Due diligence is crucial to any business deal, and, thankfully, due diligence research has come a long way over the years. What used to be a cumbersome, time-consuming process has been standardized and systemized with generally accepted auditing frameworks and tools, such as the all-important auditing “checklists.” But when it comes to doing due diligence in China, with its opaque regulatory system and byzantine accounting standards, all bets are off. In this book an acknowledged expert in the field takes you beyond the checklists to arm you with China-specific due diligence strategies, tools and techniques that go beyond what is typically part of the process.
- Gives a detailed account of why conventional frameworks used in the west simply don’t work in China
- Provides first-hand accounts based on the author’s years of experience as a private equity professional doing deals in China
- Reviews, in-depth, the unique differences between corporations and businesses in China and those in the West and their implications for the due diligence process
- Uses numerous case studies to guide the reader through an entire due diligence process for a firm in China
Table of Contents
Preface xi
Acknowledgments xv
Chapter 1: The Business Landscape in China 1
Macro and Structural Domains 2
Corruption in China 6
Conducting Due Diligence in China versus Western Countries 26
Conclusion 30
Notes 31
Chapter 2: Due Diligence in China 33
Due Diligence for Different Types of Deals 36
Levels of Due Diligence 48
Key Considerations 56
Organization of Due Diligence Process 59
The Due Diligence Team 63
Independence of Vendor Due Diligence 64
Reasons for Poor Due Diligence 68
Reverse Takeovers 73
Dispute between SEC and CSRC 75
Conclusion 77
Notes 78
Chapter 3: Financial Due Diligence 81
Financial Due Diligence Checklist 82
Conclusion 139
Notes 140
Chapter 4: Operational, Commercial, Legal, and Other Due Diligence 143
Operational Due Diligence 144
Commercial Due Diligence 167
Legal Due Diligence 169
Balanced Scorecard (BSC) 178
How to Predict Bankruptcy—Altman Z Scores and Gearing 185
Optional Checklists 186
Conclusion 193
Notes 194
Chapter 5: Beyond the Checklists: Founder and Management 195
Founder Management Root 198
The Founder Background Check 200
Guanxi (Relationship) 216
Due Diligence on More Than One Founder 223
Summary of Background Check: SWOPEST and Tri-Background 224
Conclusion 228
Notes 229
Chapter 6: Beyond the Checklists: Hard Facts 231
Face-to-Face Meetings 231
Proportion Check 242
Site Visits 247
Due Diligence Goes One Step Deeper: The Four Deadly A’s 256
Conclusion 290
Notes 292
Chapter 7: Implementing a Due Diligence Workflow 293
Getting the Mind-Set Right 294
Formulating the Due Diligence Strategy 295
Forming a Team 300
Starting the Due Diligence Process 304
Conclusion 312
Notes 313
Chapter 8: Post Due Diligence and Case Studies 315
Preparing the Due Diligence Report 316
Due Diligence Outcome Review 316
Deal Structuring, Negotiation, and Deal Making 318
Post-Acquisition Due Diligence 318
Summary Models 319
Final Case Studies 327
Conclusion 347
Notes 348
About the Website 351
About the Author 353
Index 355
