Project due diligence report template

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Project Due Diligence Report Template 1

To: Mr. ***

Accepted by Beijing Kangde Law Firm (hereinafter referred to as the firm)** Mr. *'s entrustment, in accordance with the Company Law of the People's Republic of China gt;, the Company Registration and Management Regulations of the People's Republic of China gt; and other relevant laws and regulations, regarding Beijing **** real estate The credit investigation report of Beijing **** Real Estate Development Co., Ltd. (hereinafter referred to as "**** Company") is issuedlt; About the credit investigation report of Beijing **** Real Estate Development Co., Ltd. gt; (hereinafter referred to as "this investigation report").

Important statement:

(1) Our lawyers are based on the Company Law of the People's Republic of China and the Lawyers Law of the People's Republic of China ; and other currently effective laws, administrative regulations and facts that have occurred or existed before the date of issuance of this investigation report, based on the understanding of the law and the relevant facts, and in accordance with the recognized business standards, ethics and diligence of the lawyer industry Issue this investigation report.

(2) Based on the relevant information provided by **** Company, our lawyers have fully verified the subject qualifications of **** Company, and have issued this investigation in our opinion Documents required for the report were carefully reviewed. Including but not limited to the company's subject qualifications, the company's articles of association, the company's shareholders and share capital structure, the company's finance and taxation, and the company's litigation and arbitration. Our lawyers guarantee that there are no false records, misleading statements or major omissions in this investigation report.

(3) **** Company has guaranteed and promised to the lawyers of our firm that it has provided the true and complete copied materials necessary for our lawyers to issue this investigation report; The signatures/or seals on the materials are authentic and valid; the copies or photocopies provided are exactly the same as the originals; the information documents provided are true, accurate and complete, and there are no false records, misleading statements and Major omissions.

(4) Our lawyers only issue legal opinions on matters related to the credit status of **** company based on the relevant information provided by it, and do not involve non-lawyers of our firm such as financial accounting, auditing, internal control, etc. Professional matters.

(5) This investigation report can only be used by Mr. *** for this purpose. Without the written consent of our firm and our lawyers, Mr. *** and any other legal person, unincorporated organization or individual shall not use this investigation report for any other purpose.

Based on the above statement, the lawyers of our firm follow the provisions of laws, administrative regulations and normative documents such as the Company Law of the People's Republic of China and the People's Republic of China, and in accordance with the recognized business standards and ethics of the lawyer industry. With the spirit of diligence and responsibility, we have verified and verified the relevant documents and facts provided by **** Company. As Mr. ***’s special legal advisor, we hereby issue the following legal opinions:

Section 1 Interpretation and Introduction

1. Interpretation

In this investigation report, unless otherwise stated, the following words have the following specific meanings:

lt; Company Lawgt ;Refers to the Company Law of the People's Republic of China and the People's Republic of China as amended at the Thirteenth Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999 and effective on July 1, 1994; and October 2005 The Company Law of the People's Republic of China was revised at the 18th meeting of the Standing Committee of the 10th National People's Congress on the 27th and came into effect on January 1, 2006;

lt ;Articles of Associationgt; refers tolt;Articles of Association of Beijing **** Real Estate Development Co., Ltd.gt;;

This firm refers to Beijing Kangde Law Firm;

This investigation report refers to lt; About the credit investigation report of Beijing **** Real Estate Development Co., Ltd. gt;.

2. Introduction

Our firm accepted Mr. ***’s entrustment as his special legal advisor to verify and verify the credit status of Beijing **** Real Estate Development Co., Ltd. Verification, the specific content is as follows:

1. The subject qualifications of Beijing **** Real Estate Development Co., Ltd.;

2. The articles of association of Beijing **** Real Estate Development Co., Ltd.;

3. Shareholders of Beijing **** Real Estate Development Co., Ltd.;

4. Share capital structure of Beijing **** Real Estate Development Co., Ltd.;

5 , Beijing **** Real Estate Development Co., Ltd.’s finance and taxation;

6. Beijing **** Real Estate Development Co., Ltd.’s claims and debts, litigation and arbitration.

Section 2 Text

1. Subject Qualifications of Beijing **** Real Estate Development Co., Ltd.

(1) Beijing **** Real Estate Development Co., Ltd. The company was registered by the Miyun Branch of the Beijing Municipal Administration for Industry and Commerce, and received the "Enterprise Legal Person Business License" issued by the Miyun Branch of the Beijing Municipal Administration for Industry and Commerce.

1. Business license registration number: 11022800334*****;

2. Company address: No. ***, Shuiyuan Road, *** Industrial Development Zone, Beijing;

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3. Legal representative: ***;

4. Registered capital: 10 million yuan;

5. Paid-in capital: 10 million yuan;

6. Company type: limited liability company (natural person investment or holding);

7. Business scope: General business projects: real estate development and sales; real estate information consulting (except intermediary services) ); home decoration design; property management of self-owned houses, accepting entrustment to engage in property management;

8. Date of establishment: October 23, 20xx;

9. Business period: From October 23, 20xx to October 22, 2021.

(2) Beijing **** Real Estate Development Co., Ltd. passed the annual inspection of the Miyun Branch of the Beijing Administration for Industry and Commerce on April 7, 20xx.

(3) Beijing **** Real Estate Development Co., Ltd. holds the Organization Code Certificate of the People’s Republic of China issued by the Quality and Technical Supervision Bureau of Miyun County, Beijing; (Code: 80298503 -2), valid period: February 12, 20xx to February 11, 2015, registration number: Group Management Agency 110228-1458,

(4) According to Beijing **** Real Estate Development Co., Ltd. Provided by the Beijing Urban Construction Comprehensive Development Office on November 26, 20xx (20xx) Beijing Kaisha Jingzi No. 943lt; Approval of the real estate development qualifications of Beijing **** Real Estate Development Co., Ltd. gt;, content Display: 1. Your company has been registered with our office, and your company has been approved to be included in the management of Beijing’s real estate development industry. 2. It is determined that your company’s real estate development qualifications are pending qualifications, meet the requirements of project capital, and can undertake residential projects of less than 100,000 square meters or public construction projects of less than 30,000 square meters, or other projects of equivalent investment scale. 3. Your company should go to our office for annual qualification inspection as required.

In summary, our lawyers believe that according to Articles 8, 9, 10, 11 and lt; Company Law of the People's Republic of China (1999) gt; Organization Code Management Measures; Articles 8, 9, and lt; Urban Real Estate Management Law of the People's Republic of China; Articles 29, 30, and lt; Real Estate Development Enterprise Qualification Management Regulations; Article 3 , Articles 4 and 5 stipulate that **** Company is a limited liability company established in accordance with the law and validly existing, and has the subject qualifications stipulated in the company law gt; and other normative documents.

Our lawyer’s reminder: **** Company only provided the firm with the approval document in (4) above that the approved real estate development qualification is “pending qualification”, and did not provide lt; tentative Qualification certificate; or other qualification level certificates and other relevant documents that effectively prove its real estate development qualifications.

2. Articles of Association of Beijing **** Real Estate Development Co., Ltd.

The Articles of Association of the Company are the company’s organization and operation standards, and the company’s nature, purpose, business scope, organizational structure, Basic documents that record rules of procedure, allocation of rights and obligations, etc. It is the basic basis for the company's existence and activities.

According to the Articles of Association of Beijing **** Real Estate Development Co., Ltd. provided by **** Company to the Exchange, it shows that Beijing **** Real Estate Development Co., Ltd. The company's articles of association were formulated on the 15th. The articles of association include the company's name and address, business scope, registered capital, shareholders' names, capital contribution, amount of capital contribution, shareholders' rights and obligations, conditions for shareholders to transfer capital, organizational structure and rules of procedure, etc. A detailed agreement was made, and all shareholders signed the Articles of Association.

After review, the lawyers of our firm believe that: According to the relevant provisions of the company law, the Articles of Association of the company when the company was established must contain the registered capital, number of shareholders, method of capital contribution, and amount of capital contribution. The company's organizational structure, formation method, rules of procedure and other contents are in compliance with the Company Law and relevant laws and regulations, and are also legal and valid. When all the sponsor shareholders sign the lt;Articles of Associationgt;, the lt;Articles of Associationgt; is formally established and becomes legally binding on all shareholders.

Our lawyer’s reminder: Our lawyer only makes judgments on the legality of the content and form of the **** company’s articles of association gt; provided by **** company at the time of its establishment, and does not **** Make any evaluation or judgment whether the content of the company's Articles of Association has been modified or changed after the establishment of the company.

3. Shareholders of Beijing **** Real Estate Development Co., Ltd.

According to the information provided by **** Company to the Exchange; Beijing **** Real Estate Development Co., Ltd. Articles of Association>, our lawyer found out: **** company was established on October 23, 20xx.

**** When the company was established, Cui Xiaoling (invested 1.5 million yuan, accounting for 15% of the company's equity), Wang Weijun (invested 2 million yuan, accounting for 20% of the company's equity), Xu Suiyi (invested 2.5 million yuan, accounting for 25% of the company's equity), Five natural person shareholders ***, Yijingdong (invested 1.5 million yuan, accounting for 15% of the company's equity) and Cui Baiyu (invested 2.5 million yuan, accounting for 25% of the company's equity), jointly invested in the establishment.

Our lawyers believe that: the shareholders of **** company have clear property rights to the assets they have invested in the company, and there are no legal obstacles to their investment in the assets into **** company. According to Article 20 of the Company Law of the People's Republic of China (1999), the number of shareholders of **** Company complies with the provisions of laws, regulations and other normative documents.

IV. Capital structure of Beijing **** Real Estate Development Co., Ltd.

(1) Registered capital and paid-in capital when **** company was established

According to the corporate legal person business license and articles of association provided by **** Company to the Exchange, the registered capital of Beijing **** Real Estate Development Co., Ltd. is RMB 10 million, and the actual The collected capital is RMB 10 million.

(2) The equity setup and capital structure of **** company when it was established

After verification, the equity setup and capital structure of **** company when it was established are as follows:

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Name of shareholder Capital contribution amount (10,000 yuan) Capital contribution ratio ()

Cui Xiaoling 150, 0015

Wang Weijun 200, 0020

Xu Suiyi 250, 0025

Yijingdong 150, 0015

Cui Baiyu 250, 0025

Our lawyers believe:

When the **** company was established The registered capital and paid-in capital comply with the Company Law and other relevant regulations.

The equity setting and capital structure have been clearly agreed upon by all shareholders in the Articles of Association of **** Company and registered with the industrial and commercial registration department, which reflects the true expression of all shareholders and clearly defines property rights. Legal and valid.

Lawyers from our firm remind: **** Company has not provided the firm with relevant documents such as the capital contribution to shareholders at the time of establishment; capital verification reports; and other relevant documents. Our lawyers only provide this to **** Company. Make judgments on the above-mentioned issues based on the existing relevant information, and do not make any evaluation or judgment on whether the share capital and share capital structure of **** Company have changed since its establishment.

5. Finance and taxation of Beijing **** Real Estate Development Co., Ltd.

(1) **** Company did not provide the Exchange with a bank account opening license; ;

(2) **** Company did not provide the Exchange with its financial accounting report, audit report, and other financial statements;

(3) **** Company did not provide the Exchange with its loan card;

(4) **** Company did not provide the Exchange with its Tax Registration Certificate; and other related matters tax invoice.

Our lawyers believe that: **** Company, as a legally established and validly existing real estate development company, should prepare financial reports or relevant tax registrations in accordance with legal provisions, and should establish and complete financial and tax systems. Since **** Company has not provided the above-mentioned relevant certificates and information to our firm, our lawyers do not make any legal evaluation or judgment on the financial and tax status of **** Company.

6. Credits and debts, litigation and arbitration of Beijing **** Real Estate Development Co., Ltd.

Our lawyer reminds us: This investigation report only reports on the claims and liabilities of **** Company to us. The corresponding legal evaluation or judgment will be made after reviewing and verifying the relevant information provided. No legal evaluation or judgment will be made on the relevant matters listed in this investigation report that lack independent evidence support.

(1) **** Company has not provided relevant credit and debt certificates to our firm. Our lawyers will verify whether **** Company has external claims and debts and whether it has set up relevant guarantees (mortgage, pledge). , guarantee, etc.) does not make any legal evaluation or judgment.

(2) **** Company has not provided the firm with relevant documents on litigation, arbitration, administrative penalties, etc. Our lawyers have asked whether there are currently any major lawsuits, arbitrations, administrative penalties, etc. in **** Company. No legal evaluation or judgment is made.

Section 3 Conclusion

1. This investigation report is based on relevant laws, regulations and relevant certification materials provided by Beijing **** Real Estate Development Co., Ltd., through verification and verification. The above opinions are put forward for Mr. ***’s reference.

2. This investigation report is mainly based on the following laws and regulations:

(1)lt; Company Law of the People's Republic of China (1999)gt;

　(2)lt; Company Law of the People's Republic of China (2005)gt;

　(3)lt; Organization Code Management Measuresgt;

　(4) lt; Regulations of the People's Republic of China and the State Company Registration Management Regulations gt;

(5)lt; Regulations on the Qualification Management of Real Estate Development Enterprises gt;

(6)lt; People's Republic of China* **The Tax Collection and Management Law of the People's Republic of Chinagt;

(7)lt; The Lawyers Law of the People's Republic of Chinagt;

Beijing Kangde Law Firm

Lawyer

Project due diligence report template 2 on xx, month xx, 20xx

1. Team situation due diligence

In VC investment, the team is the most important Importantly, the VC needs to understand all aspects of the team members, including their experience, education, background, and the shareholding ratio of each founder.

1. Company organizational chart;

2. Introduction to the board of directors, management team, and technical team;

3. Changes in management/technical personnel;

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4. Enterprise labor statistics.

2. Business Due Diligence

Business due diligence is a broad topic, mainly including whether the business can be scaled up, whether it is sustainable, internal corporate governance, management processes, and business quantification. indicators.

1. Management system and internal control system;

2. Incentive mechanism for management and key personnel;

3. Whether it is related to mastering key technologies and Personnel with other important information shall sign non-compete agreements;

4. Whether a confidentiality contract for the company’s technical secrets and business secrets has been signed with relevant employees;

5. Employee remuneration structure.

3. Due diligence on market conditions

The market analysis and predictions in the entrepreneur’s business plan are for reference only. VC will independently conduct due diligence on the market. VC's market analysis is done by professionals, who are neutral and usually conservative.

1. Product life cycle (growth period, stable period or decline period) and its development trend;

2. Analysis of target product market size and growth potential (natural replacement, systematic Upgrading, expanding applications, etc.);

3. Core competitiveness composition (technology, brand, market share, sales network, information technology platform, etc.);

4. Enterprise sales profit rate and industry average sales profit margin;

5. The composition of major customers and their proportion in sales.

IV. Due diligence on technical conditions

1. Core technology name, owner, source method, other explanations;

2. The company participates in formulating products or technologies Industry standards and quality inspection standards;

3. The company’s past research and development results, and the evaluation of the company’s technical status by technical authorities in the industry;

4. The company’s technological achievements Details of capital investment in development;

5. The amount and use of development funds planned to be reinvested.

5. Financial Due Diligence

Financial due diligence may be regarded as the most important task in due diligence. It is divided into two major parts: past financial data and future financial projections.

1. Corporate financial statements (registered capital verification report, audited annual reports for previous years, and the latest monthly report);

2. Sales, costs, and profits by product/region;

3. Description of the tax incentives and qualifications enjoyed by the enterprise;

4. Explanation of factors affecting significant changes in financial statements.

VI. Due diligence on legal affairs

Provide business licenses, articles of association, board resolutions, employee contracts, intellectual property protection clauses, Trademark filing, litigation records, etc.

1. The political and legal environment related to the enterprise at home and abroad;

2. New laws, regulations and policies affecting the enterprise;

3. The enterprise Major agreements and relevant contracts signed;

4. The occurrence of major legal disputes in the enterprise;