Properties-Due DiligenceChecklist尽职调查清单.doc

10DUE DILIGENCE CHECKLISTThe following list has been compiled for general guidance in the collection and recording of information about possible M&A activities. This list has been made broad enough to cover a wide range of minerals and conditions, hence many items may not be applicable to particular cases.The items in this checklist are compiled under the following main headings:I. LOCATION AND SERVICESII. OWNERSHIP/CORPORATEIII. MINING HISTORYIV. GEOLOGYV. MININGVI. ORE TREATMENTVII. SITE EVALUATIONVIII. ENVIRONMENTAL CONCERNS/PROTECTIONIX. LABOUR, ORGANIZATION AND SECURITYX. SALES AND MARKETINGXI. FINANCE AND TAXATIONXII. LEGALXIII. POLITICALXIV. ECONOMICSILOCATION AND SERVICESA.Geographic Description1.Country, sub-division, nearest major population centre, latitude, longitude, altitude, important distances.2.Terrain, general ground cover (e.g. pasture, agriculture, forest).3.Seismicity4.Road and topo mapsB. Climate1.Temperature, rainfall, snow, hail, wind records, river/stream flows. 2.Climate dangers - floods, tornadoes, snow slides, etc., including historical peak conditions. 3.Health conditions, endemic diseases, precautions.C.General Facilities, Services and Resources1.Towns - location, size, availability and standard of housing and other accommodation.2.Medical, educational and security concerns, standards, resources and facilities3.Electric power network, load availability, power price, conditions or restrictions.4.Natural or industrial gas supplies.5.Availability and price of lumber, gasoline, oil, cement and construction materials.6.Water resources, industrial and potable - availability, allocation and rights.7.Communications - telephone, telegraph, teletype, mail, messenger, radio - schedules and rates.8.Commercial and engineering supplies and services, machinery and equipment agencies.9.Custom treatment plants or smelters.10.Local building codes.D.Access and Transportation1.Railroads, highways, tidewater, inland waterways, airfields or airports.2.Docks, rail stations or sidings, warehouses.3. Available public carriers - categories, capabilities, schedules and rates. 4.Availability of haulage contractors, charter aircraft, etc.5.Loading and packaging requirements, restrictions.6.Regulations or restrictions regarding mine operated transport.7.Special problems of access or transport service to mine locations.8.Expedition of equipment, parts and supplies - handling, rehandling, storage, customs, potential delays. (Construction and operating phases).E.Existing Installations at the Property1.Camp, townsite, roads, services.2.Power, compressed air, water supply machinery.3.Mine workings (covered in detail under Section V).4.Milling or treatment plant (covered in detail under Section VI).5.Offices, warehouses, workshops, service buildings.6.Machinery, equipment and inventory, other than covered above.IIOWNERSHIP/CORPORATEA.Controlling Company or Partnership1.Name, status, home office, major shareholders, important officers, links with other companies.2.Shares authorized and issued, vendor or pooled shares, par value, market value, marketability.3.Control blocks. Who owns them - how much? Willing to sell?4.Stock exchange listings.5.Other properties owned.6.Local ownership requirements.B.Mineral and Surface Rights1.Description, size and location of claims.2.Status, expiry dates.3.Assessment work requirements.4.Interference by claims under different ownership.5.Formalities governing mining rights, if not included in mineral rights; government or other mining lease policy.6.Surface rights desirable or essential.7.Access requirements and conflicts.8.Land values including post-closure values.C.Acquisition1.Proposed conditions and price for acquisition.2.Pre-existing contracts, agreements, options, etc.IIIMINING HISTORYA.History of District1.Previous developments, enterprises and activities.2.Production records, if any.3.History of local difficulties.B.History of Property1.Record of previous work: timing, nature and results.2.Ore reserve record, if any.3.Previous production record, if any.4.Reason for difficulties, closure or seeking financial assistance.IVGEOLOGYA.Regional and Area Geology1.Formations, chronology, structures, dip.B.Geology of Deposit and its Surroundings1.Country rocks, structures, etc.2.Mineralization controls.3.Orebody nature, size, dimensions, inclination. Is ore visually distinguishable?4.Effects of faults, dikes, etc.C.Ore Potential1.Measured, indicated and inferred reserves OR proven and probable reserves.2.Ore potential.3.Major and minor metals, grades, value distributions, mineralization trends, ore-shoots, etc.4.Likely ore waste ratios (for open pit projects - but any detailed estimate should be under “Mining”).5.Drill hole locations (map).D.Water1.Water table, aquifers, inflow of underground water, etc.2. Water quality - pH, hardness, salinity, etc.E.Rock Strength Factors1.Geophysical or geotechnical work.2.Additional drilling for information or valuation.3.Pitting and trenching.4.Underground exploration or development.5.Bulk sampling.VMININGA.Present Operations of Workings1.Present mine workings, extent, size and purpose of openings. Entries, service, facilities. Condition of installations.2.Operating statistics of previous operations, if productive. Type of mining used.B.Proposed or Postulated Future Operations1.Potential output level.2.Proposed mining method, with likely operating statistics, requirements of men, equipment and materials.3.Estimate or ore losses in production, waste or low grade dilution (define whether you dilution figure means a percentage of clean or a percentage of the total ore waste mixture).4.Mill feed - as daily or annual tonnage and grade. Likely scale of grade fluctuations. Grade control organization required.5.Waste handling and disposal - underground and/or pit stripping.6.Foreseeable mining problems - support, ventilation, drainage. etc.VIORE TREATMENTA.Ore Characteristics1.Valuable metals or contents.2.Fineness of dissemination.3.Grindability, abrasiveness, etc.4.Foreseeable separation problems.5.Useful by-products, if any.6.Impurities and deleterious elements.B.Product Information1.Further treatment needed for concentrate, if any.2.Product specifications and quality requirements, if applicable.C.Present Operations1.Current and past treatment methods with operating figures, if available.2.Detailed description of any existing plant, with flowsheet.3.Available information on test work.D.Proposed Treatment Plant1.Flowsheet, with flow quantities, and sizes of major equipment items.2.Recoveries, product and tailing grades, etc.3.Concentrate handling and shipment.E.Tailing DisposalF.Further Treatment1.Smelter, refinery, acid plant, etc.VII SITE EVALUATIONA.Terrain1.Location of mine openings, dumps, plant and buildings, haulage roads, tailings, etc.2.Access requirements.3.Terracing, contouring, earthworks, stream diversions, bank protection, etc.4.Topo maps.B.Construction Controls1.Bedrock, soil strength conditions.2.Availability and quality of sand, gravel for concrete, roads, etc.3.Drainage, ground water.4.Removal of timber or surface cover.VIIIENVIRONMENTAL CONCERNS/PROTECTIONA.Environmental1.Terrestriala.Impermeability of tailing pond area, groundwater contamination.b.Impermeability of material for tailing dam.c.Seismic stability of area of pond and dump.d.Acid producing potential of waste rock.e.Radioactivity of waste and tailing.f.Ease of reclamation of pits, tailing dam and waste dump areas.2.Aquatica.Use of affected streams/lakes for drinking water.b.Economic value of fish and aquatic life in affected streams/lakes.c.Expected concentration of heavy metals, arsenic, cyanide, ammonia, sediments in effluent.d.Effluent standards required (EPA, EPS. other).e.Leachability of metals from waste dump into water bodies.f.Radioactivity.3.Aira.Expected levels of dust from mining/milling.b.Expected levels of arsenic, mercury, sulfides from any roasting operation.c.Pattern of wind currents in area around stacks.d.Radioactivity (especially radon).B.Socio-Political Aspects1.Attitude of senior government to development.2.Attitude of junior government to development.3.Existence and activity of environment pressure groups.4.Past experience of development projects in coming on line.5.Land tenure position at mine/mill site.6.Laws and permits.7. Special problems.C.Financial-Legal Aspects1.Bonding2.Liabilities3.Permits4.Open “endedness”IXLABOUR AND ORGANIZATIONA.Local Labour1.Requirements - number and quality. Turnover2.Availability - permanent and seasonal.3.Competency, educational level, productivity.4.Languages used. Familiarity with or usage of a major language.5.Employee demographics - age, length of service.6.Local management resources.B.Outside or Expatriate Labour1.Requirements - number, qualifications, status. Turnover.2.Government regulations, residence permits and visas, restrictions as to numbers or to duration of contracts.3.Personal taxation levels.4.Transferability of earnings.5.Language problems. C.Organization/Miscellaneous1.Ratio of management to employees.2.Availability of training of educational facilities. 3.Key jobs.4.Key employees.5.Organization charts.D.Agreements1.Compensation program details - salaries/wages, stock options, bonuses, underground contract bonus, etc.2.Labour organization and unions.3.Labour contracts and agreements.4.Individual employee contracts and commitments.5.Benefits programs - housing, travel, vacations, public and statutory holidays, feast days, medical and dental, etc.6.Pension status - type of plan, funding type and status, last valuation date.7.Government controls and requirements.8.Workers Compensation - assessment rate, costs.9.Employees on long term disability, salary continuance, etc.10.Relocation allowances.E.Safety Matters, Health and EducationF.Security1.People2.Products and SuppliesG.Contract Services and Availability1.Mining2.MaintenanceXSALES AND MARKETINGThis important aspect is included for completeness, but it may well be covered by independent inquiries made away for the mining property. The differences for individual mineral products are so great that only skeletal guidance can be included here.A.Previous Sales History1.Marketable products made.2.Where and how sold, prices received.3.Special sales conditions, if any.4.Sales contracts in force.5.Quality of production.B.Marketing1.Envisage outlet for product.2.Pricing basis.3.Realization costs.4.Contractual quantities, quotas or restrictions.5.Concentrate schedule terms, treatment charges, penalties, etc.6.Freight charges, insurance costs.C.Market Demand and Pricing OutlookXIFINANCE AND TAXATIONA.Finance1.Consolidated and entity balance sheets and income statement including dividend and profit records.2.Sources of local finance, interest rates, etc.3.Currency and exchange controls.4.Local inflation rates, stability of local currency.5.Freedom to repatriate capital, pay dividends.B.Property Finance1.Balance sheets and income statements by property of cost centre.2.Investments by project.3.Annual report, on 10K.4.Details of indebtedness, loan agreements.5.Forms of financing (e.g. Joint Venture terms).6.Collectability of accounts receivable.7.Financial agreements (including exploration and development commitments), leases, pension liabilities, contingent liabilities.8.Cost and variance statements, operational reports.C.Taxation1.Income tax system and rates, mining taxes, severance taxes, property taxes, employee profit sharing.2.Depreciation rates for tax purposes, calculation of taxable income.3.Treatment of exploration, property acquisition costs.4.Withholding taxes. Repatriation of funds.5.Incentives for exploration and development.6.Administration of tax system, competence of tax officials.7.Export and import taxes, sales taxes, VAT.8.Property tax information, opening balances for depreciation, exploration, losses, etc. available for future years.9.Last taxation year that has been audited, copy of reassessment.10.Trends, potential changes.XIILEGAL1.Outstanding agreements and liabilities. (Also in Financial and Taxation).2.Litigation pending or anticipated.3.States and/or countries in which the entity is authorized to conduct business.4.Articles of incorporation, by-laws, action of Board of Directors for both parentand subsidiary companies.5.Anti-trust considerations.6.Environmental laws, regulations, or other considerations to be noted.7.Laws of special interest governing the entitys activities in a particular jurisdiction.8.Legal constraints on entitys transference of business and/or assets.9.Insurance policies.XIIIPOLITICAL1.Customs of local people.2.Sources of “local knowl