FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Stock Code: 200026 Short form of the Stock: FIYTA B Announcement No.:2011-031 FIYTA HOLDINGS LTD. Semi-Annual Report 2011, Summary §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. This summary of the Semi-annual Report is taken from the full text of the Semi-annual Report and is published together with it on the CSRC designated website Investors are advised to read carefully the full text of the semi-annual report if they want to know the detailed information. 1.2 The Company’s Semi-annual Financial Statements Have Not been Audited by 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 semi-annual report.. §2 Company Information 2.1 Basic Data Short form of the stock FIYTA A, FIYTA B Stock Code 000026, 200026 Stock Exchange Listed with Shenzhen Stock Exchange Secretary of the Board Securities Affairs Representative Names Chen Libin Zhang Yong th th 20 Floor, FIYTA Technology Building, 20 Floor, FIYTA Technology Building, Liaison Address Gaoxin S. Road One, Nanshan District, Gaoxin S. Road One, Nanshan District, Shenzhen Shenzhen Tel. 0755-86013992 0755-86013669 Fax 0755-83348369 0755-83348369 E-mail investor@fiyta.com.cn investor@fiyta.com.cn 2.2 Financial highlights 2.2.1 Summary of Accounting and Financial Data In CNY 1 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Increase/decrease of the report End of the report End of the previous period vs the same period of the period year previous year (%) Total assets, in CNY 2,430,200,977.09 2,436,539,054.39 -0.26% Owner’s equity attributable to the Company’s 1,325,486,367.29 1,265,996,583.67 4.70% shareholders, in CNY Capital stock, in shares 392,767,870.00 280,548,479.00 40.00% Net asset per share attributable to the 3.375 4.51 -25.17% Company’s shareholders (CNY/share) Report period Same Period of the Year-on-year increase/decrease (Jan. to Jun.) Previous Year (%) Turnover, in CNY 1,232,010,736.41 810,811,910.82 51.95% Operating Profit in CNY 102,601,007.36 44,751,195.21 129.27% Total profit in CNY 103,969,019.95 51,957,376.73 100.10% Net profit attributable to the Company’s 85,990,142.75 42,399,471.66 102.81% shareholders in CNY Net profit attributable to the Company’s 87,145,297.28 36,774,788.99 136.97% shareholders less the non-recurring gain and loss, in CNY Basic earnings per share, in CNY/share 0.219 0.171 28.07% Diluted earnings per share (CNY/share) 0.219 0.171 28.07% Net assets-income ratio (%), weighted average 6.75% 5.62% 1.13% Net assets-income ratio less non- recurring 6.84% 5.00% 1.84% loss/gain (%), weighted average Net cash flows arising from operating activities, -103,426,718.82 875,685.15 - in CNY Net cash flows per share arising from operating -0.263 0.003 - activities, in CNY/share 2.2.2 Non-recurring gain and loss items √ Applicable □ Inapplicable in CNY Non-recurring gain and loss Amount Note (if applicable) Gain/loss from disposal of non-current assets 50,357.86 Governmental subsidy charged to the current gain and loss which has close relation with the Company’s normal businesses excluding the governmental subsidy in compliance with the 1,026,556.00 Government subsidy national policy and allotted according to some standard or continuously enjoyable in fixed amount. Other gains/losses in compliance with the definition of -1,965,352.12 non-recurring gain/loss Amount affected by the income tax -266,716.27 Total -1,155,154.53 - 2.2.3 Discrepancies between Chinese Accounting Standards (CAS) and International Accounting Standards (IAS) □ Applicable √ Inapplicable 2 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY §3 Changes in Share Capital and Particulars about Shareholders 3.1 Change in the Company’s Shares √ Applicable □ Inapplicable In shares Before the change Increase/ Decrease (+ / -) as of the year After the change Shares New Bonus converted Q’ty Proportion Others Sub-total Q’ty Proportion issuing shares from reserve 142,681,5 57,072,60 57,072,60 199,754,1 I. Restricted Shares 50.86% 50.86% 05 1 1 06 1. State shares 2. State corporate 123,645,9 49,458,39 49,458,39 173,104,3 44.07% 44.07% shares 81 2 2 73 3. Other domestic 19,000,00 26,600,00 6.77% 7,600,000 7,600,000 6.77% shares 0 0 including: 19,000,00 26,600,00 domestic non-state 6.77% 7,600,000 7,600,000 6.77% 0 0 corporate shares Domestic natural person shares 4. Foreign shares including: foreign corporate shares Foreign natural person shares 5. Senior executive 35,524 0.01% 14,209 14,209 49,733 0.01% shares II. Unrestricted 137,866,9 55,146,79 55,146,79 193,013,7 49.14% 49.14% shares 74 0 0 64 1. CNY ordinary 79,546,97 31,818,79 31,818,79 111,365,7 28.35% 28.35% shares 4 0 0 64 2. Foreign shares 58,320,00 23,328,00 23,328,00 81,648,00 20.79% 20.79% listed domestically 0 0 0 0 3. Foreign shares listed abroad 4. Others 280,548,4 112,219,3 112,219,3 392,767,8 III. Total Shares 100.00% 100.00% 79 91 91 70 3.2 Shares Held by Top 10 Shareholders and Top 10 Shareholders of Unrestricted Shares In shares Total Number of 18,302 Shareholders Shares held by the top 10 shareholders Nature of Proportion of Total shares Number of restricted Shares pledged or Shareholders Shareholders shares held held shares held frozen Shenzhen CATIC Group State owned 41.49% 162,977,327 162,977,327 0 Co., Ltd. corporate 3 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY China Construction Bank – Domestic Huaxia Superior Growth non-state 3.80% 14,920,073 0 0 Securities Investment Fund corporate Industrial and Commercial Domestic Bank of China – E Fund non-state 2.55% 10,000,000 0 0 Value Based Growth Mixed corporate Securities Investment Fund China Construction Bank – Domestic GONGHANG RUIXIN non-state 2.14% 8,400,000 8,400,000 0 Steady Growth Stock Type corporate Securities Investment Fund Bohong Shujun (Tianjin) Domestic Equity Investment Fund non-state 1.78% 7,000,000 7,000,000 0 Partnership Co., Ltd. corporate shares State-owned Changzhou Investment corporate 1.43% 5,600,000 5,600,000 0 Group Co., Ltd. shares China Construction Bank – Domestic First State Cinda Leading non-state 1.39% 5,460,000 5,460,000 0 Growth Stock Type corporate Securities Investment Fund shares Domestic Taikang Life Insurance Co., non-state Ltd. – Toulian – Jinqu 1.25% 4,900,000 4,900,000 0 corporate -019L-TL002 SHEN shares State-owned Caitong Securities Co., Ltd. corporate 1.15% 4,527,326 4,527,046 0 shares China Merchants Securities Overseas 1.11% 4,353,189 0 0 (HK) Co., Ltd. corporate Shareholding of the top 10 shareholders of unrestricted shares Shareholders Quantity of unrestricted shares held Share type China Construction Bank – Huaxia Superiority Growth Stock Based Securities 14,920,073 A Shares Investment Fund Industrial and Commercial Bank of China – E-Fund Value Growth Mixed Securities 10,000,000 A Shares Investment Fund China Merchants Securities (HK) Co., Ltd. 4,353,189 B shares KGI ASIA LIMITED 4,337,622 B shares BANK JULIUS BAER & CO.LTD 3,485,769 B shares International Finance -Citibank -MARTIN CURRIE INVESTMENT MANAGEMENT 2,232,959 A Shares LIMITED NOMURA SECURITIES CO. LTD. 1,773,611 A Shares GSI S/A GOLDEN CHINA PLUS MASTER 1,729,125 B shares FUND First Shanghai Securities Co., Ltd. 1,727,719 B shares Industrial and Commercial Bank of China – Guotou Ruiyin Core Enterprise Stock Based 1,685,633 A Shares Securities Investment Fund Note to the association The Company has not found any connectivity relations among the aforesaid shareholders or relation or acting in concert any persons acting in concert as specified in the Measures for Administration of Information of the above shareholders on the Shareholder Equity Change of Listed Companies. 4 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY 3.3 Change in Controlling Shareholder and Actual Controller □ Applicable √ Inapplicable §4 Directors, Supervisors and Senior Executives 4.1 Change in Shares Held by Directors, Supervisors and Senior Executives √ applicable □ inapplicable Number of Number of Number of Number of Number of Including: stock option shares shares shares held shares held number of held at the Reason of Names Posts increased in decreased at year at end of restricted end of the Change the report in the report beginning the period shares held report period period period Shares converted Lu Deputy General 47,365 0 0 66,311 49,733 0 from the Bingqiang Manager public reserve §5. Report of the Board of Directors 5.1 Status of Principal Business Based on Sectors and Products In CNY 10,000 Principal Businesses Based on Sectors Increase/decre Increase/decre Increase/decrea ase of principal ase of revenue se of gross profit business cost Based on sectors or Operating Gross profit over the same rate over the Revenue over the same products costs rate (%) period of the same period of period of previous year the previous previous year (%) year (%) (%) Commerce 101,074.44 75,903.38 24.90% 50.62% 44.77% 3.04% Industry 20,382.60 7,561.07 62.90% 73.86% 67.51% 1.40% Property operation 3,440.49 1,051.64 69.43% 3.87% 3.56% 0.09% Principal Businesses Based on Products Sales of foreign top 101,074.44 75,903.38 24.90% 50.62% 44.77% 3.04% brand watches Sales of FIYTA watches 20,382.60 7,561.07 62.90% 73.86% 67.51% 1.40% 5.2 Principal Businesses Based on Regions In CNY 10,000 Year-on-year increase/decrease of Regions Revenue revenue (%) Northeast China 11,621.14 41.83% North China 22,855.51 54.23% Northwest China 29,768.57 51.88% Southwest China 8,232.47 69.93% East China 14,890.88 67.60% South China 37,750.36 46.33% 5 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY 5.3 Material Changes in the Principal Business or its Structure □ Applicable √ Inapplicable 5.4 Material Changes in the Earning Capacity (Gross Profit Rate) of the Principal Business over the Previous Year □ Applicable √ Inapplicable 5.5 Reasons of Big Change in the Profit Composition over the Previous Year □ Applicable √ Inapplicable 5.6. Application of the Proceeds Raised through Share Offering 5.6.1 Table of Comparisons of Application of the Proceeds Raised through Share Offering √ applicable □ inapplicable In CNY 10,000 Total proceeds raised through share 48,276.00 offering Total proceeds invested in the Total proceeds whose application 37,522.00 report year has been changed in the report 0.00 period Total proceeds whose application 0.00 has been changed accumulatively Total proceeds accumulatively Proportion of the proceeds whose 39,201.00 invested application has been changed in the 0.00% total proceeds Amou Has nt Has the accum Investme Has Total the projec ulativel nt significant commit Date when predict Committed t been Total y progress Result change ted Amount the project ed investment projects chang investment invest by the realized taken invest invested in has reached operati and investment with ed after ed up end of the in the place in ment the report the predicted on the surplus (inclu adjustment to the report report the with period applicable result proceeds ding (1) end of period period feasibility procee status been partial the (%) (3) = of the ds reache chang report (2)/(1) project? d? e) period (2) Investment projects as committed 1. HARMONY World Watch Chain Network 41,000 34,407 December No 41,000.00 33,696.00 83.92% 2,408.00 Yes No Development and .00 .00 30, 2011 Improvement Project 2. Project of putting 5,000. 3,382. December new FIYTA watches to No 5,000.00 2,719.00 67.64% 1,695.00 Yes No 00 00 30, 2011 the market 3. FIYTA Brand 4,000. 1,412. December Marketing and No 4,000.00 1,107.00 35.30% 0.00 Yes No 00 00 30, 2012 Promotion Project Sub-total of 50,000 39,201 investment projects - 50,000.00 37,522.00 - - 4,103.00 - - .00 .00 as committed 6 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Investment with surplus proceeds Repayment of bank - 0.00 0.00 0.00 0.00 - - - - loan (if any) Supplementing working capital (if - 0.00 0.00 0.00 0.00 - - - - any) Sub-total of investment with - 0.00 0.00 0.00 0.00 - - 0.00 - - surplus proceeds 50,000 39,201 Total - 50,000.00 37,522.00 - - 4,103.00 - - .00 .00 Note to failure to comply with the planned progress and predicted earnings and the cause(s) (based on the specific projects) Explanation of the significant change in project feasibility Amount of surplus fund, application and Inapplicable progress of use Change of the implementation site of Inapplicable the projects invested with proceeds Adjustment of the implementation method of the projects Inapplicable invested with proceeds Applicable About the initial investment in the The Proposal on Replacement of the Self-raised Fund Invested in the Project Which should be projects planned to be Invested with the thProceeds Raised through Share Offering with the Proceeds as reviewed and invested with the approved at the 19 meeting of the Sixth Board of Directors held on December 20, 2010 approved to proceeds and the replace CNY 164,703,186.65 of the self-raised fund in the project which should be invested with the replacement proceeds raised through share offering with the proceeds amounting to CNY 164,703,186.65 raised through this share offering. Using the idle proceeds to supplement the Inapplicable working capital on temporary basis Balance of the proceeds incurred in process of project Inapplicable implementation and the cause About application and status of the proceeds Originally determined application unused Problems existing in application of the proceeds and the Not exist information disclosure or other issues 7 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY 5.6.2 Statement of the Changed Projects Invested with the Proceeds □ Applicable √ Inapplicable 5.7 Plan of the Board of Directors for Amendment of the Operation Plan in the Second Half Year □ Applicable √ Inapplicable 5.8 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 5.9 Explanation of the Board on the Qualified Auditor’s Report Issued by CPAs □ Applicable √ Inapplicable 5.10 Explanation of the Management on the Changes and Handling of the Issues Involved in the Qualified Auditor’s Report Issued by CPAs in the Previous Year □ Applicable √ Inapplicable §6 Important Events 6.1. Acquisition and Sales of Assets and Assets Reorganization 7.1.1 Assets Acquisition □ Applicable √ Inapplicable 6.1.2 Sales of Assets □ Applicable √ Inapplicable 6.1.3 The progress of the assets reorganization or assets acquisition/sale activities and the consequent influence upon the Company’s operation result and financial position in the report period since the publication of the corresponding report or notice □ Applicable √ Inapplicable 6.2. Guarantees √ applicable □ inapplicable In CNY Outward guarantees (excluding guarantee to the subsidiaries) Date and number of Date of the occurrence Actual Guarantee to Names of Guarantee Type of Guarantee Implement announcem (date of amount of related party? Gurantees line guarantee period ation status ent on the agreement guarantee (Y/N) guarantee execution) line 8 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Total amount of outward Total amount of outward guarantee approved in the 0.00 guarantee actually incurred in 0.00 report period (A1) the report period (A2) Total amount of outward Total ending balance of guarantee already approved 0.00 outward guarantee at the end 0.00 at the end of the report period of the report period (A4) (A3) Guarantees to the Subsidiaries Date and number of Date of the occurrence Actual Guarantee to Names of Guarantee Type of Guarantee Implement announcem (date of amount of related party? Gurantees line guarantee period ation status ent on the agreement guarantee (Y/N) guarantee execution) line Shenzhen Guarantee Harmony World February 24, with joint Watches 2011-003 6,800.00 6,800.00 1 No No 2011 responsibilit Center Co., y Ltd. Guarantee FIYTA (Hong with joint 2011-021 1,673.00 May 13, 2011 837.00 1 No No Kong) Limited responsibilit y Guarantee FIYTA (Hong August 5, with joint 2011-025 4,956.00 0.00 2 No No Kong) Limited 2011 responsibilit y Total amount of guarantee to Total amount of guarantee to the subsidiaries approved in 13,429.00 subsidiaries actually incurred 7,637.00 the report period (B1) in the report period (B2) Total amount of guarantee to Total balance of guarantee to subsidiaries already approved 13,429.00 subsidiaries at the end of the 11,637.00 at the end of the report period report period (B4) (B3) Total amount of guarantees offered by the Company (i.e. total of the above two items) Total amount of guarantee line Total amount of guarantee approved in the report period 13,429.00 actually incurred in the report 7,637.00 (A1+B1) period (A2+B2) Total amount of guarantee line Total balance of actual already approved in the report 13,429.00 guarantee at the end of the 11,637.00 period (A3 +B3) report period (A4+B4) Proportion of the actual guarantee in the Company’s net assets 8.78% (i.e. A4+B4) Including: Amount of guarantees offered to the shareholders, actual 0.00 controller and its related parties (C) Amount of guarantee for liabilities directly or indirectly offered to 0.00 the guarantees with the asset-liability ratio exceeding 70%. (D) Amount with the total guarantee exceeding 50% of the net assets 0.00 (E) Total of the aforesaid three guarantees (C+D+E) 0.00 All the outward guarantees offered by the Company are to satisfy the subsidiaries’ production and operation Note to the joint responsibility for discharge upon expiry of the requirements and are the guarantees offered to the guarantee term Company’s subsidiaries for their loans. The Company has neither provided any guarantee to the controlling shareholder or any related parties nor been involved in any other outward guarantee activity. There has been no 9 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY loss the Company has to bear due to overdue guarantee, any guarantee in connection of any lawsuit or being judged as having lost in lawsuit due to guarantee. All the fund dealings with the related parties belong to normal operation fund dealings, and there existed no such case that a related party has occupied the Company’s funds against the law. 6.3 Non-operational Related Credits and Debts □ Applicable √ Inapplicable 6.4 Significant Lawsuits and Arbitrations □ Applicable √ Inapplicable 6.5 Other Significant Events, their Impacts and the Solutions □ Applicable √ Inapplicable 6.5.1 Securities Investment □ Applicable √ Inapplicable 6.5.2 Equity in other listed companies held by the Company □ Applicable √ Inapplicable 6.5.3 Fund Occupancy by Principal Shareholders and Subsidiaries for Mon-operating Purpose and Payment □ Applicable √ Inapplicable 6.5.4 Implementation of the Commitments of the Company, the Shareholders and the Eventual 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 Implementation of the commitment: The non-negotiable shares commitment is in process of held by Shenzhen implementation. Commencing from the Commitment for Equity Separation Shenzhen CATIC Group would date when the equity separation reform Reform CATIC Group not be listed with was fulfilled to the end of the report period, Shenzhen Stock Shenzhen CATIC Group has not reduced Exchange for trading or assigned any restricted shares held by within 36 months after Shenzhen CATIC Group. the day when such shares got approved for listing; (2) Within 24 months after the 3-year 10 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY 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 CNY 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) 6.5.5 Profit Distribution or Converting Capital Public Reserve into Capital Stock □ Applicable √ Inapplicable 6.5.6 Items of Other Comprehensive Income In CNY Amount incurred in the report Amount incurred in the previous Items period period 1. Gain (Loss) from available-for-sale financial assets Less: Influence upon income tax from available-for-sale financial assets Net gain/loss previously recorded in other comprehensive gains transferred to the current gain/loss Sub-total 2. The share calculated according to the equity method and enjoyed in the other comprehensive income of the investee Less: Influence upon the income tax arising from the share calculated according to the equity method and enjoyed in the other comprehensive income of the investee Net gain/loss previously recorded in other comprehensive gains transferred to the current gain/loss 11 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Sub-total 3. Amount of gain (or loss) arising from the cash flow hedge instrument Less: Influence upon income tax arising from the cash flow hedge instrument Net gain/loss previously recorded in other comprehensive gains transferred to the current gain/loss Amount of adjustment of the amount transferred into the hedge item recognized initially Sub-total 4. Converted difference in Foreign Currency 2,071,076.23 -18,896.52 Statements Less: Net in disposal of overseas operation transferred to the current gain/loss Sub-total 2,071,076.23 -18,896.52 5. Others Less: Influence upon the income tax arising from others recorded in the other comprehensive income Net of the gain/loss recorded previously in the other comprehensive gains transferred to the current gain and loss Sub-total Total 2,071,076.23 -18,896.52 6.6 Receptions of Surveyors, Communications, Interviews Discussion topics and provision of Reception Time Reception place Way of reception Visitors received materials Fortis Haitong Investment Management Co., Ltd., CITIC-Prudential Fund Management Company Ltd., China Nature Asset Development trend of the domestic Management Co., luxury goods sector, some measures Ltd., concerning the Company’s strategic January 11, Company On-Site Survey Minsheng Royal development, brand construction, 2011 Fund Management terminal management in the past Co., Ltd., three years. Provision of the Dongxing Company’s public brochures in 2011. Securities Co., Ltd., Da Cheng Fund Management Co., 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. 12 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Development trend of the domestic China 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. Development trend of the domestic luxury goods sector, some measures concerning the Company’s strategic China Securities April 1, 2011 Company On-Site Survey development, brand construction, Co., Ltd. terminal management in the past three years. Provision of the Company’s public brochures in 2011. Shanghai Zexi Investment Development trend of the domestic Management Co., luxury goods sector, some measures Ltd., Guosen concerning the Company’s strategic April 20, 2011 Company On-Site Survey Securities Co., Ltd., development, brand construction, Sealand Securities terminal management in the past Co., Ltd., Huaxia three years. Provision of the Fund Management Company’s public brochures in 2011. Co., Ltd. Development trend of the domestic luxury goods sector, some measures concerning the Company’s strategic Xiangcai Securities April 28, 2011 Company On-Site Survey development, brand construction, Co., Ltd. terminal management in the past three years. Provision of the Company’s public brochures in 2011. Development trend of the domestic luxury goods sector, some measures concerning the Company’s strategic China Galaxy May 12, 2011 Company On-Site Survey development, brand construction, Securities Co., Ltd. terminal management in the past three years. Provision of the Company’s public brochures in 2011. Development trend of the domestic luxury goods sector, some measures concerning the Company’s strategic Liuhe Investment May 17, 2011 Company On-Site Survey development, brand construction, Co., Ltd. terminal management in the past three years. Provision of the Company’s public brochures in 2011. Development trend of the domestic luxury goods sector, some measures Lion Fund concerning the Company’s strategic May 18, 2011 Company On-Site Survey Management Co., development, brand construction, Ltd. terminal management in the past three years. Provision of the Company’s public brochures in 2011. Development trend of the domestic Shenzhen luxury goods sector, some measures June 9, 2011 Company On-Site Survey Team-Top concerning the Company’s strategic Investment development, brand construction, Management Co., terminal management in the past 13 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Ltd., Pingan Dawa three years. Provision of the Funds Company’s public brochures in 2011. Management Co., Ltd., Yinhua Fund Management Co., Ltd., Jiangsu Winlast Investment & Development Co., Ltd., Beijing Xinyuan Lanzhong Investment Management Co., Ltd., Guotai Asset Management Co., Ltd., Orient Securities Assets Management Co., Ltd., Invesco Great Wall Fund Management Co., Ltd. and CITIC Securities Co., Ltd. §7 Financial Report 7.1 Auditor’s Opinions XI. Financial Report √ Unaudited □ Audited 7.2. Financial Statements 7.2.1 Balance Sheet Prepared by: FIYTA Holdings Ltd. June 30, 2011 In CNY Ending balance Opening balance Items Consolidated Parent company Consolidated Parent company Current assets: Monetary fund 298,373,212.07 148,907,030.69 613,455,817.52 529,568,738.47 Settlement Reserve Inter-bank lending Trading financial assets Notes receivable Accounts receivable 238,457,840.66 71,455,328.46 175,896,199.78 41,753,368.93 Prepayments 24,779,790.36 36,644,253.43 Insurance premium receivable Reinsurance accounts receivable Accounts receivable reinsurance reserve Interest receivable 84,383,298.62 50,196,167.69 14 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Dividends receivable Other receivables 30,183,758.83 475,676,778.79 27,390,628.12 545,533,120.97 Buying back the sale of financial assets Inventories 1,284,088,612.66 174,026,511.09 1,048,392,625.70 103,224,490.80 Non-current assets due within a year Other current assets 6,643,386.40 3,946,533.14 Total current assets 1,882,526,600.98 954,448,947.65 1,905,726,057.69 1,270,275,886.86 Non-Current Assets: Disbursement of loans and advances Available-for-sale financial assets Held –to-due investment Long-term accounts receivable Long-term equity investment 1,932,928.17 707,248,128.17 1,981,913.65 354,489,913.65 Investment based real estate 162,284,137.68 162,284,137.68 165,381,973.79 165,381,973.79 Fixed assets 247,181,868.71 224,783,029.02 251,742,068.63 228,700,096.61 Construction-in-process 203,000.00 203,000.00 0.00 Engineering supplies Disposal of fixed assets Productive biological assets Oil and gas asset Intangible assets 19,168,485.61 12,186,271.87 19,237,532.22 12,241,014.82 Development expenses Goodwill Long-term expenses to be 83,450,930.94 23,391,567.25 72,152,718.07 21,221,733.80 apportioned Deferred income tax asset 33,453,025.00 3,926,911.99 20,316,790.34 3,926,911.99 Other non-current assets Total non-current assets 547,674,376.11 1,134,023,045.98 530,812,996.70 785,961,644.66 Total assets 2,430,200,977.09 2,088,471,993.63 2,436,539,054.39 2,056,237,531.52 Current liabilities: Short-term Loan 622,311,000.00 544,000,000.00 728,253,730.00 600,000,000.00 Amount due to the Central Bank Receipt of deposits and deposits from other banks Borrowing from banks Trading financial liabilities Notes payable Accounts payable 205,300,470.39 136,714,189.27 156,353,328.00 57,467,235.33 Advance receipts 3,464,531.40 2,939,051.02 8,464,969.63 1,589,073.41 Financial assets sold for repurchase Service charge and commission payable 15 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Salaries payable to the 14,047,620.84 1,675,303.84 19,980,930.64 8,500,000.00 employees Taxes payable 37,468,779.86 9,298,098.25 18,492,700.45 11,056,809.52 Interest payable 1,712,361.62 1,160,498.61 1,202,198.61 1,160,498.61 Dividends payable 0.00 190,263.50 Other payables 32,138,796.96 29,946,083.42 29,418,337.74 22,516,478.86 Reinsurance payable Insurance contract reserve Acting trading securities Acting underwriting securities Non-current liabilities due within a year Other current liabilities 2,645,322.20 Total current liabilities 916,443,561.07 725,733,224.41 965,001,780.77 702,290,095.73 Non-Current Liabilities: Long-term loan 181,332,819.80 180,000,000.00 181,440,065.11 180,000,000.00 Bonds payable Long term accounts payable Special accounts payable Predicted liabilities Deferred income tax liability 332,776.04 124,482.04 131,259.28 131,259.28 Other non-current liabilities 3,450,000.00 2,950,000.00 2,400,000.00 1,900,000.00 Total non-current liabilities 185,115,595.84 183,074,482.04 183,971,324.39 182,031,259.28 Total liabilities 1,101,559,156.91 908,807,706.45 1,148,973,105.16 884,321,355.01 Owners’ equity (or shareholders’ equity): Paid up capital (or capital 392,767,870.00 392,767,870.00 280,548,479.00 280,548,479.00 stock) Capital reserve 530,606,952.78 531,162,493.88 643,381,884.88 643,381,884.88 Less: shares in stock Special reserve Surplus reserve 121,066,992.16 121,066,992.16 121,066,992.16 121,066,992.16 Generic risk reserve Retained earnings 280,449,864.44 134,666,931.14 222,514,569.59 126,918,820.47 Translation reserve 594,687.91 -1,515,341.96 Total owner’s equity attributable to the parent 1,325,486,367.29 1,179,664,287.18 1,265,996,583.67 1,171,916,176.51 company Minority equity 3,155,452.89 21,569,365.56 Total owners’ equity 1,328,641,820.18 1,179,664,287.18 1,287,565,949.23 1,171,916,176.51 Total liabilities and owners’ 2,430,200,977.09 2,088,471,993.63 2,436,539,054.39 2,056,237,531.52 equity 7.2.2 Profit Statement Prepared by: FIYTA Holdings Ltd. January - June, 2011 In CNY Items Amount in the report period Amount in the previous period 16 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY Consolidated Parent company Consolidated Parent company I. Turnover 1,232,010,736.41 229,421,696.61 810,811,910.82 151,312,416.02 Including: revenue 1,232,010,736.41 229,421,696.61 810,811,910.82 151,312,416.02 Interest income Earned premium Service charge and commission income II. Total operating cost 1,129,360,743.57 227,590,437.45 766,060,715.61 154,668,313.10 Including: operating costs 820,486,746.77 108,169,866.25 565,307,056.65 69,292,155.00 Interest payment Service charge and commission payment Surrender value Compensation pay-out, net Provision for insurance contract, net Payment of policy dividends Reinsurance expenses Business taxes and 5,519,125.06 2,491,222.67 3,079,780.59 2,134,996.13 surcharge Sales costs 185,744,896.33 75,701,460.95 113,555,280.39 51,090,854.22 Administrative expenses 86,933,806.49 32,034,218.96 62,246,359.77 24,653,838.38 Financial expenses 28,419,718.07 9,193,668.62 21,459,989.06 7,496,469.37 Loss from impairment of 2,256,450.85 0.00 412,249.15 assets Plus: Income from change of fair value (loss stated with “-“) Investment income (loss -48,985.48 34,138,145.45 13,758,953.80 is stated with “-“) Including: income from investment in associates -48,985.48 0.00 and joint ventures Exchange income (loss is stated with “-“) III. Operating Profit (loss is 102,601,007.36 35,969,404.61 44,751,195.21 10,403,056.72 stated with “-“) Plus: Non-operating income 1,374,365.97 350,853.72 7,835,555.48 7,743,869.98 Less: Non-operating 6,353.38 487.00 629,373.96 569,408.84 expenses Including: Loss from 0.00 0.00 47,206.42 17,527.99 disposal of non-current assets IV. Total profit (total loss is 103,969,019.95 36,319,771.33 51,957,376.73 17,577,517.86 stated with “-“) Less: Income tax expense 17,802,177.43 516,812.76 9,530,853.27 846,332.48 V. Net Profit (loss is stated with 86,166,842.52 35,802,958.57 42,426,523.46 16,731,185.38 “-“) Net profit attributable to 85,990,142.75 35,802,958.57 42,399,471.66 16,731,185.38 the parent company’s owner Minority shareholders’ 176,699.77 0.00 27,051.80 0.00 gain/loss 17 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY VI. Earnings per share: (I) Basic earnings per 0.219 0.171 share (II) Diluted earnings per 0.219 0.171 share VII. Other comprehensive 2,071,076.23 -18,896.52 income VIII. Total comprehensive 88,237,918.75 35,802,958.57 42,407,626.94 16,731,185.38 income Total comprehensive income attributable to the 88,100,172.62 35,802,958.57 42,384,518.65 16,731,185.38 owner of the parent company Total comprehensive income attributable to minority 137,746.13 23,108.29 shareholders In consolidation of an enterprise under the same control taken place in the report period, the net profit realized by the consolidated enterprise before the consolidation was CNY 0.00. 7.2.3 Cash Flow Statement Prepared by: FIYTA Holdings Ltd. January - June, 2011 In CNY 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 1,359,710,881.45 232,850,800.27 909,639,385.70 168,545,107.96 of goods and supply of labor Net increase of customers’ deposit and due from banks Net increase of borrowings from the central bank Net increase of borrowings from other financial institutions Cash received from former insurance contract premium Net cash received from reinsurance business Net increase of insurance reserve and investment Net increase from disposal of transactional financial asset Cash received from interest, service charge and commission Net increase of borrowings Net increase of fund from repurchases Rebated taxes received 217,481.16 623,119.27 623,119.27 Other operation activity 4,483,957.14 86,972,592.72 7,265,097.91 2,305,225.60 related cash receipts Subtotal of cash flow in 1,364,412,319.75 319,823,392.99 917,527,602.88 171,473,452.83 from operating activity Cash paid for purchase of 1,147,963,105.94 118,780,238.76 696,249,537.70 61,942,930.99 18 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY goods and reception of labor services Net increase of loans and advances to customers Net increase of due from central bank and due from banks Cash for the former insurance contract indemnity payment Cash paid for interest, service charge and commission Cash paid for insurance policy dividend Cash paid to and for staff 127,811,435.42 48,764,907.85 88,324,162.19 36,783,697.63 Taxes paid 75,126,038.21 9,941,251.63 44,399,281.37 11,607,073.29 Other business related 116,938,459.00 55,029,872.30 87,678,936.47 68,508,807.83 cash payments Subtotal of cash flow out 1,467,839,038.57 232,516,270.54 916,651,917.73 178,842,509.74 from operating activity Net cash flow arising -103,426,718.82 87,307,122.45 875,685.15 -7,369,056.91 from operating activities II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from 11,400,000.00 investment income Net amount of cash received from disposal of fixed 86,686.60 86,686.60 15,051,800.00 15,051,700.00 assets, intangible assets and other long term assets Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts Subtotal of cash flow in 86,686.60 86,686.60 15,051,800.00 26,451,700.00 from investment activity Cash paid for construction/purchase of fixed 36,216,149.40 11,525,931.38 29,375,134.72 1,713,022.00 assets, intangible assets and other long term assets Cash paid for investment 19,107,200.00 352,807,200.00 7,924,500.00 Net increase of hypothecated loans Net cash received from payment by subsidiaries and other operating units Other investment related cash payments Subtotal of cash flow out 55,323,349.40 364,333,131.38 37,299,634.72 1,713,022.00 from investment activity Net cash flow arising -55,236,662.80 -364,246,444.78 -22,247,834.72 24,738,678.00 from investment activities 19 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY III. Cash flows arising from fund raising activities: Cash received from absorption of investment Incl.: Cash received from subsidiaries’ absorption of minority shareholders’ investment Cash received from 510,311,000.00 392,000,000.00 386,548,610.00 345,000,000.00 borrowings Cash received from bond issuing Other fund-raising related cash receipts Subtotal of cash flow in 510,311,000.00 392,000,000.00 386,548,610.00 345,000,000.00 from fund raising activity Cash paid for liabilities 616,135,405.74 448,000,000.00 335,000,000.00 335,000,000.00 repayment Cash paid for dividend/profit distribution or 50,313,122.18 47,490,785.45 16,473,470.97 14,770,376.67 repayment of interest Including: Dividend and profit paid by subsidiaries to minority shareholders Other fund-raising related 231,600.00 231,600.00 1,000,000.00 1,000,000.00 cash payments Subtotal of cash flow out 666,680,127.92 495,722,385.45 352,473,470.97 350,770,376.67 from fund raising activity Net cash flow arising -156,369,127.92 -103,722,385.45 34,075,139.03 -5,770,376.67 from fund-raising activities IV. Influence from change of exchange rate upon cash and -50,095.91 -42,908.38 cash equivalents V. Net increase of cash and -315,082,605.45 -380,661,707.78 12,660,081.08 11,599,244.42 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 298,373,212.07 148,907,030.69 108,361,661.27 58,160,134.97 cash equivalents 20 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY 7.2.4 Consolidated Statement of Changes in Owner’s Equity Prepared by FIYTA Holdings Ltd. Semi-Annual 2011 In CNY Amount in the report period Amount of Previous Year Owner’s equity attributable to the parent company Owner’s equity attributable to the parent company Paid Paid Total Total up Less: Specia Surplu Generi Retain Minorit up Less: Specia Surplu Generi Retain Minorit Items Capital owner Capital owner capital shares l s c risk ed y capital shares l s c risk ed y reserv Others s’ reserv Others s’ (or in reserv reserv reserv earnin equity (or in reserv reserv reserv earnin equity e equity e equity capital stock e e e gs capital stock e e e gs stock) stock) 280,54 643,38 121,06 222,51 21,569 1,287, 249,31 191,84 115,94 158,57 20,411 735,21 I. Ending balance of the -1,515, -879,9 8,479. 1,884. 6,992. 4,569. ,365.5 565,94 7,999. 7,232. 6,088. 7,089. ,058.3 9,525. previous year 341.96 43.60 00 88 16 59 6 9.23 00 65 88 84 0 07 Plus: Change in accounting policy Correction of previous errors Others 280,54 643,38 121,06 222,51 21,569 1,287, 249,31 191,84 115,94 158,57 20,411 735,21 II. Opening balance of the -1,515, -879,9 8,479. 1,884. 6,992. 4,569. ,365.5 565,94 7,999. 7,232. 6,088. 7,089. ,058.3 9,525. report year 341.96 43.60 00 88 16 59 6 9.23 00 65 88 84 0 07 III. Decrease/increase of 112,21 -112,7 57,935 2,110, -18,41 41,075 31,230 451,53 5,120, 63,937 -635,3 1,158, 552,34 the report year (decrease 9,391. 74,932 ,294.8 029.87 3,912. ,870.9 ,480.0 4,652. 903.28 ,479.7 98.36 307.26 6,424. 21 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY is stated with “-“) 00 .10 5 67 5 0 23 5 16 85,990 85,918 93,990 94,018 -71,88 28,362 (I) Net profit ,142.7 ,261.5 ,182.9 ,545.5 1.16 .58 5 9 3 1 (II) Other 2,110, -38,95 2,071, -635,3 -78,83 -714,2 comprehensive income 029.87 3.64 076.23 98.36 1.82 30.18 85,990 87,989 93,990 93,304 Subtotal of the above (I) 2,110, -110,8 -635,3 -50,46 ,142.7 ,337.8 ,182.9 ,315.3 and (II) 029.87 34.80 98.36 9.24 5 2 3 3 -18,30 -18,85 31,230 451,53 484,16 (III) Owners’ input and -555,5 1,399, 3,077. 8,618. ,480.0 4,652. 4,172. decrease of capital 41.10 040.00 87 97 0 23 23 31,230 451,53 484,16 1. Capital invested by 1,399, ,480.0 4,652. 4,172. the owners 040.00 0 23 23 2. Amount of payment for shares credited to owners’ equity -18,30 -18,85 -555,5 3. Others 3,077. 8,618. 41.10 87 97 -28,05 -28,05 -30,05 -25,12 5,120, -190,2 (IV) Profit distribution 4,847. 4,847. 2,703. 2,063. 903.28 63.50 90 90 18 40 1. Provision of 5,120, -5,120, surplus reserve 903.28 903.28 22 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY 2. Provision of generic risk reserve -28,05 -28,05 -24,93 -25,12 3. Distribution to the -190,2 4,847. 4,847. 1,799. 2,063. owners (or shareholders) 63.50 90 90 90 40 4. Others (V) Internal 112,21 -112,2 carry-forward of owners’ 9,391. 19,391 equity 00 .00 1. Conversion of 112,21 -112,2 capital reserve into capital 9,391. 19,391 (or capital stock) 00 .00 2. Conversion of surplus reserve into capital (or capital stock) 3. Loss made up with surplus reserve 4. Others (VI) Special reserve 1. Provision in the report period 2. Applied in the report period (VII) Others IV. Ending balance of the 392,76 530,60 121,06 280,44 594,68 3,155, 1,328, 280,54 643,38 121,06 222,51 -1,515, 21,569 1,287, 23 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY report period 7,870. 6,952. 6,992. 9,864. 7.91 452.89 641,82 8,479. 1,884. 6,992. 4,569. 341.96 ,365.5 565,94 00 78 16 44 0.18 00 88 16 59 6 9.23 7.2.5 Statement of Change in Owner’s Equity of the Parent Company Prepared by FIYTA Holdings Ltd. Semi-Annual 2011 In CNY Amount in the report period Amount of Previous Year Paid up Paid up capital Less: Generic Total capital Less: Generic Total Items Capital Special Surplus Retained Capital Special Surplus Retained (or shares risk owners’ (or shares risk owners’ reserve reserve reserve earnings reserve reserve reserve earnings capital in stock reserve equity capital in stock reserve equity stock) stock) I. Ending balance of the 280,548, 643,381, 121,066, 126,918, 1,171,91 249,317, 191,847, 115,946, 105,762, 662,873, previous year 479.00 884.88 992.16 820.47 6,176.51 999.00 232.65 088.88 490.87 811.40 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the 280,548, 643,381, 121,066, 126,918, 1,171,91 249,317, 191,847, 115,946, 105,762, 662,873, report year 479.00 884.88 992.16 820.47 6,176.51 999.00 232.65 088.88 490.87 811.40 III. Decrease/increase of 112,219, -112,219 7,748,11 7,748,11 31,230,4 451,534, 5,120,90 21,156,3 509,042, the report year (decrease 391.00 ,391.00 0.67 0.67 80.00 652.23 3.28 29.60 365.11 is stated with “-“) 35,802,9 35,802,9 51,209,0 51,209,0 (I) Net profit 58.57 58.57 32.78 32.78 24 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY (II) Other comprehensive income Subtotal of the above (I) 35,802,9 35,802,9 51,209,0 51,209,0 and (II) 58.57 58.57 32.78 32.78 (III) Owners’ input and 31,230,4 451,534, 482,765, decrease of capital 80.00 652.23 132.23 1. Capital invested by 31,230,4 451,534, 482,765, the owners 80.00 652.23 132.23 2. Amount of payment for shares credited to owners’ equity 3. Others -28,054, -28,054, 5,120,90 -30,052, -24,931, (IV) Profit distribution 847.90 847.90 3.28 703.18 799.90 1. Provision of 5,120,90 -5,120,9 surplus reserve 3.28 03.28 2. Provision of generic risk reserve 3. Distribution to the -28,054, -28,054, -24,931, -24,931, owners (or shareholders) 847.90 847.90 799.90 799.90 4. Others (V) Internal 112,219, -112,219 carry-forward of owners’ 391.00 ,391.00 equity 1. Conversion of 112,219, -112,219 25 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY capital reserve into capital 391.00 391.00 (or capital stock) 2. Conversion of surplus reserve into capital (or capital stock) 3. Loss made up with surplus reserve 4. Others (VI) Special reserve 1. Provision in the report period 2. Applied in the report period (VII) Others IV. Ending balance of the 392,767, 531,162, 121,066, 134,666, 1,179,66 280,548, 643,381, 121,066, 126,918, 1,171,91 report period 870.00 493.88 992.16 931.14 4,287.18 479.00 884.88 992.16 820.47 6,176.51 26 FIYTA HOLDINGS LTD. SEMI-ANNUAL REPORT 2011, SUMMARY 7.3 Notes to the Financial Statements 7.3.1 In case there is any change in accounting policy or accounting estimate or any correction of accounting errors, specify the concerned details, causes and the amount affected. □ Applicable √ Inapplicable 7.3.2 In case there is great change in the consolidation scope of the financial statements, specify the causes and the amount affected √ applicable □ inapplicable In the report period, HARMONY World Watches International Limited and FIYTA Sales Co., Ltd. were newly placed in the consolidation scope. 7.3.3 If the CPAs has produced a qualified auditor’s report, state the notes to the issues involved in the auditor’s report. □ Applicable √ Inapplicable 27