——_ SGV Building a better working world REPORT OF FACTUAL FINDINGS. ‘The Stockholders and the Board of Directors SSI Group, Inc. 6th Floor, Midland Buendia Building 403 Sen. Gil Puyat Avenue Makati City We have performed the procedures agreed with you and enumerated below with respect to the attached Quarterly Progress Report as at March 31, 2015 on the application of proceeds from the Initial Public Offering (IPO) of SSI Group , Inc. (the Company) on November 7, 2014. The procedures were performed solely to enable the Company to comply with the Philippine Stock Exchange, Inc.'s (PSE) requirement to submit an external auditor's certification on the information being presented by the Company relating to the application of proceeds from the IPO. Our engagement was undertaken in accordance with the Philippine Standards on Related Services 4400, “Engagements to Perform Agreed-Upon Procedures Regarding Financial Information” applicable to agreed-upon procedures engagements. These agreed-upon procedures and results thereof are summarized as follows: 1. We obtained the copy of the Planned Use of Proceeds from the offering of the Company's, common shares. 2. We obtained the Quarterly Progress on the Application of Proceeds from the IPO (the “Progress Report”) as at March 31, 2015 and checked its mathematical accuracy. We also agreed the amounts of repayment of bank loans, capital expenditure disbursements, additional investment on the Group’s joint ventures and other corporate purposes to the related schedules, We obtained the supporting documents of the repayment of bank loans and agreed the amounts to the accounting records and supporting documents. 4, We obtained the schedule of capital expenditure disbursements, additional investments to the Group's joint ventures and other corporate purposes and check the mathematical accuracy of the schedules. On a test basis, we trace certain items to the accounting records and supporting documents. We report our findings below: 1. With respect to item 1, we obtained a copy of the Planned Use of Proceeds from the offering, of the common shares (the Plan) of the Company. We noted from the Plan that the net proceeds from the offering will be used by the Company for store development mainly consisting of the construction of new stores, equity investments in the joint venture consisting of capital injection pursuant to the obligation under the joint venture agreement, repayment of existing debt and other corporate purposes.2. With respect to item 2, we found the Progress Report to be mathematically accurate and the amounts are in agreement with the respective schedules provided by management supporting the use of the IPO Proceeds. We also noted that the amounts in the schedules consist of acquisitions and/or payments recognized in the Company's records for the petiod November 2014 to March 2015 3. With respect to item 3, we obtained the official receipts issued by various banks for the payments of SSI Group, Inc., Stores Specialists, Inc. and International Specialty Concepts, Inc. of bank loans totaling to P1,497,500,000. ‘The amounts recorded in the Company's accounting records are in agreement with the supporting documents. 4. With respect to item 4, we found the schedules to be in order and mathematically accurate, Ona test basis, we traced capital expenditures and disbursements made for corporate Purposes and noted no exceptions. We noted that the additional investments to Family Mart and Wellworth, the Group's joint venture, amounting to P129,600,000 and P191,500,000,00, respectively, were supported by supporting documents. Because the above procedures do not constitute either an audit or a review made in accordance with Philippine Standards on Auditing or Philippine Standards on Review Engagements, respectively, we do not express any assurance on the use of proceeds from the IPO based on the said standards. Had we performed additional procedures or had we performed an audit or review of the financial statements in accordance with Philippine Standards on Auditing or Philippine Standards in Review Engagements, other matters might have come to our attention that would have been reported to you. We have no responsibility to update this report for events or circumstances occurring after the date of this report. Our report is solely for the purpose set forth in the first paragraph of this report and for your information and is not to be used for any other purpose or to be distributed to any other parties. This report relates only to the updated report on the Company's use of proceeds from the IPO and items specified above and do not extend to any financial statements of SSI Group, Inc., taken as a whole, SYCIP GORRES VELAYO & CO. Ladetin’d Ais Ladislao Z. Avila, J. Partner CPA Certificate No. 69099 SEC Accreditation No, 0111-AR-3 (Group A), January 18, 2013, valid until January 17, 2016 ‘Tax Identification No. 109-247-891 BIR Accreditation No. 08-001998-43-2015, February 27, 2015, valid until February 26, 2018 PTR No, 4751254, January 5, 2015, Makati City April 14, 2015