(1) The organizational structure and property right structure of the target company 1, the organizational structure and property right structure of the target company and its subsidiaries or similar information (including all companies, limited liability companies, partnerships, joint ventures or other organizational forms that directly or indirectly have certain interests).
2. Organizational documents and supplementary clauses of the target company and its subsidiaries.
3. Rules and regulations and supplementary documents of the target company and its subsidiaries.
4. Minutes of all previous board meetings and shareholders' meetings of the target company and its subsidiaries.
5. List of shareholders of the target company and its subsidiaries, number of issued shares and number of unissued shares.
6. Stock transfer records of the target company and its subsidiaries.
7. Election, equity disposal or acquisition agreements signed by the target company and its subsidiaries with relevant shareholders or third parties.
8. All quarterly, annual or other periodic reports communicated with shareholders.
9. The target company and its affiliated companies are qualified to engage in business scope.
10. Business reputation and tax payment certificate of the target company and its subsidiaries within the corresponding business scope.
1 1. All documents related to anti-takeover measures, including all shareholders' rights and interests.
12. (Within a certain period) All agreements on business combination, asset disposal or acquisition (whether completed or not) signed by the target company and its subsidiaries with other parties.
13. All documents related to the target company sold by the seller, including but not limited to the acquisition agreement, agreements related to the acquisition agreement and all documents related to the acquisition and securities.
(2) Subsidiary Agreement 1, which lists all subsidiaries of the target company (including unlisted stock holders, persons holding more than 5% of the share capital of the target company and subsidiaries) and directors and managers of all companies, subsidiaries and cooperative companies.
2. Written agreements and memoranda signed by all companies and the units and personnel listed in the above 1 (whether these documents are valid or not).
3. The documents listed in 2 above include but are not limited to
(1) Tax liability sharing agreement;
(2) Guarantee agreement;
(3) Lease agreement
(4) guarantee;
(five) consulting, management and other service agreements;
(6) Agreement on facilities and functions;
(7) purchase and sale contracts;
(8) License agreement.
(3) Debts and obligations 1, list of debts owed by the target company and affiliated institutions.
2. Debt documents evidencing loans and things, supplementary documents negotiated with creditors or documents waiving creditor's rights.
3. All securities trading documents, credit certificates, mortgage documents, trust letters, guarantees, installment purchase contracts, fund lending agreements, letters of credit, conditional compensation obligation documents and other relevant documents related to the acquisition target company and its subsidiaries shall be fully or partially responsible for other target companies and subsidiaries.
4. Documents concerning the loans of the target company, its subsidiaries, its managers, directors and major shareholders.
5. Corporate bonds and letter of credit documents issued by the target company or affiliated institutions.
6. Report documents communicated with or given to the borrower, including all relevant documents submitted to the borrower by the target company or its affiliated institutions or independent accountants.
(4) Copies of various licenses issued by the relevant government departments to the target company and its affiliated institutions specified by the government.
2. Copies of all reports and documents submitted to government management agencies for communication.
3. Reports, notices, letters and other relevant documents received by the target company and its subsidiaries that violate government regulations, including but not limited to: anti-unfair competition law, trade policy, environmental protection, safety and health regulations.
(5) Tax 1, the name, address and contact information of the tax consultant (including the person in charge) of the target company.
2. All documents related to the tax refund of the target company or about the target company and its subsidiaries, the latest audit report of the tax authorities, the review report of the tax agency and other relevant letters.
3, the final conclusion of the dispute between the tax matters and the tax authorities or related materials.
4 sales tax, use tax and value-added tax assessment and audit documents.
5. Documents related to the arrangement, calculation and payment of value-added tax and fines or penalty interest.
6. Inter-enterprise transaction information involving the target company, and accounts that can be liquidated between enterprises after leaving the enterprise group.
7. Distribution and obligation information among enterprises involved in the target company.
(6) Financial data 1, all documents submitted to the securities management authority about the stock trading of the target company.
2. All audited or unaudited financial statements of the target company, including balance sheet, income statement and reports of independent accountants on these statements.
3. All the auditors' suggestions and reports on the management of the target company, and the communication between the target company and the auditors.
4. Internal budget and project preparation documents, including memos describing these budgets and projects.
5. Total assets and accounts that can be reviewed.
6, sales, operating income and land use rights.
7, sales, commodity sales costs, market development, new product research and development details.
8. Balance sheet of formal items and possible liabilities.
9. Details of foreign exchange rate adjustment.
10, details of various reserves.
1 1. Review of major business and account changes in the past five years.
12, the impact of adopting new accounting standards on the original accounting standards.
13. Name, address and contact information of the auditor of the target company.
(7) The management and employees 1, the structure of the target company and its subsidiaries, and the personal experiences of the main employees.
2. All employees of the target company and their employment contracts, as well as trade union or collective bargaining contracts, and each employee renegotiates the expiration date of the renewed contract.
3. All employee manuals and documents on the terms and conditions of employment provided to employees.
4. Abide by the government's documents on employee welfare from relevant labor management departments.
5. Copies of all agreements on confidentiality, intellectual property transfer and non-competition clauses of the target company signed by the current employer or the former employer and the employees.
6. All agreements signed with employees of the target company and its affiliates in the name of the target company, including copies of loan agreements, credit agreements and related guarantee and compensation agreements.
7. List the managers and key personnel of the target company and their annual salary and treatment.
8. List the price details of all options and stock appreciation rights.
9. Employee welfare plan, including but not limited to plan overview, submission of regular forms and reports to relevant tax and employee welfare management agencies, submission of employee welfare plan application documents that need to be confirmed and approved to relevant agencies, latest annual plan evaluation report and financial report, and latest actual evaluation report on the following plans:
(1) Pension
(2) Stock selection and appreciation right
(3) Bonuses
(4) Benefit sharing
(5) Installment subsidy
(6) Rights participation
(7) Retirement
(8) Personal insurance
(9) Disability allowance
(10) savings
(1 1) Handling of resignation, insurance, holidays, vacations and resignation due to illness.
(8) Legal disputes 1. A list of ongoing or possible litigation, arbitration or government investigation (including domestic or foreign), including the parties, damages, litigation types, insurance amount, attitude of insurance companies, etc.
2. All relevant documents of litigation, arbitration and government investigation.
3. List all judgments, rulings, orders, injunctions and enforcement orders made by courts, arbitration committees and government agencies that are binding on the target company and its subsidiaries.
4. Letters written by lawyers to auditors on lawsuits and other legal disputes.
5, list the relevant litigation, arbitration, the parties to the settlement, mediation, agreement to give up the claim, request or prohibit further activities.
6. All letters about patent, trademark and other intellectual property infringement.
7. All letters threatening the government to investigate or claiming that the target company is illegal.
(ix) Assets 1. List all the real estate legally owned or leased by the target company and its affiliated institutions, indicate the ownership, orientation and use of each real estate, and if it is leased, list the lease term, lease renewal conditions and lease obligations.
2. List the real estate mortgage owned by the target company and its affiliated institutions.
3. Insurance information of the real estate owned by the target company and its affiliated companies, including insurance documents of each real estate.
4. All lease and sublease agreements signed by the target company and its affiliated institutions due to lease or sublease, including documents for fulfilling such agreements.
5. All real estate appraisal reports.
6. All investigation reports on the ownership or lease of the target company and its affiliates.
7. Tax data of real estate owned or leased by the target company and its affiliated companies.
8. Detailed list of all inventories, including specifications, storage locations and quantities of inventories.
9. All the equipment used by the target company and its subsidiaries in their operations, indicating the ownership of these equipment, the terms related to financial leasing or the agreement that they can own or lease the equipment.
10. Any valid agreement on the acquisition or disposal of tangible assets.
(10) Operating conditions 1. All agreements signed between the target company and its subsidiaries, including joint venture agreements, strategic alliance agreements, cooperation agreements, management agreements, consulting agreements, research and development agreements, etc.
2. List of suppliers of all purchased assets within a certain period.
3, a copy of the purchase contract and supply contract, as well as the price determination, relevant conditions and preferential terms.
4. Copies of all market development, sales, franchising, distribution, entrustment, agency and representative agreements, and a list of independent suppliers or distributors.
5. List the consumers of the products of the target company and its subsidiaries.
6. Explanations on inventory management procedures.
7. List the main competitors of the target company in China or region.
8. Standard formats used in the product sales process of the target company, including but not limited to purchase orders, sales orders, distribution forms, etc.
9. All express or implied quality assurance documents of products manufactured or distributed by the target company within a certain period of time.
10, copies of all written agreements on advertising, public-private relations and advertising products.
(1 1) Insurance situation 1, all insurance contracts, insurance certificates and insurance policies, including but not limited to the following types of insurance:
(1) general liability insurance
(2) Product liability insurance
(3) Fire or other disaster insurance
(4) Liability insurance for directors or managers
(5) Employee personal insurance
2. Reports and letters on the adequacy and appropriateness of the above insurance types, as well as reports and letters on reserving rights and refusing compensation under this insurance policy.
(xii) Substantive agreement 1. The breach of contract caused by the performance of the substantive contract affects or is reasonably considered to affect the target company and its subsidiaries.
2. Other substantive contracts or agreements not listed in the above matters, including but not limited to:
(1) An agreement that requires the consent of a third party.
(2) Agreements that may lead to breach of contract due to planned trading activities.
(3) Restricting competition in any way and agreements or memorandums of understanding signed between the target company and other actual and potential competitors.
(xiii) Environmental issues 1. Internal reports on environmental problems faced by the target company and its subsidiaries in the past or now.
2. Copies of statements or reports made by the target company and its subsidiaries in accordance with the regulations of the environmental department of the federal, state or local government or relevant federal, state and local authorized agencies.
3. Notifications, complaints, lawsuits or other similar documents about the environmental problems of the target company and its subsidiaries.
(14) Market development and price issues 1, complaint letters or legal complaint documents from consumers or competitors on price issues.
2. Documents such as business plans, sales forecasts, price policies and price trends prepared for the formulation and implementation of market development plans or strategies.
3. Report on visiting and soliciting opinions from consumers, suppliers or distributors.
4. Competitive price or competitive information from the sales agent.
5. Open or closed price list.
6. Notification of transactions involving price or promotion plan.
7, enough to show the standard terms of sales and procurement documents.
8. Price fluctuation policies, such as discounts and cooperative advertisements.
(15) Intellectual Property 1, all trademarks, service marks, trade names, copyrights, patents and other intellectual property rights owned or used by the target company and its affiliates.
2. A non-legal technical evaluation and the integration of special knowledge with successful knowledge in the market, such as the feasibility study report being adopted.
3. List of authors, suppliers, independent contractors and employees involved in special technology development and relevant employment development agreement documents.
4. List proprietary products that are not protected by patents. The reason why these proprietary products are not patented is to ensure their exclusive secrets.
5. Registration documents of all intellectual property rights of the target company, including domestic registration certificate, national or provincial registration certificate and foreign intellectual property registration certificate.
6. All documents sufficient to prove the following:
(1) Documents such as trademarks, service marks, copyrights, patents, etc. that are being applied for registration with relevant intellectual property registration authorities.
(2) Documents that are being challenged or revoked by the intellectual property registration authority.
(3) documents that need to be extended to the intellectual property registration authority.
(4) Documents on application for cancellation, objection and reexamination of registered trademarks, service trademarks, copyrights, patents and other intellectual property rights.
(5) Documents of refusal to register trademarks, service marks, copyrights, patents or other intellectual property rights at home and abroad.
(6) License agreements for the use of all trademarks, service marks, copyrights, patents, know-how, technologies or other intellectual property rights signed by the target company or its subsidiaries as one party and the other party.
(7) Agreement on the transfer or acceptance of the transferred trademarks, service marks, copyrights, patents, know-how, technologies or other intellectual property rights by the target company or its affiliates.
(8) Claims made by the target company or its affiliates on trademarks, service marks, copyrights, patents, proprietary technologies, technologies or other intellectual property rights, including legal proceedings.
(9) Claims made by third parties against trademarks, service marks, copyrights, patents, know-how, technologies or other intellectual property rights used or owned by the target company or its affiliated companies include legal proceedings.
7. Correspondence between the target company or its subsidiary and the intellectual property registration authority on the matters listed in Article 16 (6) above.
8. Other agreements that affect the trademark, service mark, copyright, patent, know-how, technology or other intellectual property rights of the target company or its affiliated companies.
9. Transfer of all business secrets, know-how secrets and service inventions, or agreements with other target companies or their affiliated companies as parties and binding on them, as well as agreements related to proprietary information or intellectual property rights of the target companies or their affiliated companies or third parties.
(XVI) Other 1, all reports on illegal payments or suspicious activities sent to the board of directors of the target company or its subsidiaries, including payments to government officials.
2. Recent analysis of the target company or its business activities by investment banks, engineering companies, management consulting institutions, accounting firms or collective institutions, such as market research, credit reports and other reports.
3. All important management, market development, sales or similar reports concerning the business, operation or products of the target company or its affiliated companies.
4. News reports released by all target companies or their subsidiaries.
5. All reports and introduction manuals involving the target company or its affiliated companies or its products, services or other major events.
6. According to your judgment, any information and documents that are important to the acquirer and need to be disclosed, as well as the financial situation involving the business of the target company.