International Auditing Company «Russell Bedford BC Partners» International Consulting Firm LLC Commercial offer for audit, evaluation and consulting service Performed by: IAC & ICF «Russell Bedford BC Partners» LLC «Money should be controlled, not served!» Dear ladies and gentlemen! International Auditing Company «Russell Bedford BC Partners» and International Consulting Firm (Limited Liability Company ) are pleased to offer you our services in the field of auditing, evaluation and consulting. Information about company International Auditing Company «Russell Bedford BC Partners» International Consulting Firm LLC Name of group The motto of the company «Money should be controlled, not served!» (рус. «Деньгами надо управлять, а не служить им») General Director Kudaibergenova Sholpanay Ergaliyevna Services Audit, tax audit, consulting and evaluation Turn over Number employed 260 mln. (2013) of persons 82 persons (2013) One of the largest companies of the Republic of Kazakhstan, providing professional services. Industry experience Great Britain USA • Winccom Technologies LLP • Winccom Central Asia LLP • Freedom House • Galans botlers JSC Italy • Caspain Oсean LLP • DJ Global Inspection Services LTL • Reemtsma LLP • RPU Red Crescent Society of the Republic of Kazakhstan Ukraine • Interpipe Kazakhstan LLP Malaysia • Applied Technologies Inc LLP Turkey • Turkuaz Group of companies Korea • Sungwon Ind. Dev.co. Ltd Kazakhstan • JSC Kazakh Gas Plant • JSC Araltuz • N-Operating Company LLP • JSC «Кazakhstan Petrochemical Industries» • JSC Caspiy Neft • Zhambay LLP • Kurmangazy Petroleum LLP Kazakhstan • • • • • • • NC Kazakhstan Engineering JSC JSC AirAstana JSC NC SEC Caspyi JSC «KazTrasOil» JSC «KazTransGas» International airport Astana JSC «Kamkor - Locomotive» China • CNPC Kazakhstan LLP • China Petroleum Engineering & Construction (Group) Corporation LLP • GPP Kazakhstan LLP • Kazakhstan-China Pipeline LLP Our privileges IAC «Russell Bedford BC Partners» LLC comply with the IAS and is guided by the Code of Ethics. That is confirmed by the results of the external quality control, which was carried out by accredited professional audit organization of PAO «Collegium of Auditors» ICF «Russell Bedford BC Partners» LLC is the member of «Chamber of professional appraisers» IAC and ICF «Russell Bedford BC Partners» LLC –has international certificate ISO 9001 of quality control system Our company is a corporate member of the Association of taxpayers of Kazakhstan with the «Expert» status Based on the operating result for 2012, we are on the list of the largest RK audit and consulting, evaluation companies Our companies IAC and ICF "Russell Bedford BC Partners” LLC are full members of the International network of RUSSELL BEDFORD INTERNATIONAL, which was created in 1983. Today it unites many companies working in the area of audit and consulting Our partners IT Products • DEKA Controlling – is the official partner of the company IAC & ICF "Russell Bedford BC Partners“ LLC in the territory of the Republic of Kazakhstan The DEKA Controlling company dynamically developing training and consulting Kazakhstan company in the field of introduction of a wide range of modern high-quality administrative and information technologies in the state and private enterprises, public organizations. ARC Logics Sword ORM – GRS a control system of operational risks of the Wolters Kluwer company; • • WizSentri – system of counteraction to Wolters Kluwer company fraud; RiskPro – a control system of assets and liabilities, managements of financial risks of the Wolters Kluwer company; • PROCOS – professional controlled system on increase of efficiency of activity of the enterprise (class EPM) of the PROCOS AG company (Liechtenstein); • PRO-CR – an analytical product on a rating and scoring, and also on development of the system of indicators of efficiency of activity of the Prospero AG company, etc. . Qualification requirements Your requirements Our response Existence of license to perform audit IAC “Russell Bedford BC Partners” LLC has a license for audit, series МФЮ No.0000097 issued on March 11, 2013 issued by the Ministry of Finance of the RK. Existence of Contract for compulsory insurance of civil liability of the audit company Civil liability of IAC "Russell Bedford BC Partners" LLC is insured by JSC “BTA Insurance” for the amount of twenty million tenge (KZT 20,000,000). Documents are attached (annually the sum is increased). Existence of at least five (5) experts certified in the International Financial Reporting Standards The following specialists of IAC and ICF "Russell Bedford BC Partners" LLC are certified in compliance with the international standards of audit: • E.A Kudabayev (Auditor, АССА) • M.T. Bassabikova (Auditor, PhD, DipIA, IFA) • I.V. Stavitskaya (Auditor, CPA, ACCA) • G.O. Tuimebay (Auditor, CIPA) • B.T. Zhumadylov (Auditor, АССА, CISA) • E. Avdeyev (CISA, CIA) • • • • • • M.A. Madiyarov (Auditor, CIPA) T.T. Kuzbakov (CIA) O.V. Yun (Auditor, АССА) Sh.A. Zhakayeva (DipIA , IFA) G.S. Rysmendiyeva (CFA) R.N. Khvan (Auditor) Qualification requirements Your requirements Our response Existence of license to perform evaluation ICF «Russell Bedford BC Partners» LLС has the license for carrying out activity on assessment of personal and real estate value No. 13003455 of 06.03.2013; The license for evaluation of intellectual property objects, and intangible assets No. 13003441 of 06.03.2013,granted by the KRS MJ of the RK. Existence of Contract for compulsory insurance of civil liability of organization Existence of at least five (5) experts of evaluation The civil liability of ICF «Russell Bedford BC Partners» LLС is insured by JSC “Ala Tau Insurance” company for the sum 200,000,000 (two hundred million) tenge. The following specialists of ICF "Russell Bedford BC Partners" LLC are certified compliance with the international standards of an assessment: • M.A. Tkachenko (Appraiser, license ФЛ01314) • Ye.B. Manabayev (Appraiser, license ФЛ01061) • T.A. Sim (Appraiser, license ФЛ-01031) • N.K. Yermakova (Appraiser, license ФЛ00944) • A.V. Li (Appraiser, license ФЛ-01123) • B.K. Nazarbekov (Appraiser, license ФЛ01123) • M.A. Tcybin (Appraiser, license ФЛ 00206) • A.Z. Miyabayev (Appraiser, RICS) • D.V. Pashenko (Specialist, CISA) • S.V. Prishep (Specialist, CISA,CISSP) • A.A. Terekhov (Specialist, CISSP) in Honesty and Integrity we act honestly and in good faith. Professional approach we work in accordance with the spirit and letter of the law. Responsibility and decision-making - based on common values, we serve as an example for many others. Respect and fair treatment - the staff treats each other with respect, courtesy and fairness. Correct Approach: Touch points Social responsibility - we understand and are responsible for the impact we have on the world around us Honest business practices - we strictly follow the principles of fair business practices. Competence –for every project we engage professionals who have necessary qualifications and experience. Objectivity - our professional opinions and conclusions are objective. Confidentiality - we respect the principle of confidentiality of information. Our audit service: Audit of financial and tax statements; Related services within the profile of its activity: review, agreed upon procedures, compilation, special purpose audit, verification of perspective financial information; Internal audit; Restoration and maintenance of accounting, preparation of financial statements; Advisory services in maintenance of accounting and preparation of financial statements and tax issues; Analysis of financial and economic activity and financial planning, offering of advisory services in economic and financial issues; Legal services not related to advocacy. The correct approach to carrying out audit Planning and conducting an audit under the leadership of the partner Comprehensive detailed audit Solution of technical problems Joint planning during conducting an audit Feedback to the management The letter to management Risk assessment Coordination and collaboration of teams in audit and tax issues Release of the auditor report and presentation to the Audit Committee Our evaluation services • Valuation of any movable property and real estate, including enterprises, intellectual property objects, marketable securities; • Legal expertise and support in preparation of civil and commercial agreements; • Development of schemes, conclusions and projects on reorganization of enterprises: merger, acquisition, division, allocation and transformation; • Consultations on application of some regulations of the compliance with exiting legislation; • Preparation of by-law documents for legal entities, placement’s projects of new marketable securities and results of underwriters’ work; • Legal support of clients on other legal issues regarding their business operations. Our consulting services • • • • • • • • • • • • • • • • Strategic management, include MTSP; Corporate management; Compliance to the international standards; Internal controls; Risk management; Finance; Assets management; Controlling; Budgeting; Internal accounting; Human recourses; Reengineering and optimization of processes; Management of change; Security of going concern ; Fraud management; Business – modernization, training, coaching. Correct approach: Main aspects System of internal control Our company has the following procedures to ensure quality of rendered services. Correct approach: Main aspects Results of audit work Audit report Notice on significant pitfalls Discussion of auditor reports and letters Our audit reports will be based on results of audit and express auditor’s opinion, whether the customer’s financial statements fairly reflect information in all essential aspects of a financial position at the end of fiscal year. If during the audit performance we find out some significant shortcomings of the internal control system in accounting, we will prepare the information letter with the description of found disadvantages. During audit we will carry out oral discussions of issues interesting for the company’s management and Audit Committee, and prepare the letter for the management team based on results of performed works as well. Correct approach: Considerable risks and special attention areas Check of incoming balance for the previous period on compliance with the IFRS; Closing of the reporting period (subsequent adjustments); Consolidation; Risk of essential distortion in the financial statements as a result of willful actions; Risk of essential distortion while calculating revenue (IFRS 11); Evaluation of interest-free loans; Accounting of the State subsidies; Evaluation of actuarial obligations; Fair value of financial assets and obligations. Correct approach: Considerable risks in special attention areas Assets evaluation In the course of carrying out of reliable and high-quality audit we are guided by a high valueadded principle Evaluatio n of receivabl es Evaluatio n of intangible assets and goodwill Evaluatio n of fixed assets Reserve on tax obligation s Revenue recognitio n Accounting policy Capitalisa tion of cost Evaluatio n of Fin. Investmen ts Evaluatio n of Fin. Investme nts Going concern Carrying out tests for provision Evaluation of Fin. Investmen ts Risk manage ment IFRS 7 Accruals Complian ce with IFRS Segmente d informatio n Judgment of the management Disclosure in explanations Our experience of providing service to large companies National Company «Kazakhstan Engineering» JSC National Holding Company «Almatykurylys» JSC «Air Astana» JSC «Regional Financial Center Academy for Almaty» JSC Municipal Utility Service «Kaspiy zhylusu arnasy» «Kazteleradio» JSC RSE «Aktau International Sea Trade Port» «Kazakh gas processing plant» JSC «SamrukEnergoSrtoyServis» JSC «Araltuz» JSC «Almatyenergosbyt» JSC «KazTransOil» JSC Our experience of providing service to large companies «Syrymbet» JSC «Turkuaz Group of companies» JSC «Kazstroysteklo» LLP «Winccom Technologies» LLP «Temirbeton-1» LLP «Kazakh Vodokanalproekt» JSC «Agromashholding» JSC «Kazspetspredpiyatie» JSC «Subsidiary of JSC Nurbank «Money Experts» JSC «Lancaster Group Kazakhstan» JSC «Financial Center» JSC «Kazakhstan Petrochemical Industries» JSC and other large companies (See List of companies-clients) Our team on audit For the implementation of this project IAC «Russell Bedford BC Partners» LLC guarantees high quality audit. We will assign highly qualified managers, competent in many aspects of the IFRS and ISA, citizens of the Republic of Kazakhstan. They are high-level professionals and have all powers to carry out this project. Sh. E. Kudaibergenova General director, Auditor Partner for corporate clients, Auditor A.R. Khisamutdinova Auditor Dr. M.T. Bassabikova Partner in the International Affairs, Auditor Sh. A. Zhakayeva Partner for taxes M.A. Madiyarov Auditor IFRS Partner, Auditor B.T. Zhumadylov IFRS Partner, Auditor K.K. Smagulova Partner for taxes S. Sh. Trimova Partner for corporate clients, Auditor G.Zh. Nazarymbetova Responsible for control and quality of audit G.S. Seifulina Senior Auditor assistant G.O. Tuimebay IFRS Partner, Auditor Partner for corporate clients, Auditor A.B. Bildebayeva Senior Auditor assistant, Analyst Our team on audit S.K. Antonova Senior Auditor Assistant R.K. Tokay Senior Auditor Assistant E.A. Duisebayev Senior Auditor Assistant B.Zh. Akpanbetova Tax Specialist I.G. Tsoy Junior Auditor Assistant T.T. Kuzbakov Financial Analyst A.K. Nesipbayeva Regional Representative, Senior Auditor Assistant Regional Director for external relations Sh. M. Dossova Regional Representative, Senior Auditor Assistant Our professional reputation can be acknowledged by our clients. A high level of professionalism and integrity of our employees, as well as high quality services are at the heart of all activities of IAC «Russell Bedford BC Partners» LLC Our evaluation team Deputy General Director, Appraiser Evaluation officer General manager on appraisal Specialist on property registration (10- person) Appraisers (20- person) Moscow regional representative Experts (10-person) IT specialist (5-person) The team of high-grade regional representatives in following cities: • Astana • Aktau • Atyrau • Aktobe • Karagandy • Uralsk • Shymkent • Semipalatinsk • Ust-Kamenogorsk High level of quality : independence and no conflict Quality has a great importance for our company. We are very proud of an impressive track record of successfully performed assignments. I am sure that we will continue to be distinguished from other companies due to our high quality of service and professionalism. Quality is a basis of our approach in carrying out of audit, we are proud of our unique monitoring system of audit quality. Independence: We confirm that we have never had any conflicts of interests with customers and we will continue to observe this criterion during the whole period of our cooperation. Besides, we will ensure independence of auditors and compliance with of all required auditing procedures. Change of auditors: We understand and share the principle that team constancy is a very important and favorable aspect of auditors’ Sholpanay Kudaibergenova successful work. Change of auditors will be General director, (auditor) IAC and ICF accurately planned and submitted for discussion «Russell Bedford BC partners» LLC with the management team team beforehand in an advisory manner. High level of quality: confirmation of the auditor’s independence In order to guarantee our independence we carry out quality control procedures in compliance with the international audit standards, and we confirm compliance of auditors team members with ethical requirements on independence. Our independence in relation with the customer is defined according to requirements on independence established by the IAS. We monitor compliance with these rules in order to ensure objectivity and avoid any potential conflict of interests during performance of our professional duties. With regards to audit service, we will take all possible measures for preservation of independence and ensuring compliance with applicable rules and provisions. Auditor procedures carried out by us are regulated by precise rules and policy of the IAS and the IFRS. High level of quality: settlement of non-standard and critical issues Our company assists in settlement of non-standard and critical issues through: coordination of work with company internal audit service, including exchange of information; provision of methodological recommendations of possible variants of non-standard and critical issues settlement, oral and written consultations under the civil, tax, labor and land laws of the Republic of Kazakhstan and in compliance with the IFRS; assistance to the internal auditor of the customer in other areas; Briefs of an audit inspection can be provided to employees of the subsequent auditor firm only if carrying out of the subsequent audit inspection is necessary or for adjustment of individual issues of the previous inspection, and only with the permission of the manager or supervisor of this project. Other services IAC «Russell Bedford BC Partners» LLC: • provides consulting services during audit period, payment of which is included in the amount of audit contract; • checks information of the company on significant events after the reporting date; • may make additional requests and carry out additional audit procedures that may be required for disclosure of matters arising in connection with further procedures and requests; • estimates the process of internal controls of audited company, contributes to the improvement of risk management, conducts training for internal auditors on methodology for conducting of audits in compliance with requirements of the IFRS and ISA Other services ICF «Russell Bedford BC Partners» LLC renders consulting and evaluation services including: valuation of any movable and real estate property, such as enterprises, intellectual property objects, securities etc.; legal examination and preparation of various civil contracts; development of schemes, conclusions and projects on reorganization of enterprises: merge, acquisitions, division, allocation and transformation; consultations on application of relevant legislation; preparation of by-law documents for legal entities, placement’s projects of new marketable securities and results of underwriters’ work; Sincerely yours, General Director IAC and ICF «Russell Bedford BС Partners» LLC Sholpanay Kudaibergenova CONTACTS ________________________________ Office 2, 44 a, Luganskogo str., Almaty city, 050051, Republic of Kazakhstan www.rbpartners.kz sholpan@rbpartners.kz zakupki@rbpartners.kz 8-701-5567888 8-727-3998000 8-727-3998001 8-727 3998006