德勤-滴滴出行收购OFO项目商业尽职调查报告-20180825.pdf

1、Project BaritaDraft limited scope financial due diligence reportM&A Transaction Services25 August 20182Project Barita|DRAFT Report|25 August 20182018 Deloitte&Touche Financial Advisory Services Limited|Private and ConfidentialStrictly private and confidentialThis Draft Report has been prepared on th

2、e basis of the limitations set out in the Scope and Bases of Work in Appendix 1 and the mattersnoted in the transmittal letter over the page.This Draft Report contains a number of outstanding matters,identified by square brackets(“”)or italics,that require clarification or are subject to confirmatio

3、n.In addition,this report is still subject to our internal review proceduresand accordingly,we reserve the right to add to,delete from and/or amend the Draft Report as appropriate.No party(including the client)may place any reliance whatsoever upon this Draft Report or any part hereof.All duties and

4、 liabilities(including without limitation,thosearising from negligence or otherwise)to any party are specifically disclaimed.This Draft report should not be referenced,quoted or distributed in whole or in part without the prior written consent of Deloitte&ToucheFinancial Advisory Services Limited.3P

5、roject Barita|DRAFT Report|25 August 20182018 Deloitte&Touche Financial Advisory Services Limited|Private and ConfidentialWe enclose our draft limited scope financial due diligence report(the“DraftReport”)prepared in connection with the proposed investment in OFOInternational Inc.and its subsidiarie

6、s(the“Proposed Transaction”)inaccordance with the terms of the engagement agreement,signed andagreed between the parties dated 24 July 2018(the“Agreement”).We draw your attention to Appendix 1 titled“Scope and Bases of Work”included in the Draft Report in which we refer to the scope of our work,sour

7、ces of information and the limitations of the work undertaken.TheDraft Report has been prepared on the basis of work carried out up to 17August 2018(the“Cut-Off Date”)and we have not updated our work sincethat date.The Draft Report is confidential to and for the internal use of the Client(asdefined

8、in the Agreement)and is subject to the restrictions on use anddistribution specified in the Agreement and Appendix 1 herein.No party isentitled to rely on the Draft Report for any purpose whatsoever and weaccept no responsibility or liability to any party in respect of the contents ofthe Draft Repor

9、t.As a result of the limitations on scope,information and/or access as notedin Appendix 1 herein,we may not have identified all facts or informationrelevant with respect to the Services(as defined in the Agreement)or that you may regard as relevant.In addition,information madeavailable to us has inc

10、luded unaudited information and may not have beencorroborated.Accordingly,we accept no responsibility for the reliability ofthe information to the extent it is inaccurate,incomplete or misleading,orfor matters not covered by the Draft Report or omitted due to the limitednature of our work.Also,manag

11、ement of OFO International Inc.and itssubsidiaries(the“Target Group”)has not confirmed the factual accuracy ofthe Draft Report.As a result,our work and the Draft Report should not be considered anadequate substitute for a normal scope investigation on which reliancecould properly be placed as part o

12、f the process in making an investmentdecision.Yours faithfully,Carl FangEngagement PartnerThe Board of DirectorsBeijing Didi Infinity Technology and Development Co.,Ltd.(北京嘀嘀无限科技发展有限公司)Building 34,No 8,Dongbeiwang West Road,Haidian District,Beijing22 August 2018Dear Sirs,Project BaritaDeloitte&Touch

13、e Financial Advisory Services Limited30F,Bund Center222 Yan An Road EastShanghai 200002,PRCTel:+86 21 6141 Barita|DRAFT Report|25 August 20182018 Deloitte&Touche Financial Advisory Services Limited|Private and ConfidentialGlossaryClient/You/DidiBeijing Didi Infinity Technology and Development Co.,Lt

14、d.Deloitte/WeDeloitte&Touche Financial Advisory Services LimitedTarget GroupOFO International Inc.and its subsidiariesCover PeriodFY17 and YTD18Proposed TransactionYour proposed investment in Target GroupFY17Fiscal year ended 31 December 2017YTD18The first six months of 2018Dec-1731 December 2017Jun

15、-1830 June 20181HXXFirst six months ended 30 June 20 xx2HXXSecond six months ended 31 December 20 xxQ1-xxThe first quarter ended 31 March 20 xxQ2-xxThe second quarter ended 30 June 20 xxQ3-xxThe third quarter ended 30 September 20 xxQ4-xxThe forth quarter ended 31 December 20 xxAPAccounts payableApp

16、x.AppendixASPAverage selling priceATSAdvances to suppliersbnBillionBoDBoard of DirectorsBSBalance sheetc.Circa or approximatelyCAPEXCapital expenditureDAUDaily Active user(DAU is defined as the user who has completed at least one order on OFO APP in a day)DepnDepreciationDiffDifferenceDiscountDiscount=GMV Net revenueEBITDAEarnings before interest,tax,depreciation and amortisatione.g.For exampleetc.Et ceteraFIFOFirst-in first-outGAAPGenerally Accepted Accounting Principles5Project Barita|DRAFT Re