Common use of Our Independence and Quality Control Clause in Contracts

Our Independence and Quality Control. We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ responsibilities Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion. We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of Guangdong Victory. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work. Opinion Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors. Yours faithfully, Ernst & Young Certified Public Accountants

Appears in 1 contract

Samples: www1.hkexnews.hk

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Our Independence and Quality Control. We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ responsibilities Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion. We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of Guangdong VictoryBaotou Aluminum. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work. Opinion Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors. Yours faithfully, Ernst & Young Certified Public AccountantsAccountants EY22/F, CITIC Tower, 0 Xxx Xxx Avenue, Central Hong Kong

Appears in 1 contract

Samples: www.chalco.com.cn

Our Independence and Quality Control. We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviorbehaviour. Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ responsibilities Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion. We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of Guangdong Victorythe Target. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work. Opinion Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors. Yours faithfully, Ernst & Young Certified Public AccountantsAccountants Hong Kong 29 November 2019 APPENDIX II – LETTER FROM THE FINANCIAL ADVISOR IN RELATION TO THE VALUATION China Everbright Capital Limited 28/F, Xxx Garden One 00 Xxxxx Xxxxxx, Xxxxxxxx Xxx Hong Kong The Board of Directors China Everbright Limited 46th Floor Far East Finance Centre 00 Xxxxxxxx Xxxx Hong Kong 29 November 2019 Dear Sirs, We refer to the valuation report dated 13 October 2019 in relation to the Valuation prepared by Beijing Xxxxx Xxxxxxxx Assets Appraisal Co., Ltd. (the “Independent Valuer”) as mentioned in the Company’s announcement dated 29 November 2019 (the “Announcement”). Capitalized terms used in this letter, unless otherwise defined, shall have the same meanings as those defined in the Announcement. Given that the Valuation was partially based on the income approach which involved the calculation of discounted cash flows method, the Valuation constitutes a profit forecast (the “Profit Forecast”) under Rule 14.61 of the Listing Rules and the requirements under Rule 14.62 of the Listing Rules are therefore applicable. This letter is issued by us in the capacity of the Company’s Financial Advisor in compliance with the requirement under Rule 14.62(3) of the Listing Rules. We are not reporting on the arithmetical calculations of the discounted cash flows in relation to the Valuation (the “Discounted Cash Flows”) nor the Valuation. We have reviewed the Profit Xxxxxxxx has been made and for which you as the Directors are solely responsible, and have discussed with the respective management of the Company and Everbright Senior Healthcare, as well as the Independent Valuer, in respect of the bases and assumptions upon which the Valuation were based. We have also considered the assurance report (the “Report”) dated 29 November 2019 from Xxxxx & Xxxxx (“EY”) solely addressed to and for the benefit of you as the Directors and note that EY has performed procedures regarding its responsibility to report, as required by Rule 14.62(2) of the Listing Rules, on the calculations of the Discounted Cash Flows in relation to the Valuation. We also note that the Discounted Cash Flows do not involve the adoption of accounting policies. The Report is included in Appendix I to the Announcement. With regard to the Independent Valuer’s qualifications and experience, we have conducted reasonable checks to assess the relevant qualifications, experience and expertise of the Independent Valuer, including reviewing the supporting documents on the qualifications of the Independent Valuer and conducting discussions with the Company and the Independent Valuer on their qualifications and experience. The Profit Forecast has been prepared using a set of assumptions that include hypothetical assumptions about future events and other assumptions that may or may not necessarily be expected to occur and, as such, the Discounted Cash Flows may not be appropriate for purposes other than for deriving the Valuation. Even if the events anticipated under the hypothetical assumptions occur, actual results are still likely to differ from the Discounted Cash Flows since such anticipated events frequently may or may not occur as expected and the variation may be material. We have not independently verified the computations leading to the Independent Valuer’s determination of the Valuation. We have had no role or involvement and have not provided and will not provide any assessment of the fair value of Everbright Senior Healthcare. Our work does not constitute any valuation. Therefore we accept no responsibility therefor, and express no views, whether expressly or implicitly, thereon. On the basis of the foregoing and in the absence of unforeseeable circumstances, and without giving any opinion on the reasonableness of the Discounted Cash Flows and of the Valuation, we are satisfied that the Discounted Cash Flows upon which the Valuation has been made, and for which you as Directors are solely responsible, have been made by you as Directors after due and careful enquiry. However, we express no opinion on how closely the actual cash flow and profit eventually will correspond with the Discounted Cash Flows. Our work in connection with the Discounted Cash Flows and the Valuation has been undertaken solely for the compliance of Rule 14.62(3) of the Listing Rules and for no other purpose. This letter may not be used or disclosed, referred or communicated (in whole or in part) to any party for any other purpose whatsoever, except with our prior written approval. We accept no responsibility to any other person in respect of, arising out of or in connection with our work. Yours faithfully, For and on behalf of China Everbright Capital Limited Wu Po Sing

Appears in 1 contract

Samples: Investment Agreement

Our Independence and Quality Control. We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services EngagementsEngagements , and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ responsibilities Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion. We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of Guangdong Victorythe Target Business. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work. Opinion Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors. Yours faithfully, Ernst & Young Certified Public AccountantsAccountants Hong Kong * for identification purposes only APPENDIX II LETTER FROM THE BOARD OF THE COMPANY ON THE PROFIT FORECAST OF THE TRANSFER SUBJECT Beijing Urban Construction Design & Development Group Co., Limited 北京城建設計發展集團股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1599) Dear Sir or Madam,

Appears in 1 contract

Samples: Asset Transfer Agreement

Our Independence and Quality Control. We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ responsibilities Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion. We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of Guangdong Victorythe Target. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work. Opinion Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors. Yours faithfully, faithfully Ernst & Young Certified Public AccountantsAccountants Hong Kong APPENDIX II Financial Advisor to the Company 29 June 2020 The Board of Directors Huaneng Power International, Inc.

Appears in 1 contract

Samples: www1.hkexnews.hk:443

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Our Independence and Quality Control. We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services EngagementsEngagements , and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ responsibilities Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion. We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of Guangdong Victorythe Target. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work. Opinion Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors. Yours faithfully, Ernst & Young Certified Public AccountantsAccountants Hong Kong 10 December 2020 Listing Division The Stock Exchange of Hong Kong Limited 12/F, Two Exchange Square 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxx Dear Sirs, MAJOR TRANSACTIONS – EQUITY TRANSFER AGREEMENT AND PROPOSED MANDATE IN RELATION TO POTENTIAL CAPITAL INCREASE We refer to the announcement (the “Announcement”) of COSCO SHIPPING Development Co. Ltd.* (中遠海運發展股份有限公司) (the “Company”) dated 10 December 2020 in relation to, among other things, the Equity Transfer Agreement and the Proposed Mandate in relation to Potential Capital Increase. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Announcement. As the income approach, which involved the calculation of discounted cash flows method, was adopted by Beijing CEA in preparing the Valuation Reports, the valuations in the Valuation Reports constitute profit forecasts under Rule 14.61 of the Listing Rules. The Board has reviewed the bases and assumptions of the valuations and has discussed the same with Beijing CEA and Ernst & Xxxxx, the auditor of the Company (the “Auditor”). The Board has also considered the reports dated 10 December 2020 from the Auditor in relation to the calculations of the profit forecasts on which the Valuation Reports were based, as set out in Appendix I to the Announcement. Based on the foregoing, the Board confirmed that the profit forecasts in the Valuation Reports have been made after due and careful enquiry. Yours faithfully, For and on behalf of the Board 中遠海運發展股份有限公司

Appears in 1 contract

Samples: Equity Transfer Agreement

Our Independence and Quality Control. We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviorbehaviour. Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services EngagementsEngagements , and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ responsibilities Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion. We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of Guangdong Victorythe Target Company. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work. Opinion Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors. Yours faithfully, Ernst & Young Certified Public AccountantsAccountants Hong Kong 27/F, One Taikoo Place 000 Xxxx’x Xxxx Xxxxxx Xxx, Xxxx Xxxx 2 December 2022 APPENDIX II – LETTER FROM THE BOARD 2 December 2022 Listing Division The Stock Exchange of Hong Kong Limited 12/F Two Exchange Square 0 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx Xxxx Dear Sirs, We refer to the supplemental announcement of the Company dated 2 December 2022 in relation to the Acquisition of the entire equity interest of the Target Company (the “Announcement”). Capitalized terms used in this letter shall have the same meanings as those defined in the Announcement unless stated otherwise. Reference is made to the Valuation Report dated 10 October 2022 issued by China Alliance, an independent valuer, in relation to the valuation of the entire interest in the Target Company as at 30 June 2022. As the Valuation adopted, among others, the earning value method which involves the use of discounted cash flows, the Valuation constitutes a profit forecast under Rule 14.61 of the Listing Rules. We have discussed with the Valuer about different aspects including the bases and assumption based on which the Valuation has been prepared, and reviewed the Valuation for which the Valuer is responsible. We have also considered the report from the auditors of the Company, Ernst & Xxxxx, regarding whether the discounted future estimated cash flows, so far as the calculation are concerned, were properly complied, in all material respects, in accordance with the assumption as set out in the Valuation Report. Pursuant to the requirement of Rule 14.62(3) of the Listing Rules, the Board confirms that the Valuation prepared by the Valuer has been made after due and careful enquiry. Yours faithfully, For and on behalf of the Board of Directors of China Boqi Environmental (Holding) Co., Ltd. Xxxx Xxxxxx

Appears in 1 contract

Samples: www1.hkexnews.hk

Our Independence and Quality Control. We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies Hong Kong Standard on Quality Control 1 Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Reporting Accountants’ responsibilities Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the Forecast based on our work. The Forecast does not involve the adoption of accounting policies. We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the HKICPA. This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the calculations are concerned, the Directors have properly compiled the Forecast in accordance with the Assumptions adopted by the Directors. Our work consisted primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based on the Assumptions made by the Directors. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion. We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast are based and thus express no opinion whatsoever thereon. Our work does not constitute any valuation of Guangdong Victorythe Target. The Assumptions used in the preparation of the Forecast include hypothetical assumptions about future events and management actions that may or may not occur. Even if the events and actions anticipated do occur, actual results are still likely to be different from the Forecast and the variation may be material. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of our work, or arising out of or in connection with our work. Opinion Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations of the Forecast is concerned, the Forecast has been properly compiled in all material respects in accordance with the Assumptions adopted by the Directors. Yours faithfully, Ernst & Young Certified Public Accountants Hong Kong * For identification purpose only APPENDIX II — LETTER FROM THE BOARD IN RELATION TO THE PROFIT FORECAST IN CONNECTION WITH THE VALUATION OF THE TARGET COMPANY Sihuan Pharmaceutical Holdings Group Ltd. 四 環 醫 藥 控 股 集 團 有 限 公 司 (incorporated in Bermuda with limited liability) (Stock Code: 0460) 21 January 2021 The Stock Exchange of Hong Kong Limited 8th Floor, Two Exchange Square 0 Xxxxxxxxx Xxxxx Xxxxxxx, Xxxx Xxxx Dear Sirs, CONNECTED TRANSACTION SUBSCRIPTION OF SHARES IN A SUBSIDIARY OF THE COMPANY We refer to the announcement of the Company dated 21 January 2021 (the “Announcement”). Unless the context otherwise requires, terms defined in the Announcement shall have the same meanings in this letter when used herein. We refer to the Valuation Report prepared by JLL, among which, the valuation of the Target Company (the “Valuation”) constitutes a profit forecast for the purpose of Rule 14.61 of the Listing Rules. We have reviewed the Valuation, which is set out in the Valuation Report on the Target Company prepared by JLL for which JLL is responsible. Pursuant to Rule 14.62 of the Listing Rules, we have engaged EY, the auditors of the Company, to examine the calculations of the discounted cash flows of the Target Company, on which the Valuation was based, in accordance with Hong Kong Standard on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the Hong Kong Institute of Certified Public Accountants. The report from EY is set out in Appendix I to the Announcement. On the basis of the foregoing, in accordance with the requirements under Rule 14.62(3) of the Listing Rules, we confirm that the Valuation has been made after due and careful enquiry. By Order of the Board Sihuan Pharmaceutical Holdings Group Ltd. Dr. Xxx Xxxxxxxxx

Appears in 1 contract

Samples: Subscription Agreement

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