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1、Yue Hua Shen / Yan Zi (2014) No. 0002To all shareholders of * Co., Ltd:We have audited the accompanying financial statements of * Co., Ltd (“Your Company”),whichcomprise the balance sheet as of 31 December 2013, the income statement, statement of changes inowners equity and cash flow statement for t

2、he year then ended, and notes to the financial statements.I. Managements responsibility for the financial statementsManagement of your Company is responsible for the preparation and fair presentation of financialstatements. This responsibility includes: (1) in accordance with the Accounting Standard

3、s for BusinessEnterprises and its relevant provisions, preparing the financial statements and reflecting fair presentation;(2) designing, implementing and maintaining the necessaryinternal control in order to free financialstatements from material misstatement, whether due to fraud or error.II. Audi

4、tors 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. Thosestandards require that we comply with ethical requirements and plan and perform the

5、audit to obtainreasonableassurancewhether the financial statementsare free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the financial statements. The procedures selected depend on the auditors judgment, including thea

6、ssessment 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 fairpresentation of the financial statements in order to design audit procedures that are appr

7、opriate in thecircumstances, 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 accounting estimates made by management, as well as evaluating the over

8、all presentation of thefinancial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.III.OpinionIn our opinion, the financial statements of your Company have been prepared in accordance with theAccounting Standards for

9、Business Enterprise and its relevant provisions in all material respect, andpresent fairly the financial position of your Company as of 31 December 2013, and the results of itsoperations and cash flows for the year then ended.Guangdong Huaxin Accounting Firm (general partner)Guangdong, ChinaChinese

10、Certified Public Accountant:Chinese Certified Public Accountant:January 3, 2014BALANCE SHEETAS OF 31 DECEMBER 2013 Unit: RMB Yuan Company: * Co., LtdAUDITORREPORTAssetEnding balaneeBegi nningBala neeLiabilities and all partiesequity (or shareholdersequity)Endingbala neeBegi nningBala neeCurre nt Ass

11、ets:Curre nt liabilities:Mon etary fundsShort-term borrow ingsTran sact ionfinan cialassetTran sact ion finan cialliabilitiesNotes receivableNotes payableAcco unt receivableAcco unt payableAcco unt paid in adva neeAcco unt received inadvaneeIn terest receivableEmployees compe nsation payableDivide n

12、d receivableTax payableOther acco unt receivableIn terest payableInven toriesDivide nd payableNon-current assets duewithi n 1 yearOther acco unt payableOther curre nt assets-Non-curre ntliabilitiesdue with in 1 yearTotal curre nt assets-Other curre nt liabilitiesNon-curre nt assets:Total curre nt li

13、abilities-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 propertySpecial payablesFixed assetAccrued liabilitiesProject in con struct ionDe

14、ferred tax liabilitiesEngin eeri ng materialOthernon-curre ntliabilitiesFixed asset disposalTotalnon-curre ntliabilities-Producti onbiologicalassetsTotal liabilities-Oil and gas assetsOwners equity ( orshareholders equity)Intan gible assetsPaid-in capital (or sharecapital)Developme nt expe nseCapita

15、l surplus-GoodwillLess: Treasury StockLon g-term expe nseto beapporti onedEarned surplusDeferred tax assetsReta ined earnings-Other non-curre nt assetsTotal ownerequity (orshareholders equity)-Total non-curre nt assets-Total assetsTotal liabilities and owners equity (or shareholdersequity)Prepared b

16、y:Audited by:Finance Man ager:Compa ny Leader:INCOME STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2013Un it: RMB Yua nCompa ny: * Co., LtdItemsCumulative amountin this yearAmount inlast yearI. Operati ng in comeMinus: Operati ng costTaxes and associate chargesSelli ng and distributio n expe nsesAdmi nist

17、rative 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 affiliateden terprise and joint en terpriseII. Operating profit (loss with -)-Plus: non-bus in ess in come-Less

18、: 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 earnings per shareVI. Other comprehe nsive earningsVII. Total comprehe nsive earnings-

19、Prepared by:Audited by:Finance Man ager:Compa ny Leader:CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2013 Un it: RMB Yua nCompa ny: * Co., LtdItemsTimesAmount in thisyearCumulative amountin last year1. Cash flows arising from operating activities:0Cash received from sales of goods or rending of

20、services:1Refund of tax and fare received2Other cash received relating to operatingactivities3Sub-total of cash in flows4Cash paid for goods and services5:Cash paid to and on behalf of employees6Tax and fare paid7Other cash paid relati ng to operat ing activities8Sub-total of cash outflows9Net cash

21、flow from operat ing activities102. Cash flows aris ing from inv estme nt activities 0 :Cash received from return of inv estme nts11Cash received from inv estme nt in come12Net cash received from disposal of fixed assets,intan gible assets and other Ion g-term assets13Net cash received from disposal

22、 of subsidiariesand other bus in ess un its14Other cash received relating to investmentactivities15Sub-total of cash in flows16 :Cash paid for acquiri ng fixed assets, intan gibleassets and other Ion g-term assets17Cash paid for acquiri ng inv estme nts18 :Net cash received from subsidiaries and oth

23、erbus in ess un its19Other cash paid relati ng to in vestme ntactivities20Sub-total of cash outflows21Net cash flow from investing activities223. Cash flows aris ing from financing activities:0Cash received from absorb ing in vestme nt23Cash received from borrow ings24Other cash relating to financin

24、g activities25Sub-total of cash in flows26Cash paid for settli ng debt27Cash paid for distributio n of divide nds or profitor reimbursi ng in terest28Other cash payments relating to financingactivities29Sub-total of cash outflows30Net cash flow from financing activities314. In flue nee on cash due t

25、o fluctuati on in exchange rate345. Net in crease in cash and cash equivale nts35Add : Bala nee of cash and cash equivale nts atthe beg inning of the year366. Bala nee of cash and cash equivale nts at theend of the year37Suppleme ntary in formati on:0Attached project of cash flow stateme nt01. Net p

26、rofit is adjusted to cash flow of operat ingactivities0Net profit38Impairme nt of assets39:Fixed asset depreciation, depletion of oil andgas assets and depreciation of productivebiological assets40Amortizati on of in tan gible assets41Amortizati on of Ion g-term prepaid expe nses42Treatment of losse

27、s of fixed assets,intangibleassets and other Ion g-term assets43Loss on retirement of fixed assets44Loss of cha nges in fair value45:Finance costs46In vestme nt losses47Decrease in deferred in come tax assets48:In crease in deferred in come tax liabilities49Decrease in inven tories50Decrease in oper

28、ati ng receivables51In crease in operati ng payables52Others53Net cash flow from operat ing activities542. Investing and financing activities not relatingto cash0Debt into capital55Con vertible debt due with in one year56Finance leased fixed assets573. Net in crease in cash and cash equivale nts0Bal

29、a nee of cash at the end of this period58 Less: bala nee of cash at the beg inning of thisperiod59Add: bala nee of cash equivale nts at the end ofthis period60Less: balanee of cash equivalents at the beginning of this period61Net in crease in cash and cash equivale nts62Prepared by:Audited by:Financ

30、e 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-up eapitalCapita lsurplu sEarnedsurplu sRetai ned earnin gsTotalownersequityPaid-upeapitalCapitalsurplusEarnedsurplusRetainedearningsTo

31、talownersequityI. balanee at the end of lastyear-Add:eha ngeofaeeo un ti ng policyCorrection of errors inprevious period-II. Bala nee at the beginning of this year-III. I ncrease/ deerease ofamount in this year( “ means deerease)(I) Net profit-(II) Gains and lossesdireetly in eluded in theowners equ

32、ity1. Net eha nge amount infair value of finaneialassets available for sale2. In flue nee of eha ngesin other own ers equity ofinv estors un der the equitymethod3. In flue nee of in eometax relati ng to the ownersequity projeet4. Others-Subtotal of (I) and (II)-(III) In put an redueedeapital of owne

33、rs-1. In put eapital of owners-2.Am ount of shares ineluded in the ownersequity3. Others-(IV) Profit distributio n-1. Withdrawing earned-NOTES 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 Comp

34、a ny) is a limited liability compa ny(Sino-foreign joint venture) jointly invested and established by * Co., Ltd. and * Limited on 24June 2013. On December 26, 2013, the shareholders have bee n chan gecHc*CO.,LTDand *LIMITED.Bus in ess Lice nse of En terprise Legal Pers on Lice nse No.:Legal Represe

35、 ntative:Registered 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 propertyfrom home and abroad; residue value treatment and maintenance of leased property; consulting andguara ntees of lease tran sact ion (art

36、icles invo Ived in the in dustry lice nse man ageme nt would bedealt in terms of n ati onal releva nt stipulati ons)II. Declaration on following Accounting Standard for Business EnterprisesThe financial statements made by the Company are in accordance with the requirements of Acco unti ng Stan dard

37、for Busin ess En terprises, which reflects the finan cial positi on, finan cial performance 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 ng Stan dards for Bus in ess En terprises (nance andAccounting 2006

38、No. 3”)issued by the Ministry of Finance on February 15, 2006 and the successiveregulati ons. The Compa ny prepares its finan cial stateme nts on a going concern basis, and recog nizes and measures its acco unting items in complia nce with the Acco un ti ng Stan dards for Bus iness En terprises-Basi

39、c Stan dards and other releva nt acco un ti ng sta ndards,applicati onsurplus2. Distribution to allowners (or shareholders)-3. Others-(V) In ternal carry ingforward of ownersequity1.Capitalsurplustran sfers to paid-i n capital(or share capital)2.Earnedsurplustran sfers topaid-i ncapital (or share ca

40、pital)3. Earned surplus makesup losses-4. Others-IV. Bala nce at the end ofthis period-Legal represe ntative: Pers on in charge of acco unting: Leader of acco unting department:*CO., LTDguidelines and criteria for interpretation of provisions as well as the significant accounting policies andacco un

41、ting estimates on the basis of actual tran sacti ons and eve nts.IV. The main accounting policies, accounting estimates and changesFiscal yearThe Company adopts the calendar year as its fiscal year from January 1 to December 31.Functional currencyRMB was the functional curre ncy of the Compa ny.Acco

42、unting measurement attributeThe Compa ny adopts the accrual basis for acco un ti ng treatme nts and double-e ntry bookkeep ingof borrowi ng for finan cial acco unting. The historical cost is gen erally as the measureme nt attribute,and when accounting elements determined are in line with the require

43、ments of Accounting Standardsfor Enterprises and can be reliably measured, the replacement cost, net realizable value and fairvalue can be used for measureme nt.Accounting method of foreign currency transactionsThe Companys foreign currency transactions adopt approximate spot exchange rate of the tr

44、an saction date to convert into RMB in accorda nee with systematic and rati onal method; on the bala neesheet date, the foreig n curre ncy mon etary items use the spot excha nge rate of the bala nee sheetdate. All bala nces of excha nge aris ing from differe nces betwee n the bala nee sheet date spo

45、texchange rate and the initial recognition or the former balanee sheet date spot exchange rate, exceptthat the exchange gains and losses arising by borrowing foreign currency for the eon struct ion orproducti on of assetseligible for capitalizatio n are tran sactedi n accorda nee with capitalizati o

46、n principles, are in eluded in profit or loss in this period; the foreig n curre ncy non-mon etary itemsmeasured at historical cost will still be eon verted with the spot excha nge rate of the tran sact iondate.The standard for recognizing cash equivalentWhen making the cash flow statement, cash on

47、hand and deposits readily to be paid will be recog nized as cash, and short-term (usually no more tha n three mon ths), highly liquid and readily convertible to known amounts of cash with in sig nifica nt risk of cha nges in value are recog ni zed as cashequivale nt.Financial InstrumentsClassificati

48、on, recognition and measurement of financial assets-The company at the time of initial recognition of financial assets divides it into the following fourcategories: finan cial assets measured at fair value with cha nges in eluded in the profit or loss of thisperiod, loans and receivables, financial

49、assets available for sale and held-to-maturity inv estme nts.Finan cial assets are measured at fair value whe n in itially recog ni zed. Releva nt tran sacti on costsof finan cial assets measured at fair value with cha nges in eluded in the profit or loss of this period arerecog ni zed in profit or

50、loss of this period, and releva nt tran sact ion costs of other categories offinancial assets are recognized in the amount initially recognized.-Finan cial assets measured at fair value with cha nges in eluded in the profit or loss of this periodrefer to the short-term sales financial assets, includ

51、ing financial assets held for trading or financialassets measured at fair value with cha nges in eluded in the profit or loss of this period desig natedupon in itial recog niti on by the man ageme nt. Finan cial assets measured at fair value with cha ngesin eluded in the profit or loss of this perio

52、d are subseque ntly measured at fair value, and the in terestor cash divide nds obta ined duri ng the hold ing period will be recog ni zed as in vestme 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 theprofit or loss in this period. When

53、 it is disposed, the differenee between the fair value and the initialrecorded amount is recognized as investment income, while adjusting gains from changes in the fairvalue.-Loans and receivables: the non-derivative financial assets without the price in an active market andwith fixed and determinab

54、le recovery cost are classified as loans and receivables. Loans andreceivables adopt the effective interest method and take amortized cost for subsequentmeasurement, and gains or losses arising from derecognition, impairment or amortization areincluded in the profit or loss of this period.- Financia

55、l assetsavailable for sale: including non-derivative financial assetsavailable for salerecognized initially and other non-derivative financial assets except for loans and receivables,held-to-maturity investments and trading financial assets.Financial assets available for sale aresubsequentlymeasured

56、 at fair value, and interest or cash dividends obtained during the holdingperiod will be recognized as investment income, and gains or losses arising from the changes in fairvalue at the end of this period are recognized directly in owners equity until the financial asset isderecognized or impaired

57、and then is recognized as the profit or loss in this period.- Held-to-maturity investments: the non-derivative financial assets with clear intention and ability tohold to maturity by the management of the company, a fixed maturity date and fixed or determinablepayments are classified as held-to-matu

58、rity investments. Held-to-maturity investments adopt theeffective interest method and take amortized cost for subsequent measurement, and gains or lossesarising from derecognition, impairment or amortization are included in the profit or loss of this period.Classification, recognition and measuremen

59、t of financial liabilities- The company at the time of initial recognition of financial liabilities divides it into the following twocategories: financial liabilities measured at fair value with changes included in the profit or loss of thisperiod and other financial liabilities. Financial liabiliti

60、es are measuredat fair value when initiallyrecognized. Relevant transaction costs of financial liabilities measured at fair value with changesincluded in the profit or loss of this period are recognized in profit or loss of this period, and relevanttransaction costs of other financial liabilities ar

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