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A U D I T O R’S R E P O R T

Yue Hua Shen / Yan Zi (2014) No. 0002

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