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1、Exhibit 18-b: Scanned Copies of Audit ReportBeijing Nseer Technology Co., Ltd.Audit Report of 2014JSLSZ (2015) No. 1008ContentsProject ContentsNo.Audit Report1-2Balance Sheet3Statement of Profit and Profit Distribution4Cash Flow Statement5Affiliated Notes to Accounting Statement6-12Audit ReportJSLSZ
2、 (2015) No. 1008Beijing Nseer Technology Co., Ltd.We have audited the accompanying balance sheet of Beijing Nseer Technology Co., Ltd., including the balance sheet on Dec. 31, 2014, statement of profit and profit distribution, cash flow statement, and notes to the fanatical statements.I. Managements
3、 Responsibility for the Financial Statements.The management is responsible for the preparation and fair presentation of these financial statements in accordance with the Accounting Standards for Business Enterprises and China Accounting System for Business Enterprises. This responsibility includes:
4、(1) designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; (2) selecting and applying appropriate accounting policies; and (3) making accounting estima
5、tes that are reasonable in the circumstances.II. Auditors ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing for Certified Public Accountants. Those standards require that we
6、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 proc
7、edures 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, the auditor considers internal control relevant to the entitys preparation and fair presentati
8、on 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and t
9、he 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. Audit opinion In our opinion, the
10、financial statements of Beijing Nseer Technology Co., Ltd. is prepared in accordance with the Accounting Standards for Business Enterprises, and give a true and fair view of the financial position of the Beijing Nseer Technology Co., Ltd. as of Dec. 31, 2014, and of its financial performance and its
11、 cash flows for the Year 2014 Attached:1. Balance Sheet on December 31, 2014 of Beijing Nseer Technology Co., Ltd.2. Statement of Profit and Profit Distribution Table in 2014 of Beijing Nseer Technology Co., Ltd.3. Cash Flow Statement in 2014 of Beijing Nseer Technology Co., Ltd.4. Affiliated Notes
12、to Accounting Statement in 2014 of Beijing Nseer Technology Co., Ltd.Beijing Shoulv CPAs (LLP) Chinese Certified Public Accountant: Jianhua Hu (Seal)Beijing China Chinese Certified Public Accountant: Fujun Yan (Seal)January 15, 2015Integrity, Objectivity and FairnessBeijing Institute of Certified Pu
13、blic AccountantsBOCPA 15A066370 60168220 85459021Balance SheetDec. 31, 2014Preparation Unit: Beijing Nseer Technology Co., Ltd. Unit : YuanAssetsNumberAT BEG. OF PERIODAT END OF PERIODLiabilities and owners equityNumberAT BEG. OF PERIODAT END OF PERIODCurrent assets:Current liabilities:Cash 18, 795,
14、 371.896,423. 603. 36Short-term borrowing685,000,000.00Short-term investment2Notes payable69Notes receivable3Account payable702, 089, 792.282,780, 850.80Dividends receivable4Deposit received7111,872,740. 015,290,517.72Interest receivable5Wages payable72Receivables61,695,735.679,685,647. 71Welfare pa
15、yable73Other receivables7567,592.273,511,700. 72Dividends payable74Advance payment86.771,252.006.556,171.74Tax payable75256, 750.26Allowance receivable9-Other fees payable80Inventory104, 827, 849. 026,021.269.21other payables814,723,177.262,178,433.80Deferred and prepaid expenses113,148,551.671,418,
16、218. 67Unpaid profits76Long-term bond investments due within one year21Drawing expense in advance82Other current assets24Anticipation liabilities83long-term debt due within one year86Total current assets3125.806,352. 5233,616,611.41Other current liability90Long-term investment:Total current liabilit
17、y10018,685.709.5515, 506, 552.58Long-term equity investment32Long-term liabilitiesLong-term debt investment34Long-term loan101Total for long-term investment38-Bonds payable102Fixed assets:long-term payable103Original value of fixed assets3933,496,225.5235,248, 378.11Special payable106Less: accumulat
18、ed depreciation403,230,930.086,003,029.44Other long-term liabilities108Net value of fixed assets4130,265,295.4429.245.348.67Total long-term liabilities110Less; fixed assets depreciation reserves42Deferred tax:Net fixed assets4330, 265,295.4429,245,348.67Deferred tax credit111Engineering material44To
19、tal Liabilities11418,685. 709.5515, 506,552.58Construction in progress45Minority stockholders interestDisposal of fixed assets46Owners equity (stockholders equity)Total fixed assets5030,265.295.4429,245, 348.67Paid-up capital (or dividends)1159,200,000.009,200,000.00Intangible assets and other asset
20、s:Less: investment returned116Intangible assets 516,881, 000.006,164,000.00Net paid-up capital (dividends)1179,200,000.009,200,000.00Long-term deferred and prepaid expenses52Capital reserve118Other long-term assets53Surplus reserve119Intangible assets and total other assets606, 884,000.006,164,000.0
21、0Among: statutory public welfare fund120Deferred tax:Undistributed profit12135, 069,938.4144, 319, 407. 50Deferred taxes debit61Total owners equity (stockholders equity)12244，269, 938.4153,519,407.50Total assets6762,955,647.9669,025,960.08Total liabilities and owners equity (or shareholders equity)1
22、3562,955,647.9669,025,960.08Profit StatementPreparation Unit: Beijing Nseer Technology Co., Ltd. 2014 Unit: YuanItemsNumberThis Year Cumulative AmountLast-term AmountI. Main operation revenue183,101,574.8683,101,574.86Less: main operating costs253,429,923. 7353,429,923.73Main operating tax and addit
23、ions31,958,608.311,958,608.31II. Main operating profits (fill by “-” for losses)427,713,042.8227,713,042.82Add: other operating profits ( fill by “-” for losses)5-Less: operating costs611,360,387,.1911,360,387,.19Management costs75,216,791.175,216,791.17Financial costs8254,136.12254,136.12III. Opera
24、ting profit (fill by “-” for total losses)910,881,728.3410,881.728.34Add: income from investment (fill by “-” for total losses)10-Subsidy revenue11-Non-operating revenue12-Less: non-operating expenses14-IV. Total profit (fill by “-” for net losses)1510, 881,728. 3410,881,728. 34Less: income tax161,6
25、32,259. 251,632,259. 25Minority stockholders interest17-V. Net profits (fill by “-” for total losses)189, 249,469. 099,249,469.09Cash Flow StatementPreparation Unit: Beijing Nseer Technology Co., Ltd. 2014 Unit: YuanItemsNumberAmountSupplemental InformationNumberAmountI. Cash flows from operating ac
26、tivities:1. Reconciliation of net profit to cash flows from operating activitiesCash received from sales of goods or rending of services166,219,463.68Net profit579,249, 469.09Refund of tax and levy3Plus: Provision for assets58Other cash received relating to operating activities81,658,893.37Depreciat
27、ion of fixed assets592,772,099.36Sub-total of cash inflows967,878,357.05Amortization of intangible assets60720, 000.00Cash paid for goods and services1046,219,217.11Amortization of long-term deferred expenses61-Cash paid to and behalf of employees1210,970,060.81Decrease of deferred expenses (Less: a
28、ddition)641,730, 333.00Cash paid to taxes and expenses132,770,854.20Addition of accrued expense (Less: decrease)65Other cash paid relating to operating activities188,537,840.54Losses on disposal of fixed assets, intangible assets and other long-term assets(or deduct: gain)66Sub-total of cash outflow
29、s2068,497,972.99Losses on scrapping of fixed assets67Net cash flows from operating activities21-619,615.94Finance Expense68II. Cash flows from investing activitiesLosses arising from investment(or deduct :gain)69Cash received from return of investment22Deferred tax credit(or deduct: debit)70Cash rec
30、eived from investments23Decrease in inventories (or deduct: increase)71-1,193,420.19Net cash received from disposal of fixed assets, intangible assets and other long-term assets25Decrease in operating receivables(or deduct: increase)72-10,718,940.23Other cash received relating to operating activitie
31、s28Increase in operating receivables(or deduct: decrease)73-3,179,156.97Sub-total of cash inflows29Others74Cash paid to acquire fixed assets, intangible assets and other long-term assents301,752,152.59Net cash flows from operating activities75-619,615.94Cash paid for investments31Other cash paid rel
32、ating to operating activities35Sub-total of cash outflows361,752,152. 59Net cash flows from investing activities37-1,752,152.592. Investing and financing activities that do not involve in cash receipts and paymentsIII. Cash flows from financing activitiesDebts transfer to capital76Cash received from
33、 investors38One year due convertible bonds77Cash from borrowings40Financing rent to the fixed asset78Other cash received relating to financing activities43Sub-total of cash inflows44-Cash repayments of amount borrowed45Cash payments for distribution of dividends or profits463. Net increase in cash a
34、nd cash equivalentsOther cash payment relating to financing activities52Cash at the end of period796,423,603.36Sub-total of cash inflows53-Less: cash at the beginning of the period808,795,371.89Net cash flows from financing activities54-Plus: cash equivalents at the end of the period81IV. Effect of
35、foreign exchange rate changes on cash55Less: cash equivalents at the beginning of the period82V. Net increase in cash and cash equivalents56-2,371,768.53Net increase in cash and cash equivalents83-2,371,768.53Beijing Nseer Technology Co., Ltd.Affiliated Notes to Accounting Statement 2014(Unit: Yuan)
36、I. Profile of the CompanyBeijing Nseer Technology Co., Ltd. was founded in August 8, 2000. The company obtains the corporate business license after the approval of Haidian Branch of Beijing Administration for Industry & Commerce; registration No.: 110108001493347; company type: limited liability com
37、pany; registered capital: RMB 10,000,000.00; paid up capital: RMB 9,200,000.00; regal representative: Youtao Liu. Registered address: Room 404 and 405, Block E, Building 1, No. 12, Shangdixinxi Road, Haidian District, BeijingBusiness Scope: licensed operating items: noneGeneral operating items: tech
38、nology development, transfer, consultation, training, service; sales for developed products, telecommunications equipment, cultural office supplies, electronic components, computer hardware and software and peripheral equipment, hardware and electrical equipment, chemical products (excluding hazardo
39、us chemicals and a class of precursor chemicals), building materials, steel products, arts and crafts: undertaking the computer network project (Except the projects that do not obtained the administrative permission). The next time contribution time is April 19, 2014, and the intellectual property c
40、ontribution is RMB 7,200,000.00.II. Principal Accounting Policy1. Accounting System: Enterprise Accounting System2. Fiscal Year: from January 1 to December 31of each calendar year.3. Bookkeeping Currency: bookkeeping currency is Ren Min Bi.4. Bookkeeping Basis and Pricing Principle: the company adop
41、ts the accrual system as the base of bookkeeping principle, and takes historic cost as the pricing basis.5. Accounting Method of Foreign Currency Operations: Foreign currency operations adopt the spot rate of the transaction date as the exchange rate convert, equivalent RMB for bookkeeping. 6. Deter
42、mining Standard of Cash Equivalent:When the cash flow statement is prepared, cash equivalents represent short-term (expire within 3 months since the purchase date), highly liquid investments that are readily convertible into known amounts of cash and that are subject to an insignificant risk of chan
43、ge in value. Equity investment is regarded as cash equivalent. 7. Accounting Method of Fixed Assets(1) Standard of fixed assets: the (1) House buildings, machinery equipment, transportation equipment and other equipment, measuring implement and tool related to the production and articles that do not
44、 belong to production operations with the service life of more than one year. (2) Category of the fixed assets: transportation equipment, office equipment, etc. (3) Valuation of the fixed assets: valuated according to the actual cost.8. Intangible assets(1) Valuation of the intangible assetsThe intangible assets shall be initially measured according to its cost.The cost of outsourcing intangible assets shall include the purchase price,