深圳市飞亚达(集团)股份有限公司 SHENZHEN FIYTA HOLDINGS LTD. 2009 Semi-Annual Report (Full Text) August 19, 20092 Table of Contents Chapter 1 Important Notice, Definition and Table of Contents..……….……page03 Chapter 2 Company Information………………………………………………….page04 Chapter 3 Chang in Capital Stock and Shareholders……………………….. page06 Chapter 4 Directors, Supervisors and Senior Executives………………….. page10 Chapter 5 Report of the Board of Directors…………………………………….page12 Chapter 6 Significant Events……………………………………………………. .Page17 Chapter 7 Financial Report (Unaudited)……………………………………….. Page22 Chapter 8 Documents Available for Inspection………………………………. Page233 Chapter 1 Important Notice, Definition and Table of Contents I. Important Notice The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of the Company hereby confirm that there are no important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individually and/or jointly, for the authenticity, accuracy and completeness of the whole contents. No director, supervisor or any senior executive has expressed that he/she is not sure for the authenticity, accuracy or completeness of this annual report or has any objection against the same. The semi-annual report has not been audited. Mr. Wu Guangquan, the Chairman of the Board, Mr. Xu Dongsheng, the Managing Director, Mr. Li Dehua, Deputy General Manager and Chief Financial Officer and Mr. Hu Xinglong, Manager of the Financial Department, hereby ensure the accuracy and completeness of the financial report enclosed in this semi-annual report. II. Definitions In this report, unless the context otherwise required, the following names in abbreviation shall refer to the following organizations: The Company or Fiyta: Shenzhen Fiyta Holdings Co., Ltd. CATIC Shenzhen Corporation: China National Aero-Technology Corporation Shenzhen Shenzhen CATIC Group: Shenzhen CATIC Group Co., Ltd. Harmony: Shenzhen Harmony World Watches Center Co., Ltd. Rainbow Supermarket: Shenzhen Rainbow Supermarket Co., Ltd. CATIC Property: Shenzhen CATIC Property Management Co., Ltd. CATIC Real Estate: Shenzhen CATIC Real Estate Development Co.4 Chapter 2 Company Information I. Company Profile 1. Company Name in Chinese: 深圳市飞亚达(集团)股份有限公司 In English: SHENZHEN FIYTA HOLDINGS LTD Short Form in Chinese: 飞亚达公司 Short Form in English: FIYTA 2. Stock Exchange Listed with: Shenzhen Stock Exchange Short Form & Code of the Stock: FIYTA A 000026 FIYTA B 200026 3. Registered Office Address: FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen Office Address: 20th Floor, FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen Postal Code: 518057 Internet Web Site: http:// www. fiytagroup.com.cn E-mail : szfiyta@public.szptt.net.cn 4. Legal Representative: Mr. Wu Guangquan 5. Secretary of the Board: Mr. Chen Libin Securities Affairs Representative: Mr. Zhang Yong Liaison Address: 20th Floor, FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen Tel : 0755-86013669 86013992 Fax: 0755-83348369 E-mail: investor@fiyta.com.cn 6. Newspapers Designated for Disclosing the Information: Securities Times, Hong Kong Commercial Daily Internet Website for publishing this semi-annual report: http://www.cninfo.com.cn Internet Website for publishing this semi-annual report: http://www.cninfo.com.cn 7. Other Relevant Information: (1) Date of first registration: March 30, 1990 Date of change in registration: January 30, 1997 Registration with: Shenzhen Municipal Administration for Industry and Commerce. (2) Business License No.: 440301103196089 Taxation Registration No.: 440301192189783 Organization Code: 19218978-3 Certified public accountant engaged Types Name Office address Stock A and Stock B RSM China CPAs 8th – 9th Floors, Block A, International Enterprise Building, No. 35 Jinrong Avenue, Xicheng District, Beijing II. Financial Highlights In RMB5 End of the report period End of the previous year Increase/decrease of the end of the report period vs the end of the previous year (%) Total assets 1,447,309,146.52 1,441,187,545.35 0.42% Owner’s equity attributable to the Company’s shareholders 676,508,808.70 670,923,545.85 0.83% Capital stock 249,317,999.00 249,317,999.00 0.00% Net asset per share attributable to the Company’s shareholders (RMB/share) 2.713 2.691 0.83% Report period (Jan. to Jun.) Same Period of the Previous Year Year-on-year increase/decrease (%) Gross Revenue 572,693,689.88 518,549,352.19 10.44% Operating profit 32,387,858.65 47,164,479.84 -31.33% Total profit 34,520,507.09 47,532,712.16 -27.38% Net profit attributable to the Company’s shareholders 27,167,061.42 38,419,239.04 -29.29% Net profit attributable to the Company’s shareholders less extraordinary items 25,460,942.67 38,117,288.54 -33.20% Basic earning per share (RMB/share) 0.109 0.154 -29.22% Diluted earning per share (RMB/share) 0.109 0.154 -29.22% Net assets-income ratio (%) 4.02% 5.94% -1.92% Net cash flow from operating activities 80,330,737.00 -79,463,641.65 Net cash flows per share arising from operating activities (RMB/share) 0.32 -0.326 Chapter 3 Change in Capital Stock and Particulars about the Shareholders I. Change in Capital Stock 1. Change in the Company’s capital stock ended June 30, 2009 is as follows: In shares Before the change Increase / Decrease (+/ -) After the change Quantity Proporti on New issuing Bonus issue Shares convert ed from reserve Others Sub-t otal Quantity Proporti on I. Restricted shares 111,451,025 44.70% 111,451,025 44.70% 1. State shares 2. State corporate shares 111,415,501 44.69% 111,415,501 44.69% 3. Other domestic shares Including: Domestic non-state owned corporate shares Domestic natural person shares 4. Foreign shares Including: Foreign corporate shares Overseas natural person shares 5. Senior executive shares 35,524 0.01% 35,524 0.01% II. Unrestricted shares 137,866,974 55.30% 137,866,974 55.30% 1. RMB ordinary shares 79,546,974 31.91% 79,546,974 31.91% 2. Foreign shares listed domestically 58,320,000 23.39% 58,320,000 23.39% 3. Foreign invested shares listed out of Mainland China 4. Others7 III. Total Shares 249,317,999 100.00 % 249,317,999 100.00 % Change of the shares with sales restriction: Shareholders Number of restricted shares at year beginning Number of shares discharged for restriction Increase of restricted shares Number of restricted shares at year end Causes of restriction Date of discharging Shenzhen CATIC Group Co., Ltd. 111,415,501 0 0 111,415,501 Equity separation reform November 9, 2010 Lu Bingqiang 35,524 0 0 35,524 Senior executives’ restricted shares - Total 111,451,025 0 0 111,451,025 - - 2. Issuing and Listing (1) Within three years prior to the end of the report period, the Company had not issued any shares or derivatives. (2) In the report period, the Company never conducted such activities as distributing bonus shares, converting public reserve into share capital, share allotment, new issuing, stock absorption and combination, converting convertible bonds into shares, capital reduction, issuing or listing employee shares or shares of the Company’s employees or any other activity which caused change in total shares and the structure. (3) At present, there are no employees’ shares in the Company. II. Shareholders 1. Ended June 30, 2009, there were totally 27,474 shareholders in the Company: including 17,730 shareholders of A shares (including one senior executive); 9,744 shareholders of B shares. 2. Shares held by the Company’s top ten shareholders Shareholding of the top 10 shareholders ended June 30, 2009: Total number of Shareholders 27,474 Shareholding of top 10 shareholders Shareholders Shareholder type Holding rate Total shares held Quantity of restricted shares Quantity of shares pledged or frozen Shenzhen CATIC Group Co., Ltd. State-owned corporate shares 44.69% 111,415,501 111,415,501 0 Industrial and Commercial Bank of China – E-Fund Domestic non-state 2.23% 5,551,957 0 08 Value Growth Mixed Securities Investment Fund owned corporate Chen Yanhong Domestic natural person 1.46% 3,630,461 0 0 LEHMAN BROTHERS INTERNATIONAL (EUROPE) Overseas corporate 1.01% 2,511,883 0 0 Ge Yingqing Domestic natural person 0.96% 2,389,781 0 0 UBS AG Overseas corporate 0.85% 2,108,280 0 0 HANG SENG CONSUMER SECTOR FLEXIPOWER FUND Overseas corporate 0.61% 1,522,200 0 0 Agriculture Bank of China -Bank of Communications Schroder Selected Stock Securities Investment Fund Domestic non-state owned corporate shares 0.57% 1,412,384 0 0 SBCI FINANCE ASIA LTD A/C SBC HONG KONG Overseas corporate 0.37% 926,580 0 0 GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED Overseas corporate 0.36% 896,079 0 0 Shareholding of top 10 shareholders of unrestricted shares Shareholders Quantity of tradable share Share type Industrial and Commercial Bank of China – E-Fund Value Growth Mixed Securities Investment Fund 5,551,957 RMB ordinary shares (A Shares) Chen Yanhong 3,630,461 A Shares LEHMAN BROTHERS INTERNATIONAL (EUROPE) 2,511,883 A Shares Ge Yingqing 2,389,781 A Shares UBS AG 2,108,280 A Shares HANG SENG CONSUMER SECTOR FLEXIPOWER FUND 1,522,200 Foreign shares listed domestically (B shares) Agriculture Bank of China -Bank of Communications Schroder Selected Stock Securities Investment Fund 1,412,384 A Shares SBCI FINANCE ASIA LTD A/C SBC HONG KONG 926,580 B shares GUOTAI JUNAN 896,079 B shares9 SECURITIES(HONGKONG) LIMITED Zhang Xiaozhai 780,000 B shares Explain to the association relation or acting in concert of the above shareholders The Company has never found any business relations among them or any evidence proving that they belong to the persons of concerted action as specified in the Measures on Listed Companies on Disclosing the Shareholding Information. In the report period, there was no change in increase/decrease of the shares held by Shenzhen CATIC Group Co., Ltd., a shareholder holding over 5% of the Company’s shares and there was no hypothecation, freezing or custody of any of the shares either. 3. About the Controlling Shareholder Shenzhen CATIC Group Co., Ltd. was founded in June, 1997, with total registered capital of RMB 678.90909 million and its legal representative is Wu Guangquan. Shenzhen CATIC Group Co., Ltd. is a diversified holding company, engaged in the business of manufacture and sales of LCD, PCB, medium and high grade watches, and agriculture related resources, etc. through its subsidiaries. The Group was listed with Hong Kong Stock Exchange in September 1997. 4. Eventual Controller CATIC Shenzhen Corporation, legal representative: Wu Guangquan; date of incorporation: December 1, 1982; registered capital: RMB 1000 million; principal business: import and export of commodities and technologies other than those exported exclusively by the central government or under the control by the central government, compensation trade as importer/exporter as well as agent; invest to set up economic entities; domestic commerce and supply and sale of goods and materials (excluding the commodities monopolized for operation, under control of and for exclusive sale by the central government); sales of home-made automobiles (with cars exclusive); development of real estate. According to the unified arrangement of Aviation Industry Corporation of China and China National Aviation Technology Import and Export Corp for the system reform, approved by Shenzhen Municipal Administration for Industry and Commerce, CATIC Shenzhen Corporation has been changed from a state owned enterprise into a company with limited liabilities solely invested by China National Aviation Technology Import and Export Corp. CATIC Shenzhen Corporation changed its registration with Shenzhen Municipal Administration for Industry and Commerce on January 8, 2009 with registered capital of RMB 1 billion with its domicile, legal representative and business scope remaining unchanged. Controller of the eventual controller: CATIC International Holdings Limited was incorporated in 1983 with registered capital of RMB 5000 million, legal representative: Fu Shula, licenced businesses: supply of labor services to the engineering projects carried out abroad; sales of methylbenzene, acetone, methyl ethyl ketone, piperidine, ether, potassium permanganate, chloroform, sulfuric acid, hydrochloric acid, acetic anhydride, combustible liquid, combustible solid, articles inflammable naturally and with moisture, oxidizer and organic peroxide, toxic and corrosive goods; insurance for motor vehicles, assets of enterprises, household property and cargo freight. General business scope: import and export; warehousing; industrial, hotel, property and real estate development investment and management; development, sales and maintenance services of new energy equipment; exhibition; technology licencing and technical services in connection with the aforesaid services. The eventual controller of CATIC Shenzhen Corporation, the Company’s eventual controller is State-owned Assets Supervision and Administration Commission of the State Council.10 5. Block Diagram of the Ownership and Control Relationship between the Company and eventual controller Chapter 4 Directors, Supervisors, Senior Executives I. Change in the Company’s Shares Of the directors, supervisors and senior executives in current office, only Deputy General Manager Mr. Lu Bingqiang holds 47,365 shares in which no change took place in the report period. II. The Company has not yet started implementation of any equity incentive program. In the report period, there was no director, supervisor or senior executive held any of the Company’s stock option or restricted shares. III. New Engagement or Disengagement of Directors, Supervisors and Senior Executives 1. Election for the New Board of Directors and the New Supervisory Committee On May 21, 2009, the Company’s 2008 Annual General Meeting reviewed and approved the proposal on election for the New Board of Directors and the New Supervisory Committee, according to which Mr. Wu Guangquan, Mr. Lai Weixuan, Mr. Xu Dongsheng, Mr. Chen Hongliang, Mr. Wang Mingchuan and Mr. Huang Yongfeng were elected directors of the Sixth Board of Directors; Mr. Guo Wanda, Madam Ji Qin and Mr. Mai Jianguang were elected independent directors of the Sixth Board of Directors; Mr. Huang Gaojian was elected supervisor of the Sixth Supervisory Committee and formed the Sixth Supervisory Committee together with Mr. Zhang Songhua and Mr. Tang Boxue, the two staff representative supervisors. The announcement of the aforesaid information was published on Securities Times, Hong Kong Commercial Daily and http://www.cninfo.com.cn. on May 22, 2009). State-owned Assets Supervision and Administration Commission of the State Council 100% Aviation Industry Corporation of China 100% CATIC International Holdings Limited 100% CATIC Shenzhen Corporation 58.60% Shenzhen CATIC Group Co., Ltd. 44.69% SHENZHEN FIYTA HOLDINGS LTD.11 2. Engagement of Senior Executives On June 15, 2009, the 1st meeting of the Sixth Board of Directors elected Mr. Wu Guangquan Chairman of the Board and Mr. Lai Weixuan vice Chairman of the Board. Mr. Xu Dongsheng was engaged as General Manager of the Company, Mr. Chen Libin, Mr. Lu Bingqiang, Mr. Li Dehua, Mr. Li Bei and Madam Fang Juan were engaged as deputy general managers and Mr. Li Dehua was engaged as chief accountant (concurrently). The 1st meeting of the Sixth Supervisory Committee elected Mr. Huang Gaojian Chairman of the Supervisory Committee. The announcement of the aforesaid information was published on Securities Times, Hong Kong Commercial Daily and http://www.cninfo.com.cn. on June 17, 2009).12 Chapter 5 Report of the Board of Directors I. Operation Review (I) General The macro economic situation in the first half year of 2009 was gradually turning better. However, the market of high-end consumer goods, especially the demand on the luxuries the Company is engaged in still remains quite soft. Facing the sustainable influence of the financial crisis, the Company is insisting on the principle of using the brand strategy to guide the work and steady development, attaches close attention to the change of the market, takes definite measures and enthusiastically pursues the development of the relevant business; propels the implementation of the strategy by means of enhancing the internal management, deepening the administration, reducing the costs, saving the expenses, reinforcing cooperation, utilizing flexibly the resources, etc. In the report period, the Company realized a turnover of RMB 572.69 million, a 10.44 % year-on-year growth. Impacted by the intensified market competition of the famous brand watches, the Company realized a total profit of RMB 34.52 million, a 27.38% year-on-year drop and net profit of RMB 27.17 million, a 29.29% year-on-year drop. (For the detail, refer to the following table. In RMB 10,000) Jan. to Jun., 2009 Jan. to Jun., 2008 Increase/Decrea se Increase/Decrea se Rate (%) Operation income 57,269 51,855 5,414 10.44% Total profit 3,452 4,753 -1,301 -27.38% Net profit 2,717 3,842 -1,125 -29.29% 1. Retail of Famous Brand Watches In the report period, the Harmony World Watches Center realized a turnover of RMB 449.38 million in retail of famous brand watches, a 12.42% year-on-year growth and realized gross profit of RMB 23.37 million, a 28.6% year-on-year drop. Development of business channels: In the report period, the Company sped up development of the network while keeping steady operation, developed altogether 7 chain strops. At the end of the period, the Harmony famous brand sales network reached 83 chain shops (with 28 Henglianda shops exclusive). These new shops are: Shanxi International Trade Jijia Franchised Shop, Shanxi International Trade Glashutte Franchised Shop, Shenzhen Yitian Holiday Plaza, Beijing Xuanwu Rainbow, Suzhou Rainbow, Taiyuan International Trade Multi-purpose Zone and Changchun franchised shop, which have effectively improved the Company’s strategic competition situation; adjusted and closed 3 shops, namely Beijing Lijing shop, Ningbo No. 2 Department Store and Shanghai Cartier shop; meanwhile, the Company continued to reinforce shop front optimization and upgrading of the existing retail shops and expansion of famous brand watches, maintain and develop brand resources, and realize quality operation. Enhancing international cooperation and brand promotion: The Company continued enhancing and deepening the communication and cooperation with international watch group and brands. In the report period, leaders from numerous international timepiece groups and brands visited Harmony; the Company also held a series of brand promotion activities, such as “Appreciation·Graciousness” famous brand car, famous brand watches and famous villas appreciation, and enhanced the relationship with various cooperation parties; meanwhile realized transfer of the supplier of Omega, Rado, Longines to Swatch Group as the director supplier and13 thus Harmony realized a direct cooperation with Swatch Group. Deepening 3-level marketing and enhancing terminal operation: The Company continued to enthusiastically pushed on and deepened the theory of “3-level marketing”, continuously detailed the work at the terminal, carried out the prolonged “customer development month” activity, focused on development and fostering of VIP customers and supported the steady growth of sales. Sales competition and promotion activities: In the report period, the Company held a series of sales competition activities including “working together to meet challenge”, which powerfully promoted sales; meanwhile, enhanced the advertisement of HARMONY Brand by means of such activities. Reinforcing teamwork construction and enhancing training: The Company unceasingly enhanced manpower reserve, implemented training programs with greater exertion for shop assistants, operation managers and management at different levels, improved the staff’s qualification by means of a series of activities, such as election of sales adviser so as to better promote sales. 2. FIYTA watches In the report period, the Company continued to deepen the coordination and efficiency improvement between research, design, production and sales, upgraded the identity of FIYTA brand and at the same time enhanced overseas development. The Company realized a turnover of RMB 93.69 million from FIYTA watches, a 16.42% year-on-year growth; realized total profit amounting to RMB 13.79 million, a 25.14% year-on-year growth. Development of the domestic and overseas channels: In the report period, the Company kept on enhancing investment and operation management of the 14 franchised shops, promoted upgrading of the channel quality, and demonstrated the high quality FIYTA products and brand identity to more high-end customers; meanwhile, implemented the “Double Hundred Program”, upgraded and maintained the sales quality of RMB 1 million shops so as to promote channel optimization and sales improvement; continued to develop overseas channels, conducted extensive contacts with the related customers. In the report period, the channel development in Ho Chi Minh City of Vietnam was proceeded successfully and FIYTA watches have been stationed in a number of key shopping malls in the city. Up to now, FIYTA watches have entered the overseas markets of Singapore, Canada, Vietnam, etc. and are enjoying favorable sales situation. New Product Research and Development and Launching to the Market: The Company has speeded up carrying forward serialization and standardization of products. In the report period, “Photographer” series new products were successfully launched to the market. In the previous two stages of the sales competition (58 days), 1537 watches were sold with sales of RMB 3.55 million. It was another series of products was successfully launched to the market following the “Impression City”. Meanwhile, the preparatory market test project of launching new products of the next stage has started. R & D and Design Award: In the report period, at the Science and Technology Conference of China National Light Industry Council, FIYTA was honorably rewarded with three awards of science and technology, of which “Shenzhou No. 7” Space Watch was rewarded with once again the Special Award of Science & Technology Progress, the supreme award of science and technology following “Shenzhou No. 5” Space Watch. Space reinforced titanium technology was rewarded with the second prize of technology invention; FZK-601 watch control system was rewarded the excellent prize of science and technology innovation. ISO/TC114 International Timepiece Standardization Conference sponsored by the Company was successfully held in Shenzhen. In process of ISO/TC114 international conference, in the light of WG5 “Watches Made of Hard Materials - General Requirements and Test Method proposed by Korea, the international standard draft formed the proposal of the Chinese delegation with FIYTA as the principal part. Based on the proposal of the Chinese delegation, delegates from various countries have formed a preliminary common view on the specification items and definitions of the hard material watches; there were five recommendations in the Chinese proposal which had been adopted. Since14 participation of this conference, it was the first time for the Chinese delegation enjoying the leading voice right at the conference. Brand Promotion: This year, the Company still organized a delegation as usual to participate in BASEL WORLD 2009 and received distributors and customers from Switzerland, France, Singapore, etc. and achieved a good result; to support opening of a franchised shop, the Company conducted big public relation and promotion activities in Ningbo, Miao Pu, a film star and journalists from numerous media participated in the ceremony; the Company continuously focused on the terminal promotion. In the report period, the new FIYTA terminal franchised counters came into being in big shopping malls all over China in the report period. Sales Competition: In the first half year, the Company carried out promotion activities and sales competition in a number of themes which have powerfully promoted sales and optimized the stocks. The customers’ satisfaction level on FIYTA has been continuously improved up to 94.71%. Enhancing Team Construction and Training: The Company has been continuously exploring new training models. In the report period, the Company carried out republic relation training and practical training in a number of regions which have great significance for sales and brand promotion. Meanwhile, the Company has started implementation of the brand development based new purchasing guider integration human resource system and the staff’s career promotion passage have started implementation. 3. Property Management In the report period, the Company enhanced the customer relationship management of Fiyta Building, Fiyta Technology Building and Xi’an Chengheng International Hotel Building in order to ensure that high quality customers would not flow away and ensure higher rental income rate; upgrade the property management level. The Company enjoyed a favorable operation conditions of the leased property and realized a turnover of RMB 30.72 million. Unfortunately, affected by the metro construction and rent withdrawal of partial tenants due to expiry, some vacancy in the buildings occurred with a drop of 8.68%. In the report period, the Company further applied the advanced management instruments and popularized the balance scorecard project in various departments, posts and individuals and even in performance assessment and management; further propelled 6 Sigma Green Ribbon Project and Black Ribbon designated training and held basic training for standardized system popularization. The Company further enhanced the human resource reserve. The Company completed 2009 campus recruitment in April which took over 50 years and covered 18 key universities and colleges of Mainland China. The Company further enhanced development of the relationship with investors and frequently received personal visits and call visits of and from investors. The Company positively upgraded the employee’s job-respect level and improved the employees’ satisfaction – the employees’ work respect survey report conducted by Hanweite Consulting Co. shows that at present FIYTA is in the stage of high efficiency/best employer. (II) Principal Business and Operation The Company was mainly engaged in design, development, manufacture, sales and repairing of clocks and watches and spares and parts, including operation of FIYTA watch products and sales of world top brand watches through chain shops. In addition, the Company had income from the properties, including Fiyta Building, Fiyta Technology Building and Xi’an Chengheng International Hotel building. 1. The Company’s income and profit from principal business are classified as follows: In RMB 10,000 Sectors Operation income Operation costs gross profit rate (%) Year-on-year increase/dec rease of operating Year-on-year increase/dec rease of business Year- on-year increase/decr ease of gross profit rate (%)15 income rate (%) cost (%) Commerce 44,938.38 34,654.83 22.88% 12.42% 14.75% -1.57% Industry 9,368.67 3,691.26 60.60% 16.42% 9.19% 2.61% Property Operation 3,072.33 855.43 72.16% -8.68% -13.12% 1.42% Hotel 648.10 49.15 92.42% 1.73% -5.03% 0.54% 2. Watch business and property take over 10% of the Company’s income as well as the profit from the principal business (1) Watches The sales income and sales cost of FIYTA watches and foreign famous watches are listed as follows: Table 1: To be presented based on the categories of the products In RMB 10,000 Products Operation income Operation costs gross profit rate (%) Year-on-year increase/dec rease of operating income rate (%) Year-on-year increase/dec rease of business cost (%) Year- on-year increase/decr ease of gross profit rate (%) Sales of foreign famous watches 44,938.38 34,654.83 22.88% 12.42% 14.75% -1.57% Sales of FIYTA watches 9,368.67 3,691.26 60.60% 16.42% 9.19% 2.61% Table 2: Listed according to regions In RMB 10,000 Regions Operation income Year-on-year increase/decrease of revenue rate (%) Northeast China 5,603.04 6.20% North China 8,970.52 1.70% Northwest China 13,637.51 34.30% East China 7,762.55 11.50% Southwest China 3,358.71 50.50% South China 14,974.73 2.70% Total 54,307.05 13.10% (2) Property The Company’s revenue and profit from property operation mainly came from lease of FIYTA Building, FIYTA Technology Building and Xi’an Chengheng International Hotel Building. 3. In the report period, no material change took place in the Company’s principal business or its structure, and earning power of the principal business in comparison with the previous year. 4. In the report period, the Company had no other business activities having major influence on the Company. 5. Problems existing in the operation, future development prospects and measures Viewing from the operation situation of the first half year, despite the unfavorable conditions of the sector on overall basis, the Company still realized a growth of two places. It is really not an easy job. However, affected by the follow-up financial crisis, the profit dropped. In the second half year, as the world economy turns better and the domestic stock market and real estate market become warm up, the Company’s new products have been launched to the market in succession and the16 brands of newly opened shops have been gradually available, and the Company is quite optimistic in the income and profit plan of the whole year. In respect of retail of famous brand watches: The Company continues to develop and maintain channels; while opening new shops, enhanced communication and cooperation with suppliers and ensured availability of the goods in great demand while taking positive counter-measures, sped up circulation of inventories and improved the application efficiency of funds. On the other hand, the Company ensured the steady growth of the matured old shops by means of ensuring sales management, enriching sales strategy and reinforcing the personnel training which has promoted rapid growth of the newly opened shops. Fiyta Watches: The Company continued implementation of the “Double Hundred Program” and “Simultaneous Action”, guided various work with the brand strategy, enhanced cooperation of the four departments of R & D, design, production and sales, ensured the speed and success for launching new products, optimized product structure, promoted steady rise of sales; meanwhile, sped up circulation of inventories by combination of sales competition and promotion inspiration of unceasingly weeding through the old to bring forth the new. Property: The Company enhanced the communication with the relevant management department and customers, carried out effective letting strategy and improved the lease rate and actual reception rate of the rental. II. Investment (I) In the report period, the Company had not raised any proceeds through share offering and had no proceeds raised before the report period and carried down to the report period for application either. (II) Other Key Projects Invested with Funds not Raised through Share Offering In the report period, the Company further increased the investment in Harmony World Watches Chain Shops and 4 new chain shops were added. By the end of the report period, there has been 83 chain shops in big and medium cities all over the country. In the first half year of 2009, the Company increased the investment by RMB 44.58 million and Harmony realized a turnover of RMB 449.38 million and profit of RMB 23.37 million. In the report period, the Company approved to establish FIYTA Technology Development Co. through its 1st meeting of the Sixth Board of Directors at which the Proposal on Establishment of FIYTA Technology Development Co. was adopted by voting. The said company is a solely invested subsidiary with registered capital of RMB 10 million and its temporary name is FIYTA Technology Development Co. The new company bases itself on a hi-tech enterprise, is a key research and development platform as well as a platform for conversion of scientific research achievements of FIYTA Technology Center. It development orientation is to carry out technology research work and conducts sophisticated machining business and machining watch movements as supporting service for customers as an important additional service of FIYTA watch industry and formed a new profit growth point for the purpose of reinforcing the risk resistance in the Company’s watch industry. In the report period, the 1st meeting of the Sixth Board of Directors approved through voting the Proposal on Increasing Investment in FIYTA Hong Kong Limited, according to which the Company was to increase investment in FIYTA Hong Kong by HK$ 10 million so that the investment has increased to HK$20 million. III. Accounting Policies, Change in Accounting Estimate and Correction of the Previous Material Accounting Errors There were no change in accounting policy, accounting estimate or serious accounting errors in the report period17 Chapter 6 Significant Events I. The Company has conducted standardized operation based on strict criteria and enthusiastically improved the legal person based administrative structure in accordance with the relevant provisions of China Securities Regulatory Commission, the Company has. At present, the Company has fundamentally complied with relevant regulations in its administration. II. Profit Distribution Proposal In the report period, the Company’s 2008 Annual General Meeting approved 2008 Annual Profit Distribution Proposal, according to which the Company was to distribute cash dividend to the whole shareholders at rate of RMB 1.00 for every 10 shares (with tax inclusive. After deduction of the tax, the actual cash dividend distribution rate was RMB 0.90 for every 10 shares to the personal shareholders of A shares and the investment funds and no tax for the shareholders of B shares would be deducted for time being) with the existing total capital stock of 249,317,999 shares as the base and the total amount of the cash dividend to be distributed was RMB 24,931,799.90. Cash dividend for B shares was paid in Hong Kong Dollars after conversion from Renminbi into Hong Kong Dollars based on the average rate (HK$ = RMB0.8802) as published by Bank of China on the last business day after the resolution of the Shareholders’ General Meeting (May 22, 2009). The cash dividend distribution for both A and B shares was completed respectively on July 15, 2009 and July 17, 2009. Company has neither semiannual profit distribution proposal nor proposal for converting public reserve into share capital for the middle of 2009. III. In the report period, the Company has never been involved in any material lawsuit or arbitration and no previous material lawsuit or arbitration has been extended to the report period either. IV. Equity in other listed companies held by the Company Stock Code Short form of stock Initial investment amount Proportio n in the investee’s equity Book value at the end of the period Gain and loss in the report period Change in owner’s equity in the report period Accounti ng item Source of shares 000543 Wanneng Power 3,000,000.0 0 0.14% 8,734,000.0 0 0.00 3352800.00 Available -for-sale financial assets Corporat e shares Total 3,000,000.0 0 - 8,734,000.0 0 0.00 3,352,800.00 - - V. In the report period, the Company has never been involved in any assets acquisition, sales, absorption or consolidation. VI. Related transactions 1. Implementation of Routine Related Transactions (1) Shenzhen CATIC Property Management Co., Ltd., one of the Company’s related corporate offers property management service for the Company’s FIYTA Building and FIYTA Technology Building. The price of this related transaction is based on the market price. In the report period, the Company has paid property management fee and water and electricity charge amounting to RMB 0.8185 million, which complies with the estimation at the year beginning. (2) The Company’s FIYTA Building and FIYTA Technology Building offers property lease service to Shenzhen CATIC Real Estate Development Co., Ltd., Shenzhen Makway Cable TV Devices Co.,18 Ltd., Shenzhen CATIC Property Management Co., Ltd. and Jiangnan Securities Co., Ltd., the Company’s related corporate companies. Both parties determine the service charge based on the market price. In the report period, the Company received property rental income amounting to RMB 2.8803 million, which complied with the amount predicted at year beginning. (3) The Company sells watches through the franchised counters of Rainbow Supermarket Co., Ltd. In the report period, the sales expenses for such franchised counters was RMB 3.1391 million, which complied with the amount predicted at year beginning. (4) The Company has entrusted Shenzhen CATIC Hotel Management Co., Ltd. to manage Xi’an Chengheng Hotel. Both parties determined the transaction price according to the market price. In the report period, the hotel management charge amounted to RMB0.1296 million, which complied with the amount predicted at year beginning. (5) The Company sells odd watches to AVIC International Holding Corporation, the Company’s controlling shareholder. In the report period, the Company received income from sales of watches amounting to RMB 0.8203 million, which complied with the budget at year beginning. The Routine Related Transactions in 2008 and the Proposal on the Predicted Conditions of the Routine Related Transactions in 2009 was published on Securities Times, Hong Kong Commercial Daily and http://www.cninfo.com.cn. 2. Liabilities or Guarantees with Related Parties Ended June 30, 2009, Shenzhen CATIC Group Co., Ltd., the Company’s controlling shareholder offered guarantee to the Company for the bank credit line amounting to RMB 595 million accumulatively. 3. There exists no such situation that the Company’s holding shareholder or any of its subsidiaries has ever occupied the Company’s funds. VII. Important Contracts and Implementation 1. In the report period, the Company was not involved in such events as keeping as custodian, contracted or leased any other company’s assets and vice versa in the report period or extended from the previous years. 2. In the report period, there was no important guarantee incurred previously and extended to the report period in the Company. 3. In the report period, there was no entrusted asset management incurred previously and extended to the report period in the Company. VIII. Commitment by the Shareholder Holding over 5% (with 5% Inclusive) of the Company’s Shares The Company started to implement the equity separation reform plan on November 7, 2007. In the Company’s equity separation reform plan, the commitments made by Shenzhen CATIC Group Co., Ltd., the shareholder holding over 5% of the Company’s shares, and the implementation are summarized as follows: (1) Shenzhen CATIC Group committed that upon completion of the equity separation reform of FIYTA, the non-negotiable shares held by Shenzhen CATIC Group would not be listed with Shenzhen Stock Exchange for trading within 36 months after the day when such shares got approved for listing. (2) Within 24 months after the 3-year sales restriction term expires, in case Shenzhen CATIC Group would sell the non-negotiable FIYTA shares it was holding through listing with Shenzhen Stock Exchange, the sales price must not be lower than RMB 25.00 per share. Implementation of the commitment: The commitment is in process of implementation.19 Commencing from the date when the equity separation reform was finished to the end of the report period, Shenzhen CATIC Group has not reduced or assigned any restricted shares held by Shenzhen CATIC Group. IX. Special Notice and Independent Opinion of Independent Directors on the Funds Occupied by the Related Parties and External Guarantees In accordance with the Establishment of Independent Director Systems by Listed Companies Guiding Opinion and Code of Corporate Governance for Listed Companies promulgated by China Securities Regulatory Commission, and Stock Listing Rules of Shenzhen Stock Exchange, as independent directors of Shenzhen Fiyta Holdings Ltd., we hereby present our special notice and independent opinions on the accumulative and current external guarantees offered by the Company and the fund occupancy of the related parties as follows: In accordance with the Circular on Several Issues Concerning the Regulation of Cash Flows Between Listed Companies and Their Affiliates and Security Provided to Outside Parties by Listed Companies (ZHENG JIAN FA (2003) No. 56) and Circular on Regulating the External Guaranties Provided by. Listed Companies (ZHANG JIAN FA (2005) No. 120, we have made careful and responsible confirmation and finalization of the external guarantees offered by Shenzhen FIYTA Holdings Ltd. and the funds occupied by its controlling shareholder and other related parties based on the position of being responsible to the Company, the whole shareholders and investors and according to the principle of seeking truth from facts. Through careful verification, the Company has strictly followed the concerned provision of the Articles of Association, carefully implemented the Documents ZHENG JIAN FA (2003) and (2005) No. 120 and strictly controlled the risk from the external guarantee. In the report period, the Company offered no guarantee to its controlling shareholder or related parties or any other external guarantee. At the end of the report period, there existed no accumulative guarantee; the fund dealings with the related parties all belonged to regular operational fund dealings and there existed no fund occupancy by related parties against the regulations. X. The financial report has not been audited and no change has been made in the certified public accountants. VI Investigation Reception and Interviews In the report period, the Company implemented the Guidelines of Listed Companies for Fair Information Disclosure. During reception of the surveys and interviews, the Company and the obligor for relevant information disclosure have strictly observed the principle of fair information disclosure without any discrimination policy and had never been engaged in any activity of revealing, disclosing or letting out in advance any private information to any designated addressees in a secret way. Reception of visitors is summarized as follows: Reception Time Reception place Way of reception Visitor received Topics and information furnished20 May 13, 2009 Company Site Survey Huaxia Fund Management Co., Ltd. Development trend of the domestic luxury goods sector, some measures concerning the Company’s strategic development, brand construction, terminal management in the past three years. Provision of the Company’s 2008 Annual Report and public brochures. XII. In the report period, the Company, its directors or senior executives had never been examined or punished by the supervisory/administrative authority. XIII. Provisional Announcement Information Disclosed in the Report Period Announc ement No. Announcement Date Description Presses where the information is disclosed Websites for information disclosure 2009-00 1 January 13, 2009 《关于实际控制人更 名的公告》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-00 2 March 26, 2009 《第五届董事会第二 十次会议决议》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-00 3 March 26, 2009 《第五届监事会第十 五次会议决议》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-00 4 March 26, 2009 《2008 年年度报告 摘要》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-00 5 March 26, 2009 《关于2008 年度日 常关联交易执行情况 及2009 年日常关联 交易预计情况的公 告》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-00 6 April 23, 2009 《第五届董事会第二 十一次会议决议》 Securities Times and Hong Kong http://www.cninfo.com.cn21 Commercial Daily 2009-00 7 April 23, 2009 《第五届监事会第十 六次会议决议》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-00 8 April 23, 2009 《2009 年第一季度 报告》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-00 9 April 23, 2009 《关于召开2008 年 度股东大会的通知》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-01 0 April 23, 2009 《董事会秘书辞职公 告》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-01 1 May 15, 2009 《关于撤回非公开发 行股票申请文件的公 告》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-01 2 May 22, 2009 《2008 年度股东大 会决议公告》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-01 3 June 17, 2009 《第六届董事会第一 次会议决议公告》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn 2009-01 4 June 17, 2009 《第六届监事会第一 次会议决议公告》 Securities Times and Hong Kong Commercial Daily http://www.cninfo.com.cn22 Chapter 7 Financial Report I. Accounting Statements (Refer to Pages 24 – 34 as attached hereinafter) II. Accounting Statements (Refer to Pages 35– 92 as attached hereinafter)23 Chapter 8 Documents Available for Inspection I. Semi-annual Report carried with personal signature of the Chairman of the Board; II. Financial Statements signed by and under the seal of the Company leader, chief accountant and accounting supervisors; III. Originals of all documents and manuscripts of Announcements of the Company disclosed in public in the newspapers as designated by China Securities Regulatory Commission; IV. Articles of Association of the Company. SHENZHEN FIYTA HOLDINGS LTD. Board of Directors August 19, 200924 Attachment: Financial Report (unaudited) 1. Accounting statements Balance Sheet Prepared by: SHENZHEN FIYTA HOLDINGS LTD. June 30, 2009 In RMB Items Ending balance Opening balance Consolidated Parent company: Consolidated Parent company: Current assets: Monetary funds 103,063,846.18 56,038,121.73 108,233,795.73 54,938,436.99 Transaction based financial assets Notes receivable Accounts receivable 119,418,604.84 42,277,927.54 100,540,669.65 30,970,485.15 Advances to suppliers 12,809,035.64 20,772,416.86 Interest receivable Dividend receivable 45,838,566.24 45,838,566.24 Other receivables 18,199,960.30 291,758,688.40 19,547,646.16 328,199,004.65 Reverse repurchase agreements Inventories 676,171,074.37 62,664,109.59 677,127,363.08 70,057,384.10 Non-current assets due within a Year Other current assets 2,623,608.52 Total current assets 929,662,521.33 498,577,413.50 928,845,500.00 530,003,877.13 Non-Current Assets: Loan provision and advances Available-for-sale financial assets 8,734,000.00 8,734,000.00 4,543,000.00 4,543,000.00 Held to the due investment Long term accounts receivable Long-term equity investment 7,730,996.98 336,433,996.98 7,701,374.39 336,404,374.39 Investment based real estate 174,675,482.10 174,675,482.10 177,773,318.21 177,773,318.21 Fixed assets: 256,287,119.28 243,222,114.50 262,829,687.92 249,121,975.84 Construction-in-progress Engineering supplies Disposal of fixed assets Intangible assets 13,205,001.24 13,091,801.24 12,896,865.80 12,783,665.80 Development expenses25 Goodwill Long-term expenses to be apportioned 46,954,955.32 12,743,634.97 35,880,151.86 10,834,367.04 Deferred income tax 10,059,070.27 3,589,700.58 10,717,647.17 3,940,470.02 Other non-current assets Total non-current assets 517,646,625.19 792,490,730.37 512,342,045.35 795,401,171.30 Total assets 1,447,309,146.52 1,291,068,143.87 1,441,187,545.35 1,325,405,048.43 Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong Balance Sheet (Cont’d) Prepared by: SHENZHEN FIYTA HOLDINGS LTD. June 30, 2009 In RMB Current liabilities Short-term Loan: 495,000,000.00 495,000,000.00 575,000,000.00 575,000,000.00 Transactional financial liabilities Notes payable 30,000,000.00 30,000,000.00 Accounts payable 79,384,069.41 17,966,992.19 58,809,238.66 7,827,286.28 Advance receipts 530,173.37 562,299.40 2,092,162.76 318,790.01 Staff’s wages payable 7,346,484.91 1,895,914.53 11,845,608.17 3,946,072.82 Taxes payable -471,086.19 7,724,316.91 -10,317,406.43 7,421,939.59 Interest payable 519,407.17 519,407.17 987,587.50 987,587.50 Dividends payable 25,327,226.66 24,931,799.90 395,426.76 Other payables 37,571,661.38 32,901,235.15 36,863,962.80 31,429,069.07 Non-current Liabilities due within a Year Other current liabilities 1,015,846.90 800,000.00 1,546,453.73 800,000.00 Total current liabilities 676,223,783.61 612,301,965.25 677,223,033.95 627,730,745.27 Non-Current Liabilities: Long-term borrowings 70,000,000.00 70,000,000.00 70,000,000.00 70,000,000.00 Bonds payable Long term accounts payable 10,050,000.00 50,000.00 10,050,000.00 50,000.00 Special accounts payable Predicted liabilities Deferred income tax liability 1,217,986.87 1,209,974.70 371,774.70 371,774.70 Other non-current liabilities 4,300,000.00 4,300,000.00 4,050,000.00 4,050,000.00 Total non-current liabilities 85,567,986.87 75,559,974.70 84,471,774.70 74,471,774.70 Total liabilities 761,791,770.48 687,861,939.95 761,694,808.65 702,202,519.97 Owners’ equity (or26 shareholders’ equity): Paid up capital (or capital stock) 249,317,999.00 249,317,999.00 249,317,999.00 249,317,999.00 Capital reserve 196,434,432.65 196,434,432.65 193,081,632.65 193,081,632.65 Less: shares in stock Specialized reserve Surplus reserve 109,362,340.60 109,362,340.60 109,362,340.60 109,362,340.60 General provision for risk Retained earnings 122,260,659.27 48,091,431.67 120,025,397.75 71,440,556.21 Cumulative translation adjustments -866,622.82 -863,824.15 Total owner’s equity attributable to the parent company 676,508,808.70 603,206,203.92 670,923,545.85 623,202,528.46 Minority shareholders’ equity 9,008,567.34 8,569,190.85 Total owners’ equity 685,517,376.04 603,206,203.92 679,492,736.70 623,202,528.46 Total liabilities and owners’ equity 1,447,309,146.52 1,291,068,143.87 1,441,187,545.35 1,325,405,048.43 Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong27 Statement of Profit Prepared by: SHENZHEN FIYTA HOLDINGS LTD. January to June, 2009 In RMB Items Amount in the report year Amount in the previous year Consolidated Parent company: Consolidated Parent company: I. Total business income 572,693,689.88 128,489,078.35 518,549,352.19 112,967,242.15 Including: business income 572,693,689.88 128,489,078.35 518,549,352.19 112,967,242.15 II. Total operating cost 540,485,453.82 128,762,852.69 471,375,807.00 101,889,394.43 Including: business income 381,222,611.23 57,435,195.94 336,077,724.78 44,237,284.50 Business Taxes and Surcharge 2,891,247.87 2,142,692.02 3,177,518.23 1,852,001.62 Sales expenses 85,428,355.39 37,873,358.67 68,044,662.99 30,315,464.69 Administrative expenses 48,433,196.51 21,945,915.95 46,871,509.63 23,174,045.12 Financial expenses 20,777,386.61 9,356,090.11 17,204,391.37 2,310,598.50 Loss from impairment of assets 9,600.00 9,600.00 Add: Income from change of fair value (loss is stated with “-“) Investment income (loss is stated with “-“) 179,622.59 179,622.59 -9,065.35 -9,065.35 Including: income from investment in associates and joint ventures 179,622.59 179,622.59 -9,065.35 -9,065.35 Exchange income (loss is stated with “-“) III. Operating Profit (loss is stated with “-“) 32,387,858.65 -94,151.75 47,164,479.84 11,068,782.37 Plus: Non-operating income 2,161,886.01 2,050,430.86 467,575.01 165,138.38 Less: Non-operating expenses 29,237.57 22,809.31 99,342.69 31,927.66 Including: Loss from disposal of non-current assets 0.00 3,795.10 773.64 IV. Total profit (total loss is stated with “-“) 34,520,507.09 1,933,469.80 47,532,712.16 11,201,993.09 Less: Income tax expense 6,914,069.18 350,794.44 8,599,329.48 2,005,079.40 V. Net Profit (loss is stated with “-“) 27,606,437.91 1,582,675.36 38,933,382.68 9,196,913.6928 Net profit attributable to the parent company’s owner 27,167,061.42 1,582,675.36 38,419,239.04 9,196,913.69 Minority shareholders’ equity 439,376.49 514,143.64 VI. Earnings per share: (I) Basic earnings per share 0.109 0.154 (II) Diluted earnings per share 0.109 0.154 Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong Cash Flow Statement Prepared by: SHENZHEN FIYTA HOLDINGS LTD. January to June, 2009 In RMB Items Amount in the report year Amount in the previous year Consolidated Parent company: Consolidated Parent company: I. Net cash flows arising from operating activities Cash received from sales of goods and supply of labor 631,586,117.34 127,026,357.07 613,293,417.98 128,746,736.97 Other operation activity related cash receipts 2,083,806.62 51,783,802.20 2,309,807.50 30,123,630.57 Subtotal of cash flow in from operating activity 633,669,923.96 178,810,159.27 615,603,225.48 158,870,367.54 Cash paid for purchase of goods and reception of labor services 389,016,240.25 36,169,645.43 553,494,298.39 46,118,533.79 Cash paid to and for staff 68,729,730.94 30,958,505.75 58,834,669.62 28,039,538.04 Taxes paid 33,861,350.05 12,637,102.31 27,399,133.53 9,340,011.24 Other business related cash payments 61,731,865.72 29,145,701.03 55,338,765.59 119,358,667.53 Subtotal of cash flow out from operating activity 553,339,186.96 108,910,954.52 695,066,867.13 202,856,750.60 Net cash flow from operating activities 80,330,737.00 69,899,204.75 -79,463,641.65 -43,986,383.06 II. Cash flows arising from investment activities: Net amount of cash received from disposal of fixed assets, intangible assets and other long term assets 136,700.00 135,000.00 316,100.00 316,000.00 Subtotal of cash flow in from investment activity 136,700.00 135,000.00 316,100.00 316,000.0029 Cash paid for construction/purchase of fixed assets, intangible assets and other long term assets 17,879,527.03 1,639,160.00 108,943,738.51 97,507,370.05 Cash paid for investment 50,000,000.00 Subtotal of cash flow out from investment activity 17,879,527.03 1,639,160.00 108,943,738.51 147,507,370.05 Net cash flow arising from investment activities -17,742,827.03 -1,504,160.00 -108,627,638.5 1 -147,191,370.0 5 III. Cash flows arising from fund raising activities: Cash received from borrowings 335,000,000.00 335,000,000.00 310,000,000.00 310,000,000.00 Other fund-raising related cash receipts 29,119,083.43 Subtotal of cash flow in from fund raising activity 335,000,000.00 335,000,000.00 339,119,083.43 310,000,000.00 Cash paid for liabilities repayment 385,000,000.00 385,000,000.00 70,000,000.00 70,000,000.00 Cash paid for dividend/profit distribution or repayment of interest 17,757,859.52 17,295,359.52 38,488,697.48 38,488,697.48 Subtotal of cash flow out from fund raising activity 402,757,859.52 402,295,359.52 108,488,697.48 108,488,697.48 Net cash flow arising from fund-raising activities -67,757,859.52 -67,295,359.52 230,630,385.95 201,511,302.52 IV. Influence from change of exchange rate upon cash and cash equivalents V. Net increase of cash and cash equivalents -5,169,949.55 1,099,685.23 42,539,105.79 10,333,549.41 Plus: Balance of cash and cash equivalents at the beginning of the period 108,233,795.73 54,938,436.99 84,043,521.74 46,746,295.03 VI. Balance of cash and cash equivalents at the end of the period 103,063,846.18 56,038,122.22 126,582,627.53 57,079,844.44 Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong30 Statement of Changes in Owner’s Equity (1)Consolidated Statement of Changes in Owner’s Equity Prepared by: SHENZHEN FIYTA HOLDINGS LTD. Semi-annual Period of 2009 In RMB Items Amount in the report year Amount of Previous Year Owner’s equity attributable to the parent company Minority shareho lders’ equity Total owners’ equity Owner’s equity attributable to the parent company Minority shareho lders’ equity Total owners’ equity Paid up capital (or capital stock) Capital reserve Less: shares in stock Speciali zed reserve Surplus reserve General provisio n for risk Retaine d earning s Others Paid up capital (or capital stock) Capital reserve Less: shares in stock Speciali zed reserve Surplus reserve General provisio n for risk Retaine d earning s Others I. Ending balance of the previous year 249,317 ,999.00 193,081 ,632.65 109,362 ,340.60 120,025 ,397.75 -863,82 4.15 8,569,1 90.85 679,492 ,736.70 249,317 ,999.00 203,323 ,132.65 103,575 ,024.27 86,222, 040.84 -313,76 8.92 8,468,3 28.93 650,592 ,756.77 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the report year 249,317 ,999.00 193,081 ,632.65 109,362 ,340.60 120,025 ,397.75 -863,82 4.15 8,569,1 90.85 679,492 ,736.70 249,317 ,999.00 203,323 ,132.65 103,575 ,024.27 86,222, 040.84 -313,76 8.92 8,468,3 28.93 650,592 ,756.77 III. Decrease/increase of the report year (decrease is stated with “-“) 3,352,8 00.00 2,235,2 61.52 -2,798.6 7 439,376 .49 6,024,6 39.34 -8,289,3 80.00 13,487, 439.14 -568,47 3.64 514,143 .64 5,143,7 29.14 (I) Net profit 27,167, 061.42 439,376 .49 27,606, 437.91 38,419, 239.04 514,143 .64 38,933, 382.68 (II) Gain and loss directly 3,352,8 -2,798.6 3,350,0 -8,289,3 -568,47 -8,857,831 charged to owners’ equity 00.00 7 01.33 80.00 3.64 53.64 1. Net change in fair value of financial assets available for sale 4,191,0 00.00 4,191,0 00.00 -10,109, 000.00 -10,109, 000.00 2. Influence from change of other owners’ equity in the investees under the equity method 3. Influence from the income tax charged to the owners’ equity -838,20 0.00 -838,20 0.00 1,819,6 20.00 1,819,6 20.00 4. Others -2,798.6 7 -2,798.6 7 -568,47 3.64 -568,47 3.64 Subtotal of the above (I) and (II) 3,352,8 00.00 27,167, 061.42 -2,798.6 7 439,376 .49 30,956, 439.24 -8,289,3 80.00 38,419, 239.04 -568,47 3.64 514,143 .64 30,075, 529.04 (III) Owners’ input and decrease of capital 1. Capital invested by the owners 2. Amount of payment for shares charged to owners’ equity 3. Others (IV) Retained earnings -24,931, 799.90 -24,931, 799.90 -24,931, 799.90 -24,931, 799.90 1. Provision of surplus reserve 2. Provision of general risk32 reserve 3. Distribution to the owners (or shareholders) -24,931, 799.90 -24,931, 799.90 -24,931, 799.90 -24,931, 799.90 4. Others (V) Internal carry-over of owners’ equity 1. Conversion of capital reserve into capital (or capital stock) 2. Conversion of surplus reserve into capital (or capital stock) 3. Loss made up with surplus reserve 4. Others IV. Ending balance of the report year 249,317 ,999.00 196,434 ,432.65 109,362 ,340.60 122,260 ,659.27 -866,62 2.82 9,008,5 67.34 685,517 ,376.04 249,317 ,999.00 195,033 ,752.65 103,575 ,024.27 99,709, 479.98 -882,24 2.56 8,982,4 72.57 655,736 ,485.91 (2)Statement of Change in Owner’s Equity of the Parent Company Prepared by: SHENZHEN FIYTA HOLDINGS LTD. Semi-annual Period of 2009 In RMB Items Amount in the report year Amount of Previous Year Paid up capital (or capital stock) Capital reserve Less: shares in stock Specialized reserve Surplus reserve Retained earnings Total owners’ equity Paid up capital (or capital stock) Capital reserve Less: shares in stock Specialized reserve Surplus reserve Retained earnings Total owners’ equity I. Ending balance of the previous year 249,317,99 9.00 193,081,63 2.65 109,362,34 0.60 71,440,556. 21 623,202,528. 46 249,317,99 9.00 203,323,13 2.65 103,575,02 4.27 44,286,509. 15 600,502,665. 0733 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the report year 249,317,99 9.00 193,081,63 2.65 109,362,34 0.60 71,440,556. 21 623,202,528. 46 249,317,99 9.00 203,323,13 2.65 103,575,02 4.27 44,286,509. 15 600,502,665. 07 III. Decrease/increase of the report year (decrease is stated with “-“) 3,352,800.0 0 -23,349,124 .54 -19,996,324. 54 -8,289,380. 00 -15,734,886 .21 -24,024,266. 21 (I) Net profit 1,582,675.3 6 1,582,675.36 9,196,913.6 9 9,196,913.69 (II) Gain and loss directly charged to owners’ equity 3,352,800.0 0 3,352,800.00 -8,289,380. 00 -8,289,380.0 0 1. Net change in fair value of financial assets available for sale 4,191,000.0 0 4,191,000.00 -10,109,000 .00 -10,109,000. 00 2. Influence from change of other owners’ equity in the investees under the equity method 3. Influence from the income tax charged to the owners’ equity -838,200.00 -838,200.00 1,819,620.0 0 1,819,620.00 4. Others Subtotal of the above (I) and (II) 3,352,800.0 0 1,582,675.3 6 4,935,475.36 -8,289,380. 00 9,196,913.6 9 907,533.69 (III) Owners’ input and decrease of capital34 1. Capital invested by the owners 2. Amount of payment for shares charged to owners’ equity 3. Others (IV) Retained earnings -24,931,799 .90 -24,931,799. 90 -24,931,799 .90 -24,931,799. 90 1. Provision of surplus reserve 2. Distribution to the owners (or shareholders) -24,931,799 .90 -24,931,799. 90 -24,931,799 .90 -24,931,799. 90 3. Others (V) Internal carry-over of owners’ equity 1. Conversion of capital reserve into capital (or capital stock) 2. Conversion of surplus reserve into capital (or capital stock) 3. Loss made up with surplus reserve 4. Others IV. Ending balance of the report year 249,317,99 9.00 196,434,43 2.65 109,362,34 0.60 48,091,431. 67 603,206,203. 92 249,317,99 9.00 195,033,75 2.65 103,575,02 4.27 28,551,622. 94 576,478,398. 8635 II. Notes to the Accounting Statements (I) Declaration on Adherence to the Accounting Standards for Enterprises The financial statements the Company has prepared comply with the Accounting Standards for Enterprises–Basic Standards and other accounting standards, have truly and completely reflected the Company’s financial position and the consolidated financial position as at June 30, 2009 and the concerned information, such as the operation result and the consolidated operation result of the first half year of 2009 as well as the cash flow and the consolidated cash flow of the first half year of 2009. (II) Accounting policies The Company’s financial statements are based on the assumption of continuous operation and have been recognized and measured according to the actually incurred transactions and matters pursuant with the Accounting Standards for Enterprises–Basic Standards and other accounting standards promulgated by the Ministry of Finance of the People’s Republic of China. The financial statements have been prepared on this basis. (III) Principal Accounting Policies, Accounting Estimate and Previous Errors 1. Fiscal Year The Company uses the calendar year for its fiscal year which is from January 1 to December 31. 2. Recording Currency The Company uses Renminbi as the recording currency. 3. Bookkeeping basis and measurement attribution The Company takes the accrual system as the bookkeeping basis and usually takes the historical cost as the measurement attribution; when the amount of the accounting elements as determined comply with the accounting standards for enterprises and can be reliably measured, the replacement cost, the net realizable value, present value and fair value may be used for measurement. 4. Recognition of Cash Equivalent Cash equivalent refers to the investment held by the Company with short term (due within 3 months from the purchase date), strong liquidity and low risk of value fluctuation that is easy to be converted into cash of known amount. 5. Foreign Currency Translation The foreign currency is converted into the recording currency based on the spot rate of the transaction day (which is the average price of the exchange rates published by the People’s Bank of China on the very day) in the initial recognition. For the foreign currency based items on the balance sheet day, the spot rate on the balance sheet day is used for conversion. The exchange margin arising from therefrom is charged to the current gain and loss according to the Accounting Standards for Enterprises No. 17 – Borrowing Expenses except capitalization of the exchange margin arising from borrowings in foreign currency in connection with the assets which comply with the capitalization conditions in purchase, construction or production. The non-monetary items in foreign currency measured based on the historical cost are converted based on the rate of the transaction day without change of the amount of the functional currency for bookkeeping. The non-monetary items in foreign currency measured based on the fair value are translated based on the exchange rate of the day when the fair value is determined and the exchange margin arising therefrom is charged to the current gain and loss or capital reserve. 6. Financial Assets and Financial Liabilities (1) Classification of Financial Assets and Financial Liabilities The Company classifies the acquired financial assets or the borne financial liabilities into the following types at the time of initial recognition based on its own business characteristics and risk management requirements: ① Financial assets that are measured at fair value and changes in the value are charged to current gain and loss or financial liabilities;② Held to maturity36 investments;③ Loans and accounts receivable; ④ Available-for-sale financial assets;⑤ Other financial liabilities; (2) Recognition Basis and Measurement Method of Financial Assets and Financial Liabilities When the Company becomes a party to a financial instrument contract, a financial asset or liability is recognized. A financial asset or liability is measured based on the fair value when it is recognized initially. A financial asset or liability is measured based on the fair value when it is recognized initially; For the financial assets or liabilities which are measured based on the fair value and whose change is charged to the current gain and loss, the relevant transaction fee is directly charged to the current gain and loss; for other types of financial assets, the relevant transaction fee is charged to the amount as initially determined. The follow-up measurement method for financial assets and financial liabilities mainly includes: ① The financial assets and financial liabilities are measured based on the fair value and their change is charged to the current gain and loss and the follow-up measurement is made based on the fair value and the realized and unrealized gains and losses are charged to the current gain and loss. ② For the held-to-maturity investment and accounts receivable, actual interest rate method is used and it is measured based on the amortized cost; The gain or loss arising from termination of the final recognition, impairment or amortization are all charged to the current gain and loss. ③ Financial assets available for sale undergo follow-up measurement according to the fair value; the gain or loss formed from change in the fair value is directly charged to the owner’s equity with loss from impairment and exchange gain and loss formed from monetary assets in foreign currency exclusive; is transferred out when the recognition of the financial asset is terminated and charged to the current gain and loss. ④ However, the equity instrument investment active in the market but without quotation whose fair value cannot be reliably measured and the derivative financial assets which is linked with such equity instrument and settled through delivery of such equity instrument is measured based on the cost. ⑤ Follow-up measurement is made for the other financial liabilities based on the amortized cost. The following cases are exclusive: A. The derivative financial liabilities linked with the equity instruments which are active in the market but without quotation and whose fair value cannot be reliably measured and settled by delivering that equity instrument are measured according to the cost. B. For the financial guarantee contract of the financial liabilities which are not designated for measurement based on the fair value and whose change is charged to the current gain and loss, or for the loan commitment of loan which is not designated for measurement based on the fair value and whose change is charged to the current gain and loss with the interest rate lower than that of the market; the follow-up measurement is made based on the higher of the following two amounts after initial recognition: a. the amount determined according to the Accounting Standard for Enterprises No. 13 – Contingencies; b. the balance of the initially recognized amount less the accumulative amortized amount determined according to the principle as specified in the Accounting Standards for Enterprises No. 14 – Income. (3) Determination of the fair value of the principal financial asset and liability For a financial asset or liability active in the market, its fair value is determined based on the37 quotation of the active market. For the financial asset or liability not existing in the active market, the fair value is determined by means of value estimation technique. (4) Recognition and measurement of the transfer of financial assets In case the Company has transferred almost all the risks and rewards in connection with the ownership of a financial asset to the transferee, the financial asset shall no longer be recognized. In case Company retains almost all the risks and rewards in connection with the ownership of a financial asset, the financial asset to be transferred shall be further recognized and the received valuable consideration shall be recognized as a financial liability. In case the Company has neither transferred nor retained any risks and rewards in connection with the ownership of a financial asset, it shall be handled respectively based on the following cases: (1) In case the control over the financial asset has been given up, the financial asset shall be no longer recognized. (2) In case the control over the financial asset has not been given up, the relevant financial asset shall be recognized according to the level of continuous involvement in transfer of the financial asset and the concerned liability shall be correspondingly recognized. In case overall transfer of a financial asset satisfies the condition for recognition, the balance between the following two amounts shall be charged to the current gain and loss: (1) Book value of the financial asset transferred; (2) Sum of the valuable consideration received due to the transfer plus the accumulative amount of the change of fair value which was initially directly charged to the owner’s equity. In case transfer of partial financial asset satisfies the condition for terminating the recognition, the book value of overall transfer of financial assets is amortized between the part being terminated for recognition and that not being terminated for recognition according to their respective relevant valuable consideration and the discrepancy between the following two amounts is charged to the current gain and loss. (1) Part of the book value being terminated for recognition. (2) Sum of the valuable consideration of the part being terminated for recognition and the amount corresponding to the part being terminated for recognition in the accumulative amount with change of the fair value directly charged to the owner’s equity. (5) Impairment test and provision for impairment of financial assets ① Scope of the provision for impairment of financial assets and the objective evidence of impairment The Company conducts inspection over the book value of the financial assets other than the financial assets measured based on fair value and whose change is charged to the current gain and loss on the balance sheet day; and provides reserve when objective evidence shows that such financial assets experiences impairment. Objective evidence which shows impairment of financial assets incurred refers to the items which actually incur after the initial recognition of financial assets, have influence upon the future predicted cash flow of such financial assets while the enterprise can make reliable measurement on such influence. ② Impairment test and provision for impairment of financial assets A. Financial asset measured at amortized cost In case there is objective evidence showing that the financial asset experiences impairment, the book value of such financial asset is reduced to the present value of the predictable future cash flow (excluding the future credit loss not yet incurred), the reduced amount is charged to the current gain and loss. The present value of the predicted future cash flow is determined based on the original actual interest rate discount of the financial asset with consideration of the value of the relevant collateral. Impairment test is conducted on individual financial assets with individual amount over RMB38 500,000.00 (with RMB 500,000.00). In case there is objective evidence showing that impairment has actually incurred, loss of impairment is recognized and charged to the current gain and loss. For a financial asset with not so big amount in single item, impairment test is made in the financial asset combination with similar credit risk characteristics or impairment test is conducted individually. For a financial asset which has not been involved in impairment in separate test (including financial assets with big or not so big amount in single item), the impairment test is made in the financial assets combination with similar credit risk characteristics. Financial assets whose loss from impairment has been recognized do not include the financial assets with similar credit risk characteristics for which impairment test is made in the combination. For the financial assets measured based on the amortized cost, after the loss from impairment has been recognized, in case there is objective evidence showing that the value of such financial asset has been recovered while it has something to do objectively with the matter occurred after the loss has been recognized, the loss from impairment as previously recognized shall be reversed and charged to the current gain and loss. However, the book value after the reversal does not exceed the amortized cost of the financial asset on the reversal date while it is assumed that no provision for impairment would be made. For the test for impairment of accounts receivable and the provision method, refer to “Note IV: Accounts Receivable”. B. Financial asset measured based on the cost. In case there is objective evidence showing that the financial asset has experienced impairment, the book value of the financial asset is recognized as impairment loss and charged to the current gain and loss together with the difference between the present value as determined based on the market income rate of the similar financial asset against the future cash flow discount. The impairment loss as incurred shall not be reversed once recognized. For the long term equity investment which is calculated based on the cost method in accordance with the Accounting Standards for Enterprises No. 2 – Long Term Equity Investment, and there is no quotation in the active market and the fair value cannot be reliably measured, the impairment is treated according to the above principle. C. Available-for-sale financial assets In case there is objective evidence showing that the financial asset has experienced impairment, the accumulative loss directly charged to the capital reserve and formed due to drop of the fair value is reversed and charged to the current gain and loss. The transferred out accumulated loss is the balance of the recovered principal less the cost initially acquired available-for-sale financial asset and amortized amount, the current fair value and the impairment loss originally charged to the gain and loss. 7. Accounts receivable (1) The determination criteria of bad debts The Company conducts inspection of the book value of the accounts receivable on the balance sheet day, and makes provision for impairment when there exist the following objective evidences showing that any account receivable has experienced impairment: ① A debtor is involved in serious financial difficulty; ② A debtor has breached contract (such as default in payment of interest or principal and overdue, etc.) ③ Debtor may be highly possible to be involved in bankruptcy or other financial reorganization; ④ Other objective basis which shows impairment of accounts receivable. (2) Provision for Bad Debts On the balance sheet day, the Company conducts separate impairment test on the accounts receivable with significant individual amount (accounts receivable with individual amount exceeding RMB 800,000.00 and other payables with individual amount exceeding RMB 500,000.00) and accounts receivable with insignificant individual amount but with greater risk based on the credit risk characteristics (accounts receivable with age exceeding 4 years). When there is objective evidence showing that impairment actually incurs, based on the balance of the present value of the future cash flow lower than the book value, loss for impairment is recognized and provision for bad debts is made. The difference between the predicted future cash flow of a short term account receivable and its present value is very small. In recognizing the loss in39 connection with impairment, its predicted future cash flow is discounted. For the accounts receivable other than the above and the accounts receivable in which no impairment has incurred after separate testing, they are grouped based on the age, loss for impairment is calculated and determined according to a certain proportion of the balance combined with the accounts receivable and provision for bad debt is made. The provision proportions for bad debts are based on the following: The Company does not make provision for bad debts for the reserve to employees and the accounts receivable from the subsidiaries within the consolidation scope. 8. Inventories: (1) Classification Inventories are divided into raw materials, easily-consumed products with low value, packing materials, commodities in stock and work-in-process. (2) Valuation of Inventories Acquired and Delivered Inventories are valuated based on the actual cost at the time of acquisition. Inventory costs include purchase cost, processing cost and other costs; they are valuated based on the weighted average or individual valuation approach at the time of reception and delivery. (3) Amortization of low-value consumption goods and packing materials Low-value consumption articles and packing materials are amortized in lump sum at the time of requisition. (4) The stock-taking system for inventories is based on the perpetual stock system. (5) Recognition and provision of reserve for price falling of inventories On the balance sheet day, inventories are measured based on the lower of the cost and the net realizable value. The net realizable value of the inventories refers to the amount of the estimated sales price of the inventory less the estimated sales costs to incur at the time of completion, sales expenses and relevant taxes, Including: ① For the inventories in stock directly for sale, including finished products, commodities and materials for sale, etc., their realizable net value is determined based on the amount of the estimated sales prices of such inventories less the estimated sales expenses and relevant taxes. ② Commodities in stock: Their net realizable value is the amount of the estimated sales price less the estimated sales expenses and relevant taxes and duties, where for FIYTA watches made by the Company itself, the net realizable value is determined based on the sales status of the current year. The proportions of the net realizable value determined based on the sales status Age Provision proportion (%) Within 1 year (with 1 year inclusive, and the following is the same) 5 1 to 2 years 10 2 to 3 years 30 Over 3 years 5040 are as follows: For the famous brand watches distributed by the Company, provision for price falling is made based on the individual inventory items. On the balance sheet day, in case the inventory cost is higher than the net realizable value, provision for price falling of inventories is made and charged to the current gain and loss. In case the factors influencing the value of previous reduced inventories have already disappeared, the reduced amount is recovered and reversed within the amount of the provision for price falling of inventories originally made, the reversed amount is charged to the current gain and loss. 9. Long-term equity investment (1) Initial measurement of long term equity investment For consolidation of enterprises under the same control, the share of the book value of the owners’ equity of the consolidatee on the consolidation day is used as the initial investment cost of the long term equity investment. For the long term equity investment acquired through consolidation of the enterprises not under the same control, initial measurement is made based on the determined consolidation costs. For the long term equity investment acquired by other means, the initial investment cost is made by classification of different ways of acquisition and based on the actually paid cash, fair value of the equity based security as issued, or the value as specified in the investment contract or agreement. Initial investment costs include the expenses, taxes and other necessary expenditures directly connected with the long term equity investment as acquired. For the long term equity investment acquired through consolidation of enterprises under the same control, the share of the book value of the owners’ equity of the consolidatee on the consolidation day is used as the initial investment cost of the long term equity investment. Difference between the initial investment cost of long term equity investment and the book value of the consolidation valuable consideration (or the total book value of the issued shares) is used to adjust the capital reserve; in case the capital reserve is not enough to be offset, the retained earnings is adjusted. Various direct expenses incurred to the consolidator during the enterprise consolidation are charged to the current gain and loss at the time of incurrence; the service charges, commissions etc. in bond issuing or other liability payment for the enterprise consolidation are charged to the initially measured amount of the issued bonds and other liabilities; service charges, commissions, etc. incurred to the equity based securities issued in enterprise consolidation are used to offset the equity based security premium income; or offset the retained earnings in case the premium income is not enough for offsetting. Sales status Net realizable value proportions (%) Commodities in long stock without any value 0 Commodities in long stock with quality problem 10 Commodities in long stock without market 20 Commodities with new design but with no market 45 Commodities with new design but ready to be eliminated 7041 For the long term equity investment acquired through consolidation of enterprises not under the same control, the consolidation costs as determined on the acquisition day is used as the initial investment cost of the long term equity investment; the consolidation costs are the fair value of the assets paid for, the liabilities incurred or borne acquisition of the control power over the party acquired on the acquisition day as well as various direct expenses incurred for the enterprise consolidation. For the enterprise consolidation realized through several times of exchange transactions in steps, the consolidation cost becomes the sum of the individual transaction costs. In case arrangement has been made for the future issues which may possibly affect consolidation costs in the consolidation contract, the amount involved in the future events possibly incurred as estimated on the acquisition day and affecting the consolidation costs is also charged to the consolidation costs if it can be reliably measured. Service charges, commissions, etc. for issuing the bond or other liability payment for enterprise consolidation are charged to the initial measurement amount of the issued bonds and other liabilities; service charges, commissions, etc. for issuing equity based security in enterprise consolidation are offset with the premium income of equity based securities; as well as to offset the retained earnings in case the premium income is not sufficient for such offsetting. (2) The follow-up measurement of the long term equity investment and the method for recognition of investment income ① For a long term equity investment in which the Company can exercise control over the investee but does not have common control over or significant influence upon the it and there is no quotation in the active market and the fair value cannot be reliably measured, the Company adopts the cost method for calculation. The long term equity investment calculated based on the cost method is price according to the initial investment cost. For the additional or recovery investment, cost of long term equity investment is adjusted. The cash dividend or profit announced by the investee for distribution is recognized as the current investment income. The investment income as recognized is only restricted in the amount of accumulated net profit distributed created after the investee has accepted the investment; the obtained profit or cash dividend which exceeds the aforesaid part is recognized as the recovery of the initial investment cost. ② The long term investment which has common control over or significant influence upon the investee, the equity method is used for calculation. For the recognizable net asset fair value share in the investee enjoyable when the initial investment cost of the long term equity investment is greater than the investment, the initial investment cost of long term equity investment shall not be adjusted. For the recognizable net asset fair value share in the investee enjoyable when the initial investment cost of the long term equity investment is smaller than the investment, its difference is charged to the current gain and loss; at the same time, the cost of long term equity investment is adjusted at the same time. After obtaining the long term equity investment calculated based on the equity method, the investment income is recognized according to the share of the net gain and loss realized by the investee which the investor should enjoy or share and the book value of the long term equity investment is adjusted. In recognizing the share enjoyable in an investee’s net gain and loss, with the fair value of the investee’s distinguishable assets, etc. as the base, according to the Company’s accounting policy and during the accounting period, offset the gain and loss of the inside transaction incurred between the associate and joint venture and calculate the part attributable to the investor (however, in case the loss from the inside transaction belongs to loss from impairment of asset, it should be recognized fully) and the net profit of the investee is recognized after adjustment. For a long term equity investment in an associate or joint venture already held before the first implementation day, in case there exists debit balance in connection with the equity investment, it is necessary to deduct the credit balance of equity investment amortized according to the straight line method for the previous remaining term and recognize the investment gain and loss. Based on the profit announced by the investee for distribution or the distributable cash dividend as worked out, the book value of the long term42 equity investment is reduced correspondingly. In determining the net loss incurred to an investee, the minimum decrease of the book value of long term equity inestment and the long term equity which has substantially composed net investment in the investee is reduced to zero with the extra loss the Company has obligation to assume exclusive. For the other change in the owner’s equity of the investee except the net gain and loss, the book value of the long term equity investment is adjusted and charged to the owner’s equity and transferred to the current gain and loss based on the corresponding proportion at the time of disposal of the investment. (3) Basis for determination of the joint control and significant influence ① The basis for determining the joint control mainly includes: any party to a joint venture cannot solely control the production and operation activities of the joint venture; a decision concerning the joint venture’s basic operation activities needs to be unanimously approved by all the parties to the joint venture, etc. ② Basis for determining significant influence mainly includes: when the Company directly holds or indirectly holds through its subsidiary over 20% (with 20% inclusive) but lower than 50% of the vote-bearing shares in an investee, it shall be determined that the Company has significant influence upon the investee unless there is explicit evidence showing that the Company is not allowed to be involved in decision making of the investee’s production and operation in such a case and shall not form significant influence upon it. In case the Company only holds below 20% (with 20% exclusive) of the vote-bearing shares in an investee, it shall not usually be regarded as having significant influence upon the investee. 10. Investment based real estate Investment based real estate includes the land use right already leased, the land use right assigned after holding and being ready for increasing value and the building already leased. The Company conducts follow-up measurement of investment based real estate by using the cost model. For the investment based real estate undergoing follow-up measurement by means of cost model, the depreciation policy and the amortization method are identical to that for the same or similar type of fixed assets and intangible assets. About the basis and method for provision for impairment, refer to “Note IV. Impairment of Assets”. 11. Fixed assets: (1) Conditions for Recognition of Fixed Assets Fixed assets refer to intangible assets held for the purpose of producing commodities, supplying labor, lease or operation and management with service life exceeding over one fiscal year. Fixed assets shall not be recognized until all the following conditions are satisfied: ① The economic benefit in connection with the fixed assets may possibly flow into the Company; ② the costs of such fixed assets can be reliably measured. (2) Classification of fixed assets and depreciation method Fixed assets are depreciated based on the composite life method. The service life, the predicted net residual value and annual depreciation rate of various fixed assets are as follows: Assets Service life Predicted residual rate (%) Annual depreciation rate (%) Housing and buildings 20 to 35 5 2.7-4.843 years Machines & equipment 10 years 5-10 9-9.5 Motor vehicles 5 years 5 19 Electronic equipment 5 years 5 19 Other equipment 5 years 5 19 For a fixed asset whose provision for impairment has been made, depreciation is provided based on its cost less the predicted net residual value, the mount after depreciation and provision for impairment and the remaining service life. For a fixed asset which has reached the predicted service status but for which the completion settlement has not been made, the cost is determined based on the estimated value and depreciation is provided; after the completion settlement is made, the previous temporarily estimated value is adjusted according to the actual cost but it is unnecessary to adjust the depreciation amount already provided. The service life, predicted net residual value and depreciation method of fixed assets are rechecked and adjusted when necessary at least at the end of each year. 12. Construction-in-progress The Company’s construction-in-progress includes building project in construction, installation works, technical innovation works, overhaul works, etc. Construction-in-progress is stated at cost. The construction in progress is charged based on the actual cost and transferred into the fixed assets after the works has reached the predicted status. 13. Intangible assets (1) Initial Measurement of Intangible Assets Intangible assets are initially measured based on the cost. (2) Follow-up Measurement of Intangible Asset ① Estimation of the service life of intangible assets For the intangible assets held or controlled by the Company and originated from the contractual rights or other statutory rights, its service life does not exceed the term of the contractual rights or other statutory rights. Contractual rights or other statutory rights are extended due to renewal of the contract when it is due while there is evidence showing that the Company does not have to pay big amount of cost for the renewal, the renewal term is charged to the service life. In case a contract or law does not specify the service life, the service life of intangible asset may be determined with reference to the historical experience or by engaging expert for verification. In case it is still impossible to reasonably determine the term in which an intangible asset may bring about economic benefit to the Company, the Company shall take the intangible asset as an intangible asset with no definite service life. ② Recheck of the service life of intangible asset The Company rechecks the service life of and amortization method for intangible asset at least at the end of every year. Adjustment is made when necessary. ③ Amortization of intangible assets For an intangible asset with limited service life, the Company amortizes it in stages by means of straight line method within the predicted service life commencing from the very month of acquisition. No amortization is made for an intangible asset with the service life indefinite but test for impairment is made at the end of each year.44 14. Research and development expenses Expenses for the Company’s internal research and development projects are divided into the expense of the research stage and that for the development stage. The expense of the research stage refers to the expense incurred in the initiative and planned survey of the Company for the purpose of acquiring and understanding the new scientific or technical knowledge. The expense in the research stage of the internal research and development project is charged to the current gain and loss at the time of incurrence. Expense in the development stage refers to the expense incurred applying the research result or other knowledge in some plan or design so as to produce new or substantially improved materials, device, products, etc. Expenses in the development stage shall not be capitalized until the following conditions are satisfied at the same time, namely, ① it is feasible technically that an intangible asset, upon completion, can be put into application or be available for sale;② there is intention for fulfilling that intangible assets and application or sales;③ the ways of intangible assets to produce economic benefit, including being able to prove that there exists market for the products produced by using such intangible assets or there exists market for intangible asset itself; in case intangible asset shall be used internally, it can be proved useful. ④ There is sufficient support in terms of technology, financial resource and other resources so as to fulfill the development of intangible asset and have the ability to use or sell such intangible assets; ⑤ Expenses attributable to the development stage of such intangible assets can be reliably measured. The development stage expense which does not satisfy the aforesaid conditions is charged to the current gain and loss at the time of incurrence. 15. Long-term expenses to be proportioned Long-term expenses to be proportioned refer to various expenses that have already incurred and shall be borne in the current and future periods with the amortization term of over 1 year (with 1 year exclusive). Long term expenses to be apportioned are entered based on the actual expenditure and are amortized based on the straight-line method within the beneficial period of the project. 16. Impairment of Assets (1) Applicable range The assets which experience impairment as described in the note mainly include the long term equity investment (excluding the long term equity investment which does not have the joint control over or significant influence upon the investee, without quotation in the active market and of which the fair value cannot be reliably measured), investment based real estate (excluding the investment based real estate measured with the fair value model), fixed asset, construction-in-progress; intangible assets (including the capitalized development expense), asset group and asset group combination, goodwill, etc. (2) Recognition of the impaired assets possibly incurred On the balance sheet day, the Company judges if there exists any sign of impairment incurred. For the intangible assets and goodwill with indefinite service life formed due to enterprise consolidation, the Company conducts impairment test every year on whether there exists the sign of impairment. In case there exist the following signs, it shows that the asset may have experienced impairment: ① The market price of asset falls greatly in the current period and the falling rate is significantly higher than the predicted falling due to pass of time or normal application; ② The environment of economy, technology or law in which the Company’ operation is involved, and the market where the asset is involved experiences currently or is going to experience in the near future so that it produces unfavorable influence upon the Company; ③ The market interest rate or other market investment return rate has been improved in the current period which affects the discount rate of the present value of the predicted future cash flow calculated by the Company, causing great drop of the asset recoverable amount;45 ④ There is evidence showing that the asset has been obsolete or substantially damaged; ⑤ An asset has been or shall be idled, terminated for application or is planned to be disposed ahead of the plan; ⑥ Evidence of the Company’s internal report shows that the economic result of an asset has been lower or shall be lower than that expected, for instance the net cash flow created by an asset or operation profit (or loss) realized is much lower (or higher) than the predicted amount, etc.; ⑦ Other evidence shows that an asset has possibly shown the sign of impairment. (3) Measurement of the Recoverable Amount of Assets In case there exists sign of impairment of the asset, its recoverable amount is estimated. The recoverable amount is determined based on the higher of the net amount of the fair value of the asset less the expense of disposal and the present value of the predicted future cash flow of the asset. (4) Recognition of the Loss from Impairment of Assets The measurement result of the recoverable amount shows that the recoverable amount of the assets is lower than the book value; the book value is reduced to the recoverable amount; the reduced amount is recognized as the loss in impairment of assets and charged to the current gain and loss; and at the same time, provision for impairment of assets is made correspondingly. After confirmation of loss from impairment of asset, the depreciation of the impaired asset or the amortization expenses shall be adjusted correspondingly in the future period so that the asset shall systematically share the book value of the asset after adjustment within the remaining service life of the asset (less the predicted net residual value). Loss from impairment of any asset, once confirmed, shall not be reversed in the following accounting period. (5) Recognition of Assets Group and Disposal of Impairment In case there is a sign showing that an asset may experience impairment, the Company estimates its recoverable amount with the individual asset as the base. In case the Company finds it difficult to estimate the recoverable amount of individual asset, the recoverable amount of the asset group is determined with the asset group attributable to that asset as the base. Determination of asset group is based on whether the principal cash flow-in produced by the asset group being independent on the cash flow-in of other asset or asset group. In case the recoverable amount of assets group or combination of assets group is lower than its book value (the headquarters’ assets and goodwill are proportioned to some assets group or assets group combination, the book value of such assets group or assets group combination should include the proportioned amount of the headquarters’ assets and goodwill) and the corresponding loss from impairment is recognized. The amount of the loss from impairment is first offset down and proportioned to the book value of the goodwill in the assets group or assets group combination, and then is offset down to the book value of other assets according to the proportions in the book value of other assets in the assets group or assets group combination except the goodwill. (6) Impairment of Goodwill For the goodwill formed from enterprise consolidation, the Company conducts impairment test at least once a fiscal year. The book value of the goodwill formed from the consolidation is apportioned to the relevant assets group according to the reasonable method commencing from the acquisition day; or apportioned to the relevant assets group combination if it is difficult to be apportioned to the relevant assets group. The relevant assets group or assets group combination is the assets group or assets group combination which can benefit from the coordination effect of the enterprise consolidation but is not greater than the report segment as determined by the Company. When impairment test is conducted for the relevant goodwill-bearing assets group or assets group combination, in case there exists sign of impairment in the assets group or assets group46 combination in connection with goodwill, it is necessary to conduct first the impairment test over the assets group or assets group combination without goodwill to calculate the recoverable amount and recognize the corresponding loss from impairment after comparison with the relevant book value; then conduct the impairment test over the goodwill-bearing assets group or assets group combination, compare the book value of these relevant assets group or assets group combination (including the book value part of the goodwill as proportioned) and its recoverable amount. In case the recoverable amount of the relevant assets group or assets group combination is lower than its book value, recognize the loss from impairment and make disposal according to the provisions concerning impairment of assets group as specified in this Note. 17. Predicted liabilities (1) Principle of recognizing the predicted liabilities The business in connection with such contingencies as external guarantee, unsettled lawsuit or arbitration, product quality assurance, staff lay-off plan, loss contract, obligation of reorganization, obligation of discarding fixed asset, etc. is recognized as liability when it is in compliance with the all following conditions: ① Such obligation is a present obligation the Company should assume; ② Implementation of such obligation may possibly cause economic loss of the enterprise.③ The amount involved in such obligation can be reliably counted. (2) Measurement of Predicted Liabilities It is predicted that the initial measurement is conducted according to the best estimated amount necessary to be paid in implementing the current obligation, with the such elements as the risks in connection with the contingent events, uncertainty and currency time value, etc. taken into comprehensive consideration. On each balance sheet day, the book value of the predicted liabilities is rechecked. In case there is conclusive evidence showing that such book value cannot reflect the current best estimated amount, adjustment is made according to the current best estimation against the book value. 18. Income (1) Recognition of Income from Sales of Commodities The come from sales of commodities is recognized on the following bases: ① when the significant risks and rewards of ownership have been transferred to the buyer;② The Company maintains neither managerial involvement to the degree usually associated with ownership, nor effective control over the goods sold;③ The amount involved can be reliably measured;④ The relevant economic benefit can highly probably flow into the Company; ⑤ The relevant costs incurred or to incur can be reliably measured. (2) Recognition of Income from Supply of Labor Services The result of transaction of supplying labor services on the balance sheet day can be reliably estimated and the income from supply of labor service is recognized based on the percentage of service completion. The Company determined the work progress of the labor service supply according to the measurement of the completed work. The Company treats the results of labor service transaction which cannot be reliably estimated on the balance sheet day respectively according to the following conditions: ① In case the labor service costs already incurred are predicted to be compensable, the income from supply of labor service is recognized according to the labor service costs already incurred and the labor service costs are carried over based on the same amount. ② In case the labor costs already incurred are predicted to be unable to get compensated, the labor costs already incurred shall be charged to the current gain and loss and not labor income shall be recognized. (3) Recognition of Income from use right of the assigned asset ① Principle for Recognition of Income from use right of the assigned asset47 Income from the use right of the assigned asset includes interest income, income from use fee, etc. and shall not be recognized until the following conditions are satisfied at the same time: A. Economic benefit in connection with the transaction can flow into the Company. B. The amount of the income can be reliably measured. ② Specific Recognition Method A. The amount of interest income is determined according to the time when others use the monetary asset of the Company and calculated according to the actual interest rate. B. Amount of income from the use fee is determined through calculation of the charging time as specified in the relevant contract or agreement and method. 19. Lease (1) Lease Classification The Company classifies leases into financing lease and operating lease commencing from the date of lease. (2) Criteria for recognition of financing lease and operating lease Financing lease is recognized in case a lease complies with one or more of the following criteria: ① Upon expiry of a lease term, the ownership of the leased asset is transferred to the lessee. ② Lessee has the option to purchase the leased asset and purchase price as ordered is predicted to be far lower than the fair value of the leased asset in exercising the option; therefore on the date of starting lease, it may be reasonably determined that the Company may exercise such option. ③ Even if the ownership of the asset is not to be transferred, the lease term shall take majority of the service life of the leased asset (which usually refers to 75% or higher). ④ The present value of the lessee’s minimum lease payment on the date of startingteh lease is almost equal to the fair value of the leased asset on the date of starting lease (which usually refers to 90% or higher). The present value of the lessor’s minimum lease income on the date of starting the lease is almost equal to the fair value of the asset on the date of starting the lease. ⑤ Leased asset with special nature can only be used by the Company (or lessee) without big improvement. Operating lease refers to the leases other than financing lease. (3) Major Accounting Treatment of Financing Lease ① Accounting Treatment of Lessee The Company (the Lessee) takes the lower of the original book value of the leased assets as of the date of starting the lease and the present value of the lowest lease payment as the entry value of the rented assets on the date of starting the lease, takes the lowest lease payment as the entry value of the long term account payable, and states the balance between the two as the unrecognized financing expenses. The expenses incurred in process of lease negotiation and execution of lease contract attributable to such initial direct expenses (the same below) as service charge, counsel fee, travel expenses, stamp duties, etc. are charged to the value of the rented asset. In calculating the present value of the minimum rental payment, the interest rate within the lessor’s lease term is used as the discount rate. Unrecognized financing expenses are calculated based on the actual interest rate within the lease period and are recognized as the current financing expense. The Company adopts the depreciation policy in compliance with the self-owned fixed assets to provide depreciation of leased assets. In case the ownership of the leased assets can be obtained when the expiry of the lease term can be reasonably determined, depreciation is provided within the service life of the leased asset. In case the ownership of the leased asset cannot be reasonably determined as being obtainable upon expiry of the lease term, depreciation of the lease asset is provided within the shorter term of the lease term and the service life of the lease asset.48 Contingent rental is charged to the current gain and loss when it actually incurs. ② Accounting Treatment of Lessor On the date of starting the lease term, the lessor takes the sum of the minimum income from the lease and the initial direct expenses on the date of starting the lease as the book entry value of the financing lease receivable and record the unsecured residual value at the same time, and recognize the minimum lease income, initial direct expense and unsecured surplus value as the unrealized financing income. Unrecognized financing income is calculated based on the actual interest rate within the lease period and are recognized as the current financing income. Contingent rental is charged to the current gain and loss when it actually incurs. (4) Major Accounting Treatment of Operating Lease The rental involved in the operating lease is recognized as the current gain and loss by the lessor and lessee in different periods within the lease period. The initial direct expenses incurred to the lessor and lessee are charged to the current gain and loss. Contingent rental is charged to the current gain and loss when it actually incurs. 20. Governmental subsidy (1) Conditions for recognition of governmental subsidy Governmental subsidy is recognized when the following conditions are all satisfied: ① The Company can satisfy the conditions for governmental subsidy;② The Company is able to receive governmental subsidy. (2) Measurement of governmental subsidy ① Governmental subsidy is measured based on the amount received or receivable if it is monetary asset;or measured based on the fair value if it is non-monetary asset; or measured based on the nominal amount (RMB 1) if the fair value cannot be reliably acquired. ② Asset related governmental subsidy is recognized as deferred income, is distributed in average over the service life of the related assets and charged to the current gain and loss. However, the governmental subsidy measured based on the nominal amount is directly charged to the current gain and loss, the income related governmental subsidy is disposed separately according to the specific conditions; that used to compensate the Company’s relevant expense or loss in the future is recognized as deferred income and charged to the current gain and loss during the period for recognition of the relevant expenses; that used to compensate the Company’s relevant expenses or loss already incurred is directly charged to the current gain and loss. ③ The governmental subsidy already determined as necessary to be refunded is disposed separately according to the specific conditions. If there is the deferred income concerned, the book balance of the deferred income shall be offset against, but the excessive part shall be charged to the current profits and losses; and If there is no deferred income concerned , it shall be directly charged to the current profits and losses. 21. Income Tax (1) Accounting treatment of income tax The Company adopts the balance sheet liability approach to calculate the income tax. (2) Temporary discrepancy Temporary discrepancy includes the margin between the book value of assets and liabilities and the taxation base as well as the margin between the book value of the items which have not been recognized as assets and liabilities but can be determined as the taxation base according to the tax law and the taxation base. Temporary discrepancy is classified into taxable temporary discrepancy and offsetable temporary discrepancy.49 (3) Recognized deferred income tax asset For the offsetable temporary discrepancy which can offset loss and taxes in the year following the carry-over, the Company may highly possibly only use the future taxable income which can be used for offsetting the offsetable temporary discrepancy, offsettable loss and tax offsetting to recognize the deferred income tax asset arising therefrom unless the offsetable temporary discrepancy is generated from the following transactions: ① Such transaction is not enterprise consolidation while occurrence of such transaction shall neither affect the accounting profit nor influence the taxable income; ② For the offsetable temporary discrepancy in connection with the investment in the subsidiaries, joint ventures and associates, the corresponding deferred income tax asset is recognized when all the following conditions are satisfied: Temporary discrepancy may be highly possibly carried back in the foreseeable future while the taxable income may be highly possibly acquired for offsetting the offsetable temporary discrepancy in future. (4) Recognition of Deferred Income Tax Liabilities All the taxable temporary discrepancy is based on recognition of the deferred income tax liabilities unless the taxable temporary discrepancy is produced from the following transactions: ① Initial recognition of goodwill or initial recognition of the assets or liabilities arising from the transactions with the following characteristics; such transaction is not enterprise consolidation and neither affect accounting profit nor taxable income when such transaction occurs. ② For the taxable temporary discrepancy in connection with investment in any subsidiary, joint venture or associate, the reversal time of such temporary discrepancy can be controlled while such temporary discrepancy cannot be possibly reversed in the foreseeable future. (5) Impairment of Deferred Income Tax Assets On the balance sheet day, it is necessary to recheck the book value of the deferred income tax asset. Should it be impossible to obtain sufficient taxable income to offset the interest of the deferred income tax asset in future, the book value of the deferred income tax asset should be reduced. Except the deferred income tax asset which was charged to the owner’s equity at the previous recognition, the reduced amount should also be charged to the owner’s equity, the others should be charged to the current income tax expense. When sufficient taxable income can possibly be obtained, the reduced deferred income tax may be recovered from the book value of the self-made products. 22. Segment Report The Company adopts the business segment as the principal report form. 23. Enterprise Consolidation and Consolidated Financial Statements For the principal accounting policy for the enterprise consolidation and consolidated financial statements, refer to Note VI. (IV) Taxes 1 Value-added tax The Company and its subsidiaries are general VAT payers and the taxable VAT is the balance of the current output VAT less the offsetable input VAT and the output VAT rate is 17%. 2. Business Tax The Company and its subsidiaries pays business tax at the rate of 5% of the housing rental income, income from offering labor service and the income from use of the assigned assets. 3. Consumption tax For the imported or self-made high-grade watches, the Company and its subsidiaries pay consumption tax based on 20% of the taxation base. 4. City maintenance & construction tax and education surcharge50 Except the Company and its subsidiaries located in Shenzhen that pay city maintenance & construction tax based on 1% of the turnover tax and education surcharge at 3% in Shenzhen according to the Regulations on Several Issues in Connection with Taxation Policy in Shenzhen Special Economic Zone (Document of Shenzhen Municipal People’s Government SHEN FU [1988] No. 232), the branches and subsidiaries located outside Shenzhen pay the respective taxes at the rates as specified by the local authorities. 5. Enterprise income tax The Company and its Subsidiaries Income tax rate of the previous year Income tax rate of the report year The Company 18% 20%② Shenzhen Harmony World Watches Center Co., Ltd. (Harmony) 18% 20%② Shenzhen FIYTA Sophisticated Timepieces Manufacture Co., Ltd. (the Manufacture Co.) 18% 20%② Shenzhen World Watches Center Co., Ltd. (World Watches Center) 18% 20%② Xi’an Haomen Restaurants & Recreation Co., Ltd. (Haomen) 25% 25%③ FIYTA (Hong Kong) Limited (FIYTA Hong Kong) 16.5% 16.5%① Xi’an Chengheng Industrial Co., Ltd. (Xi’an Chengheng) 25% 25%③ Shenzhen Feijing Sophisticated Optical Instruments Manufacture Co., Ltd. (Feijing) 18% 20%② Beijing Henglianda Timepieces Co., Ltd. (Henglianda) 25% 25%③ Kunming Lishan Department Store Co., Ltd. (Lishan Department Store) 25% 25%③ Harbin World Watches Distribution Co., Ltd. (Harbin Co.) 25% 25%③ Note ① : The registration place of FIYTA Hong Kong Limited is Hong Kong and its applicable profit tax rate in the report year is 16.5%. ② In accordance with the Circular of the State Council on Implementation of the Transitional Preferential Policy for Enterprise income tax (GUO FA (2007) No. 39), the enterprises previously enjoyed 15% of the enterprise income tax rate would implement 20% in 2009. ③ In accordance with the Enterprise Income Tax Law of the People’s Republic of China, the resident and enterprise income tax rate is 25% commencing from January 1, 2008. 6. Real estate tax According to Article 5 of the Circular of Shenzhen Local Tax Bureau on Printing and Issuing the Questions and Answers on a Number of Policies on Use of Real Estate Tax and Vehicle and Vessel Use Tax, a production operator should pay real estate tax based on 70% of the cost of the real estate at the tax rate of 1.2%. For the properties located in Shenzhen, the Company pays the real estate tax according to the tax rate as specified in the aforesaid circular. For the properties located in other cities, the real estate tax is paid based on the rates specified by the respective local authorities. (V) Enterprise Consolidation and Consolidated Financial Statements 1. Enterprise Consolidation (1) Consolidation of Enterprises under the Same Control51 ① Specification on Consolidation of Enterprises under Same Control The judgment basis for consolidation of enterprises under the same control include: ① The parties to the consolidation are all eventually controlled by the Group Company before and after the consolidation; ② Before consolidation, the parties to the consolidation have been controlled by the Group Company usually for over 1 year (with 1 year inclusive). After the consolidation, the reporting principal as formed has also been controlled by the Group Company for over 1 year (with 1 year inclusive). When all the above two conditions are satisfied, the Company specifies the consolidation of the enterprises under the same control. ② Basis for determination of the consolidation day Consolidation day refers to the date when the Company actually obtains the control power over the consolidatee; namely the date when the consolidatee’s net assets or the control power for production and operation decision making is transferred to the Company. The realization of the control power transfer is recognized when all the following conditions are satisfied. A. The enterprise consolidation agreement has been approved by the general meeting. B. The enterprise consolidation has been approved by the authority in charge if such consolidation is subject to substantial approval by the concerned department of the state. C. All the parties to the consolidation have handled the necessary procedures of property handing over. D. The Company has paid the majority of the consolidation consideration (which usually should exceed 50%) and is able to pay the balance amount. E. The Company has practically controlled the consolidatee’s financial and operation policy, and enjoys the corresponding interests and assumes risks. ③ Determination of Consolidation Costs The asset and liability obtained from the enterprise consolidation should be measured based on the book value of the consolidating party on the date of consolidation. The difference between the book value of net asset, the book value of the valuable consideration from the consolidation as paid obtained by the consolidating party and the total book value of the issued shares is used to adjust the capital reserve; in case the capital reserve is not enough to be offset, the retained earnings is adjusted. ④ Method for Disposal of Consolidation Expenses Various direct expenses incurred in consolidation, including audit, appraisal, law service, etc. paid for consolidation are charged to the current gain and loss at the time of incurrence. Service charges, commissions, etc. paid for the bonds issued or other liabilities assumed for the consolidation, are charged to the amount initially measured for the issued bonds and other liabilities. Such expenses as service charge, commissions, etc. incurred for issuing equity based securities in process of consolidation are used to offset the premium income of the equity based securities; and further offset the retained earnings in case the premium income is not sufficient for offsetting. (2) Enterprise consolidation not under the same control ① Basic information of the enterprises involved in consolidation For the detail about the basic information of the enterprises involved in the consolidation, the consolidation costs and expenses, refer to Note VI.2. ② Definition of consolidation of the enterprises not under the same control Consolidation of a party not under the same control refers to an enterprise involved in consolidation is not under the same eventual control by one party or more before and after consolidation. In consolidation of the enterprises not under the same control, the party that has acquired the control power over the other enterprises involved in the consolidation refers to the purchaser (which refers to the Company) and the other enterprise(s) involved in the consolidation is/are the purchasee. ③ Basis for determination of the purchase date Purchase date refers to the date when the Company actually acquires the control power over the purchasee, i.e. the day when the purchasee transfers the buyer’s net assets or production and52 operation decision making control power to the Company. The basis for determining the purchase date is the same as that for determining the consolidation day. ④ Determination of Consolidation Costs The consolidation cost consists of the fair value of the assets paid, liabilities incurred or assumed and the issued equity based securities for the purpose of acquisition of the control power over the purchasee and expenses directly in connection with the consolidation on the acquisition day. For the enterprise consolidation realized through several times of exchange transactions in steps, the consolidation cost becomes the sum of the individual transaction costs. In case there is no specific provisions on the future event which may affect the consolidation cost in the consolidation contract, on the acquisition day, if the estimated future event may possibly happen and the amount affecting the consolidation cost can be reliably measured, it is also charged to the consolidation cost. The distinguishable assets, liabilities or contingent liabilities acquired from the purchasee in process of consolidation of the enterprise not under the same control are measured based on the fair value on the acquisition day. The difference in amount of the consolidation cost greater than the fair value share of the recognizable net asset is recognized as goodwill. In case the consolidation cost is less than the share of the faire value of the purchasee’s distinguishable net assets, the Company first of all rechecks the fair value of the purchasee’s various distinguishable assets, liabilities or contingent liabilities and measurement of the consolidation costs. In case the consolidation cost is still smaller than the share of the fair value of the purchasee’s distinguishable net assets acquired in the consolidation after the recheck, its difference in amount is charged to the current gain and loss. ⑤ Method for Disposal of Consolidation Expenses Various direct expenses incurred in consolidation, including audit, appraisal, law service, etc. paid for consolidation are charged to the enterprise consolidation costs at the time of incurrence. Service charges, commissions, etc. paid for the bonds issued or other liabilities assumed for the consolidation, are charged to the amount initially measured for the issued bonds and other liabilities. Such expenses as service charge, commissions, etc. incurred for issuing equity based securities in process of consolidation are used to offset the premium income of the equity based securities; and further offset the retained earnings in case the premium income is not sufficient for offsetting. ⑥ Amount of goodwill and the method for determination Goodwill is the difference in amount of the consolidation cost greater than the fair value share of the recognizable net asset. For the disclosure of goodwill, refer to Note VII. 23. ⑦ Book value and fair value of the consolidation cost and the method for determination of the fair value To facilitate the accounting calculation, the book value of the consolidation day is regarded as the book value of the end of the very month of consolidation. The method for determining the book fair value on the consolidation date is as follows: A. Monetary fund is determined based on the book balance on the acquisition day. B. Accounts receivable, where for the short term accounts receivable, the amount receivable is usually taken as the fair value; for the long term accounts receivable, the fair value is determined based on the present value after the proper discount of interest rate. In determining the fair value of the accounts receivable, it is necessary to take the possibility of incurrence of the bad debt and relevant collection expenses into consideration. C. Inventories For the finished products and commodities, it is determined based on the estimated sales price less the estimated sales expenses, relevant taxes and the profit possibly53 realized in sales of the similar finished product or commodities. For the product in process, it is determined based on the estimated sales price les the costs to incur up to the completion of the work, estimated sales expenses, relevant taxes and the profit possibly to be realized as estimated on the basis of the same or similar products; for the raw materials, it is determined based on the prevailing replacement costs. D. Housing and buildings, machines and equipment, other long term assets. Their fair value is determined based on the market price of the acquisition day as long as there exists active market. If there does not exist active market but the same or similar type of asset has active market, the fair value is determined by reference to the market price of the same or similar type of the asset. In case there exists no active market for the same or similar type of asset, the value estimation technique is used to determine its fair value. E. For the fair value of the liabilities incurred or to be assumed due to enterprise consolidation, the present value of the future cash flow suitable for the interest rate calculation is used as its fair value. ⑧ The book value and the fair value of the purchasee’s various distinguishable assets and liabilities of the balance sheet day of the previous accounting period and the acquisition day. For the detail about the book value and the fair value of the purchasee’s various distinguishable assets and liabilities of the balance sheet day of the previous accounting period and the acquisition day, refer to Note VI. 2(1). ⑨ The consolidatee’s financial information For the purchasee’s income, net profit, cash flow, etc. from the purchase day to the end of the report period, refer to Note VI. 2 (1). (3) Absorption and Consolidation When the Company experiences absorption and consolidation, the method for determination of the entry value of the assets and liabilities acquired from the consolidation is as follows: ① For the absorption and consolidation of an enterprise under the same control, the Company enters the assets and liabilities as acquired on the consolidation day based on the consolidatee’s original book value of the relevant assets and liabilities. If the accounting policy adopted by the consolidatee is inconsistent with that adopted by the Company, the Company makes adjustment of the book value of the consolidatee’s relevant assets and liabilities according to the Company’s accounting policy based on the principle of importance and determines the entry value of the assets and liabilities acquired from the consolidation on this basis. ② Absorption and consolidation of the enterprise not under the same control The Company recognizes various distinguishable assets and liabilities in compliance with the recognized conditions as acquired from the consolidation on the acquisition day as the Company’s assets and liabilities based on their fair value. 2. Consolidated Financial Statements (1) Consolidation range ① Recognition principle The consolidation scope of consolidated financial statements is determined based on control. Control means that the Company is entitled to determine the investees’ financial and operation policies and obtain interests from the operation activities of the investees. The Company brings all the investees whose total vote-bearing capital is held by the Company by over 50% (within 50% inclusive) or below 50% but is under the substantial control by the Company into the consolidation scope. ② Change in the consolidation scope There was no change in the consolidation scope in the report period. (2) Method of preparing the consolidated financial statements ① Method of preparing the consolidated financial statements54 The consolidated financial statements are based on the financial statements of the parent company and the subsidiaries in the consolidation scope and have been prepared according to other relevant information, and adjustment of the long term equity investment in the subsidiaries according to the equity method after offsetting the parent company’s equity based capital investment and the share in the owner’s equity of the subsidiaries held by the parent company and significant transactions inside the Company and the internal dealings. Minority shareholders’ equity In the consolidated balance sheet, the owner’s equity is presented as “minority shareholders’ equity”. Minority shareholders’ equity In the consolidated statement of profit, net profit is presented as “minority shareholders’ income”. ② Method for treatment of the increase or disposal of the subsidiaries in the report period In the report period, the parent company consolidate the increased subsidiaries due to the enterprises under the same control. In preparation and consolidation of balance sheet, it is necessary adjust the opening balance of the consolidated balance sheet. For consolidating the increased subsidiaries not due to the enterprises under the same control, in preparation and consolidation of balance sheet, it is unnecessary to adjust the opening balance of the consolidated balance sheet. For the subsidiaries disposed in the report period, the Company did not adjust the opening balance of the balance sheet in preparing its consolidated balance sheet. For the increased subsidiaries through consolidation of the enterprises under the same control in the report period, the parent company consolidates the income, expenses and profit to the consolidated statement of profit of such subsidiaries from the beginning to the end of the period. For the increased subsidiaries through consolidation of the enterprises not under the same control, the parent company consolidates the income, expenses and profit to the consolidated statement of profit of such subsidiaries from the date of acquisition of the subsidiaries to the end of the report period. For the subsidiaries disposed in the report period, the parent company consolidates the income, expenses and profit to the consolidated statement of profit of such subsidiaries from the beginning of the report period to the date of disposal. For the increased subsidiaries through consolidation of the enterprises under the same control in the report period, the parent company consolidates the cash flow to the consolidated statement of cash flow from the beginning to the end of the period. For the increased subsidiaries through consolidation of the enterprises not under the same control, the parent company consolidates the cash flow to the consolidated statement of cash flow of such subsidiaries from the date of acquisition of the subsidiaries to the end of the report period. For the subsidiaries disposed in the report period, the parent company consolidates the cash flow of such subsidiaries to the consolidated statement of cash flow from the beginning of the report period to the date of disposal. ③ The Accounting Policy of the Parent Company and Subsidiaries and the Different Treatment Methods during the Accounting Period In case the accounting policy or fiscal term adopted by the subsidiaries and the Company are not identical during the accounting period in preparation of the consolidated financial statements, consolidation is made after necessary adjustment of the subsidiaries’ financial statements in terms of the Company’s accounting policy or fiscal term; Or subsidiaries are required to prepare separate financial statements according to the parent company’s accounting policy and the accounting term. ④ Foreign Currency Translation The Company translates the financial statements expressed in foreign currency into financial statements expressed in Renminbi according to the following provisions. The assets and liabilities in the balance sheet have been translated based on the spot rate on the balance sheet day. For the owner’s equity type items, except the item of “retained earnings”, the other items are translated based on the spot exchange rate at the time of incurrence. The income and expense items in the statement of profit are translated based on the current55 average exchange rate on the date of transaction. The converted difference in the financial statements expressed in foreign currency produced from the translation according to the aforesaid method is separately presented under the owner’s equity item in the balance sheet. The cash flow statement expressed in foreign currency is translated based on the spot exchange rate on the date of cash flow incurrence. The amount affected by the change of exchange rate upon cash is used as the adjustment item and is separately presented in the cash flow statement. (3) Minority shareholders’ equity Subsidiaries Ending balance Opening balance Harmony 7,608,567.34 7,169,190.85 World Watches Center 1,400,000.00 1,400,000.00 Total 9,008,567.34 8,569,190.85 (VI) Notes to the principal items on the consolidated statements The following noted items refer to the balance of the items in the consolidated financial statements at the beginning of the period as at December 31, 2008 and refer to the balance of the items of the consolidated financial statements at the end of the period as at June 30, 2009. The amount of the report period refers to the amount incurred in the items of the consolidated financial statements from January to June 2009; the amount in the same period of the previous year refers to the amount incurred in the items of the consolidated financial statements from January to June, 2008. a) Monetary funds 2. Accounts receivable (1) Accounts receivable presented based on categories Items Currency Ending balance Opening balance Original currency Excha nge rate Conversion in RMB Original currency Exchan ge rate Conversion in RMB Cash on hand RMB 566,481.31 1.00 566,481.31 248,851.22 1.00 248,851.22 HK$ 8,639.81 0.88 7,615.99 0.51 0.88 0.44 US$ 2,061.72 6.83 14,085.46 2,061.72 6.83 14,091.03 Euro 6,348.00 9.64 61,199.79 2703 9.66 26,108.28 Pound sterling 110.00 11.34 1,247.17 110 9.88 1,086.78 Swiss Franc 3,150.00 6.31 19,887.21 3,150.00 6.38 20,102.36 Singapore dollars 5,000.00 4.72 23,610.50 5,000.00 4.76 23,808.00 Sub-total 694,127.43 334,048.11 Bank deposit RMB 98,123,793.72 1.00 98,123,793.72 104,413,688.13 1.00 104,413,688.13 HK$ 2,375,651.81 0.88 2,094,137.07 1,501,447.07 0.88 1,324,126.17 US$ 274,940.25 6.83 1,848,275.20 283,930.67 6.83 1,940,552.56 Sub-total 102,066,205.99 107,678,366.86 Other Monetary Funds RMB 303,512.76 1.00 303,512.76 221,380.76 1.00 221,380.76 Total 103,063,846.18 108,233,795.7356 Items Ending balance Book balance Proportion (%) Provision for bad debts Book value Accounts receivable with significant single amount 59,999,423.75 36.85 12,906,198.95 47,093,224.80 Accounts receivable with insignificant single amounts but the grouping has big risk after grouping based on the credit risk characteristics. 29,902,314.55 18.37 29,081,558.48 820,756.17 Other insignificant receivables 72,897,391.84 44.78 1,392,767.87 71,504,623.97 Total 162,799,130.14 100.00 43,380,525.30 119,418,604.84 Continued Items Opening balance Book balance Proportion (%) Provision for bad debts Book value Accounts receivable with significant single amount 61,219,428.26 42.54 12,906,198.95 48,313,229.31 Accounts receivable with insignificant single amounts but the grouping has big risk after grouping based on the credit risk characteristics. 29,837,240.27 20.73 29,081,558.48 755,681.79 Other insignificant receivables 52,864,526.42 36.73 1,392,767.87 51,471,758.55 Total 143,921,194.95 100.00 43,380,525.30 100,540,669.6 5 (2) Accounts receivable presented based on ages Age Opening balance Amount Proportion (%) Provision for bad debts Within a year 100,286,297.68 69.68 1,394,093.22 1 to 2 years 956,934.60 0.66 69,660.46 2 to 3 years 1,427,770.09 0.99 713,885.05 Over 3 years 41,250,192.58 28.67 41,202,886.57 Total 143,921,194.95 100.00 43,380,525.30 Age Ending balance Amount Proportion (%) Provision for bad debts Within a year 118,955,062.51 73.07 1,394,093.22 1 to 2 years 714,481.24 0.44 69,660.46 2 to 3 years 1,617,202.48 0.99 713,885.05 Over 3 years 41,512,383.91 25.50 41,202,886.57 Total 162,799,130.14 100.00 43,380,525.3057 (3) Top 5 debtors of the accounts receivable at the end of the report period Debtors Ending balance Proportion in the total accounts receivable (%) Outstanding years Shenzhen Wanxiangcheng 4,046,083.15 2.49 Within a year DAYA BAY NUCLEAR POWER OPERATIONS AND MANAGEMENT CO., LTD. 2,626,598.21 1.61 Within a year Xi'An Golden Eagle International Shopping Center 2,375,212.03 1.46 1 年以内 Heilongjiang Jinan Europe Plaza Development Co., Ltd. 2,150,099.22 1.32 Within a year BEIJING URBAN-RURAL TRADE CENTRE CO., LTD 2,033,710.15 1.25 Over 3 years Total 13,231,702.76 8.13 (4) The ending balance of the accounts receivable includes the amount receivable from the related parties is RMB 2,228,832.27, taking 1.37% of the total accounts receivable. (5) Increase of the ending balance of the accounts receivable over the opening balance amounting to RMB 18,877,935.19 is mainly due to increase of the sales of the current year. 3. Advance to Suppliers (1) Statement of advance to suppliers Age Ending balance Opening balance Amount Proportion (%) Amount Proportion (%) Within a year 9,033,919.24 70.53 20,592,356.86 99.13 1 to 2 years 3,775,116.40 29.47 180,060.00 0.87 Total 12,809,035.64 100.00 20,772,416.86 100.00 Note: ① The advance to suppliers with age exceeding 1 year at the year end was mainly the design consulting fee for the counters in shopping center unsettled in Harmony. (2) Statement of the advance to supplier with bigger amount Debtors Ending balance Description MONTRES CHOURIEF S.A. 4,115,439.87 Advance for purchase of watches YiTian (Guangzhou) Design Co. 1,273,981.56 Down Payment for decoration design Shanghai Haoshi Decoration Design Engineering Co., Ltd. 813,880.00 Down Payment for decoration design Shanghai Kaichang Decoration Engineering Co., Ltd. 563,700.00 Down Payment for decoration design Shenzhen Nanshan Bogao Exhibition Furniture Products Factory 500,000.00 Down Payment for decoration design Xi’an Zhongde Buidling Decoration Engineering Co., Ltd. 469,055.00 Down Payment for decoration design (3) In the advance to suppliers at the end of the report year, there was none to any shareholder holding over 5% (with 5% inclusive) of the Company’s vote-bearing shares.58 4. Other receivables (1) Other receivables presented based on categories Items Opening balance Book Balance Proporti on (%) Provision for bad debts Book value Other receivables with significant individual amount 18,159,32 7.42 61.43 9,601,280. 98 8,558,046.4 4 Other receivables with insignificant amount but bigger risk of the combination after combination based on the credit risk characteristics 1,370,256. 63 4.64 1,370,256. 63 0.00 Other receivables with insignificant amount 10,029,51 0.06 33.93 387,596.2 0 9,641,913.8 6 Total 29,559,09 4.11 100.00 11,359,13 3.81 18,199,960. 30 (continued) Items Ending balance Book Balance Proporti on (%) Provision for bad debts Book value Other receivables with significant individual amount 19,834,73 8.09 64.18 9,601,280. 98 10,233,457. 11 Other receivables with insignificant amount but bigger risk of the combination after combination based on the credit risk characteristics 1,370,256. 63 4.43 1,370,256. 63 - Other receivables with insignificant amount 9,701,785. 25 31.39 387,596.2 0 9,314,189.0 5 Total 30,906,77 9.97 100.00 11,359,13 3.81 19,547,646. 16 (2) Other receivables presented based on ages Age Opening balance Amount Proportion (%) Provision for bad debts Within a year 12,372,850.42 41.86 357,762.64 1 to 2 years 4,145,326.01 14.02 451,121.16 2 to 3 years 226,382.47 0.77 15,238.75 Over 3 years 12,814,535.21 43.35 10,535,011.2659 Age Opening balance Amount Proportion (%) Provision for bad debts Total 29,559,094.11 100.00 11,359,133.81 (continued) Age Ending balance Amount Proportion (%) Provision for bad debts Within a year 12,472,959.7 5 40.36 357,762.64 1 to 2 years 5,583,084.54 18.06 451,121.16 2 to 3 years 123,156.83 0.40 15,238.75 Over 3 years 12,727,578.8 5 41.18 10,535,011.26 Total 30,906,779.9 7 100.00 11,359,133.81 (3) Top five owners of the other receivables at the end of the report period Debtors Opening balance Proportion in the total of the other receivables (%) Years of arrears Shenzhen Feijing Sophisticated Optical Instruments Manufacture Co., Ltd. 6,289,537.6 6 21.28 Over 3 years Shenzhen Yuda Sophisticated Machinery Co., Ltd. 1,776,600.0 0 6.01 Within a year Shenzhen New Longtai Industrial Co. Ltd. 1,573,876.8 9 5.32 Over 3 years DTZ Real Estate Consulting (Shanghai) Co., Ltd. 1,200,000.0 0 4.06 1 to 2 years Beijing Huafu Jinbao Real Estate Development Co., Ltd. 1,092,750.0 0 3.70 Within a year Total 11,932,764. 55 40.37 (5) Other receivables at year end includes the account receivable from the related parties amounting to RMB 6,359,759.26, taking 21.52% of the total other receivables. 5. Inventories: (1) Inventories Items Opening balance Balance Incl: capitalization of borrowing expenses Provisions for price falling of inventories Book value Raw materials 51,083,296.38 15,457,513.15 35,625,783.2360 Products in process 2,634,908.48 2,634,908.48 Commodities in stock 651,067,504.55 13,157,121.89 637,910,382.66 Total 704,785,709.41 28,614,635.04 676,171,074.37 (continued) Items Opening balance Balance Incl: capitalization of borrowing expenses Provisions for price falling of inventories Book value Raw materials 56,426,175.61 - 15,501,511.16 40,924,664.45 Products in process 4,426,826.37 - - 4,426,826.37 Commodities in stock 644,932,994.15 - 13,157,121.89 631,775,872.26 Total 705,785,996.13 - 28,658,633.05 677,127,363.08 (2) Provisions for impairment of inventories Items Opening balance Amount provided in the period Decrease in the report period Ending Rever balance sal Amount written off Total Raw materials 15,501,511. 16 43,998.01 15,457,513. 15 Commodit ies in stock 13,157,121. 89 13,157,121. 89 Total 28,658,633. 05 43,998.01 28,614,635. 04 6. Available-for-sale financial assets Items Ending balance Opening balance Investment in available-for-sale equity instrument 8,734,000.00 4,543,000.00 Total 8,734,000.00 4,543,000.00 Note: Increase of the available-for-sale financial assets at year end by 92.25% over the year beginning was due to rise of the fair value of the available-for-sale financial assets at the end of the period. 7. Long-term equity investment (1) Statement of long term equity investment Items Opening balance Increase in the report period Decrease in the report period Ending balance Investment in subsidiaries 17,340,000.00 - 17,340,000.0061 Investment to associated companies 1,815,873.52 29,622.59 - 1,845,496.11 Other equity investment 385,000.00 - 385,000.00 Less: Provision for impairment of long term equity investment 11,839,499.13 - 11,839,499.13 Total 7,701,374.39 29,622.59 - 7,730,996.98 (2) Statement in investment in subsidiaries Investees Initial investment amount Opening balance Increase in the report period Decrease in the report period Ending balance Feijing Co. 6,300,000. 00 6,300,000. 00 - - 6,300,000. 00 Haomen Co. 11,040,00 0.00 11,040,00 0.00 - 11,040,00 0.00 Total 17,340,00 0.00 17,340,00 0.00 - 17,340,00 0.00 (3) Statement in investment in associates Investees Initial investmen t amount Opening balance Additional investment in the report period (less: amount of the shares assigned in the report year) Increase/ decrease of equity of the investee s Cash divide nd receiv ed Ending balance Shenzhen Research Institute of Northwest China Polytechnic University 1,500,000. 00 1,815,873. 52 -150,000.00 - 179,622. 59 - 1,845,496. 11 (5) Investment in other long term equity Investees Initial investme nt amount Opening balance Increa se in the report period Decre ase in the report period Ending balance Xi’an Tangcheng Joint Stock Co., Ltd. 85,000.0 0 85,000. 00 - - 85,000.00 Shenzhen CATIC Culture Transmit Co., Ltd. 300,000. 00 300,000 .00 - - 300,000.00 Total 385,000. 00 385,000 .00 - - 385,000.00 (6) Provision for impairment of long term equity investment62 Investees Opening balance Increase in the report period Decrease in the report period Ending balance Rev er s al W rit eof f T ot al Feijing Co. 6,300,000. 00 - - - - 6,300,000. 00 Haomen Co. 5,239,499. 13 - - 5,239,499. 13 Shenzhen CATIC Culture Transmit Co., Ltd. 300,000.0 0 - - - 300,000.00 Total 11,839,49 9.13 - - - 11,839,499 .13 8. Real Estate Investment (1) Statement of investment based real estate Items Opening balance Increase in the report period Decrease in the report period Ending balance Investment based real estate measured afterwards by means of cost method 177,773,31 8.21 3,097,836 .11 174,675,48 2.10 Less: Provision for impairment of investment based real estate - - - - Total 177,773,31 8.21 3,097,836 .11 174,675,48 2.10 (2) Investment based real estate measured afterwards by means of cost method Items Opening balance Increase in the report period Decrease in the report period Ending balance Cost Housing and buildings 231,774,83 2.24 - 231,774,832.2 4 Total 231,774,83 2.24 - 231,774,832.2 4 Accumulative depreciation Housing and buildings 54,001,514. 03 3,097,836. 11 - 57,099,350.14 Total 54,001,514. 03 3,097,836. 11 - 57,099,350.14 Less: Provision for impairment of - - - -63 Items Opening balance Increase in the report period Decrease in the report period Ending balance investment based real estate Net value 177,773,31 8.21 - 3,097,836. 11- 174,675,482.1 0 9. Fixed assets (1) Statement of fixed assets Items Opening balance Increase in the report period Decrease in the report period Ending balance Cost Housing and buildings 249,567,891. 18 0.00 4,464.17 249,563,427.01 Machines & equipment 9,368,741.33 23,557.83 0.00 9,392,299.16 Motor vehicles 9,190,379.32 20,100.00 0.00 9,210,479.32 Electronic equipment 14,315,453.9 1 628,872.22 3,746.00 14,940,580.13 Other equipment 32,184,787.3 8 873,230.14 35,766.00 33,022,251.52 Total 314,627,253. 12 1,545,760.19 43,976.17 316,129,037.14 Accumulati ve depreciatio n Housing and buildings 17,428,155.7 5 3,437,561.62 0 20,865,717.37 Machines & equipment 6,848,724.30 243739.87 0.00 7,092,464.17 Motor vehicles 6,130,356.51 525,733.94 0 6,656,090.45 Electronic equipment 8,482,995.91 1,129,980.90 3,746.00 9,609,230.81 Other equipment 10,307,332.7 3 2,743,440.20 32,357.87 13,018,415.06 Total 49,197,565.2 0 8,080,456.53 36,103.87 57,241,917.86 Provision for impairment Housing and buildings 2,600,000.00 - - 2,600,000.00 Total 2,600,000.00 - - 2,600,000.00 Book value Housing and buildings 229,539,735. 43 - - 226,097,709.6464 Items Opening balance Increase in the report period Decrease in the report period Ending balance Machines & equipment 2,520,017.03 - - 2,299,834.99 Motor vehicles 3,060,022.81 - - 2,554,388.87 Electronic equipment 5,832,458.00 - - 5,331,349.32 Other equipment 21,877,454.6 5 - - 20,003,836.46 Total 262,829,687. 92 - - 256,287,119.28 (2) Provisions for devaluation of fixed assets Items Opening balance Amount provide d in the period Decrease in the report period Ending balance Amount of reversal Amount written off Total Housing and buildings 2,600,000 .00 - - - - 2,600,00.00 Total 2,600,000 .00 - - - - 2,600,000.00 10. Intangible Assets (1) Statement of intangible assets Items Initial cost Opening balance Increase in the report period Trans fer out in the report period Amount amortize d in the period Accumula tive amortizati on: Ending balance Land use right 15,487,34 9.60 11,014,38 4.08 172,037. 16 4,645,002 .68 10,842,34 6.92 Software system 2,002,330. 82 1,389,274. 06 524,570.0 0 78,247.4 1 166,734.1 7 1,835,596. 65 Trademar k use right 4,096,200. 00 493,207.6 6 233,000.0 0 199,149. 99 3,569,142 .33 527,057.6 7 Total 21,585,88 0.42 12,896,86 5.80 757,570.0 0 0.00 449,434. 56 8,380,879 .18 13,205,00 1.24 11. Goodwill Items Ending balance Opening balance Book balance Provision for impairment Book value Book Balance Provision for impairme nt Book value Lishan Department Store 1,735,756.4 8 1,735,756.4 8 - 1,735,756 .48 1,735,756 .48 - Total 1,735,756.4 8 1,735,756.4 8 - 1,735,756 .48 1,735,756 .48 - 12. Long-term expenses to be proportioned65 Items Opening balance Increase in the report period Transfer out in the report period Amount amortized in the report period Ending balance Charge of fabrication of special counters 8,554,273.27 3,353,414.19 3,743,015.57 8,164,671.89 Others 27,325,878.59 19,097,726.02 7,633,321.18 38,790,283.43 Total 35,880,151.86 22,451,140.21 11,376,336.75 46,954,955.32 Note: Increase of the long-term expenses to be apportioned at year end by 30.87% over the year beginning was mainly due to shops newly opened and expenses for refurbishment of the existing shops in the report year. 13. Deferred income tax asset (1) Statement of deferred income tax assets: Items Ending balance Opening balance Deferred income tax asset formed due to difference between the book value of the assets and taxation base 9,325,466.56 9,553,777.94 Deferred income tax asset formed due to difference between the book value of the liabilities and taxation base - Recoverable loss before tax 733,603.71 1,163,869.23 Total 10,059,070.27 10,717,647.17 (2) Statement of provisional discrepancy Items Ending balance Opening balance Accounts receivable 3,001,794.91 3,001,794.91 Other receivables 1,065,798.80 1,065,798.80 Provisions for price falling of inventories 14,977,784.05 14,977,784.05 Offsetting of the internal unrealized profit 26,638,857.17 27,952,102.67 Deductable loss 3,396,851.30 5,548,178.90 Total 49,081,086.23 52,545,659.33 14. Statement of provision for impairment of assets Items Opening balance Provision or other increase in the report period Amount reversed from the decrease in the report period Amount written off Ending balance I. Provision for bad debts 54,739,659.11 - - 54,739,659. 1166 Items Opening balance Provision or other increase in the report period Amount reversed from the decrease in the report period Amount written off Ending balance Incl.: Accounts receivable 43,380,525.30 - - 43,380,525. 30 Other receivables 11,359,133.81 - - 11,359,133. 81 II. Provisions for price falling of inventories 28,658,633.05 - 43,998.01 28,614,635. 04 Incl: goods in stock 13,157,121.89 - 13,157,121. 89 Raw materials 15,501,511.16 - 43,998.01- 15,457,513. 15 III. Provision for impairment of long term equity investment 11,839,499.13 - - 11,839,499. 13 IV. Total provision for impairment of fixed assets 2,600,000.00 - - 2,600,000.0 0 Incl.: Housing & buildings 2,600,000.00 - - 2,600,000.0 0 V. Provision for impairment of goodwill 1,735,756.48 - - 1,735,756.4 8 Total 99,573,547.77 - 43,998.01 99,529,549. 76 15. Short-term Loan Types of Borrowings Ending balance Opening balance Secured borrowings 495,000,000.00 575,000,000.00 Total 495,000,000.00 575,000,000.00 Notes: ① Short term borrowings at year end decreased by 13.91% over year beginning. In the report period, the Company repaid partial bank loan. ② For the short term loan at year end, Shenzhen CATIC Group offered guarantee to the Company. 16. Notes payable Types of Borrowings Ending balance Opening balance Secured borrowings 30,000,000.00 Total 30,000,000.00 Note: Notes payable refers to the domestic letter of credit with valid term of half a year increased in the report period. 17. Accounts payable (1) Statement of accounts payable Age Ending balance Opening balance Amount Proportion (%) Amount Proporti on (%)67 Within a year 78,270,841.9 1 98.60 57,418,655.43 97.64 1 to 2 years 763,506.88 0.96 785,074.79 1.33 2 to 3 years 36,571.50 0.05 36,571.50 0.06 Over 3 years 313,149.12 0.39 568,936.94 0.97 Total 79,384,069.4 1 100.00% 58,809,238.66 100.00 (2) Of the accounts payable at the year end, there was none due to any shareholder holding over 5% (with 5% inclusive) of the Company’s vote-bearing shares. 18. Advance from customers (1) Statement of accounts receivable Age Ending balance Opening balance Amount Proportion (%) Amount Proportion (%) Within a year 530,173.37 100.00 2,058,162.7 6 98.00 1 to 2 years 34,000.00 2.00 Total 530,173.37 100.00 2,092,162.7 6 100.00 (2) Of the ending balance of the advance from customers, there is none from any shareholder holding over 5% (with 5% inclusive) of the Company’s vote-bearing shares. 19. Employees’ wages payable Items Opening balance Increase in the report year Decrease in the report period Ending balance Salaries, bonus, allowances, subsidies 9,917,553.3 7 60,367,439. 97 66,358,709. 59 3,926,283. 75 Staff’s welfare 0.00 1,757,797.6 5 1,757,797.6 5 0.00 Social security 0.00 5,069,538.4 4 5,050,249.3 6 19,289.08 Public reserve for housing 988.50 483,215.09 484,203.59 0.00 Trade union fund and staff education fund 196,320.01 1,807,302.4 0 1,328,624.8 6 674,997.55 Compensation given due to termination of the labor service 830,000.00 169,214.32 169,214.32 830,000.00 Supplementation to endowment insurance 900,746.29 312,358.27 1,213,104.5 6 0.00 Labor insurance premium 0.00 0.00 0.00 0.00 Total 11,845,608. 17 69,966,866. 14 76,361,903. 93 5,450,570. 38 20. Taxes payable Taxes Ending balance Opening balance Value-added tax -3,620,127.21 -12,729,991.6468 Business tax 858,366.22 858,407.15 Tax for urban development and maintenance 44,478.06 123,138.94 Enterprise income tax 1,879,877.08 717,109.28 Individual income tax 223,301.79 273,376.66 Real estate tax 165,644.73 155,120.26 Land use tax - -155.83 Educational Surcharge -149,883.91 97,995.95 Stamp duty 59,099.61 144,279.38 Dyke protection surcharge 28,221.14 43,313.42 Others 39,936.30 Total -471,086.19 -10,317,406.43 21. Interest payable Creditors Ending balance Opening balance Bank loan interest payable 519,407.17 987,587.50 Total 519,407.17 987,587.50 22. Dividend payable Investors Ending balance Opening balance Cause of dividend in arrears CATIC Shenzhen Corporation 395,426.76 395,426.76 Provided but unpaid Dividend payable to Shenzhen CATIC Group 11,141,550.10 Provided but unpaid Dividend of A-shares payable to the public 7,958,249.80 Provided but unpaid Dividend of B-shares payable to the public 5,832,000.00 Provided but unpaid Total 25,327,226.66 395,426.76 23. Other payables (1) Statement of other payables presented based on ages Ages Ending balance Opening balance Amount Proportion (%) Amount Proportion (%) Within a year 25,760,467.22 68.56 27,264,009.92 73.9669 1 to 2 years 2,996,841.44 7.98 3,053,418.36 8.28 2 to 3 years 3,967,068.55 10.56 907,094.30 2.46 Over 3 years 4,847,284.17 12.90 5,639,440.22 15.30 Total 37,571,661.38 100.00 36,863,962.80 100.00 (2) There was none received in advance from the shareholders that hold more than 5%(including 5%) of the Company’s vote-bearing shares in the other payables at the end of the period. (3) There was RMB 1,239,990.87 payable to the related parties in the ending balance of other receivables. 24. Other current liabilities Items Ending balance Opening balance Expenses provided in advance 1,015,846.90 1,546,453.73 Total 1,015,846.90 1,546,453.73 25. Long-term Loan Loan supplier Currency Conditions for loan Ending balance Opening balance Development Bank of China, Shenzhen Branch RMB Secured loans 70,000,000.00 70,000,000.00 Total 70,000,000.00 70,000,000.00 Note: For the long term loan at the end of the report period, Shenzhen CATIC Group offered guarantee to the Company. 26. Long term accounts payable Types Ending balance Opening balance Beijing Harmony Swiss Watches Co., Ltd. 10,000,000.00 注10,000,000.00 FIYTA R & D and Standardized Synchronization Fund 50,000.00 50,000.00 Total 10,050,000.00 10,050,000.00 Note. Henglianda Co., one of Harmony’s subsidiaries, borrowed fund from Beijing Harmony Co., its another shareholder. 27. Liabilities of deferred income tax (1) Statement of deferred income tax liability Items Ending balance Opening balance Deferred income tax liability formed due to difference between the book value of assets and taxation base 1,217,986.87 371,774.70 Total 1,217,986.87 371,774.70 (2) Statement of temporary discrepancy70 Items Ending balance Opening balance Other receivables - Available-for-sale financial assets 5,734,000.00 1,543,000.00 Long-term equity investment 495496.11 315,873.52 Total 6,229,496.11 1,858,873.52 28. Other non-current liabilities Items Description Ending balance Opening balance Deferred income Fund financed for construction of enterprise technology center 3,000,000.00 3,000,000.00 Deferred income High precision and multi-function machinery watch movement 1,050,000.00 1,050,000.00 Deferred income Enterprise supporting fund 250,000.00 Total 4,300,000.00 4,050,000.00 29. Capital stock In shares Items Opening balance Increase/ Decrease (+ / -) in the report period Ending balance Amount Proporti on (%) New issuing Bonu s share s Shares convert ed from reserve Othe rs Amount Proporti on (%) I. Restricted shares 1. State corporate shares 111,415,5 01 44.68 - - - - 111,415,50 1 44.68 2. Other domestic shares 35,524 0.01 - - - - 35,524 0.01 Domestic natural person shares 35,524 0.01 - - - - 35,524 0.01 Total restricted shares 111,451,0 25 44.70 - - - - 111,451,02 5 44.70 II. Unrestricted shares 1. RMB ordinary shares 79,546,97 4 31.91 - - - - 79,546,974 31.91 2. Foreign shares listed domestically 58,320,00 0 23.39 - - - - 58,320,000 23.39 Total unrestricted shares 137,866,9 74 55.30 - - - - 137,866,97 4 55.30 III. Total Shares 249,317,9 99 100.00 - - - - 249,317,99 9 100.00 Note: The above capital stock has been certified by Shekou Zhonghua Certified Public71 Accountants with the Capital Verification Report SHE ZHONG YAN ZI BAO ZI (1998) No. 16 as filed. 30. Capital public reserve Items Opening balance Increase in the report year Decrease in the report period Ending balance Share capital premium 177,354,784.00 - - 177,354,784.00 Other capital reserve 15,726,848.65 3,352,800.00- 19,079,648.65 Total 193,081,632.65 3,352,800.00- 196,434,432.65 Note: Increase as at the end of the report period over the year beginning was due to change of the fair value of the available-for-sale financial assets at year end. 31. Surplus public reserve Items Opening balance Increase in the report year Decrease in the report period Ending balance Statutory surplus public reserve 47,377,446.60 - 47,377,446.60 Discretionary surplus public reserve 61,984,894.00 - 61,984,894.00 Total 109,362,340.6 0 - 109,362,340.6 0 32. Retained earnings (1) Change of the retained earnings Items Ending balance Opening balance Ending balance of the previous year 120,025,397.75 86,222,040.84 Plus: Change of accounting policy - Opening balance of the report year 120,025,397.75 86,222,040.84 Plus: Consolidated net profit 27,606,437.91 65,018,761.82 Less: Provided statutory surplus public reserve 5,787,316.33 Distribution to the shareholders 24,931,799.90(注) 24,931,799.90 Minority shareholders’ gain/loss 439,376.49 496,288.68 Ending balance of the report year 122,260,659.27 120,025,397.75 Note: Approved through resolution of the General Meeting, the profit for distribution for the year 2008 is calculated with the issued 249,317,999 shares (with the par value of each share being RMB 1.00) as the base and cash dividend is to be distributed to the whole shareholders at the rate of RMB 1.00 per share and the total cash dividend to be distributed shall be RMB 24,931,799.90. 33. Operation Income and Costs (1) Business income from the principal business and other business income72 Items Amount in the report period Amount of the same period of the previous year Principal business income 568,990,789.56 514,747,086.49 Income from other businesses 3,702,900.32 3,802,265.70 Total 572,693,689.88 518,549,352.19 (2) Principal business cost and other business cost Items Amount in the report period Amount of the same period of the previous year Principal business cost 381,222,611.23 340,697,672.36 Other business cost 1,723,056.21 1,319,542.85 Total 382,945,667.44 342,017,215.21 (3) Income from, costs and profit of the principal businesses presented based on business categories Categories Amount in the report period Principal business income Principal business cost Principal business profit Sales of famous brand watches 449,383,751.01 346,548,289.99 102,835,461.02 Sales of FIYTA watches 93,686,737.32 36,912,574.50 56,774,162.82 Property lease 30,723,302.93 8,554,293.37 22,169,009.56 Hotel 6,481,012.78 491,467.85 5,989,544.93 Including: Related transactions 11,284,014.48 11,284,014.48 Total 568,990,789.56 - 381,222,611.23 187,768,178.33 Categories Amount of the same period of the previous year Principal business income Principal business cost Principal business profit Sales of famous brand watches 399,727,928.20 301,994,213.48 97,733,714.72 Sales of FIYTA watches 80,471,897.98 33,806,244.35 46,665,653.63 Property lease 33,642,784.92 9,846,016.45 25,047,139.71 Hotel 6,370,767.80 517,490.49 4,602,906.07 Including: Related transactions 5,466,292.41 5,466,292.41 0 Total 514,747,086.49 340,697,672.36 174,049,414.13 Notes: ① The year-on-year growth of the income from sales of famous brand watches by 12.42% was mainly due to income from increase of newly opened shops and expanded market share of the existing shops. ② Year-on-year growth of income from FIYTA watches by 16.42% was mainly due to that the sales conditions turned better in the report period and the sales price kept steady and even rising. ③ Year-on-year decrease of income from property lease by 8.68% was due to that partial tenants73 withdrew the rent upon expiry and there existed some vacancy which affected somewhat the rental income. ④ The situation of the hotel operation was quite steady with the year-on-year growth by 1.73%. (4) In the report period, the turnover from the top five customers was RMB 70,832,327.76, taking 13.76% of the Company’s total turnover. 34. Business Taxes and Surcharge Items Amount in the report period Amount of the same period of the previous year Business tax 1,982,762.40 2,121,600.41 Consumption tax 19,553.76 319,377.78 Tax for urban development and maintenance 309,968.60 249,033.77 Educational Surcharge 416,159.90 338,582.61 Others 162,803.21 148,923.66 Total 2,891,247.87 3,177,518.23 35. Sales expenses The sales expenses incurred in the report period was RMB 85,428,355.39, increased by RMB 17,383,692.40 over the same period of the previous year in which the amount incurred was RMB 68,044,662.99. It was mainly due to that A. With increase of the sales income, the staff’s salaries, the advertisement and promotion costs increased correspondingly; B. The decoration charge and staff’s salaries of the newly opened shops, etc. increased also. 36. Administrative Expenses The administrative expenses incurred in the report period was RMB 48,433,196.51, increased by RMB 7,501,177.31 over the same period of the previous year in which the amount incurred was RMB 40,932,019.20. It was mainly due to increase of the outlets and growth of sales income while the everyday costs, such as staff’s salaries, rentals, etc. increased correspondingly. 37. Financial expenses Items Amount in the report period Amount of the same period of the previous year Interest payment 18,063,885.15 14,720,545.94 Less: interest income 467,949.61 434,616.49 Plus: Discount expense 0.00 0.00 Plus: exchange losses 20,553.94 61,807.40 Less: Exchange gain 15,433.43 173,861.49 Financial service charge 3,176,330.56 3,026,763.89 Plus: Other expenses 0.00 3,752.12 Total 20,777,386.61 17,204,391.37 38. Loss from impairment of assets74 Items Amount in the report period Amount of the same period of the previous year Loss from bad debt 9,600.00 Loss from price falling of inventories Loss from impairment of goodwill Total 9,600.00 39. Investment income Investees, Names or Categories Amount in the report period Amount of the same period of the previous year (1) Income from investment in the associates 179,622.59 -9,065.35 Shenzhen Research Institution of Northwestern Polytechnical University -9,065.35 (2) Income from assignment of the transactional financial assets Total 179,622.59 -9,065.35 40. Non-operating income (1) Statement of non-operating income Items Amount in the report period Amount of the same period of the previous year Income from disposal of non-current assets 37,338.38 Including: Income from disposal of fixed assets 37,338.38 Disposal of accounts payable which are impossible to be paid Penalty income 273,756.40 15,000.00 Governmental Subsidies 100,000.00 392,800.00 Indemnity income 226,895.30 20,000.00 Income from reorganization of liabilities Others 1,561,234.31 2,436.63 Total 2,161,886.01 467,575.01 (2) Governmental Subsidies Items Amount in the report period Amount of the same period of the previous year75 Amount Including: the amount charged to the current gain and loss Amount Including: the amount charged to the current gain and loss R & D expense 100,000.00 100,000.00 300,000.00 300,000.00 Funds for the project in technology development program Training fees due to the local authority of labor Financial subsidies for the key new products in Shenzhen 92,800.00 92,800.00 Monetary award from the local government Total 100,000.00 100,000.00 392,800.00 392,800.00 Note: In the report period, the governmental subsidy amounting to RMB 100,000.00 was the watch R & D fund from Shenzhen Municipal Bureau of Science & Technology and Information. 41. Non-operating expenses Items Amount in the report period Amount of the same period of the previous year Loss from disposal of non-current assets 0.00 3,795.10 Penalty payment 0.00 24,000.00 Donation payment 0.00 32,654.00 Extraordinary losses 0.00 0.00 Others 29,237.57 38,893.59 Total 29,237.57 99,342.69 42. Income tax expense Items Amount in the report period Amount of the same period of the previous year Current income tax expense 6,255,492.28 9,962,101.47 Deferred income tax expense 658,576.90 -1,362,771.98 Total income tax expense 6,914,069.18 8,599,329.49 43. Basic earning per share and diluted earning per share Items Amount in the report period Amount of the same period of the previous year Basic earning per share 0.109 0.154 Diluted earning per share 0.109 0.15476 44. Other operation activity related cash receipts The items with bigger amount in “other operation activity related cash receipts” are presented as follows: Items Amount in the report period Earnest money 965,465.26 Interest income 467,949.61 Governmental Subsidies 100,000.00 Others 776,392.63 Total 2,083,806.62 45. Other business related cash payments The items with bigger amount in “other business related cash payments” are presented as follows: Items Amount in the report period Rental expenses 15,626,430.53 Advertisement 5,818,129.68 Sales agency service charge 5,033,475.34 Administrative expenses 2,660,596.18 R & D 4,244,225.01 Business travel 2,255,099.77 Market promotion 5,482,689.50 Refurbishment of franchised counters 3,353,414.19 Packing 1,685,880.43 Bank service charges 3,176,330.56 Transportation 1,468,625.86 Water and electricity 2,605,190.95 Consulting 1,486,636.00 Exhibition 1,351,611.19 Entertainment 1,327,131.68 Meeting 1,114,905.71 Securities 197,422.00 Insurance premium 440,226.2477 Items Amount in the report period Post and telecommunications 460,374.22 Others 1,943,470.19 Total 61,731,865.23 46. Additional information of the cash flow statement (1) Information of net cash flows arising from adjustment of net profit into operating activities: Items Amount in the report period Amount of the same period of the previous year 1. Net cash flows arising from adjustment of net profit into operating activities: Net profit 27,606,437.91 38,933,382.67 Plus: Provision for impairment of assets Depreciation of fixed assets 11,178,292.64 11,123,009.45 Amortization of intangible assets 468,408.36 398,122.20 Long-term expenses to be apportioned 10,130,182.49 6,265,779.07 Loss (less: income) from disposal of fixed assets, intangible assets and other long term assets -36,564.72 Losses from rejection of fixed assets Gain/loss from change of the fair value Financial expenses 18,063,885.15 15315915.52 Investment loss -179,622.59 9,065.35 Decrease of deferred income tax asset 658,576.90 -2,648,065.31 Increase of deferred income tax liability 846,212.17 Decrease of inventories 956,288.71 -119,608,220.92 Decrease (less: increase) of operative items receivable 1,792,265.70 -39,592,123.93 Increase (less: decrease) of operative items payable 8,809,810.05 10,376,058.97 Others Net cash flow from operating activities 80,330,737.49 -79,463,641.65 2. Investment and fund-raising activities with no cash income and expenses involved: Capital converted from liabilities - - Convertible company bonds due within a year - - Fixed assets rented through financing - -78 Items Amount in the report period Amount of the same period of the previous year 3. Net increase of cash and cash equivalents: Ending cash balance 103,063,846.18 67,373,208.75 Less: Opening cash balance 108,233,795.73 60,226,078.54 Plus: Ending cash equivalent balance - - Less: Opening cash equivalent balance - - Net increase in cash and cash equivalents -5,169,949.55 7,147,130.21 (VII) Notes to the principal items on the parent company’s financial statements 1. Accounts receivable (1) Accounts receivable presented based on categories Items Ending balance Book balance Proportion (%) Provision for bad debts Book value Accounts receivable with significant single amount 13,157,224.37 15.55 12,004,098.9 5 1,153,125.42 Accounts receivable with insignificant single amounts but the grouping has big risk after grouping based on the credit risk characteristics. 29,514,733.86 34.88 29,081,558.4 8 433,175.38 Other insignificant receivables 41,950,991.71 49.57 1,259,364.97 40,691,626.7 4 Total 84,622,949.94 100.00 42,345,022.4 0 42,277,927.5 4 (Continued) Items Opening balance Book balance Proportion (%) Provision for bad debts Book value Accounts receivable with significant single amount 12,469,694.66 17.01 12,004,098.9 5 465,595.71 Accounts receivable with insignificant single amounts but the grouping has big risk after grouping based on the credit risk characteristics. 29,837,240.27 40.70 29,081,558.4 8 755,681.79 Other insignificant receivables 31,008,572.62 42.29 1,259,364.97 29,749,207.6 5 Total 73,315,507.55 100.00 42,345,022.4 0 30,970,485.1 5 (2) Accounts receivable presented based on ages Age Ending balance Amount Proportion (%) Provision for bad debts Within a year 42,093,351.9 3 49.74 1,358,590.32 1 to 2 years 112,386.29 0.13 69,660.4679 Age Ending balance Amount Proportion (%) Provision for bad debts 2 to 3 years 1,215,374.28 1.44 713,885.05 Over 3 years 41,201,837.4 4 48.69 40,202,886.57 Total 84,622,949.9 4 100.00 42,345,022.40 Age Opening balance Amount Proportion (%) Provision for bad debts Within a year 28,724,937.4 1 39.18 1,358,590.32 1 to 2 years 2,757,708.13 3.76 69,660.46 2 to 3 years 1,427,770.09 1.95 713,885.05 Over 3 years 40,405,091.9 2 55.11 40,202,886.57 Total 73,315,507.5 5 100.00 42,345,022.40 (3) Top 5 debtors of the accounts receivable at the end of the report period Debtors Ending balance Proportion in the total accounts receivable (%) Outstanding years DAYA BAY NUCLEAR POWER OPERATIONS AND MANAGEMENT CO., LTD. 2,626,598.21 3.10 Within a year BEIJING URBAN-RURAL TRADE CENTRE CO., LTD 2,033,710.15 2.40 Over 3 years Qingdao Harmony Timepieces, Spectacles & Jewelry Co., Ltd. 1,298,215.01 1.53 Over 3 years Yingkou Department Store Timepieces and Sewing Machines Wholesale Station 982,604.03 1.16 Over 3 years Jilin Timepieces and Photographic Equipment Wholesale Co., Ltd. 890,387.77 1.05 Within a year Total 7,831,515.17 9.25 (4) In the balance of the accounts receivable at the end of the report period, there was no arrears owed by the shareholder holding over 5% ( including 5%) of the Company’s vote-bearing shares. (5) Increase of the ending balance of the accounts receivable over the opening balance amounting to RMB 11,307,442.39 is mainly due to increase of the sales of FIYTA watches in the report year. 2. Other receivables (1) Statement of the other receivables based on categories Items Ending balance Balance Proporti on (%) Provision for bad debts Book value80 Items Ending balance Balance Proporti on (%) Provision for bad debts Book value Other receivables with significant individual amount 297,382,691.55 98.28 9,214,749.60 288,167,941. 95 Other receivables with insignificant amount but big risk of combination based on the credit risk characteristics 1,370,256.63 0.45 1,370,256.63 - Other receivables with insignificant amount 3,847,262.50 1.27 256,516.05 3,590,746.45 Total 302,600,210.68 100.00 10,841,522.28 291,758,688. 40 (Continued) Items Opening balance Balance Proporti on (%) Provision for bad debts Book value Other receivables with significant individual amount 334,724,349.89 98.73 9,214,749.60 325,509,600.29 Other receivables with insignificant amount but big risk of combination based on the credit risk characteristics 1,370,256.63 0.40 1,370,256.63 - Other receivables with insignificant amount 2,945,920.41 0.87 256,516.05 2,689,404.36 Total 339,040,526.93 100.00 10,841,522.28 328,199,004.65 (2) Statement of the other receivables based on ages Ages Ending balance Amount Proportion (%) Provision for bad debts Within a year 289,015,564. 63 95.51 112,586.27 1 to 2 years 2,437,216.55 0.81 178,686.00 2 to 3 years 532,887.16 0.18 15,238.75 Over 3 years 10,614,542.3 4 3.51 10,535,011.26 Total 302,600,210. 68 100.00 10,841,522.28 Ages Opening balance Amount Proportion (%) Provision for bad debts Within a year 324,343,716. 81 95.67 112,586.27 1 to 2 years 1,898,854.44 0.56 178,686.00 2 to 3 years 105,806.83 0.03 15,238.75 Over 3 years 12,692,148.8 5 3.74 10,535,011.2681 Ages Opening balance Amount Proportion (%) Provision for bad debts Total 339,040,526. 93 100.00 10,841,522.28 (3) Top 5 debtors of other receivables at the end of the report period Debtors Ending balance Proportion in the total other receivables (%) Outstanding years Harmony 282,134,428.3 9 93.24 Within a year Feijing Co. 6,289,537.66 2.08 Over 3 years Shenzhen Yuda Sophisticated Machinery Co., Ltd. 1,776,600.00 0.59 Within a year Shenzhen New Longtai Industrial Co., Ltd. 1,573,876.89 0.52 Over 3 years Shenzhen Airport Co., Ltd. 713,512.00 0.24 Within a year Total 292,487,954.9 4 96.66 3. Long-term equity investment (1) Long-term equity investments are stated as follows: Items Opening balance Increase Decrease Ending balance Investment to subsidiaries 346,043,000.00 - 346,043,000.00 Investment to associated companies 1,815,873.52 179,622.59 150,000.00 1,845,496.11 Other equity investment 385,000.00 - 385,000.00 Less: Provision for impairment of long-term equity investments 11,839,499.13 - 11,839,499.13 Total 336,404,374.39 179,622.59 150,000.00 336,433,996.98 (2) Investment in Subsidiaries Investees Initial investment amount Opening balance Increase Decrease Ending balance Harmony 298,500,000. 00 298,500,000.0 0 - - 298,500,000. 00 Harbin Co. 125,000.00 125,000.00 - - 125,000.00 World Watches Center 1,400,000.00 1,400,000.00 - - 1,400,000.00 Manufacture Co. 9,000,000.00 9,000,000.00 - - 9,000,000.00 Feijing Co. 6,300,000.00 6,300,000.00 - - 6,300,000.00 Haomen Co. 11,040,000.0 11,040,000.00 - - 11,040,000.082 Investees Initial investment amount Opening balance Increase Decrease Ending balance 0 0 FIYTA Hong Kong Limited 9,678,000.00 9,678,000.00 - - 9,678,000.00 Xi’an Chengheng Co. 10,000,000.0 0 10,000,000.00 - - 10,000,000.0 0 Total 346,043,000. 00 346,043,000.0 0 - - 346,043,000. 00 (3) Statement of Investment in Associates Investees Opening balance Increase Decrease Ending balance Register ed place Activities Shenzhen Research Institution of Northwestern Polytechnical University 1,815,873.52 179,622.59 150,000.00- 1,845,496.11 Shenzhe n Education, training, scientific research Total 1,815,873.52 179,622.59 150,000.00- 1,845,496.11 (4) Other long-term equity investment Investees Initial investment amount Opening balance Increase Decrease Ending balance Xi’an Tangcheng Co., Ltd. 85,000.00 85,000.00 - - 85,000.00 Shenzhen CATIC Cultu Transmit Co., Ltd. 300,000.00 300,000.00 - - 300,000.00 Total 385,000.00 385,000.00 - - 385,000.00 (5) Provision for impairment of long-term equity investments Investees Opening balance Amount provided Decrease in the report period Ending balance Amount carried back Amount written off Total Feijing Co. 6,300,000.00 - - - - 6,300,000.00 Haomen Co. 5,239,499.13 - - - - 5,239,499.13 Shenzhen CATIC Culture Transmit Co., Ltd. 300,000.00 - - - - 300,000.00 Total 11,839,499.13 - - - - 11,839,499.13 4. Operation Income and Costs (1) Business income from the principal business and other business income Items Amount in the report period Amount of the same period of the previous year Principal business income 124,410,040.25 110,995,625.30 Income from other businesses 4,079,038.10 1,971,616.85 Total business income 128,489,078.35 112,967,242.1583 Items Amount in the report period Amount of the same period of the previous year Principal business cost 53,825,023.51 42,925,639.53 Other business cost 3,610,172.43 1,311,644.97 Total operation costs 57,435,195.94 44,237,284.50 (2) Income from, costs and profit of the principal businesses presented based on business categories Categories Amount in the report period Principal business income Principal business cost Principal business profit Sales of FIYTA watches 93,686,737.32 45,270,730.14 48,416,007.18 Property lease 30,723,302.93 8,554,293.37 22,169,009.56 Total 124,410,040.25 53,825,023.51 70,585,016.74 Categories Amount of the same period of the previous year Principal business income Principal business cost Principal business profit Sales of FIYTA watches 80,471,897.98 37,449,051.92 43,022,846.06 Property lease 30,523,727.32 5,476,587.61 25,047,139.71 Total 110,995,625.30 42,925,639.53 68,069,985.77 (3) In the report period, the turnover from the top five customers was RMB 14,091,430.42, taking 12.70% of the Company’s total turnover. 5. Investment income Investees, Names or Categories Amount in the report period Amount of the same period of the previous year Income from assignment of the transactional financial assets - Adjustment for associates according to the equity method 179,622.59 -9,065.35 Dividend from available-for-sale financial assets - Dividends from subsidiaries Total 179,622.59 -9,065.35 6. Statement of Provisions for Impairment of Assets Items Opening balance Amount of provision or other increase in the report period Decrease in the report period Ending Amount balance carried back Amount written off I. Provision for bad debts 53,186,544.68 53,186,544.68 Incl: Accounts receivable 42,345,022.40 42,345,022.4084 Items Opening balance Amount of provision or other increase in the report period Decrease in the report period Ending Amount balance carried back Amount written off Other receivables 10,841,522.28 10,841,522.28 II. Provisions for price falling of inventories 11,977,449.58 11,977,449.58 including: commodities in stock 11,977,449.58 11,977,449.58 III. Provision for impairment of long-term equity investments 11,839,499.13 11,839,499.13 IV. Total provision for impairment of fixed assets 2,600,000.00 2,600,000.00 Including: housing and buildings 2,600,000.00 2,600,000.00 Total 79,603,493.39 79,603,493.39 7. Additional information of the cash flow statement Items Amount in the report period Amount of the same period of the previous year 1. Net cash flows arising from adjustment of net profit into operating activities: Net profit 1,582,675.36 9,196,913.69 Plus: Provision for impairment of assets Depreciation of fixed assets 9,574,644.53 5,239,061.93 Amortization of intangible assets 468,408.36 398,122.20 Long-term expenses to be apportioned 4,230,997.53 2,796,856.41 Loss (less: income) from disposal of fixed assets, intangible assets and other long term assets -36,464.72 Losses from rejection of fixed assets Gain/loss from change of the fair value Financial expenses 9,484,513.00 1,775,327.00 Investment loss -179,622.59 9,065.35 Decrease of deferred income tax asset 350,769.44 Increase of deferred income tax liability 838,200.00 Decrease of inventories 7,393,274.51 -19,587,133.77 Decrease (less: increase) of operative items receivable 25,132,873.86 -56,652,242.3985 Items Amount in the report period Amount of the same period of the previous year Increase (less: decrease) of operative items payable 11,022,470.26 12,874,111.23 Others Net cash flow from operating activities 69,899,204.26 -43,986,383.06 2. Investment and fund-raising activities with no cash income and expenses involved: Capital converted from liabilities - - Convertible company bonds due within a year - - Fixed assets rented through financing - - 3. Net increase of cash and cash equivalents: Ending cash balance 56,038,121.73 57,079,844.44 Less: Opening cash balance 54,938,436.99 46,746,295.03 Plus: Ending cash equivalent balance - - Less: Opening cash equivalent balance - - Net increase in cash and cash equivalents 1,099,684.74 10,333,549.41 (VIII) Related parties and related transactions 1. Relationship with the Related Parties (1) Criteria for recognition of related parties Criteria for recognition of related parties: A related party is formed when a party controls or jointly controls or exerts significant influence upon another party or two or more parties are under control or joint control or significantly influenced by another party. (2) The parent company Parent company Organization Code Registered place Business activities Registered capital Proportion of the Company’s shares held (%) Proportion of voting power over the Company (%) Shenzhen CATIC Group 440301102781041 Shenzhen Investing to set up entities, domestic trade, materials supply and sales 678,909,090.00 44.69 44.69 (3) Subsidiaries (4) Related parties with non-control relationship Company Names Relationship Organization code or business licence Shenzhen CATIC Property Management Co., Ltd. (CATIC Property) Under the same control 19219400-5 Shenzhen CATIC Building Equipment Co., Ltd. (CATIC Building Co.) Under the same control 44030110274679186 Company Names Relationship Organization code or business licence Shenzhen Rainbow Supermarket Co., Ltd. (Rainbow Supermarket) Under the same control 100377 Shenzhen CATIC Electronics Associate of a controlled subsidiary 4403011152608 Beijing Harmony Co. Associate of a controlled subsidiary 10125553-9 Shenzhen CATIC Real Estate Development Co. (CATIC Real Estate) Shenzhen CATIC Real Estate Co., Ltd. Under the same control Under the same control 440301103148532 4403011006250 Shenzhen Makway Cable TV Devices Co., Ltd. (Makway) Under the same control 440301501124988 South China Securities Ltd. (South China Securities) Under the same control 3600001132533 CATIC Hotel Co. Under the same control 76197033-5 Shenzhen CATIC Nanguang Elevator Co., Ltd. (CATIC Nanguang) Under the same control 4403011032584 2. Pricing policy The pricing policy for the Company’s related transactions is to price according to the agreement concluded by both parties. 3. Related transactions (1) Receiving labor services Related parties Amount in report year Amount of the same period of the previous year Amount Proportion in the amount involved in all the Company’s transactions of the same type (%) Amount Proportion in the amount involved in all the Company’s transactions of the same type (%) A. Engineering B. Property management CATIC Property 818,474.99 100.00 774,520.46 100.00 C. Lease CATIC Property 390,225.00 2.8 D. Payment for sales expenses with designated counters in the supermarket Rainbow Supermarket 3,139,091.66 3.67 3,892,414.08 5.72 E. Payment for the contract fee Shenzhen CATIC Electronics 300,000.00 100.00 F. Payment for the hotel management charge87 Related parties Amount in report year Amount of the same period of the previous year Amount Proportion in the amount involved in all the Company’s transactions of the same type (%) Amount Proportion in the amount involved in all the Company’s transactions of the same type (%) CATIC Hotel Co. 129,620.29 100.00 105,316.56- 100.00 Total 4,087,186.94 5,357,159.54 (2) Sales of Goods Related parties Amount in report year Amount of the same period of the previous year Amount Proportion in the amount involved in all the Company’s transactions of the same type Amount Proportion in the amount involved in all the Company’s transactions of the same type CATIC International Holdings 820,338.03 0.88% Total 820,338.03 0.88% (3) Supply of Lease Related parties Amount in report year Amount of the same period of the previous year Amount Proportion in the amount involved in all the Company’s transactions of the same type (%) Amount Proportion in the amount involved in all the Company’s transactions of the same type (%) Shenzhen CATIC Real Estate Development Co., Ltd. 946,520.00 3.08% 651,696.00 1.94% Shenzhen Makway Cable TV Devices Co., Ltd. 150,738.00 0.49% 150,738.00 0.45% Shenzhen CATIC Property Management Co., Ltd. 1,180,080.00 3.84% 1,312,728.00 3.90% South China Securities Ltd. 389,790.00 1.27% 389,790.00 1.16% Shenzhen CATIC Real Estate Co., Ltd. 213,210.00 0.69% Total 2,880,338.00 9.38% 2,504,952.00 7.45% (4) Other Related Transactions Guarantee for loans Related parties Amount in report year Amount of the same period of the previous year88 Amount Proportion in the amount involved in all the Company’s transactions of the same type Amount Proportion in the amount involved in all the Company’s transactions of the same type Shenzhen CATIC Group 595,000,000.0 0 100.00 580,000,000.00 100.00 Total 595,000,000.0 0 100.00 580,000,000.00 100.00 (5) Balance of Receivables from and Payables to the Related Parties Related parties Ending balance Opening balance Accounts receivable Rainbow Supermarket 2,000,915.07 - CATIC International Holdings 227,917.20 264,776.50 Total 2,228,832.27 264,776.50 Provision for bad debt from accounts receivable Rainbow Supermarket - Other receivables Rainbow Supermarket 70,221.60 - Feijing Co. 6,289,537.66 6,307,234.57 Total 6,359,759.26 6,307,234.57 Provision for bad debt from other receivables Feijing Co. 6,160,145.06 6,160,145.06 Total 6,160,145.06 6,160,145.06 Other payables Shenzhen CATIC Building Equipment Co., Ltd. 8,227.10 8,227.10 Shenzhen CATIC Nanguang Elevator Co., Ltd. 3,354.90 3,354.90 Shenzhen CATIC Property Management Co., Ltd. 368,653.50 37,213.05 Shenzhen CATIC Real Estate Development Co., Ltd. 85,800.00 85,800.00 Shenzhen CATIC Real Estate Co., Ltd. 424,800.00 - South China Securities Ltd. 150,000.00 150,000.00 CATIC Hotel Management Co., Ltd. 148,909.37 376,190.4589 Related parties Ending balance Opening balance Shenzhen Makway Cable TV Devices Co., Ltd. 50,246.00 50,246.00 Total 1,239,990.87 711,031.50 Long term accounts payable Beijing Harmony Co. 10,000,000.00 10,000,000.00 (IX) Operational Commitment The minimum rental payment which shall be paid by the Company for the irrevocable operational lease in the future years. Remaining time of the lease term Minimum rental payment (RMB10,000) Within 1 year (including 1 year) 1,609.25 Over 1 year but below 2 years (with 2 years inclusive) 2,677.46 Over 2 years but below 3 years (with 3 years inclusive) 2,341.31 Over 3 years 7,470.19 Total 14,098.21 Note: Commitment on Irrevocable operational lease mainly refers to the rental the Company should pay to supermarket and franchised shop premises. (X) Significant Events in the Report Period 1. Establishment of the Technology Company On June 15, 2009, the Company approved to establish FIYTA Technology Development Co. through its 1st meeting of the Sixth Board of Directors at which the Proposal on Establishment of FIYTA Technology Development Co. was adopted by voting. It is a solely invested subsidiary with registered capital of RMB 10 million and its temporary name is FIYTA Technology Development Co. The new company bases itself on a hi-tech enterprise, is a key research and development platform as well as a platform for conversion of scientific research achievements of FIYTA Technology Center. It development orientation is to carry out technology research work and conducts sophisticated machining business and machining watch movements as supporting service for customers as an important additional service of FIYTA watch industry and formed a new profit growth point for the purpose of reinforcing the risk resistance in the Company’s watch industry. 2. Increasing Investment in Hong Kong Co. On June 15, 2009, the 1st meeting of the Sixth Board of Directors approved the Proposal on Increasing Investment in FIYTA Hong Kong Limited, according to which the Company was to increase investment in FIYTA Hong Kong by HK$ 10 million so that the investment has increased to HK$20 million. Additional information I. Non-recurring gains/losses In accordance with Explanatory Announcement for Information Disclosures by That Make Public Offering of Securities No. 1: Non-Recurring Gains/Losses promulgated by China Securities Regulatory Commission (2008), the amounts of non-recurring gains/losses incurred in the Company in 2009 were as follows:90 Items Amount in the report period Amount of the same period of the previous year Gain/loss from disposal of non-current assets 33,543.28 Tax rebate, exemption or reduction approved by overstepping the authority or without official approval document - Governmental subsidy charged to the current gain and loss (except the governmental subsidies closely related with the Company’s business and enjoyable according to the unified standard quota or fixed amount specified by the central government). 100,000.00 392,800.00 Fund occupancy fee charged to the current gain and loss and collected by non-financial enterprises (except the fund occupancy fee collected by non-financial enterprises with qualification for operation of financial institutions established through approval of the concerned authority) - Gain/loss from that the consolidation cost less than the fair value of recognizable net assets in the consolidated unit - Gain and loss from change in the fair value - Investment gains/losses Provision for impairment of various assets arising from force majeure, such as natural disaster - Gains and losses from debts reorganization - Enterprise reorganization expenses - Gains/losses exceeding the fair value arising from transactions with obviously unfair prices - Net gain and loss of the subsidiary under the same control and produced from enterprise consolidation from the year beginning to the consolidation date - Gain and loss from predicted liabilities irrelevant to the Company’s principal business - Net income and expense of the business other than the above items 2,032,648.44 -58,110.96 Other non-recurring gains/losses specified by China Securities Regulatory Commission - Sub-total 2,132,648.44 368,232.32 Less: the amount affecting the enterprise income tax -426,529.69 -66,281.82 Net non-recurring gain and loss 1,706,118.75 301,950.50 Net non-recurring gain and loss attributable to minority shareholders Net non-recurring gain and loss attributable to shareholders of ordinary shares 1,706,118.75 301,950.50 Net profit attributable to the Company’s shareholders of ordinary shares less non-recurring gains and loss 25,460,942.67 38,117,288.54 Proportion in the net profit affected by the net non-recurring gains and losses (%) 6.28 0.79 II. Relevant Financial Indicators In accordance with No. 9 Guideline on Contents and Format for Information Disclosure of Companies That Make Public Offering of Securities ----Calculation and Disclosure of Return on Equity and Earnings Per Share, the net return on equity and earnings per share of the year 2008 calculated by the Company are presented as follows:91 Profit of the report period Report period Net return equity (%) Earnings per share (RMB/share) Fully diluted Weighted average Basic earnings per share Diluted earnings per share Net profit attributable to the Company’s shareholders of common shares Jan. to Jun., 2009 4.02% 3.95% 0.109 0.109 Jan. to Jun., 2008 5.94% 6.04% 0.154 0.154 Net profit attributable to the shareholders of ordinary shares less non-recurring gains and loss Jan. to Jun., 2009 3.76% 3.70% 0.102 0.102 Jan. to Jun., 2007 5.89% 5.99% 0.153 0.15392