Translation

Appendix 4A

Pro-forma capital verification report (example provided by CICPA)

Capital Verification Report

To [Company name]

We accepted the appointment to examine the [second] installment of registered capital

contribution of [Company name] (“the Company”) as at [date] in respect of its application for

incorporation and registration. The responsibilities of all its investor(s) and the Company are to

ensure that the capital contributions comply with the legal requirements of the relevant laws,

regulations, agreements, contracts and articles of association; to provide true, legitimate and

complete information for the verification of capital contributions and to safeguard the Company’s

assets. Our responsibility is to express an opinion on the [second] installment of capital

contribution in accordance with the “Statement of Independent Auditing Practices No.1:

Verification of Capital Contribution”. In the course of our examination, we performed

examination procedures as we considered necessary in the circumstances.

According to the agreements, contracts and articles of association, the Company’s registered

capital to be contributed by [name] (Party A) and [name] (Party B) is [currency] [amount] and

shall be fully contributed in [number] installments prior to [date]. The current contribution is for

the [second] installment, which shall be contributed before [date]. Based on our examination and

as at [date], the Company had received capital contribution of [currency] [amount] contributed

by Party A and Party B. The aforesaid actual capital contribution [currency] [amount] is in the

form of cash, [currency] [amount] is in the form of tangible assets, and [currency] [amount] is

in the form of know-how. The capital contributed in the form of know-how accounts for % of

the registered capital.

[In addition, we also noted that the [first] installment of registered capital contribution of the

Company, [currency] [amount], of which [currency] [amount] was contributed by Party A and

[currency] [amount] was contributed by Party B, was verified by [name] Certified Public

Accountants Co., Ltd. with capital verification report ([number of report]) issued on [date]. As at

[date], the Company has received accumulated capital contribution of [currency] [amount] in

total.]

This Capital Verification Report is for the use of the Company to apply for its incorporation

and registration and to issue investment certificate(s) to the investor(s). It is not to be deemed

as a guarantee or an assurance of the Company’s abilities in maintaining capital, repaying

debts or operating as a going concern. XXXX Certified Public Accountants and the Certified

Public Accountants who performed this verification shall not be hold liable for any

consequences caused by the misuse of this Capital Verification Report.

Appendix I Summary of the [Second] Installment of Capital Contribution

Appendix IISummary of Accumulated Capital Contribution

Appendix III Notes to Capital Verification Report

XXXX Certified Public AccountantsCertified Public Accountant

Certified Public Accountant

Shanghai, the People’s Republic of China[date]

Appendix I

Summary of [Second] Installment of Capital Contribution

As at [date]

Company name: Name of currency in which registered capital is expressed:Monetary unit:

The current installment of capital contribution

Including: actual capital contributionTotal

CashTangible AssetsIntangible AssetsOthers

Name of Registered capital

Investor subscribed for the current

(s)installment

Original currencywhich the which the which the

Equivalent of the Equivalent of Equivalent of the

currency in the currency in currency in

registered capital registered capital registered capital

is expressedis expressedis expressed

Original Original

currencycurrency

(expressed in

the currency

of registered

capital)

Amount subscribed

Proportion to total capital

Name of accounting firm performing the capital verification: (Chop)Certified Public Accountant: (Chop)

Certified Public Accountant: (Chop)

Appendix II

Summary of Accumulated Capital Contribution

As at [date]

Company name: Name of currency in which registered capital is expressed:Monetary unit:

Registered Capital

Accumulated CapitalCurrent Installment of Capital Accumulated Capital Contribution

Contribution Brought ForwardContributionCarried Forward

Name of Investor(s)

AmountAmountAmountAmount

Proportion to Total Proportion to Total Proportion to Total Proportion to Total

Registered CapitalRegistered CapitalRegistered CapitalRegistered Capital

Name of accounting firm performing the capital verification: (Chop)Certified Public Accountant: (Chop)

Certified Public Accountant: (Chop)

1

Appendix III

Notes to Capital Verification Report

1.Information on approval and establishment of the Company

The Company was jointly established by Party A and Party B under approval by

[competent authority] evidenced by approval document [year] No. [number]. Its certificate

of approval was issued by [name of issuing entity] on [date] and numbered [number]. The

Company obtained the business license on [date] which is issued by [Administration of

Industry and Commerce]. The registration number is [number].

2.Registered capital and its terms of contribution

In accordance with the approved agreements, contracts and articles of association, the

Company’s registered capital is [currency] [amount]. The registered capital shall be fully

contributed by the investors in [number] installments before [date]. The current capital

contribution is for the [second] installment. Party A shall contribute [currency] [amount],

which accounts for % of the registered capital, [currency] [amount] of the contribution is

contributed in the form of cash, [currency] [amount] is contributed in the form of tangible

assets and [currency] [amount] is contributed in the form of know-how; Party B shall

contribute [currency] [amount], which accounts for % of the registered capital, [currency]

[amount] of the contribution is contributed in the form of cash, [currency] [amount] is

contributed in the from of tangible assets.

3.Results of verification

As at [date], the Company had received the [second] installment of capital contribution of

[currency] [amount].

i)Party A contributed [currency] [amount] in the [second] installment, of which

[currency] [amount] was remitted to the Company’s [currency] capital bank

account (a/c No.) on [date]; know-how valued at [amount] was contributed on

[date], the value of which, as determined by all investors, is [amount];

Appraisal of the know-how contributed by Party A has been performed by [Name

of asset appraisal firm] with an asset appraisal report issued thereon. Party A has

signed a technology transfer contract with the Company in connection with the

aforesaid know-how and the property transfer procedures have been completed.

ii)Party B contributed [currency] [amount] in the [second] installment, of which

[currency] [amount] was remitted to the Company’s [currency] capital bank

account (a/c No.) on [date]; tangible assets (name, quantity etc.] were contributed

on [date], the value of which is determined at [amount]. The determined value has

been confirmed by Administration of Quality Inspection and Quarantine of

[province] with Property Value Confirmation [number of certificate] issued.

(The currency referred to above is the currency in which registered capital is expressed. If

currency in which capital is actually contributed differs from that in which registered capital is

expressed, the following items should be disclosed: name of original currency and amount in that

original currency; exchange rate(s) adopted; equivalent amount in the currency in which

registered capital is expressed)

(If amount actually contributed by the investor(s) exceeds its (their) capital subscription for the

current installment, the treatment of the excess should be disclosed.)

4.Other matters

2

2.

XXXX 有限责任会计师事务所

XX 所【2004】X 验字18 号

验资报告

XXXX Accountant Office Firm

XX X Yan Zi No.18, 2004

Capital Verification

OOO 医疗器械有限公司（筹）全体股东:

All shareholders of OOO Medical Instruments Co., Ltd (in preparation period):

我们接受委托，审验了贵公司（筹）截至2004 年4 月1 日止申请设立登记的注册资本实收情况。按

照国家相关法律、法规的规定和协议、章程的要求出资，提供真实、合法、完整的验资资料，保护资产的

安全、完整是全体股东及贵公司（筹）的责任。

We accepted the appointment to verify the paid-in capital to be applied for registration

of OOO Medical Instruments Co., Ltd (in preparation period and hereinafter abbreviated as

Company) to April 1, 2004. The responsibilities of the Company and its all shareholders are

to invest in accordance with the requirements of agreement and the articles of the

association of the Company and the provisions of related laws and codes of the state, and

provide true, legitimate and complete information for capital verification, and ensure the

safety and completeness of its assets.

我们的责任是对贵公司(筹)注册资本的实收情况发表审验意见。我们的审验是依据《独立审计实务公

告第1 号一一验资》进行的。在审验过程中，我们结合贵公司(筹〉的实际情况，实施了检查等必要的审

验程序。

Our responsibility is to issue a verification opinion on the Company’s paid-in

registration capital. Our verification is in accordance with “Statement of Independent

Auditing Practices No.1: Verification of Capital Contribution”. In the verification, in

consideration of the Company’s practice, we carried out necessary audit and verification

procedures.

根据有关协议、章程的规定，贵公司〈筹〉申请登记的注册资本为人民币50 万元，由XX(以下简称

甲方〉、XXX(以下简称乙方〉出资缴足。经我们审验，截至2004 年4 月1 日止，贵公司〈筹〉己收到全

体般东缴纳的注册资本合计人民币伍拾万元整(￥500，000 元) ，各股东以货币出资。

As stipulated in related agreement and the articles of the association, the registered

capital of the Company in application for its registration is RMB 500,000 Yuan, which shall

be invested by XXX (hereinafter abbreviated as Party A) and XXX (hereinafter abbreviated as

Party B). As we verified, to April 1, 2004 the Company has received registration capital RMB

500,000 Yuan totally invested and paid-in by its all shareholders in cash.

本验资报告供货公司〈筹〉申请设立登记及据以向全体股东签发出资证明时使用，不应将其视为是对

贵公司(筹)验资报告日后资本保全、偿债能力和持续经营能力等的保证。因使用不当造成的后果，与执行

本验资业务的注册会计师及事务所无关。

This capital verification report is used for the Company to apply for registration and

issue capital contribution certificates to its all shareholders, and shall not be deemed as

a guarantee for the Company’s capital maintenance, solvency and successive management

ability. Any result caused by improper usage of this report is irrelevant to the CPAs and

accounting firm carrying out this capital verification.

附件; 1、注册资本实收情况明细表

2、验资事项说明

3

Annex: 1. Detailed information of paid-in registration capital

2. Explanation on capital verification

中国注册会计师：

中国注册会计师：

China Certificated Public Accountant (CPA):

China Certificated Public Accountant (CPA):

XXXX 有限责任会计师事务所

地址：福建

Longyan Hongye Accountant Office Firm

City, Fujian Province