1. CommercialDue diligence consultationThe general process

The general process of commercial due diligence consulting can be divided into the following five stages:

Phase I: Determine the objectives and scope of commercial due diligence. At this stage, the consulting company needs to communicate with the entrusting party to understand the purpose, expectations, needs and concerns of the entrusting party's transaction or cooperation, as well as the basic situation of the trading object or partner, and determine the objectives and scope of commercial due diligence, including the main contents, key issues, data sources, timing, report format, etc.

Phase II: Design of commercial due diligence programmes and tools. At this stage, the consulting firm needs to design business due diligence programs and tools, including business due diligence frameworks, methods, indicators, models, questionnaires, interview guides, etc., in accordance with the objectives and scope of business due diligence, to ensure that business due diligence is systematic, scientific and effective.

Phase 3: Collection and analysis of commercial due diligence data. At this stage, the consulting firm needs to collect and organize commercial due diligence data through various channels and methods, including public data, internal data, third-party data, etc., as well as through questionnaires, interviews, observations, field visits, etc. Ways to obtain first-hand data on commercial due diligence. At the same time, the consulting company needs to clean, verify, summarize, integrate and analyze the collected data, and use commercial due diligence tools to conduct a comprehensive, in-depth and detailed business status, financial status, and legal status of the transaction object or partner. Evaluate, identify its value, risks and potential, discover its advantages, disadvantages, opportunities and threats, and propose commercial due diligenceConclusionand recommendations.

Phase IV: Write and submit a commercial due diligence report. At this stage, the consulting firm is required to prepare and submit a commercial due diligence report based on the commercial due diligence data and analysis, including the background, objectives, scope, program, data, analysis,Conclusion, recommendations, etc., and commercial due diligence appendices, charts, references, etc. The report of commercial due diligence should be logical, objective, accurate and readable, can clearly reflect the process and results of commercial due diligence, and provide basis and suggestions for the decision-making of the transaction or cooperation of the entrusting party.

The fifth stage: communication and feedback business due diligence report. At this stage, the consulting firm needs to communicate and feedback with the client on the commercial due diligence report, including an explanation and description of the content, methodology,Conclusionand suggestions, answer and solve the questions and problems of the entrusting party, collect and organize the opinions and suggestions of the entrusting party, improve and revise the commercial due diligence report, and ensure that the commercial due diligence report can meet the expectations and needs of the entrusting party.

2. CommercialDue diligence consultationGeneral criteria

The general standard of commercial due diligence consulting can be measured from the following four aspects:

Compliance with the objectives and scope of commercial due diligence. The conformity of the objectives and scope of commercial due diligence refers to whether the contents, questions, data, time, reports, etc. of commercial due diligence are in line with the purpose, expectations, needs and concerns of the principal's transaction or cooperation, as well as the basic situation of the transaction object or partner. The higher the degree of compliance with the objectives and scope of commercial due diligence, the more commercial due diligence consulting can meet the requirements of the principal and provide valuable information and advice.

The science and effectiveness of commercial due diligence programs and tools. The scientificity and effectiveness of commercial due diligence programs and tools refer to whether the framework, methods, indicators, models, questionnaires, interview guides, etc. of commercial due diligence are reasonable, applicable, operable and comparable, and whether they can effectively support the collection and analysis of commercial due diligence data, and whether they can effectively reflect the business status, financial status, and legal status of the transaction object or partner. The more scientific and effective the commercial due diligence programs and tools are, the more commercial due diligence consulting can ensure the quality and effectiveness of commercial due diligence, and the more it can provide evidence.Conclusionand recommendations.

The comprehensiveness and accuracy of commercial due diligence data. The comprehensiveness and accuracy of commercial due diligence data refers to whether the commercial due diligence data covers all the contents and problems of commercial due diligence, whether it comes from reliable channels and methods, whether it has been strictly cleaned, verified, summarized, integrated and analyzed, and whether it can truly reflect the business status, financial status and legal status of the trading object or partner. The greater the comprehensiveness and accuracy of the commercial due diligence data, the more reliable the commercial due diligence consultation can provide information and advice.

The logic and readability of commercial due diligence reports. The logic and readability of a commercial due diligence report refers to whether the commercial due diligence report has a clear structure, fluent language, concise expression, clear title, reasonable charts, complete appendices, etc., whether it clearly reflects the process and results of commercial due diligence, and whether it is easy to understand and use. The more logical and readable the commercial due diligence report is, the more influential information and recommendations the commercial due diligence consultation can provide.

3. Business of Champ ConsultingDue diligence consultationThe best practice

Shangpu Consulting Company is a professional business due diligence consulting company. It has many years of experience in business due diligence consulting and a professional business due diligence consulting team, providing high-quality business due diligence consulting services to customers in all walks of life. Champ Consulting's best practices in commercial due diligence consulting include the following:

In-depth understanding of customer needs and concerns. After accepting the entrustment of commercial due diligence consulting, Shangpu Consulting Company will fully communicate with customers, deeply understand the purpose, expectation, demand and concern of customers' transaction or cooperation, as well as the basic situation of trading objects or partners. From the customer's point of view, determine the goal and scope of commercial due diligence consulting, and formulate a plan for commercial due diligence consulting that meets the customer's needs.

Flexible use of a variety of commercial due diligence methods and tools. According to the purpose and characteristics of different industries, markets, transactions or cooperation, Shangpu Consulting flexibly uses a variety of commercial due diligence methods and tools, including qualitative and quantitative methods, active and passive methods, internal and external methods, and self-developed commercial due diligence frameworks, indicators, models, questionnaires, interview guides, etc., to ensure the systematicness, scientificity and effectiveness of commercial due diligence.

Extensive collection and rigorous analysis of commercial due diligence data. Through various channels and methods, Shangpu Consulting extensively collects and collates commercial due diligence data, including public data, internal data, third-party data, etc., as well as through questionnaires, interviews, observations, field visits, etc., to obtain first-hand commercial due diligence data. At the same time, through the use of commercial due diligence tools, Shangpu Consulting strictly analyzes the data of commercial due diligence, conducts a comprehensive, in-depth and detailed assessment of the business status, financial status and legal status of the trading object or partner, identifies its value, risks and potential, discovers its advantages, disadvantages, opportunities and threats, and proposes commercial due diligence.Conclusionand recommendations.

Clear writing and timely submission of commercial due diligence reports. Based on commercial due diligence data and analysis, Champu Consulting clearly writes and timely submits commercial due diligence reports, including the background, objectives, scope, programs, data, analysis, and,Conclusion, recommendations, etc., and commercial due diligence appendices, charts, references, etc. The report of commercial due diligence is logical, objective, accurate and readable, which can clearly reflect the process and results of commercial due diligence, and provide basis and suggestions for the decision-making of customers' transactions or cooperation.

Effective communication and feedback on business due diligence reports. After submitting the commercial due diligence report, Shangpu Consulting will conduct effective communication and feedback with customers, including explaining and explaining the contents, methods, and methods of the commercial due diligence report,Conclusionand suggestions, answer and solve customer's questions and problems, collect and organize customer's opinions and suggestions, improve and revise the commercial due diligence report, and ensure that the commercial due diligence report can meet customer's expectations and needs.

4. Business of Champ ConsultingDue diligence consultationSpecific cases

The following are specific examples of commercial due diligence consulting provided by Shangpu Consulting for an e-commerce platform and a medical device company to demonstrate Shangpu Consulting's best practices in commercial due diligence consulting.

Commercial due diligence consultation of an e-commerce platform in 4.1

An e-commerce platform is an online platform that focuses on providing personalized customized products. It has millions of registered users and thousands of cooperative businesses. Its business covers clothing, accessories, home furnishings, culture and other fields. The platform plans to conduct a round of financing to expand its market share and increase its brand awareness, so it entrusts Shangpu Consulting to provide it with commercial due diligence consulting services to assess its commercial value and potential, and provide basis and recommendations for financing decisions.

After accepting the entrustment, Shangpu Consulting Company fully communicated with the platform, understood the financing purpose, expectations, needs and concerns of the platform, as well as the basic situation of the platform, and determined the goal and scope of commercial due diligence, including the market situation, competition situation, user situation, merchant situation, product situation, operation situation, financial situation, legal situation and so on. According to the objectives and scope of business due diligence, Shangpu Consulting has designed business due diligence programs and tools, including business due diligence frameworks, methods, indicators, models, questionnaires, interview guides, etc., to ensure that business due diligence is systematic, scientific and effective.

Through various channels and methods, Shangpu Consulting extensively collects and collates commercial due diligence data, including public data, internal data, third-party data, etc., as well as through questionnaires, interviews, observations, field visits, etc., to obtain first-hand commercial due diligence data. At the same time, Shangpu Consulting Company strictly analyzes the data of commercial due diligence by using the tools of commercial due diligence. It makes a comprehensive, in-depth and detailed evaluation of the market situation, competition situation, user situation, business situation, product situation, operation situation, financial situation and legal situation of the platform, identifies its value, risk and potential, and discovers its advantages, disadvantages, opportunities and threats, proposed commercial due diligenceConclusionand recommendations. The results of the analysis by Champ Consulting show that the platform has the following characteristics:

Market situation: The personalized customized commodity market in which the platform is located has a high growth rate and potential, and is loved and sought after by consumers, especially young people and women. The platform's target market size is about $10 billion billion and is expected to grow at a rate of 20% per year over the next five years.

Competition: The platform faces fierce competition from other e-commerce platforms, social media platforms, traditional retailers, etc., and needs to continuously innovate and optimize its products, services, technology, marketing, etc. to improve its competitiveness and differentiation advantages. The platform's main competitors include Amazon, Facebook, Etsy, Zazzle and others.

User profile: The platform has millions of registered users, 80% of whom are women and 60% are young people under the age of 25, mainly in North America, Europe and Asia. Users of the platform have high loyalty and satisfaction, with an average of 5 visits per month, an average monthly consumption amount of $50, and an average monthly referral of 3 people.

Business status: the platform has thousands of cooperative businesses, of which 70% are small and medium-sized enterprises and 30% are individuals or teams, mainly providing personalized customized goods in clothing, accessories, home, culture and other fields. The merchants of the platform have high activity and quality, with an average of 100 items on shelves per month, an average monthly sales of $5000, and an average monthly favorable rating of 90%.

Product status: The platform provides a convenient, safe and interesting online platform, allowing users and merchants to easily conduct transactions and interactions with personalized and customized products. The platform's products have the following functions and features:

Customization function: The platform allows users to select the type, color, size, pattern, text, etc. of the product according to their own preferences and needs, make personalized customization, or upload their own design to create unique products.

Social function: The platform allows real-time communication and feedback between users and merchants, sharing product evaluations and experiences, participating in product voting and selection, joining product communities and circles, and enhancing the sociality and interest of products.

recommend function: The platform uses big data and artificial intelligence technology to analyze user behavior and preferences, recommend suitable products and merchants for users, and improve user purchase rate and satisfaction.

Reward function: The platform uses a blockchain-based points system to reward transactions and interactions between users and merchants, allowing users and merchants to exchange goods, coupons, cash, etc., and increase the loyalty and participation of users and merchants.

Operation status: the platform adopts a platform-based operation mode, which hands over the production, logistics, after-sales and other links of goods to the merchants, and is only responsible for providing the platform's technical, service, marketing and other support, thus reducing the operating cost and risk, and improving the operational efficiency and income. The platform's main sources of income are platform commissions, advertising fees, membership fees, etc., and the main expenditures are technology development, human resources, marketing, etc. The platform is currently at a loss, but it is expected to be profitable in the next three years.

Financials: The financial position of the platform is as follows:

Year Revenue (USD) Expense (USD) Net Profit (USD)

202010 million 15 million -5 million

202120 million 25 million -5 million

202240 million 35,000,500 million

202380 million 45,003,500 million

2024160 million 55,001,050 0

Legal status: The platform has not encountered major legal problems and disputes, but it needs to pay attention to the following legal risks and challenges:

Intellectual property rights: The platform needs to protect the intellectual property rights of itself and merchants, prevent plagiarism and infringement of goods, and at the same time need to respect and abide by the intellectual property rights of other parties to avoid infringement and disputes of goods.

User privacy: The platform needs to protect users' privacy and data security, prevent users' data leakage and abuse, and at the same time need to comply with and adapt to the privacy regulations and standards of different regions and countries, and avoid users' complaints and lawsuits.

Tax compliance: The platform needs to calculate and pay its own and merchants' taxes reasonably, and at the same time, it needs to comply with and adapt to the tax regulations and standards of different regions and countries to avoid tax violations and fines.

Based on the data and analysis of commercial due diligence, Shangpu Consulting clearly wrote and timely submitted the report of commercial due diligence, including the background, objectives, scope, plan, data, analysis, conclusions, recommendations, etc., as well as the appendices, charts, references, etc. of commercial due diligence. The conclusions and recommendations of the commercial due diligence report are as follows:

Conclusion: The platform is an e-commerce platform with high commercial value and potential, with large market space and advantages, high loyalty and satisfaction of users and merchants, strong product and technology innovation capabilities, Lower operating costs and risks, and better financial performance and prospects. The main risks and challenges of the platform come from the competition and changes in the market, the needs and preferences of users and merchants, and the regulation and compliance of laws.

Recommendation: The platform is suitable for a round of financing to expand its market share and increase its brand awareness, laying the foundation for future development. The financing amount of the platform is recommended to be $20 million, the financing valuation is recommended to be $0.1 billion, the financing method is recommended to be equity financing, and the financing object is recommended to be venture capital institutions or strategic partners with investment experience and resources in e-commerce, social media, blockchain and other fields. After financing, the platform needs to pay attention to the following aspects of work and improvement:-Strengthen the innovation and optimization of products and technologies: The platform needs to continuously strengthen the innovation and optimization of products and technologies according to the needs and feedback of users and merchants, Improve the quality and diversity of goods, improve the performance and safety of the platform, and improve the experience and satisfaction of users and merchants. -Expanding market coverage and penetration: The platform needs to use financing funds and resources to expand market coverage and penetration, increase the number and activity of users and merchants, increase brand awareness and influence, and increase market share and competitiveness. -Increase the investment and effect of marketing: the platform needs to increase the investment and effect of marketing, adopt a variety of marketing methods and channels, such as social media, online advertising, word-of-mouth recommend, cooperative activities, etc., to improve the attention and participation of users and businesses, and improve the traffic and conversion rate of the platform. -Reduce legal risks and challenges: The platform needs to reduce legal risks and challenges, strengthen the management and supervision of intellectual property rights, user privacy, tax compliance, etc., comply with and adapt to the laws, regulations and standards of different regions and countries, and avoid Legal issues and disputes.

Commercial due diligence consulting of a medical device company in 4.2

A medical device company is a company specializing in providing intelligent medical solutions, with a number of patents and awards, covering medical imaging, medical robots, medical big data and other fields. The company plans to conduct an acquisition to acquire a company with advanced biosensing technology in order to expand its product line and market share, so it entrusts Champ Consulting to provide it with commercial due diligence consulting services to assess the value and risk of its merger and acquisition, and to provide basis and advice for the decision-making of the merger and acquisition.

After accepting the entrustment, Shangpu Consulting Company fully communicated with the company, understood the purpose, expectations, needs and concerns of the company's merger and acquisition, as well as the basic situation of the merged company, and determined the goal and scope of commercial due diligence, including the market situation, competition situation, customer situation, product situation, technical situation, operation situation, financial situation, legal situation, etc. of the merged company. According to the objectives and scope of business due diligence, Shangpu Consulting has designed business due diligence programs and tools, including business due diligence frameworks, methods, indicators, models, questionnaires, interview guides, etc., to ensure that business due diligence is systematic, scientific and effective.

Through various channels and methods, Shangpu Consulting extensively collects and collates commercial due diligence data, including public data, internal data, third-party data, etc., as well as through questionnaires, interviews, observations, field visits, etc., to obtain first-hand commercial due diligence data. At the same time, Shangpu Consulting Company strictly analyzes the data of commercial due diligence by using the tools of commercial due diligence, and makes a comprehensive, in-depth and detailed evaluation of the market situation, competition situation, customer situation, product situation, technical situation, operation situation, financial situation and legal situation of the merged company, identifies its value, risk and potential, and finds its advantages, disadvantages, opportunities and threats, propose commercial due diligenceConclusionand recommendations. The results of the analysis by Champ Consulting show that the acquired company has the following characteristics:

Market situation: the acquired company is located in the biosensing technology market has a high growth rate and potential, by the medical, health, sports and other fields of demand and drive, especially under the influence of the new crown epidemic, the application and value of biosensing technology has been more recognized and valued. The target market size of the acquired company is about US $5 billion, and it is expected to grow at a rate of 30% per year in the next five years.

Competitive status: The acquired company faces fierce competition from other biosensor technology companies, medical device companies, technology companies, etc., and needs to continuously innovate and optimize its products, services, technology, marketing, etc. to improve its competitiveness and differentiation Advantage. The main competitors of the acquired company include Apple, Google, Fitbit, Philips, etc.

Customer status: The acquired company has millions of registered users, 60% of whom are men and 40% are women, mainly in North America, Europe and Asia. The users of the acquired company have high loyalty and satisfaction, with an average of 10 times per month, an average monthly consumption of $100, and an average monthly recommendation of 5 people.

Product status: The acquired company provides a smart bracelet based on biosensing technology, which can monitor and analyze the user's physiological signals in real time, such as heart rate, blood pressure, blood oxygen, body temperature, etc., as well as the user's activity status, such as steps, Calories, sleep quality, etc., transmit data to the user's mobile phone or computer through a wireless network to provide users with personalized health management and suggestions. The products of the acquired company have the following functions and characteristics:

Monitoring function: The product can accurately monitor and record the user's physiological signals and activity status, and realize a comprehensive understanding and mastery of the user's health status through high-sensitivity biosensors and high-precision algorithms.

Analysis function: The product can intelligently analyze and process the user's physiological signals and activity status, and improve the effect and safety of treatment through artificial intelligence and schemes and suggestions. -Management function: The platform uses artificial intelligence and big data technology to integrate medical data, resources, and processes of medical institutions and patients to provide efficient, convenient and intelligent medical management services for medical institutions and patients, and improve the quality of medical management And efficiency. -Educational function: The platform uses artificial intelligence and big data technology to provide a learning and sharing platform for medical knowledge, skills, experience, etc., to provide professional, practical and interesting medical education services for doctors and patients, and to improve the level and effectiveness of medical education.

Technical status: The acquired company has a number of patents and technologies, involving artificial intelligence, big data, cloud computing, Internet of Things, blockchain and other fields, providing strong technical support and advantages for its products and services. The technical team of the acquired company is composed of experts and scholars from world-class universities and research institutions, and has strong technological innovation and research and development capabilities.

Operating status: The acquired company adopts a platform-based operating model, which hands over the production, transmission, storage, and analysis of medical information to the technology of cloud computing and the Internet of Things, and is only responsible for providing the technology, services, and services of the platform. Marketing and other support, thereby reducing operating costs and risks, and improving operating efficiency and benefits. The main sources of income of the acquired company are platform commissions, advertising fees, membership fees, etc., and the main expenses are technology development, human resources, marketing, etc., the acquired company is currently in a state of profitability, and the level of profitability is increasing year by year.

Financial position: The financial position of the acquired company is as follows:

Year Revenue (USD) Expense (USD) Net Profit (USD)

20205 million 4,000,100 million

202110 million 6,000,400 million

202220 million 8,001,200 million

202340 million 10,003,000 million

202480 million 12,006,800 million

Legal status: The acquired company has not encountered major legal problems and disputes, but it needs to be aware of the following legal risks and challenges:

Intellectual property rights: The acquired company needs to protect its own intellectual property rights, prevent technology plagiarism and infringement, and at the same time need to respect and abide by the intellectual property rights of other parties to avoid technology infringement and disputes.

User privacy: The acquired company needs to protect the privacy and data security of users, prevent user data leakage and abuse, and at the same time need to comply with and adapt to the privacy regulations and standards of different regions and countries, and avoid user complaints and lawsuits.

Tax compliance: The acquired company needs to calculate and pay its own taxes reasonably, and at the same time, it needs to comply with and adapt to the tax regulations and standards of different regions and countries to avoid tax violations and fines.

According to the data and analysis of commercial due diligence, Shangpu Consulting clearly wrote and timely submitted the report of commercial due diligence, including the background, objectives, scope, scheme, data, analysis,Conclusion, recommendations, etc., and commercial due diligence appendices, charts, references, etc. Commercial due diligence reportingConclusionAnd the recommendations are as follows:

Conclusion: The acquired company is a medical information company with high commercial value and potential, with larger market space and advantages, higher customer loyalty and satisfaction, strong product and technology innovation capabilities, Lower operating costs and risks, and better financial performance and prospects. The main risks and challenges of the acquired company come from the competition and changes in the market, the needs and preferences of customers, and the regulation and compliance of laws.

Suggestion: the company is suitable for a merger and acquisition to acquire the acquired company, so as to improve the intelligent and personalized level of its products and lay the foundation for future development. The company's proposed M & A amount is $0.1 billion, the M & A method is proposed to be a combination of cash and equity, and the target of the M & A is proposed to be all shareholders of the acquired company, or at least to include the major shareholders and technical team of the acquired company. In the process of merger and acquisition, the company needs to pay attention to the following problems and strategies:

Market analysis: the company needs to accurately analyze the scale, growth, trends, opportunities and threats of the market in which the acquired company is located, as well as the position, advantages, disadvantages, competitiveness and differentiation advantages of the acquired company in the market, so as to show the commercial value and potential of the acquired company and attract the interest and trust of the acquired company.

Financial Forecast: The company needs to reasonably predict the future financial performance and prospects of the acquired company, including revenue, expenses, net profit, cash flow, etc., as well as the cost, income, risk, etc. of the acquisition, in order to demonstrate the financial health and profitability of the acquired company and persuade the acquired company's investment decisions.

Legal preparation: the company needs to make legal preparations, including perfecting its own legal documents, agreements, contracts, etc., as well as handling the legal relationship, responsibilities and obligations with the merged company, so as to avoid legal risks and disputes and protect the rights and interests of itself and the merged company.

Negotiation skills: The company needs to master certain negotiation skills, including understanding the background, needs, expectations, concerns, etc. of the acquired company, as well as formulating reasonable M & A goals, valuations, conditions, strategies, etc., in order to reach a consensus and interests of both parties, To achieve the success of the merger.