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1、A U D I T O RREPORTYue Hua Shen / Yan Zi (2014) No. 0002To all shareholders of * Co., Ltd:We have audited the accompanying financial statements of * Co., Ltd ( “ Your Compan”y ), which comprise the balance sheet as of 31 December 2013,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. Weconducted our audit in accordance with Chinese Certified Public Accountants Auditing Standards. Those standards require that wecomply with e

5、thical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.An audit involves performingprocedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selected

6、 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 stat

7、ements 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 accounting

8、estimates madeby 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 Companyhave

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

10、uaxin Accounting Firm (general partner)Guangdong, ChinaChinese Certified Public Accountant:Chin ese Certified Public Acco untant: Jan uary 3, 2014BALANCE SHEETAS OF 31 DECEMBER 2013Un it: RMB Yua nCompa ny: * Co., LtdAssetEnding bala neeBegi nnin g Bala neeLiabilities and all parties ' equity (o

11、r 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 on finan cial liabilitiesNotes receivableNotes payableAcco unt receivableAcco unt payableAcco unt paid in advaneeAcco unt r

12、eceived in advaneeIn terest receivableEmployee" s compe nsati on payableDivide nd receivableTax payableOther acco unt receivableIn terest payableInven toriesDivide nd payableNon-curre nt assets due with in 1 yearOther acco unt payableOther curre nt assetsNon-curre nt liabilities due with in 1 y

13、earTotal curre nt assets-Other curre nt liabilitiesNon-curre nt assets:Total curre nt liabilities-Available for sale finan cial assetsNon-curre nt liabilities:Maturity inv estme ntsLon g-term borrow ingsLon g-term acco unt receivablesBonds payableLon g-term equity inv estme ntLon g-term acco unt pay

14、ableInv esti ng propertySpecial payablesFixed assetAccrued liabilitiesProject in con structi onDeferred tax liabilitiesEngin eeri ng materialOther non-curre nt liabilitiesFixed asset disposalTotal non-curre nt liabilities-Production biological assetsTotal liabilities-Oil and gas assetsOwne' s eq

15、uity ( or shareholders ' equity)Intan gible assetsPaid-i n 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 o wner' s equity (or

16、shareholders ' equity)Total non-curre nt assets-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 am

17、ount in this yearAmount in last yearI. Operati 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 infair value ( losswith - )Gain from investment ( loss with -')

18、In cludi ng:in come forminv estme 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 -

19、')-V. Earnings per share(I) basic 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.,

20、 LtdItemsTimesAmoun t i n this yearCumulative 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

21、 and services5Cash paid to and on behalf of employees6Tax and fare paid7Other cash paid relatingto operatingactivities8Sub-total of cash outflows9Net cash flow from operati ng activities102. Cash flows arisingfrom investmentactivities0Cash received from return of investments11Cash received from inv

22、estme nt in come12Net cash received 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 acquiring fixe

23、d assets,17intangibleassets and other Iong-termassetsCash 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 ari

24、sing from financing activities:0Cash received from absorb ing inv estme nt23Cash received from borrow ings24Other cash relat 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

25、payme nts relati ng to financing activities29Sub-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.

26、 Bala nee of cash and cash equivale 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 de

27、preciati on of productive biological assets40Amortizatio n of intan gible assets41Amortizati onofIon g-termprepaidexpenses42Treatment of losses of fixed assets, intangible assets and other Iong-term43assetsLoss on retirement of fixed assets44Loss of cha nges in fair value45Finance costs46Inv estme n

28、t losses47Decrease in deferred in come 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 activities not relati ng to cash

29、0Debt into capital55Conv ertible debt 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 period60Les

30、s: bala nee of cash equivale nts at the 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 year

31、Paid- up capit alCapit al surpl usEarne 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

32、.Bala nee at thebeg inning of this yearIII.In crease/decrease of amount in this year (-meansdecrease)(I) Net profit-(II) Gains and losses directlyin cludedinthe owners ' equity1. Net change amount in fairvalue offinan cialassetsavailable for sale2.In flue neeofcha ngesinotherown ers'equityof

33、inv estorsun dertheequity method3. 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-of shares included in the owners ' equity-3. Others-(IV)Profitdistributio n-1. Withdraw

34、 ing earned surplus-2. Distributio 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.

35、 Bala nee at the end of this period-*CO., LTDLegal represe ntative: Person in charge of acco un ti ng: Leader of acco unting departme 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 after referred to as the &qu

36、ot;Compa ny") is a limited liability 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 a nd * LIMITED. Bus in ess Lice nse of En terprise Legal Pers on Lice n

37、se No.:Legal Represe ntative:Registered Cap ital: 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; con sult ing and guara ntees of

38、 lease tran sacti on (articlesinvoIved in the industry license managementwould be dealt in terms of national releva nt stipulati ons)II. Declarati on on followi ng Acco un ti ng Sta ndard for Busin ess En terprisesThe finan cial stateme nts made by the Compa ny are in accorda nee with the requireme

39、nts of Acco un ti ng Sta ndard for Busin ess En terprises, which reflects the financial position, financialperformanee and cash flow of the Companytrulyand completely.III. Basic of preparation of financial statementsThe Compa ny impleme nts the Acco unting Stan dards for Bus in ess En terprises( Fin

40、ance and Accounting 2006 No. 3” ) issued by the Ministry of Financeon February 15, 2006 and the successive regulations. The Company prepares its financial statements on a going concern basis, and recognizes and measures its acco un ti ng items in complia nee with the Acco un ti ng Stan dards for Bus

41、in essEn terprises- Basic Stan dards and other releva nt acco unting sta ndards,application guidelines and criteria for interpretation of provisions as well as the sig nifica nt acco unting policies and acco un ti ng estimates on the basis of actual tran sacti ons and eve nts.IV. The main acco un ti

42、 ng policies, acco un ti ng estimates and cha ngesFiscal yearThe Company adopts 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 Companyadopts the accrual basis for accounti

43、ng treatments and double-entry bookkeep ing of borrowi ng for finan cial acco unting. The historical cost is gen erally as the measureme ntattribute,and whe nacco un ti ng eleme nts determ inedare in line with the requirements of Accounting Standards for Enterprises and can be reliably measured, the

44、 replaceme nt cost, net realizable value and fair value can be used for measureme nt.Accoun ti ng method of foreig n curre ncy transactionsThe Company s foreign currency transactions adopt approximate spot exchange rate of the tran sact ion date to con vert into RMB n accorda nee with systematic and

45、 ratio nal method; on the bala nee sheet date, the foreig n curre ncy mon etary items use the spot excha nge rate of the bala nee sheet date. All bala nces of exchange arising from differences between the balanee sheet date spot exchange rate and the initial recognition or the former balanee sheet d

46、ate spot exchange rate, except that the excha nge gains and losses aris ing by borrow ing foreig n curre ncy for the eon structi on or producti on of assets eligible for capitalization are transacted in accordanee with capitalization principles, are in eluded in profit or loss in this period; the fo

47、reig n curre ncy non-mon etary items measured at historical cost will stillbe converted with the spot exchangerate of the tran sact ion date.The sta ndard for reeog nizing cash equivalentWhen making the cash flow stateme nt, cash on hand and deposits readily to be paid will be recognized as cash, an

48、d short-term (usually no more than three mon ths), highly liquid and readily eon 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.Finan cial In strume ntsClassification, recognition and measurement of financial assets-The company

49、at the time of initial recognition of financial assets divides it in to the followi ngfour categories:finan cialassets measured at fair valuewith 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.Fina

50、n cial assets are measured at fair value whenin itiallyrecog ni zed. Releva nttran sacti on 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 sacti oncosts of other cate

51、gories of finan cialassets are recog ni zed in the amount in itially recog ni zed.- 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 measu

52、red at fair value with changes included 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 div

53、idends obtained during the holding period 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-derivati