RENAISSANCE ASIA SILK ROAD GROUP LIMITED ZHONG HUI ANDA CPA Limited
Certified Public Accountants
29 Jan ua ry 2016
The Board of Directors
China Billion Resources Limited Dear Sirs,
We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of China Billion Resources Limited (the "Company") and its subsidiaries (hereinaf ter collectively referred to as the "Group") by the directors of the Company (the "Directors") for illustrative purposes only. The pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets (the "Unaudited Pro Forma Financial Information") of the Group as at 30 June 2015 as set out in Appendix II of the Circular issued by the Company dated 29 January 2016 (the "Circular"). The applicable crHeria on the basis of which the Directors have compiled the Una udited Pro Forma Financial Information are set out in Appendix II of the Circular.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the proposed open offer of ordinary shares on the basis of two Offer Shares for every one Reorganised Share (the "Open Off er") on the Group's financial position as at 30 June 2015 as if the Capital Reorganisation, the Debt Settlement Agreements and the Open Offer had taken place at 30 June 2015. As part of this process, information about the Group's financial position as at 30 June 2015 has been extracted by the Directors from the interim report of the Group for the period ended 30 June 2015.
Directors' Responsibilities for the Una udited Pro Forma Fina ncial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Informa tion for Inclusion in Investment Circulars" ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA").
We have complied with the independence and other ethical requirement of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
The firm a pp l ies Hong Kon g Standard on Quali ty . Control 1 and accordinly_ maintains a. compreh nsive system of qua.Hty coritrol including q cqment.ed .poJici s and procedures regarding compliance with ethical requirements, prnfessional standards and applicable legal and regulatory requirements.
Our responsibility is to express an opm10n, as required by paragraph 29(7) of Chapter 4 of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 "Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus" issued by the HKICPA. This standard requires that the reporting accountant plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 29 of Chapter 4 of the Listing Rules and with reference to AG 7 issued by the HKICPA. ·
For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Una udited Pro For ma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.
The purpose of Unaudited Pro Forma Financial Information included in the Circular is solely to illustrate the impact of a signif icant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction as at 30 June 2015 would have been as presented.
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A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing proced ures to assess whether the applicable criteria used by the Directors in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether :
The related pro forma adjustments give appropriate effect to those criteria; and
The Una udited Pro For ma Financial Infor ma tion reflects the proper application of those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountant's judgment, having regard to the reporting accountant's understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances .
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information. ·
We believe that the evidence we have obtained is sufficient and appropriate to provid.e a basis for our opinion .
In our opinion:
the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated;
such basis is consistent with the accounting policies of the Group; and
the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.
Yours faithfull-y, --
China Billion Resources Limited issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 January 2016 16:38:03 UTC
Original Document: http://www.chinabillion.net/en/doc/2016 English/(013) Report from ZHONGHUI ANDA CPA Limited on unaudited pro forma financial information of the Group.pdf
