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1、A U D I T O RREPORTYue Hua Shen / Yan Zi (2014) No. 0002To all shareholders of * Co., Ltd:Wehave audited the accompanying financial statements of * Co., Ltd ( “Your Compan”y ), which comprise the balance sheet as of 31 December 201 3, the income statement, statement of changes in owner's equity

2、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 includes: (1) in acc

3、ordance with the Accounting Standards for 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 material misstatement

4、, 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 we comply with

5、 ethical requirements and plan and perform the audit to obtain reasonable assurance 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 procedures sele

6、cted 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 financial

7、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 appropriateness of accounting policies used and the reasonableness of account

8、ing 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 Company

9、 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 Companyas of 31 December2013, and the results of its operations and cash flows for the year then ended.Guangd

10、ong Huaxin Accounting Firm (general partner)Guangdong, ChinaChinese Certified Public Accountant:Chin ese Certified Public Acco untant: Jan uary 3, 2014BALANCE SHEETAS OF 31 DECEMBER 2013 Unit: RMB Yua nCompa ny: * Co., LtdAssetEnding bala neeBegi nnin g Bala neeLiabilitiesand allparties ' equity

11、 (or shareholders' equity)Ending bala neeBeg innin g Bala neeCurre nt Assets:Curre nt liabilities:Mon etary fundsShort-term borrow ingsTran sact ion finan cial assetTran sacti onfinan cialliabilitiesNotes receivableNotes payableAcco unt receivableAcco unt payableAcco untpaidinadvaneeAcco unt rec

12、eived in advaneeIn terest receivableEmployee" s compe nsati on payableDivide nd receivableTax payableOtheracco untreceivableIn terest payableInven toriesDivide nd payableNon-curre ntassetsdue with in 1 yearOther acco unt payableOther curre nt assetsNon-curre ntliabilitiesduewith in 1 yearTotal

13、curre nt assets-Othercurre ntliabilitiesNon-curre nt assets:Totalcurre ntliabilities-Availablefor salefinan cial assetsNon-curre nt liabilities:Maturity inv estme ntsLon g-term borrow ingsLon g-termacco untreceivablesBonds payableLon g-termequityinv estme ntLon g-termacco untpayableInv esti ng prope

14、rtySpecial payablesFixed assetAccrued liabilitiesProjectincon structi onDeferredtaxliabilitiesEngin eeri ng materialOthernon-curre ntliabilitiesFixed asset disposalTotalnon-curre ntliabilities-Production biological assetsTotal liabilities-Oil and gas assetsOwne' s equity ( or shareholders '

15、equity)Intan gible assetsPaid-i ncapital(orshare capital)Developme nt expe nseCapital surplus-GoodwillLess: Treasury StockLong-term expense to be apporti onedEarned surplusDeferred tax assetsReta ined earnings-Othernon-curre ntassetsTotal o wner' s equity (orshareholders 'equity)Totalnon-cur

16、re ntassets-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 2013 Un it: RMB Yua n Compa ny: * Co., LtdItemsCumulative amount in this yearAmount in last yearI. O

17、perati ng in comeMinus: 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 -')Gain from investment ( loss with -')In cludi ng:in come forminv estme

18、ntonaffiliated en terprise and joi nt en terpriseII. Operating profit (loss with - )-Plus: non-bus in ess in come-Less: non-bus in ess expe nseIn cludi ng:loss from non-curre ntassetdisposalIII. Total profit (loss with - )-Less: In come taxIV. Net profit (loss with - )-V. Earnings per share(I) basic

19、 earnings per share(II) diluted 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 2013 Un it: RMB Yua n Compa ny: * Co., LtdItemsTimesAmount in this yearCumu

20、lative amount in last year1. Cash flows arisingfrom operatingactivities:0Cash received from sales of goods or rending of 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 behal

21、f of employees6Tax and fare paid7Other cash paid relatingto operatingactivities8Sub-total of cash outflows9Net cash flow from operati ng activities102. Cash flows aris ingfrom inv estme ntactivities0Cash received from return of investments11Cash received from inv estme nt in come12Net cash received

22、from disposal of fixed assets,intangibleassets and otherIon g-term assets13Net cash received from disposal of subsidiaries and other bus in ess un its14Other cash receivedrelati ngtoinv estme nt activities15Sub-total of cash in flows16Cash paid for acquiri ng fixed assets, intangible assets and othe

23、r Iong-term assets17Cash paid for acquiri ng inv estme nts18Net cash received from subsidiaries and other bus in ess un its19Other cash paid relat ing to inv estme nt activities20Sub-total of cash outflows21Net cash flow from inv esti ng activities223. Cash flows arising from financing activities:0C

24、ash received from absorb ing inv estme nt23Cash received from borrow ings24Other cashrelat ingto financingactivities25Sub-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 payme nts relati ng to financing a

25、ctivities29Sub-total of cash outflows30Net cash flow from financing activities314. In flue nee on cash due to fluctuati on in excha nge rate345. Net in creasein cash and cashequivale nts35Add : Bala nee of cash and cash equivale nts at the beg inning of the year366. Bala nee of cash and cash equival

26、e nts at the end of the year37Suppleme ntary in formati on:0Attached project of cash flow stateme nt01. Net profit is adjusted to cash flow of operat ing activities0Net profit38Impairme nt of assets39Fixed asset depreciatio n, depleti on of oil and gas assets and depreciati on of productive biologic

27、al assets40Amortizatio n of intan gible assets41Amortizati onofIon g-termprepaidexpenses42Treatment of losses of fixed assets,43intangibleassets and other Iong-termassetsLoss on retirement of fixed assets44Loss of cha nges in fair value45Finance costs46Inv estme nt losses47Decrease in deferred in co

28、me tax assets48In creaseindeferredin cometaxliabilities49Decrease in inven tories50Decrease in operati ng receivables51In crease in operati ng payables52Others53Net cash flow from operati ng activities542. Inv esti ng and financing activitiesnotrelati ng to cash0Debt into capital55Conv ertible debt

29、due withi n one year56Finance leased fixed assets573. Net in creasein cash and cashequivale 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: bala nee of cash equivale nts at th

30、e beg inning of this period61Net in crease in cash and cash equivale nts62Prepared by:Audited by: Finance Man ager:Compa ny Leader:STATEMENT OF CHANGES IN OWERQUITYFOR THE YEAR ENDED 31 DECEMBER 2013Compa ny: * Co., LtdItemsAmount in this yearAmount in last yearPaid- up capit alCapit al surpl usEarn

31、e d surpl usRetai ned earni ngsTotal owner s' equit yPaid -up capi talCapi tal surp lusEarn ed surp lusReta ined earn ingsTotal owne rs' equityI. bala nee at the end of last year-Add:cha ngeofacco un ti ng policy-Correction of errors-in previous periodII. Bala nee at the beg inning of this y

32、earIII.In crease/decrease of amount in this year (-meansdecrease)(I) Net profit-(II) Gains and losses directlyin cludedinthe owners ' equity1. Net cha nge amount in fairvalue offinan cialassetsavailable for sale2.In flue neeofcha nges inotherown ers'equityofinv estors un der the equity metho

33、d3. In flue nee of in come tax relat ing to the own ers'equityproject4. 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 in cludedintheown ers' equity3. Others-(IV)Profitdistributio n-1. Withdraw ing earned surplus-2. D

34、istributio n to all owners(orshareholders)3. Others-(V) In ternal carry ing forward of own ers' equity1. Capitalsurplustransfers to paid-in capital(orsharecapital)2. Earned surplus transfers to paid-in capital(orsharecapital)3. Earned surplus makes up losses-4. Others-IV. Bala nee at the end of

35、this period-*CO., LTDLegal represe ntative:Pers on in charge of acco un ti ng:Leader of acco untingdepartme nt:NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31,2013(All amou nts in RMB Yua n)I. Compa ny Profile* Co., Ltd. (here in afterreferred to as the "Compa ny") is a lim

36、ited liabilitycompany(Sino-foreignjoint venture) jointlyinvested 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:Regis

37、tered Cap ital: RMB (Paid-in Cap ital: 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 (articlesinvoIved

38、in the in dustry lice nse man ageme nt would be dealt in terms of n ati onal releva nt stipulati ons)II. Declaratio n on followi ng Acco un ti ng Stan dard for Busin ess En terprisesThe financialstatementsmade by the Company are in accordanee with therequireme nts of Acco unting Sta ndard for Busin

39、ess En terprises, which reflects the finan cial positi on, finan cial performa nee and cash flow of the Compa ny truly and completely.III. Basic of preparation of financial statementsThe Compa ny impleme nts the Acco un ti ngStan dards forBus in ess En terprises( Finance and Accounting 2006 No. 3” )

40、 issued by the Ministry of Finance onFebruary 15, 2006 and the successive regulations.The Company prepares itsfinancial statements on a going concern basis, and recognizes and measures its acco un ti ng items in complia nee with the Acco unting Stan dards for Busin ess En terprises - Basic Stan dard

41、s and other releva nt acco untingsta ndards,application guidelines and criteria for interpretation of provisions as well as the significantaccounting policies and accounting estimates on the basis of actualtran sact ions and eve nts.IV. The main acco un ti ng policies, acco un ti ng estimates and ch

42、a ngesFiscal yearThe Companadopts the calendar year as its fiscal year from January 1 to December 31.Functional curre ncyRMB was the functional curre ncy of the Compa ny.Acco un ti ng measureme nt attributeThe Compa ny adopts the accrual basis for acco un ti ng treatme nts and double-e ntry bookkeep

43、ing of borrowingfor financialaccounting.The historical cost isgen erally as the measureme nt attribute, and whe n acco unting eleme nts determ ined are in line with the requirements of Accounting Standards for Enterprises and can be reliably measured, the replacement cost, net realizable value and f

44、air value can be used for measureme nt.Accoun ti ng method of foreig n curre ncy transactionsThe Company s foreign currency transactionsadopt approximate spot exchange rateof the tran sacti on date to convert into RMB in accorda nee with systematic and rati onal method; on the bala nee sheet date, t

45、he foreig n curre ncy mon etary items use the spot excha nge rate of the bala nee sheet date. All bala nces of excha nge aris ing from differe nces betwee n the bala nee sheet date spot excha nge rate and the initialrecognition or the former balanee sheet date spot exchange rate, exceptthat the exch

46、a nge gains and losses aris ing by borrow ing foreig n curre ncy for the eon structi on or product ion of assets eligible for capitalizatio n are tran sacted in accorda nee with capitalizatio n prin ciples, are in eluded in profit or loss in this period; the foreig n curre ncy non-mon etary items me

47、asured at historical cost will still be converted with the spot exchange rate of the transaction date.The sta ndard for reeog nizing 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

48、three mon ths), highly liquid and readily conv ertible to known amounts of cash with in sig nifica nt risk of cha nges in value are recog ni zed as cash equivale nt.Finan cial In strume ntsClassification, recognition and measurement of financial assets-The company at the time of initial recognition

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

50、 value whe n in itiallyrecog ni zed. Releva nt tran sact ioncosts of finan cialassets measured at fair value with cha nges in eluded in the profitor loss of this period are recog ni zed in profit or loss of this period, and releva nt transaction costs of other categories of financial assets are reco

51、gnized in the amount initially recognized.- Financial assets measured at fair value with changes included in the profit or loss of this period refer to the short-term sales financial assets, including financial assets held for trading or financial assets measured at fair value with changes included

52、in the profit or loss of this period designated upon initial recognition by the management.Financial assets measured at fair value with changes included in the profit or loss of this period are subsequently measured at fair value, and the interest or cash dividends obtained during the holding period

53、 will be recognized as investment income, and the gains or losses of the change in fair value at the end of this period are recognized in the profit or loss in this period. Whenit is disposed, the difference between the fair value and the initial recorded amount is recognized as investment income, while adjusting gains from changes in the fair value.-Loans and receivables: the non-derivative financial as