We conducted our audits in accordance with the Independent Auditing Standards for Certified Public Accountants. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

　　 The Company has excluded from property and debt in the accompanying balance sheets, certain lease obligations that, in our opinion, should be capitalized in order to conform with China generally accepted accounting principles. If these lease obligations were capitalized, property would be increased by RMB ____, long-term debt by RMB ____, and retained earnings by RMB ____ as of December 31, 2006, respectively. Additionally, net income would be decreased by RMB ____ and earnings per share would be decreased by RMB ____, respectively for the year then ended.

　　 In our opinion, except for the effects of not capitalizing certain lease obligations as discussed in the preceding paragraph, the financial statements referred to above give a true and fair view( or are presented fairly, in all material respects, ) the financial position of ABC as of December 31, 2006 , and the results of its operations and its cash flows for the year then ended in conformity with the requirements of both the Accounting Standard for Business Enterprises and other relevant financial and accounting laws and regulations promulgated by the State.

　　(4) adverse opinion

　　Independent Auditor’s Report

　　To: Board of Directors and Stockholders

　　 　　 ABC Company

　　We have audited the accompanying balance sheet of ABC Co., Ltd. (“ the Company”) as of December 31, 2006, and the related statements of income and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an audit opinion on these financial statements based on our audits.

　　 We conducted our audits in accordance with the Independent Auditing Standards for Certified Public Accountants. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

　　 The inventory costing method as in Note XX and the valuation method for fixed assets as in Note XX do not follow the historical cost principle. This departure from the accounting standards has caused a RMB___ decrease in the inventory value as well as a RMB___ increase in the original value of fixed assets, which has a material impact on the correctness of the income determination.

　　 In our opinion, due to the material impact of the matters mentioned above, the financial statements referred to above do not give a true and fair view( or are not presented fairly, in all material respects, ) the financial position as of December 31, 2002 , and the results of its operations and its cash flows for the years then ended, and are not in conformity with the requirements of both the Accounting Standard for Business Enterprises and other relevant financial and accounting laws and regulations promulgated by the State.

　　(5) disclaimer of opinion

　　Independent Auditor’s Report

　　To: Board of Directors and Stockholders

　　 　　 ABC Company

　　We were engaged to audit the balance sheet of your Company as of December 31, 2006 and the related statements of income and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management.