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1、AUDITOR S REPORTYue Hua Shen / Yan Zi (2014) No. 0002 ICPA filing number: 020201401000420To all shareholders of * Co., Ltd:We have audited the accompanying financial statements of * Co., Ltd ( “Your Company” ), which comprise the balance sheetas of 31 December 2013, the income statement,statement of

2、 changes in owners equity and cash flow statement for the year then ended, and notes to the financial statements.I. Management s responsibility for the financial statementsManagement of your Company is responsible for the preparation and fair presentation of financial statements.This responsibility

3、includes: (1) in accordance with the Accounting Standardsfor Business Enterprises and its relevant provisions, preparing the financial statements and reflecting fair presentation; (2) designing, implementing and maintaining the necessary internal control in order to free financial statements from ma

4、terial misstatement, whether due to fraud or error.II. Auditors responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Chinese Certified Public Accountants Auditing Standards. Those standards require that

5、we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The pr

6、ocedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error. In making those risk assessments, we consider the internal control relevant to the preparation and fair presentation of the fin

7、ancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonablenessof ac

8、counting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.III. OpinionIn our opinion, the financial statements of your Co

9、mpany have been prepared in accordance with the Accounting Standards for Business Enterprise and its relevant provisions in all material respect, and present fairly the financial position of your Company as of 31 December 2013, and the results of its operations and cash flows for the year then ended

10、.Guangdong Huaxin Accounting Firm (general partner)Guangdong, ChinaChin ese Certified Public Acco untant:Chin ese Certified Public Acco untant:Jan uary 3, 2014BALANCE SHEETAS OF 31 DECEMBER 2013Unit: RMB Yua nCompa ny: * Co., LtdAssetEnding bala neeBeg inning Bala neeLiabilities and all parties equi

11、ty (or shareholders equity)Ending bala neeBeg inning Bala neeCurrent Assets:Curre nt liabilities:Mon etary fundsShort-term borrow ingsTran sact ionfinan cialassetTran sact ion finan cial liabilitiesNotes receivableNotes payableAcco unt receivableAcco unt payableAcco unt paid in adva neeAcco unt rece

12、ived in advaneeIn terest receivableEmployee s compe nsati on payableDivide nd receivableTax payableOther acco unt receivableIn terest payableInven toriesDivide nd payableNon-current assets due withi n 1 yearOther acco unt payableOther curre nt assets-Non-curre ntliabilitiesdue withi n 1 yearTotal cu

13、rre nt assets-Other curre nt liabilitiesNon-curre nt assets:Total curre nt liabilities-Availableforsalefinan cial assetsNon-curre nt liabilities:Maturity in vestme ntsLon g-term borrow ingsLon g-termacco untreceivablesBonds payableLon g-termequityinv estme ntLon g-termacco untpayableInv esti ng prop

14、ertySpecial payablesFixed assetAccrued liabilitiesProject in con struct ionDeferred tax liabilitiesEngin eeri ng materialOthernon-curre ntliabilitiesFixed asset disposalTotalnon-curre ntliabilitiesProductio nbiologicalassetsTotal liabilities-Oil and gas assetsOwner s equity ( or shareholders equity)

15、Intan gible assetsPaid-in capital (or share capital)Developme nt expe nseCapital surplus-GoodwillLess: Treasury StockLon g-term expe nse to be apporti onedEarned surplusDeferred tax assetsReta ined earnings-Other non-curre nt assetsTotal owner equity (or shareholders equity)-Total non-curre nt asset

16、s-Total assetsTotal liabilities and owner s equity (or shareholders equity)Prepared by:Audited by:Finance Man ager:Compa ny Leader:INCOME STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2013Un it: RMB Yua nCompa ny: * Co., LtdItemsCumulative amount in this yearAmount in last yearI. Operati ng in comeMinus:

17、Operati ng costTaxes and associate chargesSelli ng and distributio n expe nsesAdmi nistrative expe nses-Finan cial expe nse-Asset impairme nt lossPlus: gain from change in fair value ( loss with Gai n from in vestme nt ( loss with -)In cludi ng: in come form inv estme nt on affiliated en terprise an

18、d joint en terpriseII. Operating profit (loss with )-Plus: non-bus in ess in come-Less: non-bus in ess expe nseIn clud ing: loss from non-curre nt asset disposalIII. Total profit (loss with -)-Less: In come taxIV. Net profit (loss with )-V. Earnings per share(I) basic earnings per share(II) diluted

19、earnings per shareVI. Other comprehe nsive earningsVII. Total comprehe nsive earnings-Prepared by:Audited by:Finance Man ager:Compa ny Leader:CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2013Un it: RMB Yua nCompa ny: * Co., LtdItemsTimesAmount in this yearCumulative amount in last year1. Cash f

20、lows arising from operating activities:0Cash received from sales of goods or rending o services1Refund of tax and fare received2Other cash received relating to operating activities3Sub-total of cash in flows4Cash paid for goods and services5Cash paid to and on behalf of employees6Tax and fare paid7O

21、ther cash paid relati ng to operati ng activities8Sub-total of cash outflows9Net cash flow from operat ing activities102. Cash flows aris ing from inv estme nt activities0Cash received from return of in vestme nts11Cash received from in vestme nt in come12Net cash received from disposal of fixed ass

22、ets, intan gible assets and other Ion g-term assets13Net cash received from disposal of subsidiaries and other bus in ess un its14Other cash received relating to investment activities15Sub-total of cash in flows16Cash paid for acquiri ng fixed assets, intan gible assets and other long-term assets17C

23、ash paid for acquiri ng inv estme nts18Net cash received from subsidiaries and other bus in ess un its19Other cash paid relati ng to inv estme nt activities20Sub-total of cash outflows21Net cash flow from investing activities223. Cash flows arising from financing activities:0Cash received from absor

24、b ing in vestme nt23Cash received from borrow ings24Other cash relating to financing activities25Sub-total of cash in flows26Cash paid for settli ng debt27Cash paid for distributi on of divide nds or profit or reimbursi ng in terest28Other cash payments relating to financing activities29Sub-total of

25、 cash outflows30Net cash flow from financing activities314. In flue nee on cash due to fluctuati on in excha nge rate345. Net in crease in cash and cash equivale nts35Add : Bala nee of cash and cash equivale nts at the beg inning of the year366. Bala nee of cash and cash equivale nts at the end of t

26、he year37Suppleme ntary in formati on:0Attached project of cash flow stateme nt01. Net profit is adjusted to cash flow of operati ng activities0Net profit38Impairme nt of assets39Fixed asset depreciation, depletion of oil and gas assets and depreciation of productive biological assets40Amortizati on

27、 of intan gible assets41Amortizati on of Ion g-term prepaid expe nses42Treatment of losses of fixed assets,intangible assets and other Ion g-term assets43Loss on retirement of fixed assets44Loss of cha nges in fair value45Finance costs46In vestme nt losses47Decrease in deferred in come tax assets48I

28、n crease in deferred in come tax liabilities49Decrease in inven tories50Decrease in operati ng receivables51In crease in operati ng payables52Others53Net cash flow from operat ing activities542. Investing and financing activities not relating to cash0Debt into capital55Con vertible debt due with in

29、one year56Finance leased fixed assets573. Net in crease in cash and cash equivale nts0Bala nee of cash at the end of this period58Less: bala nee of cash at the beg inning of this period59Add: bala nee of cash equivale nts at the end of this period60Less: balanee of cash equivalents at the beg inning

30、 of this period61Net in crease in cash and cash equivale nts62Prepared by:Audited by:Finance Man ager:Compa ny Leader:STATEMENT OF CHANGES IN OWNEREQUITYFOR THE YEAR ENDED 31 DECEMBER 2013Compa ny: * Co., LtdItemsAmount in this yearAmount in last yearPaid-u p capitalCapita l surplu sEarned surplu sR

31、etai n ed earni n gsTotal owner s equityPaid -up capit alCapi tal surpl usEarn ed surpl usReta ined earni ngsTotal own ers equit yI. bala nee at the end of last year-Add:cha ngeofacco un ti ng policy-Correcti on of errors in previous period-II. Bala nee at the begi nning of this year-III. I ncrease/

32、 decrease of amount in this year ( “” means decrease)(I) Net profit-(II) Gains and losses directly in eluded in the own ers equity1. Net cha nge amount in fair value of financial assets available for sale2. In flue nee of cha nges in other own ers equity of inv estors un der the equity method3. In f

33、lue nee of in come tax relat ing to the own ers equity project4. Others-Subtotal of (I) and (II)-(III) In put an reduced capital of owners-1. In put capital of owners-2.Am ount of shares included in the owners equity3. Others-(IV) Profit distributio n-1. Withdrawing earned surplus-2. Distributio n t

34、o all owners (or shareholders)-3. Others-(V) In ternal carry ing forward of owners equity1.Capitalsurplustran sfers to paid-i n capital (or share capital)2.Earned surplustran sfers to paid-i n capital (or share capital)3. Earned surplus makes up losses-4. Others-IV. Bala nee at the end of this perio

35、d-Legal represe ntative: Pers on in charge of acco un ti ng: Leader of acco unting departme nt:22 / 22*CO., LTDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31,2013(All amou nts in RMB Yua n)I. Company Profile* Co., Ltd. (here in after referred to as the Compa ny) is a limited liabili

36、ty company (Sino-foreign joint venture) jointly invested and established by * Co., Ltd. and * Limited on 24 June 2013. On December 26, 2013, the shareholders have been changed to* co., ltd and * LIMITED.Bus in ess Lice nse of En terprise Legal Pers on Lice nse No.:Legal Represe ntative:Registered Ca

37、pital: RMB (Paid-in Capital: RMB )Address:Busin ess Scope: Financing and leas ing bus in ess; leas ing bus in ess; purchase of leased property from home and abroad; residue value treatme nt and maintenance of leased property; consulting and guarantees of lease transaction (articles invoIved in the i

38、n dustry lice nse man ageme nt would be dealt in terms of n ati onal releva nt stipulati ons)II. Declaration on following Accounting Standard for Business Enterprises The financial statements made by the Company are in accordanee with the requireme nts of Acco un ti ng Sta ndard for Busin ess En ter

39、prises, which reflects the financial position, financial performance and cash flow of the Company truly and completely.III. Basic of preparation of financial statementsThe Compa ny impleme nts the Acco unting Stan dards for Bus in ess En terprises (Finance and Accounting 2006 No. 3” )issued by the M

40、inistry of Finance on February 15, 2006 and the successive regulations. The Company prepares its financial stateme nts on a going concern basis, and recog ni zes and measuresits acco unting items in complia nce with the Acco un ti ng Sta ndards for Busin ess En terprises -Basic Stan dards and other

41、releva nt acco unting sta ndards, applicati on guideli nes and criteria for interpretation of provisions as well as the significant accounting policies and acco un ti ng estimates on the basis of actual tran sacti ons and eve nts.IV. The main accounting policies, accounting estimates and changes Fis

42、cal yearThe Company adopts the calendar year as its fiscal year from January 1 to December 31.Functional currencyRMB was the fun cti onal curre ncy of the Compa ny.Acco un ti ng measureme nt attributeThe Company adopts the accrual basis for accounting treatments and double-entry bookkeep ing of borr

43、ow ing for finan cial acco un ti ng. The historical cost is gen erally as the measurement attribute, and when accounting elements determined are in line with the requirements of Accounting Standards for Enterprises and can be reliably measured,the replacement cost, net realizable value and fair valu

44、e can be used for measureme nt.Accounting method of foreign currency transactionsThe Compa nyforeig n curre ncy tran sact ions adopt approximate spot excha nge rate of the transaction date to convert into RMB in accordanee with systematic and rati onal method; on the bala nee sheet date, the foreig

45、n curre ncy mon etary items use the spot exchange rate of the balanee sheet date. All balances of exchange arising from differe nces betwee n the bala nee sheet date spot excha nge rate and the in itial recognition or the former balanee sheet date spot exchange rate, except that the excha nge gains

46、and losses aris ing by borrow ing foreig n curre ncy for the eon structi on or product ion of assetseligible for capitalizatio n are tran sactedin accorda ncewith capitalizati on prin ciples, are in eluded in profit or loss in this period; the foreig n curre ncy non-mon etary items measured at histo

47、rical cost will still be conv erted with the spot excha nge rate of the tran sact ion date.The standard for recognizing cash equivalentWhe n making the cash flow stateme nt, cash on hand and deposits readily to be paid will be recog ni zed as cash, and short-term (usually no more tha n three mon ths

48、), highly liquid and readily con vertible to known amounts of cash with in sig nifica nt risk of cha nges in value are recog ni zed as cash equivale nt.Financial InstrumentsClassification, recognition and measurement of financial assets-The company at the time of initial recognition of financial ass

49、ets divides it into the following four categories: financial assets measured at fair value with changes in eluded in the profit or loss of this period, loa ns and receivables, finan cial assets available for sale and held-to-maturity investments. Financial assets are measured at fair value whe n in

50、itially recog ni zed. Releva nt tran sact ion costs of finan cial assets measured at fair value with cha nges in eluded in the profit or loss of this period are recog ni zed in profit or loss of this period, and releva nt tran sact ion costs of other categories of financial assets are recognized in

51、the amount initially recognized.-Finan cial assets measured at fair value with cha nges in eluded in the profit or loss of this period refer to the short-term sales finan cial assets, in clud ing finan cial assets held for trad ing or finan cial assets measured at fair value with cha nges in eluded

52、in the profit or loss of this period designated upon initial recognition by the management. Finan cial assets measured at fair value with cha nges in eluded in the profit or loss of this period are subseque ntly measured at fair value, and the in terest or cash divide nds obta ined duri ng the holdi

53、 ng period will be recog ni zed as inv estme nt in come, and the gains or losses of the cha nge in fair value at the end of this period are recog ni zed in the profit or loss in this period. When it is disposed, the differenee between the fair value and the in itial recorded amount is recog ni zed as inv estme nt in come, while adjusting gains from changes in the fair value.-Loans and receivables: the non-derivative financial assetswithout the price in an ac