Software is the soul of computer. A computer without software is like a tape recorder without tape, a video recorder without video tape, and it is no different from scrap iron. Using different computer software, computers can accomplish many different tasks. It makes the computer have extraordinary flexibility and versatility. It is for this reason that any action of the computer can not be separated from the instructions arranged by people. A series of instructions compiled by people for a certain need are called programs. This program, together with related explanatory materials, is called software. A computer with software becomes a complete computer system.
Computer software is generally divided into two categories: application software and system software.
Application software is software specially compiled for application purposes, such as:
1, word processing software
Used to input, store, modify, edit and print text materials, such as WORD and WPS.
2. Information management software
Used to input, store, modify and retrieve all kinds of information, such as payroll management software, personnel management software, warehouse management software, planning management software, etc. After this kind of software develops to a certain level, individual softwares are connected with each other, and computers and managers form a harmonious whole, in which all kinds of information flow reasonably, forming a complete and efficient management information system, referred to as MIS.
3. Aided design software
It is used to draw and modify engineering drawings efficiently, perform routine calculations in design, and help people find a good design scheme.
4. Real-time control software
It is used to collect the running status information of production devices, airplanes, etc. On this basis, automatic or semi-automatic control is implemented at any time according to the predetermined scheme, so as to complete the task safely and accurately.
Software location
With the rapid development of IT industry, various IT posts are becoming more and more popular. At present, the positions of application software mainly include: software development engineer, network software engineer, system engineer, pre-sales support consultant, technical support engineer, software sales engineer, software testing engineer, quality manager, product marketing manager, project implementation engineer, channel manager, system architect, IT system and network expert and pre-sales consultant. .....
A software company is a comprehensive operating entity and needs a perfect internal organizational structure. At the same time, due to the different use of software, the organizational structure will also change accordingly. For example, a software outsourcing company will have relatively few components and more "technology-intensive" management structures in its organization.
Many software engineers think programming is boring. In fact, the more and more important work of software engineers is requirement analysis and architecture design, which is a very creative work. They often have to contact many different enterprises or business units to understand various operation and management processes.
Software talents
The key for software enterprises to maintain their competitive advantage in such a rapidly developing IT industry is to have a large number of talents with new IT application technologies and innovative thinking. Everything has two sides. In today's society, both software talents and IT software application talents are needed. If you want to engage in software work, you must have: good professional quality, communication skills, expression skills, interpersonal skills, collaborative work ability, independent work ability, rich practical experience, project experience and industry experience. .....
No matter where we are, computers are more and more closely connected with us. Whether you want to be an IT talent or not, whenever you use a computer, you need to master computer application software. People's ability is improved through continuous accumulation. As long as you believe in yourself, you will be able to successfully move towards the IT kingdom!
First, the basic situation of the target enterprise
1 Distribution of enterprise name, legal address, daily business address, business scope, main processing and sales departments.
2. Time of establishment and nature of the enterprise.
3 Ownership structure (major shareholders and shareholding ratio).
4. Information of investors (shareholders) and directors.
Information about external consultants (including lawyers, accountants, banks, etc.). ).
Overview of the enterprise (including all major business departments, organizational structure, products or services developed by the company).
A brief history of enterprise development (changes in ownership and main business).
8. The purpose of selling the enterprise and related information:
Why do you want to sell the enterprise company;
Who is responsible for matters related to the sale of enterprises;
Whether there is a minority equity that may affect the transaction;
What are the payment terms of the proposed acquisition;
Tax objectives of the seller and its shareholders;
Expected accounting and tax treatment;
Who will pay the commission of the information broker, how much and when?
9 management personnel:
Reputation of major shareholders, directors and managers;
Whether the labor contract will continue to be valid after the enterprise is acquired;
Whether the senior staff, directors and major shareholders of the enterprise are involved in pending litigation;
Will the acquisition of the enterprise lead to the termination of the contract, the loss of key customers or the resignation of contract employees?
10 The latest development and changing trend of enterprises and their industries.
1 1 Future plans of the company, and obtain meeting minutes, business plans, forecast reports and budget reports of the company in the past few years.
12 "related household" business that has a significant impact on enterprise operation.
13 major litigation, pending or potential.
Government restrictions and control.
15 cyclical factors affecting enterprises.
16 credit and securities credit rating.
17 Main external forces affecting enterprise development.
18 Other remarks.
Second, the industry analysis
1 industrial structure:
Number of enterprises by scale;
Industrial concentration;
M&A trend;
Regional layout;
Product line;
Distribution channels;
Degree of integration;
Barriers to entry for new companies.
2 industrial growth:
Past annual growth rate (sales, profit, market share);
Estimated future annual growth rate (sales, profit, market share);
Factors affecting growth (demographic trends, overall economic trends, disposable income, interest rates, industrial 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 factors, etc.). );
3 competition:
The competition of other enterprises in the same industry and their competitive strategies;
Key factors affecting success;
Barriers to entry;
The main threat to success.
4 Major customers and suppliers in the industry:
List the main industries that supply products to them;
Whether there are new customers and suppliers with great growth in the last five years;
Whether there is a development trend of forward integration suppliers and backward integration customers;
Whether it depends on a few customers or suppliers.
5 labor force:
Whether there is enough skilled labor force and perfect community service;
Whether the regional wage rate is competitive in the industry;
Whether there have been any recent trade union negotiations or amendments to labor agreements;
Degree of industrial unionization.
6 degree of government control.
Patents, trademarks, copyrights, etc. -It's important for enterprises in this industry.
Other information includes all kinds of information obtained from periodicals, newspapers, industry association announcements, enterprise-related documents, securities research reports and government statistics.
Three. Financial and accounting information
1 financial statements, including annual and interim balance sheets, income statement, statement of changes in financial position and cash flow, comparative financial statements of major business departments, product lines and regional branches, prospectus and registration form, power of attorney, interim financial report, financial and business forecast, budget and planned tax returns, etc.
2 assets
Cash;
Accounts receivable include accounts receivable, bills receivable, the company's bad debt reserve policy, bad debt losses in the past few years, and the withdrawal and discount reserve in the past few years;
Investment, including all kinds of securities investment and other investments;
Inventory by product line (raw materials, semi-finished products and finished products);
Plant, property and equipment, including land location, purchase date, cost, quantity, valuation basis, location, description, service life, original cost, book value, replacement cost, accumulated depreciation, depreciation method and estimated continuous service life; Other assets, including goodwill, deferred expenses, research and development, organization expenses, copyrights, patents, trademarks, brands, etc. , describe and analyze their nature, amortization policy, right to use and lien, etc.
Liabilities, including accounts payable, accrued liabilities, notes payable (payee, interest rate, amount, payment schedule), long-term liabilities (payee, interest rate, amount, payment schedule and other explanations), etc. And get a loan agreement.
4 Potential unlisted debts related to products, sales, employees and the environment should be considered.
5 Contingent liabilities, including leases, lawsuits, loan guarantees and unenforceable contracts.
Shareholders' equity-net capital value, including the types of various stocks, the number of approved shares, the number of issued shares, voting rights and dividends, as well as the conditions, main owners and market price range of warrants and options.
7 accounting policies:
A summary of significant accounting policies and procedures;
Whether there have been any major changes in accounting policies in the past few years;
Whether the interim financial report is consistent with the annual report;
Whether it complies with the major accounting policies of the acquirer;
Whether there is an accounting policy different from the actual situation of the industry.
8. The influence of inflation or deflation on the operation and financial status of enterprises:
Impact on financial statements;
Check the company's operating ability in an inflationary environment.
9 ratio analysis of financial statements.
Four, the financial reporting system and accounting procedures and control
1 Obtain a copy of the report of key management personnel;
2. Description of the manager's report (who wrote the report, the date of the report, and the reason for the report).
Whether to prepare performance reports in all major areas of accounting responsibility.
4. How the financial and management personnel report system works, and the relationship between subsidiaries, branches, departments and corporate headquarters.
5 Internal control:
Obtain the enterprise's policies and procedures manual and how to implement compliance with these policies and procedures;
Obtaining the memorandum of certified public accountants on enterprise accounting procedures and internal control;
The composition, policies and procedures of the internal audit department, and the internal audit reports of the past few years;
Obtain other important documents related to internal audit;
To obtain the minutes of the meeting of the audit Committee;
Discuss the above information with management, evaluate the overall internal control environment, and pay attention to any major defects.
6. The use of computers, the year 2000 problem.
7. When applying for insurance, obtain relevant information of valid insurance policies.
Long-term budget plan (procedures and objectives) of the enterprise.
9 other important issues related to financial reporting, accounting procedures and control.
Verb (abbreviation for verb) taxes.
1 Applicable taxes include local and central government value-added tax, business tax, income tax, property tax and other taxes payable by enterprises.
2. Tax inspection conducted by tax authorities;
Any specific industry consideration, including allowance and consumption reduction, specific tax preference or reduction.
3 whether there is a controversial tax issue;
4 whether tax planning is implemented internally or externally by accountants;
Whether the enterprise has used all the tax savings;
Whether the enterprise has kept enough tax base records.
5 Other tax considerations.
Organization of intransitive verbs, human resources and labor relations
1 organization chart, whether the organization structure meets the short-term and long-term business needs.
2 main managers:
Their names, positions, ages, working years in their current positions, past industrial and commercial experience, education and remuneration, and whether they have signed a labor contract;
Whether the business of the enterprise depends on a key person;
Whether the salary scheme is being implemented to attract high-quality talents and whether the salary level is competitive;
Whether the main management personnel or directors of the enterprise are involved in pending lawsuits or illegal acts;
3 employee benefits:
Pension and medical insurance;
Profit sharing scheme, dividend distribution, reward and reward scheme;
Other welfare, pension and severance payment;
Holiday policy;
Stock options;
Medical and life insurance expenses after retirement;
Others.
Trade union agreement, trade union name, member management, number of employees included, validity period of the agreement, effective date and other important terms.
5. Labor relations:
Strike history;
Dissatisfaction with and arbitration award;
Anticipated labor contract issues;
Possible changes after the acquisition.
Seven. Marketing and products
Main production lines of 1:
Sales or operating income and gross profit in the past few years;
Estimated sales or operating income and gross profit for this year;
The expected profitability of total backlog orders and the backlog time of important backlog orders;
Details of the area;
Distribution channels and customer types.
2 main products
Name, price, quality, accessories and main raw materials, customer service, product life, market size, market share, franchise protection, patent and trademark protection, technical sensitivity, competitive strategy evaluation and future plans;
Date of investment;
Important changes;
Inventory and turnover (history and forecast);
Distribution mode;
Past product returns;
Annual production capacity;
Advertising and promotion methods;
Information about customers;
Degree of difference between products and similar products.
Information about competitors (historical and predicted), including name, location, product sales, estimated market share, estimated gross profit, overall strategy and objectives of these enterprises, and specific advantages and disadvantages.
4 product pricing:
How do our company and competitors formulate price policies and auction policies?
Unit product price of main products;
The frequent process of price change and its range of change;
Product demand and promotion flexibility;
The ability of the industry to meet the current and future product demand;
Whether the cost increase can be passed on;
Whether the enterprise is sensitive to changes in the price of industrial products;
Whether there is a price leader and which enterprise is the price leader.
5. Marketing and sales organization, including the marketing and sales strategy and organization chart of the enterprise.
6 Marketing and sales personnel:
Resumes of key personnel;
Remuneration of marketing and sales personnel, including wages, commissions and bonuses;
The training plan of the enterprise;
Whether to use incentives, indicators and other methods to increase sales.
7 sales plan:
How the plan was formed;
Whether the regional distribution is consistent with the market segmentation;
Use of sales reports and external information.
8 advertising expenses
9 public relations:
Enterprises set up public relations departments or use external public relations consultants;
Whether the enterprise has a public * * * relationship plan;
Who does the enterprise public-private relationship plan point to, that is, shareholders, press, financial circles, etc.
10 enterprise's business philosophy in new product promotion and advertising, whether to implement special programs to create new market opportunities and expand existing markets.
1 1 Competitive position:
Evaluation of the present situation and predicted future situation of the enterprise;
Advantages and disadvantages of enterprises related to competition;
Factors that help to achieve enterprise goals;
Factors that hinder enterprises from achieving their goals;
The key factors of success and the biggest threat to success;
Eight, processing, manufacturing and distribution
1 production enterprise, including name, location, construction date, ownership or lease, cost, book value, expected remaining service life, annual production capacity, employees, current situation, capacity utilization rate and other purposes.
Main machinery and equipment, including cost, service life, accumulated depreciation, depreciation rate, replacement cost, location, production capacity utilization rate, etc.
3 Processing and manufacturing process:
Manufacturing process type (mass production, mass production can be produced according to orders);
Key components in the manufacturing process;
Main business and its nature;
Degree of standardization of finished products and components;
Existing plans to improve standardization and ensure quality management;
Time composition of the total production cycle (preparation time and processing time);
Whether to use subcontracting arrangements;
Productivity;
Compared with the production efficiency of competitors;
Whether the factory layout is efficient.
4 procurement:
Procurement procedures;
Major suppliers, including name, location, material type, unit price, the percentage of their respective supplies in the total purchase volume and special items.
Pieces;
The economic situation of the supplier's industry;
The possibility of shortage of important raw materials, supply interruption and price fluctuation;
Any long-term supply contract and mutual purchase agreement;
Internal purchase.
5 Maintenance and repair.
6. Distribution, including physical distribution mode and transportation facilities used.
7 What management techniques are used in manufacturing process and inventory management?
Nine, research and development (R&; d)
Main projects of 1
Projects completed in the past 5 years, including costs and actual or estimated benefits;
Current project, including estimated cost, completion time and benefits;
Plan future projects, including estimating costs, time and benefits.
Any important products recently developed or under development by competitors.
3 enterprises to develop new products or improve old products to meet the needs of existing customers in existing markets or potential markets.
Brief introduction of the main researcher, including name, salary, background and technical ability.
General situation of equipment and experiment.
6 Whether the budget can maintain or improve the competitive position of the company, R&; D expenses as a percentage of sales.
7 R& and competitors; D average r&d cost and industry; Compared with the cost.
8. Status of patents, trademarks, etc.
9. Does the enterprise protect all R&D in the domestic market and the international market? Exclusive ownership of project d.
X. financial ratio
Financial ratios are usually used to help evaluate companies that may be acquired. If the acquirer wants to use these ratios, it should satisfy the following questions:
1 Calculate the ratio of each year;
2. Identify and explain important trends and changes between ratios;
3. Compare with the industry average ratio and main competitors, and explain the reasons for the differences;
Check the calculation process to ensure that important non-recurring items have been considered and disclosed.