The lawyer due diligence investigation report format

 

The due diligence report

The scope and purpose of due diligence

Investigation on the X company, is by the Limited by Share Ltd (according to AA "AA" ) client, AA and * * shareholders than ××× day * * signed the "equity transfer intent book" article * * and * * a based arrangements, in the due diligence attorneys submitted to the basic questions of * * company due diligence on the list.

Referred to as and definition

In this report, unless the context should be another explanation, otherwise the following abbreviations and terms have the following meanings (the following abbreviation for easy reading, and terminology in chronological order the first word phonetic alphabet):

"This report" refers to the * * * law firm in * * * * * day issued by a lawyer about * * company due diligence report.

"This" refers to the * * * law firm.

"The lawyer" or "we" refers to the * * * law firm lawyers legal due diligence.

"* * company " refers to the * * * *, a city administration of industry and Commerce in * * Province registered company, the registered number is bbbbbbbbbb.

The report referred to as, definition, contents as well as part of the headings are for convenience of reference only; unless the context should be other explanation, see some tips about all refer to the report of a part.

Methods and limitations

The following basic methods the due diligence of the:

Review of documents, data and information;

And * * company staff meetings and conversations;

To * * company confirmation;

Refer to other agencies of the due diligence team information;

Considering the related laws, policies, procedures and practices;

This report is based on the following assumptions:

All * * submitted to our documents are true, all submitted copy of the document instead of the original are consistent;

All * * submitted to our documents by the related parties authorized, signing and submitting;

All * * submitted to our document signature, seal is true;

Relevant facts all * * company for us to make this statement, guarantee, (whether written or oral, make) are true, accurate and reliable;

All * * submitted to our file if made it clear that the Chinese law other laws in the jurisdiction, is valid under the laws and constrained;

In fact, information and data relating to the description or citation law question is by * * * * * day * * available to us are limited by the provisions of the effective facts and data; and we will in due diligence, according to the Institute and the company signed a contract agreed, in accordance with the your instructions, according to the specific circumstances of the certain matters for tracking verification and validation, but does not guarantee whether certain things will change in the due diligence investigation.

Legal opinions and recommendations of the report are to report date, is as applicable law as the basis of Chinese.

The structure of this report

This report consists of introduction, text and appendix three parts. The introduction part mainly introduces the method of report scope and purpose, due diligence as and definition, survey and summary of key issues; in the main body of the report, one by one specific question nine aspects we will review and analysis, and gives the relevant legal opinions; report accessories include data and text provided by the X company the.

(a) the establishment and existence of X Company

1.1 The establishment of X Company

1.1.1      Ownership structure * * at the establishment of the company

* * in * * * * * day is set up, the registered capital of the application of x x x million yuan RMB, the capital contributions subscribed by all the shareholders and the proportion of investment:

The names of shareholders investment capital contribution ratio

X x x x x x million money * *%

X x x x x x million money * *%

X x x x x x million money * *%

A total of 100% × million

1.1.2      X company investment and capital verification

According to the latest business license of * * company, the registered capital of x x million yuan (paid x x million yuan).

1 according to the Zibo Branch letter limited liability accounting firms in * * * * * day issued by the inspection Zi letter word (2006) of Article XX number "capital verification report", * * company the first installment of × × × million yuan has been * * before * * * day by the three shareholders in the form of money paid.

2 according to the * * * limited liability firms in * * * * * day issued by the * * * the check word (2006) of Article XX number "capital verification report", * * company second stage investment x x million yuan has been * * before * * * day by the three shareholders in the form of money paid.

1.1.3      Legal evaluation of * * company contribution

According to the "company law" provisions of the people's Republic of China, the registered capital of the domestic limited liability company must pay full two years after the establishment of the company, according to * * company's articles of association, the x x million yuan registered capital was three years in the three place, the provisions of such practices and conflict "company law of the people's Republic of". According to the * * company officials stated, this method of X company capital system license by the local government, but the lawyers think, "the people's Republic of China Company Law" as the law passed by the National People's Congress, the local government has no right to make with the "company law of the people's Republic" against the policy, the law can not this kind of investment way up.

1.2 * * the company's equity evolution

1.2.1      * * equity transfer

According to the * * * * * day * * City Administration of industry and commerce enterprise change condition table, * * * * month * * * * day, the shareholders of the company Mr. XXX will hold its * *% of total equity transfer to * * *, * * * * * day, the change of shareholders in X city south of Administration for Industry and Commerce have completed the change of registration.

After the equity transfer, equity structure of X company as:

The names of shareholders investment proportion (million)

X x x x x x x x%

X x x x x x x x%

A total of 100% * * *

1.2.2The evaluation of the law changes the shareholders

The share transfer behavior of * * company in accordance with the provisions of the laws, regulations and regulatory documents, and has fulfilled the necessary legal procedures.

1.2.3      The basic situation of existing shareholders X Company

By the lawyers of verification, the existing shareholders of * * company into the following 2 natural person:

(1) shareholders XXX, male, ID No. x x x x x x x x x x x x X X.

(2) shareholders XXX, male, ID No. x x x x x x x x x x x x X X.

1.3 X company existence

1.3.1      X company existence

(1) the legal person business * * company currently holds * * City Administration of industry and Commerce in * * * * * day issued a registration number x x x x x x x x x x number of business license, registered capital of x x x million yuan (paid * * * yuan), the legal representative is * * *, the residence is located in the * * *, * * production, business scope.

(2) according to the inspection records of its business license, the company has in * * * * * day through the annual * * City Administration of industry and Commerce * * year.

1.3.2      The evaluation of the law * * the surviving company

According to the articles of association of X company and inspection data, the current legal continuation; but the term of operation of its business license of the * * * * * day to * * * * * day, according to its articles of association, the third instalment of investment contribution must be in the * * * * month * * recently completed therefore, the AA, in the 100% equity, should be in the * * * * month * * recently completed the remaining × million contribution obligations, otherwise X company existence will exist legal obstacles.

(two) the organizational structure and corporate governance structure of X Company

2.1 * * the articles of association of the company develop and modify

* * the articles of association of the company's three shareholders in the * * * * * day by * * company was first established for so far * *; according to the information provided by the company, * * * * * day, because the two stage investment x x million in place, * * company shareholders will be amended to charter seventh; then in the * * * day * *, because the shareholders equity transfer, * * company shareholders meeting on the articles of association of the second amendment.

2.2 The corporate governance structure of X Company

According to the * * company articles of association of the company, the company has a meeting of shareholders, directors and supervisors a a.

2.3 * * company directors, managers and other senior management personnel

* * company executive directors a, a board of supervisors, manager. Among them, * * * as executive director, * * * * * * company supervisors, manager of the company.

(three) X Company production equipment and intellectual property

3.1 * * company production equipment

According to the * * appraiser firm * * reviews word (2006) No. XX "assessment report", X Company production equipment to assess the value of x x yuan.

3.2 * * the company's intellectual property rights

According to the X company statement, which is not currently have any trademark, patent and proprietary technology, also did not put forward any trademark, patent application.

The lawyer did not get any * * company "business confidentiality agreement" or secret system of materials.

(four) land and real estate X Company

4.1Land use rights

4.1.1Land leasing

According to BB and CC Ltd in * * * * * day signed the "contract book", cc company to have the in * * * mu of land leasing * to a wholly owned subsidiary of BB use, for a period of 20 years, the rent for the x x million yuan, annual rent ceiling * x x million.

4.1.2Legal evaluation of land leasing

The lawyers think, the main lease land agreement BB and CC Co. Ltd. "contract" in as a wholly owned subsidiary of BB, and XX company is not a wholly owned subsidiary of BB, therefore, should be confirmed in writing to obtain CC Co. Ltd. this case. In addition, CC company will be no buildings or structures of the lease of land use right, there is no legal basis, there is doubt its legitimacy.

4.2The ownership of the house

4.2.1 housing conditions

According to the * * appraiser firm * * reviews word (2006) No. XX "assessment report", * * company owned buildings * * building, building area of * * square meters; structures and other auxiliary facilities * *; to assess the value of x x yuan.

According to the X company statements and the lawyers verification, * * all company property are not for the "real estate".

4.2.2Legal evaluation of housing conditions

The lawyers think, * * company did not apply for housing because housing procedures according to the provisions of the existence of legal obstacles, the handling of the.

(five) x company business

5.1 * * the company's business scope

According to the * * the city administration of industry and Commerce * * company currently held in * * * * * day issued a registration number x x x x x x x x x x x 's business license of enterprise legal person, its scope of business * * production, sales.

5.2 The license and the certificate of * * company holds

5.2.1 production and operation license

By this law review, * * * * * day, * * * * has issued by the chemical industry management office "chemical production enterprise approved documents", the proof of its production * * does not belong to hazardous chemicals.

5.2.2The relevant environmental protection acceptance

* * * * * * * * tons / year production project is supported by the local environmental protection department about agreed to acceptance of views on * * * day * *.

(six) the loan contract and guarantee of X Company

6.1Is fulfilling the loan contract

By the lawyers of the report issued by the verification, to date, no * * company is fulfilling the loan contract.

6.2Contract of guarantee

After the lawyer verification, to the report issued by the day, * * company no guarantee contract is fulfilled.

(seven) the tax issue X Company

According to the written description of * * company, the implementation of the tax items and tax rate for:

Value added tax (1)

According to the 17% payment.

(2) the income tax

According to the 33% payment.

(3) the city maintenance and construction tax

According to the 7% value added tax payment.

(4) additional education fee

According to the 3% value added tax payment.

(eight) major litigation, arbitration and administrative measures X Company

By this law review, * * * * month * * * * day, the city of quality and Technical Supervision Bureau Zhangdian branch of * * * "of quality and Technical Supervision issued by the administrative punishment decision book", the * * * * equipment being used in pressure equipment has not been registered by the behavior of administrative penalty limit: 1 months corrected, fine * * yuan.

* * the company did not provide other information about litigation, arbitration or administrative penalties. According to the X company statement, which will be officially announced on the equity transfer agreement signed before the written on major litigation, arbitration, disputes or other legal or administrative program instructions or commitment.

(nine) insurance matters * * company

After the lawyer verification, * * company set up insurance for the following property:

(1) * * * * * day, * * company for its fixed assets and current assets (stock) to the Peoples Insurance Company of China x x x x company insured property insurance, the insurance amount of * * yuan, insurance for a period of * * * * * day to * * years ×××. The policy of the first beneficiary Chinese Agricultural Bank * * branch.

(2) the license plate number is * * and * * transport has respectively to the Peoples Insurance Company of China x x x x company and China Pacific Property Insurance Co * * branch coverage.

(ten) x company labor

According to the written description of X company, its current signed labor contract workers into * * name. If the acquisition is the acquisition of equity, after the completion of the acquisition, the company will receive all sign labor contract workers original * * company, continue to perform under the contract period of the labor contract.

The lawyer asked:

This report is based on the company commissioned, relevant documents provided by the lawyer on the basis of the survey results and the existing legal and effective Chinese Lion Chemical and actual situation to issue.

This report for your company and authorized unit / audience. Without the written consent of the attorney, the report shall not be used for other services and the behavior of rumor and evidence, and the matters unrelated.

I would like to

Brooke!

The lawyers:

* * * law firm

* * * * * day

 

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