobs of the Company's directors, supervisors and senior management personnel

12.2 Written service contracts signed between the Company and its directors or senior management personnel

12.3 Agreements on remuneration of the Company's directors or senior affiliates and actual payment of remuneration

12.4 The Company's financial statements and the financial statements of the Company's directors and senior management personnel

12.5 The Company's financial statements and the financial statements of the Company's directors and senior management personnel Payment of remuneration

12.4 Explanation of changes in the directors and senior management of the Company in the last two years

12.5 Sample of labor contract for ordinary employees and labor employment filing registration (front and back)

12.6 Labor dispatch contract signed between the Company and a labor dispatch company, and proof of payment of relevant fees by the Company to the labor dispatch company

12.7 Written service contract signed by the Company with a labor dispatch company, and proof of payment of relevant fees by the Company to the labor dispatch company

12.8 Written contract signed by the Company with a labor dispatch company

12.7 List of basic information of employees

12.8 Employee handbook

12.9 Social insurance registration as well as information on payment of social insurance (including medical insurance, retirement insurance, unemployment insurance, maternity insurance, work-related injury insurance, etc.) and housing provident fund

12.10 Labor permits and residence permits for expatriate employees

12.11 Introduction to basic documents of trade union organizations (e.g., collective agreements, etc.

12.12 Any documents related to labor disputes

12.13 Other labor and personnel documents

13. Taxes and financial subsidies

13.1 Shareholders' contracts and/or documents related to profit distribution and fixed returns

13.2 Annual tax returns, tax payment statements, and tax payments for the last two years

13.3 Annual tax returns and tax payments for the last two years

14. Annual tax statements and tax returns for the last two years

13.3 Approvals from tax authorities regarding tax liabilities or exemptions, and a description of actual or potential changes in current tax incentives

13.4 Approvals from the government regarding investment incentives (refunds)

13.5 A list of the major types of taxes payable at the present time, a list of the rates of taxes in effect, and a description of tax incentives

13.6 Outstanding liquidations

13.6 Contracts and/or documents relating to profit distributions and fixed returns from shareholders

13.7 The following is an overview of the current tax system p>13.6 Data on outstanding tax liabilities, together with an indication as to whether there is any intention to pay all or any part of the outstanding amount, and whether it is intended that such member companies should be responsible for such payment and whether they have sufficient funds to do so.

13.7 Approval of any form of subsidies or preferential policies granted to the Company by the relevant state authorities

Part II Information relating to the Financial Statements

1. Money Funds

1.1 Accounting Statements for the months of December 2018, December 2019 and September 2020, the statement of balances of the accounts at the final level, the ledger (back-up of the account sets or take-downs)

1.3 The financial statements of the Company and its subsidiaries, and the financial statements of its subsidiaries and subsidiaries, as well as its subsidiaries and subsidiaries. /p>

1.2 Settlement list of opened accounts, credit report (detailed version of the People's Bank of China)

1.3 All bank statements (originals) for FY2018, FY2019 and January-September 2020, and if any are outstanding, please provide a balance reconciliation statement

2. Bills receivable

2.1 Bill register

3. Accounts receivable And other accounts receivable, prepaid accounts

3.1 Provide the contact details of the top ten customers with the largest balances as of September 30, 2020 and the top ten with the largest occurrences in FY2018, FY2019, and January-September 2020, including the address, zip code, phone number, fax number, and contact person. (One copy can be filled in for customers with duplicated contents)

3.2 Related-party fund transactions and loan contracts

4. Long-term investments

4.1 Provide relevant information of the investee unit in comparison with the "Comprehensive information", which at least needs to include the following information:

4.2 Investment agreement, articles of association, capital verification report, business license of the investee unit

4.3 Audit report of the investee unit for September 2018, 2019 and 2020

5. Fixed assets, construction in progress and intangible assets

5.1 List of fixed assets as of September 30, 2020, with at least the name, date of entry into the accounts, Useful life, salvage value, depreciation rate, recorded amount, accumulated depreciation, net value, etc.

5.2 Fixed assets that have been mortgaged are listed separately

5.3 Fixed assets with signs of impairment are indicated

5.4 Provide documents proving the ownership of all vehicles, such as driving licenses, etc.

5.5 In case of defects in the ownership of the vehicles, for example, vehicles registered in the name of an individual, the ownership of the vehicles must be certified by the company. vehicles under personal names, etc.

5.6 Inventory of fixed assets as of September 30, 2020

5.7 Real estate in fixed assets: See "I. General Information No. 6: Real estate owned by the Company"

5.8 For items such as intellectual property rights owned by the Company, see "I. General Information No. 6: Real estate owned by the Company"

5.9 For items such as intellectual property rights owned by the Company, see "I. General Information No. 6: Intellectual property rights owned by the Company". Intellectual property owned by the Company: See "I. Information in the Comprehensive Category 7. Movable Property and Intellectual Property"

5.9 List of major vehicles (including vehicle type, number, original value, and newness ratio)

6. Short-term and long-term borrowings

6.1 List of borrowings as of September 30, 2020 September 30, including the terms of borrowing, interest rate, term, method of borrowing (equity pledge), etc.

6.2 For other information to be provided, please refer to "I. Comprehensive Information 8. Significant Debts and Obligations of the Company"

7. Accounts Received in Advance

7.1 As of 2018 List of accounts receivable in advance as of December 31, 2018, December 31, 2019 and September 30, 2020, and the aging analysis table

7.2 Explanation of the reasons for the long-outstanding write-offs (with an aging of more than one year) as of the above mentioned cut-off dates

8. Employee compensation payable

8.1 Refer to "I. General information 12. Labor and personnel". Payroll roster, payroll table (by department and position), social security payment form

9. Taxes payable

9.1See "I. General information 13. Tax and financial subsidies"

9.2If the competent tax authority has conducted a tax inspection of the company, please provide the tax inspection Opinion letter

10. Capital surplus

10.1 Explanation of the reasons for the formation of each capital surplus from the date of the Company's incorporation to September 30, 2020, and provide the original documents

11. Revenue from main business and cost of main business

11.1 Revenues in FY2018, FY2019, and January-September 2020 Gross profit analysis table by cost classification, point of time of revenue recognition

11.2 Statistics or distribution chart of revenue by region

11.3 Cost accounting method

12. Matters not directly reflected in the current financial statements but will have a significant impact on the enterprise

12.1 Detailed information on operating lease commitments

12.2 Capital commitments Detailed information. (Please provide relevant fixed asset purchase contracts and capital expenditure plans approved by the Board of Directors)

12.3 Information on other contingent liabilities, such as guarantees provided to others and unused letters of credit, etc.

12.4 Detailed information on all related transactions, please show the names of related parties, the nature of the transactions, and the amount of the transactions. Please also provide related company statements and reconciliations

Part III Business Information other than Financial Statements

1. Supply

1.1 Major raw materials and other auxiliary materials required by the Company in its business, including their uses and their proportion in the demand for raw materials

1.2 Purchases and settlements by major suppliers of the above-mentioned raw materials

1.3 Proportion of raw materials supplied by each supplier in the Company's total purchases

1.4 Consumption of major energy sources by the Company and local availability of such energy sources

2. Sales

2.1 Major types of the Company's business and the method of recognizing revenues

2.2 Distribution of sales management and distribution of the sales network

2.3 The company's main measures and marketing tools to expand sales

2.4 The structure of sales personnel, including the number of people, work experience, division of labor, etc.

2.5 The company's main incentives for sales personnel

2.6 What kind of after-sales service the company provides to customers, and how it is arranged

2.7 The company's credit policy, the proportion of the credit portion to the gross sales 2.7 The company's credit sales policy, the proportion of credit sales to total sales; whether there have been any bad debts in the company's history, and what is the proportion of the actual amount of bad debts to accounts receivable each year; and the situation and reputation of the main credit sales customers

2.8 The company's advertising strategy, the main media for advertisement and the proportion of advertisement expenses in each media, the total amount of advertisement expenses each year and its growth, and the proportion of the total advertisement expenses to the company's total expenses

3. Industry and Competitors

3.1 The development of the industry in recent years

3.2 The relevant national industrial policies for the industry, the impact of the current relevant policies on the industry's management measures, and possible policy changes in the future

3.3 The degree of competition in the industry's market, and an introduction to the main competitors in the same industry

4. Competitors

4.1 A list of the Company's major competitors in the market in the same region and the main information of the major competitors, and the respective market share of the Company and the major competitors in the domestic and international markets

4.2 The Company's current major operational, management, competitive, market and technological advantages compared to its competitors in the same industry

4.3 The degree of sophistication, maturity, characteristics, performance and advantages of the technologies currently used by the Company