审计报告,资产负债表,利润表,现金流量表,财务表报表附注英文模板

. Exhibit 18-b: Scanned Copies of Audit Report

Beijing Nseer Technology Co., Ltd.

Audit Report of 2014

JSLSZ (2015) No. 1008

Contents

Project Contents No.

Audit Report 1-2 Balance Sheet 3 Statement of Profit and Profit Distribution 4

Cash Flow Statement 5

Affiliated Notes to Accounting Statement 6-12

Audit Report

JSLSZ (2015) No. 1008 Beijing 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. Management’s 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: (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 estimates that are reasonable in the circumstances.

II. Auditor’s Responsibility

Our 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 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 auditor’s 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 entity’s 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 entity’s 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. Audit opinion

In our opinion, the 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 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 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, 2015

Integrity, Objectivity and Fairness

Beijing Institute of Certified Public

Accountants

BOCPA 15A066370

60168220

Balance Sheet

Dec. 31, 2014

Preparation Unit: Beijing Nseer Technology Co., Ltd. Unit : Yuan

Profit Statement

Preparation Unit: Beijing Nseer Technology Co., Ltd. 2014 Unit: Yuan

Cash Flow Statement

Preparation Unit: Beijing Nseer Technology Co., Ltd. 2014 Unit: Yuan

Beijing Nseer Technology Co., Ltd.

Affiliated Notes to Accounting Statement 2014

(Unit: Yuan)

I. Pro the Company

Beijing 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.: 1147; company type: limited liability company; 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, Beijing Business Scope: licensed operating items: none

General operating items: technology 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 hazardous 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 contribution is RMB 7,200,000.00.

II. Principal Accounting Policy

1. Accounting System: Enterprise Accounting System

2. 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 adopts 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. Determining 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 change 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 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 assets

The intangible assets shall be initially measured according to its cost.

The cost of outsourcing intangible assets shall include the purchase price, relevant taxes and other necessary expenditures directly attributable to intangible assets for the expected purpose. Where the payment of purchase price for intangible assets is delayed beyond the normal credit conditions, which is of financing intention, the cost of intangible assets shall be determined on the basis of the current value of the purchase price.

Entry value of the intangible assets obtained through enterprise’s consolidation by merger under the same control shall be determined according to book value of the combined party.

(2) Service life and amortization of intangible assets

a. Intangible assets with limited service lives

Land usage right is averagely amortized according to the service life period. If the price of outsourcing land and buildings cannot be reasonably allocated between the land usage right and buildings, they will be all regarded as fixed assets.

For the end of each period, the service life of the intangible assets with limited service and amortization method will be reviewed: if necessary, the service life needs to be adjusted. For the intangible assets with limited service life, they should be amortized according to the straight line method within the time limit of bringing economic benefits for enterprises. b. Intangible assets with uncertain service life

Intangible assets with uncertain service life do not need to be amortized, and impairment test can be done at the end of the period.

(3) Intangible assets write-down

When the recoverable amount of the intangible assets is lower than its book value, the book value can be written down to the recoverable amount.

(4) Partition of research stage and development stage for internal R&D project

Whether the R&D activities of the company have the basic conditions for forming a new product or new technology as the main judgment basis, dividing the research stage and development stage.

Whether the research activities that have been already carried out will shift to development or they will form intangible assets after development have large uncertainty, the R&D project is in R&D phase; when the R&D project has the basic conditions of forming a new product or new technology to a large extent, the R&D project will enter in development stage.

The expenses in the R&D phase will be included in the current profits and losses when happened; the expenses in the R&D phase can be determined as the intangible assets when they satisfy the following conditions:

●Completing the intangible assets to make them has the feasibility of usage and sales in technology;

●The management has the intention of completing the intangible assets and usage or sales;

●Can prove how the intangible assets can produce economic benefits;

●Having enough support of technical resources, financial resources and other resources to complete the

development of intangible assets, and have the capacity to use and sell the intangible assets;

●Expenses belonging to the development phase of the intangible assets can be reliably measured.

Expenses that do not satisfy the above conditions in the development phase are included in the current profits and losses when happened; expenses that have been capitalized in the development stage are listed as development expenses in balance sheet, and they will be switched to the intangible assets since the date that the project reaches intended serviceable condition.

9. Revenue recognition principle

Amount of revenue should be determined according to the fair value of the received or receivable contract or agreement price when this group sells goods or renders service in the routine operating activities. Revenue is listed as the net amount of deducting value-added tax, commercial discounts, sales allowance and sales return.

(1) Sales of Goods

The company has already transferred the main risk and return of goods property right to the buyer: the company neither conserve the continuous management right related to property right, nor implement effective control to the sold goods; amount of revenue can be measured reliably; the relevant economic profit may flow into the enterprise; when relevant happened or going-to-happen costs can be measured reliably, sales revenue of goods is confirmed to be implemented.

(2) Rendering service

When the total revenue and total cost of rendering service transaction can be measured reliably, the economic profit relevant to transaction may flow into the enterprise. When the completion degree of service can be confirmed reliably, sales revenue of goods is confirmed to be implemented.

(3) Transferring assets usage right

When economic interest relevant to transaction may flow into the enterprise, and amount of revenue can be measured reliably, revenue amount for transferring usage right is confirmed as per following occasions:

a. Interest revenue amount can be confirmed as per time and actual interest rate for fund of the enterprise used by others.

b. Royalty revenue amount can be confirmed by charging time and method regulated in relevant contracts or agreements.

c. Rental property revenue:

①Provided with rental contract, agreement or other settlement notice recognized by tenant.

②Fulfilling the obligations regulated by the contract, issuing rental invoice, and the price has been obtained or confirmed to obtained;

③Product cost for rental development can be measured reliably.

10. Staff Salary

Staff salary mainly includes wage, bonus, subsidy & allowance, staff welfare fee, social insurance fee & housing fund, labor union fee, staff education fee, and other expenses relevant to rendering service of staff.

The due staff salary shall be confirmed during rendering service to staff, and shall be calculated into relevant asset cost and fee according to benefit object of staff rendering service.

11. Accounting disposal method for income tax

Due tax method is adopted to calculate the income tax. The income tax is prepaid as per each quarter of the year, and shall be settled as per total annual tax payment amount approved tax authority within 5 months after ending of the year. III. Instructions for alterations of important accounting policy and accounting estimation, and instruction for important accounting mistake correction:

By the end of balance sheet date of the asset, the company has no alterations on accounting policy and accounting estimation, and without corrected accounting mistakes.

IV. Contingency:

By the end of balance sheet date, the company has no important contingencies that need to be disclosed.

V. Items after asset balance sheet date

By the end of approval date of this accounting sheet, the company has no important items after asset balance sheet date that needs to be disclosed.

VI. Explanation on Items of Financial Sheet (unless otherwise noted, the unit of amount is RMB Yuan)

1. Monetary Capital

2. Receivables

Aging Analysis

3. Other Receivables

Aging Analysis

4.

5. Inventory

6. Deferred Expenses

Beijing Nseer Technology Co., Ltd.

December 31, 2014

7. Fixed assets

8. Intangible assets

8. Short-term loan

9. Accounts payable Aging analysis

10. Advance payment Aging analysis

11. Tax payable

12. Other Payables Aging Analysis

13. Paid Up Capital

14. Undistributed Profits

15. Main operating revenue

16. Main operating cost

No. 100297755

Business License

(Duplicate) (1-1)

Registered No.: 1121

Name Beijing Shoulv CPAs (LLP) Type

Limited Liability Partnership

Main Place of Business

Room 771, Block A, Songlanpu Village, Shahe Town, Changping District, Beijing

Managing Partner Jianhua Hu Foundation Date October 13, 2014

Term of the Partnership From October 13, 2014 to October 12, 2064

Business Scope

Auditing enterprise accounting statement, issuing audit report; verifying enterprise capital, issuing capital verification report; transacting the audit business of enterprise merger, division, and liquidation matters, and issuing relevant report; basic construction of annual financial statements audit; bookkeeping agency; accounting consultation, management consultation, tax consultation: accounting training; other business prescribed by laws and regulations.

(Next contribution time will be December 31, 2064)

Online scanning to get more information

Registration Authority:

October 13, 2014

Beijing Administrative Bureau for Industry and Commerce Changping Branch

(Seal)

Website of Enterprise Credit Information Publicity System: Supervised by ate Administration of Industry and Commerce of P.R.C.

Certificate No.: NO 006875

Accounting Firm

Practising Certificate

Name : Beijing Shoulv CPAs (LLP) Chief Accountant: Jianhua Hu

Main Place of Business: Room 771, Block A, Songlanpu

Village, Shahe Town, Changping District, Beijing

Style: Limited Liability Partnership Accounting Firm No.: 11010211

Registered capital (contribution amount): 0 Establishment Approved No.: JCHXK [2014] No. 0080 Establishment Approved On: September 30, 2014

Notes

1.

The certificate is granted by the financial authority to qualify CPAs ’ statutory businesses. 2.

The certificate shall be updated by the financial authority in case of any record alteration. 3.

The certificate shall not be counterfeited, altered, lent and transerred. 4.

The certificate shall be returned to the financial authority in case the accounting firm ceases its business.

Authorized by Beijing Municipal Bureau of Finance (seal)

September 30, 2014

Ministry of Finance of the People ’s Republic of

China