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1、AUDITOR S REPORTYue Hua Shen / Yan Zi (2014) No. 0002ICPA 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 owner's 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 responsibi
3、lity 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 fr
4、om material 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 req
5、uire that we comply 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 stateme
6、nts. The procedures 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 presen
7、tation 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 internal control. An audit also includes evaluating the appropriateness of accounting policies used and the r
8、easonablenessof 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. OpinionIn our opinion, the financial sta
9、tements of your Company 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 t
10、he year then ended.Guangdong Huaxin Accounting Firm (general partner)Guangdong, ChinaChinese Certified Public Accountant:Chinese Certified Public Accountant:January 3, 2014BALANCE SHEETAS OF 31 DECEMBER 2013Unit: RMB YuanCompany: * Co., LtdAssetEndingBeginningLiabilities and all partiesEnding Beginn
11、ingbalanceBalanceequity (or shareholders'balanceBalanceequity)Current Assets:Current liabilities:Monetary fundsShort-term borrowingsTransactionfinancialTransaction financialassetliabilitiesNotes receivableNotes payableAccount receivableAccount payableAccount paid in advanceAccount received inadv
12、anceInterest receivableEmployee scompensation payableDividend receivableTax payableOther account receivableInterest payableInventoriesDividend payableNon-currentassetsdueOther account payablewithin 1 yearOther current assets-Non-currentliabilitiesdue within 1 yearTotal current assets-Other current l
13、iabilitiesNon-current assets:Total current liabilities-AvailableforsaleNon-current liabilities:financial assetsMaturity investmentsLong-term borrowingsLong-termaccountBonds payablereceivablesLong-termequityLong-termaccountinvestmentpayableInvesting propertySpecial payablesFixed assetAccrued liabilit
14、iesProject in constructionDeferred tax liabilitiesEngineering materialOthernon-currentliabilitiesFixed asset disposalTotalnon-current -liabilitiesProductionbiologicalTotal liabilities-assetsOil and gas assetsOwner s equity (orshareholdersequity)Intangible assetsPaid-in capital (or sharecapital)Devel
15、opment expenseCapital surplus-GoodwillLess: Treasury StockLong-term expense to beEarned surplusapportionedDeferred tax assetsRetained earnings-Other non-current assetsTotal owner sequity(or-shareholdersequity)Total non-current assets-Total assets-Totalliabilitiesand-owner sequity(orshareholdersequit
16、y)Prepared by:Audited by:Finance Manager:Company Leader:INCOME STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2013Unit: RMB YuanCompany: * Co., LtdItemsCumulative amount Amount inin this yearlast yearI. Operating incomeMinus: Operating costTaxes and associate chargesSelling and distribution expensesAdminis
17、trative expenses-Financial expense-Asset impairment lossPlus: gain from change in fair value ( loss with -)Gain from investment ( loss with -)Including: income form investment on affiliatedenterprise and joint enterpriseII. Operating profit (loss with -)-Plus: non-business income-Less: non-business
18、expenseIncluding: loss from non-current asset disposalIII. Total profit (loss with -)-Less: Income taxIV. Net profit (loss with -) - V. Earnings per share(I) basic earnings per share(II) diluted earnings per share VI. Other comprehensive earningsVII. Total comprehensive earningsPrepared by:Audited b
19、y:Finance Manager:-Company Leader:CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2013 Company: * Co., LtdUnit: RMB YuanItemsTimesAmount in this yearCumulative amount in last year1. Cash flows arising from operating activities: 0 Cash received from sales of goods or rending of 1 servicesRefund of
20、tax and fare received2Other cash received relating to operating3activitiesSub-total of cash inflows4Cash paid for goods and services5Cash paid to and on behalf of employees6Tax and fare paid7Other cash paid relating to operating activities8Sub-total of cash outflows9Net cash flow from operating acti
21、vities102. Cash flows arising from investment activities0Cash received from return of investments11Cash received from investment income12Net cash received from disposal of fixed assets,13intangible assets and other long-term assetsNet cash received from disposal of subsidiaries14and other business u
22、nitsOther cash received relating to investment15activitiesSub-total of cash inflows16Cash paid for acquiring fixed assets, intangible17assets and other long-term assetsCash paid for acquiring investments18Net cash received from subsidiaries and other19business unitsOther cash paid relating to invest
23、ment activities20Sub-total of cash outflows21Net cash flow from investing activities223. Cash flows arising from financing activities:0Cash received from absorbing investment23Cash received from borrowings24Other cash relating to financing activities25Sub-total of cash inflows26Cash paid for settlin
24、g debt27Cash paid for distribution of dividends or profit28or reimbursing interestOther cash payments relating to financing29activitiesSub-total of cash outflows30Net cash flow from financing activities314. Influence on cash due to fluctuation in 34 exchange rate5. Net increase in cash and cash equi
25、valents35Add : Balance of cash and cash equivalents at36the beginning of the year6. Balance of cash and cash equivalents at the37end of the yearSupplementary information:0Attached project of cash flow statement01. Net profit is adjusted to cash flow of 0 operating activitiesNet profit38Impairment of
26、 assets39Fixed asset depreciation, depletionof oil and40gas assets and depreciation ofproductivebiological assetsAmortization of intangible assets41Amortization of long-term prepaid expenses42Treatment of losses of fixed assets, intangible43assets and other long-term assetsLoss on retirement of fixe
27、d assets44Loss of changes in fair value45Finance costs46Investment losses47Decrease in deferred income tax assets48Increase in deferred income tax liabilities49Decrease in inventories50Decrease in operating receivables51Increase in operating payables52Others53Net cash flow from operating activities5
28、42. Investing and financing activities not relating0to cashDebt into capital55Convertible debt due within one year56Finance leased fixed assets573. Net increase in cash and cash equivalents0Balance of cash at the end of this period58Less: balance of cash at the beginning of this59periodAdd: balance
29、of cash equivalents at the end of60this periodLess: balance of cashequivalents atthe61beginning of this periodNet increase in cash and cash equivalents62Prepared by:Audited by:Finance Manager:Company Leader:STATEMENT OF CHANGES IN OWNERSEQUITYFOR THE YEAR ENDED 31 DECEMBER 2013Company: * Co., LtdIte
30、msAmount in this yearAmount in last yearPaid-uCapitaEarnedRetainTotalPaidCapiEarnRetaTotalplsurpluedowner-uptaledinedowncapitalsurplusearnins'capitsurplsurplearniers'sgsequityalususngsequityI. balance at the end of last yearAdd: change of accounting policy Correction of errors in previous pe
31、riodII. Balance at the beginning of this year III. Increase/ decrease of amount in this year ( “-”means decrease)-(I) Net profit(II) Gains and losses directly included in the ownersequity-1.Net change amount in-fairvalueoffinancialassets available for sale2.Influence ofchanges-in other owners' e
32、quity ofinvestorsundertheequity method3.Influence ofincome-taxrelatingtotheownersequity project4.Others-Subtotal of (I) and (II)-(III) Input an reduced-capital of owners1.Input capital of owners-2.Amountofshares-included intheowners equity3.Others-(IV) Profit distribution-1.Withdrawingearned-surplus
33、2.Distribution to all-owners (or shareholders)3.Others-(V)Internalcarrying-forwardofowners equity1.Capitalsurplus-transferstopaid-incapital (or share capital)2.Earnedsurplus-transferstopaid-incapital (or share capital)3.Earned surplus makes-up losses4.Others-IV. Balance at the end of-this periodLega
34、l representative: Person in charge of accounting: Leader of accounting department:* CO., LTDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2013(All amounts in RMB Yuan)I. Company Profile*Co., Ltd. (hereinafter referred to as the "Company") is a limited liabilitycompany (S
35、ino-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.Business License of Enterprise Legal Person License No.:Legal Representative:Registered Capital: RMB(Paid-in C
36、apital: RMB)Address:Business Scope: Financing and leasing business; leasing business; purchase of leased property from home and abroad; residue value treatment and maintenance of leased property; consulting and guarantees of lease transaction (articles involved in the industry license management wou
37、ld be dealt in terms of national relevant stipulations)II. Declaration on following Accounting Standard for Business Enterprises The financial statements made by the Company are in accordance with the requirements of Accounting Standard for Business Enterprises, which reflects the financial position
38、, financial performance and cash flow of the Company truly and completely.III. Basic of preparation of financial statementsThe Company implements the Accounting Standards for Business Enterprises ( Finance and Accounting 2006 No. 3” )issued by the Ministry of Finance onFebruary 15, 2006 and the succ
39、essive regulations. The Company prepares its financial statements on a going concern basis, and recognizes and measures its accounting items in compliance with the Accounting Standards for Business Enterprises Basic Standards and other relevant accounting standards, application guidelines and criter
40、ia for interpretation of provisions as well as the significant accounting policies and accounting estimates on the basis of actual transactions and events.IV . The main accounting policies, accounting estimates and changes Fiscal yearThe Company adopts the calendar year as its fiscal year from Janua
41、ry 1 to December 31.Functional currencyRMB was the functional currency of the Company.Accounting measurement attributeThe Company adopts the accrual basis for accounting treatments and double-entry bookkeeping of borrowing for financial accounting. The historical cost is generally as the measurement
42、 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 value can be used for measurement.Accounting method of foreign currency transactionsThe Comp
43、anys foreign currency transactions adopt approximate spot exchange rate of the transaction date to convert into RMB in accordance with systematic and rational method; on the balance sheet date, the foreign currency monetary items use the spot exchange rate of the balance sheet date. All balances of
44、exchange arising from differences between the balance sheet date spot exchange rate and the initial recognition or the former balance sheet date spot exchange rate, except that the exchange gains and losses arising by borrowing foreign currency for the construction or production of assetseligible fo
45、r capitalization are transacted in accordance with capitalization principles, are included in profit or loss in this period; the foreign currency non-monetary items measured at historical cost will still be converted with the spot exchange rate of the transaction date.The standard for recognizing ca
46、sh equivalentWhen making the cash flow statement, cash on hand and deposits readily to be paid will be recognized as cash, and short-term (usually no more than three months), highly liquid and readily convertible to known amounts of cash with insignificant risk of changes in value are recognized as
47、cash equivalent.Financial InstrumentsClassification, recognition and measurement of financial assets- The company at the time of initial recognition of financial assets divides it into the following four categories: financial assets measured at fair value with changes included in the profit or loss
48、of this period, loans and receivables, financial assets available for sale and held-to-maturity investments. Financial assets are measured at fair value when initially recognized. Relevant transaction costs of financial assets measured at fair value with changes included in the profit or loss of thi
49、s period are recognized in profit or loss of this period, and relevant transaction costs of other categories of financial assets are recognized 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-t
50、erm sales financial assets, including financial assets held for trading or financial assets measured at fair value with changes included in theprofit or loss of this period designated upon initial recognition by the management. Financial assets measured at fair value with changes included in the profi
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