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REPORTING ACCOUNTANT’S REPORT ON PRO FORMA FINANCIAL INFORMATION (VERY SUBSTANTIAL DISPOSAL) Guidance ? This report should be adapted for a very substantial disposal transaction of which the circular is dated on or after 1 July 2013. ? Normal text is required for all assurance reports. ? [ ] indicates required text which should be inserted specific to each engagement. ? This report should be printed on Auditor’s Report paper. INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

TO THE DIRECTORS OF [LISTED COMPANY]

We have completed our assurance engagement to report on the compilation of pro forma financial information of [Listed Company] (the \collectively referred to as the \illustrative purposes only. The pro forma financial information consisted of the pro forma statement of financial position as at [DATE 1], the pro forma [statement of profit or loss/income statement/statement of profit or loss and other comprehensive income] for the [year/period] ended [DATE 1]], the pro forma statement of cash flows for the [year/period] ended [DATE 1] and related notes [as set out on pages [x] to [x] of the circular issued by the Company dated [DATE] (the \Directors have compiled the pro forma financial information are described on pages [x] to [x] of the Circular.

The pro forma financial information has been compiled by the Directors to illustrate the impact of the [brief description of event or transaction (e.g. \disposal of ABC Limited\1] on the [Group's financial position as at [DATE 1]] [and] [the Group's/its financial performance and cash flows for the [year/period] ended [DATE 1]] as if the [event or transaction] had taken place at [DATE 1] and [DATE 2]2 respectively. As part of this process, information about the Group's financial position, financial performance and cash flows has been extracted by the Directors from the Group's financial statements for the [year/period] ended [DATE 1]], on which [an audit report]/[a review report]/[an accountant's report]/[no audit or review report] has been published.

Directors' Responsibilities for the Pro Forma Financial Information

The Directors are responsible for compiling the pro forma financial information in accordance with paragraph [4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the \Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong 12

The description shall be consistent with that stated in the circular.

Being the first date of accounting period covered by the pro forma statement of profit or loss/income

statement/statement of profit or loss and other comprehensive income and the pro forma statement of cash flows.

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Limited (the \Forma Financial Information for Inclusion in Investment Circulars (\7\issued by the Hong Kong Institute of Certified Public Accountants (\

Reporting Accountant's Responsibilities

Our responsibility is to express an opinion, as required by paragraph [4.29(7) of the Listing Rules/7.31(7) of the GEM Rules], on the 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 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 (\Forma Financial Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting accountant comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the pro forma financial information in accordance with paragraph [4.29 of the Listing Rules/7.31 of the GEM 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 pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of a significant 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 at [DATE 1] or [DATE 2] would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the 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 pro forma financial information 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 pro forma financial information has been compiled, and other relevant engagement circumstances.

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The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion3

In our opinion:

(a) the pro forma financial information has been properly compiled on the basis stated; (b) such basis is consistent with the accounting policies of the Group; and

(c) the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph [4.29(1) of the Listing Rules/7.31(1) of the GEM Rules].

Alt Modification to (c) The pro forma adjustments, except for any adjustments that may result from [details of the issues subject to modification opinion] which is not in accordance with paragraph [4.29(6) of the Listing Rules/7.31(6) of the GEM Rules], are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph [4.29(1) of the Listing Rules/7.31(1) of the GEM Rules].

Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong, [DATE]

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Replace the heading with 'Basis of Modification' where there is disagreement on the preparation of the pro forma financial information. Consult technical department for wording as appropriate.

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