SHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 1 SHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text §1 Important 1.1 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 completion of the whole contents. 1.2 The Company’s financial report of the third quarter has not been audited by the certified public accountants. 1.3. Mr. Wu Guangquan, the Company leader, Mr. Li Dehua, chief financial officer, and Mr. Hu Xinglong, the manager of the accounting department (accounting supervisor) hereby confirm the authenticity and completeness of the financial report enclosed in this quarterly report. §2 Company Information 2.1 Financial Highlights In RMB September 30, 2009 December 31, 2008 Increase/Decrease rate (+/-%) Total assets, in RMB 1,484,390,816.72 1,441,187,545.35 3.00% Owner’s equity attributable to the Company’s shareholders, in RMB 696,801,089.57 670,923,545.85 3.86% Capital stock (share) 249,317,999.00 249,317,999.00 0.00% Net asset per share attributable to the Company’s shareholders (RMB/share) 2.79 2.69 3.86% Jul – Sep, 2009 Year-on-year increase/decrease (%) Jan – Sep, 2009 Year-on-year increase/decrease (%) Gross income in RMB 313,123,034.10 20.61% 885,816,723.98 13.83% Net profit attributable to the Company’s shareholders, in RMB 20,651,393.66 27.21% 47,818,455.08 -12.51% Net cash flows arising from operating activities, in RMB - - 81,159,012.38 Net cash flows per share arising from operating activities (RMB/share) - - 0.33 Basic earning per share (RMB/share) 0.083 27.69% 0.192 -12.51% Diluted earning per share (RMB/share) 0.083 27.69% 0.192 -12.51% Net assets-income ratio (%) 2.96% 20.82% 6.86% -16.94% Net assets-income ratio after deducting the non-recurring gains and 3.09% 29.40% 6.75% -17.22%SHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 2 loss (%) In RMB Non-recurring profit and loss items Amount from year beginning to the end of the report period Notes Net income and expense of the business other than the above items 1,009,366.79 Amount influencing the income tax -201,873.36 Total 807,493.43 - 2.2 Total shares and shares held by the top ten shareholders of non-restricted shares at the end of the report period Shares Total shareholders at the end of the report period 28,787 Shares held by top 10 shareholders of non-restricted shares Full names of shareholders Quantity of the non-restricted negotiable shares held at the end of the period Types Industrial and Commercial Bank of China – E-Fund Value Growth Mixed Securities Investment Fund 5,851,877 A Shares LEHMAN BROTHERS INTERNATIONAL (EUROPE) 2,511,883 A Shares UBS AG 2,108,280 A Shares HANG SENG CONSUMER SECTOR FLEXIPOWER FUND 1,472,200 B shares SBCI FINANCE ASIA LTD A/C SBC HONG KONG 926,580 B shares LAU,WANG 685,600 B shares Dai Wen 557,333 A Shares PRO PERFORMANCE 518,000 B shares Luo Kaifu 488,140 A Shares Zeng Xiangrong 466,464 A Shares §3 Important Events 3.1 Big Changes in Principal Accounting Statement Items and Financial Indexes and the Causes √ applicable □ inapplicable (1) In the report period, increase of the account payable by RMB 28.4854 million was mainly due to increase of loans for opening new Harmony shops (2) In the report period, increase of the liability of deferred income tax by RMB 0.7186 million was due to increase of the market value of the shares held by the Company; (3) In the report period, increase of the financial assets available for sale by RMB 3.553 million over the year beginning was due to increase of the market value of the shares held by the Company.SHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 3 3.2 Progress of Significant Events, its Impacts and the Solutions □ applicable √ inapplicable 3.3 Implementation of the Commitments of the Company, the Shareholders and the Eventual Controller √ applicable □ inapplicable Commitments Description Implementation Commitment for Equity Separation Reform (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. The commitment is in process of implementation. 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 shares with sales restriction held by Shenzhen CATIC Group. Commitment for restricted shares (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. The commitment is in process of implementation. 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 shares with sales restriction held by Shenzhen CATIC Group. Commitments in the acquisition report or report on change of equity Nil Nil Commitment at the time of important assets reorganization Nil Nil Commitment at the time of issuing Nil Nil Other commitment (including additional commitment) Nil Nil 3.4 Prediction of the possibility of the accumulated net profit from the year beginning to the end of the next report period being of loss; or warning for big changes in the net profit in comparison with the same period of the previous year and the reasons □ applicable √ inapplicableSHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 4 3.5 Other Important Matters Necessary to be Clarified (1) In the report period, the Company was never engaged in such activities as supply of fund to the controlling shareholders or other related parties or offered guarantee against the specified procedures; (2) In the report period, the Company neither proposed nor implemented the shareholding increase plan for the shareholders holding over 30% of the Company’s shares; (3) In the report period, the Company had no important contract necessary to be disclosed. 3.5.1 Statement of such activities as reception, research, communication, interview in the report period Reception Time Reception place Way of reception Visitor received Topics and information furnished July 9, 2009 The Company On-the-spot survey Huili Fund Management Co. 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 public brochures August 27, 2009 The Company On-the-spot survey Xingye Securities 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 public brochures September 7, 2009 The Company On-the-spot survey Shanghai Haotong Investment Consulting 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 public brochures September 10, 2009 The Company On-the-spot survey Guosen Securities 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 public brochures 3.6 Investment in Derivatives □ applicable √ inapplicable 3.6.1 Investment Based Derivatives Held at the End of the Report Period □ applicable √ inapplicableSHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 5 §4 Appendix 4.1. Balance Sheet Prepared by: SHENZHEN FIYTA HOLDINGS LTD. September 30, 2009 In RMB Items Ending balance Opening Balance Consolidated Parent company Consolidated Parent company Current assets: Monetary funds 85,816,429.55 41,981,496.44 108,233,795.73 54,938,436.99 Settlement funds Lendings Transaction based financial assets Notes receivable Accounts receivable 117,756,842.00 37,410,591.90 100,540,669.65 30,970,485.15 Advance to Suppliers 12,187,350.07 20,772,416.86 Receivable premium Reinsurance accounts receivable Reserve for reinsurance contract receivable Interest receivable Dividend receivable 45,838,566.24 45,838,566.24 Other receivables 23,813,828.82 293,456,832.44 19,547,646.16 328,199,004.65 Reverse repurchase agreement Provisions for price falling of inventories 722,405,862.12 68,436,557.76 677,127,363.08 70,057,384.10 Non-current assets due within a year Other current assets 0.00 2,623,608.52 Total current assets 961,980,312.56 487,124,044.78 928,845,500.00 530,003,877.13 Non-current assets: Provision of loans and advance in cash Available-for-sale financial assets 8,096,000.00 8,096,000.00 4,543,000.00 4,543,000.00 Held- to-due investments Long term accounts receivable Long-term equity investment 7,738,614.00 346,441,614.00 7,701,374.39 336,404,374.39 Investment Based Real Estate 173,126,564.05 173,126,564.05 177,773,318.21 177,773,318.21 Fixed assets 256,784,414.35 243,546,186.33 262,829,687.92 249,121,975.84 Construction-in-progress Engineering supplies Disposal of fixed assets Productive biological asset Oil and gas asset Intangible assets 12,957,806.64 12,844,606.64 12,896,865.80 12,783,665.80SHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 6 Development expenditures Goodwill Long-term expenses to be apportioned 53,285,253.07 13,291,299.30 35,880,151.86 10,834,367.04 Deferred income tax asset 10,421,852.05 3,589,700.58 10,717,647.17 3,940,470.02 Other non-current assets Total non-current assets 522,410,504.16 800,935,970.90 512,342,045.35 795,401,171.30 TOTAL ASSETS 1,484,390,816.72 1,288,060,015.68 1,441,187,545.35 1,325,405,048.43 Current liabilities: Short-term Loan 515,000,000.00 495,000,000.00 575,000,000.00 575,000,000.00 Borrowings from the Central Bank Absorption of deposit and inter-bank deposit and loan Loan from bank Transaction based financial assets Notes payable Accounts payable 87,294,626.47 29,839,493.64 58,809,238.66 7,827,286.28 Advance from customers 1,411,285.70 1,216,587.00 2,092,162.76 318,790.01 Repurchase agreement Service charge and commission payable Staff’s wages payable 7,898,183.35 1,895,914.53 11,845,608.17 3,946,072.82 Taxes payable 6,331,352.09 6,849,178.13 -10,317,406.43 7,421,939.59 Interest payable 519,407.17 519,407.17 987,587.50 987,587.50 Dividends payable 395,426.76 395,426.76 Other payables 32,646,027.89 29,718,027.33 36,863,962.80 31,429,069.07 Reinsurance accounts payable Reserve for insurance contract Income from securities trading on commission Income from securities underwriting on commission Non-current liabilities due within a year Total other current liabilities 0.00 1,546,453.73 800,000.00 Total current liabilities 651,496,309.43 565,038,607.80 677,223,033.95 627,730,745.27 Non-current liabilities: Long-term Loan 110,000,000.00 110,000,000.00 70,000,000.00 70,000,000.00 Bonds payable Long term accounts payable 10,000,000.00 10,050,000.00 50,000.00 Special accounts payable Predicted liabilities Deferred income tax liability 1,090,386.87 1,082,374.70 371,774.70 371,774.70 Other non-current liabilities 5,000,000.00 5,000,000.00 4,050,000.00 4,050,000.00 Total non-current liabilities 126,090,386.87 116,082,374.70 84,471,774.70 74,471,774.70SHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 7 Total Liabilities 777,586,696.30 681,120,982.50 761,694,808.65 702,202,519.97 Owners’/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 195,924,032.65 195,924,032.65 193,081,632.65 193,081,632.65 Less: shares in stock Specialized reserve Surplus Reserve 109,362,340.60 109,362,340.60 109,362,340.60 109,362,340.60 Provisions for general risks Retained Earnings 142,912,052.93 52,334,660.93 120,025,397.75 71,440,556.21 Cumulative translation adjustments -715,335.61 -863,824.15 Total owners’ equity attributable to the parent company 696,801,089.57 606,939,033.18 670,923,545.85 623,202,528.46 Minority shareholders’ interests 10,003,030.85 8,569,190.85 Total owner’s equity 706,804,120.42 606,939,033.18 679,492,736.70 623,202,528.46 Total liabilities and owners’ equity 1,484,390,816.72 1,288,060,015.68 1,441,187,545.35 1,325,405,048.43 4.2 Statement of Profit in the Report Period Prepared by: SHENZHEN FIYTA HOLDINGS LTD. July to September, 2009 In RMB Items Report Period Same Period of the Previous Year Consolidated Parent company Consolidated Parent company I. Total operating income 313,123,034.10 62,361,775.25 259,625,877.22 65,457,925.29 Including: Operating income 313,123,034.10 62,361,775.25 259,625,877.22 65,457,925.29 Interest income Earned premium Service charge and commission income II. Total operating costs 287,195,944.14 56,863,091.73 242,347,322.79 63,316,394.29 Including: Operating costs 209,684,521.78 25,936,740.82 160,439,377.93 26,837,465.39 Interest expense Service charge and commission payment Surrender Value Net payment per claim Net provision for insurance contract Expenditures dividend policy Reinsurance expense Business Taxes and Surcharges 1,852,627.90 1,083,979.48 1,818,151.91 898,258.71 Sales expenses 41,956,314.04 17,232,616.62 40,823,243.61 18,690,110.46 Overheads 24,804,207.11 9,524,549.37 26,587,237.18 9,552,302.02 Financial expenses 8,898,273.31 3,085,205.44 12,679,312.16 7,338,257.71 Loss from impairment of assetsSHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 8 Plus: Income from change in fair value (loss stated with “-“) Investment return (loss stated with “-“) 7,617.02 7,617.02 93,500.00 781,873.73 Including: Investment income in associates and joint ventures 7,617.02 7,617.02 -9,065.35 -9,065.35 Exchange income (loss stated with “-“) III. Profit from businesses (loss stated with “-“) 25,934,706.98 5,506,300.54 17,372,054.43 2,923,404.73 Plus: Non-operating income 1,147,988.85 846,565.62 414,230.36 412,321.60 Less: Non-operating expenses 2,271,270.50 2,105,240.00 15,708.13 9,391.24 Including: Loss from disposal of non-current assets 0.00 0.00 5,973.78 773.64 IV. Total Profit (total loss stated with “-“) 24,811,425.33 4,247,626.16 17,770,576.66 3,326,335.09 Less: Income tax expenses 4,181,173.02 4,396.90 1,373,091.43 705,019.67 V. Net Profit (loss stated with “-“) 20,630,252.31 4,243,229.26 16,397,485.23 2,621,315.42 Net profit attributable to the owner of the parent company 20,651,393.66 4,243,229.26 16,233,677.65 2,621,315.42 Minority shareholders’ gain/loss -21,141.35 0.00 163,807.58 VI. Earnings per share* (I) Basic earnings per share 0.083 0.065 (II) Diluted earnings per share 0.083 0.065 VII. Other comprehensive income VIII. Total comprehensive income 20,630,252.31 4,243,229.26 16,397,485.23 2,621,315.42 Total comprehensive income attributable to the parent company’s owner 20,651,393.66 4,243,229.26 16,233,677.65 2,621,315.42 Total comprehensive income attributable to the minority shareholders -21,141.35 163,807.58 4.3 Statement of Profit from the Year Beginning to the End of the Report Period Prepared by: SHENZHEN FIYTA HOLDINGS LTD. January to September, 2009 In RMB Items Amount in the report period Amount in the previous period Consolidated Parent company Consolidated Parent company I. Total operating income 885,816,723.98 190,850,853.60 778,175,229.41 178,425,167.44 Including: Operating income 885,816,723.98 190,850,853.60 778,175,229.41 178,425,167.44 Interest income Earned premium Service charge and commission incomeSHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 9 II. Total operating costs 827,681,397.96 185,625,944.42 713,723,129.79 165,205,788.72 Including: Operating costs 592,630,189.22 83,371,936.76 502,456,593.14 71,074,749.89 Interest expense Service charge and commission payment Surrender Value Net payment per claim Net provision for insurance contract Expenditures dividend policy Reinsurance expense Business Taxes and Surcharges 4,743,875.77 3,226,671.50 4,995,670.14 2,750,260.33 Sales expenses 127,384,669.43 55,105,975.29 108,867,906.60 49,005,575.15 Overheads 73,237,403.62 31,470,465.32 67,519,256.38 32,726,347.14 Financial expenses 29,675,659.92 12,441,295.55 29,883,703.53 9,648,856.21 Loss from impairment of assets 9,600.00 9,600.00 Plus: Income from change in fair value (loss stated with “-“) Investment return (loss stated with “-“) 187,239.61 187,239.61 84,434.65 772,808.38 Including: Investment income in associates and joint ventures 187,239.61 187,239.61 -9,065.35 -9,065.35 Exchange income (loss stated with “-“) III. Profit from businesses (loss stated with “-“) 58,322,565.63 5,412,148.79 64,536,534.27 13,992,187.10 Plus: Non-operating income 3,309,874.86 2,896,996.48 881,805.37 577,459.98 Less: Non-operating expenses 2,300,508.07 2,128,049.31 115,050.82 41,318.90 Including: Loss from disposal of non-current assets 5,973.78 773.64 IV. Total Profit (total loss stated with “-“) 59,331,932.42 6,181,095.96 65,303,288.82 14,528,328.18 Less: Income tax expenses 11,095,242.20 355,191.34 9,972,420.91 2,710,099.07 V. Net Profit (loss stated with “-“) 48,236,690.22 5,825,904.62 55,330,867.91 11,818,229.11 Net profit attributable to the owner of the parent company 47,818,455.08 5,825,904.62 54,652,916.69 11,818,229.11 Minority shareholders’ gain/loss 418,235.14 677,951.22 VI. Earnings per share* (I) Basic earnings per share 0.192 0.219 (II) Diluted earnings per share 0.192 0.219 VII. Other comprehensive income VIII. Total comprehensive 48,236,690.22 5,825,904.62 55,330,867.91 11,818,229.11SHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 10 income Total comprehensive income attributable to the parent company’s owner 47,818,455.08 5,825,904.62 54,652,916.69 11,818,229.11 Total comprehensive income attributable to minority shareholders 418,235.14 677,951.22 4.4 Statement of Cash Flow from the Year Beginning to the End of the Report Period Prepared by: SHENZHEN FIYTA HOLDINGS LTD. January to September, 2009 In RMB Items Amount in the report period Amount in the previous period Consolidated Parent company Consolidated Parent company I. Net cash flows arising from operating activities Cash received from sales of goods and supply of labor 997,120,457.55 199,740,823.55 894,116,508.90 213,217,109.27 Net increase of the customers’ deposit and amount from banks Net increase of borrowing from the central bank Net increase of borrowing from other financial institutions Cash received from the premium of the original insurance contract Cash received from the reinsurance business, net Increase of the reserve from policy holders and investment, net Increase from disposal of transactional financial assets, net Cash from collection of interest, service charge and commission Increase of loan from other banks, net Increase of fund from repurchase business, net Rebated taxes received Other cash in connection with operation activities as received 6,166,502.94 57,793,203.76 3,714,389.05 27,564,631.08 Subtotal of cash flow in from operating activities 1,003,286,960.49 257,534,027.31 897,830,897.95 240,781,740.35 Cash paid for purchase of goods and reception of labor services 663,059,526.95 53,020,791.51 803,249,547.83 72,811,495.65 Net increase of loans and advances to the customers Net increase of amounts due from the central bank andSHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 11 other banks Cash from payment for settlement of the original insurance contract Cash for payment of interest, service charge and commission Cash for payment of policy dividend Cash paid to and for staff 100,581,984.91 42,822,170.54 87,933,062.15 39,437,703.82 Taxes paid 56,061,859.54 18,296,306.89 38,223,774.12 13,129,096.02 Other operation related cash payments 102,424,576.71 48,613,901.62 86,224,426.78 26,688,428.13 Subtotal of cash flow out from operating activities 922,127,948.11 162,753,170.56 1,015,630,810.88 152,066,723.62 Net cash flow generated from operating activities 81,159,012.38 94,780,856.75 -117,799,912.93 88,715,016.73 II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from investment income 93,500.00 93,500.00 Net amount of cash received from disposal of fixed assets, intangible assets and other long term assets 182,656.00 180,956.00 348,840.00 316,000.00 Net cash received from disposal of subsidiaries and other operating units. Other investment related cash receipts Subtotal of cash flow in from investment activities 182,656.00 180,956.00 442,340.00 409,500.00 Cash paid for construction/purchase of fixed assets, intangible assets and other long term assets 35,064,313.73 8,346,348.47 160,359,252.16 148,034,864.55 Cash paid for investment 10,000,000.00 176,200,000.00 Net increase of hypothecated loans Net cash paid by subsidiaries and other operating units Other investment related cash payments Subtotal of cash flow out from investment activities 35,064,313.73 18,346,348.47 160,359,252.16 324,234,864.55 Net cash flow arising from investment activities -34,881,657.73 -18,165,392.47 -159,916,912.16 -323,825,364.55 III. Cash flows arising from fund raising activities: Cash received from absorption of investment 1,340,184.00 Incl.: Cash received fromSHENZHEN FIYTA HOLDINGS LTD. 2009 3rd Quarterly Report – Full Text 12 absorption of minority shareholders’ investment Cash received from borrowings 445,000,000.00 425,000,000.00 550,000,000.00 550,000,000.00 Cash received from bond issuing Other fund raising related cash receipts 34,119,083.43 Subtotal of cash flow in from fund-raising activities 446,340,184.00 425,000,000.00 584,119,083.43 550,000,000.00 Cash paid for liabilities repayment 465,000,000.00 465,000,000.00 250,000,000.00 250,000,000.00 Cash paid for dividend/profit distribution or repayment of interest 50,034,904.83 49,572,404.83 51,232,156.44 51,232,156.44 Incl.: Dividend and profit paid by the subsidiaries to minority shareholders Other fund raising related cash payments Subtotal of cash flow out from fund-raising activities 515,034,904.83 514,572,404.83 301,232,156.44 301,232,156.44 Net cash flow arising from fund-raising activities -68,694,720.83 -89,572,404.83 282,886,926.99 248,767,843.56 IV. Amount involved in change of exchange rate influencing the cash and cash equivalent V. Net increase of cash and cash equivalents -22,417,366.18 -12,956,940.55 5,170,101.90 13,657,495.74 Plus: Opening balance of cash and cash equivalents 108,233,795.73 54,938,436.99 84,043,521.74 46,746,295.03 VI. Ending balance of cash and cash equivalents 85,816,429.55 41,981,496.44 89,213,623.64 60,403,790.77 4.5 Auditor’s Report Auditor’s Opinion: Unaudited Board of Directors of SHENZHEN FIYTA HOLDINGS LTD. OCT. 29, 2009