st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT SHENZHEN FIYTA HOLDINGS LTD 2011 1st Quarterly Report, Full Text §1 Important 1.1. The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives hereby individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions or errors which would render any statement misleading. 1.2 The Company’s 1st Quarterly Financial Report has not been audited by the CPAs. 1.3. Mr. Wu Guangquan, the Company leader, Mr. Li Dehua, chief financial officer and the Mr. Hu Xinglong, the person in charge of the accounting department (the person in charge of the accounting) hereby confirm the authenticity and completeness of the financial report enclosed in this quarterly report. §2 Company Information 2.1 Financial highlights In RMB End of the report period End of the previous year Increase/decrease (%) Total assets, in RMB 2,302,506,165.79 2,436,539,054.39 -5.50% Owner’s equity attributable to the Company’s 1,302,177,746.56 1,265,996,583.67 2.86% shareholders, in RMB Capital stock, in shares 280,548,479.00 280,548,479.00 0.00% Net asset per share attributable to the 4.64 4.51 2.88% Company’s shareholders (RMB/share) Same Period of the Report period Increase/decrease (%) Previous Year Turnover, in RMB 613,099,786.10 407,994,496.90 50.27% Net profit attributable to the Company’s 36,736,703.99 20,239,688.08 81.51% shareholders in RMB Net cash flows arising from operating -45,795,420.73 19,022,130.42 - activities, in RMB Net cash flows per share arising from -0.16 0.08 - operating activities (RMB/share) Basic earning per share (RMB/share) 0.13 0.08 81.51% Diluted earning per share (RMB/share) 0.13 0.08 81.51% Net assets-income ratio , weighted average, 2.86% 2.79% 0.07% (%) Weighted net assets-income ratio less the 2.83% 2.79% 0.04% non-recurring gains and loss (%) Non-recurring profit and loss items √ applicable □ inapplicable In RMB 1 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT Non-recurring profit and loss items Amount Note (if applicable) Government subsidy credited to the current gain and loss but except the government subsidy with close relation with the 500,000.00 Company’s normal business, in compliance with the national policy, with the nominal amount or fixed amount Income and expenses from the business other than the above 53,870.73 items Total 553,870.73 - 2.2 Total number of shareholders 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 16,645 period Shares held by top 10 shareholders of non-restricted shares Quantity of the non-restricted Full names of shareholders negotiable shares held at the end of Categories the period Industrial and Commercial Bank of China – E-Fund Value Growth Mixed Securities 6,800,000 A Shares Investment Fund KGI ASIA LIMITED 3,026,918 B shares China Merchants Securities (HK) Co., Ltd. 2,454,335 B shares Industrial and Commercial Bank of China – Huitianfu Growth Focus Stock Based 2,287,579 A Shares Securities Investment Fund BANK JULIUS BAER & CO.LTD 1,899,872 B shares BBH BOS S/A FIDELITY FD - CHINA 1,726,713 B shares FOCUS FD MARTIN CURRIE INVESTMENT 1,594,971 A Shares MANAGEMENT LIMITED Industrial and Commercial Bank of China – Guotou Ruiyin Core Enterprise Stock Based 1,549,763 A Shares Securities Investment Fund Taikang Life Insurance Co., Ltd. – Tradition – General Insurance Product 1,494,873 A Shares -019L-CT001 Shen Industrial and Commercial Bank of China – Huitianfu Private Vigorous Stock Based 1,451,620 A Shares Securities Investment Fund §3 Important Events 3.1 Great Changes in Principal Accounting Statement Items and Financial Indexes and the Causes √ applicable □ inapplicable 1. Decrease of monetary fund by RMB 267.90 million over the year beginning was mainly due to expansion of the sales network, increase of purchase expenses and operational expenses and net flow-out of operational cash by RMB 45.80 million as well as repayment of bank loan by RMB 181 million in the report period. 2. Increase of the accounts payable by RMB 12.34 million over the year beginning was mainly due to corresponding increase of the accounts payable resulting from growth of sales. 3. Increase of the inventories by RMB 125.87 million over the year beginning was mainly due to increase of stock quantity resulting from growth of the Company’s sales network size. 2 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT 4. Decrease of the short term loan by RMB 181 million over the year beginning was mainly due to replacement of the own reserves previously invested in the projects planned to be invested with the proceeds raised through share-offering, which mainly consisted of the repayment of the short term loan by the head office amounting to RMB 131 million and repayment of the bank loan by HARMONY amounting to RMB 50 million. 5. Increase of the accounts payable by RMB 26.92 over the year beginning was mainly due to increase of purchase of stocks by the Company. 6. Decrease of minority equity by RMB 1825 over the year beginning was mainly due to acquisition of the minority equity by the Company. 3.2 Progress of Significant Events, its Impacts and the Solutions 3.2.1 Qualified Auditor’s Opinions □ Applicable √ Inapplicable 3.2.2 Engagement in such activities as supply of fund to the controlling shareholder or other related parties or outward guarantee against the regulations □ Applicable √ Inapplicable 3.2.3 Subscription and Implementation of Significant Contracts for Daily Operation □ Applicable √ Inapplicable 3.2.4 Miscellaneous □ Applicable √ Inapplicable 3.3 Implementation of the Commitments of the Company, the Shareholders and the Actual Controller The commitments of the Company, its directors, supervisors and senior executives, and the related parties, including the shareholder holding over 5% of the Company’s total shares and the actual controller in the report period or extending to the report period are as follows: √ applicable □ inapplicable Commitments Acceptors Description Implementation (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 Implementation of the commitment: The Shenzhen Stock commitment is in process of Exchange for trading implementation. Commencing from the Commitment for Equity Separation Shenzhen within 36 months after date when the equity separation reform Reform CATIC Group the day when such was fulfilled to the end of the report period, shares got approved Shenzhen CATIC Group has not reduced for listing; (2) Within 24 or assigned any restricted shares held by months after the 3-year Shenzhen CATIC Group. sales restriction term expires, in case Shenzhen CATIC Group would sell the non-negotiable FIYTA shares it was holding through listing with Shenzhen Stock 3 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT Exchange, the sales price must not be lower than RMB 25.00 per share. Commitments in the acquisition report or the written report on change of - - - equity Commitment at the time of important - - - assets reorganization Commitment of Shenzhen CATIC Group: Within 36 months commencing from the end of the Company’s non-public Status of implementation of the Shenzhen Commitment at the time of issuing issuing (from commitment: The commitment is in CATIC Group December 30, 2010 to process of implementation. December 29, 2013), Shenzhen CATIC Group shall not assign any of the new shares it has subscribed. Other commitment (including - - - supplementary commitment) 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 Investment in Securities □ Applicable √ Inapplicable 3.5.2 Statement of such activities as reception, research, communications and interviews in the report period Reception Time Reception place Way of reception Visitors received Topics and materials furnished Fortis Haitong Investment Management Co., Ltd. CITIC-Prudential Fund Management Development trend of the domestic Company Ltd. luxury goods sector, some measures China Nature Asset concerning the Company’s strategic January 11, Company On-Site Survey Management Co., development, brand construction, 2011 Ltd. terminal management in the past Minsheng Royal three years. Provision of the Fund Management Company’s public brochures in 2011. Co., Ltd. Dongxing Securities Co., Ltd. Da Cheng Fund Management Co., 4 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT Ltd. Rongtong Fund Management Co., Ltd. Development trend of the domestic luxury goods sector, some measures concerning the Company’s strategic January 14, Zheshang Company On-Site Survey development, brand construction, 2011 Securities Co., Ltd. terminal management in the past three years. Provision of the Company’s public brochures in 2011. Development trend of the domestic Merchants luxury goods sector, some measures Securities Co., Ltd. concerning the Company’s strategic January 18, Company On-Site Survey Shenzhen Haiheng development, brand construction, 2011 Investment Co., terminal management in the past Ltd. three years. Provision of the Company’s public brochures in 2011. Development trend of the domestic Shanghai Shenyin luxury goods sector, some measures & Wanguo concerning the Company’s strategic March 14, 2011 Company On-Site Survey Securities development, brand construction, Research Institute terminal management in the past Co., Ltd. three years. Provision of the Company’s public brochures in 2011. 3.6 Investment in Derivatives □ Applicable √ Inapplicable 3.6.1 Holding of the Investments in Derivatives at the End of the Report Period □ Applicable √ Inapplicable §4 Appendix 4.1. Balance Sheet Prepared by: Shenzhen Fiyta Holdings Ltd March 31, 2011 In RMB Ending balance Opening Balance Items Consolidated Parent company Consolidated Parent company Current assets: Monetary fund 345,553,495.22 248,423,193.69 613,455,817.52 529,568,738.47 Settlement reserve Lendings Held for trading financial assets Notes receivable Accounts receivable 188,231,352.90 7,425,859.60 175,896,199.78 41,753,368.93 Prepayment 29,952,711.05 36,644,253.43 Receivable premium Reinsurance accounts receivable Reserve for reinsurance 5 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT contract receivable Interest receivable 84,383,298.62 50,196,167.69 Dividends receivable Other receivables 26,668,488.79 694,332,448.08 27,390,628.12 545,533,120.97 Redemptory monetary capital for sale Inventories 1,174,261,728.58 147,045,689.19 1,048,392,625.70 103,224,490.80 Non-current assets due within a year Other current assets 4,214,535.74 3,946,533.14 Total current assets 1,768,882,312.28 1,181,610,489.18 1,905,726,057.69 1,270,275,886.86 Non-current assets: Provision of entrusted loans and advance in cash Available-for-sale financial assets Held-to-due investments Long term accounts receivable Long-term equity investment 1,981,913.65 357,297,113.65 1,981,913.65 354,489,913.65 Investment based real estate 163,833,055.74 163,833,055.74 165,381,973.79 165,381,973.79 Fixed assets 250,219,059.41 227,272,196.67 251,742,068.63 228,700,096.61 Construction-in-process Engineering supplies Disposal of fixed assets Productive biological asset Oil and gas assets Intangible assets 19,138,320.93 12,141,803.53 19,237,532.22 12,241,014.82 Development expenses Goodwill Long-term expenses to be 73,673,321.45 21,182,268.40 72,152,718.07 21,221,733.80 apportioned Deferred income tax asset 24,778,182.33 3,926,911.99 20,316,790.34 3,926,911.99 Other non-current assets Total non-current assets 533,623,853.51 785,653,349.98 530,812,996.70 785,961,644.66 Total Assets 2,302,506,165.79 1,967,263,839.16 2,436,539,054.39 2,056,237,531.52 Current liabilities: Short-term Loan 547,253,730.00 469,000,000.00 728,253,730.00 600,000,000.00 Due to the Central Bank Deposits taking and interbank placement Borrowing capital Held for trading financial liabilities Notes payable Accounts payable 183,273,345.80 83,891,393.02 156,353,328.00 57,467,235.33 Advance from customers 7,870,758.61 4,832,722.49 8,464,969.63 1,589,073.41 Financial assets sold for repurchase Service charge and 6 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT commission payable Accrued payroll 11,733,824.63 2,547,420.00 19,980,930.64 8,500,000.00 Payable taxes 23,916,683.85 4,486,051.90 18,492,700.45 11,056,809.52 Interest payable 1,206,156.94 1,160,498.61 1,202,198.61 1,160,498.61 Dividends payable 190,263.50 190,263.50 Other payables 36,558,771.95 26,409,713.68 29,418,337.74 22,516,478.86 Payable reinsurance Reserve for insurance contract Acting trading securities Income from securities underwriting on commission Non-current liabilities due within a year Other current liabilities 2,645,322.20 Total current liabilities 812,003,535.28 592,327,799.70 965,001,780.77 702,290,095.73 Non-current liabilities: Long-term Loan 181,409,964.27 180,000,000.00 181,440,065.11 180,000,000.00 Bonds payable Long-term accounts payable Special accounts payable Predicted liabilities Deferred income tax liability 242,571.42 136,728.42 131,259.28 131,259.28 Other non-current liabilities 3,350,000.00 2,850,000.00 2,400,000.00 1,900,000.00 Total non-current liabilities 185,002,535.69 182,986,728.42 183,971,324.39 182,031,259.28 Total Liabilities 997,006,070.97 775,314,528.12 1,148,973,105.16 884,321,355.01 Owners’ equity/(or shareholders’ equity): Paid-up capital/(or capital 280,548,479.00 280,548,479.00 280,548,479.00 280,548,479.00 stock) Capital Reserve 642,826,343.78 643,381,884.88 643,381,884.88 643,381,884.88 Less: shares in stock Special reserve Surplus Reserve 121,066,992.16 121,066,992.16 121,066,992.16 121,066,992.16 Reserve against general risks Retained earnings 259,251,273.58 146,951,955.00 222,514,569.59 126,918,820.47 Translation reserve -1,515,341.96 -1,515,341.96 Total owners’ equity attributable to the parent 1,302,177,746.56 1,191,949,311.04 1,265,996,583.67 1,171,916,176.51 company Minority shareholders’ equity 3,322,348.26 21,569,365.56 Total owner’s equity 1,305,500,094.82 1,191,949,311.04 1,287,565,949.23 1,171,916,176.51 Total liabilities and owners’ 2,302,506,165.79 1,967,263,839.16 2,436,539,054.39 2,056,237,531.52 equity 4.2. Statement of Profit Prepared by: Shenzhen Fiyta Holdings Ltd March 31, 2011 In RMB Items Amount in the report period Amount in the previous period 7 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT Consolidated Parent company Consolidated Parent company I. Turnover 613,099,786.10 75,682,047.71 407,994,496.90 73,153,214.09 Including: operating income 613,099,786.10 75,682,047.71 407,994,496.90 73,153,214.09 Interest income Earned insurance premium Service charge and commission income II. Total operating costs 565,751,027.06 89,880,841.00 382,318,166.73 73,074,354.04 Including: Operating costs 416,509,948.95 35,618,710.18 287,270,260.71 34,603,451.01 Interest expenditure Service charge and commission expenses Surrender Value Compensation expenses, net Provision of reserve for insurance contract, net Payment of policy dividend Reinsurance expenses Business Taxes and 2,717,380.13 1,281,051.71 1,596,037.95 1,062,445.67 Surcharges Sales costs 90,671,469.83 36,158,387.44 53,803,594.56 23,020,404.68 Administrative expenses 42,787,317.22 13,874,162.21 29,383,814.09 10,581,363.18 Financial expenses 13,064,910.93 2,948,529.46 10,264,459.42 3,806,689.50 Loss from impairment of assets Plus: Income from change in fair value (loss stated with “-“) Return on investment 34,187,130.93 (loss stated with “-“) Including: return on investment in associate and 34,187,130.93 joint venture Exchange income (loss stated with “-“) III. Operating profit (loss stated 47,348,759.04 19,988,337.64 25,676,330.17 78,860.05 with “-“) Plus: Non-operating income 553,891.04 50,266.03 134,630.16 38,619.04 Less: Non-operating 20.31 0.00 72,439.10 17,863.66 expenses Including: Loss from 17,527.99 17,527.99 disposal of non-current assets IV. Total Profit (total loss stated 47,902,629.77 20,038,603.67 25,738,521.23 99,615.43 with “-“) Less: Income tax expense 10,861,284.18 5,469.14 5,427,673.16 23,884.50 V. Net Profit (loss stated with 37,041,345.59 20,033,134.53 20,310,848.07 75,730.93 “-“) Net profit attributable to 36,736,703.99 20,033,134.53 20,239,688.08 75,730.93 the parent company’s owner Minority shareholders’ 304,641.60 71,159.99 8 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT gain and loss VI. Earnings per share: (I) Basic earnings per 0.13 0.08 share (II) Diluted earnings per 0.13 0.08 share VII. Other comprehensive income VIII. Total comprehensive 37,041,345.59 20,033,134.53 20,310,848.07 75,730.93 income Total comprehensive income attributable to the 36,736,703.99 20,033,134.53 20,239,688.08 75,730.93 parent company’s owner Total comprehensive income attributable to the minority 304,641.60 71,159.99 shareholders For the enterprises under the same control consolidated in the report period, the net profit realized by the consolidee before the consolidation is RMB 0.00. 4.3. Cash Flow Statement Prepared by: Shenzhen Fiyta Holdings Ltd January to March, 2011 In RMB Amount in the report period Amount in the previous period Items Consolidated Parent company Consolidated Parent company I. Cash flows arising from operating activities Cash received from sales of goods and supply of labor 701,070,274.49 121,410,896.89 461,956,131.18 90,838,022.95 service Net increase of the customers’ deposits and interbank placement Net increase of borrowings from the central bank Net increase of borrowings from other financial institutions Cash received from the premium of the original insurance contract Net cash received from the reinsurance business Net increase of the reserve from policy holders and investment Net increase from disposal of the held for trading financial assets Charge of cash interest, service charge and commission Net increase of loan from other banks Net increase of fund from repurchase business Rebated taxes received 217,481.16 623,119.27 623,119.27 9 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT Cash received from other 3,152,964.09 1,168,114.42 6,269,755.77 770,476.73 operating activities Sub-total of cash flow received from operation 704,440,719.74 122,579,011.31 468,849,006.22 92,231,618.95 activities Cash paid for purchase of goods and reception of labor 591,977,074.47 60,512,271.00 348,772,513.70 29,286,504.49 services 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 67,502,263.58 25,625,960.21 48,969,841.36 21,418,956.78 employees Taxes paid 37,450,838.04 5,548,767.63 20,732,539.37 5,353,308.84 Cash paid for other 53,305,964.38 165,033,543.11 31,351,981.37 53,099,952.49 operating activities Subtotal of cash flow 750,236,140.47 256,720,541.95 449,826,875.80 109,158,722.60 paid for operating activities Net cash flow arising -45,795,420.73 -134,141,530.64 19,022,130.42 -16,927,103.65 from operating activities II. Cash flows arising from investing activities: Cash received from investment recovery Cash received from return on investment Net cash received from disposal of fixed assets, 56,686.60 56,686.60 1,800.00 1,700.00 intangible assets and other long-term assets Net cash received from disposal of subsidiaries and other operating units Cash received from other 634.74 investment related activities Sub-total of cash flow-in received from investing 57,321.34 56,686.60 1,800.00 1,700.00 activities Cash paid for purchase and construction of fixed 14,560,331.46 7,158,221.30 17,588,296.63 10,568,253.67 assets, intangible assets and other long term assets Cash paid for investment 16,300,000.00 7,924,498.24 Net increase of the pledged loan Net cash paid for acquisition of subsidiaries and 10 st SHENZHEN FIYTA HOLDINGS LTD 2011 1 QUARTERLY REPORT, FULL TEXT other operation units Cash paid for other investment related activities Sub-total of cash flow 30,860,331.46 7,158,221.30 25,512,794.87 10,568,253.67 paid for investment activities Net cash flow arising -30,803,010.12 -7,101,534.70 -25,510,994.87 -10,566,553.67 from investment activities III. Cash flows arising from financing activities: Cash received from absorbing investment Incl.: Cash received from the subsidiaries’ absorption of minority shareholders’ investment Cash received from loans 139,000,000.00 139,000,000.00 355,000,000.00 345,000,000.00 Cash received from bond issuing Cash received from other financing activities Sub-total of cash flow received from financing 139,000,000.00 139,000,000.00 355,000,000.00 345,000,000.00 activities Cash paid for debt 320,030,100.84 270,000,000.00 305,000,000.00 305,000,000.00 repayment Cash paid for dividend/profit distribution or 10,273,760.63 8,902,479.44 8,238,661.80 7,380,127.50 repayment of interest Including: Dividend and profit paid by the subsidiaries to minority shareholders Cash paid for other financing activities Sub-total cash flow paid 330,303,861.47 278,902,479.44 313,238,661.80 312,380,127.50 for financing activities Net cash flow arising -191,303,861.47 -139,902,479.44 41,761,338.20 32,619,872.50 from financing activities IV. Change of exchange rate influencing the cash and cash -29.98 -57,396.68 equivalent V. Net increase of cash and -267,902,322.30 -281,145,544.78 35,215,077.07 5,126,215.18 cash equivalents Plus: Opening balance of 613,455,817.52 529,568,738.47 95,701,580.19 46,560,890.55 cash and cash equivalents VI. Ending balance of cash and 345,553,495.22 248,423,193.69 130,916,657.26 51,687,105.73 cash equivalents 4.4 Auditor’s Report Auditor’s Opinion: Unaudited 11