深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 1 SHENZHEN FIYTA HOLDINGS LTD. 2010 1st 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 financial report of the first quarter has not been audited by the CPAs. 1.3 Mr. Wu Guangquan, the Chairman of the Board, Mr. Li Dehua, 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 quarterly report. §2 Company Information 2.1 Financial Highlights In RMB End of report period End of the previous year Increase/decrease % Total assets (RMB) 1,618,096,265.08 1,523,936,983.79 6.18% Owners’ equity attributable to the Company’s shareholders (RMB) 735,045,319.54 714,808,466.77 2.83% Capital stock (shares) 249,317,999.00 249,317,999.00 Net assets per share attributable to the Company’s shareholders (RMB/share) 2.95 2.87 2.83% Report period Same period of the previous year Increase/decrease (%) Total operating income (RMB) 407,994,496.90 282,119,256.95 44.62% Net profit attributable to the Company’s shareholders (RMB) 20,239,688.08 10,494,800.25 92.85% Net cash flow arising from operating activities (RMB) 19,022,130.42 81,714,990.56 -76.72% Net cash flow per share arising from operating activities (RMB/share) 0.08 0.33 -76.72% Basic earning per share ( RMB/share) 0.08 0.04 92.85% Diluted earning per share (RMB/share) 0.08 0.04 92.85% Net asset-income ratio, weighted average (%) 2.79% 1.53% 1.26% Net asset-income ratio, weighted average, less the non-recurring gain and loss (%) 2.79% 1.52% 1.27% Non-recurring gain/loss items Amount from year beginning to the end of the report period Other operating income and expenditures excluding the aforesaid items 62,191.06 Total 62,191.06 Note to the significant non-recurring gains and losses深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 2 - 2.2 Unrestricted shares held by the top ten shareholders at the end of the report period In shares Total shareholders at the end of the report period 21,118 Shareholding of the top ten shareholders of unrestricted negotiable shares Full names of shareholders Number of unrestricted negotiable shares held at the end of report period Categories Industrial and Commercial Bank of China – E Fund Value Based Growth Mixed Securities Investment Fund 6,501,772 RMB ordinary shares (A shares) BBH BOS S/A FIDELITY FD - CHINA FOCUS FD 4,775,113 Foreign shares listed domestically (B shares) Industrial and Commercial Bank of China – Huitianfu Even Growth Stock Type Securities Investment Fund 4,000,070 RMB ordinary shares (A shares) Industrial and Commercial Bank of China – Huitianfu Growth Focus Stock Type Securities Investment Fund 3,800,000 RMB ordinary shares (A shares) China Construction Bank - ABN AMRO TEDA Market Value Selected Stock Securities Investment Fund 2,549,459 RMB ordinary shares (A shares) Shanghai Jiayue Commercial Consulting Co., Ltd. 2,522,459 RMB ordinary shares (A shares) Wuxi Xinbaolian Investment Co., Ltd. 1,759,935 RMB ordinary shares (A shares) China Construction Bank - Penghua Prosperous Innovation Stock Fund (LOF) 1,699,900 RMB ordinary shares (A shares) FIRST SHANGHAI SECURITIES CO., LTD. 1,356,548 Foreign shares listed domestically (B shares) Industrial and Commercial Bank of China – UBS SDIC Growth Selected Stock Type Securities Co., Ltd. 1,299,865 RMB ordinary shares (A shares) §3 Significant Events 3.1 Main Items of Accounting Statements and Big Change in Financial Indicators √ Applicable □ Inapplicable (1) The monetary fund increased by RMB 35.22 million over the year beginning; short term bank loan newly increased by RMB 50 million in the report year; at the same time, payment for the investment, expenditures of opening HARMONY Chain Shops and costs for advertisement and promotion of the business department increased somewhat. (2) Increase of total operating income by RMB 125.87 million over the previous year with growth rate of 44.62% was mainly due to growth of sales. (3) Increase of the net profit attributable to the Company by RMB 9.75 million over the previous year with growth rate of 92.85% was mainly due to growth of sales. 3.2 Progress of Significant Events, its Impacts and the Solutions □ Applicable √ Inapplicable深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 3 3.3 Implementation of the Commitments of the Company, the Shareholders and the Eventual Controller √ applicable □ non-applicable Events of Commitment Accepter Description Implementation Commitments for Equity Separation Reform Shenzhen CATIC Group 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 restricted shares held by Shenzhen CATIC Group. Commitments for restricted shares - - - Commitments in the acquisition report or equity change report. - - - Commitments in reorganization of significant assets - - - Commitments at the time of issuing - - - Other commitments (with supplementary commitments inclusive) - - - 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 √ Inapplicable 3.5 Other Important Matters Necessary to be Clarified 3.5.1 Securities Investment □ applicable √ inapplicable深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 4 3.5.2 Statement of such activities as reception of survey, communications, interviews in the report period Reception time Reception place Way of reception Visitors received Topics and information furnished March 1, 2010 Company On-site survey Galaxy Fund Management Co., Ltd., ABN AMRO TEDA Fund Management Co., Ltd., SYWG BNP Paris Asset Management Co., Ltd., UBS SDIC 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 public brochures in 2009. March 19, 2010 Company On-site survey Da Cheng 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 public brochures in 2009. 3.5.3 Notes to Other Significant Events □ applicable √ inapplicable 3.6 Investment in Derivatives □ applicable √ inapplicable 3.6.1 Holdings of Derivatives Invested at the End of the Report Period □ applicable √ inapplicable §4 Appendix 4.1 Balance Sheet Prepared by: SHENZHEN FIYTA HOLDINGS LTD. March 31, 2010 In RMB Ending balance Opening balance Items Consolidated Parent company: Consolidated Parent company: Current assets: Monetary funds 130,916,657.26 51,687,105.73 95,701,580.19 46,560,890.55 Settlement Reserve Loans to other parties Transactional financial assets Notes receivable Accounts receivable 134,099,886.03 26,609,757.25 121,982,162.66 35,388,589.40 Advances to suppliers 8,524,511.17 9,635,501.76 Insurance premium payable深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 5 Accounts receivable reinsurance Reserve for accounts receivable reinsurance Interest receivable Dividend receivable 52,881,874.21 52,881,874.21 Other receivables 20,294,823.38 355,363,895.40 17,788,978.11 311,998,322.20 Reverse repurchase agreements Inventories 797,328,819.23 83,222,277.05 761,181,955.71 73,836,464.73 Non-current assets due within a Year Other current assets 2,055,731.42 3,214,514.17 Total current assets 1,093,220,428.49 569,764,909.64 1,009,504,692.60 520,666,141.09 Non-Current Assets: Loan provision and advances Available-for-sale financial assets Held-to-due investment Long term accounts receivable Long-term equity investment 1,921,317.92 354,429,317.92 1,921,317.92 354,429,317.92 Investment based real estate 170,028,727.95 170,028,727.95 171,577,646.00 171,577,646.00 Fixed assets: 257,000,911.28 243,180,954.01 259,762,029.76 246,256,473.81 Construction-in-progress Engineering supplies Disposal of fixed assets Production based biologic assets Oil and gas asset Intangible assets 13,233,120.40 12,407,959.76 13,476,895.15 12,614,912.03 Development expenses Goodwill 6,240,816.14 Long-term expenses to be apportioned 63,412,469.83 20,579,080.96 54,969,153.37 14,079,756.40 Asset of deferred income tax 13,038,473.07 3,553,212.40 12,725,248.99 3,553,212.40 Other non-current assets Total non-current assets 524,875,836.59 804,179,253.00 514,432,291.19 802,511,318.56 Total assets 1,618,096,265.08 1,373,944,162.64 1,523,936,983.79 1,323,177,459.65 Current liabilities Short-term Loan: 605,000,000.00 535,000,000.00 555,000,000.00 495,000,000.00 Borrowing from the Central Bank Deposit taking and due from banks Loan from bank Transactional financial liabilities Notes payable深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 6 Accounts payable 91,442,743.56 42,814,569.27 82,618,423.24 27,685,998.17 Advance receipts 3,222,571.68 2,393,838.63 2,012,363.70 1,302,325.64 Payment from sale of the repurchased financial assets Service charge and commission receivable Salaries Payable to Staff 6,786,709.69 300,000.00 15,503,449.35 6,462,650.00 Taxes payable 17,237,884.97 10,674,330.45 7,825,840.81 10,287,916.08 Interest payable 860,498.61 860,498.61 860,498.61 860,498.61 Dividends payable 584,110.90 584,110.90 Other payables 30,621,246.50 22,944,393.41 23,025,452.89 22,697,269.81 Accounts receivable reinsurance Insurance contract reserve Acting trading securities Acting underwriting securities Non-current Liabilities due within a Year Other current liabilities 1,280,329.28 Total current liabilities 755,755,765.91 614,987,630.37 688,710,468.78 564,296,658.31 Non-Current Liabilities: Long-term borrowings 90,000,000.00 90,000,000.00 90,000,000.00 90,000,000.00 Bonds payable Long term accounts payable 10,302,782.22 3,500,000.00 Special accounts payable Predicted liabilities Liabilities of deferred income tax 106,989.94 106,989.94 106,989.94 106,989.94 Other non-current liabilities 6,400,000.00 5,900,000.00 6,400,000.00 5,900,000.00 Total non-current liabilities 106,809,772.16 96,006,989.94 100,006,989.94 96,006,989.94 Total liabilities 862,565,538.07 710,994,620.31 788,717,458.72 660,303,648.25 Owners’ equity (or 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 191,847,232.65 191,847,232.65 191,847,232.65 191,847,232.65 Less: shares in stock Special reserve Surplus reserve 115,946,088.88 115,946,088.88 115,946,088.88 115,946,088.88 General provision for risk Retained earnings 178,816,777.92 105,838,221.80 158,577,089.84 105,762,490.87 Cumulative translation adjustments -882,778.91 -879,943.60 Total owner’s equity attributable to the parent company 735,045,319.54 662,949,542.33 714,808,466.77 662,873,811.40 Minority shareholders’ equity 20,485,407.47 20,411,058.30 Total owners’ equity 755,530,727.01 662,949,542.33 735,219,525.07 662,873,811.40深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 7 Total liabilities and owners’ equity 1,618,096,265.08 1,373,944,162.64 1,523,936,983.79 1,323,177,459.65 4.2 Profit Statement Prepared by: SHENZHEN FIYTA HOLDINGS LTD. Jan to Mar, 2010 In RMB Amount in the report period Amount in the previous period Items Consolidated Parent company Consolidated Parent company I. Total operating income 407,994,496.90 73,153,214.09 282,119,256.95 62,800,246.00 Including: Operating income 407,994,496.90 73,153,214.09 282,119,256.95 62,800,246.00 Interest income Earned premium Service charge and commission income II. Total operating costs 382,318,166.73 73,074,354.04 268,750,958.92 63,036,129.85 Including: Operating costs 287,270,260.71 34,603,451.01 190,048,990.92 27,055,069.99 Interest expense Service charge and commission Surrender value Net payment per claim Net provision for insurance contract Expenditures dividend policy Reinsurance expense Business tax and surcharges 1,596,037.95 1,062,445.67 1,294,243.87 1,026,890.59 Sales expenses 53,803,594.56 23,020,404.68 42,383,888.56 18,916,052.79 Administrative expenses 29,383,814.09 10,581,363.18 24,866,199.10 11,482,605.18 Financial expenses 10,264,459.42 3,806,689.50 10,157,636.47 4,555,511.30 Loss from impairment of assets Plus: Income from change in fair value (loss stated with “-“) Return on investment (loss stated with “-“) Including: Investment income in associates and joint ventures Exchange income (loss stated with “-“) III. Profit from businesses (loss stated with “-“) 25,676,330.17 78,860.05 13,368,298.03 -235,883.85 Plus: Non-operating income 134,630.16 38,619.04 58,026.45 49,381.30 Less: Non-operating expenses 72,439.10 17,863.66 2,617.47 1,617.47 Including: Loss from disposal of non-current assets 17,527.99 17,527.99 IV. Total Profit (total loss stated with “-“) 25,738,521.23 99,615.43 13,423,707.01 -188,120.02深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 8 Less: Income tax expenses 5,427,673.16 23,884.50 2,729,646.34 V. Net Profit (loss stated with “-“) 20,310,848.07 75,730.93 10,694,060.67 -188,120.02 Net profit attributable to the owner of the parent company 20,239,688.08 75,730.93 10,494,800.25 -188,120.02 Minority shareholders’ gain/loss 71,159.99 199,260.42 VI. Earnings per share: (I) Basic earnings per share 0.08 0.04 (II) Diluted earnings per share 0.08 0.04 VII. Other comprehensive earnings VIII. Total comprehensive earnings 20,310,848.07 75,730.93 10,694,060.67 -188,120.02 Total comprehensive income attributable to the parent company’s owner 20,239,688.08 75,730.93 10,494,800.25 -188,120.02 Total comprehensive income attributable to the minority shareholders 71,159.99 199,260.42 4.3 Cash Flow Statement Prepared by: SHENZHEN FIYTA HOLDINGS LTD. Jan to Mar, 2010 In RMB Amount in the report period Amount in the previous period Items Consolidated Parent company Consolidated Parent company I. Net cash flows arising from operating activities: Cash received from sales of goods and supply of labor 461,956,131.18 90,838,022.95 332,831,363.29 65,195,104.61 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深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 9 other banks, net Increase of fund from repurchase business, net Rebated taxes received 623,119.27 623,119.27 Other cash in connection with operation activities as received 6,269,755.77 770,476.73 401,367.40 53,486,216.00 Subtotal of cash flow in from operating activities 468,849,006.22 92,231,618.95 333,232,730.69 118,681,320.61 Cash paid for purchase of goods and reception of labor services 348,772,513.70 29,286,504.49 165,409,913.05 17,129,720.48 Net increase of loans and advances to the customers Net increase of amounts due from the central bank and 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 48,969,841.36 21,418,956.78 41,254,041.21 19,040,353.30 Taxes paid 20,732,539.37 5,353,308.84 12,583,507.26 6,548,138.76 Other operation related cash payments 31,351,981.37 53,099,952.49 32,270,278.61 13,487,239.14 Subtotal of cash flow out from operating activities 449,826,875.80 109,158,722.60 251,517,740.13 56,205,451.68 Net cash flow generated from operating activities 19,022,130.42 -16,927,103.65 81,714,990.56 62,475,868.93 II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from investment income Net amount of cash received from disposal of fixed assets, intangible assets and other long term assets 1,800.00 1,700.00 1,700.00 Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts 331.45 Subtotal of cash flow in from investment activities 1,800.00 1,700.00 2,031.45 Cash paid for construction/purchase of fixed assets, intangible assets and other long term assets 17,588,296.63 10,568,253.67 11,099,313.86 474,719.00 Cash paid for investment 7,924,498.24深圳市飞亚达(集团)股份有限公司2010 年第一季度季度报告全文 10 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 25,512,794.87 10,568,253.67 11,099,313.86 474,719.00 Net cash flow arising from investment activities -25,510,994.87 -10,566,553.67 -11,097,282.41 -474,719.00 III. Cash flows arising from fund raising activities: Cash received from absorption of investment Incl.: Cash received from absorption of minority shareholders’ investment Cash received from borrowings 355,000,000.00 345,000,000.00 140,000,000.00 140,000,000.00 Cash received from bond issuing Other fund raising related cash receipts 30,000,000.00 Subtotal of cash flow in from fund-raising activities 355,000,000.00 345,000,000.00 170,000,000.00 140,000,000.00 Cash paid for liabilities repayment 305,000,000.00 305,000,000.00 180,000,000.00 180,000,000.00 Cash paid for dividend/profit distribution or repayment of interest 8,238,661.80 7,380,127.50 9,089,757.50 9,089,757.50 Incl.: Dividend and profit paid by the subsidiaries to minority shareholders Other fund raising related cash payments 307,666.66 Subtotal of cash flow out from fund-raising activities 313,238,661.80 312,380,127.50 189,397,424.16 189,089,757.50 Net cash flow arising from fund-raising activities 41,761,338.20 32,619,872.50 -19,397,424.16 -49,089,757.50 IV. Amount involved in change of exchange rate influencing the cash and cash equivalent -57,396.68 V. Net increase of cash and cash equivalents 35,215,077.07 5,126,215.18 51,220,283.99 12,911,392.43 Plus: Opening balance of cash and cash equivalents 95,701,580.19 46,560,890.55 108,233,795.73 54,938,436.99 VI. Ending balance of cash and cash equivalents 130,916,657.26 51,687,105.73 159,454,079.72 67,849,829.42 4.4 Auditor’s Report Auditor’s Opinion: Unaudited.