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1、Exhibit 18-b: Scanned Copies of Audit ReportBeijing Nseer Technology Co., Ltd.Audit Report of 2014JSLSZ (2015) No. 1008ContentsProject ContentsNo.Audit Report1-2Balance Sheet3Statement of Profit and ProfitDistribution4Cash Flow Statement5Affiliated Notes to AccountingStatement6-12Audit ReportJSLSZ (

2、2015) No. 1008Beijing Nseer Technology Co., Ltd.We have audited the accompanying balance sheet of Beijing Nseer Technology Co., Ltd., including the balance sheet on Dec. 31,2014, statement of profit and profit distribution, cash flow statement, and notes to the fanatical statements.I. Management s R

3、esponsibility for the Financial Statements.The management is responsible for the preparation and fair presentation of these financial statements in accordance with the Accounting Standards for Business Enterprises and China Accounting System for Business Enterprises. This responsibility includes: (1

4、) designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; (2) selecting and applying appropriate accounting policies; and (3) making accounting estimate

5、s that are reasonable in the circumstances.II. Auditors ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing for Certified Public Accountants. Those standards require that we co

6、mply with 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 proced

7、ures selected depend on the auditor s 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, the auditor considers internal control relevant to the entity s preparation and fair presentati

8、on of the financial 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 entitys internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and th

9、e reasonableness of accounting 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. Audit opinionIn our opinion, the fin

10、ancial statements of Beijing Nseer Technology Co., Ltd. is prepared in accordance with the Accounting Standards for Business Enterprises, and give a true and fair view of the financial position of the Beijing Nseer Technology Co., Ltd. as of Dec. 31, 2014, and of its financial performance and its ca

11、sh flows for the Year 2014Attached:1. Balance Sheet on December 31,2014 of Beijing Nseer Technology Co., Ltd.2. Statement of Profit and Profit Distribution Table in 2014 of Beijing Nseer Technology Co.,Ltd.3. Cash Flow Statement in 2014 of Beijing Nseer Technology Co., Ltd.4. Affiliated Notes to Acc

12、ounting Statement in 2014 of Beijing Nseer Technology Co., Ltd.Beijing Shoulv CPAs (LLP)Chinese Certified Public Accountant: Jianhua HuBeijing China (Seal)(Seal)Chinese Certified Public Accountant: Fujun YanJanuary 15, 2015Beijing Institute of Certified PublicIntegrity, Objectivity and FairnessBOCPA

13、 15A066370Accountants60168220Balance SheetUnit : YuanDec. 31,2014AssetsNumberAT BEG. OFPERIODAT END OFPERIODLiabilities and owner s equityNumberAT BEG. OFPERIODAT END OFPERIODCurrent assets:Current liabilities:Cash18,795, 371.896,423. 603. 36Short-term borrowing685,000,000.00Short-term investment2No

14、tes payable69Notes receivable3Account payable702, 089, 792.282,780, 850.80Dividends receivable4Deposit received7111,872,740. 015,290,517.72Interest receivable5Wages payable72Receivables61,695,735.679,685,647. 71Welfare payable73Other receivables7567,592.273,511,700. 72Dividends payable74Advance paym

15、ent86.771,252.006.556,171.74Tax payable75256, 750.26Allowance receivable9-Other fees payable80Inventory104, 827, 849. 026,021.269.21other payables814,723,177.262,178,433.80Deferred and prepaid expenses113,148,551.671,418,218. 67Unpaid profits76Long-term bond investments due within one year21Drawing

16、expense in advance82Other current assets24Anticipation liabilities83long-term debt due within oneyear86Total current assets3125.806,352. 5233,616,611.41Other current liability90Long-term investment:Total current liability10018,685.709.5515, 506, 552.58Long-term equity investment32Long-term liabiliti

17、esLong-term debt investment34Long-term loan101Total for long-term investment38-Bonds payable102Fixed assets:long-term payable103Original value of fixed assets3933,496,225.5235,248, 378.11Special payable106Less: accumulated depreciation403,230,930.086,003,029.44Other long-term liabilities108Net value

18、 of fixed assets4130,265,295.4429.245.348.67Total long-term liabilities110Less; fixed assets depreciation reserves42Deferred tax:Net fixed assets4330, 265,295.4429,245,348.67Deferred tax credit111Engineering material44Total Liabilities11418,685. 709.5515, 506,552.58Construction in progress45Minority

19、 stockholders interestDisposal of fixed assets46Owners equity (stockholders equity)Total fixed assets5030,265.295.4429,245, 348.67Paid-up capital (or dividends)1159,200,000.009,200,000.00Intangible assets and other assets:Less: investment returned116Intangible assets516,881,000.006,164,000.00Net pai

20、d-up capital (dividends)1179,200,000.009,200,000.00Long-term deferred and prepaidexpenses52Capital reserve118Other long-term assets53Surplus reserve119Intangible assets and total otherassets606, 884,000.006,164,000.00Among: statutory public welfare fund120Deferred tax:Undistributed profit12135, 069,

21、938.4144, 319, 407. 50Deferred taxes debit61Total owners equity (stockholders equity)12244, 269, 938.4153,519,407.50Preparation Unit: Beijing Nseer Technology Co., Ltd.Total assets6762,955,647.9669,025,960.08Total liabilities and ownersequity (or shareholders equity)13562,955,647.9669,025,960.08Item

22、sNumberThis Year Cumulative AmountLast-term AmountI. Main operation revenue183,101,574.8683,101,574.86Less: main operating costs253,429,923. 7353,429,923.73Main operating tax and additions31,958,608.311,958,608.31II. Main operating profits (fill by -for losses)427,713,042.8227,713,042.82Add: other o

23、perating profits ( fill by - for losses)5-Less: operating costs611,360,387,.1911,360,387,.19Management costs75,216,791.175,216,791.17Financial costs8254,136.12254,136.12III. Operating profit (fill by - for total losses)910,881,728.3410,881.728.34Add: income from investment (fill by - for total losse

24、s)10-Subsidy revenue11-Profit StatementPreparation Unit: Beijing Nseer Technology Co., Ltd.2014Unit: YuanNon-operating revenue12-Less: non-operating expenses14-IV. Total profit (fill by- for net losses)1510, 881,728. 3410,881,728. 34Less: income tax161,632,259. 251,632,259. 25Minority stockholders i

25、nterest17-V. Net profits (fill by-” for total losses)189, 249,469. 099,249,469.09Cash Flow StatementPreparation Unit: Beijing Nseer Technology Co., Ltd.2014Unit: YuanItemsNumberAmountSupplemental InformationNumberAmountI. Cash flows from operating activities:1. Reconciliation of net profit to cash f

26、lows fromoperating activitiesCash received from sales of goods or rending of services166,219,463.68Net profit579,249, 469.09Refund of tax and levy3Plus: Provision for assets58Other cash received relating to operating activities81,658,893.37Depreciation of fixed assets592,772,099.36Sub-total of cash

27、inflows967,878,357.05Amortization of intangible assets60720, 000.00Cash paid for goods and services1046,219,217.11Amortization of long-term deferred expenses61-Cash paid to and behalf of employees1210,970,060.81Decrease of deferred expenses (Less: addition)641,730, 333.00Cash paid to taxes and expen

28、ses132,770,854.20Addition of accrued expense (Less: decrease)65Other cash paid relating to operating activities188,537,840.54Losses on disposal of fixed assets, intangible assets andother long-term assets(or deduct: gain)66Sub-total of cash outflows2068,497,972.99Losses on scrapping of fixed assets6

29、7Net cash flows from operating activities21-619,615.94Finance Expense68II. Cash flows from investing activitiesLosses arising from investment(or deduct :gain)69Cash received from return of investment22Deferred tax credit(or deduct: debit)70Cash received from investments23Decrease in inventories (or

30、deduct: increase)71-1,193,420.19Net cash received from disposal of fixed assets, intangible assets andother long-term assets25Decrease in operating receivables(or deduct: increase)72-10,718,940.23Other cash received relating to operating activities28Increase in operating receivables(or deduct: decre

31、ase)73-3,179,156.97Sub-total of cash inflows29Others74Cash paid to acquire fixed assets, intangible assets and otherlong-term assents301,752,152.59Net cash flows from operating activities75-619,615.94Cash paid for investments31Other cash paid relating to operating activities35Sub-total of cash outfl

32、ows361,752,152. 59Net cash flows from investing activities37-1,752,152.592. Investing and financing activities that do not involve incash receipts and paymentsIII. Cash flows from financing activitiesDebts transfer to capital76Cash received from investors38One year due convertible bonds77Cash from b

33、orrowings40Financing rent to the fixed asset78Other cash received relating to financing activities43Sub-total of cash inflows44-Cash repayments of amount borrowed45Cash payments for distribution of dividends or profits463. Net increase in cash and cash equivalentsOther cash payment relating to finan

34、cing activities52Cash at the end of period796,423,603.36Sub-total of cash inflows53-Less: cash at the beginning of the period808,795,371.89Net cash flows from financing activities54-Plus: cash equivalents at the end of the period81IV. Effect of foreign exchange rate changes on cash55Less: cash equiv

35、alents at the beginning of the period82V. Net increase in cash and cash equivalents56-2,371,768.53Net increase in cash and cash equivalents83-2,371,768.53Beijing Nseer Technology Co., Ltd.Affiliated Notes to Accounting Statement 2014(Unit: Yuan)I. Pro the CompanyBeijing Nseer Technology Co., Ltd. wa

36、s founded in August 8, 2000. The company obtains the corporate business license after the approval of Haidian Branch of Beijing Administration for Industry & Commerce; registration No.: 1147; company type: limited liability company; registered capital: RMB 10,000,000.00; paid up capital: RMB 9,200,0

37、00.00; regal representative: Youtao Liu.Registered address: Room 404 and 405, Block E, Building 1, No. 12, Shangdixinxi Road, Haidian District, Beijing Business Scope: licensed operating items: noneGeneral operating items: technology development, transfer, consultation, training, service; sales for

38、developed products, telecommunications equipment, cultural office supplies, electronic components, computer hardware and software and peripheral equipment, hardware and electrical equipment, chemical products (excluding hazardous chemicals and a class of precursor chemicals), building materials, ste

39、el products, arts and crafts: undertaking the computer network project (Except the projects that do not obtained the administrative permission). The next time contribution time is April 19, 2014, and the intellectual property contribution is RMB 7,200,000.00.II. Principal Accounting Policy1. Account

40、ing System: Enterprise Accounting System2. Fiscal Year: from January 1 to December 31of each calendar year.3. Bookkeeping Currency: bookkeeping currency is Ren Min Bi.4. Bookkeeping Basis and Pricing Principle: the company adopts the accrual system as the base of bookkeeping principle, and takes his

41、toric cost as the pricing basis.5. Accounting Method of Foreign Currency Operations:Foreign currency operations adopt the spot rate of the transaction date as the exchange rate convert, equivalent RMB for bookkeeping.6. Determining Standard of Cash Equivalent:When the cash flow statement is prepared

42、, cash equivalents represent short-term (expire within 3 months since the purchase date), highly liquid investments that are readily convertible into known amounts of cash and that are subject to an insignificant risk of change in value. Equity investment is regarded as cash equivalent.7. Accounting

43、 Method of Fixed Assets(1) Standard of fixed assets: the(2) House buildings, machinery equipment, transportation equipment and other equipment, measuring implement and tool related to the production and articles that do not belong to production operations with the service life of more than one year.

44、(3) Category of the fixed assets: transportation equipment, office equipment, etc.(4) Valuation of the fixed assets: valuated according to the actual cost.8. Intangible assets(1) Valuation of the intangible assetsThe intangible assets shall be initially measured according to its cost.The cost of out

45、sourcing intangible assets shall include the purchase price, relevant taxes and other necessary expenditures directly attributable to intangible assets for the expected purpose. Where the payment of purchase price for intangible assets is delayed beyond the normal credit conditions, which is of fina

46、ncing intention, the cost of intangible assets shall be determined on the basis of the current value of the purchase price.Entry value of the intangible assets obtained through enterprises consolidation by merger under the same control shallbe determined according to book value of the combined party

47、.(2) Service life and amortization of intangible assetsa. Intangible assets with limited service livesLand usage right is averagely amortized according to the service life period. If the price of outsourcing land and buildings cannot be reasonably allocated between the land usage right and buildings

48、, they will be all regarded as fixed assets.For the end of each period, the service life of the intangible assets with limited service and amortization method will be reviewed: if necessary, the service life needs to be adjusted. For the intangible assets with limited service life, they should be am

49、ortized according to the straight line method within the time limit of bringing economic benefits for enterprises.b. Intangible assets with uncertain service lifeIntangible assets with uncertain service life do not need to be amortized, and impairment test can be done at the end of the period.(3) In

50、tangible assets write-downWhen the recoverable amount of the intangible assets is lower than its book value, the book value can be written down to the recoverable amount.(4) Partition of research stage and development stage for internal R&D projectWhether the R&D activities of the company have the b

51、asic conditions for forming a new product or new technology as the main judgment basis, dividing the research stage and development stage.Whether the research activities that have been already carried out will shift to development or they will form intangible assets after development have large unce

52、rtainty, the R&D project is in R&D phase; when the R&D project has the basic conditions of forming a new product or new technology to a large extent, the R&D project will enter in development stage.The expenses in the R&D phase will be included in the current profits and losses when happened; the ex

53、penses in theR&D phase can be determined as the intangible assets when they satisfy the following conditions:Completing the intangible assets to make them has the feasibility of usage and sales in technology;The management has the intention of completing the intangible assets and usage or sales;Can

54、prove how the intangible assets can produce economic benefits;Having enough support of technical resources, financial resources and other resources to complete the development of intangible assets, and have the capacity to use and sell the intangible assets;Expenses belonging to the development phas

55、e of the intangible assets can be reliably measured.Expenses that do not satisfy the above conditions in the development phase are included in the current profits and losses when happened; expenses that have been capitalized in the development stage are listed as development expenses in balance sheet, and they will be switched to the intangible assets since the date that the project reaches intended serviceable condition.9. Revenue recognition principleAm