FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report October, 2016 1 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Section 1 Important Notes The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives hereby individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this Quarterly Report and confirm that there are neither material omissions nor errors which would render any statement misleading. All the directors attended the board meeting for reviewing the Quarterly Report. Mr. Xu Dongsheng, the Company leader, Mr. Chen Zhuo, chief financial officer, and Mr. Tian Hui, the manager of the accounting department (treasurer) hereby confirm the authenticity, accuracy and completeness of the financial report enclosed in this Quarterly Report. 2 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Section 2 Financial Summary and Change of Shareholders I. Key Accounting Data and Financial Indicators Have the accounting data of the previous year undergone retroactive adjustment or restatement due to the change of accounting policy and/or correction of accounting errors, etc.? No Increase/decrease of the End of the reporting end of the Reporting End of the previous year period Period vs the end of the previous year Total assets, in CNY 3,990,719,087.18 4,246,670,045.02 -6.03% Net assets attributable to the Company’s shareholders, in 2,372,769,004.61 2,299,215,650.21 3.20% CNY Increase/decrease Increase/decrease from year of the Reporting of the reporting beginning to the Reporting period Period vs the period vs the same end of the same period of the period of the Reporting Period previous year previous year (%) Operating revenue, in CNY 754,607,535.18 -3.76% 2,234,135,318.36 -9.47% Net profit attributable to the Company’s shareholders, in 47,988,842.36 43.23% 108,321,268.16 1.60% CNY Net profit attributable to the Company’s shareholders less 47,744,294.43 52.19% 107,356,110.63 3.90% the non-recurring items, in CNY Net cash flows arising from -- -- 291,041,032.07 12.27% operating activities, in CNY Basic earning per share 0.1090 27.78% 0.2469 -9.03% (CNY/share) Diluted earning per share 0.1090 27.78% 0.2469 -9.03% (CNY/share) Net assets-income ratio, 0.02% 3.18% 0.05% -26.97% weighted average In CNY 3 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text From year beginning to Items the end of the reporting Notes period Gain/Loss from disposal of Gain and loss from disposal of non-current assets, partial obsolete office fixed including the part offset with the provision for impairment -227,443.75 assets in the reporting of assets period Government subsidy recognized in current gain and loss Government subsidy (excluding those closely related to the Company’s 1,296,015.95 counted to the current gain business and granted under the state’s policies according and loss to certain quota of amount or volume) Income and expenses from the business other than the Other various non-operating 150,960.07 above items revenue and expenditure Less: Amount affected by the income tax 254,374.74 Total 965,157.53 -- For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public – Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public – Non-recurring Gains and Losses which have been defined as recurring gains and losses, it is necessary to explain the reason. Inapplicable II. Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting Period 1. Statement of Total Shareholders of Common Shares and the Referred Shares with the Voting Power Recovered and the Shares Held by Top Ten Shareholders In shares Total shareholders of Total shareholders of common preferred shares with shares at the end of the 38,418 0 voting power recovered reporting period (if any) Shares held by the Top Ten Common Shareholders Number of Pledged or frozen Shareholders’ Nature of Proportion of Number of restricted Status of the Names Shareholders shares held shares held Q’ty shares held shares AVIC State corporate International 37.15% 162,977,327 0 shareholder Holdings Limited 4 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Golden Eagle-Minsheng Bank-Golden Domestic Eagle-Wens – non-state Junye Flexible 2.08% 9,131,232 4,674,329 corporate Configuration shareholder No. 3 Assets Management Plan Manulife Teda Fund – Minsheng Bank - Manulife Teda Domestic Value Growth non-state Oriented 2.07% 9,093,259 9,093,259 corporate additional shareholder issuance No. 351 Asset Management Plan Sws Mu Assets-China Merchants Bank – China Domestic Resources Szitic non-state 1.92% 8,429,118 8,429,118 Trust – Ruihua corporate Fixed Growth shareholder Hedge Fund No. 2 Assembled Funds Trust Plan Tibet Autonomous State corporate Region 1.13% 4,976,551 4,976,551 shareholder Investment Co., Ltd. 5 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Manulife Teda Fund – ICBC – Manulife Teda Domestic International non-state Trade Orient 1.04% 4,546,630 4,546,630 corporate Dingzengbao shareholder No. 1 Assets Management Plan Domestic natural Dai Wen 0.46% 2,009,321 0 person Essence International Overseas 0.46% 2,000,000 0 Securities (Hong corporate Kong) Limited Manulife Teda Domestic Fund – non-state ICBC –FORTUN 0.38% 1,667,097 1,667,097 corporate E Securities Co., shareholder Ltd. China Merchants Overseas Securities (HK) 0.30% 1,316,969 0 corporate Co., Limited Shareholding of the Top 10 Shareholders of Non-restricted Shares Quantity of Non-restricted Shares Held Share type Shareholder’s Name Share type Quantity AVIC International Holdings Limited 162,977,327 A-shares 162,977,327 Golden Eagle-Minsheng Bank-Golden Eagle-Wens – Junye 4,456,903 A-shares 4,456,903 Flexible Configuration No. 3 Assets Management Plan Dai Wen 2,009,321 A-shares 2,009,321 Essence International Securities 2,000,000 B-shares 2,000,000 (Hong Kong) Limited China Merchants Securities (HK) Co., 1,316,969 B-shares 1,316,969 Limited Vanguard Investment Australia Ltd. -Vanguard Emerging Markets Stock 1,190,485 A-shares 1,190,485 Index Fund (VEIEX) Li Zengjie 1,181,800 A-shares 1,181,800 6 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text China Merchants Securities 1,174,000 A-shares 1,174,000 Liu Caixiang 1,135,200 A-shares 1,135,200 Hu Yongtian 891,400 A-shares 891,400 Among the top 10 shareholders, China Merchants Securities (HK) Co., Limited is a Note to the associated relationship or wholly-owned subsidiary of China Merchants Securities Co., Limited and the two consistent action among the aforesaid are persons acting in concert, and all the 2,490,969 shares held by them are shareholders outstanding shares, taking 0.57% of the Company’s total shares. Note to the top 10 shareholders of common shares involved in margin Inapplicable financing & securities lending (if any) Was any of the top 10 shareholders of commons shares or any of the top 10 shareholders of non-restricted commons shares involved in any contractual repurchase trade? No. 2. Total shareholders of preferred shares and statement of shareholding by the top 10 shareholders of preferred shares Inapplicable 7 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Section 3 Significant Events I. Changes in Items of the Major Accounting Statements and Financial Indicators and the Causes during the Reporting Period I. Items in Balance Sheet Opening Change rate Items Ending balance Cause of Change balance (%) It mainly refers to that the notes receivable were due at the beginning of Notes receivable 4,812,452.93 7,197,788.08 -33.14% the year and the payment concerned was recovered. It mainly refers to that the partial Prepayments 34,068,040.16 48,869,563.60 -30.29% advance payment for goods got settled ended the reporting period. Ended the reporting period, the advance Other non-current assets 13,347,286.42 5,118,833.65 160.75% payment for long term assets increased in comparision with year beginning Trad accounts payable during the Accounts payable 63,383,403.37 155,939,686.54 -59.35% reporting period decreased over the beginning of the year. It mainly referred to that the year-end Remuneration payable to the 25,719,412.15 39,396,747.95 -34.72% bonus payable to employees for year employees 2015 was paid at the beginning of 2016. It mainly refers to the interest of “12 YADA BOND” for year 2015 payable at Interest payable 1,435,529.64 19,211,630.02 -92.53% the beginning of the year was already paid at the beginning of 2016. The long term bank loan due within a Non-current liabilities due 17,210,000.00 108,914,000.00 -84.20% year increased over the beginning of the within a year year. Expenses provided at the end of the Other current liabilities 10,431,342.62 1,988,252.38 424.65% reporting period increased over the beginning of the reporting period. Specific project loan for Guangming Long term borrowings 90,994,964.33 38.29% New Zone Watch Industrial Base during 125,838,844.52 the reporting period increased over the 8 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text beginning of the year. “12 YADA Bond” was redeemed on Bonds payable - 399,823,760.28 -100.00% February 29, 2016 The translation reserve as at the end of Other comprehensive income -8,038,615.37 -17,145,189.71 -53.11% the reporting period increased over the beginning of the reporting period. II. Items in Profit Statement Same Period of Reporting Change rate Items the Previous Cause of Change period (%) Year Reserve for bad debt of accounts Loss from impairment of receivable provided during the reporting 1,909,350.83 797,169.61 139.52% assets period increased over the same period of the previous year. The government subsidy received during the reporting period decreased Non-operating income 442,044.51 2,842,638.40 -84.45% over the same period of the previous year. Loss from scrapped non-current assets during the reporting period increased Non-operating expenses 95,903.50 33,411.19 187.04% over the same period of the previous year. The gross interest rate increased stimulated by downsizing inefficient shops, strict control over expenditures, Total profit 63,596,712.02 43,982,574.31 44.60% adjustment of income structure, etc. and the overall earning power increased to some extent. It was mainly due to increase of the total Income tax expenses 15,748,647.67 10,202,545.06 54.36% profit during the reporting period. III. Cash Flow Statement Items From year beginning to the Same Period of Change rate Items end of the the Previous Cause of Change (%) Reporting Year Period Net amount of cash received It mainly refers to disposal of partial 4,142,748.05 196,417.11 2009.16% from disposal of fixed assets, inefficient fixed assets during the 9 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text intangible assets and other reporting period long term assets Bank loan during the reporting period Cash received from 1,560,609,499.9 -44.52% decreased over the same period of the borrowings 865,749,959.13 0 previous year. It mainly refers to the borrowing Other fund-raising related returned to AVIC International Holdings 992,669.19 151,274,743.60 -99.34% cash payments amounting to CNY 150 million in the same period of the previous year. II. Progress of Significant Events and their Influences and Notes to Analysis on Solutions 1. About Non-public Issuing of A-shares The 18th meeting of the Seventh Board of Directors held on April 16, 2015 reviewed and approved the Proposal on the Plan for Non-public Issuing of A-shares to the Specified Investors and other relevant proposal(s). For the detail, refer to the Announcement on the Resolutions of the 18th Meeting of the Seventh Board of Directors. 2015-008; On June 2, 2015,the Company received the Official Reply to some Issues concerning Non-public Issuing of A-shares by FIYTA Holdings Ltd. (GUO ZI CHAN QUAN [2015] No. 415 from the State-owned Assets Supervision and Administration Commission of the State Council. For the detail, refer to the Announcement on the Official Reply of the State-owned Assets Supervision and Administration Commission of the State Council to some Issues concerning Non-public Issuing 2015-08 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. 2014 Annual General Meeting held on June 17, 2015 reviewed and approved the Proposal on the Plan for Non-public Issuing of A-shares to the Specified Investors and other relevant proposals, for the detail, refer to the Announcement on the Resolution of 2014 Annual General Meeting 2015-020 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. On July 1, 2015, the Company received the Notice of China Securities Regulatory Commission on Accepting the Application for Administrative Licensing issued by China Securities Regulatory Commission (CSRC) (No. 152013). For the detail, refer to the Announcement on Accepting Application for Non-public Issuing of A-shares by China Securities Regulatory Commission 2015-021 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn; On September 8, 2015, the Company received the Notice on the Feedback Opinions of China Securities Regulatory Commission on Examination of the Administrative Licensing Project (No. 152013). For the detail, refer to the Announcement on the Receiving of the Notice on the Feedback Opinions of China Securities Regulatory Commission on Examination of the Administrative Licensing Project 2015-034 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn; The Company and the relevant intermediary carefully studied and implemented the Feedback Opinions, supplemented the materials and submitted reply to the questions according to the requirements of the Feedback Opinions. For the detail, refer to the Announcement on the Reply to the Feedback Opinions on the Application for Non-public Issuing of A-shares 10 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text 2015-035, disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn; The 17th meeting of the Seventh Board of Directors and 2014 Annual General Meeting reviewed and approved the Profit Distribution Plan for Year 2014. According to the relevant provisions of the Rules for Implementation on Non-public Issuing of Listed Companies, etc., if the Company had ex-rights/ex-dividend events such as dividend distribution, bonus shares distribution, conversion of capital reserve into share capital, etc., during the period from the pricing benchmark to the issuing day, the issuing price would be adjusted correspondingly. Within the authorization by the Board of Directors, the Company made adjustment of the plan of the non-public issuing of A-shares. For the detail, refer to the Announcement on Adjustment of the Issuing Price and Issuing Volume of the A-shares to be Issued in a Non-public Way 2015-036, disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. In compliance with the Feedback Opinions, the Company disclosed the Announcement on the Indication of Risk of Diluting the Immediate Returns from the Non-public Issuing and the Measures the Company Intends to Take 2015-037 and the Announcement on the Penalty Given or Supervision Measures Taken by the Securities Regulatory Authority and the Stock Exchange in the Past Five Years 2015-038; On October 30, 2015, the application for non-public issuing of A-shares was approved by CSRC Securities Issuance Examination Committee. For the detail, refer to the Announcement on Approval of the Application for Non-public Issuing of A-shares by CSRC Securities Issuance Examination Committee, 2015-042; On November 17, 2015, the Company received the Official Reply to FIYTA Holdings Ltd. for Approval of Non-public Issuing of Shares of (ZHENG JIAN XU KE [2015]No. 2588). For the detail, refer to the Announcement on Approval of the Application for Non-public Issuing of A-shares by China Securities Regulatory Commission 2015-043; On January 15, 2016, the Company’s A-shares issued in a non-public way got listed with Shenzhen Stock Exchange and the Company published the announcement for listing and the announcement on the related commitments. For the detail, refer to the Report on the Non-public Issuing and Announcement on Listing 2016-003 and the Announcement on the Commitments for the Shares Issued in a Non-public Way 2016-004. 2. Engagement of CPAs The 11th meeting of the Eighth Board of Directors held on October 25, 2016 reviewed and approved the Proposal on Engagement of CPAs, and planned to engage Ruihua Certified Public Accountants LLP as the Company’s independent auditor and auditor of the Company’s internal controls for year 2016. For the detail, refer to the Announcement on the Resolutions of the 11th Meeting of the Eighth Board of Directors 2016-036 and the Announcement on Engagement of the CPAs 2016-037. The matter is subject to review and approval by the General Meeting before implementation. Website where the provisional Summary of Significant Events Date of Disclosure reports are disclosed for inquiry index Report on the Non-public Issuing and January 14, 2016 www.cninfo.com.cn Announcement on Listing 2016-003 Announcement on the Commitments for the Shares Issued in a Non-public January 14, 2016 www.cninfo.com.cn Way 2016-004 11 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Announcement on the Resolution of the 11th Meeting of the Eighth Board October 27, 2016 www.cninfo.com.cn of Directors 2016-036 Announcement on Engagement of October 27, 2016 www.cninfo.com.cn the CPAs 2016-037 III. Commitments Completed in Implementation by the Company, its Shareholders, Actual Controller, Acquirer, Directors, Directors, Senior Executives or other Related Parties during the Reporting Period or Uncompleted in Implementation by the End of the Reporting Period Commitment Time of Commitment Implementati Commitments Promisers Description type commitment deadline on status Commitment for Equity Separation Reform Commitments in the acquisition report or the written report on change of equity Commitment made at the time of asset reorganization 12 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Commitment of the investors of the non-public issuing - Caitong Fund Management Co., Ltd., Caitong MANULIFE Fund Manag TEDA Fund ement Co., Management Ltd.; Co, Ltd., MANULIFE Xizang TEDA Fund Investment Management Co., Ltd., Co, Ltd.; Comitmentfor Golden Eagle In process Xizang Invest Commitment made at IPO or restriction Asset January 15, of ment Co., 1 year re-financing on sales of Management 2016 implementa Ltd.; the shares Co.,Ltd., Sws tion Golden Eagle Mu Fund Asset Manag Management ement Co.,Lt Co., Ltd: the d.; Sws Mu shares Fund subscribed Management by them from Co., Ltd the non-public issuing shall not be transferred in 12 months commencing from the dater of listing. Equity incentive comitment Other commitments to the minority shareholders Has the commitment been Yes implemented in a timely way? In case any commitment has not yet Inapplicable been implemented within the deadline, 13 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text state in detail the specific cause of the failure and the future working plan IV. Prediction of the Operation Results of Year 2016 Inapplicable V. Investment in Securities Inapplicable VI. Investment in Derivatives Inapplicable VII. Registry of such Activities as Reception of the Visitors of Research, Communications, Interview, etc. during the Reporting Period Inapplicable VIII. Outward Guarantee against the Regulations Inapplicable IX. The Company’s Fund Occupied by its Controlling Shareholder or Related Party for Non-operation Purpose Inapplicable 14 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Section 4 Financial Statements I. Financial Statements 1. Consolidated Balance Sheet Prepared by Fiyta Holdings Ltd. September 30, 2016 In CNY Items Ending balance Opening balance Current assets: Monetary funds 478,024,625.22 638,962,875.93 Settlement Reserve Inter-bank lending Financial assets which were measured based on the fair value and its change was counted to the current gain and loss Derivative financial assets Notes receivable 4,812,452.93 7,197,788.08 Accounts receivable 350,048,714.86 304,725,676.29 Prepayments 34,068,040.16 48,869,563.60 Insurance premium receivable Reinsurance accounts receivable Accounts receivable reinsurance reserve Interest receivable Dividends receivable Other receivables 46,463,965.00 39,847,732.76 Buying and selling back financial assets Inventories: 1,980,412,367.49 2,092,691,019.29 Assets classified as that held for sale Non-current assets due within a 15 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text year Other current assets 11,369,575.16 15,796,773.56 Total current assets 2,905,199,740.82 3,148,091,429.51 Non-Current Assets: Loan provision and advances Available-for-sale financial 85,000.00 85,000.00 assets Held –to-maturity investment Long-term accounts receivable Long-term equity investment 42,837,994.24 43,221,572.05 Investment based real estate 210,090,383.62 216,948,193.02 Fixed assets 349,903,620.68 361,979,828.01 Construction-in-progress 208,400,961.10 173,189,274.57 Engineering supplies Disposal of fixed assets Productive biological assets Oil and gas asset Intangible assets 34,238,128.44 36,429,626.66 Development expenses Goodwill Long-term expenses to be 134,868,644.54 155,704,564.39 apportioned Deferred income tax asset 91,747,327.32 105,901,723.16 Other non-current assets 13,347,286.42 5,118,833.65 Total non-current assets 1,085,519,346.36 1,098,578,615.51 Total assets 3,990,719,087.18 4,246,670,045.02 Current liabilities: Short-term Loan 1,236,099,739.12 988,186,200.00 Borrowings from central bank Receipt of deposits and deposits from other banks Loans from other banks Financial liabilities which were measured based on the fair value and its change was charged to the current gain and loss 16 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Derivative financial liabilities Notes payable Accounts payable 63,383,403.37 155,939,686.54 Advance receipts 17,796,322.82 18,031,129.87 Funds from selling out and repurchasing financial assets Service charge and commission payable Salaries payable to the 25,719,412.15 39,396,747.95 employees Taxes payable 61,109,919.91 68,921,732.81 Interest payable 1,435,529.64 19,211,630.02 Dividends payable Other payables 50,709,344.23 48,131,616.20 Reinsurance payable Insurance contract reserve Funds from securities trading agency Funds from underwriting securities agency Liabilities classified as that held for sale Non-current liabilities due within 17,210,000.00 108,914,000.00 a year Other current liabilities 10,431,342.62 1,988,252.38 Total current liabilities 1,483,895,013.86 1,448,720,995.77 Non-Current Liabilities: Long term borrowings 125,838,844.52 90,994,964.33 Bonds payable 399,823,760.28 Including: preferred shares Permanent liabilities Long term accounts payable Long term remuneration payable to employees Special accounts payable Predicted liabilities 17 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Deferred income 4,800,000.00 4,300,000.00 Deferred income tax liability Other non-current liabilities Total non-current liabilities 130,638,844.52 495,118,724.61 Total liabilities 1,614,533,858.38 1,943,839,720.38 Owner’s equity Capital stock 438,744,881.00 438,744,881.00 Other equity instruments Including: preferred shares Permanent liabilities Capital reserve 1,062,455,644.22 1,062,455,644.22 Less: shares in stock Other comprehensive income -8,038,615.37 -17,145,189.71 Special reserve Surplus reserve 179,743,077.15 179,743,077.15 General risk reserve Retained earnings 699,864,017.61 635,417,237.55 Total owner’s equity attributable to 2,372,769,004.61 2,299,215,650.21 the parent company Minority equity 3,416,224.19 3,614,674.43 Total owners’ equity 2,376,185,228.80 2,302,830,324.64 Total liabilities and owners’ equity 3,990,719,087.18 4,246,670,045.02 Legal representative: Xu Dongsheng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 2. Balance Sheet, Parent Company In CNY Items Ending balance Opening balance Current assets: Monetary funds 263,016,832.46 513,869,824.81 Financial assets which were measured based on the fair value and its change was counted to the current gain and loss Derivative financial assets 18 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Notes receivable Accounts receivable Prepayments Interest receivable Dividends receivable Other receivables 1,297,761,251.94 1,527,756,817.18 Inventories: Assets classified as that held for sale Non-current assets due within a year Other current assets 4,280,480.90 2,089,651.83 Total current assets 1,565,058,565.30 2,043,716,293.82 Non-Current Assets: Available-for-sale financial 85,000.00 85,000.00 assets Held –to-maturity investment Long-term accounts receivable Long-term equity investment 1,256,007,714.24 814,121,292.05 Investment based real estate 210,090,383.62 216,948,193.02 Fixed assets 112,782,850.81 113,553,719.50 Construction-in-progress 208,400,961.10 173,189,274.57 Engineering supplies Disposal of fixed assets Productive biological assets Oil and gas asset Intangible assets 27,921,396.73 30,104,404.98 Development expenses Goodwill Long-term expenses to be 4,761,661.31 4,693,186.19 apportioned Deferred income tax asset 1,081,888.10 1,081,888.10 Other non-current assets 13,347,286.42 5,118,833.65 Total non-current assets 1,834,479,142.33 1,358,895,792.06 Total assets 3,399,537,707.63 3,402,612,085.88 19 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Current liabilities: Short-term Loan 990,000,000.00 700,000,000.00 Financial liabilities which were measured based on the fair value and its change was charged to the current gain and loss Derivative financial liabilities Notes payable Accounts payable 245,339.76 23,711,339.76 Advance receipts 3,139,028.93 3,207,516.61 Salaries payable to the 2,269,460.10 8,188,793.56 employees Taxes payable 4,404,146.09 2,857,031.42 Interest payable 1,315,904.64 18,170,745.35 Dividends payable Other payables 16,340,366.91 17,550,238.03 Liabilities classified as that held for sale Non-current liabilities due within a year Other current liabilities Total current liabilities 1,017,714,246.43 773,685,664.73 Non-Current Liabilities: Long term borrowings 119,861,928.00 68,361,928.00 Bonds payable 399,823,760.28 Including: Preferred shares Permanent liabilities Long term accounts payable Long term remuneration payable to employees Special accounts payable Predicted liabilities Deferred income 4,800,000.00 4,300,000.00 Deferred income tax liability Other non-current liabilities Total non-current liabilities 124,661,928.00 472,485,688.28 20 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Total liabilities 1,142,376,174.43 1,246,171,353.01 Owner’s equity Capital stock 438,744,881.00 438,744,881.00 Other equity instruments Including: preferred shares Permanent liabilities Capital reserve 1,068,111,185.32 1,068,111,185.32 Less: shares in stock Other comprehensive income Special reserve Surplus reserve 179,743,077.15 179,743,077.15 Retained earnings 570,562,389.73 469,841,589.40 Total owners’ equity 2,257,161,533.20 2,156,440,732.87 Total liabilities and owners’ equity 3,399,537,707.63 3,402,612,085.88 Legal representative: Xu Dongsheng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 3 Consolidated Statement of Profit in the Reporting Period In CNY Amount incurred in the reporting Items Amount incurred in the previous period period I. Gross Revenue 754,607,535.18 784,087,458.61 Including: revenue 754,607,535.18 784,087,458.61 Interest income Earned premium Service charge and commission income II. Total operating cost 691,537,557.81 743,104,095.76 Including: operating costs 438,098,536.83 467,440,370.00 Interest payment Service charge and commission payment Refunded premiums Compensation pay-out, net 21 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Net amount of reserves for reinsurance contract Policy dividend payment Reinsurance expenses Business taxes and 6,640,491.47 6,937,700.88 surcharge Sales expenses 182,290,250.26 199,194,695.14 Administrative 46,470,757.63 47,489,993.69 expenses Financial expenses 16,128,170.79 21,244,166.44 Loss from impairment 1,909,350.83 797,169.61 of assets Plus: Income from change of fair value (loss is stated with “-“) Investment income (loss 180,593.64 189,984.25 is stated with “-“) Including: income from investment in associates and 180,593.64 189,984.25 joint ventures Exchange income (loss is stated with “-“) III. Operating Profit (loss is stated 63,250,571.01 41,173,347.10 with “-“) Plus: Non-operating income 442,044.51 2,842,638.40 Including: profit from 2.91 disposal of non-current assets Less: Non-operating 95,903.50 33,411.19 expenses Including: Loss from 143,573.63 5,315.38 disposal of non-current assets IV. Total profit (total loss is stated 63,596,712.02 43,982,574.31 with “-“) Less: Income tax expense 15,748,647.67 10,202,545.06 V. Net Profit (net loss is stated with 47,848,064.35 33,780,029.25 “-“) Net profit attributable to the 47,988,842.36 33,505,446.25 22 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text parent company’s owner Minority shareholders’ -140,778.01 274,583.00 gain/loss VI. Net of other comprehensive -451,219.34 -2,936,915.29 income after tax Net of other comprehensive income after tax attributable to the -471,302.37 -3,074,460.73 parent company’s owner (I) Other comprehensive income which cannot be re-classified into the gain and loss 1. Movement of the net liabilities and net assets re-measured for setting the beneficial plan 2. Share enjoyable in the other comprehensive income in which the investee cannot be re-classified into the gain and loss under the equity method (II) Other comprehensive income which cannot be -471,302.37 -3,074,460.73 re-classified into the gain and loss in future 1. Share enjoyable in the other comprehensive income in which the investee cannot be re-classified into the gain and loss under the equity method in future 2. Gain/loss from change in the fair value of the financial assets available for sale 3. Gain/loss from which the held-to-maturity investment is re-classified as available-for-sale financial assets 4. Valid part of the gain/loss from cash flow hedge 5. Converted difference in Foreign Currency -471,302.37 -3,074,460.73 Statements 23 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text 6. Others Net amount of the after-tax other comprehensive income 20,083.03 137,545.44 attributable to minority shareholders VII. Total comprehensive income 47,396,845.01 30,843,113.96 Total comprehensive income attributable to the owner of the 47,517,539.99 30,430,985.52 parent company Total comprehensive income attributable to minority -120,694.98 412,128.44 shareholders VIII. Earnings per share: (I) Basic earnings per share 0.1090 0.0853 (II) Diluted earnings per 0.1090 0.0853 share Legal representative: Xu Dongsheng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 4. Statement of Profit in the Reporting Period, Parent Company In CNY Amount incurred in the reporting Items Amount incurred in the previous period period I. Revenue 24,201,543.68 23,288,510.10 Less: Business costs 3,641,992.53 3,551,411.17 Business taxes and 146,079.08 1,358,561.78 surcharge Sales expenses Administrative expenses 13,057,505.42 12,473,021.13 Financial expenses 1,965,393.14 -26,200.60 Loss from impairment of assets Plus: Income from change of fair value (loss is stated with “-“) Investment income (loss 189,984.25 is stated with “-“) Including: income from 189,984.25 24 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text investment in associates and joint ventures II. Operating Profit (loss is stated 5,390,573.51 6,121,700.87 with “-“) Plus: Non-operating income 4,000.00 162,288.80 Including: profit from disposal of non-current assets Less: Non-operating expenses Including: Loss from disposal of non-current assets III. Total profit (total loss is stated 5,394,573.51 6,283,989.67 with “-“) Less: Income tax expense 1,122,895.86 1,302,358.44 IV. Net Profit (net loss is stated 4,271,677.65 4,981,631.23 with “-“) V. Net of other comprehensive income after tax (I) Other comprehensive income which cannot be re-classified into the gain and loss 1. Movement of the net liabilities and net assets re-measured for setting the beneficial plan 2. Share enjoyable in the other comprehensive income in which the investee cannot be re-classified into the gain and loss under the equity method (II) Other comprehensive income which cannot be re-classified into the gain and loss in future 1. Share enjoyable in the other comprehensive income in which the investee cannot be re-classified into the gain and loss under the equity method in future 2. Gain/loss from 25 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text change in the fair value of the financial assets available for sale 3. Gain/loss from which the held-to-maturity investment is re-classified as available-for-sale financial assets 4. Valid part of the gain/loss from cash flow hedge 5. Conversion difference in foreign currency statements 6. Others VI. Total comprehensive income 4,271,677.65 4,981,631.23 VII. Earnings per share: (I) Basic earnings per share 0.0097 0.0113 (II) Diluted earnings per 0.0097 0.0113 share Legal representative: Xu Dongsheng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 5. Consolidated Statement of Profit from Year Beginning to the End of the Reporting Period In CNY Amount incurred in the reporting Items Amount incurred in the previous period period I. Gross Revenue 2,234,135,318.36 2,467,880,706.20 Including: revenue 2,234,135,318.36 2,467,880,706.20 Interest income Earned premium Service charge and commission income II. Total operating cost 2,095,795,948.68 2,333,109,565.41 Including: operating costs 1,319,761,817.34 1,505,422,091.35 Interest payment Service charge and commission payment Refunded premiums 26 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Compensation pay-out, net Net amount of reserves for reinsurance contract Policy dividend payment Reinsurance expenses Business taxes and 19,709,073.59 22,016,317.43 surcharge Sales expenses 560,297,890.37 585,491,923.06 Administrative 141,317,767.23 147,621,170.34 expenses Financial expenses 51,358,824.77 72,133,953.23 Loss from impairment 3,350,575.38 424,110.00 of assets Plus: Income from change of fair value (loss is stated with “-“) Investment income (loss 172.19 440,000.00 is stated with “-“) Including: income from investment in associates and joint 172.19 440,000.00 ventures Exchange income (loss is stated with “-“) III. Operating Profit (loss is stated 138,339,541.87 135,211,140.79 with “-“) Plus: Non-operating income 1,844,404.79 4,692,473.67 Including: profit from 10,962.91 69,750.00 disposal of non-current assets Less: Non-operating 624,872.52 378,811.78 expenses Including: Loss from 238,406.66 40,864.60 disposal of non-current assets IV. Total profit (total loss is stated 139,559,074.14 139,524,802.68 with “-“) Less: Income tax expense 31,528,361.21 32,464,205.29 V. Net Profit (net loss is stated with 108,030,712.93 107,060,597.39 27 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text “-“) Net profit attributable to the 108,321,268.16 106,614,865.98 parent company’s owner Minority shareholders’ -290,555.23 445,731.41 gain/loss VI. Net of other comprehensive 9,198,679.33 4,225,875.48 income after tax Net of other comprehensive income after tax attributable to the 9,106,574.34 4,088,715.53 parent company’s owner (I) Other comprehensive income which cannot be re-classified into the gain and loss 1. Movement of the net liabilities and net assets re-measured for setting the beneficial plan 2. Share enjoyable in the other comprehensive income in which the investee cannot be re-classified into the gain and loss under the equity method (II) Other comprehensive income which cannot be 9,106,574.34 4,088,715.53 re-classified into the gain and loss in future 1. Share enjoyable in the other comprehensive income in which the investee cannot be re-classified into the gain and loss under the equity method in future 2. Gain/loss from change in the fair value of the financial assets available for sale 3. Gain/loss from which the held-to-maturity investment is re-classified as available-for-sale financial assets 4. Valid part of the gain/loss from cash flow hedge 28 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text 5. Conversion difference in foreign currency 9,106,574.34 4,088,715.53 statements 6. Others Net amount of the after-tax comprehensive income attributable to minority 92,104.99 137,159.95 shareholders VII. Total comprehensive income 117,229,392.26 111,286,472.87 Total comprehensive income attributable to the owner of the 117,427,842.50 110,703,581.51 parent company Total comprehensive income attributable to minority -198,450.24 582,891.36 shareholders VII. Earnings per share: (I) Basic earnings per share 0.2469 0.2714 (II) Diluted earnings per 0.2469 0.2714 share Legal representative: Xu Dongsheng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 6. Statement of Profit from Year Beginning to the End of the Reporting Period, Parent Company In CNY Amount incurred in the reporting Items Amount incurred in the previous period period I. Revenue 73,346,749.19 70,818,511.00 Less: Business costs 10,425,234.15 10,497,922.56 Business taxes and 2,202,125.40 3,886,791.98 surcharge Sales expenses Administrative expenses 40,695,696.32 37,513,075.12 Financial expenses 8,544,259.24 163,512.56 Loss from impairment of -434,290.83 assets Plus: Income from change of 29 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text fair value (loss is stated with “-“) Investment income (loss 135,344,832.55 131,828,140.58 is stated with “-“) Including: income from investment in associates and joint 172.19 440,000.00 ventures II. Operating Profit (loss is stated 146,824,266.63 151,019,640.19 with “-“) Plus: Non-operating income 116,119.88 336,288.80 Including: profit from disposal of non-current assets Less: Non-operating 300,000.00 14,678.42 expenses Including: Loss from 14,678.42 disposal of non-current assets III. Total profit (total loss is stated 146,640,386.51 151,341,250.57 with “-“) Less: Income tax expense 2,045,098.08 4,210,297.94 IV. Net Profit (net loss is stated 144,595,288.43 147,130,952.63 with “-“) V. Net of other comprehensive income after tax (I) Other comprehensive income which cannot be re-classified into the gain and loss 1. Movement of the net liabilities and net assets re-measured for setting the beneficial plan 2. Share enjoyable in the other comprehensive income in which the investee cannot be re-classified into the gain and loss under the equity method (II) Other comprehensive income which cannot be re-classified into the gain and loss in future 1. Share enjoyable in the other comprehensive income 30 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text in which the investee cannot be re-classified into the gain and loss under the equity method in future 2. Gain/loss from change in the fair value of the financial assets available for sale 3. Gain/loss from which the held-to-maturity investment is re-classified as available-for-sale financial assets 4. Valid part of the gain/loss from cash flow hedge 5. Conversion difference in foreign currency statements 6. Others VI. Total comprehensive income 144,595,288.43 147,130,952.63 VII. Earnings per share: (I) Basic earnings per share 0.3296 0.3746 (II) Diluted earnings per 0.3296 0.3746 share Legal representative: Xu Dongsheng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 7. Consolidated Cash Flow Statement from Year Beginning to the End of the Reporting Period In CNY Amount incurred in the reporting Items Amount incurred in the previous period period I. Net cash flows arising from operating activities: Cash received from sales of 2,507,629,254.14 2,710,512,975.70 goods and supply of labor Net increase of customers’ deposit and due from banks Net increase of borrowings from the central bank Net increase of borrowings from other financial institutions 31 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Cash received from former insurance contract premium Net cash received from reinsurance business Net increase of insurance reserve and investment Net increase of financial assets which were measured based on the fair value and its change was counted to the current gain and loss Cash received from interest, service charge and commission Net increase of borrowings Net increase of fund from repurchases Rebated taxes received 69,388.94 Other operation activity 19,567,411.30 66,770,510.80 related cash receipts Subtotal of cash flow in from 2,527,266,054.38 2,777,283,486.50 operating activity Cash paid for purchase of goods and reception of labor 1,419,582,686.24 1,620,192,462.33 services Net increase of loans and advances to customers Net increase of due from central bank and due from banks Cash paid for indemnity of original insurance contract Cash paid for interest, service charge and commission Cash paid for insurance policy dividend Cash paid to and for staff 367,327,625.94 370,380,904.77 Taxes paid 203,953,164.01 201,711,794.01 Other business activity 245,361,546.12 325,763,307.06 related cash payments 32 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Subtotal of cash flow out from 2,236,225,022.31 2,518,048,468.17 operating activity Net cash flow arising from 291,041,032.07 259,235,018.33 operating activities II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from 383,750.00 investment income Net amount of cash received from disposal of fixed assets, 4,142,748.05 196,417.11 intangible assets and other long term assets Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts Subtotal of cash flow in from 4,526,498.05 196,417.11 investment activity Cash paid for construction/purchase of fixed 134,423,973.14 159,522,254.84 assets, intangible assets and other long term assets Cash paid for investment Net increase of hypothecated loans Net cash received from payment by subsidiaries and other operating units Other investment related cash payments Subtotal of cash flow out from 134,423,973.14 159,522,254.84 investment activity Net cash flow arising from -129,897,475.09 -159,325,837.73 investment activities III. Cash flows arising from fund raising activities: 33 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Cash received from absorption of investment Incl.: Cash received from subsidiaries’ absorption of minority shareholders’ investment Cash received from 865,749,959.13 1,560,609,499.90 borrowings Cash received from bond issuing Other fund-raising related 13,500,000.00 cash receipts Subtotal of cash flow in from fund 865,749,959.13 1,574,109,499.90 raising activity Cash paid for liabilities 1,079,796,531.30 1,367,075,091.78 repayment Cash paid for dividend/profit distribution or repayment of 107,561,341.89 112,344,442.93 interest Including: Dividend and profit paid by subsidiaries to minority shareholders Other fund-raising related 992,669.19 151,274,743.60 cash payments Subtotal of cash flow out from fund 1,188,350,542.38 1,630,694,278.31 raising activity Net cash flow arising from -322,600,583.25 -56,584,778.41 fund-raising activities IV. Influence from change of exchange rate upon cash and 518,775.56 1,489,506.86 cash equivalents V. Net increase of cash and cash -160,938,250.71 44,813,909.05 equivalents Plus: Opening balance of 637,387,875.93 114,880,070.54 cash and cash equivalents VI. Ending balance of cash and 476,449,625.22 159,693,979.59 cash equivalents 34 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Legal representative: Xu Dongsheng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 8. Cash Flow Statement from Year Beginning to the End of the Reporting Period, Parent Company In CNY Amount incurred in the reporting Items Amount incurred in the previous period period I. Net cash flows arising from operating activities: Cash received from sales of 73,576,715.84 82,247,515.39 goods and supply of labor Rebated taxes received 62,967.65 Other operation activity 271,951,706.92 22,238,816.99 related cash receipts Subtotal of cash flow in from 345,591,390.41 104,486,332.38 operating activity Cash paid for purchase of goods and reception of labor services Cash paid to and for staff 42,004,181.00 39,016,286.84 Taxes paid 6,559,453.04 7,574,468.57 Other business activity 13,579,640.33 11,010,953.47 related cash payments Subtotal of cash flow out from 62,143,274.37 57,601,708.88 operating activity Net cash flow arising from 283,448,116.04 46,884,623.50 operating activities II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from 135,728,410.36 131,388,140.58 investment income Net amount of cash received from disposal of fixed assets, 100,800.00 intangible assets and other long term assets 35 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts Subtotal of cash flow in from 135,728,410.36 131,488,940.58 investment activity Cash paid for construction/purchase of fixed 71,305,141.81 71,195,437.30 assets, intangible assets and other long term assets Cash paid for investment 442,270,000.00 40,100,000.00 Net cash received from payment by subsidiaries and other operating units Other investment related cash payments Subtotal of cash flow out from 513,575,141.81 111,295,437.30 investment activity Net cash flow arising from -377,846,731.45 20,193,503.28 investment activities III. Cash flows arising from fund raising activities: Cash received from absorption of investment Cash received from 731,500,000.00 1,246,000,000.00 borrowings Cash received from bond issuing Other fund-raising related cash receipts Subtotal of cash flow in from fund 731,500,000.00 1,246,000,000.00 raising activity Cash paid for liabilities 790,000,000.00 1,073,000,000.00 repayment Cash paid for dividend/profit distribution or repayment of 96,961,707.75 96,373,892.13 interest Other fund-raising related 992,669.19 151,274,743.60 36 FIYTA HOLDINGS LTD. 2016 3rd Quarterly Report, Full Text cash payments Subtotal of cash flow out from fund 887,954,376.94 1,320,648,635.73 raising activity Net cash flow arising from -156,454,376.94 -74,648,635.73 fund-raising activities IV. Influence from change of exchange rate upon cash and cash equivalents V. Net increase of cash and cash -250,852,992.35 -7,570,508.95 equivalents Plus: Opening balance of 512,294,824.81 35,485,566.79 cash and cash equivalents VI. Ending balance of cash and 261,441,832.46 27,915,057.84 cash equivalents Legal representative: Xu Dongsheng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui II. Auditors’ Report Has the Third Quarterly Report been Audited No Board of Directors of FIYTA Holdings Ltd. October 27, 2016 37