Audit Report
To all shareholders of Guangdong Wens Food Group Co., Ltd. (hereinafter referred to as "Wens Group"):
We have reviewed the pro forma consolidated financial statements of Guangdong Wens Food Group Co., Ltd. prepared based on the foundation described in Note 3 of the pro forma consolidated financial statements, including the pro forma consolidated balance sheet as of December 31, 2014, and June 30, 2015, the pro forma consolidated income statement for the year 2014 and the first half of 2015, as well as the notes to the pro forma consolidated financial statements. We conducted our review in accordance with the "Chinese Certified Public Accountant Review Standards No. 2101 - Financial Statement Review." This standard requires us to plan and perform the review to obtain limited assurance about whether the financial statements are free from material misstatement. The review is primarily limited to inquiries of company personnel and analytical procedures applied to financial data, providing a lower level of assurance than an audit. We did not perform an audit and, therefore, do not express an audit opinion. Based on our review, we did not notice any matters that would lead us to believe that the pro forma consolidated financial statements were not prepared in accordance with the provisions of the Accounting Standards for Enterprises and the basis of preparation described in Note 3, nor do they fail to fairly present, in all material respects, the financial position and operating results of the reviewed entity. We remind users of the pro forma consolidated financial statements that this review report is only for the specific purpose and use of Wens Group in implementing a major asset restructuring and should not be used for other purposes. Any consequences arising from improper use of this report are not the responsibility of the certified public accountants or this accounting firm.
Guangdong Zhengzhong Zhujiang Certified Public Accountants (Special General Partnership) Certified Public Accountant: Chen Zhao Certified Public Accountant: Hu Minjian Guangzhou, China August 19, 2015
Pro Forma Consolidated Financial Statements Notes
Pro Forma Consolidated Balance Sheet
Unit: RMB Yuan
| Assets | Note 7 | June 30, 2015 | December 31, 2014 |
|---|---|---|---|
| Current Assets: | |||
| Cash and Cash Equivalents | 1 | 1,940,060,424.82 | 1,467,813,786.00 |
| Financial Assets Measured at Fair Value with Changes Recorded in Profit or Loss | 2 | - | 57,963,443.20 |
| Notes Receivable | 3 | 100,000.00 | 350,000.00 |
| Accounts Receivable | 4 | 291,337,607.10 | 227,168,129.78 |
| Prepayments | 5 | 101,187,865.15 | 129,683,831.22 |
| Interest Receivable | 6 | 8,537,389.44 | 9,462,259.48 |
| Dividends Receivable | - | - | - |
| Other Receivables | 7 | 296,908,889.72 | 265,940,632.21 |
| Financial Assets Purchased Under Resale Agreements | - | - | - |
| Inventories | 8 | 8,377,342,381.94 | 8,310,166,426.25 |
| Non-current Assets Held for Sale Due Within One Year | - | - | - |
| Other Current Assets | 9 | 1,426,888,993.12 | 1,663,796,285.01 |
| Total Current Assets | 12,442,363,551.29 | 12,132,344,793.15 | |
| Non-current Assets: | |||
| Loans and Advances | 1,544,246,480.24 | 2,173,638,903.69 | |
| Available-for-sale Financial Assets | 10 | - | - |
| Long-term Receivables | 11 | 54,630,330.56 | 63,497,868.46 |
| Long-term Equity Investments | 12 | 347,658,265.56 | 299,714,973.49 |
| Investment Properties | 13 | 77,849,978.58 | 80,303,361.32 |
| Fixed Assets | 14 | 8,777,620,785.81 | 8,565,777,835.71 |
| Construction in Progress | 15 | 812,578,944.90 | 793,645,461.25 |
| Engineering Materials | 16 | 167,976.40 | 167,976.40 |
| Fixed Assets Disposal | - | - | - |
| Biological Assets | 17 | 2,456,572,290.77 | 2,268,609,517.22 |
| Oil and Gas Assets | - | - | - |
| Intangible Assets | 18 | 804,115,338.55 | 753,387,917.28 |
| Development Expenditure | - | - | - |
| Goodwill | 19 | 126,368,379.51 | 126,368,379.51 |
| Long-term Deferred Expenses | 20 | 292,577,576.42 | 296,856,618.66 |
| Deferred Tax Assets | 21 | 10,299,205.99 | 8,583,234.36 |
| Other Non-current Assets | 22 | 69,759,870.01 | 123,024,678.09 |
| Total Non-current Assets | 15,374,445,423.30 | 15,553,576,725.44 | |
| Total Assets | 27,816,808,974.59 | 27,685,921,518.59 |