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AUDITOR’S REPORT Yue Hua Shen / Yan Zi (2014) No. 0002 ICPA filing number: 020201401000420 To all shareholders of ****** Co., Ltd: We have audited the accompanying financial statements of ****** Co., Ltd (“Your Company”), which comprise the balance sheet as of 31 December 2013, the income statement, statement of 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 statements Management of your Company is responsible for the preparation and fair presentation of financial statements. This responsibility includes: (1) in accordance 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, whether due to fraud or error. II. Auditors' responsibility Our 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 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 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 presentation 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 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. Opinion In our opinion, the financial statements 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 the year then ended. Guangdong Huaxin Accounting Firm (general partner) Guangdong, China Chinese Certified Public Accountant: Chinese Certified Public Accountant: January 3, 2014 BALANCE SHEET AS OF 31 DECEMBER 2013 Unit: RMB Yuan Company: ****** Co., Ltd Asset Ending balance Beginning Balance Liabilities and all parties’ equity (or shareholders' equity) Ending balance Beginning Balance Current Assets: Current liabilities: Monetary funds Short-term borrowings Transaction financial asset Transaction financial liabilities Notes receivable Notes payable Account receivable Account payable Account paid in advance Account received in advance Interest receivable Employee’s compensation payable Dividend receivable Tax payable Other account receivable Interest payable Inventories Dividend payable Non-current assets due within 1 year Other account payable Other current assets - - Non-current liabilities due within 1 year Total current assets - Other current liabilities Non-current assets: Total current liabilities - Available for sale financial assets Non-current liabilities: Maturity investments Long-term borrowings Long-term account receivables Bonds payable Long-term equity investment Long-term account payable Investing property Special payables Fixed asset Accrued liabilities Project in construction Deferred tax liabilities Engineering material Other non-current liabilities Fixed asset disposal Total non-current liabilities - - Production biological assets Total liabilities - Oil and gas assets Owner’s equity ( or shareholders’ equity) Intangible assets Paid-in capital (or share capital) Development expense Capital surplus - Goodwill Less: Treasury Stock Long-term expense to be apportioned Earned surplus Deferred tax assets Retained earnings - Other non-current assets Total owner’s equity (or shareholders’ equity) - Total non-current assets - Total assets - Total liabilities and owner’s equity (or shareholders’ equity) - Prepared by: Audited by: Finance Manager: Company Leader: INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2013 Unit: RMB Yuan Company: ****** Co., Ltd Items Cumulative amount in this year Amount in last year I. Operating income Minus: Operating cost Taxes and associate charges Selling and distribution expenses Administrative expenses - Financial expense - Asset impairment loss Plus: gain from change in fair value ( loss with ‘-‘) Gain from investment ( loss with ‘-‘) Including: income form investment on affiliated enterprise and joint enterprise II. Operating profit (loss with ‘-‘) - Plus: non-business income - - Less: non-business expense Including: loss from non-current asset disposal III. Total profit (loss with ‘-‘) - Less: Income tax IV. Net profit (loss with ‘-‘) - V. Earnings per share (I) basic earnings per share (II) diluted earnings per share VI. Other comprehensive earnings VII. Total comprehensive earnings - Prepared by: Audited by: Finance Manager: Company Leader: CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2013 Unit: RMB Yuan Company: ****** Co., Ltd Items Times Amount in this year Cumulative amount in last year 1. Cash flows arising from operating activities: 0 Cash received from sales of goods or rending of services 1 Refund of tax and fare received 2 Other cash received relating to operating activities 3 Sub-total of cash inflows 4 Cash paid for goods and services 5 Cash paid to and on behalf of employees 6 Tax and fare paid 7 Other cash paid relating to operating activities 8 Sub-total of cash outflows 9 Net cash flow from operating activities 10 2. Cash flows arising from investment activities 0 Cash received from return of investments 11 Cash received from investment income 12 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 13 Net cash received from disposal of subsidiaries and other business units 14 Other cash received relating to investment activities 15 Sub-total of cash inflows 16 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 17 Cash paid for acquiring investments 18 Net cash received from subsidiaries and other business units 19 Other cash paid relating to investment activities 20 Sub-total of cash outflows 21 Net cash flow from investing activities 22 3. Cash flows arising from financing activities: 0 Cash received from absorbing investment 23 Cash received from borrowings 24 Other cash relating to financing activities 25 Sub-total of cash inflows 26 Cash paid for settling debt 27 Cash paid for distribution of dividends or profit or reimbursing interest 28 Other cash payments relating to financing activities 29 Sub-total of cash outflows 30 Net cash flow from financing activities 31 4. Influence on cash due to fluctuation in exchange rate 34 5. Net increase in cash and cash equivalents 35 Add : Balance of cash and cash equivalents at the beginning of the year 36 6. Balance of cash and cash equivalents at the end of the year 37 Supplementary information: 0 Attached project of cash flow statement 0 1. Net profit is adjusted to cash flow of operating activities 0 Net profit 38 Impairment of assets 39 Fixed asset depreciation, depletion of oil and gas assets and depreciation of productive biological assets 40 Amortization of intangible assets 41 Amortization of long-term prepaid expenses 42 Treatment of losses of fixed assets, intangible assets and other long-term assets 43 Loss on retirement of fixed assets 44 Loss of changes in fair value 45 Finance costs 46 Investment losses 47 Decrease in deferred income tax assets 48 Increase in deferred income tax liabilities 49 Decrease in inventories 50 Decrease in operating receivables 51 Increase in operating payables 52 Others 53 Net cash flow from operating activities 54 2. Investing and financing activities not relating to cash 0 Debt into capital 55 Convertible debt due within one year 56 Finance leased fixed assets 57 3. Net increase in cash and cash equivalents 0 Balance of cash at the end of this period 58 Less: balance of cash at the beginning of this period 59 Add: balance of cash equivalents at the end of this period 60 Less: balance of cash equivalents at the beginning of this period 61 Net increase in cash and cash equivalents 62 Prepared by: Audited by: Finance Manager: Company Leader: STATEMENT OF CHANGES IN OWNERS’ EQUITY FOR THE YEAR ENDED 31 DECEMBER 2013 Company: ****** Co., Ltd Items Amount in this year Amount in last year Paid-up capital Capital surplus Earned surplus Retained earnings Total owners' equity Paid-up capital Capital surplus Earned surplus Retained earnings Total owners' equity I. balance at the end of last year - - - - - Add: change of accounting policy - - - - - - - - Correction of errors in previous period - - - - - - - - - - II. 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 owners’ equity - - 1. Net change amount in fair value of financial assets available for sale - - - - - - - - - - 2. Influence of changes in other owners' equity of investors under the equity method - - - - - - - - - - 3. Influence of income tax relating to the owners’ equity project - - - - - - - - - - 4. Others - - - - - - Subtotal of (I) and (II) - - - - - - - - (III) Input an reduced capital of owners - - - - - 1. Input capital of owners - - - - - - 2.Amount of shares included in the owners’ equity - - - - - - - - - - 3. Others - - - - - - - - (IV) Profit distribution - - - - - - - - - - 1. Withdrawing earned surplus - - - - - - - - - - 2. Distribution to all owners (or shareholders) - - - - - - - - 3. Others - - - - - - - - - - (V) Internal carrying forward of owners’ equity - - - - - - - - - - 1. Capital surplus transfers to paid-in capital (or share capital) - - - - - - - - - - 2. Earned surplus transfers to paid-in capital (or share capital) - - - - - - - - - - 3. Earned surplus makes up losses - - - - - - - - - - 4. Others - - - - - - - - IV. Balance at the end of this period - - - - - - Legal representative: Person in charge of accounting: Leader of accounting department: ****** CO., LTD NOTES TO THE FINANCIAL STATEMENTS FOR 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 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 and ******* LIMITED. Business License of Enterprise Legal Person License No.: Legal Representative: Registered Capital: RMB (Paid-in Capital: 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 would 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, financial performance and cash flow of the Company truly and completely. III. Basic of preparation of financial statements The Company implements the Accounting Standards for Business Enterprises (‘Finance and Accounting [2006] No. 3”) issued by the Ministry of Finance on February 15, 2006 and the successive 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 criteria 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 year The Company adopts the calendar year as its fiscal year from January 1 to December 31. Functional currency RMB was the functional currency of the Company. Accounting measurement attribute The 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 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 transactions The Company’s 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 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 assets eligible for 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 cash equivalent When 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 cash equivalent. Financial Instruments Classification, 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 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 this 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-term sales financial assets, including financial assets held for trading or financial assets measured 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 dividends 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. When it 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 assets without the price in an active market and with fixed and determinable recovery cost are classified as loans and receivables. Loans and receivables adopt the effective interest method and take amortized cost for subsequent measurement, and gains or losses arising from derecognition, impairment or amortization are included in the profit or loss of this period. -- Financial assets available for sale: including non-derivative financial assets available for sale recognized 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 are subsequently measured at fair value, and interest or cash dividends obtained during the holding period will be recognized as investment income, and gains or losses arising from the changes in fair value at the end of this period are recognized directly in owners' equity until the financial asset is derecognized or impaired 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 to hold to maturity by the management of the company, a fixed maturity date and fixed or determinable payments are classified as held-to-maturity investments. Held-to-maturity investments adopt the effective interest method and take amortized cost for subsequent measurement, and gains or losses arising from derecognition, impairment or amortization are included in the profit or loss of this period. Classification, recognition and measurement of financial liabilities - The company at the time of initial recognition of financial liabilities divides it into