FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 飞亚达(集团)股份有限公司 FIYTA HOLDINGS LTD. Semi-Annual Report 2012 (Full Text) August 24, 2012 1 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 2012 Semi-annual Report I. Important Notice 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. All the directors attended the board meeting for reviewing the Semi-annual Report. The Companys Semi-annual Financial Statements has not been audited by CPAs. 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.. Definition Terms to be defined Refer to Definition This Company, the Company or FIYTA Refers to FIYTA Holdings Ltd. CATIC Shenzhen Refers to CATIC Shenzhen Holdings Limited HARMONY: Refers to Shenzhen Harmony World Watches Center Co., Ltd. Rainbow Supermarket Refers to Rainbow Supermarket Co., Ltd. CATIC Real Estate Refers to CATIC Real Estate Co., Ltd. CATIC Property Refers to Shenzhen CATIC Property Management Co., Ltd. II. Company Profile: (I) Company Information A-share stock code 000026 B-share stock code 200026 A-share ticker FIYTA A B-share ticker FIYTA B Stock Exchange Listed Shenzhen Stock Exchange with Registered Company 飞亚达(集团)股份有限公司 Name In Chinese Abbreviation of Registered Company 飞亚达公司 Name in Chinese Registered Company FIYTA HOLDINGS LTD. Name in English 2 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Abbreviation of Registered Company FIYTA Name in English Legal Representative Wu Guangquan Registered address: FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen Postal Code of the 518057 Registered Address th Office Address 20 Floor, FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen Postal Code of the Office 518057 Address Internet Web Site http:// www.fiytagroup.com E-mail investor@fiyta.com.cn (II) Liaison Person and Communication Information Secretary of the Board Securities Affairs Representative Names Chen Libin Zhang Yong th th 20 Floor, FIYTA Technology 20 Floor, FIYTA Technology Liaison Address Building, Gaoxin S. Road One, Building, Gaoxin S. Road One, Nanshan District, Shenzhen Nanshan District, Shenzhen Tel. 0755-86013669 0755-86013669 Fax 0755-83348369 0755-83348369 E-mail investor@fiyta.com.cn investor@fiyta.com.cn (III) Information Disclosure and Place of Regular Reports Prepared for Inquiry Newspapers Designated for Disclosing Securities Times the Information: and Hong Kong Commercial Daily Internet Web Site Designated by China Securities Regulatory Commission for http://www.cninfo.com.cn Publishing the Companys semi-annual report: Place of the Companys Semi-annual Secretariat of the Board of Directors Report Prepared for Inquiry III. Financial and Business Highlights (I) Key Accounting Data and Financial Indicators Is there any retroactive adjustment of the financial statements of the previous reporting period. √ Yes Accounting data summary 3 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Increase/decrease of the reporting period vs the Reporting Same Period of the Previous Year same period of the Accounting data summary period (Jan to previous year(%) Jun) Before After After adjustment adjustment adjustment 1,483,755,811.3 1,232,010,736. 1,232,010,736. Total revenues, in CNY 20.43% 6 41 41 Operating Profit, in CNY 80,596,906.17 102,601,007.36 95,784,459.17 -15.86% Total profit, in CNY 82,333,120.60 103,969,019.95 97,152,471.76 -15.25% Net profit attributable to the Companys shareholders, in 65,289,417.62 85,990,142.75 79,173,594.56 -17.54% CNY Net profit attributable to the Companys shareholders less 66,113,217.45 87,145,297.28 87,145,297.28 -24.13% the non-recurring items, in CNY Net cash flows arising from -103,426,718.8 -106,648,569.9 -93,347,203.62 operating activities, in CNY 2 7 Increase/decrease of the reporting period vs the End of the previous year End of the same period of the reporting period previous year (%) Before After After adjustment adjustment adjustment 3,306,412,693. 2,895,775,774. 3,061,600,094. Total assets, in CNY 8% 19 19 74 Owners equity attributable to 1,394,286,721. 1,391,003,807. 1,425,864,692. the Companys shareholders, -2.21% 36 94 45 in CNY Share capital, in shares 392,767,870.00 392,767,870 392,767,870.00 0% Financial Data Summary Increase/decrease of the reporting period vs the Same Period of the Previous Year Reporting period same period of the Financial Data Summary previous year(%) (Jan to Jun) Before After adjustment After adjustment adjustment Basic earning per share 0.166 0.219 0.202 -17.82% (CNY/share) Diluted earning per share 0.166 0.219 0.202 -17.82% (CNY/share) Basic earning per share after deducting the non-recurring 0.168 0.222 0.222 -24.32% gains and loss (CNY/share) Net assets-income ratio, fully 4.68% 6.49% 5.78% -1.1% diluted (%) Net assets-income ratio , 4.63% 6.75% 5.99% -1.36% weighted average, (%) Net assets-income ratio after deducting the non-recurring 4.74% 6.57% 6.36% -1.62% gains and loss, fully diluted (%) Net assets-income ratio less the non-recurring gains and 4.68% 6.84% 6.6% -1.92% loss, weighted (%) 4 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Net cash flows per share arising from operating -0.24 -0.263 -0.27 11.11% activities (CNY/share) Increase/decrease of the reporting period vs the End of the previous year End of the same period of the reporting period previous year (%) Before After adjustment After adjustment adjustment Net asset per share attributable to the Companys 3.55 3.54 3.63 -2.2% shareholders (CNY/share) Gear Ratio (%) 57.75% 51.87% 53.34% 4.41% Note to the Key Accounting Data And Financial Indicators at the End of the Reporting Period th The 29 Meeting of the Sixth Board of Directors of FIYTA Holdings Ltd. held on December 14, 2011 approved Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. and the Extraordinary Shareholders Meeting held on January 4, 2012 reviewed and approved the Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. According to the Agreement on Assignment of the Equity to the Third Party and the Contract on Equity Assignment, the Company paid CNY 28.05 million, the balance of the payment for the equity acquired equal to 50% of the total payment in February, 2012; the total payment involved in the equity acquisition was CNY 56.10 million. By then, the Company had finished acquisition of 100% equity in Hengdarui. As the three parties participated in the assignment of the equity, namely the Company, CATIC Shenzhen Company Limited (“CATIC Shenzhen”), the Companys actual controlling shareholder, and CATIC Trust Co., Ltd. are related parties. Therefore, in the reporting period, Hengdarui, as an enterprise under common control, has been included in the consolidated statement range and the consolidation date was February 28, 2012. According to the requirement on consolidation of an enterprise under common control as specified in the Accounting Standards for Enterprises, the Company made retroactive adjustment of the data as at year beginning and the same period of the previous year. (II) Difference in Accounting Data under the Domestic and International Accounting Standards 1. Difference in Net Profit and Net Assets in the Financial Report as Disclosed Respectively according to the International Accounting Standards and the Chinese Accounting Standards Inapplicable 2. Difference in Net Profit and Net Assets in the Financial Report as Disclosed Respectively according to the Accounting Standards Outside Mainland China and the Chinese Accounting Standards Inapplicable 3. Significant Difference Existing in the Specific Items Inapplicable 4. Note to the Difference in the Accounting Data based on the Accounting Standards Outside Mainland China Inapplicable (III) Deducting non-recurring gains/losses and the amount involved Amount in CNY Items Description Gain/loss from disposal of non-current assets -9,431.30 5 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Tax rebate or reduction with approval by overstepping authority, or without formal approval document Government subsidy recognized in current gain and loss (excluding those closely related to the Companys business and granted under the states 567,500.00 policies according to certain quota of amount or volume) Fund occupancy consideration received from non-financial institution counted to the current gains and losses Income from the costs of the investments in the subsidiaries, associates and joint ventures as acquired less than the fair value of the enjoyable recognizable net assets of the investees at the time of investment acquired. Exchange gain/loss from non-monetary assets Gain/loss from entrusted investment or asset management Provision for impairment of various assets arising from force majeure, such as natural disaster Gains and losses from debts reorganization Enterprise reorganization fee, such as expenses for arrangement for employees, integration fee, etc. Gains/losses exceeding the fair value arising from transactions with obviously unfair prices Net gain and loss of the subsidiary under the common control and produced from enterprise -2,130,265.54 consolidation from the beginning of the period to the consolidation date Gain and loss arising from contingent matters irrelevant with the Companys normal operation business Gain and loss from change of the fair value arising from transactional monetary assets, transactional financial liabilities as held as well as the investment income arising from disposal of the transactional monetary assets, transactional financial liabilities and financial assets available for sale excluding the effective hedging transaction in connection with the Companys normal business Reverse of the provision for impairment of accounts receivable undergoing impairment test individually Gain/loss from external entrustd loan Gain and loss arising from change in the fair value of the investment based real estate measured afterwards by means of fair value model Influence upon the current gains and losses from the once-and-for-all adjustment over the current gains and losses according to the taxation and accounting laws and regulations Income from custodian charge obtained from entrusted operation Operating income and expenses other than the 1,178,145.73 aforesaid items Other gains/losses in compliance with the definition of non-recurring gain/loss 6 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Amount influencing the minority shareholders equity Amount influencing the income tax -429,748.72 Total -823,799.83 -- Note to the “gains and losses in compliance with the definition of non-recurring gains and losses” as well as the Company in defining the “ non-recurring gains and losses based on the nature and characteristics of its own main business as the recurring gainses and losses. Inapplicable IV. Change in Share capital and Particulars about Shareholders (I) Change in Share capital 1. Change in the Company’s Shares Before the change Increase / Decrease (+/ -) After the change Shares Quantit Proport New Bonus convert Sub-tot Quantit Proport Others y ion (%) issuing shares ed from al y ion (%) reserve 199,75 -36,727 -36,727 163,02 I. Restricted shares 50.86% 41.5% 4,106 ,046 ,046 7,060 1. State shares 2. State corporate 173,10 -10,127 -10,127 162,97 41.49 44.07% shares 4,373 ,046 ,046 7,327 % 3. Other domestic 26,600, -26,600 -26,600 6.77% shares 000 ,000 ,000 Including: Domestic 26,600, -26,600 -26,600 6.77% corporate shares 000 ,000 ,000 Domestic natural person shares 4. Foreign shares Including: Foreign corporate shares Overseas natural person shares 5. Senior executive 49,733 0.01% 49,733 0.01% shares 193,01 36,727, 36,727, 229,74 II. Unrestricted shares 49.14% 58.5% 3,764 046 046 0,810 1. CNY ordinary 111,365 36,727, 36,727, 148,09 37.71 28.35% shares ,764 046 046 2,810 % 2. Foreign shares listed 81,648, 81,648 20.79 20.79% 0 in Mainland China 000 ,000 % 3. Foreign shares listed out of Mainland China 7 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 4. Others 392,76 392,76 III. Total Shares 7,870.0 100% 7,870. 100% 0 00 Approval of Shareholding Movements: The Company issued “the Suggestive Announcement on Listing of the Non-Publically Issued Resitrcted Shares 2012-002” on January 4, 2012, according to which the Company discharged 36,727,046 shares for restriction, taking 9.35% of the Companys total shares. They were the shares with trading limited conditions from non-public offering in 2010. Status of Transfer for Shareholdings' Movements: Inapplicable Influence fron the shareholding movements upon such financial indicators as earnings per share, net asset per share of the lastest accounting period Inapplicable Other information as the Company considers necessary to be disclosed or demanded by the securities regulatory authority for disclosing Inapplicable 2. Change of the Shares with Trading Limited Conditions Number of Volume of shares Volume of shares Volume of shares shares with discharged from with trading with trading trading limited Causes of Date of Shareholders trading limited limited conditions limited conditions conditions at restriction discharging conditions in the increased in the at the end of the beginning of the reporting period reporting period reporting period reporting period Non-publically issued resitrcted Caitong shares Securities Co., 4,527,046 4,527,046 0 0 discharged from January 9, 2012 Ltd. trading limited conditions in 2010 Non-publically Bohong Shujun issued resitrcted (Tianjin) Equity shares Investment Fund 7,000,000 7,000,000 0 0 discharged from January 9, 2012 Partnership Co., trading limited Ltd. conditions in 2010 Non-publically issued resitrcted Changzhou shares Investment 5,600,000 5,600,000 0 0 discharged from January 9, 2012 Group Co., Ltd. trading limited conditions in 2010 Taikang Life Non-publically Insurance issued resitrcted Co.,Ltd.-Deviden shares d 700,000 700,000 0 0 discharged from January 9, 2012 Distribution-Grou trading limited p Dividend conditions in Distributino-019L 2010 -FH001 SHEN Non-publically Taikang Life issued resitrcted Insurance Co., shares Ltd. – Toulian – 4,900,000 4,900,000 0 0 discharged from January 9, 2012 Jinqu trading limited -019L-TL002 conditions in SHEN 2010 China Non-publically Construction 8,400,000 8,400,000 0 0 issued resitrcted January 9, 2012 Bank – ICBC shares Credit Suisse discharged from 8 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Steady Growth trading limited Stock Based conditions in Securities 2010 Investment Fund China Non-publically Construction issued resitrcted Bank – First shares State Cinda 5,460,000 5,460,000 0 0 discharged from January 9, 2012 Leading Growth trading limited Stock Type conditions in Securities 2010 Investment Fund China Non-publically Construction issued resitrcted Bank – First shares State Cinda 140,000 140,000 0 0 discharged from January 9, 2012 Stable Value trading limited Bond Type conditions in Securities 2010 Investment Fund Total 36,727,046 36,727,046 0 0 -- -- (II) Issuing and Listing 1. Issuing Activities over the Past Three Years Description of Issuing Price Quantity Expiration stock and its Issuing Issuing date (CNY/share) Listing Date approved for date of Derivative quantity listing transaction Securities Stock Type A-share stock from December 14, December 30, 16.01 31,230,480 31,230,480 non-public 2010 2010 issuing Convertible Corporate Bonds, Detachable Convertible Bond and Corporate Bonds Inapplicable Warranties Inapplicable Note to the Issuing Activities over the Previous Three Years: In the reporting period, the Company issued either shares nor derivative securities. The Company started implementation of the plan of non-public offering of A-shares of 2010. The plan was reviewed and approved at the 8th meeting of the Sixth Board of Directors dated April 12, 2010 and was approved by China Securities Regulatory Commission with the Official Reply on Non-public Offering of Fiyta Holdings Ltd. (ZHENG JIAN XU KE [2010] No. 1703) on November 29, 2010. The Company issued 31,230,480 new shares by non-public offering and completed the procedures of registration for custody and sales restriction of the newly issued A shares with China Securities Depository and Clearing Company Limited Shenzhen Branch on December 14, 2010. The listing date of the shares subscribed by the designated investors was December 30, 2010. The sale restriction term of the shares subscribed by CATIC Shenzhen Holdings Limited, the Companys controlling shareholder, is 36 months from December 30, 2010 to December 29, 2013. The sale restriction term of the shares subscribed by Changzhou Investment Group Co., Ltd., First State Cinda Fund Management Co. Ltd., Bohong Shujun (Tianjin) Equity Investment Fund Partnership Co., Ltd., ICBC Credit Suisse Asset Management Co. Ltd., Taikang Assets Management Co., Ltd. and Caitong Securities Co., Ltd. is 12 months. The restricted shares got listed for trading on January 9, 2012. (For the detail, refer to the Indicative Announcement on Listing of the Non-Publically Issued Resitrcted Shares 2012-002). All the designated investors subscribed the shares in cash without assets transfer or liabilities transfer involved. 2. Change of the Company’s Total Shares and the Strucutre and the Change of the Company’s Asset Liability Structure Arising Therefrom Inapplicable 9 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 3. About the existing employees’ shares Inapplicable (III) Shareholders and Actual Controlling shareholder 1. Total shareholders at the end of the reporting period At the end of the reporting period, the total volume of shareholders was 23,088. 2. Shares held by the top ten shareholders Shares held by the top ten shareholders Holding of Pledging or freezing Nature of Holding Full names of Total shares the Shareholde proportions shareholders held restricted rs (%) Status of the shares Quantity shares State-owne CATIC Shenzhen 162,977,3 d corporate 41.49% 162,977,327 Holdings Limited 27 shareholder China Construction Domestic Bank – Huaxia non-state Superiority Growth 3.8% 14,920,073 0 corporate Stock Based Securities shareholder Investment Fund Industrial and Commercial Bank of Domestic China – E-Fund Value non-state 2.55% 10,000,000 0 Growth Mixed corporate Securities Investment shareholder Fund China Merchants Overseas Securities (HK) Co., 1.53% 6,014,981 0 corporate Ltd. Domestic National Social Security non-state 1.16% 4,550,525 0 Fund No. 118 Portfolio corporate shareholder GSI S/A GOLDEN Overseas CHINA PLUS MASTER 1.12% 4,416,654 0 corporate FUND China Construction State-owne Bank – YINHUA d corporate 1.09% 4,299,994 0 Thematic Wealth Equity shareholder Fund Overseas KGI ASIA LIMITED 1.09% 4,279,265 0 corporate 10 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Construction Bank of Domestic China – YINHUA Core non-state Value Selected Stock 1.08% 4,237,656 0 corporate Based Securities shareholder Investment Fund Industrial and Commercial Bank of Domestic China – Guotou Ruiyin non-state 1.07% 4,205,230 0 Growth Selected Stock corporate Based Securities shareholder Investment Fund In the reporting period, there was no hypothecation, freezing or custody of Note to the shareholders conditions any of the shares held by CATIC Shenzhen Holdings Limited, the shareholder holding over 5% of the Companys shares. Shareholding of top 10 shareholders of unrestricted shares Quantity of unrestricted Categories and Quantity Shareholders shares held at the end of the Categories Quantity reporting period China Construction Bank – Huaxia Superiority Growth Stock Based Securities 14,920,073 A-shares 14,920,073 Investment Fund Industrial and Commercial Bank of China – E-Fund Value Growth Mixed Securities 10,000,000 A-shares 10,000,000 Investment Fund China Merchants Securities (HK) Co., Ltd. 6,014,981 Stock B 6,014,981 National Social Security Fund No. 118 4,550,525 A-shares 4,550,525 Portfolio GSI S/A GOLDEN CHINA PLUS MASTER 4,416,654 B-shares 4,416,654 FUND China Construction Bank – YINHUA 4,299,994 A-shares 4,299,994 Thematic Wealth Equity Fund KGI ASIA LIMITED 4,279,265 B-shares 4,279,265 Construction Bank of China – YINHUA Core Value Selected Stock Based Securities 4,237,656 A-shares 4,237,656 Investment Fund Industrial and Commercial Bank of China – Guotou Ruiyin Growth Selected Stock 4,205,230 A-shares 4,205,230 Based Securities Investment Fund BANK JULIUS BAER & CO.LTD 3,485,769 B-shares 3,485,769 Explanation on the affiliation or/and concerted actor of the aforesaid shareholder: The Company has found neither affiliation among the aforesaid shareholders nor concerted actor as specified in the Measures for Administration of Information on the Shareholder Equity Change of Listed Companies. 3. About Controlling Shareholder and Actual Controlling Shareholder (1) Change in the Controlling Shareholder and the Actual Controlling Shareholder Inapplicable 11 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (2) Particulars about Controlling Shareholder and Actual Controlling Shareholder Is there any new actual controlling shareholder? No Name of the actual controlling shareholder CATIC Shenzhen Company Limited State-owned Assets Supervision and Administration Type of the actual controlling shareholder Commission (SASAC) Note: CATIC Shenzhen Company Limited (“CATIC Shenzhen”) was founded on December 1, 1982, with registered capital of CNY 1000 million and its legal representative is You Lei. principal business: import and export of commodities and technologies other than those exported exclusively by the central government or under the control by the central government, compensation trade as importer/exporter as well as agent; investment and initiation of entities; domestic commerce and supply and sale of goods and materials (excluding the commodities monopolized for operation, under control of and for exclusive sale by the central government); sales of home-made automobiles (with cars exclusive); development of real estate; import & export and domestic sales of lubricating oil, fuel oil, chemical products and chemical materials (excluding dangerous chemicals), purchase and sales of coke (excluding the commodities monopolized for operation, under control of and for exclusive sale by the central government). The eventual controlling shareholder of the Companys actual controlling shareholder - CATIC Shenzhen Company Limited is State-owned Assets Supervision and Administration Commission of the State Council. (3) Block Diagram of the Ownership and Control Relations between the Company and the Actual Controlling Shareholder State-owned Assets Supervision and Administration Commission of the State Council 100% Zhongjin Chuangxin National Council for Aviation Industry AVIC CCB Aviation (Tianjin) Investment Social Security Fund Corporation of China Industry Equity Investment Co., Ltd. (Tianjin) Co., Ltd. 14.31% 14.31% 62.52% 8.86% CATIC International Holdings Limited 100% China National Aero-Technology Corporation Shenzhen 58.77% CATIC Shenzhen Holdings Limited 41.49% Fiyta Holdings Ltd. 12 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (4) Actual Controlling Shareholder to Control the Company through Trust or Other Assets Management Approach Inapplicable 4. Other legal person shareholders holding over 10% of the Company’s shares Inapplicable (IV) Convertible bonds Inapplicable V. Directors, supervisors and senior executives 13 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (I) Change in Shares Held by Directors, Supervisors and Senior Executives Does Volume of he/she stock receive Number of Volume of Volume of Number of options of any pay shares shares Including: shares sold shares held the or Starting acquired at acquired volume of Expiry date during the at end of the Company Cause of allowance Names Positions Gender Age date of end of the during the restricted of tenure reporting reporting held at the Change from the tenure reporting reporting shares held period(shar period end of the sharehold period(shar period(shar (shares) es) (shares) reporting ers or any es) es) period(shar other es) related parties? Wu May 30, June 30, Chairman male 50 0 0 0 0 0 0 Yes Guangquan 2009 2012 June 22, June 30, You Lei Director male 43 0 0 0 0 0 0 Yes 2010 2012 Chen May 30, June 30, Director male 44 0 0 0 0 0 0 Yes Hongliang 2009 2012 Xu Managing May 30, June 30, male 46 0 0 0 0 0 0 No Dongsheng Director 2009 2012 Wang May 30, June 30, Director male 46 0 0 0 0 0 0 Yes Mingchuan 2009 2012 Huang May 30, June 30, Director male 38 0 0 0 0 0 0 Yes Yongfeng 2009 2012 14 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Independen May 30, June 30, Guo Wanda male 47 0 0 0 0 0 0 No t director 2009 2012 Independen May 30, June 30, Ji Qinzhi female 71 0 0 0 0 0 0 No t director 2009 2012 Zhang Independen January 4, June 30, male 47 0 0 0 0 0 0 No Shunwen t director 2012 2012 June 22, June 30, Sui Yong Supervisor male 54 0 0 0 0 0 0 Yes 2010 2012 Zhang May 30, June 30, Supervisor male 59 0 0 0 0 0 0 No Songhua 2009 2012 May 30, June 30, Tang Boxue Supervisor male 51 0 0 0 0 0 0 No 2009 2012 Deputy GM and 2009 年 07 June 30, Chen Libin male 48 0 0 0 0 0 0 No Secretary of 月 21 日 2012 the Board Lu May 30, June 30, Deputy GM male 51 66,311 0 0 66,311 49,733 0 No Bingqiang 2009 2012 Deputy GM May 30, June 30, Li Dehua & Chief male 52 0 0 0 0 0 0 No 2009 2012 Accountant May 30, June 30, Li Bei Deputy GM male 57 0 0 0 0 0 0 No 2009 2012 May 30, June 30, Fang Juan Deputy GM female 53 0 0 0 0 0 0 No 2009 2012 15 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Total -- -- -- -- -- 66,311 0 0 66,311 49,733 0 -- -- Equity Incentive Plan Granted to the Directors, Supervisors and Senior Executives in the Reporting period Inapplicable 16 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (II) Posts Held in Shareholders Posts held in the firm of shareholders Are Posts held Names of compensation in the Starting the Expiry date of and allowance Names of the Firms of Shareholders firms of date of post-holder tenure obtained from sharehold tenure s the firm of ers shareholders? July 10, CATIC Shenzhen Holdings Limited Chairman Up to now No Wu 2003 Guangquan December CATIC Shenzhen Company Limited Chairman Up to now No 16, 2008 July 10, CATIC Shenzhen Holdings Limited Director Up to now No 2003 You Lei General April 7, CATIC Shenzhen Company Limited Up to now Yes manager 2010 June 19, CATIC Shenzhen Holdings Limited Director Up to now No Chen 2012 Hongliang Deputy July 26, CATIC Shenzhen Company Limited Up to now Yes GM 2007 Chief Wang September CATIC Shenzhen Company Limited Accounta Up to now Yes Mingchuan 13, 2010 nt Huang Secretary of July 20, CATIC Shenzhen Holdings Limited Up to now Yes Yongfeng the Board 2012 Deputy September Sui Yong CATIC Shenzhen Company Limited Up to now Yes GM 13, 2010 Description of the posts held in the firm of shareholder s (III) Remuneration to Directors, Supervisors and Senior Executives Procedures of Remuneration to directors and supervisors is reviewed and approved at the Companys decision-making for general meeting of shareholders and remuneration to senior executives is reviewed and the remuneration to approved the Board of Directors. 17 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text directors, supervisors and senior executives The Company brought into full play and mobilized the senior executives work enthusiasm and creativeness based on the Companys operating results and with reference to the average remuneration level in the trade, better improved the Companys operating ability and result and ensured realization of the Companys strategic targets. The Company worked out the Measures for Administration of Remuneration to the Senior Executives in 2009, insisted on the principle of distribution according to work and combination of power, responsibility and Basis for benefit. The major orientation was “market based”, “full amount based” and “broadband Determining based”Commencing from 2007 on, the Company has introduced Balance Scorecard Remuneration to Strategic Management Structure, based on the establishment of the incentive and Directors, Supervisors restriction mechanism adaptable to the modern enterprise system, improved the and Senior Executives corporate governance structure, decomposed the Companys strategy to every department and post through the balance scorecard to determine senior executives performance indicators and action plan on this basis, conducted regular strategic review, work report and assessment on quarterly basis, and decided their total remuneration and renewal of engagement according to the assessment results and fulfillment of performances. The Company practiced the annual salary system for its senior executives. The annual salary structure consists of the basic annual salary and performance based annual salary. The Actual payment of the annual salary assessment for the GM was carried out according to the assessment methods remuneration to worked out by the shareholder. The assessment basis is mainly in accordance with a series directors, supervisors of indicators systems prepared based on the balance scorecard. The assessment for other and senior executives senior executives was conducted based on the indicators in the balance scorecard prepared at year beginning and the work report at year end. (IV) Change in Directors, Supervisors and Senior Executives Inapplicable (V) Employees Total Number of the Incumbent Staff 4,921 Number of retirees whose expenses are undertook by the 25 Company Professional Occupation Number of Persons of Professional Occupation Type of Professional Occupation Production staff 402 Sales persons 4,121 Engineers and technicians 85 Financial personnel 136 18 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Administrative personnel 177 Education background Classification of Education Background Number of persons Senior middle school or lower 2,944 College graduates 1,230 Undergraduates 703 Masters 40 PhDs 3 Post-doctors 1 VI. Report of the Board of Directors (I) Discussion and Analysis of the Management During the first half year of 2012, affected by the overall weakness and gliding of the macro economy, the growth of the domestic economy slowed down significantly and consumers purchase intention got weakened somewhat. Facing the extremely unfavorable market environment, the Company continued to adhere to its philosophy, insisted on its business values, focused on the two principal business lines, namely forging of HARMONY world watch channel brand and FIYTA product brand, attached great importance on the market change, made positive response, carried out different forms of sales activities, unceasingly explored various effective operation management measures and tried every means to expand the sales and reduce the costs. As a result, the revenue grew continuously. However, restricted by continuous rise of the labor costs, financing costs and operation expenses, there still exists unbalance between income and profit. 1. Retail of Famous Brand Watches In the reporting period, the Company focused on Key=BSCin its Harmony world watch business, strengthened the internal management, deepened the consutrction of “Three-Level Marketing” system, concentrated itself on the theme of “profit, cash flow, benefit and efficiency”, strengthened comprehensive operatation management of shops according to the work requirements of “high aspiration, high standard and high performance”, optimized the inventory structure, speeded up inventory circulation, reduced expenditures and increased benefit and improved the operation efficiency of individual shops; further enhanced the cooperative relationship with brands, channeles, etc., enthusiastically developed and optimized the sales network in a steady way; positively overcame the tension upon the business arising from the slackening of the economic growth, and devoted great efforts on continuous growth of sales performances. Enthusiastically Expanding and Optimizing the Sales Network: Based on the principle of steady development, the Company planned the network layout in a scientic way, optimized investment projects from various dimensions of integration of strategic partnership, regions, brands, etc., improved the investment benefit and reduced the investment risks; in addition, enhanced construction of new shop operation teams, improved the earning power of the new shops and promoted the new shops to tide over the incubation period as soon as possible. On the other hand, the Company has unceasingly optimized the existing retail network, strengthened the famous 19 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text watch brands, improved the shop image, and provided consumers with more professional and comfortable shopping space. Strengthening Construction of HARMONY Brand: The Company enthusiastically promoted HARMONY business brand from various dimensions, including advertisements in national and local media, the Companys website, HARMONY WORLD as the VIP publication, construction of the flagship shops, etc., improved the HARMONY brand favorite and continuously upgraded the value of HARMONY business brand. In the reporting period, Harmony was promoted to China 100 Fashion Brands at TRENDS SUMMIT CNINA 2012 and enjoyed good reputation in the industry and all walks of life. HARMONY was rewarded 2012 THE VOYAGE OF MODERN NEW ERA awards for its 2011 Harmony Luxury Watches Exhibition. Further strengthening the cooperation with brand owners: The Company continued to strenthen the communication and cooperation with the main force and high-end international wristwatch brands, spread the culture of watch by means of differenct activities, including high-level conferences, high-end VIP saloon, theme culture exhibition, etc. and fostered and developed consumer groups. Deepening three-level marketing and affiliating the customers: The Company further implemented and practiced the principle of “three-level marketing”, reinforced the terminal sales ability, vigorously carried various forms of sales contests and promotion activities. By means of a series of contests and promotion activities including “Spring Flowers in Blossom”, “Abundant Midsummer”, “Auspicious Dragon Celebrating the New Year”, “Singing Out I love you loudly”, “Graceful Driving Unit for Ladies”, “Fashionable Mothers Day”, “Brand Watch Month in Summer”, etc., the Company devoted itself to create an expert-like sales team and improve the sales performances; further affiliated the customers through questionnaires to mysterious customers, VIPs Appreciation Activities , etc.; excavated the internal potentials by means of the activities of increasing income and reducing expenditure and optimizing inventories; enthusiastically expanded and improved the after-sale service offices and offered high quality after-sale services to the customers. Enhancing organization construction, reinforcing team management and improving operation capability: The Company made timely adjustment of the regional management framework so as to satisfy the business development requirements; carried out knowledge management and best practice work in a deep-going way so as to improve the employees technical ability. Based on the objective of creating a “high aspiration, high standard and high performance” team, the Company carried out the training program for the employees at the production line, fulfilled 2011 Harmony Sales Consultants Training and Certification work, persistently carried forward the implementation of the projects of “Future Stars” and “LOHAS School”; enhanced talent team construction and reserve and training of cadres, introduced management talents through various channels, continuously carried out experience-style learning exchange for chain store managers, started annual basic-level managers 360 degrees leadership assessment and feedback tutorship work on overall basis. 2. FIYTA Watches In the reporting period, FIYTA Brand adhered to its cultural conception forward-looking and innovation, enthusiastically pursued high-efficiency brand marketing strategy, unceasingly looked for various promotion models, tried every means to improve the sales channels and improved the brand perception of the consumers. In the reporting period, the Company kept a higher growth level of revenue and profit. 20 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Channel Expansion and Sales Contest: The Company continued to enthusiastically implement its strategy of expanding the channels and promoted synchronious improvement of quantity and quality of the channels with perfecting channel distribution and improving channel quality as the goal, by means of vigorously developing outlets, franchised stores and comprehensive shops and enhancing the management of individual shops, etc. In the reporting period, the Company carried out multi-theme sales contests with the titles of “Passion Olympic and Infinite Possibility”, etc. With combination of festivals and holidays, such as the Spring Festival, valentines day, Labor Day, etc., seeked for the support from channels to carry out promotion activities, and ensured the retail business of FIYTA watches able to sustainably and quickly grow. Meanwhile, the Company vigorously developed e-commerce business, group purchase and overseas business to support steady growth of the sales revenue. Brand Price System and New Product Research & Development and Listing: The Company continued to take high value-added products as the main brand identity products for promotion, sorted out the price difference within and between series products, adjusted product price system according to the market feedback; unceasingly enhanced research and development design and investment, attached importance upon product upgrading and supplementation of competitive designs, continuously got rid of the stale and brought forth the fresh, vigorized the brand, paid attention to the overall planning of the creative management, encouraged and supported new model design conception. In the reporting period, the Company fulfilled the trial-manufacture and batch production task of Shenzhou IX th space watch series and woman space watches and was rewarded 12 China Patent Gold Award and Honorable Mention. As a result, the brand identity and publicity have been upgraded. Brand Promotion: Aiming at the objective customer base, the Company communicated the core value of “perfect and supreme good technology” and carried forward the public relation activities with the brand spokesperson and customers club as the base. In the reporting period, the Company finished production of its first promotion film abroad, a fashion blockbuster titled GAO Yuanyuan in Milan; successfully held a membership activity with the theme of “Singing and Enjoying from the Bottom of Heart. In the activity, time, dream and music echoed each other. It has created a honorable customers experience for the members of FIYTA Club. With the launch of Shenzhou IX Spaceship, the Company announced its up-to-date space watch series by means of television advertising, print media and themed public relation activities and powerfully upgraded the brand communication effect. Meanwhile, the Company successfully completed the journey of BASEL WORLD 2011 Watches. FIYTA, as the unique Chinese brand in the international exhibition hall, attracted much attention. Reinforcing Team Construction: The Company persistently reinforces talent fostering and training work for the purpose of developing a professional brand team with high qualification, diligence and dedication, and powerful learning ability. In the reporting period, the Company continued to enhance the development of brand talent team, recruited and trained outstanding talents based on the brand development and requirements, and fostered management personnel reserve team by means of the improved talent recruitment, training and incentive system, upgraded the qualification and capability of the shop assistants and strengthened the cohesive force in enterprise. Meanwhile, the Company enhanced the sharing of internal information and knowledge and quickly spread excellent practical experience in management and business for sharing. Is the actual business performance over 20% lower or higher than that in the earnings projection or business plan? No 21 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Analysis on the Operation and Performances of the Principal Subsidiaries and Mutual Share-holding Companies: 1. Shenzhen Harmony World Watches Center Co., Ltd., whose business scope is purchase and sales of watches and spares and accessory parts and repairing services. The Company holds 100% of its equity. In the reporting period, the company realized total assets amounting to CNY 2,039.4913 million, total liabilities amounting to CNY 1,310.3656 million, revenues amounting to CNY 1,193.8811 million and net profit amounting to CNY 32.8658 million. 2. FIYTA Sales Co., Ltd., whose business scope is design, R & D and sales of various watches, timing instruments and spares and accessory parts, sales of jewelry and ornaments; import & export. The Company holds 100% of its equity. In the reporting period, the company realized total assets amounting to CNY 76.3612 million, total liabilities amounting to CNY 435.138 million, revenues amounting to CNY 241.4958 million and net profit amounting to CNY 11.2721 million. 3. Shenzhen FIYTA Sophisticated Timepieces Manufacture Co., Ltd., whose business scope is production various watches and driving units, spares and accessory parts, sophisticated timepieces and repairing service. The Company holds 100% of its equity. In the reporting period, the company realized total assets amounting to CNY 204.3048 million, total liabilities amounting to CNY 158.6269 million, revenues amounting to CNY 169.4361 million and net profit amounting to CNY 29.7237 million. 4. FIYTA Technology Development Co., Ltd. whose business scope is R & D, production and sales of watches, processing, sales and technical development of sophisticated parts. The Company holds 100% of its equity. In the reporting period, the company realized total assets amounting to CNY 70.8684million, total liabilities amounting to CNY 55.1067 million, revenues amounting to CNY 35.2159 million and net profit amounting to CNY 0.812 million. 5. FIYTA Hong Kong Limited, whose business scope is trading and investment. The Company holds 100% of its equity. In the reporting period, the company realized total assets amounting to CNY 217.0358 million, total liabilities amounting to CNY 111.518 million, revenues amounting to CNY 58.7154 million and net profit amounting to CNY 4.0027 million. 6. Shenzhen Xiangji Commercial & Trade Co., Ltd., whose business scope is sales of watches and gifts and relevant information consultation, and other domestic trade. The Company holds 100% of its equity. In the reporting period, the company realized total assets amounting to CNY 26.8986 million, total liabilities amounting to CNY 26.0547 million, revenues amounting to CNY 4.2232 million and net profit amounting to CNY –0.8256 million. 7. Shanghai Watch Industry Co., Ltd., whose business scope is sales of watches and parts. The Company holds 25% of its equity. In the reporting period, the company realized total assets amounting to CNY 74.5002 million, total liabilities amounting to CNY 44.2019 million, revenues amounting to CNY23.0391 million and net profit amounting to CNY 0.7655 million. All risks which may result in unfavorable influence upon the Company’s future development strategy and the realization of the business objectives: 1. Market risk arising from the continuous declining and weak macro economy; 2. Market competition and financial pressure to be confronted with in process of channel construction; 22 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 3. Cost pressure arising from continuous rise of the labor costs, financing costs and operation costs. 1. Principal Business and Operation (1) Principal business based on industries and products in CNY Year-on-year Year-on-year Year- on-year increase/decr increase/decr Industries or Operating Gross profit increase/decr Revenue ease of ease of products costs rate (%) ease of gross operating operating profit rate (%) income (%) costs (%) Industries 1,173,543,91 874,237,801. Commerce 25.5% 19.11% 19.5% -0.24% 6.34 34 265,901,475. 99,165,431.9 Manufacture 62.71% 30.46% 31.15% -0.19% 21 2 Property 34,705,360.1 10,394,436.1 70.05% 0.87% -1.16% 0.62% Operation 4 0 Products Sales of foreign 1,173,543,91 874,237,801. 25.5% 19.11% 19.5% -0.24% famous 6.34 34 watches Sales of 265,901,475. 99,165,431.9 FIYTA 62.71% 30.46% 31.15% -0.19% 21 2 watches Property 34,705,360.1 10,394,436.1 70.05% 0.87% -1.16% 0.62% Operation 4 0 Note to causes of bigger increase/decrease rate of the gross profit over the same period of the previous year Inapplicable (2) Distribution of the Principal Business in Various Regions in CNY Year-on-year increase/decrease of Regions Revenues revenues (%) Northeast China 139,682,464.71 20.2% North China 292,156,396.04 27.83% Northwest China 331,183,745.81 11.25% Southwest China 110,244,661.48 33.91% 23 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text East China 182,965,167.64 22.87% South China 417,918,316.01 19.48% (3) Note to the Causes of the Significant Change in Principal Business and its Structure Inapplicable (4) Note to the Causes of the Material Change in the Earning Capacity (Gross Profit Rate) of the Principal Business over the Previous Year Inapplicable (5) Analysis on Reasons of Big Change in Profit Composition over the Previous Year Inapplicable (6) Business nature, principal products or services and net profit, etc. of the mutual share-holding companies whose net profit the Company takes over 10% Inapplicable (7) Problems and Difficulties in Operation 2. Internal Control System in Connection with the Measurement with the Fair Value Inapplicable 3. Financial Assets and Financial Liabilities in Foreign Currencies Held by the Company Inapplicable (II) Investment 1. General Application of the Raised Capital CNY 10,000 Total raised capital 48,277 Total raised capital invested in the reporting 347 period Total raised capital accumulatively invested 48,277 Total raised capital whose application has been 0 changed in the reporting period Total raised capital whose application has been 0 24 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text changed accumulatively Proportion of the total raised capital whose 0 application has been changed accumulatively Note to Application of the Raised Capital Ended June 30, 2012, all the raised capital had been used up. 25 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 2. Promised Projects of Raised Capital CNY 10,000 Has the Amount Investment Date when Has Total project Total Amount accumulativ progress by the project Result Has the significant promised Promised investment projects been investment invested in ely invested the end of has realized in predicted change investment and investment of the changed after the up to the the reached the the operation taken place with over-raised capital (including adjustment reporting end of the reporting predicted reporting result been in the raised partial (1) period reporting period (%) applicable period reached? feasibility of capital change) period (2) (3) = (2)/(1) status the project? Investment projects as promised 1. HARMONY World Watch Chain Network Development No 41,000 41,000 1,460 41,000 100% Yes No and Improvement Project 2. Project of putting new FIYTA No 5,000 5,000 0 5,000 100% Yes No watches to the market 3. FIYTA Brand Marketing and No 4,000 4,000 610 4,000 100% Yes No Promotion Project Sub-total of investment - 50,000 50,000 2,070 50,000 - - - - projects as promised Investment with over-raised capital Repayment of bank loan (if - - - - - 26 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text any) Supplementing working - - - - - capital (if any) Sub-total of investment with - - - - - over-raised capital Total - - - - - Note to failure to comply with the planned progress and predicted earnings and the Inapplicable cause(s) (based on the specific projects) Explanation of the significant Inapplicable change in project feasibility Amount of over-raised capital, Inapplicable application and progress of use Change of the implementation Inapplicable site of the projects invested with the raised capital Adjustment of the Inapplicable implementation method of the projects invested with the raised capital About the initial investment in 27 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text the projects planned to be The Proposal on Replacement of the Self-raised Fund Invested in the Project Which should be Invested with the Raised Capital as reviewed and th invested with the raised capital approved at the 19 meeting of the Sixth Board of directors held on December 20, 2010 was approved to replace CNY 164,703,186.65 of the and the replacement self-raised fund in the project which should be invested with the raised capital amounting to CNY 164,703,186.65. The fund replacement was completed on January 4 and 5, 2011. About provisional Inapplicable supplementation of the working capital with the idle raised capital. Amount of balance of the Inapplicable raised capital incurred in process of implementation of the project and the cause Application and status of the Inapplicable unused raised capital Application of the raised capital and problems existing in the Inapplicable disclosure or other conditions 28 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 3. Chang of the projects invested with the raised capital Inapplicable 4. Significant Projects Invested with Non-Raised Capital in CNY 10,000 Date of the initial disclosure Project Projects Project progress Earnings by amount announcem ent The Company accepted 100% equity in Hengdarui Co. from CATIC Trust Acquisition of the Equity in Co.Ended June 30, Liaoning Hengdarui 2012, the Company Commerce & Trade Co., Ltd. December 5,610 had paid CNY 56.10 -91.13 by Shenzhen Harmony World 15, 2011 million of the Watches Center Co., Ltd. consideration of the equity assignment and the procedures for change of the equity was completed. Ended June 30, 2012, the Company had paid CNY 40.30025 million of the consideration of the The Company invested 25% December equity assignment to equity in Shanghai Watch 4,030.025 19.14 15, 2011 Beijing Equity Industry Co., Ltd. Exchange Co., Ltd. and the procedures for change of the equity was completed Total 9,640.025 -- -- Note to the Material Projects Invested with Non-raised Capital 29 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (III) Plan of the Board of Directors for Amendment of the Operation Plan in the Second Half Year Inapplicable (IV) Prediction of the Operation Performances from January to September 2012 Prediction of the possibility of the accumulated net profit from the year beginning to the end of the next reporting 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 Inapplicable (V) Explanation of the Board on the Qualified Auditor’s Report Issued by CPAs Inapplicable (VI) 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 Inapplicable (VII) Statement of the Board of Directors on the Company’s Accounting Policy, Results of the Discussion on Change of the Accounting Estimation or Cause of Correction of Significant Accounting Error and the Influence Inapplicable (VIII) Preparation and Implementation of the Cash Dividend Distribution Policy According to the provisions concerning cash dividend distribution in the Articles of Association, the Company prepared specific cash dividend distribution plan after the Board of Directors and the Shareholders General Meeting have reviewed strictly according to the requirements. In the past three years, the Company has well implemented the cash dividend distribution policy, fully asked for the independent directors opinions, effectively ensured the minority shareholders benefit and made timely and accurate disclosure in its annual report and the relevant media. In 2009, the Company distributed cash dividend amounting to CNY 24,931,799.90 (with tax inclusive), taking 35.58% of the net profit in the consolidated statement attributable to the shareholders of the Company; in 2010, the Company distributed cash dividend amounting to CNY 28,054,847.90 (with tax inclusive), taking 29.85% of the net profit in the consolidated statement attributable to the shareholders of the Company; in 2011, the Company distributed cash dividend amounting to CNY 39,276,787.00 (with tax inclusive), taking 24.63% of the net profit in the consolidated statement attributable to the shareholders of the Company. In the past three years, the accumulative amount of cash dividend distributed takes 85.56% of the annual average net profit in the latest year, which complies with the rules and regulations. According to the Circular of China Securities Regulatory Commission and Shenzhen Securities Regulatory Office on Careful Implementation of the "Notice of Further Implementing Requirements for Cash Dividend Distribution of Listed rd Companies", for the purpose of better protection of the investors benefit, the Company held 33 Meeting of the Sixth 30 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Board of Director on June 19, 2012, and reviewed and approved the Proposal on Amendment of the Articles of Association according to which the provisions concerning cash dividend distribution in the existing Articles of Association rd have been amended accordingly. For the detail, refer to the Announcement of the Resolution of the 33 Meeting fo the Sixth Board of Directors (2012-014). The Proposal on Amendment of the Articles of Association was reviewed and st approved at 2012 1 General Meeting of Shareholders. The Company shall continue to implement the work concerning cash dividend distribution according to the amended Articles of Association and the concerned provisions. The Company shall further prepare reasonable cash dividend distribution system according to its business development conditions with consideration of the requirements of the Articles of Association, attaches importance on return to the shareholders and devotes itself to create more return to the shareholders. (IX) Profit Distribution Proposal Or The Plan For Converting Capital Reserve To Bonus Shares Inapplicable (X) About Failure to Propose Cash Dividend Distribution Plan with the Accumulative Retained Profit at the End of 2011 as Positive Inapplicable (XI) Other Information Necessary to be Disclosed Inapplicable (XII) About the Company’s Liabilities, Change of Credit Standing and Cash Arrangement for Debt Repayment in the Future Year (This form is only to be filled in by a listed company which has issued convertible bonds). Inapplicable VII. Important Events (I) About the Corporate Governance I. Actual Situation of the Corporate Governance in the Reporting Period The Company continuously improved the Companys corporate governance structure strictly according to the PRC Company Law, the PRC Securities Law and the regulations of China Securities Regulatory Commission concerning governance of listed companies, and tried to enhance construction of modern enterprise system, upgraded the level of regulatory operation of the Company. As a result, there was no discrepancy between the situation of the Companys corporate governance and the regulatory documents of China Securities Regulatory Commission concerning governance of listed companies. 31 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text The Company established and improved relatively standardized corporate governance structure and rules of procedures, formed a decision-making and operation management system with the Shareholders Meeting, the Board of Directors, the Supervisory Committee and the management of the Company as the principal structure. They implemented their respective duties according to the PRC Company Law and the Articles of Association. The General Meeting is the Companys supreme organ and has the power of deciding the Companys operation policy and investment plan, reviewing and approving the Companys annual fincial budget scheme, settlement scheme, profit distribution plan, loss make-up plan, change of the application of the proceeds raised through issuing, etc., makes resolution on increase and decrease of the Companys registered capital, issuing bond, etc., election and replacement of directors, non-staff supervisors and decision on their remuneration and way of payment. The Board of Directors is the Companys decision-making organ, takes charge of implementing the decisions made by the Shareholders General Meeting, assumes responsibility to the Shareholders General Meeting and reports the work to it; within the authorization from the General Meeting, decides the Companys external investment, acquisition and sales of assets, assets pledgement, external guarantee, related transactions, etc., decides establishment of the Companys internal management organs, engagement and disengagement of the Companys general manager, the Board secretary and other senior executives, etc. The Board of Directors consists of nine directors, including three independent directors. The Board of Directors has established three subordinate special committees, namely the Strategy Committee, the Audit Committee and Nomination, Emolument and Assessment Committee. The Supervisory Committee is the Companys supervisory organ in charge of supervising the directors, managers and other senior executives in performaning duties according to the law and proposes dismissal of any director or senior executive who breaches the law, the administrative rules and regulations, the Articles of Association or the General Meetings resolutions. The Supervisory Committee consists of three supervisors including two staff supervisors. The management assumes responsibility to the Board of Directors and the General Manager takes full responsibility for the Companys routine operation and management and development under the leadership of the Board of Directors, supervises the work of every functional department, assesses the work result of each functional department and coordinate the relationship of all departments. II. Incompliance Practice in the Corporate Governance in the Reporting Period As a company controlled by a central enterprise in equity, in accordance with the regulations concerning management of the state-owned assets, there existed undisclosed information, including financial statements, submitted to the principal shareholder and actual controller in the Company in the reporting period. While demanding the responsible persons to abide by the duty of keeping confidential, the Company submitted the monthly financial news and the quarterly financial statements to its controlling shareholder after completion of the procedures of review and approval, submitted the name list of shareholders on quarterly basis to the biggest shareholder and submitted monthly operation information to the actual controller. In accordance with the Circular on Enhancing Supervision over Listed Companies Activity of Providing Undisclosed Information to their Principal Shareholders and Actual Controllers and the Supplementary Circular on Enhancing Supervision in Governing Listed Companies Non-regulatory Activities, such as Providing Undisclosed Information to their Principal Shareholders and Actual Controllers promulgated by Shenzhen Securities Regulatory Office, the Company has 32 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text implemented necessary procedures of reporting and filing and has submitted the conditions of reporting the undisclosed information and the name list of insiders to Shenzhen Securities Regulatory Office. The Company attaches great importance on keeping confidential the undisclosed information as submitted. In the reporting period, there was no such event that caused the price fluctuation of the Companys stock due to disclosure of the undisclosed information in the reporting period. In the reporting period, the Company had not been involved in such practice as accepting engagement and disengagement of the Companys senior executives and middle level executives or auditing the specific projects of the Company and its subsidiaries, review and approval of the Companys asset acquisition or external investment projects, or such incompliance practice in administration as practicing ownership representative reporting system, etc. from the principal shareholder or eventual controller. III. Progress of Implementation of the Company’s Internal Control With a view to implementing the Implementation Guidelines for Enterprise Internal Control and the relevant supplementary guiding work and according to the circular of China Securities Regulatory Commission and Shenzhen Securities Regulatory Office, the Company officially started the Project of Compliance with the Implementation Guidelines for Enterprise Internal Control (hereinafter referred to as the “Internal Control Project”). In the reporting period, the Company implemented the internal control projects orderly according to the steps as specified in the Statement of the Implementation Progress of the 54 Experimental Companies for the Rules for Enterprise Internal Control in the Jurisdiction of Shenzhen with reference to the Work Guides for the Key Experimental Companies in the Jurisdiction of Shenzhen in Implementing the Rules for Enterprise Internal Control; and made self assessment on the design of the internal control and effectiveness of the operation ended June 30 2012. (For the detail, refer to the Self-Assessment Report on the Internal Control of 2012 Semi-annual Report of FIYTA Holdings Limited). In the reporting period, the Company established the internal control on the business and matters which have been put in the assessment range, which has been effectively implemented and has reached the target of the Companys internal conrol. There exists no material defect. No significant change has taken place in the internal control resulting in substantial affect upon the assessment conclusion during the period from the base date of the internal control assessment report to the date of issuing the internal control assessment report. In the second half year of 2012, the Company shall continue to improve the internal control system applicable to the Company according to the relevant law and regulations, the Companys basic rules on the internal control and the supporting guidelines; appoint the CPAs engaged in the internal control audit and conclude agreement on internal control audit with the CPAs, where both Parties respective rights and obligations shall be specified, arrange te auditors to enter the site to carry out the internal control audit work and make communications on the key issues found in the internal control audit; generalize the internal control construction achievements to the Companys other major business modules and frontline operation units. (II) Profit Distribution Plan, Plan for Converting Public Reserve into Share Capital or Plan for Issuing New Shares Prepared in Previous Period but Implemented in the Reporting Period On February 23, 2012, the Company held 31st Meeting of the Sixth Board of Directors, reviewed and approved 2011 Profit 33 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Distribution Proposal. The proposal was finalized after review and approval at 2011 Annual General Meeting held on April 12 2012. According to the proposal, with 392,767,870 shares of the total share capital as at December 31, 2011 as the base number, the Company distributed cash dividend to the whole shareholders at the rate of CNY 1.00 (with tax inclusive) for every 10 shares and the total amount of the cash dividends distributed was CNY 39,276,787.00. The profit distribution proposal complied with the the relevant regulations and the Articles of Association in terms of preparation, review and implementation procedures. The profit distribution was completed in implementation on June 1, 2012. (For the detail, refer to the Announcement on Implementation of Equity Distribution for the Year 2011 (2012-013). 34 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (III) Lawsuits and Arbitrations Inapplicable In the reporting year, the Company had never been involved in any material lawsuit or arbitration. 35 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (IV) Bankruptcy or Reorganization Related Events Inapplicable (V) The Company did not hold any equity in other listed companies or investment in the equity in any financial enterprises. 1. Investment in Securities Inapplicable 2. Equity in other listed companies held by the Company Inapplicable 3. Equity in non-listed financial enterprises held by the Company Inapplicable 4. Trading of shares in other listed companies Inapplicable (VI) Asset Transactions 36 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 1. Acquisition of Assets Inapplicable 2. Sales of Assets Net profit of the assets contributed Proportion of to the Has the the net profit Association Company Has the Date of the Trading Price Gain/loss ownership contributed with the trade Other Party from the Related Asset sales credit/debts provisional (in resulted from of the assets by sale of the counterpart of the Assets Sold Date of sale beginning of Transactions pricing involved disclosure by CNY10,000) the sales (in involved asset in the (applicable to Transaction the reporting (Y/N) principle been all announceme CNY 10,000 ) been Companys related period to the transferred nt transferred? total profit transaction) date of sale (%) (in CNY10,000) The carrying 45% equity in Shenzhen amount of the Northwestern Northwestern net assets of Polytechnical Industrial Northwestern University February 23, February 28, Technology 165 0 -21.36 No Polytechnical No No 0.33% Inapplicable Shenzhen 2012 2012 Research University Research Insitute Co., Shenzhen Institute Ltd. Research Institute as at 37 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text September 30, 2011 was taken as the pricing basis for the equity assignment Note to the Sales of Assets: Northwestern Polytechnical University Shenzhen Research Institute, as a legal person institution, was incorporated in June 2002 with the start-up capital for CNY 3 million. Its shareholders were Northwestern Polytechnical University and Fiyta Holdings Limited and both parties held 55% and 45% of the equity respectively. Its business purposes and scope were: to carry out high-level talent training, science and technology cooperation and development, conversion of the research results, set up hi-tech enterprises and serve Shenzhen; non-diploma continuing for professionals at postgraduate level or higher of machine-building, electronics, computer, information, management, software, motive power, transportation, environment, conrol, materials, chemicals, civil engineering, aviation and space navigation, etc.; scientific research, academic exchange, conversion of research achievements of the relevant discipline. Northwestern Polytechnical University Shenzhen Research Institute has promoted development of hi-tech enterprises in Shenzhen by means of its superiority in talents and technology, carries oiut continuing education for the Company and other hi-tech manufacturers in Shenzhen and high-level talents training. In consideration of the difference in management conception and way of operation between a school and an enterprise, especially a listed company, for the benefit of both parties independent operation and development, after mutual consultation of both parties, the Company assigned its 45% in Shenzhen Northwestern Industrial Technology Research Insitute Co., Ltd. with consideration of CNY 1.65 million (CNY One Million Six Hundred and Fifty Thousand only) with the carrying amount of the net assets of Northwestern Polytechnical University Shenzhen Research Institute as at September 30, 2011 taken as the pricing basis for the equity assignment. 3. Exchange of Assets Inapplicable 38 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 4. Enterprise Consolidation th The 29 Meeting of the Sixth Board of Directors of FIYTA Holdings Ltd. held on December 14, 2011 approved Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. and the Extraordinary Shareholders Meeting held on January 4, 2012 reviewed and approved the Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. According to the Agreement on Assignment of the Equity to the Third Party and the Contract on Equity Assignment, the Company paid CNY 28.05 million, the balance of the payment for the equity acquired equal to 50% of the total payment in February, 2012; the total payment involved in the equity acquisition was CNY 56.10 million. By then, the Company had finished acquisition of 100% equity in Hengdarui. As the three parties participated in the assignment of the equity, namely the Company, CATIC Shenzhen Company Limited (“CATIC Shenzhen”), the Companys actual controlling shareholder, and CATIC Trust Co., Ltd. are related parties. Therefore, in the reporting period, Hengdarui, as an enterprise under common control, has been included in the consolidated statement range and the consolidation date was February 28, 2012. 5. Progress of the assets reorganization or assets acquisition/sale activities after the assets reorganization report or notice on assets acquisition/sale was published and the impact of such activities upon the Company’s operation result and information position in the reporting period Inapplicable (VII) Note to the share acquisition plan proposed or implemented by the Company’s holding shareholder and its concerted actor in the reporting period Inapplicable (VIII) Implementation of the Company’s equity incentive plan and the influence arising therefrom Inapplicable (IX) Material Related Transactions 39 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 1. Related transactions in connection with daily operation Related transactions in connection with daily operation Products purchased and labor services received from the related Products purchased and labor services received from the related parties parties Related Parties Amount in transaction (in CNY Proportion in the amount of the Amount in transaction (in CNY Proportion in the amount of the 10,000) similar transactions (%) 10,000) similar transactions (%) Aviation Industry Corporation 388.7 0.26% Rainbow Supermarket 3,615.82 2.45% 1,062.24 5.92% SHENNAN Circuit 79.07 0.05% CATIC Property 118.01 3.4% 59.29 100% Ganzhou CATIC Real Estate 0 0% 33.77 1% Development Co., Ltd. CATIC Real Estate 99.22 2.86% Makway 26.56 0.77% CATIC Securities 44.73 1.29% CATIC CITY Property 1.09 0.03% CATIC City Development 1.09 0.03% GUANLAN Real Estate 4.36 0.13% CATIC Changtai 62.73 1.81% Grand Skylight Hotel Co. 175 5.04% Rainbow Supermarket 18.3 0.53% CATIC Supervision Co. 8.71 0.25% 40 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text CATIC Real Estate Development 4.39 0.13% Jiufang Assets Co. 18.18 0.52% Grand Skylight Hotel Co. 11.82 0.34% Total 4,677.77 1,231.53 Where: In the reporting period, the related transactions in connection with sales of products or supply of labor services to the controlling shareholder or its subsidiaries amounted to CNY 46.7777 million. 2. Related transactions concerning assets acquisition/sales Inapplicable 3. Important Related Transitions with Joint Investments Inapplicable 4. Current Related Rights of Credit and Liabilities Did there exist any non-operational related rights of credit and liabilities No Amount of capital provided to the related party (in CNY Amount of capital provided by related parties to the 10,000) Company (in CNY 10,000) Related Parties Relationship Amou Amo Interes Amou Amo Interes Intere Interest Opening nt unt of Ending t Opening nt unt of Ending t st payme balance incurre repay balance incom balance incurre repay balance incom paym nt d tment e d tment e ent 41 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Non-operational Inapplicable Sub-total Operational Common 4,234. 4,063 Rainbow Supermarket 63.58 234.32 6 0 0 6 controller 01 .27 Eventual AVIC 12.18 46.5 51.86 6.82 0 119.89 56.87 63.02 controller Common 173.2 Shennan Circuit 159.47 92.51 78.74 controller 4 Zhonghang Electronic Measuring Common 4.07 0 0 4.07 Instruments Co., Ltd controller Xian Zhongfei Aviation Testing Common 0 200 0 200 Technology Development Co., Ltd. controller Common CATIC Trust Co. 2,805 0 2,805 0 controller Common CATIC Decoration Co. 13.2 0 13.2 0 controller Shenzhen CATIC Enterprise Group Common 0 18.96 0 18.96 0 3.96 0 3.96 Training Center controller Common CATIC Monitor 10.25 0 0 10.25 controller Common Ganzhou CATIC Real Estate Co. 12.27 33.77 33.77 12.27 controller 42 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Common CATIC Building 0.82 0 0 0.82 controller Common CATIC Nanguang 0.34 0 0 0.34 controller Common CATIC Property Management Co. 0 73.97 59.29 14.68 controller Common CATIC Real Estate Development 8.58 4.81 3.77 controller Common CATIC CITY Development 10.73 10.73 0 controller Common CATIC Securities 15 0 0 15 controller Common Makway 6.46 0 0 6.46 controller Common CATIC Real Estate 42.48 0 0 42.48 controller CATIC Changtai Investment Common 0 62.73 62.73 0 0 22.17 22.17 Development controller CATIC City Property 10.73 10.73 0 4,688. 7,203 142.4 Sub-total 3,080.02 565.43 101.14 219.99 178.7 48 .07 3 4,688. 7,203 142.4 Total 3,080.02 565.43 101.14 219.99 178.7 48 .07 3 Amount of capital provided by the Company to its 0 controlling shareholder and subsidiaries in the reporting 43 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text period (in CNY) Including: Amount of capital for non-operational purpose (in CNY 10,000) 0 Balance of capital provided by the Company to its 0 controlling shareholder and subsidiaries (in CNY 10,000) Including: balance for non-operational purpose (in CNY 0 10,000) Cause for occurrence of related rights of credit and Inapplicable liabilities Liquidation of related associated rights of credit and Inapplicable liabilities ommitment relevant to associated rights of credit and Inapplicable liabilities Impacts of related rights of credit and liabilities on the Inapplicable company's business results and financial positions Status and returning scheme on occupied funds in the reporting period Inapplicable Ended the reporting period, if the listed company has not finished the returning scheme on non-operational occupied funds and the responsibility investigation plan proposed by the Board of Directors. Inapplicable 44 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 5. Other Related Transactions Inapplicable (X) Important Contracts and Implementation 1. Custody, contract or lease from which the profit brought about takes over 10% (with 10% inclusive) of the Company’s total profit (1) Custody Inapplicable (2) Contract Inapplicable (3) Lease Inapplicable 2. Guarantee in CNY 10,000 External Guarantees Offered by the Company (excluding that to the Subsidiaries) Date of announce Date of actual Guarant ment for occurrence Amount of Complet ees for Guarantee Guarantee Guarantees disclosure (date of actual Types ed?(Y/N Related quota Term of signing the guarantee ) Parties? guarantee agreement) (Y/N) quota Inapplicable Total external guarantee quota Total amount of external approved in the reporting period 0 guarantee incurred in the 0 (A1) reporting period (A2) Total external guarantee quota Total balance of actual external approved at the end of the 0 guarantee at the end of the 0 reporting period (A3) reporting period Guarantees to the Subsidiaries Date of Guarantee Date of actual Amount of Guarantee Complet Guarant Guarantees Types announce quota occurrence actual Term ed?(Y/N ees for 45 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text ment for (date of guarantee ) Related disclosure signing the Parties? of agreement) (Y/N) guarantee quota Shenzhen Harmony February World Watches 6,000 June 26, 2012 3,500 guarantee 2 years No No 28, 2012 Center Co., Ltd. Total amount of guarantee to Total external guarantee quota to the subsidiaries actually the subsidiaries approved in the 100,000 3,500 incurred in the reporting period reporting period (B1) (B2) Total balance of actual Total guarantee quota to the guarantee to the subsidiaries subsidiaries approved at the end of 100,000 12,083 at the end of the reporting the reporting period (B3) period The Companys total guarantee (i.e. total of the first two main items) Total amount of guarantee Total guarantee quota approved in 100,000 actually incurred in the 3,500 the reporting period (A1+B1) reporting period (A2+B2) Total guarantee quota already Total balance of the actual approved at the end of the 100,000 guarantee at the end of the 12,083 reporting period (A3+B3) reporting period (A4+B4) Proportion of the actual guarantees in the Companys net assets 8.65% (namely A4+B4) Including: Amount of guarantees offered to the shareholder, ultimate controller 0 and related parties (C) Amount of guarantee as liability security offered directly or indirectly 0 to the guarantees whose asset-liability rate exceeding 70% (D) Guarantee with total amount exceeding 50% of the net assets (E) 0 Total amount of the aforesaid three guarantees (C+D+E) 0 Description of the possibility of bearing joint repayment liability due Inapplicable to undue guarantee Description of external guarantee against the specified procedures Inapplicable 46 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 3.Information of consigned financing Inapplicable 4. Implementation of Important Contracts in Normal Business Inapplicable 5. Other Important Contracts Inapplicable (XI) Description of Issuing Corporate Bonds In accordance with the concerned laws, rules and regulations, including the Company Law of the Peoples Republic of China, the Securities Law of the Peoples Republic of China, Measures for Pilot Projects for the Offering of Corporate Bonds, after self-inspection, the Company considers that it has complied with the conditions for issuing corporate bonds. For the purpose of replenishing the Companys working capital, speeding up development of the Companys principal business, further improving the Companys liabilities structure, the rd Company held the 33 meeting of the Sixth Board of Directors on June, 19 2012. The meeting reviewed the st Proposal for Issuing Cororate Bonds which was approved at 2012 1 Extraordinary Shareholders Meeting. The size of the corporate bonds to be issued would not exceed CNY 400 million with the bond term not exceeding 5 years. The issuing plan has been submitted to China Securities Regulatory Commission and has not yet been approved yet. (XII) Performance Of Commitment 1. Commitments of the Company or the Shareholder Holding over 5% of the Company’s Shares or the Commitments Extended to the Reporting Period Commit Commitment Implementati Commitments Acceptors Description ment term on time (1) CATIC Implementati Shenzhen on of the Holdings Limited commitment: committed that The upon completion Novemb commitment Commitment for Equity Separation CATIC of FIYTA equity er 9, - is in process Reform Shenzhen separation 2007 of reform, the implementati non-negotiable on. shares held by Commencin CATIC Shenzhen g from the 47 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Corporation date when would not be the equity listed with the separation trading system of reform was Shenzhen Stock fulfilled to the Exchange for sale end of the within 36 months reporting commencing from period, the date when CATIC such shares got Shenzhen approval for Holdings listing; (2) Within Limited has 24 months after not reduced the 3-year sales or assigned restriction term any expires, in case restricted CATIC Shenzhen shares held Holdings Limited byCATIC would sell the Shenzhen non-negotiable Holdings FIYTA shares it Limited. 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 made at the time of - - - - asset exchange Commitment of Status of CATIC Shenzhen: implementati Within 36 months on of the commencing from December commitment: Decemb CATIC the end of the 30 2010 to The Commitment at the time of issuing er 30, Shenzhen Companys December commitment 2010 non-public issuing 29, 2013 is in process (from December of 30, 2010 to implementati December 29, on. 48 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 2013), CATIC Shenzhen shall not assign any of the new shares it has subscribed. Other commitments to the minority shareholders Has the commitment been timely √ Yes implemented? The specific cause of failure in Inapplicable implementation and the next plan Is there any commitment for the issue which may lead to horizontal Inapplicable competition and related transaction Term of solution as committed Inapplicable Way of solution Inapplicable Performance of commitment Inapplicable 2. There existed profit anticipation for the Company’s assets or projects while the reporting period was still within the duration of the profit anticipation. The Company made explanation on whether the assets or projects reached the anticipated profit and the cause Inapplicable (XIII) Items of Other Comprehensive Income In CNY Items Reporting period Previous period 1. Amount of gain/loss arising 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 49 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Net gain/loss previously recorded in other comprehensive gains transferred to the current gain/loss Sub-total 3. Amount of gain/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 Statements -1,490,601.91 2,071,076.23 Less: Net in disposal of overseas operation transferred to the current gain/loss Sub-total -1,490,601.91 2,071,076.23 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 -1,490,601.91 2,071,076.23 (XIV) Statement of such activities as reception, research, communication, interview in the reporting period Reception Discussion topics and provision Reception Time Way of reception Types of Visitors Visitors received place of materials Development trend of the China Southern domestic luxury goods sector, Fund Management some measures concerning the Co., Ltd., Guotai Companys strategic Junan Securities development, brand February 28, 2012 Company On-Site Survey Organization Co., Ltd., Guosen construction, terminal Securities Co., Ltd., management in the past three China International years. Provision of the Fund Management Companys public brochures in Co., Ltd., 2012. March 1, 2012 Company On-Site Survey Organization Industrial Securities Development trend of the 50 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Co., Ltd. FrankLin domestic luxury goods sector, Templeton Sealand some measures concerning the Fund Management Companys strategic Co., Ltd. development, brand construction, terminal management in the past three years. Provision of the Companys public brochures in 2012. Development trend of the domestic luxury goods sector, some measures concerning the Everbright Securities Companys strategic Co., Ltd. and development, brand March 15, 2012 Company On-Site Survey Organization Changan Fund construction, terminal Management Co., management in the past three Ltd. years. Provision of the Companys public brochures in 2012. Development trend of the domestic luxury goods sector, some measures concerning the Companys strategic Sinolink Securities development, brand March 22, 2012 Company On-Site Survey Organization Co., Ltd. construction, terminal management in the past three years. Provision of the Companys public brochures in 2012. Development trend of the domestic luxury goods sector, some measures concerning the Shanghai Wisdom Companys strategic Investment development, brand April 18, 2012 Company On-Site Survey Organization Management Co., construction, terminal Ltd. , Dongxing management in the past three Securities Co., Ltd. years. Provision of the Companys public brochures in 2012. Development trend of the E Fund Management domestic luxury goods sector, June 20, 2012 Company On-Site Survey Organization Co., Ltd., Guosen some measures concerning the Securities Co., Ltd. Companys strategic development, brand 51 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text construction, terminal management in the past three years. Provision of the Companys public brochures in 2012. (XV) Engagement and Disengagement of CPAs Has the semi-annual report been audited No Has the Accounting Firm been changed? No (XVI) Penalties and Rectification of the Company and its Directors, Supervisors, Senior Executives, Shareholders and the Actual Controller and Acquisitor Inapplicable (XVII) Notes to Other Significant Events Inapplicable (XVIII) Description of the Earning Power of the Underwriter of The Company's Convertible Bonds, Status of the Assets and Significant Change in the Status of the Letter of Credit (This form is only to be filled in by the listed company that has issued the Companys convertible bonds) Inapplicable (XIX) Information Disclosure Index Names of the newspapers Internet website where the for publishing and the Events Publishing date information is disclosed and page where the route for retrieving information is disclosed Announcement on Securities Times, Page D7 st Resolutions of 2011 1 and Hong Kong January 4, 2012 http://www.cninfo.com.cn Extraordinary Commercial Daily, Page A Shareholders Meeting 6 the Suggestive Securities Times, Page Announcement on Listing D29 and January 5, 2012 http://www.cninfo.com.cn of the Non-Publically Hong Kong Commercial Issued Resitrcted Shares Daily, Page A 21 52 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Announcement on the Securities Times, Page D4 Predicted Growth of the and Hong Kong January 10, 2012 http://www.cninfo.com.cn Operating Results of the Commercial Daily, Page A Year 2011 20 Securities Times, Page 2011 Annual Report D68 and Hong Kong February 28, 2012 http://www.cninfo.com.cn Summary Commercial Daily, Page A 21 Announcement on Securities Times, Page st Resolutions of the 31 D68 and Hong Kong February 28, 2012 http://www.cninfo.com.cn Meeting of the Sixth Board Commercial Daily, Page A of Directors 21 Announcement on Securities Times, Page th Resolutions of the 15 D68 and Hong Kong February 28, 2012 http://www.cninfo.com.cn Meeting of the Sixth Commercial Daily, Page A Supervisory Committee 21 Announcement on Implementation of Regular Securities Times, Page Related Transactions in D68 and Hong Kong February 28, 2012 http://www.cninfo.com.cn 2011 and Prediction of Commercial Daily, Page A Regular Related 21 Transactions in 2012 Securities Times, Page Notice on holding 2011 D17 and Hong Kong Shareholders General April 6, 2012 http://www.cninfo.com.cn Commercial Daily, Page A Meeting 11 Securities Times, Page Announcement on D36 and Hong Kong Resolutions of 2011 April 12, 2012 http://www.cninfo.com.cn Commercial Daily, Page A Annual General Meeting 24 Securities Times, Page st 2012 1 Quarterly Report, D36 and Hong Kong April 17, 2012 http://www.cninfo.com.cn the Text Commercial Daily, Page A 6 Announcement on Securities Times, Page nd Resolutions of the 32 D36 and Hong Kong April 17, 2012 http://www.cninfo.com.cn Meeting of the Sixth Board Commercial Daily, Page A of Directors 6 Announcement on Securities Times, Page th Resolutions of the 16 D36 and Hong Kong April 17, 2012 http://www.cninfo.com.cn Meeting of the Sixth Commercial Daily, Page A Supervisory Committee 6 53 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Securities Times, Page Announcement on D24 and Hong Kong Implementation of 2011 May 25, 2012 http://www.cninfo.com.cn Commercial Daily, Page A Equity Distribution 15 Announcement on Securities Times, Page rd Resolutions of the 33 D20 and Hong Kong June 20, 2012 http://www.cninfo.com.cn Meeting of the Sixth Board Commercial Daily, Page of Directors B11 Announcement on Securities Times, Page th Resolutions of the 17 D20 and Hong Kong June 20, 2012 http://www.cninfo.com.cn Meeting of the Sixth Commercial Daily, Page Supervisory Committee B11 st Securities Times, Page Notice on Holding 2012 1 D20 and Hong Kong Extraordinary June 20, 2012 http://www.cninfo.com.cn Commercial Daily, Page Shareholders Meeting B11 54 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text VIII. Financial Report (I) Auditors’ Report Has the semi-annual report been audited No (II) Financial Report Are consolidated statements necessary? Yes Unless otherwise specified, the unit used for all the financial statements of this financial report is Chinese yuan. The unit used for the statements in the financial notes is Chinese yuan. 1. Consolidated Balance Sheet Prepared by: FIYTA Holdings Ltd. In CNY Items Notes Ending balance Opening balance Current assets: Monetary fund 210,307,884.08 179,972,430.02 Settlement Reserve Inter-bank lending Trading financial assets 0.00 0.00 Notes receivable 0.00 0.00 Accounts receivable 358,231,728.75 268,900,768.37 Prepayments 42,160,697.24 77,139,710.01 Insurance premium receivable Reinsurance accounts receivable Accounts receivable reinsurance reserve Interest receivable 0.00 0.00 Dividends receivable 0.00 0.00 Other receivables 36,657,982.84 34,058,993.74 55 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Buying and selling back financial assets Inventories 1,798,863,541.95 1,640,904,483.64 Non-current assets due within a year Other current assets 39,125,068.40 44,245,896.17 Total current assets 2,485,346,903.26 2,245,222,281.95 Non-Current Assets: Disbursement of entrusted loans and advances Available-for-sale 0.00 0.00 financial assets Held –to-due investment 0.00 0.00 Long-term accounts 0.00 0.00 receivable Long-term equity 42,140,196.62 1,948,572.76 investment Investment based real 267,663,668.77 272,490,648.63 estate Fixed assets 288,962,008.25 295,407,284.31 Construction-in-process 2,583,805.57 249,000.00 Engineering supplies 0.00 0.00 Disposal of fixed assets 0.00 0.00 Productive biological assets Oil and gas asset 0.00 0.00 Intangible assets 36,750,350.05 37,065,827.49 Development expenses Goodwill Long-term expenses to 131,450,066.50 122,665,313.17 be apportioned Deferred income tax 51,515,694.17 46,250,916.43 asset Other non-current assets 0.00 40,300,250.00 Total non-current assets 821,065,789.93 816,377,812.79 Total assets 3,306,412,693.19 3,061,600,094.74 Current liabilities: 56 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Short-term Loan 1,375,000,000.00 1,099,107,000.00 Borrowings from central bank Receipt of deposits and deposits from other banks Loans from other banks Trading financial liabilities 0.00 0.00 Notes payable 125,000,000.00 0.00 Accounts payable 185,929,348.00 191,460,941.62 Advance receipts 9,999,570.06 3,740,327.89 Funds from selling out and repurchasing financial assets Service charge and commission payable Salaries payable to the 14,301,994.29 27,414,469.57 employees Taxes payable 46,901,706.74 50,298,472.82 Interest payable 2,712,814.61 14,038,573.07 Dividends payable 0.00 0.00 Other payables 33,222,161.59 33,000,834.53 Reinsurance payable Insurance contract reserve Funds from securities trading agency Funds from underwriting securities agency Non-current liabilities due 49,900,000.00 149,600,000.00 within a year Other current liabilities 5,881,030.87 4,814,572.85 Total current liabilities 1,848,848,626.16 1,573,475,192.35 Non-Current Liabilities: Long-term loan 57,236,712.79 57,030,567.09 Bonds payable Long term accounts payable 57 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Special accounts payable 0.00 0.00 Predicted liabilities 0.00 0.00 Deferred income tax 128,393.19 128,393.19 liability Other non-current 3,286,000.00 2,350,000.00 liabilities Total non-current liabilities 60,651,105.98 59,508,960.28 Total liabilities 1,909,499,732.14 1,632,984,152.63 Owners equity (or shareholders equity): Paid up capital (or capital 392,767,870.00 392,767,870.00 stock) Capital reserve 525,506,952.78 581,606,952.78 Less: shares in stock Special reserve Surplus reserve 131,323,437.78 131,323,437.78 Generic risk reserve Retained earnings 353,534,591.20 327,521,960.58 Foreign Currency Capital -8,846,130.40 -7,355,528.69 Total owners equity attributable to the parent 1,394,286,721.36 1,425,864,692.45 company Minority equity 2,626,239.69 2,751,249.66 Owners equity (or 1,396,912,961.05 1,428,615,942.11 shareholders equity) Total liabilities and owners 3,306,412,693.19 3,061,600,094.74 equity (or shareholders equity) Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 2. Balance Sheet, Parent Company In CNY Items Notes Ending balance Opening balance Current assets: Monetary fund 71,657,500.90 49,327,161.12 Trading financial assets 58 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Notes receivable Accounts receivable 190,777,030.60 157,324,732.29 Prepayments Interest receivable Dividends receivable 75,960,140.05 34,607,884.20 Other receivables 1,216,681,934.78 879,552,488.89 Inventories 27,970,155.67 60,263,407.14 Non-current assets due within a year Other current assets Total current assets 1,583,046,762.00 1,181,075,673.64 Non-Current Assets: Available-for-sale financial assets Held –to-due investment Long-term accounts receivable Long-term equity 774,339,916.62 734,148,292.76 investment Investment based real 267,663,668.77 272,490,648.63 estate Fixed assets 99,571,742.32 103,792,286.84 Construction-in-process 2,583,805.57 249,000.00 Engineering supplies Disposal of fixed assets Productive biological assets Oil and gas asset Intangible assets 30,385,508.51 30,695,325.97 Development expenses Goodwill Long-term expenses to 14,792,833.28 22,046,301.93 be apportioned Deferred income tax 3,642,026.85 3,642,026.85 asset Other non-current assets 0.00 40,300,250.00 Total non-current assets 1,192,979,501.92 1,207,364,132.98 59 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Total assets 2,776,026,263.92 2,388,439,806.62 Current liabilities: Short-term Loan 1,310,000,000.00 912,000,000.00 Trading financial liabilities Notes payable 62,500,000.00 0.00 Accounts payable 4,143,231.42 9,109,177.41 Advance receipts 1,684,798.45 1,466,500.43 Salaries payable to the 0.00 4,839,475.00 employees Taxes payable 10,750,345.10 17,593,036.57 Interest payable 1,907,509.99 1,907,509.99 Dividends payable 0.00 0.00 Other payables 54,848,855.73 43,019,929.22 Non-current liabilities due 49,900,000.00 149,600,000.00 within a year Other current liabilities 0.00 0.00 Total current liabilities 1,495,734,740.69 1,139,535,628.62 Non-Current Liabilities: Long-term loan Bonds payable Long term accounts payable Special accounts payable Predicted liabilities Deferred income tax 128,393.19 128,393.19 liability Other non-current 3,286,000.00 2,350,000.00 liabilities Total non-current liabilities 3,414,393.19 2,478,393.19 Total liabilities 1,499,149,133.88 1,142,014,021.81 Owners equity (or shareholders equity): Paid up capital (or capital 392,767,870.00 392,767,870.00 stock) Capital reserve 531,162,493.88 531,162,493.88 Less: shares in stock 60 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Special reserve Surplus reserve 131,323,437.78 131,323,437.78 Generic risk reserve Retained earnings 221,623,328.38 191,171,983.15 Foreign Currency Capital Owners equity (or 1,276,877,130.04 1,246,425,784.81 shareholders equity) Total liabilities and owners 2,776,026,263.92 2,388,439,806.62 equity (or shareholders equity) Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 3. Consolidated Profit Statement In CNY Items Notes Amount in the reporting period Amount in the previous period I. Gross Revenue 1,483,755,811.36 1,232,010,736.41 Including: revenue 1,483,755,811.36 1,232,010,736.41 Interest income Earned premium Service charge and commission income II. Total operating cost 1,403,350,279.05 1,136,177,291.76 Including: operating costs 987,034,886.89 820,486,746.77 Interest payment Service charge and commission payment Refunded premiums Compensation pay-out, net Net amount of reserves for reinsurance contract Policy dividend payment Reinsurance expenses 61 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Business taxes 8,333,683.51 5,684,565.06 and surcharge Sales costs 260,546,992.95 186,543,960.33 Administrative 87,835,143.36 86,969,634.99 expenses Financial 59,603,871.04 34,235,933.76 expenses Loss from -4,298.70 2,256,450.85 impairment of assets Plus: Income from change of fair value (loss is 0.00 0.00 stated with “-“) Investment 191,373.86 -48,985.48 income (loss is stated with “-“) Including: income from investment in associates 191,373.86 -48,985.48 and joint ventures Exchange income (loss is stated with “-“) III. Operating Profit (loss is 80,596,906.17 95,784,459.17 stated with “-“) Plus: Non-operating 1,841,642.65 1,374,365.97 income Less: Non-operating 105,428.22 6,353.38 expenses Including: Loss from disposal of non-current 11,895.85 487.00 assets IV. Total profit (total loss is 82,333,120.60 97,152,471.76 stated with “-“) Less: Income tax 17,173,824.32 17,802,177.43 expense V. Net Profit (net loss is stated 65,159,296.28 79,350,294.33 with “-“) Including: Net profit realized by the consolidatee -2,130,265.54 -6,816,548.19 realized before the consolidation Net profit attributable to 65,289,417.62 79,173,594.56 the parent companys owner 62 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Minority shareholders -130,121.34 176,699.77 gain/loss VI. Earnings per share: -- -- (I) Basic earnings per 0.166 0.202 share (II) Diluted earnings per 0.166 0.202 share VII. Other comprehensive -1,485,490.34 2,071,076.23 income VIII. Total comprehensive 63,673,805.94 81,421,370.56 income Total comprehensive income attributable to the 63,798,815.91 81,283,624.43 owner of the parent company Total comprehensive income attributable to minority -125,009.97 137,746.13 shareholders In case consolidation of the enterprises under the common control took place in the reporting period, the net profit realized by the enterprises to be consolidated before the consolidation was CNY -2,130,265.54. Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 4. Profit Statement, Parent Company In CNY Items Notes Amount in the reporting period Amount in the previous period I. Revenue 82,860,262.56 229,421,696.61 Less: Business costs 46,268,068.51 108,169,866.25 Business taxes and 4,005,146.32 2,491,222.67 surcharge Sales costs 7,329,606.71 75,701,460.95 Administrative 20,299,535.62 32,034,218.96 expenses Financial expenses 12,666,803.25 9,193,668.62 Loss from -4,298.70 0.00 impairment of assets Plus: Income from change of fair value (loss is 0.00 0.00 stated with “-“) 63 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Investment income 76,151,513.91 34,138,145.45 (loss is stated with “-“) Including: income from investment in associates 191,373.86 -48,985.48 and joint ventures II. Operating Profit (loss is 68,446,914.76 35,969,404.61 stated with “-“) Plus: Non-operating 1,373,691.87 350,853.72 income Less: Non-operating 92,474.40 487.00 expenses Including: Loss from 872.93 487.00 disposal of non-current assets III. Total profit (total loss is 69,728,132.23 36,319,771.33 stated with “-“) Less: Income tax 0.00 516,812.76 expense IV. Net Profit (net loss is stated 69,728,132.23 35,802,958.57 with “-“) V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive 0.00 0.00 income VII. Total comprehensive 69,728,132.23 35,802,958.57 income Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 5. Consolidated Cash Flow Statement In CNY Items Amount in the reporting period Amount in the previous period I. Net cash flows arising from operating activities: Cash received from sales of 1,568,077,993.80 1,359,710,881.45 goods and supply of labor 64 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 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 0.00 217,481.16 Other operation activity 12,564,978.28 4,608,116.36 related cash receipts Subtotal of cash flow in from 1,580,642,972.08 1,364,536,478.97 operating activity Cash paid for purchase of goods and reception of labor 1,262,119,139.90 1,147,963,105.94 services Net increase of loans and advances to customers Net increase of due from central bank and due from banks Cash paid for indemnity of original insurance contract Cash paid for interest, service charge and commission Cash paid for insurance policy dividend Cash paid to and for staff 180,306,617.10 127,842,281.46 Taxes paid 87,831,415.58 75,325,571.35 65 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Other business related cash 143,733,003.12 120,054,090.19 payments Subtotal of cash flow out from 1,673,990,175.70 1,471,185,048.94 operating activity Net cash flow arising from -93,347,203.62 -106,648,569.97 operating activities 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, 53,358.08 86,686.60 intangible assets and other long term assets Net cash received from disposal of subsidiaries and other 0.00 0.00 operating units Other investment related 0.00 0.00 cash receipts Subtotal of cash flow in from 53,358.08 86,686.60 investment activity Cash paid for construction/purchase of fixed 47,475,391.95 192,928,519.40 assets, intangible assets and other long term assets Cash paid for investment 28,050,000.00 19,107,200.00 Net increase of hypothecated loans Net cash received from payment by subsidiaries and other 0.00 0.00 operating units Other investment related 0.00 0.00 cash payments Subtotal of cash flow out from 75,525,391.95 212,035,719.40 investment activity Net cash flow arising from -75,472,033.87 -211,949,032.80 investment activities III. Cash flows arising from fund 66 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text raising activities: Cash received from absorption of investment Incl.: Cash received from subsidiaries absorption of minority shareholders investment Cash received from 917,000,000.00 629,311,000.00 borrowings Cash received from bond issuing Other fund-raising related 125,000,000.00 0.00 cash receipts Subtotal of cash flow in from fund 1,042,000,000.00 629,311,000.00 raising activity Cash paid for liabilities 740,902,058.84 616,135,405.74 repayment Cash paid for dividend/profit distribution or repayment of 100,936,223.78 51,452,122.18 interest Including: Dividend and profit paid by subsidiaries to minority shareholders Other fund-raising related 1,031,250.90 231,600.00 cash payments Subtotal of cash flow out from fund 842,869,533.52 667,819,127.92 raising activity Net cash flow arising from 199,130,466.48 -38,508,127.92 fund-raising activities IV. Influence from change of exchange rate upon cash and 24,225.07 -50,095.91 cash equivalents V. Net increase of cash and cash 30,335,454.06 -357,155,826.60 equivalents Plus: Opening balance of 179,972,430.02 664,455,817.52 cash and cash equivalents VI. Ending balance of cash and 210,307,884.08 307,299,990.92 cash equivalents Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 67 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 6. Cash Flow Statement, Parent Company In CNY Items Amount in the reporting period Amount in the previous period I. Net cash flows arising from operating activities: Cash received from sales of 53,110,671.45 232,850,800.27 goods and supply of labor Rebated taxes received Other operation activity 70,163,474.04 86,972,592.72 related cash receipts Subtotal of cash flow in from 123,274,145.49 319,823,392.99 operating activity Cash paid for purchase of goods and reception of labor 9,645,155.22 118,780,238.76 services Cash paid to and for staff 21,344,665.48 48,764,907.85 Taxes paid 22,736,599.85 9,941,251.63 Other business related cash 290,935,269.71 55,029,872.30 payments Subtotal of cash flow out from 344,661,690.26 232,516,270.54 operating activity Net cash flow arising from -221,387,544.77 87,307,122.45 operating activities II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from 34,907,884.20 investment income Net amount of cash received from disposal of fixed assets, 33,000.00 86,686.60 intangible assets and other long term assets Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts 68 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Subtotal of cash flow in from 34,940,884.20 86,686.60 investment activity Cash paid for construction/purchase of fixed 7,408,400.71 11,525,931.38 assets, intangible assets and other long term assets Cash paid for investment 352,807,200.00 Net cash received from payment by subsidiaries and other operating units Other investment related cash payments Subtotal of cash flow out from 7,408,400.71 364,333,131.38 investment activity Net cash flow arising from 27,532,483.49 -364,246,444.78 investment activities III. Cash flows arising from fund raising activities: Cash received from absorption of investment Cash received from 882,000,000.00 392,000,000.00 borrowings Cash received from bond issuing Other fund-raising related cash receipts Subtotal of cash flow in from fund 882,000,000.00 392,000,000.00 raising activity Cash paid for liabilities 583,700,000.00 448,000,000.00 repayment Cash paid for dividend/profit distribution or repayment of 81,083,348.04 47,490,785.45 interest Other fund-raising related 1,031,250.90 231,600.00 cash payments Subtotal of cash flow out from fund 665,814,598.94 495,722,385.45 raising activity Net cash flow arising from 216,185,401.06 -103,722,385.45 fund-raising activities 69 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text IV. Influence from change of exchange rate upon cash and cash equivalents V. Net increase of cash and cash 22,330,339.78 -380,661,707.78 equivalents Plus: Opening balance of 49,327,161.12 529,568,738.47 cash and cash equivalents VI. Ending balance of cash and 71,657,500.90 148,907,030.69 cash equivalents Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 7. Consolidated Statement of Changes in Owner’s Equity Amount in the reporting period In CNY Amount in the reporting period Owners equity attributable to the parent company Paid up Gene capit Capit Less: Speci Surpl Retai Minorit Total Items ric al (or al share al us ned Other y owners risk capit reser s in reser reser earni s equity equity reser al ve stock ve ve ngs ve stock ) I. Ending balance of the previous year Plus: Change in accounting policy Correction of previous errors Others 392,7 581,6 131,3 327,5 -7,35 1,428,6 II. Opening balance of the 2,751,2 67,87 06,95 23,43 21,96 5,528 15,942. report year 49.66 0.00 2.78 7.78 0.58 .69 11 III. Decrease/increase of -56,1 26,01 -1,49 -125,0 -31,702, the report year (decrease 00,00 2,630 0,601 09.97 981.06 is stated with “-“) 0.00 .62 .71 (I) Net profit 65,28 -130,1 65,159, 70 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 9,417 21.34 296.28 .62 -1,49 (II) Other comprehensive 5,111.3 -1,485,4 0,601 income 7 90.34 .71 65,28 -1,49 Subtotal of the above (I) -125,0 63,673, 9,417 0,601 and (II) 09.97 805.94 .62 .71 -56,1 (III) Owners input and -56,100, 0.00 00,00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decrease of capital 000.00 0.00 1. Capital invested by the owners 2. Amount of payment for shares credited to owners equity -56,1 -56,100, 3. Others 00,00 000.00 0.00 -39,2 -39,276, (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 76,78 0.00 0.00 787.00 7.00 1. Provision of surplus reserve 2. Provision of generic risk reserve -39,2 3. Distribution to the -39,276, 76,78 owners (or shareholders) 787.00 7.00 4. Others (V) Internal carry-forward 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 of owners equity 1. Conversion of capital reserve into capital (or capital stock) 2. Conversion of surplus reserve into capital (or capital stock) 3. Loss made up with surplus reserve 71 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 4. Others (VI) Special reserve 1. Provision in the reporting period 2. Applied in the reporting period (VII) Others 392,7 525,5 131,3 353,5 -8,84 1,396,9 IV. Ending balance of the 2,626,2 67,87 06,95 23,43 34,59 6,130 12,961. reporting period 39.69 0.00 2.78 7.78 1.20 .40 05 Amount of Previous Year In CNY Amount of Previous Year Owners equity attributable to the parent company Paid up Gene capit Capit Less: Speci Surpl Retai Minorit Total Items ric al (or al share al us ned Other y owners risk capit reser s in reser reser earni s equity equity reser al ve stock ve ve ngs ve stock ) I. Ending balance of the previous year Plus: Retroactive adjustment arising from consolidation of the enterprises under common control Plus: Change in accounting policy Correction of previous errors Others 280,5 643,3 121,0 222,5 -1,51 1,287,5 II. Opening balance of the 21,569, 48,47 81,88 66,99 14,56 5,341 65,949. report year 365.56 9.00 4.88 2.16 9.59 .96 23 III. Decrease/increase of 112,2 -61,7 10,25 105,0 -5,84 -18,81 141,049 the report year (decrease 19,39 74,93 6,445 07,39 0,186 8,115.9 ,992.88 is stated with “-“) 1.00 2.10 .62 0.99 .73 0 72 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 143,3 -198,5 143,120 (I) Net profit 18,68 00.02 ,184.49 4.51 -5,84 (II) Other comprehensive -67,95 -5,908,1 0,186 income 6.98 43.71 .73 143,3 -5,84 Subtotal of the above (I) -266,4 137,212 18,68 0,186 and (II) 57.00 ,040.78 4.51 .73 50,44 -18,55 (III) Owners input and 31,892, 0.00 4,458 0.00 0.00 0.00 0.00 0.00 0.00 1,658.9 decrease of capital 800.00 .90 0 1. Capital invested by the owners 2. Amount of payment for shares credited to owners equity 50,44 -18,55 31,892, 3. Others 4,458 1,658.9 800.00 .90 0 10,25 -38,3 -28,054, (IV) Profit distribution 0.00 0.00 0.00 0.00 6,445 0.00 11,29 0.00 0.00 847.90 .62 3.52 10,25 -10,2 1. Provision of surplus 6,445 56,44 reserve .62 5.62 2. Provision of generic risk reserve -28,0 3. Distribution to the -28,054, 54,84 owners (or shareholders) 847.90 7.90 4. Others 112,2 -112, (V) Internal carry-forward 19,39 219,3 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 of owners equity 1.00 91.00 1. Conversion of capital 112,2 -112, reserve into capital (or 19,39 219,3 capital stock) 1.00 91.00 2. Conversion of surplus reserve into capital (or capital stock) 73 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 3. Loss made up with surplus reserve 4. Others (VI) Special reserve 1. Provision in the reporting period 2. Applied in the reporting period (VII) Others 392,7 581,6 131,3 327,5 -7,35 1,428,6 IV. Ending balance of the 2,751,2 67,87 06,95 23,43 21,96 5,528 15,942. reporting period 49.66 0.00 2.78 7.78 0.58 .69 11 Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 3. Statement of Change in Owner’s Equity of the Parent Company Amount in the reporting period In CNY Amount in the reporting period Paid up Retaine capital Less: Generic Total Items Capital Special Surplus d (or shares risk owners reserve reserve reserve earning capital in stock reserve equity s stock) I. Ending balance of the previous year Plus: Change in accounting policy Correction of previous errors Others 1,246,4 II. Opening balance of the 280,548 643,381 131,323 191,171 25,784. report year ,479.00 ,884.88 ,437.78 ,983.15 81 III. Decrease/increase of the -112,21 112,219 30,451, 30,451, report year (decrease is 9,391.0 ,391.00 345.23 345.23 stated with “-“) 0 (I) Net profit 69,728, 69,728, 74 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 132.23 132.23 (II) Other comprehensive income Subtotal of the above (I) and 69,728, 69,728, (II) 132.23 132.23 (III) Owners input and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decrease of capital 1. Capital invested by the owners 2. Amount of payment for shares credited to owners equity 3. Others -39,276, -39,276, (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 787.00 787.00 1. Provision of surplus reserve 2. Provision of generic risk reserve 3. Distribution to the owners -39,276, -39,276, (or shareholders) 787.00 787.00 4. Others -112,21 (V) Internal carry-forward of 112,219 9,391.0 0.00 0.00 0.00 0.00 0.00 0.00 owners equity ,391.00 0 1. Conversion of capital -112,21 112,219 reserve into capital (or 9,391.0 ,391.00 capital stock) 0 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 reporting period 2. Applied in the reporting period 75 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (VII) Others 1,276,8 IV. Ending balance of the 392,767 531,162 131,323 221,623 77,130. reporting period ,870.00 ,493.88 ,437.78 ,328.38 04 Amount of Previous Year In CNY Amount of Previous Year Paid up Retaine capital Less: Generic Total Items Capital Special Surplus d (or shares risk owners reserve reserve reserve earning capital in stock reserve equity s stock) I. Ending balance of the previous year Plus: Change in accounting policy Correction of previous errors Others 1,171,9 II. Opening balance of the 280,548 643,381 121,066 126,918 16,176. report year ,479.00 ,884.88 ,992.16 ,820.47 51 III. Decrease/increase of the -112,21 112,219 7,748,1 7,748,1 report year (decrease is 9,391.0 ,391.00 10.67 10.67 stated with “-“) 0 35,802, 35,802, (I) Net profit 958.57 958.57 (II) Other comprehensive income Subtotal of the above (I) and 35,802, 35,802, (II) 958.57 958.57 (III) Owners input and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 decrease of capital 1. Capital invested by the owners 2. Amount of payment for shares credited to owners equity 3. Others 76 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text -28,054, -28,054, (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 0.00 847.90 847.90 1. Provision of surplus reserve 2. Provision of generic risk reserve 3. Distribution to the owners -28,054, -28,054, (or shareholders) 847.90 847.90 4. Others -112,21 (V) Internal carry-forward of 112,219 9,391.0 0.00 0.00 0.00 0.00 0.00 0.00 owners equity ,391.00 0 1. Conversion of capital -112,21 112,219 reserve into capital (or 9,391.0 ,391.00 capital stock) 0 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 reporting period 2. Applied in the reporting period (VII) Others 1,179,6 IV. Ending balance of the 392,767 531,162 121,066 134,666 64,287. reporting period ,870.00 ,493.88 ,992.16 ,931.14 18 Legal Representative: Wu Guangquan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong (III) General Information Fiyta Holdings Ltd. (hereinafter referred to as the Company) was reorganized, incorporated and renamed from Shenzhen Fiyta Timer Industry Company on December 25 1992 with approval by the General Office of Shenzhen Municipal Peoples Government with Document SHEN FU BAN FU [1992] No. 1259 and with China National Aero-Technology Import & Export Corporation Shenzhen Industry & Trade Center (which was renamed as China National Aero-Technology Corporation Shenzhen) as the sponsor. 77 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text On March 10, 1993, the Company, with approval by the Peoples Bank of China Shenzhen Special Economic Zone Branch [SHEN REN YIN FU ZI (1993) No. 070], issued publically domestic CNY based common shares (A-shares) and CNY based special shares (B-shares). In accordance with the Approval Document of Shenzhen Municipal Securities Regulatory Office SHEN ZHENG BAN FU [1993] No. 20 and the Approval Document of Shenzhen Stock Exchange SHEN ZHENG SHI ZI (1993) No. 16, the Companys A-shares and B-shares were all listed with Shenzhen Stock Exchange for trading commencing from June 3, 1993. On January 30, 1997, with approval by Shenzhen Municipal Administration for Industry and Commerce, the Company was renamed as Shenzhen Fiyta Holdings Ltd. On July 4, 1997, according to the equity assignment agreement between China National Aero-Technology Corporation Shenzhen (CATIC Shenzhen Corporation) and CATIC Shenzhen Holdings Limited ( with original name of Shenzhen CATIC Group Co., Ltd. (hereinafter referred to as CATIC Shenzhen), CATIC Shenzhen Corporation assigned assigned 72.36 million corporate shares (taking 52.24% of the Companys total shares) to CATIC Shenzhen. From then on, the Companys controlling shareholder turned to be CATIC Shenzhen from CATIC Shenzhen Corporation. On October 26, 2007, the Company implemented the equity separation reform, according to which the shareholder of the Companys non-negotiable shares would pay shares to the whole shareholders of negotiable shares registered on the equity record day as designated in the equity separation reform plan at the rate of 3.1 shares for every 10 shares held by them while the Companys total 249,317,999 shares remained unchanged. So far, after the equity separation reform, the proportion of the Companys shares held by CATIC Shenzhen reduced from 52.24% to 44.69%. On February 29, 2008, due to expansion of the Companys business scope and with approval by Shenzhen Municipal Administration for Industry and Commerce, the Companys enterprise corporate business licence number was changed from 4403011001583 into 440301103196089 Approved by China Securities Regulatory Commission (CSRC) with the Official Reply on Approval of Non-public Issuing of Shenzhen Fiyta Holdings Ltd., ZHENG JIAN XU KE [2010] No. 1703 and the Official Reply on the Issue of Non-Public Issuing of Shenzhen Fiyta Holdings Ltd. by State-owned Assets Supervision and Administration Commission of the State Council [2010] No. 430, the Company was approved to non-publically issue no more than 50 million common shares (A-shares). After completion of non-public issuing on December 9, 2010, the Companys registered capital increased to CNY 280,548,479.00 and CATIC Shenzhen holds 41.49% of the Companys equity based capital. On March 3, 2011, with approval by Shenzhen Municipal Administration for Industry and Commerce, the Company was renamed as Fiyta Holdings Ltd. from Shenzhen Fiyta Holdings Ltd. On April 8, 2011, the Company took the total share capital of 280,548,479 shares as at December 31, 2010 as the base, converted its capital reserve into share capital at the rate of 4 shares for every 10 shares. After the conversion, the Companys total share capital became 392,767,870 shares. 78 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Ended June 30, 2012, the total volume of share capital accumulatively issued by the Company was 392,767,870 shares. The principal business activities of the Company and its subsidiaries are: production and sales of various pointer type quartz watches and units, spares and parts, various timing apparatus, processing and wholesale of K gold watches and ornament watches (for production site, separate application should be submitted); domestic trade, materials supply and sales (excluding the commodities for exclusive operation, exclusive control and monopoly); property management and lease; import and export, design and construction; import and export business (implemented according to Document SHEN MAO GUAN DENG ZHENG ZI NO. 2007-072). Legal Representative: Wu Guangquan; The Companys registered office address: FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen. The Companys parent is CATIC Shenzhen and the eventual controller is Aviation Industry Corporation of China (hereinafter referred to as AVIC). The Company has established the Shareholders General Meeting, the Board of Directors, the Supervisory Committee, the Audit Committee, the Strategy Committee and the Nomination, Remuneration and Assessment Committee as the governance organs, etc. The Company has also established such function departments as the Comprehensive Administration Department, Human Resource Department, Finance Department, Audit Department, General Office of the Board of Directors, Property Department, Research & Development Department, Innovation and Design Department. The financial statements were approved by the Board of Directors of the Company for issuing on August 24, 2012. (IV) Principal Accounting Policies, Accounting Estimate and Correction of Previous Errors 1. Base for Preparation of the Financial Statements The Groups financial statements are prepared with the assumption of continuous operation and according to the actually incurred transactions and matters. According to the Enterprise Accounting Standards – Basic Standards and 38 Specific Accounting Standards promulgated by the Ministry of Finance in February 2006 as well as the successively published application guides, interpretation and other relevant regulations of the enterprise accounting standards (hereinafter all referred to as the Enterprise Accounting Standards) and the provisions on information disclosure as specified in the Rules for the Compilation and Submission of Information Disclosure by Companies That Offer Securities to the Public No.15 – General Provisions of Financial Report (Revision in 2010) promulgated by China Securities Regulatory Commission. According to the relevant provisions of the enterprise accounting standards, the Company takes the accrual basis as the base of accounting. Except some financial instruments, these financial statements are all measured based on historical cost. In case any asset experiences impairment, the impairment reserve is provided according to the relevant provisions. 79 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 2. Declaration on Adherence to the Accounting Standards for Enterprises The financial statements prepared by the Group comply with the enterprise accounting standards, have truly and fully reflected the financial position of the Company and the Group as at June 30, 20121 and such information as its operation results and cash flow from January to June, 2012. In addition, the financial statements of Company and the Group comply with the Rules for the Compilation and Submission of Information Disclosure by Companies That Offer Securities to the Public No.15 – General Provisions of Financial Report (Revision in 2010) concerning the requirement on disclosure of financial statements and the notes promulgated by China Securities Regulatory Commission in all material aspects. 3. Fiscal Year The Group classifies accounting period into annual and semi-annual periods. A mid-term accounting period refers a reporting period shorter than an entire fiscal year. The Groups fiscal year adopts the Gregorian calendar year, namely from January 1 to December 31 of a year. 4. Functional currency for bookkeeping CNY is the currency in the major economic environment where the Companys and its domestic subsidiaries premises are located. The Company and its domestic subsidiaries take CNY as the recording currency. The currency used by the Group in preparation of the financial statements is Chinese yuan. Recording currency for the oversea subsidiaries: Except Switzerland based Montres Chouriet SA (hereinafter referred to as the Swiss Company), a subsidiary of FIYTA (Hong Kong) Limited (hereinafter referred to as FIYTA Hong Kong) which takes Swiss Franc as the recording currency according to the major economic environment of the place where its premises is located, the other overseas subsidiaries, including Harmony World Watches International Limited (World Watch International), one of the subsidiaries ofShenzhen Harmony World Watches Center Co., Ltd. (Harmony), FIYTA (Hong Kong) Limited, 68-Station Limited (68-Station), one of FIYTA (Hong Kong) Limiteds subsidiaries, NATURE ART LTD., an entity controlled by 68-Station for special purpose (Nature Art), PROTOP LTD (PROTOP) and HARMONY World Watches International Limited, one of HARMONYs subsidiaries (World Watches International) take Hong Kong Dollars as its recording currency according to the major economic environment of the place where their premises are located. The currency adopted by the Group in preparation of the financial statements is Chinese yuan (CNY). 5. Accounting for consolidation of enterprises under the common control and not under the common control (1) Consolidation of enterprises under the common control Consolidation of an enterprise under the common control refers to an enterprise involved in consolidation is under the control by one party or more before and after consolidation while such control is not temporary. In consolidation of the enterprises not under the common control, the party that has acquired the control power over the other enterprises involved in the consolidation refers to the consolidator and the other enterprise(s) involved in the consolidation is/are the consolidatee(s). Date of consolidation refers to the date when the consolidator actually 80 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text acquires the control over the consolidatee. The asset and liability acquired by the consolidator should be measured based on the book value of the consolidatee on the date of consolidation.The difference between the book value of net assets acquired by the consolidator, the book value of the consolidate valuable consideration paid or the total book value of the issued shares was used to adjust the capital reserve (capital stock premium . In case the capital reserve (capital stock premium) is not enough to be written-down, the retained earnings are adjusted. The direct expenses incurred in enterprise consolidation to the consolidating party is charged to the current gain and loss. (2) Enterprise consolidation not under the common control Consolidation of a party not under the same control refers to an enterprise involved in consolidation is not under the same eventual control by one party or more before and after consolidation. In consolidation of the enterprises not under the same control, the party that has acquired the control power over the other enterprises involved in the consolidation refers to the purchaser and the other enterprise(s) involved in the consolidation is/are the purchasee. Date of purchase refers to the date when the purchaser actually acquires the control over the purchasee. For the consolidation of enterprices not under the same control, the consolidation costs consist of the fair value of the assets paid, liabilities incurred or assumed and the issued equity based securities for the purpose of acquisition of the control power over the purchasee and expenses incurred in connection with the consolidation, including the charges for audit, law service, appraisal and consulting and other administrative costs are charged to the current gains and losses. The transaction costs of the equity securities or debt securities issued by the purchaser as the consolidation consideration are counted to the initially recognized amount of the equity securities or debt securities. The contingent consideration involved is recorded in the consolidation costs based on the fair value as at the purchase date; for the contingent consideration necessary to be adjusted against the conditions which already exist as at the purchase date or further evidence within 12 months after the purchase date, the consolidated goodwill should be adjusted correspondingly. In case of enterprise consolidation realized by steps through several exchange transactions, in the Groups consolidated financial statements, the equity of the purchasee held before the purchase date shall be re-measured based on the fair value of the equity as at the purchase date; the difference between the fair value and its book value is recorded in the current return on investment as at the purchase date; meanwhile, the other comprehensive income in connection with the equity of the purchasee held before the purchase date shall be converted into the current return on investment; the consolidation cost is the sum of the fair value of the purchasees equity as at the purchase date held before the purchase date and the fair value of the purchasees equity as at the purchase date increased as at the purchase date. The consolidation cost incurred to the purchaser and the recognizable net asset acquired from consolidation are measured based on the fair value of the purchase day. The difference of the consolidation cost greater than the fair value share of the recognizable net asset on the date of purchase is recognized as goodwill. In case the consolidation cost is less than the share of the faire value of the purchasees distinguishable net assets, the Company first of all rechecks the fair value of the purchasees various distinguishable assets, liabilities or contingent liabilities and measurement of the consolidation costs. In case the consolidation cost is still smaller 81 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text than the share of the fair value of the purchasees distinguishable net assets acquired in the consolidation after the recheck, its difference is recorded in the current gain and loss. In case the purchasees offsetable provisional difference acquired by the purchaser is not recognized due to that it does not comply with the conditions for recognition of the deferred income tax asset, within 12 months after the purchase date, if the new or further information as obtained shows that the relevant conditions as at the purchase date already exist, it is predicted that the economic benefit of the purchasees offsetable provisional difference as at the purchase date can be realized, the relevant deferred income tax asset is recognized; meanwhile, the goodwill is reduced. In case the goodwill is not enough to be written-down, the difference shall be recognized as the current gain/loss. Except the aforesaid conditions, the deferred income tax asset recognized in connection with the enterprise consolidation is recorded in the current gain/loss. 6. Preparation of Consolidated Financial Statements (1) Method for Preparation of Consolidated Financial Statements A. Determination of the Consolidation Range of Financial Statements The consolidation range of consolidated financial statements is determined with control as the base. Control refers to that the Company is able to decide the financial and operating policy of the investee, the power against which the Company is able to obtain interest from the operation activities of the investee. Consolidation range includes the Company and all the subsidiaries. A subsidiary refers to an enterprise or entity under the Companys control. B. Method for Preparation of Consolidated Financial Statements The Group consolidates the subsidiaries commencing from the date when the subsidiaries net assets and production and operating decision making power are actually under the Companys control. The consolidation shall stop commencing from the date when the actual control authority is lost. For a subsidiary to be disposed, the operation result and cash flow prior to the day of disposal have been properly included in the consolidated profit statement and consolidated cash flow statement; for a subsidiary to be disposed in the current period, the consolidated balance sheet at the beginning of the period is not adjusted. For the subsidiaries increased through consolidation of the enterprises not under the same control, the operating results and cash flow after the purchase date have been properly included in the consolidated profit statement and consolidated statement of cash flow while the amount at the beginning of the period and comparative amount in the consolidated financial statements shall not be adjusted. For the subsidiaries increased through consolidation of the enterprises under the same control, the operating results and cash flow from the very period of consolidation to the consolidation date have been properly included in the consolidated profit statement and consolidated statement of cash flow; moreover, comparative amount in the consolidated financial statements shall be adjusted at the same time. In process of preparation of consolidated statements, in case the accounting policy or fiscal term adopted by the subsidiaries and the Company are not identical, in preparation of the consolidated financial statements, consolidation is made after necessary adjustment of the subsidiaries financial statements in terms of the Companys accounting policy or fiscal term. For the subsidiaries acquired through consolidation of enterprises not under the same control, the financial statements are adjusted with the fair value of recognizable net assets on the date of purchase as the base. 82 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text All the material current account balance, transactions and unrealized profit within the Group are offset at the time of preparation of the consolidated financial statements. The part in the subsidiaries shareholders equity and the net current gain and loss which do not belong to the part held by the Company are taken as minority equity and minority gain and loss and are respectively listed under the shareholders equity and net profit separately in the consolidated financial statement. The part of the current net gain and loss of a subsidiary belonging to minority shareholders equity is presented as “minority shareholders gain and loss” under the item of net profit in the consolidated profit statement. In case the loss of a subsidiary shared by the minority shareholders has exceeded the share of the owners equity of the subsidiary enjoyable by the minority shareholders at the beginning of the period, the minority shareholders equity shall be written-down. When the control power over an existing subsidiary has lost due to disposal of the investment in partial equity or due to other reasone, the remaining equity shall be remeasured with reference to the fair value as at the date when the control power got lost. The balance of the sum of the consideration obtained from disposal of the equity and the fair value of the remaining equity less the portion of the net assets enjoyable in the original subsidiary continuously calculated commencing from the date of purchase worked out based on the original shareholding proportion is counted to the return on investment of the very period when the control power was lost. The other comprehensive income in connection with the investment in the equity of the original subsidiary was altogether transferred to the return on the investment in the very period when the control power was lost. (2) The accounting treatment method for the event that the equity in the same subsidiary was bought in and then sold out or sold out and then bought in again in two successive fiscal years should be disclosed. Inapplicable 7. Recognition of Cash and Cash Equivalent The Groups cash and cash equivalents include cash on hand, deposits which may be used for payment at any time and investment held by the Group with short term (usually due within three months commencing from the date of purchase), high liquidity, easy to be turned into cash with given amount and very small risk of change in value. 8. Transactions in Foreign Currency and Foreign Currency Translation (1) Transactions in Foreign Currency Translation of Foreign Currency In initial recognition of translation in foreign currency when incurs, the translation into amount in recording currency based on the spot rate (which usually refers to the average of the foreign exchange rate published by the Peoples Bank of China on the very day of incurrence); however, the foreign currency exchange business or transaction involved foreign currency exchange incurred in the Company is converted into amount in recording currency according to the exchange rate actually adopted. Translation of monetary items in foreign currency and non-monetary items in foreign currency 83 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text On the balance sheet day, for the monetary items in foreign currency, the spot rate on the balance sheet day is used for translation; the exchange difference arising therefrom shall all counted to the current gain/loss. The foreign currency based non-monetary items measured based on the historical cost is measured still based on the function currency translated based on the spot exchange rate as of the date of incurrence of the transaction. For the foreign exchange based non-monetary items measured based on the fair value, translation is made based on the spot exchange rate as of the date of determination based on the fair value; the discrepancy between the function currency amount for bookkeeping after translation and the original function currency for bookkeeping is counted to the current gain and loss and is treated as the change of fair value (including exchange rate change), or recognized as other comprehensive income and counted to the capital reserve. (2) Translation for Financial Statements in Foreign Currency In case the preparation of the consolidated financial statements involves overseas operation, if there is the monetary item in foreign currency which substantially composes net investment for overseas operation, the exchange difference arising from the change of exchange rate shall be stated in the item of “the translation differene in foreign currency statement” of the owners equity; in handling the overseas operation, the exchange difference is counted to the current gain and loss. The financial statements in foreign currency for operation outside Mainland China are translated into statements in Renminbi after conversion according to the following methods: all the asset and liability items in the balance sheet are translated based on the spot rate on the balance sheet day; for the owners equity type items, except the item of “retained earnings”, the other items are translated based on the spot exchange rate at the time of incurrence.The income and expense items in the statement of profit are translated based on the current average exchange rate on the date of transaction. The retained earnings at year beginning is the retained profit of the previous year end after translation. The retained profit at year end is calculated and stated based on the items of the profit distribution after translation. The difference between the asset items and liability items and the total of the owners equity items after translation is recognized as other comprehensive income and separately stated under the item of shareholders equity as the translation discrepancy of statements in foreign currency. In disposal of operation outside Mainland China with the control power lost, the difference from translation of statements in foreign currency stated under the item of owners equity in the balance sheet and in connection with foreign operation is, all or based on the proportion of operation outside mainland China as disposed, charged to the disposal of current gain and loss. Foreign currency cash flow and cash flow of overseas subsidiaries are translated based on the current average exchange rate as at the date when the cash flow incurs. The amount affected by the change of exchange rate upon cash is used as the adjustment item and is separately presented in the cash flow statement. The amount at year beginning and actual amount of the previous year are stated based on the amount of the financial statements of the previous year after translation. 84 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 9. Financial instruments (1) Classification of Financial Instruments Financial assets are classified into the following categories at the time of initial recognition: financial asset measured based on the fair value and whose change is recorded in the current gain and loss, held-to-maturity investment, loan, accounts receivable and available for sale asset. Financial asset is measured based on the fair value at initial recognition. For the financial asset which is measured based on the fair value and the change is charged to the current gain and loss, the relevant transaction expenses are directly charged to the current gain and loss; for other types of financial asset, the relevant transaction expenses are charged to the initially recognized amount. The Groups financial assets are mainly the accounts receivable. Financial liabilities are classified into financial liabilities and other financial liabilities which are measured based on the fair value at the time of initial recognition and whose change is charged to the current gain and loss. Financial liabilities are measured based on the fair value at initial recognition. For the financial liabilities which are measured based on the fair value and the change is charged to the current gain and loss, the relevant transaction expenses are directly charged to the current gain and loss; for other types of financial liabilities, the relevant transaction expenses are charged to the initially recognized amount. The financial liabilities of the Group are mainly the other financial liabilities and financial guarantee contract. (2) Basis for Recognition of Financial Instruments and Measurement Method The Groups financial assets are mainly the accounts receivable. Accounts receivable refer to the non-derivative financial assets without quotation in the active market and the recoverable amount fixed or determinable. The financial assets classified as the account receivable by the Group include the account receivable and other receivables, etc. Actual interest rate is used for accounts receivable; the follow-up measurement is made based on the amortized costs; the dividend or loss arising from the termination recognition, impairment occurrence or amortization are charged to the current gain and loss. The financial liabilities of the Group are mainly the other financial liabilities and financial guarantee contract. ① Other financial liabilities Other financial liabilities undergo follow-up measurement based on the amortized cost by means of actual interest rate method; the gain or loss arising from the termination of recognition or amortization, is charged to the current gain and loss. ② Financial guarantee contract For a financial guarantee contact of financial liability which is not specified for measurement based on the fair value and its change being charged to the current gain and loss, the initial recognition is made based on the fair value; after the initial recognition, the follow-up measurement shall be made for the higher of the amount and the 85 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text initially recognized amount determined according to the Accounting Standards for Enterprises No. 13 – Contingencies less the balance of the accumulated amortized amount as determined according to the Accounting Standards for Enterprises No. 14 – Income. (3) Basis for Recognition of Transfer of Financial Assets and Measurement Method When a financial asset satisfies one of the following conditions, it is eventually recognized: ①The contract right for receiving the cash flow of the financial assets is terminated; ② the financial asset has been transferred while almost all the risks and remuneration in connection with the ownership of the financial asset has been transferred to the party of transfer in; ③ the financial assets have been transferred although the enterprise has neither transferred nor retained almost all the risks and remuneration to the ownership of financial assets but the control over the financial asset has been given up. In case the enterprise has neither transferred nor retained all the risks and rewards involved in the ownership of the financial assets but has not given up the control over the financial assets, the concerned financial assets can continue to be recognized based on the level of the financial assets transferred and the relevant liabilities shall be recognized correspondingly. The level of the involved financial assets transferred refers to the level of risks the enterprise is confronted with in change of the financial asset. In case the overall transfer of the financial assets can satisfy the conditions of termination of recognition, the balance between the book value of the financial assets as transferred, the consideration received due to the transfer and the sum of the accumulative amount of change of the fair value recorded in other comprehensive income is recordd in the current gain and loss. If partial transfer of financial assets can satisfy the conditions for termination of recognition, the book value of the financial assets transferred is apportioned based on its relevant fair value between the part with recognition terminated and the part with recognition not terminated; and the difference between the sum of the consideration received due to the transfer and the accumulative amount involved in change of the fair value of the part with recognition terminated which should be recorded in the other comprehensive income and the aforesaid book amount as apportioned is recorded in the current gain and loss. (4) Termination of Recognition of Financial Liabilities The present obligations of financial liabilities have been entirely or partially been eliminated before termination of recognition of such financial liabilities or part of them. An agreement is concludd between the Group (the debtor) and the creditor, the existing financial liabilities are replaced by means of undertaking the new financial liabilities while the contract articles concerning the new financial liabilities and the existing financial liabilities are substantially different, the recognition of the existing financial liabilities are terminated and at the same time the new financial liabilities are recognized. In case recognition of financial liabilities is entirely or partially terminated, the difference between the book value of the part with recognition terminated and the consideration paid (including the non-cash assets transferred out or the new financial liabilities as undertaken) is recorded in the current gain and loss. 86 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (5) Method for Recognition of the Fair Value of Financial Assets and Financial Liabilities Method for Recognition of the Fair Value of Financial Assets and Financial Liabilities Fair value refers to the amount involved in the assets exchange or settlement of obligation conducted between the two parties of transaction on volunteer basis in a fair transaction. When there exists active market for financial instruments, the Group determines the fair value with the quotation in the active market. Quotation in the active market refers to the price easily and regularly accessable to the exchange, broker, guild, price service agent, etc. and represents the transaction price actually incurred in the market in fair transaction. In case the financial instruments do not exist in the active market, the Group uses the value estimation technique to determine its fair value. The value estimation technique includes the price used in the latest market transaction conducted by the parties familiar with the situation on volunteer basis with reference to the current fair value of substantially the same other financial instruments, the cash flow discount method and option pricing model, etc. (6) Provision for impairment of financial assets (including accounts receivable) The Group inspects the book value of financial assets on the balance sheet date and makes provision for impairment when there is objective evidence showing that impairment incurs in the financial asset. (7) In case any undue held-to-maturity investment is reclassified as available-for-sale asset, specify the intention of holding or the basis of the ability change taken place Inapplicable 10. Recognition of Provision for Bad Debts of Accounts Receivable and Way of Provision Accounts receivable consist of payment receivable and other receivables, etc. The Group checks the book value of accounts receivable on the balance sheet day and provides reserve for impairment in case there exist following objective evidences showing that accounts receivable have experienced impairment: ① A debtor is involved in serious financial difficulty; ② The debtor breaches the contract, such as breaching contract in payment of interest or the principal or delaying the payment, etc.; ③ Debtor may get bankrupt or conduct other financial reorganization; ④ Other objective basis shows impairment incurred in the account receivable. (1) Bad debt reserves for accounts receivable with insignificant single amount The Group classifies an account receivable with single amount exceeding CNY 800,000.00 and other Criteria for basis or amount for judging significant single receivable with single amount exceeding CNY amount 500,000.00 as account receivable with significant single amount. The Group tests impairment of individual accounts receivable with significant single amount, separately Method for provision of reserve for bad debt with significant tests the financial assets without impairment incurred, single amount on individual basis. including the impairment test of the portfolio of the financial asset with similar credit risk characteristics. The accounts receivable in which loss from 87 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text impairment has been recognized in the individual test shall no longer undergo impairment test in the portfolio of the accounts receivable with similar credit risk characteristics. (2) Accounts receivable for which reserve for bad debt is provided based on grouping Method of provision of Grouping Description bad debt reserve based Basis for determining grouping on grouping: Grouping based on the Age Analysis Length of the accounting age accounting age The Company does not provide bad debt reserve for the reserve due from the employees, payment due from the Grouping of the designated Other methods subsidiaries in the consolidation range and the sales accounts revenue from the last settlement day of the supermarket to the balance sheet day. In grouping, aging analysis method has been used for provision of bad debt reserve: Provision proportion of the Age Provision proportion of other receivables (%) accounts receivable (%) Within 1 year (including 1 5% 5% year) 1 to 2 years 10% 10% 2 to 3 years 30% 30% Over 3 years 50% 50% 3 to 4 years 50% 50% 4 to 5 years 50% 50% Over 5 years 50% 50% In grouping, balance percentage is used for provision of bad debt reserve: Inapplicable In grouping, other method is used for provision of bad debt reserve: Method Description Grouping Description The Group does not provide bad debt reserve for the reserve receivable from employees, due from subsidiaries which should be included in the consolidation range, the sales revenue from the last Grouping of the designated accounts settlement day of the supermarket to the balance sheet day in the current year because such accounts are highly recoverable and are quite impossible to turn into bad debt based on past experience. 88 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (3) Accounts receivable with insignificant single amount and provision of bad debt reserve on individual basis Reason of providing bad debt reserve on individual basis: For the accounts receivable with insignificant single amount but having the following characteristics, the Group makes separate impairment test. In case there is objective evidence showing that impairment has taken place; the accounts receivable in which there exists evident indication showing that a debtor may possibly be unable to implement the obligation of repayment. Provision of bad debt reserve: In case there is objective evidence showing that impairment has taken place, according to the bala nce of the present value of future cash flow lower than the book value, loss from impairment is recognized and the reserve for bad debt is provided, including the account receivable involved with dispute with the other party or lawsuit or arbitration. 11. Inventories: (1) Classification of Inventories Inventories include raw materials, products-in-process, commodity stocks, etc. (2) Pricing of Inventories Delivered Inventories are priced based on the actual costs at the time of acquisition. Costs of inventories include purchase cost, processing cost and other costs. Inventories are priced respectively according to the weighted average (for FIYTA watch stocks), specific identification (for famous brand watch stocks) and first in first out (for raw materials for FIYTA watches) at the time of procurement and delivery. (3) Basis for determination of the net realizable value of inventories and the method for provision of the reserve for price falling of inventories The net realizable value of the inventories refers to the amount of the estimated sales prices of inventories less the estimated costs up to the completion, the estimated sales costs and relevant taxes in daily activities. In determining the realizable net value of inventories, with the acquired concrete evidence as the base, the purpose of holding the inventories and the influence from the events after the balance sheet day are taken into consideration at the same time. Including: ① For the inventories directly for sale, including the finished products and the materials for sale, in process of normal production and operation, the realizable net value is the amount of the estimated sales price of the inventories less the estimated sales costs and the relevant taxes; ② For the material inventories necessary to be processed, the realizable net value is the amount of the estimated 89 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text sales price of the finished products produced in process of normal production and operation less the costs predicted to incur at the time of finishing the work, the estimated sales expenses and the relevant taxes. The Company provides reserve for price falling of the inventories classified based on the models of self-made FIYTA watch inventories. For the famous brand watches in distribution, reserve for price falling of inventories is provided based on the individual items. For the raw materials for FIYTA watches, based on the terminal sales status of FIYTA finished watches, reserve for price falling of inventories is provided with interchangeability of spares and parts and specialized classification of applications of materials taken into consideration. The inventories are measured at the lower of cost and net realizable value on the balance sheet day. Reserve for price falling of inventories is provided when the net realizable value is lower than the cost. After reserve for price falling of inventories is provided, if the factors influencing the price falling of the inventories have disappeared, which causes the realizable net value of the inventories to be higher than their book value, the reserve for price falling of the inventories provided previously is reversed, the amount reserved is recorded in the current gain and loss. (4) Stock-taking System The inventory system for the inventories is the perpetual inventory system. (5) Amortization of low value consumables and packing materials Low value consumables Amortization method: amortization in lump sum Packing materials Amortization method: amortization in lump sum 12. Long-term equity investment (1) Determination of initial investment cost For long term equity investment formed from enterprise consolidation, such as the long term equity investment obtained from consolidation of the enterprises under the same control, the share of the book value of the owners equity in the parties consolidated as obtained on the date of consolidation is taken as the initial investment cost. Through long term equity investment by means of consolidation of enterprises not under the same control, the enterprise consolidation costs include the sum of the assets paid by the purchaser, the liabilities incurred or undertaken, and the fair value of the eqity securities issued. The agency fees for audit, legal services, appraisal and consulting services, etc. incurred in consolidation of enterprises and other relevant administrative expenses 90 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text incurred to the purchaser should be recorded in the current gain and loss at the time of incurrence. The purchaser should count the trading expenses of equity securities or liability securities issued as the consolidation consideration to the amount of initial recognition of the equity securities or liability securities. The other equity investment except the long term equity investment formed from enterprise consolidation is initially measured based on the costs; the cost is determined based on the cash payment actually paid by the Group, the fair value of the equity securities issued by the Group, value as specified in the investment contract or agreement, the fair value or the original book value of the assets surrendered in process of non-monetary asset exchange, its own fair value of the long term equity investment, etc. depending on the different ways of acquiring the long term equity investment. Investment costs include the expenses, taxes and other necessary expenditures directly connected with the acquisition of the long term equity investment. (2) Follow-up Measurement and Gain and Loss Recognition For a long term equity investment which does not have common control over or significant influence upon the investee and there is no quotation in the active market and the fair value cannot be reliably measured, the Company adopts the cost method for calculation. The long term investment which has common control over or significant influence upon the investee, the equity method is used for calculation. The long term equity investment which does not control or common control over or significant influence upon the investee while the fair value can be reliably measured can be used as the financial asset available for sale in calculation. In addition, for a long term equity investment in which the Company can exercise control over the investee, the Company adopts the cost method for accounting. ① Long term equity investment calculated based on the cost method In accounting based on the cost method, the long term eqity investment is priced based on the initial investment costs, except the amount actually paid at the time when the investment is acquired, or the cash dividend or profit already announced but not yet distributed involved in the consideration, the current return on investment is recognized based on the amount of the cash dividend or profit announced for distribution by the investee enjoyable by the Company as investor. ② Long term equity investment calculated based on the equity method When the equity method is used for calculation, in case the initial investment cost of the long term equity investment is greater than the fair value of the recognizable net asset of the investee enjoyable, the initial investment cost of the long term equity investment shall not be adjusted; When the initial investment cost is less than the investment, in case the fair value share of the recognizable net asset of the investee is enjoyable, its difference is charged to the current gain and loss and at the same time the cost of the long term equity is adjusted. If the equity method is used for calculation, the current investment gain/loss is the share of the net gain/loss realized in the very year by the investee enjoyable or shareable. In confirming the share of the net gain and loss enjoyable in the investee, the Group takes the fair value of various recognizable assets of the investee at the time of obtaining the investment, and recognizes it after adjustment of the net profit of investee according to the accounting policy of the Group and during the fiscal period. The part of the inside transaction gain and loss unrealized between the Group, the associates and joint ventures attributable to the Group is calculated based on 91 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text the shareholding proportion and is offset and the investment gain and loss are recognized on this basis. However, the inside transaction loss unrealized incurred to the Group and the investee shall not be offset if it belongs to the loss from impairment of the assets as assigned according to the Enterprise Accounting Standards No. 8 – Impairment of Assets. For other comprehensive income of the investeess, the book value of the long term equity investment is adjusted correspondingly and is recognized as other comprehensive income and recorded in the capital reserve. In recognizing the net loss shareable incurred to the investee, the book value of the long term equity investment and the other long term equity which substantially composes the net investment in the investee is reduced to zero as the maximum. In addition, if the Group has the obligation for assuming extra loss incurred to the investee, the predicted liability is recognized based on the predicted obligation to be assumed and is charged to the current investment loss. In case of the net profit realized by the investee in the afterwards period, the Group shall restore the recognition of the share of profit enjoyable after the amount enjoyable has made up for the unrecognized loss. ③ Acquisition of the minority equity In preparation of the consolidated financial statements, the difference between the long term equity investment newly increased by purchase of minority equity and the enjoyable share of a subsidiarys net assets continuously calculated commencing from the date of purchase (or date of consolidation) based on the newly increased shareholding proportion is used to adjust the capital reserve; in case the capital reserve is not enough for writing-down, the retained earnings is adjusted. ④ Disposal of long-term equity investment In a consolidated financial statement, the parent company has partially disposed the long term equity investment in its subsidiary without loosing its control power, the difference between the disposal income of the amount enjoyable in the subsidiarys net assets corresponding to the long term equity investment disposed is counted to the owners equity. In case that the parent company has partially disposed the long term equity investment in its subsidiary has caused the parent company to have lost the control power over the subsidiary, it should be treated according to the accounting policy as specified in the “method for preparation of consolidated financial statements”. If a long term equity investment is disposed under other situation, for the equity disposed, the difference between its book value and the consideration actually obtained is counted to the current gains and losses. For the long term equity investment calculated based on the equity method, the other comprehensive income part which was originally counted to the owners equity is transferred to te current gains and losses according to the corresponding proportion. The remaining equity is recognized as long term equity investment or other relevant financial assets based on its book value and measured afterwards according to te aforesaid accounting policy concerning long term equity investment or financial assets. In case the remaining equity is calculated based the equity method instead of the cost method, retroactive adjustment is made according to the relevant provisions. 92 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (3) The investee has the basis of joint control and significant influence Control refers to the authority to decide the financial and operating policy of an enterprise according to which profit may be achieved from the enterprises operating activities. Joint control refers to common control over some economic activities according to the contract. Such control only exists when the investors unanimously approve the important finance in connection with such economic activity and control power necessary to be shared in operation decision-making. Significant influence is determined when the investor has the power in participating in decision making on the investees financial and operation policies but cannot control or jointly control with other party such decision making. In determining if to implement control over or exert significant influence upon an investee, the potential voting elements, such as the current convertible debentures in the investee held by the investor and other parties, the warranty available for implementation in the current period, can be taken into consideration. (4) Method for impairment testing and provision of reserve for impairment On every balane sheet day, the Group checks the long term equity investment and makes sure if there possibly exist any sign of impairment. In case there exists impairment in such assets, their recoverable amount is estimated. In case the recoverable amount of the asset is lower than its book value, provision for impairment of the asset is made based on its difference and is recorded in the current gain and loss. Loss from impairment of long term equity investment which once is confirmed shall not be reversed in the afterwards fiscal periods. 13. Investment based real estate Investment based real estate refers to the real estate held for the purpose of earning rental or added value of the capital or both. It includes the housing, building, etc. already leased. Investment based real estate is initially measured based on the cost. The follow-expenses in connection with the investment based real estate are recorded in the investment based real estate costs in case the relevant economic benefit may flow into the Company while the costs can be reliably measured. Other follow-up expenses are recorded in the current gain and loss at the time of incurrence. The Group adopts the cost model to make follow-up measurement of the investment based real estate and makes depreciation or amortization according to the policy of coincidence with housing and building or land use right. When the application of the investment based real estate is for self-use, the investment based real estate is transferred to fixed asset or intangible asset commencing from the date of change. When the application of the self-use real estate is changed into earning rental or increase of capital value, commencing from the date of change, the fixed asset or intangible asset are transferred into investment based real estate. When conversion takes place, for the investment based real estate measured by means of the cost module instead, the book value before conversion shall be taken as the entry value after the conversion; for the investment based real estate measured by means of fair value instead, the fair value as at the conversion date shall be taken as the entry value after conversion. When the investment based real estate is disposed or permanently withdrawn from use and it is predicted that it is 93 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text unable to earn economic benefit, the recognition of the investment based real estate is terminated. The income from disposal of investment based real estate, including sale, assignment, discarding or damage, is charged to the current gain and loss after deduction of the book value and the relevant taxes. 14. Fixed assets (1) Conditions for Recognition of Fixed Assets Fixed assets refer to intangible assets held for the purpose of producing commodities, supplying labor, lease or operation and management with service life exceeding over one fiscal year. (2) Basis for recognition of the fixed assets under financing lease and the pricing method Inapplicable (3) Depreciation of different fixed assets Fixed assets are initially measured based on the costs with the influence from the predicted discarding expenses taken into consideration. Commencing from the next month after a fixed asset has reached the predicted usable status, the average service life method is used to provide depreciation within the service life. Depreciation Life Categories Residual ratio (%) Annual depreciation rate (%) (years) Housing and buildings 20-35 5 2.7-4.8 Machines & equipment 10 5-10 9-9.5 Electronic equipment 5 5 19 Motor vehicle 5 5 19 Other equipment 5 5 19 Fixed assets under financing -- -- -- lease: Including: housing and buildings Machines & equipment Electronic equipment Motor vehicle Other equipment (4) Method for testing the impairment of fixed assets and provision of impairment reserve For the non-current and non-financial assets, including fixed assets, construction-in-process, intangible assets with limited service life, investment based real estate measured based on the cost method, the long term equity investment in the subsidiaries, joint venture, associated enterprises, etc., the Group judges if there exists any sign of impairment on the balance sheet day. If there exists the sign of impairment, the recoverable amount is 94 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text estimated and impairment test is conducted. For the intangible assets with the goodwill and service undetermined and the intangible assets which have not yet reached the serviceable status, regardless whether there exists any sign of impairment, impairment test is conducted every year. In case impairment test result shows that the recoverable amount of asset is lower than the book value, provision for impairment is made based on the difference and is regarded in the loss for impairment. The recoverable amount is the higher of the net amount of the fair value of the assets less the disposal expenses and the present value of the predicted future cash flow. The fair value of assets is determined based on the sales agreement price in fair transaction; in case there is no sales agreement but does exist active market of asset, the fair value is determined according to the buyers offer of the asset; in case there exists neither sales agreement nor active market of asset, the fair value of assets is estimated based on the best information obtainable. The disposal expenses include legal expenses, relevant taxes, handling fee and direct expenses incurred before the asset reaches the sellable status in connection with disposal of the assets. The present value the predicted future cash flow of assets: according to the predicted future cash flow created in process of continuous application and final disposal, choose the proper discount rate to determine the amount after discount. Provision for impairment of asset is calculated and recognized based on the individual asset. In case it is difficult to make estimation of the recoverable amount of individual asset, the recoverable amount of asset group is determined based on the asset group which the asset belongs to. The asset group is the minimum grouping of assets which can independently produce cash flow in. For the goodwill separately presented in the financial statements, in process of impairment testing, the book value of the goodwill is apportioned to the asset group or asset group grouping which is predicted to beneft from the cooperativity of the enterprise consolidation. If the testing result shows that the recoverable amount of the asset group or asset group grouping containing apportioned goodwill is lower than its book value, the corresponding impairment loss is recognized. The amount of the impairment loss is first used to offset the book value of the goodwill apportioned to the asset group or asset group grouping; then offset the book value of other assets according to the proportion according to the proportion taken by the book value of various assets other than the goodwill in the asset group or asset group grouping. The loss from impairment shall not reverse the part whose value may be recovered in future once the impairment of the aforesaid assets is recognized. (5) Other Notes The follow-up expenses in connection with fixed assets are recorded in the costs of fixed assets if the economic benefit in connection with the fixed assets can highly probably flow into while the costs can be reliably measured and the book value of the part replaced is terminated for recognition. Other follow-up expenses are recorded in the current gain and loss at the time of incurrence. The income from disposal of fixed assets, including sale, assignment, discarding or damage, is recorded in the current gain and loss after deduction of the book value and the relevant taxes. The Group rechecks the service life, predicted net residual value and depreciation method of fixed assets at least at the end of a year; in case any change takes place, it is taken as change in accounting estimation. 95 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 15. Construction-in-process (1) Categories of construction-in-process The cost of construction-in-process is determined based on the actual expenditures of the project, including various engineering expenses incurred during the construction period and other relevant expenses, etc. (2) Criteria and time point for carry-over of the construction-in-process into fixed asset The construction-in-process is carried over to fixed asset when the works reaches the predicted applicable status. (3) Impairment testing of construction-in-process and provision of the impairment reserve For the non-current non-financial assets, including fixed assets, construction-in-process, intangible assets with limited service life, investment based real estate measured based on the cost model, long term equity investment in subsidiaries, joint ventures and associates, etc., the Group makes judgment on whether there exists sign of impairment on the balance sheet day. If there does exist sign of impairment, the recoverable amount is estimated and the impairment test is conducted. For the goodwill, intangible assets with indefinite service life, the intangible assets which have not yet reached the serviceable status, regardless whether there exists any sign of impairment, impairment test is conducted every year. In case impairment test result shows that the recoverable amount of asset is lower than the book value, provision for impairment is made based on the difference and is regarded in the loss for impairment. The recoverable amount is the higher of the net amount of the fair value of the assets less the disposal expenses and the present value of the predicted future cash flow. The fair value of assets is determined based on the price in the sales agreement in fair trade. in case there is no sales agreement but does exist active market of asset, the fair value is determined according to the buyers offer of the asset; in case there exists neither sales agreement nor active market of asset, the fair value of assets is estimated based on the best information obtainable. The disposal expenses include legal expenses, relevant taxes, handling fee and direct expenses incurred before the asset reaches the sellable status in connection with disposal of the assets. The present value the predicted future cash flow of assets: according to the predicted future cash flow created in process of continuous application and final disposal, choose the proper discount rate to determine the amount after discount. Provision for impairment of asset is calculated and recognized based on the individual asset. In case it is difficult to make estimation of the recoverable amount of individual asset, the recoverable amount of asset group is determined based on the asset group which the asset belongs to. The asset group is the minimum grouping of assets which can independently produce cash flow in. For the goodwill separately presented in the financial statements, in process of impairment testing, the book value of the goodwill is apportioned to the asset group or asset group grouping which is predicted to beneft from the cooperativity of the enterprise consolidation. For the goodwill separately presented in the financial statements, in process of impairment testing, the book value of the goodwill is apportioned to the asset group or asset group grouping which is predicted to beneft from the cooperativity of the enterprise consolidation. If the testing result shows that the recoverable amount of the asset group or asset group grouping containing apportioned goodwill is lower than its book value, the corresponding impairment loss is recognized. The amount of the impairment loss is first used to offset the book value of the goodwill apportioned to the asset group or asset group grouping; then 96 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text offset the book value of other assets according to the proportion according to the proportion taken by the book value of various assets other than the goodwill in the asset group or asset group grouping. The loss from impairment shall not reverse the part whose value may be recovered in future once the impairment of the aforesaid assets is recognized. 16. Loan expenses (1) Recognition of the capitalized loan cost Loan expenses include the interest and additional expenses incurred by loans, and the exchange difference incurred by foreign exchange loan. (2) Duration of loan cost capitalization For the loan expenses for purchase and construction or production of an asset directly attributable to that in compliance with the capitalization conditions, capitalization starts when the asset expenses have incurred, borrowing expenses have incurred, the purchase or production activity necessary for the asset to reach the predicted usable or sellable status. (3) Suspension of Capitalization When the assets to be purchased/constructed or produced in compliance with capitalization conditions have reached the predicted application status or status for sale, the borrowing costs stop being capitalized. The remaining borrowing expenses are recognized in the very period of incurrence. (4) Calculation of the Amount Involved in Capitalization of Borrowing Costs Inapplicable 17. Biological Assets Inapplicable 18. Oil and gas asset Inapplicable 19. Intangible assets (1) Pricing Method for Intangible Assets Intangible asset refers to a non-monetary asset held or controlled by the Group with no physical form recognizable. 97 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Intangible assets are initially measured based on the cost. Expenses in connection with intangible assets is recorded in the intangible asset cost if the relevant economic benefit may possibly flow into the Group and its costs may be reliably measured. Other expenditures are recorded in the current gain and loss at the time of incurrence. Land use right as acquired is usually taken as intangible asset for accounting. For the buildings, such as plant developed and constructed by the Company itself, the expenses for the relevant land use right and construction costs of the building are calculated respectively as intangible asset and fixed asset. In case of outsourced housing and building, the concerned costs shall be distributed between the land use right and building. If it is difficult to make reasonable distribution, all shall be taken as fixed asset. (2) Estimation of the service life of intangible assets with limited service life The intangible assets with limited service life are amortized in average by stages by means of the straight line method within the predicted service life commencing from the time of availability for application with the original value less the predicted net residual value and the accumulated amount of the reserve for impairment already provided. At the end of a year, the service life of an intangible asset with limited service life and the amortization method are rechecked. In case change takes place, it shall be handled as the change of accounting estimate. (3) Basis for judgment of intangible assets with indefinite service life An intangible asset with indefinite service life is not amortized. The service life of and intangible asset with indefinite service life is rechecked. If there is evidence showing that the duration of the economic benefit brought about by the intangible asset for the enterprise is foreseeable, the estimated service life is amortized according to the amortization policy of intangible assets with limited service life. (4) Provision of reserve for impairment of intangible assets For the non-current non-financial assets, including fixed assets, construction-in-process, intangible assets with limited service life, investment based real estate measured based on the cost model, long term equity investment in subsidiaries, joint ventures and associates, etc., the Group makes judgment on whether there exists sign of impairment on the balance sheet day. If there does exist sign of impairment, the recoverable amount is estimated and the impairment test is conducted. For the goodwill, intangible assets with indefinite service life, the intangible assets which have not yet reached the serviceable status, regardless whether there exists any sign of impairment, impairment test is conducted every year. In case impairment test result shows that the recoverable amount of asset is lower than the book value, provision for impairment is made based on the difference and is regarded in the loss for impairment. The recoverable amount is the higher of the net amount of the fair value of the assets less the disposal expenses and the present value of the predicted future cash flow. The fair value of assets is determined based on the sales agreement price in fair transaction; in case there is no sales agreement but does exist active market of asset, the fair value is determined according to the buyers offer of the asset; in case there exists neither sales agreement nor active market of asset, the fair value of assets is estimated based on the best information obtainable. The disposal expenses include legal expenses, relevant taxes, handling fee and direct expenses incurred before the asset reaches the sellable status in connection with disposal of the assets. The present value the predicted future cash 98 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text flow of assets: according to the predicted future cash flow created in process of continuous application and final disposal, choose the proper discount rate to determine the amount after discount. Provision for impairment of asset is calculated and recognized based on the individual asset. In case it is difficult to make estimation of the recoverable amount of individual asset, the recoverable amount of asset group is determined based on the asset group which the asset belongs to. The asset group is the minimum grouping of assets which can independently produce cash flow in. For the goodwill separately presented in the financial statements, in process of impairment testing, the book value of the goodwill is apportioned to the asset group or asset group grouping which is predicted to beneft from the cooperativity of the enterprise consolidation. If the testing result shows that the recoverable amount of the asset group or asset group grouping containing apportioned goodwill is lower than its book value, the corresponding impairment loss is recognized. The amount of the impairment loss is first used to offset the book value of the goodwill apportioned to the asset group or asset group grouping; then offset the book value of other assets according to the proportion according to the proportion taken by the book value of various assets other than the goodwill in the asset group or asset group grouping. The loss from impairment shall not reverse the part whose value may be recovered in future once the impairment of the aforesaid assets is recognized. (5) Specific criteria for division between the research stage and development stage of the Company’s internal R & D projects Expenditures for the Groups internal research and development projects are divided into the expenditure of the research stage and that for the development stage. The expenses at the development stage which can satisfy the following conditions at the same time are recognized as intangible asset and that which cannot satisfy the following conditions are recorded in the current gain and loss at the development stage. ① It is technically feasible to finish such intangible assets so as to make it useable or sellable; ② there is intention for fulfilling that intangible assets and application or sales; ③ The ways of intangible assets to produce economic benefit, including being able to prove that there exists market for the products produced by using such intangible assets or there exists market for intangible asset itself; in case intangible asset shall be used internally, it can be proved useful. ④ There is sufficient support in terms of technology, financial resource and other resources so as to fulfill the development of intangible asset and have the ability to use or sell such intangible assets; ⑤ Expenses attributable to the development stage of such intangible assets can be reliably measured. In case it is impossible to distinguish the expenses at the research stage from that at the development stage, the R 99 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text & D expenses incurred shall all be recorded in the current gain and loss. (6) Calculation of expenses for internal R & D projects Expenses for the research stage is recorded in the current gain and loss at the time of incurrence. 20. Long-term expenses to be apportioned Long-term expenses to be apportioned refer to various expenses that have already incurred and shall be borne in the current and future periods with the amortization term of over 1 year (with 1 year exclusive). Long term expenses to be apportioned are amortized based on the straight line method during the predicted beneficial period and the amortization term is usually 2 – 5 years. 21. Assignment of the assets with buy-back conditions Inapplicable 22. Predicted liabilities (1) Criteria for recognizing the estimated liabilities Predicted liabilities shall be recognized when the obligation in connection with the contingent events complies with the following conditions: A. such an obligation is a current one the Company should assume; B. Implementation of such obligation may possibly cause flow-out of economic benefit ; C. The amount involved in such obligation can be reliably measured. (2) Method for measuring the predicted liabilities On the balance sheet day, with consideration of the risks in connection with the contingent matters, uncertainty, time value of currency, etc., the predicted liabilities are measured according to the best estimated amount payable in implementation of the present obligations. In case the determined liabilities payable should completely or partially be compensated by a third party, while the amount of compensation can be basically confirmed receivable, it should be individually recognized as assets. However, the amount of compensation as recognized should not exceed the par value of the liabilities as predicted. 23. Share payment and equity instrument (1) Categories of share payment Inapplicable 100 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (2) Method for determining the fair value of equity instrument Inapplicable (3) Basis for determining the best estimation of the executable equity instrument Inapplicable (4) Accounting process for implementation, amendment and termination of the share-based payment scheme Inapplicable 24. Repurchasing the Company’s shares Inapplicable 25. Revenues (1) Specific judgment criteria for the time of recognizing the revenue from sales of goods A. Sales of goods Sales income is recognized when the major risk and remuneration involved in the ownership of goods have been transferred to the buyer, with neither the successive management power general in connection with the ownership retained nor effective control over the goods already solve; the income amount may be reliably measured, the relevant economic benefit may flow into the enterprise; the relevant costs incurred or to incur can be reliably measured. B. Income from labor services The results of labor service transactions offered on the balance sheet date can be reliably estimated, the labor service income is recognized based on the percentage of the work completed. The completion progress of labor service transaction is determined based on the proportion of the labor service already provided in the total labor service volume. Reliable measurement of the result of the labor service transaction provided refers to that it can satisfy at the same time: ① the amount of the income can be reliably measured; ② the concerned economic benefit may highly possibly flow into the Company; ③ the completion of the transaction can be reliably determined; ④ the costs incurred or to incur can be reliably measured. In case the result of a labor service transaction cannot be reliably measured, the labor service income is recognized based on the labor cost which has incurred and is predicted to be compensable and the labor service cost already incurred is taken as the current expenses. The labor cost already incurred shall not be recognized as income if it is predicted to be impossible to be compensated. 101 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text C. Income from properties The amount of income from lease of properties is determined on the lease date as specified in the lease contract or agreement (rental-free period should be taken into consideration if there is rental-free period) and the amount of rental and the income from the properties leased is recognized when the concerned rental or the evidence of receipt has been received. (2) Basis for recognition of Income from use right of the assigned asset A. Royalty Income The income is recognized based on accrual basis according to the relevant contract or agreement. B. Interest income Interest income is determined according to the time the borrowers using the Groups monetary fund and the actual interest rate. (3) Basis and method for determining the contract completion progress when the income from labor services and income from construction contract based on percentage-of-completion method Inapplicable 26. Government subsidy (1) Types Government subsidy refers to monetary asset or non-monetary asst obtained from the government free of charge but does not include the capital invested by the government as the Companys owner. The government subsidy can be divided into the government subsidy in connection with asset and government subsidy in connection with income. (2) Accounting Process The governmental subsidy is measured based on the amount received or receivable if it is monetary asset. The government subsidy is measured based on the fair value if it is a non-monetary asset; when the fair value cannot be obtained, it is measured based on the nominated amount. The government subsidy measured based on the nominal amount is directly recorded in the current gain and loss. Asset related governmental subsidy is recognized as deferred income, is distributed in average over the service life of the related assets and recorded in the current gain and loss. The government subsidy in connection with income is recognized as deferred income if it is used for compensating the Companys relevant expenses or losses in the afterward term and is charged to the current gain and loss during the recognition of the relevant expenses; or directly charged to the current gain and loss if it is used for compensating the relevant expenses or losses already incurred in the Company. 102 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text When the recognized government subsidy needs to be returned, if there exists the relevant deferred income balance, the book balance of the deferred income should be written-down and the excessive part is recorded in the current gain and loss; if there exists no relevant deferred gain and loss, it is directly recorded in the current gain and loss. 27. Deferred income tax asset and deferred income tax liability (1) Basis for recognition of deferred income tax assets The Company measures the current income tax liability or asset formed in the current period or the previous period according to the predicted payable or reimbursed income tax amount calculated according to the tax law. The current income tax cost is calculated based on the amount of taxable income after adjustment of the pre-tax accounting profit in the report year according to the tax law. The difference between the book value of some asset and liability items and the tax base as well as the provisional discrepancy arising from the difference between the book value of the tax base items which has not been recognized as asset and liability but can be determined according to the tax law and the tax base are recognized as deferred income tax asset and deferred income tax liability by means of the balance sheet liability method. For the offsetable provisional difference in connection with the initial recognition of the asset or liability arising from the transaction which is neither enterprise consolidation nor may influence the accounting profit and taxable income amount (or can be used to offset loss), the pertinent deferred income tax asset shall not be recognized. In addition, for the offsetable provisional difference in connection with investment in subsidiary, associate and joint venture, if the provisional difference may not possibly be reservable in the foreseeable future or cannot be possibily obtained and used for offsetting the taxable income amount of the provisional difference in future, the pertinent deferred income tax asset shall not be recognized. Except the aforesaid exceptional case, the Group recognizes the deferred income tax asset arising from the other offsetable provisional difference within the limit of the taxable income amount which can be used to offset the offsetable provisional difference. For the offsetable loss and tax credit in the years after carry-forward, the pertinent deferred income tax asset is recognized within the limit of the future taxable income amount which may possibly be used for offsetting the offsetable loss and tax credit. On the balance sheet day, the book value of the deferred income tax asset is rechecked. In case it is highly impossible to get enough taxable income amount to offset the interest of the deferred income tax asset in the future period, the book value of the deferred income tax assets is deduced. When it is highly possible to get enough taxable income amount, the deducted amount is reversed. (2) Basis for recognition of deferred income tax liabilities For the provisional difference of payable taxes in connection with the initial recognition of goodwill and in connection with the initial recognition of assets or liabilities arising from the transactions which are neither enterprise consolidation and nor influence the accounting profit and taxable income amount (or can be used to offset loss) at the time of incurrence, the pertinent deferred income tax liability shall not be recognized. In addition, for the taxable provisional difference in connection with investment in subsidiaries, associates and joint ventures, if the Group can control the time of provisional difference reversal while such provisional difference may not be possibly reversed in the foreseeable future, the pertinent deferred income tax liability shall not be recognized either. Except the aforesaid exceptional case, the Group recognizes the deferred income tax liability arising from 103 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text the provisional difference of all other payable taxes. 28. Operating Lease and Financing Lease (1) Accounting process for operating lease The Group records the operational lease business as the tenant Rental payment of operational lease is recorded in the relevant asset cost or current gain and loss based on the straight line method over various fiscal periods within the lease term. The initial direct expense is recorded in the current gain and loss. Contingent rental is recorded in the current gain and loss when it actually incurs. The Group records the operating lease business as the lessor The rental income of the operational lease is recorded in the current gain and loss according to the straight line method in different periods within the lease term. The initial direct expense with bigger amount is capitalized at the time of incurrence and is recorded in the current gain and loss periodically according to the same base in recognizing the rental income during the lease term; other initial direct expense with smaller amount is recorded in the current gain and loss at the time of incurrence. Contingent rental is recorded in the current gain and loss when it actually incurs. (2) Accounting process for financing lease Financing lease is actually the lease in which all the risks and remuneration in connection with the ownership of the asset has been transferred and whose ownership may be either eventually transferred or possibly not transferred. Operating lease refers to the leases other than financing lease. The Groups leases refer to the operational lease. 29. Assets for sale held by the Company (1) Criteria for recognizing assets for sale held by the Company Inapplicable (2) Accounting process for assets for sale held by the Company Inapplicable 30. Asset securitization business Inapplicable 31. Hedging Accounting Inapplicable 104 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 32. Change in the Accounting Policy and Accounting Estimates Is there any change in the main accounting policy and accounting estimates in the reporting period? No (1) Change of accounting policy Is there any change in the main accounting policy in the reporting period? No (2) Change in the Accounting Estimate Is there any change in the main accounting estimates in the reporting period? No 33. Correction of previous accounting errors Have any previous accounting errors been found in the reporting period? No (1) Retrospective Restatement Have any previous accounting errors been found by means of retroactive restatement in the reporting period? No (2) Prospective Application Have any previous accounting errors been found by means of prospective application in the reporting period? No 34. Other Principal Accounting Policies, Accounting Estimates and Preparation of the Consolidated Financial Statements Inapplicable (V) Taxes 1. Main taxes and tax rates applicable to the Company Taxes Basis for taxation Tax rate The Company and its domestic Value-added tax subsidiaries are general VAT 17% payers and the taxable VAT is the 105 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text balance of the current output VAT less the offsetable input VAT. For the imported or self-made high-grade watches, the Company Consumption tax and its domestic subsidiaries pay 20% consumption tax based on 20% of the taxation base. The Company and its subsidiaries pay business tax for the housing Business tax rental income, income from offering 5% labor service and the income from use of the assigned assets. The Company and its subsidiaries in Shenzhen pay urban maintenance and construction tax at the rate of 1% of the turnover tax actually paid before December 31, 2010 and 7% of the turnover tax Urban maintenance and construction tax 7% actually paid commencing from December 31, 2010; and the subsidiaries outside Shenzhen pay urban maintenance and construction tax at the rate of 7% of the turnover tax Enterprise income tax Income tax rates applicable to various branch offices and factories The Company and its Subsidiaries Income tax rate of Income tax rate the reporting period of the previous year The Company 25% 24% Harmony 25% 24% Shenzhen FIYTA Sophisticated Timepieces Manufacture Co., Ltd. 25% 15% (Manufacture Co.) Shenzhen Harmony World Watches Center Co., Ltd. (World Watches 25% 24% Center) FIYTA Hong Kong Limited 16.5% 16.5% 68-Station Limited 16.5% 16.5% NATURE ART LTD 16.5% 16.5% PROTOP LTD 16.5% 16.5% World Watches International 16.5% 16.5% 106 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Shenzhen FIYTA Technology Co., Ltd. (FIYTA Technology) 25% 25% Shenzhen Xiangji Commercial & Trade Co., Ltd. (Trade Co.) 25% 25% Beijing Henglianda Timepiece Co., Ltd. (Henglianda) 25% 25% Kunming Lishan Department Store Co., Ltd. (Lishan Department Store) 25% 25% Harbin World Watches Distribution Co., Ltd. (Harbin Co.) 25% 25% Shenzhen CATIC Culture Communication Co., Ltd. (Culture Co.) 25% 25% Emile Chouriet (Shenzhen) Co., Ltd. (Emile Chouriet Shenzhen) 25% 25% FIYTA Sales Co., Ltd. (FIYTA Sales Co.) 25% 25% Liaoning Hengdarui Commercial & Trade Co., Ltd. (Hengdarui) 25% 25% The Swiss Company 30% 30% 2. Preferential Tax Policies and Approval Documents Inapplicable 3. Other Notes Inapplicable (VI) Enterprise Consolidation and Consolidated Financial Statements General note to enterprise consolidation and consolidated financial statements: 1. Subsidiaries 107 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (1) Subsidiaries Acquired through Establishment or Investment In CNY Balance of the owners equity of the parent company Amount in offsetting Balance of the the loss other items minority shared by which shareholde minority Full Name substantiall Shareholdi Are the Place of Actual Proportion Minority rs equity shareholde of Subsidiary Business Registered Business y ng statements Registratio Currency investment of voting shareholde used for rs in the Subsidiarie type type Capital Scope composes proportion consolidat n at year end power (%) rs equity offsetting reporting s net (%) ed (Y/N) minority period investment shareholde exceeding in the rs gain the share subsidiary and loss enjoyed in the owners equity at year beginning Shenzhen Equity-cont 600,000,00 Purchase 601,307,20 Shenzhen Commerce CNY 100% 100% Yes Harmony rolled 0.00 and sales 0.00 108 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text World of watches Watches and spares Center and parts, Co., Ltd. repairing service Producing various Shenzhen timepieces FIYTA and Sophisticat movement ed Equity-cont Manufactur 10,000,000 s, spares 10,000,000 Shenzhen CNY 100% 100% Yes Timepiece rolled e .00 and parts, .00 s sophisticat Manufactur ed e Co., Ltd. timepieces and repair service High grade clocks and watches, Shenzhen glasses, World ornaments, Equity-cont 2,800,000. 1,400,000. 14,000,000 Watches Shenzhen Commerce CNY gifts, general 50% 50% Yes rolled 00 00 .00 Center merchandise Co., Ltd. and handicrafts (excluding gold and 109 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text silver jewelry FIYTA Equity-contr 65,060,000 Trade and 65,060,000 Hong Kong Hong Kong Commerce HKD 100% 100% Yes olled .00 investment .00 Limited Sales of 68-Station Equity-cont 3,800,000. watches, 3,000,000. 12,262,000 Hong Kong Commerce HKD 60% 60% Yes Limited rolled 00 domestic 00 .00 trade Harbin Purchase World and sales Watches Equity-cont of Distribution rolled Harbin Commerce 500,000.00 CNY timepieces 500,000.00 100% 100% Yes Co., Ltd. and parts; (Harbin timepiece Co.) repairing Sales of timepieces Beijing , Henglianda Equity-cont 30,000,000 31,300,000 Beijing Commerce CNY accessorie 100% 100% Yes Timepiece rolled .00 .00 s and Co., Ltd. repairing service R&D, FIYTA production Technology Equity-cont Manufactur 10,000,000 and sales 10,000,000 Shenzhen CNY 100% 100% Yes Developme rolled e .00 of .00 nt Co., Ltd. timepieces , 110 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text production, machining, sales and technical developme nt of sophisticat ed parts. Sales of clocks and watches, Shenzhen gifts, Xiangji Equity-cont 5,000,000. relevant 5,000,000. Commerci Shenzhen Commerce CNY 100% 100% Yes rolled 00 information 00 al & Trade consulting Co., Ltd. and other domestic trade Shenzhen Cultural CATIC activity Culture Equity-cont Shenzhen Commerce 500,000.00 CNY planning, 500,000.00 100% 100% Yes Communic rolled advertising ation Co., services Ltd. Emile Wholesale, Chouriet Equity-cont 5,000,000. import and 5,000,000. Shenzhen Commerce CNY 100% 100% Yes (Shenzhen rolled 00 export of 00 ) Co., Ltd. watches, 111 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text watch spares and parts, jewelry, ornaments and the supplemen tary business; after-sale repairing service of watches. HARMON Y World Retail and Equity-cont 10,000,000 10,000,000 Watches Hong Kong Commerce HKD repairing 100% 100% Yes rolled .00 .00 Internation services al Limited Design, R & D, sales of various watches, FIYTA Equity-cont 50,000,000 timekeeping 50,000,000 Sales Co., Shenzhen Commerce CNY 100% 100% Yes rolled .00 instruments .00 Ltd. and spares and parts, sales of jewelry, 112 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text ornaments, (except the items forbidden by the law, administrativ e regulations, the decisions of the State Council; the restrictive items are subject to the permit) (2) Subsidiaries under the Common Control Acquired through Enterprise Consolidation In CNY Balance of Amount in Balance of the other items the minority owners equity of Full which shareholder the parent company Name Place Actual Sharehold Are the Subsi Busin substantially Proportion of Minority s equity offsetting the loss of of Registere Curr investmen ing statements diary ess Business Scope composes voting power shareholder used for shared by minority Subsi Regis d Capital ency t at year proportion consolidated type type net (%) s equity offsetting shareholders in diarie tration end (%) (Y/N) investment minority the reporting period s in the shareholder exceeding the subsidiary s gain and share enjoyed in 113 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text loss the owners equity at year beginning Wholesale, retail and repairing of Liaoni watches and ng accessory parts, Heng electronic darui Equity products, Com -contr Shen Com 50,000,0 56,100,00 CNY communication 100% 100% Yes merci olled yang merce 00.00 0.00 equipment and al & materials, general Trade merchandise, Co., property Ltd. management and lease 114 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Other notes to the subsidiaries acquired through consolidation of the enterprises under the common control: The 29th Meeting of the Sixth Board of Directors of FIYTA Holdings Ltd. held on December 14, 2011 approved Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. and the Extraordinary Shareholders Meeting held on January 4, 2012 reviewed and approved the Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. According to the Agreement on Assignment of the Equity to the Third Party and the Contract on Equity Assignment, the Company paid CNY 28.05 million, the balance of the payment for the equity acquired equal to 50% of the total payment in February, 2012; the total payment involved in the equity acquisition was CNY 56.10 million. By then, the Company had finished acquisition of 100% equity in Hengdarui. As the three parties participated in the assignment of the equity, namely the Company, China National Aero-Technology Corporation Shenzhen, the Companys actual controlling shareholder, and CATIC Trust Co., Ltd. are related parties. Therefore, in the reporting period, Hengdarui, as an enterprise under common control, has been included in the consolidated statement range and the consolidation date was February 28, 2012. 115 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (3) Subsidiaries not under the Common Control Acquired through Enterprise Consolidation In CNY 从母公司所有者权益冲 减子公司少数股东分担 的本期亏损超过少数股 Amount in 东在该子公司年初所有 Balance of the minority 者权益中所享有份额后 other items shareholder 的余额 which Minorit Place Actual Are the s equity Balance of the owners Subsidi Regist substantially Shareholdin Proportio y Full Name of of Busine Curr Business investmen statements used for equity of the parent ary ered composes g proportion n of voting shareh Subsidiaries Registr ss type ency Scope t at year consolidated offsetting company offsetting the type Capital net (%) power (%) olders ation end (Y/N) minority loss shared by minority investment equity shareholder shareholders in the in the s gain and reporting period subsidiary loss exceeding the share enjoyed in the owners equity at year beginning Domestic Kunming Lishan Equity- trade, Department Store controll Kunmi Comm 5,000,0 1,200,000 CNY materials 100% 100% Yes Co., Ltd. (Lishan ed ng erce 00.00 .00 supply Department Store) and sales Equity- Switzer Comm 1,000,0 Productio Montres Chouriet SA EUR 100% 100% Yes controll land erce 00.00 n, 116 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text ed manufact ure and sales of Emile Chouriet watches 117 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 2. Operating entities with the control power formed by special purpose entity or through entrusted operation or tenancy. According to the equity trust agreement concluded between 68-Station Limited, one of FIYTA Hong Kongs subsidiaries and the trustee of NATURE ART LTD and PROTOP LTD on December 10, 2009, 68-Station, as the trustor, holds the right to earnings of the shares, equity, and the relevant rights of LIANGYA and BAODING, and the contractual trustee agreed to assign their rights at any time according to the trustors instructions. 68-Station thus held the control power over LIANGYA and BAODING which were therefore put in the consolidation scope of 68-Station. In CNY Major business dealings Ending balance of the major assets and liabilities Description with the Company recognized in the consolidated statements June, 2012: Purchase of fashion brand NATURE ART LTD watches Current assets 638,618.61 Non-current assets Current liabilities 479,421.62 Net assets 159,196.99 End of 2011: Purchase of fashion brand NATURE ART LTD watches Current assets 308,745.37 Non-current assets Current liabilities 344,628.57 Net assets -45,080.87 June, 2012: Purchase of fashion brand PROTOP LTD watches Current assets 928,875.71 Non-current assets Current liabilities 708,922.06 Net assets 219,953.65 End of 2011: Purchase of fashion brand PROTOP LTD watches Current assets 130,257.10 118 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Non-current assets Current liabilities 50,304.79 Net assets 81,932.93 3. Note to the change of the consolidation scope Note to the change of the consolidated statement scope: In the reporting period, as an enterprise under the common control in the Group merged Hengdarui, the consolidation scope in the reporting period correspondingly increased. In comparison with the previous year, a new entity was additionally consolidated in the reporting period. The reason was that: th The 29 Meeting of the Sixth Board of Directors of FIYTA Holdings Ltd. held on December 14, 2011 approved Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. and the Extraordinary Shareholders Meeting held on January 4, 2012 reviewed and approved the Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. According to the Agreement on Assignment of the Equity to the Third Party and the Contract on Equity Assignment, the Company paid CNY 28.05 million, the balance of the payment for the equity acquired equal to 50% of the total payment in February, 2012; the total payment involved in the equity acquisition was CNY 56.10 million. By then, the Company had finished acquisition of 100% equity in Hengdarui. As the three parties participated in the assignment of the equity, namely the Company, CATIC Shenzhen Company Limited (“CATIC Shenzhen”), the Companys actual controlling shareholder, and CATIC Trust Co., Ltd. are related parties. Therefore, in the reporting period, Hengdarui, as an enterprise under common control, has been included in the consolidated statement range and the consolidation date was February 28, 2012. In comparison with the previous year, no consolidated entity was reduced in the reporting year/period. The reason was that: In the reporting period, no company included in the consolidation was reduced. 4. Principal(s) newly included in the consolidation in the reporting period and principal(s) no longer included in the consolidation in the reporting period Subsidiaries, special purpose principals and operating entities operated by means of commission or lease newly put in the consolidation in the reporting period In CNY Net profit in the reporting Name Net asset at the end of the period period Hengdarui 31,819,300.87 -3,041,583.64 119 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Subsidiaries, special purpose principals and operating entities operated by means of commission or tenancy no longer included in the consolidation in the reporting period Inapplicable 5. Consolidation of the enterprises under the common control occurred in the reporting period In CNY Cash flow from Revenue from the Net profit from the operating activities Basis of judgment beginning of the reporting period of from the reporting of consolidation of Actuall controller of reporting period for Consolidatee the consolidation to period of enterprises under the common control consolidation to the the date of consolidation to the the same control date of consolidation date of consolidation consolidation According to the Agreement on Assignment of the Equity to the Third Party and the Contract on Equity Assignment, the Company paid CNY 28.05 million, the balance of the payment for the equity acquired equal to 50% of the China National total payment in Aero-Technology Hengdarui February, 2012; the 625,000.00 -2,130,265.54 -10,210,400.94 Corporation total payment Shenzhen involved in the equity acquisition was CNY 56.10 million. By then, the Company had finished acquisition of 100% equity in Hengdarui. As the three parties participated in the assignment of the equity, namely the Company, CATIC 120 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Shenzhen Company Limited (“CATIC Shenzhen”), the Companys actual controlling shareholder, and CATIC Trust Co., Ltd. are related parties. Therefore, in the reporting period, Hengdarui, as an enterprise under common control, has been included in the consolidated statement range 6. Consolidation of the enterprises not under the common control incurred in the reporting period Inapplicable 7. Subsidiary reduced due to loss of control power resulting from sales of equity in the reporting period Inapplicable 8. Counterpurchase incurred in the reporting period Inapplicable 9. Merger incurred in the reporting period Inapplicable 10. The conversion rate of the principal statement items of the overseas operating entities Assets and Liabilities Items June 6, 2012 December 31, 2011 FIYTA Hong Kong Limited HKD 1 = CNY 0.8152 HKD 1 = CNY 0.8107 World Watches International HKD 1 = CNY 0.8152 HKD 1 = CNY 0.8107 121 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text The Swiss Company CHF 1 = CNY 6.5900 CHF 1 = CNY 6.7085 Revenue, expenses and cash flow items Items Jan to Jun, 2012 2011 FIYTA Hong Kong Limited HKD 1 = CNY 0.8130 HKD 1 = CNY 0.8308 World Watches International HKD 1 = CNY 0.8130 HKD 1 = CNY 0.8308 The Swiss Company CHF 1 = CNY 6.6493 CHF 1 = CNY 6.8824 (VII) Notes to the principal items in the consolidated statements 1. Monetary funds In CNY End of the Reporting Period Amount at the beginning of the reporting period Conve Items Amount in foreign Amount in Conversio rsion Amount in CNY Amount in CNY currency foreign currency n rate rate Cash on hand -- -- 677,749.45 -- -- 588,590.81 CNY -- -- 637,450.58 -- -- 438,066.80 6.324 USD 2,806.00 17,747.68 306.00 6.3009 1,928.08 9 0.815 HKD 7,794.65 6,354.20 14,105.81 0.8107 11,435.58 2 EUR 559.45 7.871 4,403.44 3,959.45 8.1625 32,319.01 9.816 GBP 110.00 1,079.86 110.00 9.7116 1,068.28 9 CHF 1,625.75 6.59 10,713.69 15,341.75 6.7085 102,920.13 MYR 414.00 1.9889 852.93 Bank deposit: -- -- 209,559,779.50 -- -- 179,370,584.08 CNY -- -- 201,905,064.96 -- -- 152,109,973.23 6.324 USD 205,237.05 1,298,103.79 195,760.73 6.3009 1,233,468.78 9 0.815 HKD 6,729,049.89 5,484,223.43 31,352,088.52 0.8107 25,417,138.16 2 CHF 132,380.47 6.59 872,387.32 90,930.00 6.7085 610,003.91 Other Monetary Fund: -- -- 70,355.13 -- -- 13,255.13 CNY -- -- 70,355.13 -- -- 13,255.13 122 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Total -- -- 210,307,884.08 -- -- 179,972,430.02 2. Transactional financial assets (1) Transactional financial assets Inapplicable (2) Transactional financial assets with restricted realization Inapplicable (3) Note to the hedging instrument and the related hedging transaction Inapplicable 3. Notes receivable Inapplicable (2) Notes receivable pledged at the end of the reporting period Inapplicable (3) Notes that are transferred into accounts receivable as the issuer fails to keep promise, and that have been endorsed to any other party by the Company but are still undue at the end of the reporting period Inapplicable 4. Dividends receivable Inapplicable 5. Interest receivable Inapplicable 6. Accounts receivable (1) Disclosure based on types of accounts receivable In CNY Categories End of the reporting period Beginning of the reporting period 123 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Book Balance Bad debt reserve Book Balance Bad debt reserve Proportion Proportion Proportion Proportion Amount Amount Amount Amount (%) (%) (%) (%) Accounts receivable with significant single amount 10,988,31 10,988,31 10,988, 10,988,318. 2.71% 100% 3.47% 100% and provision of bad debt 8.49 8.49 318.49 49 reserve on individual basis Accounts receivable for which bad debt reserve has been provided based on the grouping Grouping based on the 139,794,2 4,548,019. 99,639, 4,552,318.3 34.43% 3.25% 31.46% 4.57% accounting age 48.76 66 705.01 6 Grouping of the 222,985,4 173,813 54.92% 54.89% designated accounts 99.65 ,381.72 362,779,7 4,548,019. 273,453 4,552,318.3 Sub-total of Groupings 89.35% 1.25% 86.35% 1.66% 48.41 66 ,086.73 6 Accounts receivable with insignificant single amount 32,229,44 32,229,44 32,229, 32,229,445. 7.94% 100% 10.18% 100% and provision of bad debt 5.53 5.53 445.53 53 reserve on individual basis 405,997,5 47,765,78 316,670 47,770,082. Total -- -- -- -- 12.43 3.68 ,850.75 38 Note to the categories of accounts receivable: In CNY Description of accounts receivable Book Balance Bad debt reserve Provision proportion Provision reason Beijing Urban/Rural Trade Center Co., Ltd. 2,033,710.15 2,033,710.15 100% Unrecoverable Qingdao Handry Timepieces, Glasses and 1,298,215.01 1,298,215.01 100% Unrecoverable Jewelry Co. Timepieces and Sewing Machine Wholesale Station of Yingkou General 982,604.03 982,604.03 100% Unrecoverable Merchandise Co. Jilin Timepieces and Photographic 890,387.77 890,387.77 100% Unrecoverable Paraphernalia Wholesale Co. Siping No. 1 Department Store 823,302.04 823,302.04 100% Unrecoverable Anshan Timepieces and Photographic 807,815.02 807,815.02 100% Unrecoverable Equipment Co. Others 4,152,284.47 4,152,284.47 100% Unrecoverable Total 10,988,318.49 10,988,318.49 -- In the grouping, the accounts receivable for which the bad debt reserve is provided based on the age analysis In CNY 124 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text End of the reporting period Beginning of the reporting period Book Balance Book Balance Age Proportion Bad debt reserve Proportion Bad debt reserve Amount Amount (%) (%) Within 1 year Including: -- -- -- -- -- -- Within 1 year 138,073,785.90 98.77% 4,380,273.79 98,585,730.49 98.94% 4,384,572.49 Sub-toal within 1 138,073,785.90 98.77% 4,380,273.79 98,585,730.49 98.94% 4,384,572.49 year 1 to 2 years 1,134,631.86 0.81% 68,327.94 722,581.43 0.73% 68,327.94 2 to 3 years 585,831.00 0.42% 99,417.93 331,393.09 0.33% 99,417.93 Over 3 years 0.00 0% 0.00 3 to 4 years 4 to 5 years Over 5 years Total 139,794,248.76 -- 4,548,019.66 99,639,705.01 -- 4,552,318.36 In the grouping, the account receivable for which reserve for bad debt is provided based on balance percentage: Inapplicable In the grouping, the accounts receivable for which the bad debt reserve is provided based on the other method: Inapplicable At the end of the reporting period, accounts receivable with insignificant single amount and provision of bad debt reserve on individual basis: In CNY Description of accounts Book Balance Bad debt reserve Provision proportion Provision reason receivable Doubtful accounts/bad 32,229,445.53 32,229,445.53 100% Unrecoverable debt Total 32,229,445.53 32,229,445.53 100% -- (2) Accounts receivable reversed or recovered in the reporting period Inapplicable 125 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (3) Accounts receivable actually written-off in the reporting period Inapplicable (4) Accounts receivable from the shareholder holding over 5% (including 5%) of the Company’s voting shares Inapplicable (5) Top five debtors of the accounts receivable In CNY Relationship with the Proportion in the total Company Names Amount Year Company accounts receivable (%) Shanxi International Non-Related Party 6,867,577.77 Within a year 1.69% Trade Center Co., Ltd. Shenzhen China Resource Co., Ltd. (Payment with credit Non-Related Party 5,716,897.23 Within a year 1.41% card at Mixc Shop) BILLION GENESIS Non-Related Party 5,585,214.99 Within a year 1.38% Shenzhen Huizheng Non-Related Party 4,669,689.89 Within a year 1.15% E-business Co., Ltd Heilongjiang Jinan Europe Plaza Non-Related Party 4,055,374.77 Within a year 1% Development Co., Ltd. Total -- 26,894,754.65 -- 6.62% (6) Due from Related Parties In CNY Proportion in the total of the Company names Relationship with the Company Amount accounts receivable (%) Accounts receivable: under the control of the same Rainbow Supermarket 2,229,771.46 0.55% party under the control of the same AVIC 68,223.00 0.02% party Shennan Circuit under the control of the same 787,374.33 0.19% 126 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text party Zhonghang Electronic Measuring Instruments Co., under the control of the same 40,748.00 0.01% Ltd party Xian Zhongfei Aviation Testing under the control of the same Technology Development Co., 2,000,000.00 0.49% party Ltd. Other receivables: Shenzhen CATIC Enterprise under the control of the same 189,600.00 0.05% Group Training Center party under the control of the same CATIC Monitor 102,500.00 0.03% party Ganzhou CATIC Real Estate under the control of the same 122,665.60 0.03% Co. party under the control of the same Rainbow Supermarket 113,401.60 0.03% party Total -- 5,654,283.99 1.39% (7) Accounts receivable with termination recognition Inapplicable (8) In case of securitization on the asset of accounts receivable, the amounts of the assets and liabilities continuing to be involved in the formation are stated. Inapplicable 7. Other receivables (1) Disclosure based on categories of other receivables In CNY End of the reporting period Beginning of the reporting period Book Balance Bad debt reserve Book Balance Bad debt reserve Categories Proporti Proporti Proportion Proporti Amount Amount Amount Amount on (%) on (%) (%) on (%) Other receivables with significant single amount 2,215,684.0 2,215,684.0 2,215,684.0 and provision of bad debt 5.33% 100% 5.68% 2,215,684.09 100% 9 9 9 reserve on individual basis 127 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Other receivables for which bad debt reserve has been provided based on the grouping Grouping based on the 24,277,580. 1,241,275.5 23,076,732. 58.37% 5.11% 59.18% 1,241,275.52 5.38% accounting age 97 2 01 Grouping of the 13,621,677. 12,223,537. 32.75% 0.00 0% 31.35% 0.00 0% designated accounts 39 25 37,899,258. 1,241,275.5 35,300,269. Sub-total of Groupings 91.11% 3.28% 90.52% 1,241,275.52 3.52% 36 2 26 Other receivables with insignificant single 1,480,064.1 1,480,064.1 1,480,064.1 amount and provision of 3.56% 100% 3.8% 1,480,064.11 100% 1 1 1 bad debt reserve on individual basis 41,595,006. 4,937,023.7 38,996,017. Total -- -- -- 4,937,023.72 -- 56 2 46 Other receivables with significant single amount and provision of bad debt reserve on individual basis at the end of the reporting period In CNY Other receivables Book Balance Amount of bad debt Provision proportion Reasons Shenzhen New Longtai 1,573,876.89 1,573,876.89 100% Unrecoverable Industrial Co. Ltd. Zhuangtu Commodities 641,807.20 641,807.20 100% Unrecoverable Trading Center Total 2,215,684.09 2,215,684.09 -- -- In the grouping, other receivables for which the bad debt reserve is provided based on the age analysis: In CNY End of the reporting period Beginning of the reporting period Book balance Book balance Age Propo Propo Bad debt reserve Bad debt reserve Amount rtion Amount rtion (%) (%) Within a year Including: 96.18 Within a year 23,305,749.06 96% 991,460.41 22,195,595.10 991,460.41 % 96.18 Subtotal within a year 23,305,749.06 96% 991,460.41 22,195,595.10 991,460.41 % 1 to 2 years 313,103.48 1.29% 31,686.41 388,136.58 1.68% 31,686.41 2 to 3 years 191,414.10 0.79% 8,862.70 33,542.33 0.15% 8,862.70 128 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Over 3 years 467,314.33 1.92% 209,266.00 459,458.00 1.99% 209,266.00 3 to 4 years 4 to 5 years Over 5 years Total 24,277,580.97 -- 1,241,275.52 23,076,732.01 -- 1,241,275.52 In the grouping, other account receivable for which bad debt reserve is provided based on balance percentage: Inapplicable In the grouping, other receivable for which the bad debt reserve is provided based on other method: Inapplicable Other receivables with insignificant single amount and provision of bad debt reserve on individual basis at the end of the reporting period In CNY Other receivables Book Balance Bad debt reserve Provision proportion Provision reason Rent 814,950.63 814,950.63 100% Unrecoverable Borrowings 400,000.00 400,000.00 100% Unrecoverable Reserve for individuals of service 156,020.47 156,020.47 100% Unrecoverable termination Consideration of equity assignment 109,093.01 109,093.01 100% Unrecoverable Total 1,480,064.11 1,480,064.11 100% -- (2) Other receivables reversed or recovered in the reporting period Inapplicable (3) Other receivables actually written-off in the reporting period Inapplicable (4) Other receivables from the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period Inapplicable 129 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (5)Nature or description of the other receivables with bigger amount Inapplicable (6) Top Five Debtors of the Other Receivables In CNY Relationship with the Proportion in the total of Company names Amount Years Company the other receivables (%) China Tenth Metallurgy Group Limited Non-Related Party 3,379,779.96 Within 1 year 8.13% Corporation Subsidy tax in Non-Related Party 1,611,525.86 Within 1 year 3.87% Switzerland Shenzhen New Longtai Non-Related Party 1,573,876.89 Over 3 years 3.78% Industrial Co. Ltd. Shenzhen China Resource Co., Ltd. Non-Related Party 1,491,570.00 Within 1 year 3.59% (Payment with credit card at Mixc Shop) Shenzhen Yitian Holiday World Real Estate Non-Related Party 1,090,523.00 Within 1 year 2.62% Development Co., Ltd. Total -- 9,147,275.71 -- 21.99% (7) Other receivables from related parties In CNY Proportion in the total of the other Company names Relationship with the Company Amount receivables (%) Shenzhen CATIC Enterprise Common controller 189,600.00 0.46% Group Training Center CATIC Monitor Common controller 102,500.00 0.25% Ganzhou CATIC Real Estate Common controller 122,665.60 0.3% Co. Rainbow Supermarket Common controller 113,401.60 0.26% Total -- 528,167.20 1.27% (8) Other receivable terminated for recognition Inapplicable 130 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (9) In case of securitization on the asset of other receivables, the amounts of the assets and liabilities continuing to be involved in the formation are stated. Inapplicable 8. Advance Payment (1) Advance payment presented based on age In CNY End of the reporting period Beginning of the reporting period Age Proportion Proportion Amount Amount (%) (%) Within 1 year 42,115,402.24 99.89% 75,698,876.97 98.13% 1 to 2 years 13,135.00 0.03% 1,105,861.04 1.43% 2 to 3 years 32,160.00 0.08% 154,972.00 0.2% Over 3 years 0% 180,000.00 0.24% Total 42,160,697.24 -- 77,139,710.01 -- (2) Top Five Receivers of Advance Payment In CNY Relationship with the Company names Amount Time Reason of unsettlement Company SAN SUN INDUSTRIAL Non-Related Party 6,504,847.83 Undue CO., LTD. Dongguan Junyi Precision Hardware Non-Related Party 1,792,599.00 Undue Products Co., Ltd. Shenzhen Intercontinental Building Non-Related Party 843,053.33 Undue Decoration Group Co., Ltd. MICHAVD SA Non-Related Party 831,710.28 Undue Shenzhen Yiqin Non-Related Party 820,638.00 Undue Metalwares Co., Ltd. Total -- 10,792,848.44 -- -- (3) Advance payment to the shareholder holding over 5% (including 5%) of the Company’s voting shares Inapplicable 131 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (4) Note to the advance payment End of the reporting period Year beginning Amount in Amount in Items Exchange Conversion in Exchange Conversion in foreign foreign rate CNY rate CNY currency currency HKD 9,104,661.60 0.8152 7,422,120.14 0.8107 3,634,256.78 4,482,862.69 CHF - - - 3,664.90 6.7085 24,585.98 9. Inventories (1) Classification of Inventories In CNY End of the reporting period Beginning of the reporting period Items Provision for Provision for Book Balance Book value Book Balance Book value price falling price falling Raw materials 131,720,382.24 22,595,495.27 109,124,886.97 158,461,195.42 22,595,495.27 135,865,700.15 Products in process 13,687,511.83 0.00 13,687,511.83 24,453,989.02 24,453,989.02 Commodities in 1,676,051,143.1 1,495,548,483.3 1,480,584,794.4 1,691,014,832.03 14,963,688.88 14,963,688.88 stock 5 5 7 Circulating materials Productive biological asset 1,798,863,541.9 1,678,463,667.7 1,640,904,483.6 Total 1,836,422,726.10 37,559,184.15 37,559,184.15 5 9 4 (2) Inventory falling price reserves In CNY Amount Decrease in the reporting period Opening book Ending book Categories provided in the balance Reversal Write-off balance reporting period Raw materials 22,595,495.27 0.00 0.00 0.00 22,595,495.27 Products in 0.00 0.00 0.00 0.00 process Commodities in 14,963,688.88 14,963,688.88 stock 132 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Circulating materials Productive biological asset Total 37,559,184.15 0.00 0.00 0.00 37,559,184.15 (3) About inventory falling price reserves The balance of the Groups famous brand watches in stock with age exceeding three years at the end of the reporting period was CNY 101,990,536.21, taking 7.02% of the balance of the famous brand watches at the end of the reporting period; the balance of the Groups famous brand watches in stock with age exceeding three years at year beginning was CNY 107,299,115.91, taking 8.15% of the balance of the famous brand watches at year beginning. 10. Other current assets In CNY Items End of the reporting period Beginning of the reporting period Input VAT to be offset (Note) 29,210,979.09 39,840,898.57 Rent 7,549,851.09 3,932,802.45 Others 2,364,238.22 472,195.15 Total 39,125,068.40 44,245,896.17 Note to other current liabilities: The Groups input VAT from procurements not yet offset in the reporting period. 11. Available-for-sale financial assets (1) About available-for-sale financial assets In CNY Fair value at the end of the Fair value at the beginning of Items period the period Available-for-sale bonds Available-for-sale equity instrument Others Total 0.00 0.00 In case the held-to-maturity investment is reclassified into available-for-sale financial asets, the amount involved in the reclassification in the reporting period was CNY 0.00. This amount took 0% of the total amount of the held-to-maturity 133 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text investment before the reclassification. (2) Long-Term Credit Investment in the available-for-sale financial asets In CNY Accrued Initial Interest in Type of Maturity Opening receivable Ending Bonds Par value investment the reporting bonds time balance or received balance cost period interest Total -- -- 0.00 -- 0.00 0.00 0.00 0.00 12. Held-to-maturity investments (1) About the held-to-maturity investments In CNY Items Ending book balance Opening book balance Total 0.00 0.00 (2) The undue held- to-maturity investment sold in the reporting period In CNY Proportion taken in the amount of the Items Amount investment before sale (%) Total 0.00 -- 13. Long term accounts receivable In CNY Categories End of the reporting period Beginning of the reporting period Financing lease Including: unrealized financing income Goods sold with payment by installment Labor service provided with payment by installment Others Total 0.00 0.00 134 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 14. Investment in joint ventures and associates In CNY Voting Propor propor Total Total Total Total tion of tion in assets liabiliti net operati Net the the at es at assets on Place Legal profit Enterp Busine Regist shares invest the the at the incom Invest of repres Curren in the rise ss ered held ee end of end of end of e in ees Regist entativ cy reporti type type Capital by the taken the the the the ration e ng Comp by the reporti reporti reporti reporti period any Comp ng ng ng ng (%) any period period period period (%) I. Joint Venture II. Associates Produ ction and sales of watch es, watch driving units, Shang parts, hai sophis Dong 15,350 74,500 70,079 23,039 Watch Enterp Shang ticated 4,420, 765,49 Guozh ,000.0 CNY 25% 25% ,154.6 ,967.5 ,053.5 Industr rises hai instru 187.14 5.42 ang 0 5 1 8 y Co., ments Ltd., and access ories Import & export of goods and techno logy 135 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text import & export 15. Long-term equity investment 136 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (1) Statement of Long Term Equity Investment In CNY Note to the inconsistence between the Shareholding Shareholding proportion of Reserve for Initial proportion in proportion in Cash dividend Accounting Opening Increase/Decr Ending the shares in Reserve for impairment Investees investment the investee the investees in the reporting method balance ease balance the investees impairment provided in the cost (%) vote-bearing period held by the period shares (%) Company and the voting power Equity Northwestern distribution Polytechnical based on 50% University Cost method 1,350,000.00 1,863,572.76 -300,000.00 1,563,572.76 45% 50% according to 0.00 0.00 Shenzhen the agreement Research of Institute (Note) shareholders Xian Tangcheng Cost method 85,000.00 85,000.00 85,000.00 0.1% 0.1% 0.00 0.00 Co., Ltd. Shenzhen CATIC Culture Cost method 300,000.00 300,000.00 300,000.00 15% 15% 300,000.00 0.00 0.00 Communicatio n Co., Ltd. 137 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Shanghai Property Co., Equity method 40,300,250.00 0.00 40,491,623.86 40,491,623.86 25% 25% 0.00 0.00 Ltd. Total -- 42,035,250.00 2,248,572.76 40,191,623.86 42,440,196.62 -- -- -- 300,000.00 0.00 0.00 138 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (2) About the ability of transferring fund to the investing company being restricted In CNY Long term equity investment project with the Accumulative amount of unrecognized ability of transferring fund to the investing Cause of being restricted investment loss in the reporting period company being restricted Inapplicable Note to the long term equity investment: On december 31, 2011, the Company and Northwestern Polytechnical University, another shareholder of Northwestern Polytechnical University Shenzhen Research Institute concluded the Agreement on Assignment of the Equity of Northwestern Polytechnical University Shenzhen Research Institute, according to which the Company would assign its 45% in Shenzhen Northwestern Industrial Technology Research Insitute Co., Ltd. with consideration of CNY 1,650,000.00. Ended June 30, 2012, the assignment was still in process. In the reporting period, the Company no longer took it into account in accounting according to the equity method. 16. Investment Based Real Estate (1) Investment based real estate measured based on costs In CNY Increase in the reporting Decrease in the Items Opening book balance Ending book balance period reporting period I. Total original book 358,996,492.57 0.00 0.00 358,996,492.57 value 1. Housing and 358,996,492.57 0.00 0.00 358,996,492.57 buildings 2. Land use right II. Total accumulative depreciation and 86,505,843.94 4,826,979.86 0.00 91,332,823.80 accumulative amortization 1. Housing and 86,505,843.94 4,826,979.86 0.00 91,332,823.80 buildings 2. Land use right III. Total net book value of investment 272,490,648.63 0.00 4,826,979.86 267,663,668.77 based real estate 1. Housing and 272,490,648.63 4,826,979.86 267,663,668.77 buildings 2. Land use right 139 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text IV. Total accumulative amount of provision for impairment of 0.00 0.00 0.00 0.00 investment based real estate 1. Housing and buildings 2. Land use right V. Total book value of investment based real 272,490,648.63 0.00 4,826,979.86 267,663,668.77 estate 1. Housing and 272,490,648.63 4,826,979.86 267,663,668.77 buildings 2. Land use right In CNY Reporting Period Amount of depreciation and amortization in the reporting period: 4,826,979.26 Amount of reserve for impairment of the investment based real estate 0.00 provided in the reporting period (2) Investment based real estate measured based on fair value Inapplicable 17. Fixed assets (1) About Fixed assets In CNY Opening book Decrease in the Ending book Items Increase in the reporting period balance reporting period balance I. Total original book value 377,728,540.00 6,276,007.08 1,611,765.98 382,392,781.10 Incl.: Housing & buildings 271,804,200.65 0.00 1,008,888.18 270,795,312.47 Machines & equipment 38,237,004.00 1,696,508.58 156,022.89 39,777,489.69 Motor vehicles 12,681,827.76 1,780,170.81 150,709.00 14,311,289.57 Electronic equipment 23,560,299.91 1,428,998.80 292,605.74 24,696,692.97 Other equipment 31,445,207.68 1,370,328.89 3,540.17 32,811,996.40 Opening book Newly increased Provision in the Decrease in the Ending balance of -- balance in the reporting reporting period reporting period the reporting 140 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text period period II. Total accumulative 82,321,255.69 0.00 11,328,034.83 218,517.67 93,430,772.85 depreciation Incl.: Housing & buildings 24,039,045.27 4,113,390.51 51,707.03 28,100,728.75 Machines & equipment 13,453,519.47 1,288,390.03 0.00 14,741,909.50 Motor vehicles 7,163,194.71 1,165,234.07 160,502.69 8,167,926.09 Electronic equipment 14,399,114.06 1,143,770.46 6,026.23 15,536,858.29 Other equipment 23,266,382.18 3,617,249.76 281.72 26,883,350.22 Ending balance of Opening book -- -- the reporting balance period III. Total net book value of 295,407,284.31 -- 288,962,008.25 fixed assets Incl.: Housing & buildings 247,765,155.38 -- 242,694,583.72 Machines & equipment 24,783,484.53 -- 25,035,580.19 Motor vehicles 5,518,633.05 -- 6,143,363.48 Electronic equipment 9,161,185.85 -- 9,159,834.68 Other equipment 8,178,825.50 -- 5,928,646.18 IV. Total reserve for 0.00 -- 0.00 impairment Incl.: Housing & buildings -- Machines & equipment -- Motor vehicles -- Electronic equipment -- Other equipment -- III. Total book value of fixed 295,407,284.31 -- 288,962,008.25 assets Incl.: Housing & buildings 245,279,708.75 -- 242,694,583.72 Machines & equipment 27,663,805.34 -- 25,035,580.19 Motor vehicles 2,940,305.45 -- 6,143,363.48 Electronic equipment 10,485,220.77 -- 9,159,834.68 Other equipment 9,038,244.00 -- 5,928,646.18 The depreciation amount in the reporting period was CNY11,328,034.83; the cost of the fixed assets transferred in from the construction-in-process amounted to CNY 0.00. 141 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (2) About temporarily idle fixed assets In CNY Accumulative Items Original book value Impairment reserve Net book value Remarks depreciation Housing and 0.00 buildings Machines & 0.00 equipment Motor vehicles 0.00 (3) Fixed assets rented through financing lease Inapplicable (4) Fixed assets leased through operating lease Inapplicable (5) About the fixed assets for sale held at the end of the reporting period Inapplicable (6) Fixed asset whose property title certificate has not been issued Inapplicable Note to fixed assets: Ended June 30, 2012, the housing and buildings with the original book value amounting to CNY 3,307,253.08 and net value amounting to CNY 3,188,254.23 were the collateral for the Groups long term loan amounting to CNY 1,128,323.79. At the end of the reporting period, the original value of the fixed assets with depreciation sufficiently provided but still in use was CNY 25,645,089.80. 18. Construction-in-process (1) In CNY End of the reporting period Beginning of the reporting period Items Impairment Impairment Book Balance Book value Book Balance Book value reserve reserve 142 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Project of the ground parking lot of FIYTA Technology 319,364.00 319,364.00 249,000.00 249,000.00 Building Project of watch production 910,500.00 910,500.00 base at Guangming New Zone 17-storey Data Center project 154,743.62 154,743.62 20th floor refurbishment project 1,090,000.00 1,090,000.00 of FIYTA Technology Building West are of the 19th floor refurbishment project of FIYTA 109,197.95 109,197.95 Technology Building Total 2,583,805.57 0.00 2,583,805.57 249,000.00 0.00 249,000.00 143 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (2) Change of key construction-in-process project In CNY Including: Proportion of Accumulative amount of Interest Beginning of Increase in Transferred the project amount the capitalization End of the Other Project Project Budget the reporting the reporting into fixed investment in involved in capitalized rate in the Fund source reporting decreases progress period period assets the budget interest interest in the reporting period (%) capitalization reporting period (%) period Total 0.00 0.00 0.00 0.00 0.00 -- -- 0.00 0.00 -- -- 0.00 144 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (3) Impairment reserve for the construction- in-process In CNY Beginning of the Increase in the Decrease in the End of the Reason of Project reporting period reporting period reporting period reporting period provision Total 0.00 0.00 0.00 0.00 -- (4) Work progress of the key construction-in-process Inapplicable (5) Note to the construction-in-process 19. Engineering Supplies In CNY Beginning of the Increase in the Decrease in the End of the reporting Project reporting period reporting period reporting period period Total 0.00 0.00 0.00 0.00 20. Disposal of fixed assets In CNY Book value at the Book value at the end of the Cause of being transferred into Project beginning of the reporting period disposal period Total 0.00 0.00 -- 21, Productive biological asset (1) Measured based on cost Inapplicable (2) Measured based on fair value Inapplicable 22. Oil and gas assets Inapplicable 145 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 23. Intangible Assets (1) About intangible assets In CNY Increase in the reporting Decrease in the reporting Project Opening book balance Ending book balance period period I. Total original book value 47,741,656.95 353,205.14 0.00 48,094,862.09 Land use right 34,280,949.60 0.00 34,280,949.60 Software system 3,095,885.83 353,205.14 3,449,090.97 Trademark use right 10,364,821.52 0.00 0.00 10,364,821.52 II. Total accumulative 10,675,829.46 668,682.58 0.00 11,344,512.04 amortized amount Land use right 5,505,188.48 359,973.18 5,865,161.66 Software system 1,281,171.09 303,049.42 1,584,220.51 Trademark use right 3,889,469.89 5,659.98 0.00 3,895,129.87 III. Total net book value of 37,065,827.49 0.00 0.00 36,750,350.05 intangible assets Land use right 28,775,761.12 28,415,787.94 Software system 1,814,714.74 1,864,870.46 Trademark use right 6,475,351.63 6,469,691.65 IV. Total reserve for 0.00 0.00 0.00 0.00 impairment Land use right Software system Trademark use right Total book value of 37,065,827.49 0.00 0.00 36,750,350.05 intangible assets Land use right 28,775,761.12 28,415,787.94 Software system 1,814,714.74 1,864,870.46 Trademark use right 6,475,351.63 6,469,691.65 The amount amortized in the reporting period was CNY 668,682.58. (2) Expenses for the Company’s development projects In CNY Project Beginning of the Increase in the Decrease in the reporting period End of the reporting 146 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text reporting period reporting period Counted to the period Recognized as current gains and intangible assets losses Total 0.00 0.00 0.00 0.00 0.00 (3) Intangible asset whose property title certificate has not been issued Inapplicable 24. Goodwill In CNY impairment reserve at the Investees name or matter Increase in the Decrease in the Opening balance Ending balance end of the resulting in goodwill reporting period reporting period reporting period Lishan Department Store 1,735,756.48 0.00 0.00 1,735,756.48 1,735,756.48 Total 1,735,756.48 0.00 0.00 1,735,756.48 1,735,756.48 Impairment test and provision of impairment reserve of goodwill: HARMONY, one of the Companys subsidiaries acquired 100% equity in Lishan Department Store on March 31, 2008 with valuable consideration of CNY 1,200,000.00 and the fair value of the recognizable net assets of Lishan Department Store on the acquisition day was CNY 535,756.48. HARMONY presented the margin amounting to CNY 1,735,756.48 in the consolidated financial statements as “goodwill”. At the end of 2008, HARMONY made impairment test of the goodwill and charged the loss from impairment of the goodwill lower than the recoverable amount totaling CNY 1,735,756.48 to the gain and loss of the year 2008. 25. Long-term expenses to be apportioned In CNY Amount Amount at the Amount at Increase in Reasons of amortized in Other end of the Items year the reporting other the reporting decrease reporting beginning period decreases period period Cost for making 28,804,993.7 15,193,246.6 14,013,050.9 29,985,189.4 special 9 0 7 2 counters Refurbishmen 79,481,713.4 22,374,600.6 90,426,445.6 11,429,868.47 t 2 8 3 147 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Endorsement 13,538,547.4 10,281,554.5 127,644.00 3,384,636.90 fee 8 8 Others 840,058.48 228,500.00 311,681.61 756,876.87 122,665,313. 37,923,991.2 29,139,237.9 131,450,066. Total 0.00 -- 17 8 5 50 26. Deferred Income Tax Asset and Deferred Income Tax Liability (1) The deferred income tax asset/deferred income tax liability is not presented with the net amount after offsetting. Deferred Income Tax Asset/Deferred Income Tax Liability Already Recognized In CNY Items End of the Reporting Period Beginning of the reporting period Deferred income tax asset: Reserve for impairment of the assets 6,526,517.63 6,526,517.64 Organization expenses Offsetable loss 3,817,478.11 4,518,836.87 Unrealized profit offset internally 40,655,198.43 31,842,591.98 Deferred income 516,500.00 287,500.00 Others 0.00 3,075,469.94 Sub-total 51,515,694.17 46,250,916.43 Deferred income tax liabilities: Valuation of transactional financial instrument and derivative financial instrument Change of the fair value of the available-for-sale financial assets charged to the capital reserve Long-term equity investment 128,393.19 128,393.19 Sub-total 128,393.19 128,393.19 Statement of unrecognized deferred income tax asset In CNY Items End of the Reporting Period Beginning of the reporting period Offsetable provisional discrepancy 63,830,117.70 63,830,117.70 Offsetable loss 0.00 0.00 Total 63,830,117.70 63,830,117.70 The offsetable loss of the unrecognized deferred income tax shall be due in the following years: In CNY 148 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text End of the Reporting Beginning of the Year Remark Period reporting period Total 0 0 -- Statement of taxable differences and offsetable differences In CNY Provisional discrepancy amount Items Beginning of the reporting End of the reporting period period Taxable difference items Sub-total Offsetable difference items Reserve for impairment of assets 29,671,929.03 29,671,929.03 To offset the internal unrealized profit 163,961,823.04 128,427,656.86 Deferred income 2,066,000.00 1,150,000.00 Offsetable loss 16,614,260.61 19,311,171.71 Others 12,301,879.74 Sub-total 212,314,012.68 190,862,637.34 (2) Presentation of the net amount of the deferred income tax asset and deferred income tax liability after offsetting Inapplicable 27. Statement of reserve for impairment of assets In CNY Opening book Increase in the Decrease in the reporting period Ending book Items balance reporting period Reversal Write-off balance I. Provision for bad debts 52,707,106.10 0.00 4,298.70 52,702,807.40 II. Provisions for price falling of 37,559,184.15 0.00 0.00 0.00 37,559,184.15 inventories III. Provision for impairment of financial assets available for sale IV. Provision for impairment of held-to-due investment V. Provision for impairment of 300,000.00 0.00 300,000.00 long-term equity investments 149 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text VI. Provision for impairment of 0.00 0.00 0.00 investment based real estate VII. Provision for impairment of 0.00 0.00 fixed assets VIII. Provision for impairment of engineering supplies IX. Provision for impairment of 0.00 0.00 0.00 construction-in-progress X. Provision for impairmentof productive biological asset Including: Provision for impairment of ripe productive biological asset XI. Provision for impairment of oil 0.00 0.00 0.00 and gas asset XII. Provision for impairment of 0.00 0.00 0.00 intangible assets XIII. Provision for impairment of 1,735,756.48 1,735,756.48 goodwill XIV. Others Total 92,302,046.73 0.00 4,298.70 0.00 92,297,748.03 28. Other non-current assets In CNY Items End of the reporting period Beginning of the reporting period Payment for equity acquisition 0.00 40,300,250.00 Total 0.00 40,300,250.00 Note to other current assets: The amount at the beginning of the reporting period was the advance payment to Beijing Equity Exchange Co., Ltd. for acquisition of 25% in Shanghai Watch Industry Co., Ltd. from Shenzhen CATIC Investment Management Co., Ltd. 29. Short-term Borrowings (1) Classification of Short-term Borrowings In CNY 150 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Items End of the Reporting Period Beginning of the reporting period Collateral Borrowings Pledged borrowings Secured borrowings 1,055,000,000.00 1,029,107,000.00 Credit borrowings 320,000,000.00 70,000,000.00 Total 1,375,000,000.00 1,099,107,000.00 Note to classification of the short-term borrowings For the secured borrowings, CATIC Shenzhen offered guarantee to the Company. (2) Short term borrowings already due but remaining outstanding In CNY Application of the Reason of failure Predicted repayment Loan supplier Total loan Loan interest loan to repay in time time Total 0.00 -- -- -- -- 30. Trading financial liabilities In CNY Fair value at the end of the Fair value at the beginning of the Items reporting period reporting period Issued transaction bonds Financial liabilities designated to be measured based on the fair value and its movement was counted to the current gain and loss Derivative financial liabilities Other financial liabilities Total 0.00 0.00 31. Notes Payable In CNY Categories End of the Reporting Period Beginning of the reporting period Trade acceptance 0.00 0.00 Bank acceptance 125,000,000.00 0.00 Total 125,000,000.00 0.00 The amount to be due in the next accounting period was CNY 125,000,000.00. 151 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 32. Accounts payable (1) In CNY Items End of the reporting period Beginning of the reporting period Trade accounts payable 134,903,542.64 167,271,669.39 Payables for materials 50,814,465.60 23,977,932.47 Engineering warranty fee payable 211,339.76 211,339.76 Total 185,929,348.00 191,460,941.62 (2) Accounts payable to the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period Inapplicable 33. Advance Receipts (1) In CNY Items End of the reporting period Beginning of the reporting period Payment for goods 9,999,570.06 3,740,327.89 Total 9,999,570.06 3,740,327.89 (2) Advance receipts from the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period Inapplicable 34. Salaries payable to employees In CNY Opening book Increase in the Decrease in the Ending book Items balance reporting period reporting period balance I. Salaries, bonus, allowances, subsidies 27,142,733.95 139,710,121.43 153,087,466.79 13,765,388.59 II. Staffs welfare 4,370,853.76 4,370,853.76 III. Social security 0.00 17,220,587.49 16,920,587.49 300,000.00 Including: 1. medical insurance premium 4,556,387.16 4,556,387.16 2. Basic endowment insurance 10,762,113.95 10,762,113.95 152 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text premium 3. Contribution to the annuity scheme 300,000.00 0.00 300,000.00 4. Unemployment insurance 862,204.34 862,204.34 premium 5. Service injury insurance premium 331,735.66 331,735.66 6. Maturity insurance premium 392,434.66 392,434.66 7. Others 15,711.72 15,711.72 IV. Public reserve for housing 5,128,099.01 5,128,099.01 V. Dismissal welfare 10,800.00 10,800.00 VI. Others 271,735.62 3,802,783.71 3,837,913.63 236,605.70 1. Operating fund for trade union and the operating fund for the education of 263,774.55 3,623,265.90 3,650,434.75 236,605.70 employees 2. Others 7,961.07 179,517.81 187,478.88 Total 27,414,469.57 170,243,245.40 183,355,720.68 14,301,994.29 Of the employees salaries payable, the amount of the arrears was CNY 0.00. The amount of the trade union and employees education budget was CNY 236,605.70, the amount of the non-monetary welfare was CNY 0.00 and the compensation given due to discharge of the labor relations was CNY 10,800.00. Predicted pay time, amount, etc. of the staffs salaries payable: The Group predicted that the staffs salaries payable not provided at year end shall be distributed in the next fiscal year. 35. Payable Taxes In CNY Beginning of the reporting Items End of the reporting period period Value-added tax 24,045,606.36 17,516,474.89 Consumption tax 31,742.77 135,853.85 Business tax 518,367.84 636,906.77 Enterprise income tax 17,920,826.85 0.00 Individual income tax 3,740,976.27 30,759,501.94 Urban maintenance and construction tax 285,391.81 115,058.86 Real estate tax 40,090.99 38,590.99 Education Surcharge 112,727.95 5,051.25 153 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Stamp duty 19,516.98 697,523.92 Dyke protection surcharge 30,305.67 28,377.06 Others 156,153.25 365,133.29 Total 46,901,706.74 50,298,472.82 36. Interest payable In CNY Beginning of the Items End of the reporting period reporting period Long term loan interest with interest payment in installment and principal repayment upon maturity Interest of corporate bond Interest payable for short term loan 2,712,814.61 14,038,573.07 Total 2,712,814.61 14,038,573.07 37. Dividend payable In CNY End of the reporting Beginning of the Reason of being overdue for 1 Company names period reporting period year Total 0.00 0.00 -- 38. Other payables (1) In CNY 元 Beginning of the reporting Items End of the reporting period period Within 1 year 23,309,458.74 21,029,045.90 1 to 2 years 1,085,360.15 3,066,028.22 2 to 3 years 772,389.79 1,544,025.24 Over 3 years 8,054,952.91 7,361,735.17 Total 33,222,161.59 33,000,834.53 (2) Of the other payables, the amount due to the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period Inapplicable 154 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (3) Note to other payables with big amount with age exceeding 1 year Reason of remaining Are they to be paid after the Creditors Amount outstanding balance sheet day? Shenzhen Tencent Computer 2,600,000.00 Still in the lease term No System Co., Ltd. Zhu Jin 500,000.00 Deposit for food coupon No Shenzhen YouLiFeng Self-help Kara OK Recreation 432,429.00 Still in the lease term No Supermarket Co., Ltd. Shenzhen CATIC Real Estate Co., Ltd. 424,800.00 Still in the lease term No (CATIC Real Estate) China Merchants Bank Co., Ltd. Shenzhen Hi-tech Park 349,692.00 Still in the lease term No Sub-branch Weisheng Electronics 337,105.20 Still in the lease term No (Shenzhen) Co., Ltd. Shenzhen Pasta Wang 329,000.00 Still in the lease term No Catering Chain Shop Co., Ltd. Shenzhen Yongantang Chain- 301,644.00 Still in the lease term No Pharmacy Co., Ltd. Shenzhen GoodFamily Sports 279,578.00 Still in the lease term No Goods Chain Shop Co., Ltd. Oracle Research & Development Center 238,140.00 Still in the lease term No (Shenzhen) Co., Ltd. Shenzhen Honestar 218,280.00 Still in the lease term No Electronics Co., Ltd. Shenzhen Orient Boiler 213,778.40 Still in the lease term No Control Co., Ltd. Total 6,224,446.60 Still in the lease term No (4) Description of other payables with bigger amount Creditors End of the reporting period Description 155 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Shenzhen Tencent Computer System Co., Ltd. 2,600,000.00 Rent deposit Consideration for equity Shenzhen Research Institute of Northwest China 1,350,000.00 assignment Polytechnic University Bravo Tech Inc. 586,638.96 Rent deposit ZHU Jin 500,000.00 Deposit for food coupon Shenzhen YouLiFeng Self-help Kara OK 432,429.00 Rent deposit Recreation Supermarket Co., Ltd. CATIC Real Estate 424,800.00 Rent deposit Shenzhen GoodFamily Sports Goods Chain Shop 414,630.00 Rent deposit Co., Ltd. Money award payable from the Money award from 11th China Patent Awards 350,000.00 patent awards China Merchants Bank Co., Ltd. Shenzhen Hi-tech 349,692.00 Rent deposit Park Sub-branch Total 7,491,155.66 39. Predicted liabilities In CNY Beginning of the Increase in the reporting Decrease in the End of the Reporting Items reporting period period reporting period Period External guarantee Unsettled litigation case Product quality assurance Restructuring obligation Dismissal welfare Loss contract to be implemented Others Total 0.00 0.00 0.00 0.00 40. Non-current liabilities due within a year (1) In CNY 156 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Beginning of the reporting Items End of the Reporting Period period Long-term borrowings due within 1 year 49,900,000.00 149,600,000.00 Bonds payable due within 1 year Long term account payable due within 1 year Total 49,900,000.00 149,600,000.00 (2) Long-term loan due within one year Long-term loan due within one year In CNY Beginning of the reporting Items End of the Reporting Period period Collateral Borrowings Pledged borrowings Secured borrowings 49,900,000.00 149,600,000.00 Credit borrowings Total 49,900,000.00 149,600,000.00 Of the long term borrowings due within a year, amount of the overdue borrowings approved for postponing was CNY0.00. Top five creditors of the long term borrowings due within 1 year In CNY Beginning of the reporting End of the Reporting Period period Loan Loan Loan expiry Interest rate Currency Amount in Amount in Amount in Amount in supplier starting date date (%) foreign function foreign function currency currency currency currency China Construction Bank Co., January 21, January 20, 60,000,000. CNY 4.05% Ltd. 2010 2012 00 Shenzhen Branch Guangdong December December 49,900,000. 50,000,000. Developmen CNY 4.86% 1, 2009 1, 2012 00 00 t Bank 157 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Shenzhen Donghai Sub-branch Sales Department of Ningbo July 15, June 28, 19,800,000. CNY 4.9875% Bank 2009 2012 00 Shenzhen Branch Sales Department of Ningbo September June 28, 19,800,000. CNY 4.9875% Bank 3, 2009 2012 00 Shenzhen Branch 49,900,000. 149,600,000 Total -- -- -- -- -- -- 00 .00 Overdue borrowing of the long term borrowings due within 1 year: In CNY Amount in Annual interest Application of the Reason of failure Predicted Loan supplier Overdue time borrowings rate (%) loan to repay in time repayment time Total 0.00 -- -- -- -- -- Amount already repaid after the balance sheet day was CNY0.00. (3) Bonds payable due within 1 year Inapplicable (4) Long term accounts payable due within 1 year Inapplicable 41. Other current liabilities In CNY Items Ending book balance Opening book balance Accrued expenses 5,881,030.87 4,814,572.85 Total 5,881,030.87 4,814,572.85 158 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 42.Long term borrowings (1) Classification of Long term Borrowings In CNY Items End of the Reporting Period Beginning of the reporting period Collateral Borrowings Pledged borrowings 1,128,323.79 1,197,658.09 Secured borrowings 106,008,389.00 205,432,909.00 Credit borrowings Less: Long-term borrowings due within 1 -49,900,000.00 -149,600,000.00 year Total 57,236,712.79 57,030,567.09 Note to classification of the long-term borrowings: where, CNY 57,236,712.79 was guaranteed by FIYTA Hong Kong, one of the subsidiaries of the Company;CNY 49,900,000.00 was guaranteed by CATIC Shenzhen for the Company. (2)Top Five Lenders of the Long Term Borrowings In CNY Beginning of the reporting End of the Reporting Period period Loan Loan Loan expiry Interest rate Currency Amount in Amount in Amount in Amount in suppliers starting date date (%) foreign function foreign function currency currency currency currency China Construction August 18, August 18, 34,435,000. 28,054,194. 34,435,000. 27,916,454. Bank (Asia) HKD 3% 2011 2013 00 50 00 50 Corporation Limited China Construction September September 34,435,000. 28,054,194. 34,435,000. 27,916,454. Bank (Asia) HKD 3% 23, 2011 23, 2013 00 50 00 50 Corporation Limited China Construction November November 1,384,956.1 1,128,323.7 1,477,313.5 1,197,658.0 HKD 4.25% Bank (Asia) 30, 2011 30, 2017 7 9 4 9 Corporation 159 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Limited 57,236,712. 57,030,567. Total -- -- -- -- -- -- 79 09 43. Bonds payable Inapplicable 44. Long term accounts payable Inapplicable 45. Special accounts payable In CNY Decrease in Beginning of Increase in End of the the Items the reporting the reporting reporting Remarks reporting period period period period Total 0.00 0.00 0.00 0.00 -- Note to special accounts payable: 46. Other non-current liabilities In CNY Items Ending book balance Opening book balance Deferred income 3,286,000.00 2,350,000.00 Total 3,286,000.00 2,350,000.00 Note to the other non-current liabilities: including various asset related and income related government subsidies and the amount at the end of the reporting period acquired in the reporting period: Statement of the deferred income: Items End of the reporting period Year beginning Fund financed for construction of enterprise technology 1,200,000.00 1,200,000.00 center (Note ①) Budget for the provincial and ministrial IUR 136,000.00 100,000.00 cooperation commissioner project(Note②) 160 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Fund for supporting implementation of standardization 300,000.00 - strategy (Note③) Money award from patent awards (note ④) 1,650,000.00 1,050,000.00 Total 3,286,000.00 2,350,000.00 Note ①: According to Document SHEN JING MAO FA [2002] No. 93, the Companys technology center has been expertised as an Enterprise Technology Center of Shenzhen and therefore it has obtained a supporting fund amounting to CNY 3,000,000 for construction of the enterprise technology center. The fund is used for purchasing equipment. The project was completed in early 2009, and the amount amortized every year is CNY 600,000.00 and the accumulative amount amortized so far is CNY 1,800,000.00.Ended June 30, 2012, the balance of the fund was CNY 1,200,000.00. Note ②: It is the specialized budget for the provincial and ministrial IUR cooperation commissioner project according to Document YUE CAI JIAO [2009] No. 138. Note ③: It is the fund for supporting implementation of standardization strategy obtained according to the Circular on Issuing the Plan of Fund for Supporting Implementation of Standardization Strategy in Shenzhen in 2011 (SHEN SHI [2012] No. 1) jointly promulgated by Market Supervision Administration of Shenzhen Municipality and Finance Commission of Shenzhen Municipality; Note ④: It is the money award from the patent awards obtained according to the Circular on Appropriation of the th Awarding Fund for 12 China Patent Awards promulgated by Intellectual Property Bureau of Guangdong Province. 47. Share Capital In CNY Increase/ decrease in the reporting period Beginning of End of the Shares the reporting Bonus reporting New issuing converted Others Sub-total period shares period from reserve Total Shares 392,767,870 0 392,767,870 48. Treasury stock Inapplicable 49. Special reserve Inapplicable 161 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 50. Capital reserve In CNY Beginning of the Increase in the Decrease in the End of the Items reporting period reporting period reporting period reporting period Capital premium (Share capital premium) 516,114,504.13 5,100,000.00 511,014,504.13 Other capital reserve 65,492,448.65 51,000,000.00 14,492,448.65 Total 581,606,952.78 0.00 56,100,000.00 525,506,952.78 51. Surplus reserve In CNY Beginning of the Increase in the Decrease in the End of the Items reporting period reporting period reporting period Reporting Period Statutory surplus reserve 131,323,437.78 131,323,437.78 Discretionary surplus 0.00 0.00 reserve Reserve fund Enterprise development fund Others Total 131,323,437.78 0.00 0.00 131,323,437.78 Note to the surplus reserve: in case of conversion of surplus reserve into share capital, making up losses or distribution of dividend, the relevant resolutions should be specified: According to the Company Law and the articles of association, the Company provides statutory surplus reserve based on 10% of the net profit. The statutory surplus reserve may no longer be provided in case its accumulative amount exceeds 50% of the Companys registered capital. 52. General risk reserve Inapplicable 53. Retained earnings In CNY Items Amount Provision or 162 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text distribution proportion Retained earnings at the end of the 343,661,076.07 -- previous year before adjustment: Adjustment: Total of the retained earnings at year beginning (adjusting up -16,139,115.49 -- +, and adjusting down -) Retained earnings at year beginning 353,534,591.20 -- after adjustment Plus: Net profit attributable to the parent 65,289,417.62 -- companys owners Less: Provision of statutory surplus reserve Provision of discretionary surplus reserve Provision of reserve against general risks Dividend of ordinary shares payable 39,276,787.00 Dividend for common shares converted Retained earnings at the end of the 353,534,591.20 -- reporting period Details of adjustment of the retained earnings at year beginning: 1) As retroactive adjustment was made according to the Enterprise Accounting Standards and its relevant new provisions, the retained earnings at year beginning was influenced by CNY 0.00. 2) Due to change of the accounting policy, the retained earnings at year beginning was influenced by CNY 0.00. 3) Due to correction of material accounting errors, the retained earnings at year beginning was influenced by CNY 0.00. 4) Due to change of the consolidation scope caused by the same control, the retained earnings at year beginning was influenced by CNY-16,139,115.49. 5} Total of other adjustments influencing the retained earnings at year beginning: CNY 0.00. Note to the retained earngings: For an IPO company, should the accumulated profit before IPO be shared by new and old shareholders through resolution of the shareholders general meeting, it should be specified; should the accumulated profit before IPO be distributed and exclusively shared by the old shareholders before IPO through resolution of the shareholders general meeting, the Company should disclose explicitly the amount of the profit in the dividend shared by the old shareholders. 163 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 54. Operating revenues and costs (1) Operating revenues and Costs In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Revenue from principal business 1,474,150,751.69 1,223,457,139.19 Revenue from other business 9,605,059.67 8,553,597.22 Operating costs 987,034,886.89 820,486,746.77 (2) Principal Businesses Based on Sectors In CNY Amount incurred in the reporting period Amount incurred in the previous period Sectors Operating revenue Operating costs Operating revenue Operating costs Commerce 1,173,543,916.34 874,237,801.34 985,226,194.66 731,589,066.51 Industry 265,901,475.21 99,165,431.92 203,826,024.40 75,610,683.70 Property operation 34,705,360.14 10,394,436.10 34,404,920.13 10,516,401.34 Total 1,474,150,751.69 983,797,669.36 1,223,457,139.19 817,716,151.55 (3) Principal Businesses Based on Products In CNY Amount incurred in the reporting period Amount incurred in the previous period Product names Operating revenue Operating costs Operating revenue Operating costs Sales of foreign top brand 1,173,543,916.34 874,237,801.34 985,226,194.66 731,589,066.51 watches Sales of FIYTA watches 265,901,475.21 99,165,431.92 203,826,024.40 75,610,683.70 Property operation 34,705,360.14 10,394,436.10 34,404,920.13 10,516,401.34 Total 1,474,150,751.69 983,797,669.36 1,223,457,139.19 817,716,151.55 (4) Principal Businesses Based on Regions In CNY Amount incurred in the reporting period Amount incurred in the previous period Regions Operating revenue Operating costs Operating revenue Operating costs 164 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Northeast China 139,682,464.71 103,378,488.35 116,211,424.07 84,771,953.67 North China 292,156,396.04 222,903,895.50 228,555,105.04 170,977,378.41 Northwest China 331,183,745.81 247,305,324.50 297,685,676.30 216,749,024.10 Southwest China 110,244,661.48 80,191,581.27 82,324,718.58 56,998,772.65 East China 182,965,167.64 130,002,925.44 148,908,755.02 104,190,737.58 South China 417,918,316.01 200,015,454.30 349,771,460.18 184,028,285.13 Total 1,474,150,751.69 983,797,669.36 1,223,457,139.19 817,716,151.55 (5) Sales Income from Top Five Customers In CNY Proportion in the Companys total sales income Customers Revenue from principal business (%) Xian Kaiyuan BELL TOWER Shop 35,584,269.64 2.4% Taiyuan International Trade 34,972,656.76 2.36% Center Shop Shop in Xidan Department 29,987,278.73 2.02% Store, Beijing Pinghetang Shop, Changsha 24,475,687.48 1.65% WEALTH Shop, Nanchang 22,550,394.94 1.52% Total 147,570,287.55 9.95% 55. Income from Contract Projects Inapplicable 56. Business Taxes and Surcharges In CNY Amount incurred in Amount incurred in Items Payment rate the reporting period the previous period Consumption tax 390,919.01 144,333.33 20% Business tax 2,186,160.79 2,288,524.23 5% Urban maintenance and 3,385,114.47 2,001,849.77 7% construction tax Education Surcharge 1,780,203.75 889,385.27 3% 165 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Resesource tax Others 591,285.49 360,472.46 Total 8,333,683.51 5,684,565.06 -- 57. Income from change of fair value In CNY Amount incurred in the reporting Amount incurred in the previous Source of income from change of fair value period period Held for trading financial assets Including: Income from change of fair value arising from derivative financial instrument Transactional monetary liabilities Investment based real estate measured based on fair value Others 0.00 0.00 Total 0.00 0.00 58. Investment income (1) Details of investment income In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Income from long term equity investment 0.00 0.00 based on cost method Income from long term equity investment 191,373.86 -48,985.48 based on equity method Investment income arising from disposal of long term equity investment Investment income acquired during the period of holding the transactional financial assets Investment income earned during the investment income period from held-to-maturity investment Investment income acquired during the period of holding the available-for-sale financial assets 166 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Investment income acquired from disposal of the transactional financial assets Investment income acquired from the held-to-maturity investment Investment income acquired during the period of holding-for-sale financial assets, etc. Others Total 191,373.86 -48,985.48 (2) Income from long term equity investment calculated based on the cost method In CNY Amount incurred in Cause of increase/decrease in Amount incurred in Investees the previous the reporting period over the the reporting period period previous period Total 0.00 0.00 -- (3) Income from long term equity investment calculated based on the equity method In CNY Amount incurred in Cause of increase/decrease in Amount incurred in Investees the previous the reporting period over the the reporting period period previous period Research Institute of Decrease of net profit of the Northwestern Polytechnical -48,985.48 investee in the reporting period University Shanghai Watch Industry Co., Increase of net profit of the 191,373.86 Ltd. investee in the reporting period Total 191,373.86 -48,985.48 -- 59. Loss from impairment of assets In CNY Amount incurred in the Amount incurred in the previous Items reporting period period I. Loss from bad debt -4,298.70 II. Loss from price falling of inventories 2,256,450.85 III. Loss from impairment of available-for-sale financial assets IV. Loss from impairment of the held-to-maturity 167 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text investment V. Loss from impairment of long-term equity investments VI. Loss from impairment of investment based real estate VII. Loss from impairment of fixed assets VIII. Loss from impairment of engineering supplies IX. Loss from impairment of construction-in-progress X. Loss from impairment of production based biological assets XI. Loss from impairment of oil and gas assets XII. Loss from impairment of intangible assets XIII. Loss from impairment of goodwill XIV. Others Total -4,298.70 2,256,450.85 60. Non-operating income (1) In CNY Amount incurred in the Amount incurred in the previous Items reporting period period Total gains from disposal of non-current asset 2,464.55 50,844.86 Including: Income from disposal of fixed assets 2,464.55 50,844.86 Income from disposal of intangible assets Income from reorganization of liabilities Benefit from non-monetary assets exchange Acceptane of donation Government subsidies 567,500.00 1,026,556.00 Others 1,271,678.10 296,965.11 Total 1,841,642.65 1,374,365.97 (2) Statement of Government Subsidies In CNY Items Amount incurred in Amount incurred in Notes 168 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text the reporting period the previous period Fund subsidy for financial support of intellectual property 100,000.00 sub-item Award of doing bigger and stronger for trade distribution 300,000.00 enterprises Development fund for medium 26,556.00 and small enterprises Quality award from Nanshan 500,000.00 District Government Science & Technology Awards 100,000.00 of Guangdong Province Financial support from implementation of 467,500.00 100,000.00 standardization strategy Total 567,500.00 1,026,556.00 -- 61.Non-operating expenses In CNY Amount incurred in the Amount incurred in the Items reporting period previous period Total loss from disposal of the non-current assets 11,895.85 487.00 Including: Loss from disposal of fixed assets 11,895.85 487.00 Loss from disposal of intangible asset Loss from debt restructuring Loss from non-monetary assets exchange External donation 90,000.00 Others 3,532.37 5,866.38 Total 105,428.22 6,353.38 62. Income tax expenses In CNY Amount incurred in the Amount incurred in the Items reporting period previous period The income tax in the reporting period calculated 22,438,602.06 30,736,895.33 according to the tax law and the relevant provisions. 169 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Adjustment of deferred income tax -5,264,777.74 -12,934,717.90 Total 17,173,824.32 17,802,177.43 63.Process of calculation of basic earnings per share and diluted earnings per share In the reporting period, there existed no potential ordinary shares with dilution in the Company. Therefore, the diluted earning per share is equal to the basic earning per share. In calculating the basic earnings per share, the current net profit attributable to shareholders of ordinary shares is: Items Amount in the Amount in the reporting period same period of the previous year Net profit attributable to the shareholders of ordinary shares 65,159,296.28 79,173,594.56 Including: Net profit attributable to continuous operation 65,159,296.28 79,173,594.56 Net profit attributable to the Companys shareholders of ordinary shares 66,121,488.44 87,145,297.28 less non-recurring gain and loss Including: Net profit attributable to continuous operation 66,121,488.44 87,145,297.28 Basic earning per share =P0÷S S= S0+S1+Si×Mi÷M0–- Sj×Mj÷M0-Sk Where: P0 is the net profit attributable to the Companys shareholders of common shares or the net profit less the non-recurring gain and loss attributable to the shareholders of common shares. S is the weighted average of ordinary shares issued externally; S0 is the total number of shares at the beginning of the reporting period; S 1 is the number of shares increased due to conversion of public reserve into share capital or dividend distribution in the reporting period; S i is the number of newly added shares from issuing new shares or shares converted from bonds in the reporting period; Sj is the number of shares decreased due to repurchase in the reporting period; Sk is the number of shares shrunk in the reporting period; M0 is the number of months in a reporting period; Mi is the accumulative monthly amount from the next month of increasing shares to the end of the reporting period; Mj is the accumulative monthly amount from the next month of decreasing shares to the end of the reporting period In calculating the earnings per share, denominator was the weighted average of ordinary shares issued outside and the calculation process is as follows: Items Amount in the Amount in the 170 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text reporting period same period of the previous year Number of ordinary shares issued outside in the previous year 392,767,870.00 280,548,479.00 Amount involved in adjustment of bonus shares and share allotment - 112,219,391.00 Number of ordinary shares issued outside at year beginning - - Plus: Number of shares of non-public designated issuing - - Weighted number of ordinary shares issued in the reporting year - - Weighted number of ordinary shares issued outside at year end 392,767,870.00 392,767,870.00 Note ①: On April 8, 2011, the Company took the total share capital of 280,548,479 shares as at December 31, 2010 as the base, converted its capital reserve into share capital at the rate of 4 shares for every 10 shares. The total volume of share capital converted was 112,219,391 shares. 64. Other comprehensive income In CNY Amount incurred in Amount incurred in Items the reporting period the previous period 1. Amount of gain/(loss) arising 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 0.00 0.00 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 Sub-total 0.00 0.00 3. Amount of gain/(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 171 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text recognized initially Sub-total 0.00 0.00 4. Conversion difference in foreign currency statements -1,485,490.34 2,071,076.23 Less: Net in disposal of overseas operation transferred to the current gain/loss Sub-total -1,485,490.34 2,071,076.23 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 0.00 0.00 Total -1,485,490.34 2,071,076.23 65. Cash Flow Statement (1) Other business related cash receipts In CNY Items Amount Commodity promotion 6,964,074.85 Government subsidies 1,306,855.26 Deposit 688,823.43 Interest income 782,438.91 Reserves 1,730,167.76 Others 1,092,618.07 Total 12,564,978.28 (2) Other business related cash payments In CNY Items Amount Rental 35,099,456.93 Advertisement 18,557,304.14 Market promotion 17,365,427.63 Supermarket expenses 15,273,730.20 Bank service charges 8,918,864.86 172 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Administrative expenses 4,875,051.47 Business travel 5,326,750.07 Water and electricity 6,810,237.83 R & D costs 6,326,203.26 Business entertainment 3,442,497.90 Transportation 1,674,696.64 Packing 4,125,184.20 Trade union budget 1,927,730.36 Post and telecommunications 1,179,005.18 Insurance premium 1,731,836.80 Remuneration to agent(s) engaged by the Company 1,501,037.00 Meeting 1,866,812.03 Repairs and maintenance 1,161,380.53 Exhibition 2,880,436.15 Automobile expenses 573,700.31 Training 1,637,048.26 Donation payment 90,000.00 Securities 428,754.37 Consulting 959,857.00 Total 143,733,003.12 (3) Cash received from other investment related activities In CNY Items Amount Total 0.00 (4) Cash paid for other investment related activities In CNY Items Amount Total 0.00 (5) Other financing related cash received In CNY Items Amount 173 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Notes payable 125,000,000.00 Total 125,000,000.00 (6) Other financing related cash paid In CNY Items Amount Collateral charge Others 1,031,250.90 Total 1,031,250.90 66. Supplementary information of the cash flow statement (1) Supplementary information of the cash flow statement In CNY Amount in the reporting Amount in the Supplementary Information period previous period 1. Net cash flows arising from adjustment of net profit into -- -- operating activities: Net profit 65,159,296.28 79,350,294.33 Plus: Provisions for impairment of assets -4,298.70 2,256,450.85 Depreciation of fixed assets, oil and gas assets, production based 16,155,014.09 12,770,594.20 biological asset Amortization of intangible assets 668,682.58 443,724.15 Long-term expenses to be apportioned 29,139,237.95 19,274,937.49 Loss (gain is stated with “-“) from disposal of fixed assets, 9,431.30 -50,357.86 intangible assets and other long term assets Loss on scrapping of fixed assets (gain is stated with “-“) Loss from change of fair value (gain is stated with “-“) Financial expenses (gain is stated with “-“) 51,135,088.70 28,388,012.25 Investment loss (gain is stated with “-“) -191,373.86 48,985.48 Decrease of deferred income tax asset (increase is stated with -5,264,777.74 -13,136,234.66 “-“) Increase of deferred income tax asset (decrease is stated with 0.00 201,516.76 “-“) Decrease of inventories (increase is stated with “-“) -157,959,058.31 -235,695,986.96 Decrease of operative items receivable (Increase is stated with -76,634,180.16 -51,213,146.88 174 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text “-“) Increase of operative items payable (Decrease is stated with “-“) -15,560,265.76 50,712,640.88 Others Net cash flow arising from operating activities -93,347,203.62 -106,648,569.97 2. Significant investment and fund-raising activities with no cash -- -- income and expenses involved: Capital converted from liabilities Convertible company bonds due within a year Fixed assets rented through financing 3. Net change in cash and cash equivalents: -- -- Ending cash balance 210,307,884.08 664,455,817.52 Less: Opening cash balance 179,972,430.02 307,299,990.92 Plus: Ending balance of cash equivalent 0.00 0.00 Less: Opening balance of cash equivalent 0.00 0.00 Net increase in cash and cash equivalents 30,335,454.06 -357,155,826.60 (2) Information concerning acquisition or disposal of subsidiaries and other operating units in the reporting period In CNY Amount incurred in Amount incurred in Supplementary information the reporting period the previous period I. Information on acquisition of subsidiaries and other operating units: -- -- I. Price for acquisition of subsidiaries and other operating units 2. Cash and cash equivalents for acquisition of subsidiaries and other operating units Less: Cash and cash equivalents held by subsidiaries and other operating units 3. Net cash paid for acquisition of subsidiaries and other operating 0.00 0.00 units 4. Acquisition of net assets from subsidiaries 0.00 0.00 Current assets Non-current assets Current liabilities Non-current liabilities II. Information on disposal of subsidiaries and other operating units: -- -- 175 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text I. Price for disposal of subsidiaries and other operating units 2. Cash and cash equivalents for disposal of subsidiaries and other operating units Less: Cash and cash equivalents held by subsidiaries and other operating units 3. Net cash received from disposal of subsidiaries and other operating 0.00 0.00 units. 4. Disposal of net assets from subsidiaries 0.00 0.00 Current assets Non-current assets Current liabilities Non-current liabilities (3) Composition of cash and cash equivalents In CNY Beginning of the reporting Items End of the reporting period period I. Cash 210,307,884.08 179,972,430.02 Incl: Cash in hand 677,749.44 588,590.81 Bank deposit available for payment at any time 209,559,779.51 179,370,584.08 Other monetary fund used for payment at any 70,355.13 13,255.13 time Fund deposited with the central bank used for payment Due from banks Inter-bank lending/borrowing II. Cash equivalents 0.00 0.00 Including: Bond investment due within three months III. Ending balance of cash and cash equivalents 210,307,884.08 179,972,430.02 176 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 67. Note to items in the statement of change in owner’s equity Inapplicable (VIII) Accounting treatment of asset securitization business 1. Description of arrangement of the major asset securitization businesses, their accounting treatment and bankruptcy isolation articles Inapplicable 2. About the special purpose principal with no control power but substantially undertaking the Company’s risks Inapplicable (IX) Related parties and related transactions 1. About the Company’s Parent In CNY Proporti Voting on of the power Compan proporti The ys on of the Compan Place of Legal Register Organiz Relation Enterpri Busines Currenc shares parent ys Parent Registra represe ed ation ship se type s nature y held by compan eventual tion ntative: capital Code the y over controlle parent the r compan Compan y (%) y (%) Investin g and initiating entities, China CATIC domesti National Shenzh Controlli Wu c Aviation en ng Compan Shenzh 673,367 219351 Guangq commer CNY 41.49% 41.49% Industry Holding sharehol y limited en ,100.00 229 uan ce, Group s der goods Corpora Limited and tion material s supply and 177 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text sales Note to the Companys Parent: The equity proportion in CATIC Shenzhen held by China National Aero-Technology Corporation Shenzhen is 58.77%. China National Aero-Technology Corporation Shenzhen is a solely funded subsidiary of AVIC International Holding Corporation (AVIC International). Aviation Industry Corporation of China directly holds 62.52% equity in AVIC International. Therefore, the Companys eventual controller is Aviation Industry Corporation of China. 178 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 2. About the Subsidiaries In CNY Holding Proportion of Place of Legal Business Registered Organization Full Names of Subsidiaries Subsidiary type Enterprise type Currency proportions voting power Registration representative: nature capital Code (%) (%) Shenzhen Harmony World Controlled Company Shenzhen Xu Dongsheng Commerce 600,000,000.00 CNY 100% 100% 279313935 Watches Center Co., Ltd. subsidiary limited Shenzhen FIYTA Controlled Company Sophisticated Timepieces Shenzhen Xu Dongsheng Manufacture 10,000,000.00 CNY 100% 100% 715210802 subsidiary limited Manufacture Co., Ltd. Shenzhen World Watches Controlled Company Shenzhen Fang Juan Commerce 2,800,000.00 CNY 50% 50% 192236228 Center Co., Ltd. subsidiary limited Controlled Company FIYTA Hong Kong Limited Hong Kong - Commerce 65,060,000.00 HKD 100% 100% 37954781 subsidiary limited Controlled Company 68-Station Limited Hong Kong - Commerce 3,800,000.00 HKD 60% 60% 50994724 subsidiary limited Harbin World Watches Controlled Company Harbin Lu Bingqiang Commerce 500,000.00 CNY 100% 100% 127592103 Distribution Co., Ltd. subsidiary limited Beijing Henglianda Controlled Company Beijing Fang Juan Commerce 30,000,000.00 CNY 100% 100% 775466877 Timepiece Co., Ltd. subsidiary limited Shenzhen FIYTA Technology Controlled Company Shenzhen Xu Dongsheng Manufacture 10,000,000.00 CNY 100% 100% 69396758X Development Co., Ltd. subsidiary limited Shenzhen Symphony Controlled Company Shenzhen Xu Dongsheng Commerce 5,000,000.00 CNY 100% 100% 697108950 Trading Co., Ltd. subsidiary limited 179 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Shenzhen Harmony Culture Controlled Company Shenzhen Fang Juan Commerce 500,000.00 CNY 100% 100% 562782024 Communication Co., Ltd. subsidiary limited Emile Chouriet (Shenzhen) Controlled Company Shenzhen Lu Bingqiang Commerce 5,000,000.00 CNY 100% 100% 550312818 Co., Ltd. subsidiary limited Harmony World Watches Controlled Company 53289178-000-11- Hong Kong - Commerce 10,000,000.00 HKD 100% 100% International Limited subsidiary limited 10-4 Controlled Company FIYTA Sales Co., Ltd. Shenzhen Xu Dongsheng Commerce 50,000,000.00 CNY 100% 100% 57476869-2 subsidiary limited 180 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 3. Joint Ventures and Associates In CNY Proportio Proportion n of the Total of the Company Total business Net profit Place of Legal shares Total Total net Enterprise Business Registere s voting liabilities income in in the Relations Organizati Investees Registrati represent Currency held by assets at asset at type nature d capital power in at year the reporting hip on Code on ative: the year end year end the end reporting period Company investee period (%) (%) I. Joint -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- venture II. Associate -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- s Shanghai Dong Watch Company Manufact 15,350,00 74,500,15 4,420,187 70,079,96 23,039,05 765,495.4 13465765 Shanghai Guozhan CNY 25% 25% Associate Industry limited ure 0.00 4.65 .14 7.51 3.58 2 7 g Co., Ltd. 181 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 4. The Company’s other related parties Other related parties Relationship with the Company Organization Code Shenzhen CATIC Property Management under the control of the same party 19219400-5 Co., Ltd. (CATIC Property) Shenzhen CATIC Building Equipment Co., under the control of the same party 743201073 Ltd. (CATIC Building) Rainbow Supermarket Co., Ltd. (Rainbow under the control of the same party 618842912 Supermarket) Shennan Circuit Co., Ltd. (Shennan Circuit) Associate of a controlled subsidiary 192195761 Shenzhen CATIC Monitor Technology Co., under the control of the same party 689407061 Ltd. (CATIC Monitor) CATIC Real Estate under the control of the same party 279340845 Shenzhen Makway Cable TV Equipment under the control of the same party 618810902 Co., Ltd. (Makway) CATIC Securities Co., Ltd. (CATIC under the control of the same party 741986153 Securities) Shenzhen Grand Skylight Hotel Management Co., Ltd. (Hotel under the control of the same party 76197033-5 Management) Shenzhen CATIC Nanguang Elevator Co., under the control of the same party 192350741 Ltd. (CATIC Nanguang) Shenzhen CATIC CITY Property Development Co., Ltd. (CATIC CITY under the control of the same party 676667833 Property) Shenzhen CATIC CITY Development under the control of the same party 192194005 Co., Ltd. (CATIC CITY Development) CATIC Land Development Co., Ltd. under the control of the same party 661015568 (CATIC Land) CATIC Guanlan Real Estate Development under the control of the same party 763495945 Co., Ltd. (Guanlan Rea Estate) CATIC Changtai Investment Development Co., Ltd. (CATIC under the control of the same party 732047808 Changtai) Shenzhen CATIC Construction Supervision under the control of the same party 192309191 Co., Ltd. (CATIC Construction Supervision) Shenzhen CATIC Jiufang Assets under the control of the same party 580064616 Management Co., Ltd. (Jiufang Assets) 182 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text CATIC Trust Co. under the control of the same party 158265930 Ganzhou CATIC Real Estate Development under the control of the same party 664794739 Co., Ltd. (Ganzhou CATIC Real Estate) Shenzhen CATIC Decoration Design under the control of the same party 192268123 Engineering Co., Ltd. (CATIC Decoration) Zhonghang Electronic Measuring under the control of the same party 74501611-1 Instruments Co., Ltd Xian Zhongfei Aviation Testing Technology under the control of the same party 71017615-8 Development Co., Ltd. 5. Related transactions (1) Statement of Commodities Purchased and Labor Services Received In CNY Amount incurred in the reporting Amount incurred in the previous period period Proporti Proporti Pricing of related on in the on in the Description of Related transactions and Related Parties amount amount Transactions decision making Amount of the Amount of the procedures similar similar transacti transacti ons (%) ons (%) CATIC Property Property management Contract price 592,852.33 100% 724,888.81 100% Ganzhou CATIC Real Estate Rent Contract price 337,664.80 1% Development Co., Ltd. Rainbow Franchise counter Contract price 10,622,443.66 5.92% 8,311,541.70 5.7% Supermarket sales costs Statement of Sales of Goods and Supply of Labor Services In CNY Description of Related Pricing of related Amount incurred in the reporting Amount incurred in the previous Related Parties Transactions transactions and period period 183 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text decision making Proporti Proporti procedures on in the on in the amount amount Amount of the Amount of the similar similar transacti transacti ons (%) ons (%) Aviation Industry Sale of products Contract price 3,886,999.48 0.26% 15,180,771.29 1.28% Corporation Rainbow Sale of products Contract price 36,158,164.63 2.45% 30,948,455.36 2.61% Supermarket SHENNAN Circuit Sales of raw materials Contract price 790,736.23 0.05% 1,232,428.48 12.07% (2) Related trust/contract Inapplicable (3) Related Leases Statement of leases In CNY Lease Influence Amount Basis for income of the Lease Lease Leased Leased involved in determinin recognized lease Lessor Lessees starting termination asset assets the leased g the lease in the income date date assets income reporting upon the period Company CATIC The May 16, May 15, Contract 992,214.0 Lease Real Housing Company 2012 2015 price 0 income Estate The February May 30, Contract 265,586.0 Lease Makway Housing Company 1, 2012 2013 price 0 income The CATIC October September Contract 1,180,080. Lease Housing Company Property 1, 2007 30, 2012 price 00 income The CATIC September September Contract 447,300.0 Lease Housing Company Securities 16, 2007 15, 2012 price 0 income CATIC The May 16, May 15, Contract Lease CITY Housing 10,890.00 Company 2012 2015 price income Property The CATIC City May 16, May 15, Contract Lease Housing 10,890.00 Company Developm 2012 2015 price income 184 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text ent GUANLAN The May 16, May 15, Contract Lease Real Housing 43,560.00 Company 2012 2015 price income Estate The CATIC May 16, May 15, Contract 627,264.0 Lease Housing Company Changtai 2012 2015 price 0 income Grand The August 1, July 31, Contract 1,750,000. Lease Skylight Housing Company 2009 2012 price 00 income Hotel Co. Rainbow The May 1, April 30, Contract 183,000.0 Lease Supermark Housing Company 2010 2013 price 0 income et CATIC The May 16, May 15, Contract Lease Supervisio Housing 87,120.00 Company 2012 2015 price income n Co. CATIC Real The Property May 16, May 15, Contract Lease Estate 43,923.00 Company lease 2012 2015 price income Developm ent The Jiufang July 19, June 30, Contract 181,818.0 Lease Housing Company Assets Co. 2011 2013 price 0 income Grand The May 16, May 15, Contract 118,203.0 Lease Skylight Housing Company 2012 2015 price 0 income Hotel Co. Statement of Tenancies Inapplicable (4) Related guarantee In CNY Amount in Guarantee starting Has the guarantee Guarantor Guarantee Expiry of guarantee guarantee date been implemented? FIYTA Hong Kong The Company 28,054,194.50 September 6, 2011 September 5, 2013 No Limited FIYTA Hong Kong The Company 28,054,194.50 August 10, 2011 August 10, 2013 No Limited The Company HARMONY: 60,000,000.00 June 26, 2012 June 1, 2014 No Manufacture Co. FIYTA Technology 30,000,000.00 December 26, 2011 December 25, 2012 No 185 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text CATIC Shenzhen The Company 450,000,000.00 October 26, 2011 October 26, 2013 No CATIC Shenzhen The Company 200,000,000.00 July 1, 2011 June 20, 2013 No CATIC Shenzhen The Company 150,000,000.00 April 25, 2012 March 25, 2013 No CATIC Shenzhen The Company 100,000,000.00 January 16, 2012 January 16, 2013 No CATIC Shenzhen The Company 100,000,000.00 October 12, 2011 October 11, 2013 No CATIC Shenzhen The Company 60,000,000.00 August 8, 2011 August 7, 2013 No CATIC Shenzhen The Company 50,000,000.00 December 1, 2009 December 1, 2012 No Note to related guarantees: Ended June 30, 2012, the Group obtained a guarantee quota offered from CATIC Shenzhen amounting to CNY 1,110,000,000.00 for its short term borrowings amounting to CNY 990,000,000.00 and long term borrowings amounting to CNY 106,008,389.00 with total sum of CNY 1,096,008,389.00. (5) Lending and Borrowing with Related Parties Inapplicable (6) Assets assignment and debt restructuring transactions with the related parties Inapplicable (7) Other Related Transactions The Company accepted 25% equity in Shanghai Watch Industry Co., Ltd. from CATIC Investment. Ended June 30, 2012, the Company paid equity assignment consideration amounting to CNY 40,300,250.00 to Beijing Equity Exchange Co., Ltd. and completed the procedures for change of the equity. The Company accepted 100% equity in Hengdarui from CATIC Trust. Ended June 30, 2012, the Company paid equity assignment consideration amounting to CNY 56,100,000.00 and completed the procedures for change of equity. 6. Receivables from and Payables to the Related Parties Receivables from the related parties In CNY Amount at the end of the reporting Amount at the beginning of the Description Related Parties period reporting period Accounts receivable: Rainbow 2,229,771.46 557,386.05 Supermarket AVIC 68,223.00 612,683.00 186 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text SHENNAN Circuit 787,374.33 1,594,705.04 Zhonghang Electronic 40,748.00 Measuring Instruments Co., Ltd Xian Zhongfei Aviation Testing Technology 2,000,000.00 Development Co., Ltd. Total 5,126,116.79 2,764,774.09 Advance payment: CATIC Trust 28,050,000.00 CATIC Decoration 132,000.00 Total 28,182,000.00 Other receivables: Shenzhen CATIC Enterprise Group 189,600.00 Training Center CATIC Monitor 102,500.00 102,500.00 Ganzhou CATIC 122,665.60 122,665.60 Real Estate Co. Rainbow 113,401.60 79,951.60 Supermarket Total 528,167.20 305,117.20 Payables to the related parties In CNY Amount at the end of the Amount at the beginning Description Related Parties reporting period of the reporting period Advance receipts: AVIC 630,204.50 515,296.00 Rainbow Supermarket 28,110.64 Total 630,204.50 543,406.64 Other payables: CATIC Building 8,227.10 8,227.10 CATIC Nanguang 3,354.90 3,354.90 CATIC Property 146,792.85 187 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Management CATIC Real Estate 37,700.00 85,800.00 Development CATIC CITY Property 107,280.00 CATIC City Development 107,280.00 CATIC Securities 150,000.00 150,000.00 Makway 64,602.00 64,602.00 CATIC Real Estate 424,800.00 424,800.00 CATIC Changtai 221,712.00 Investment Development Rainbow Supermarket 60,000.00 82,234.87 Research Institute of Northwestern 1,350,000.00 Polytechnical University Shenzhen CATIC Enterprise Group 39,600.00 Training Center Total 1,156,788.85 2,383,578.87 188 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (X)Share-based payment 1. General of share-based payment Inapplicable 2. Share-based payment settled by equity Inapplicable 3. Share-based payment settled by cash Inapplicable 4. Share-based payment for services Inapplicable 5. Amendment and termination of share-based payment Inapplicable (XI) Contingencies 1. Contingent liabilities arising from unsettled lawsuits/arbitration and the influence upon the finance Inapplicable 2. Contingent liabilities resulted from debt guarantee offered by other organizations and the financial influence Inapplicable (XII) Commitments 1. Important Commitments The irrevocable operating lease contracts executed between the Group and external parties by the balance sheet day are as follows: End of the Reporting Items Year beginning Period Minimum rental payment for irrevocable operating lease: 189 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text st 1 year after the Balance Sheet Day 16,596,975.70 48,365,970.37 nd 2 year after the Balance Sheet Day 44,332,818.00 37,813,993.80 rd 3 after the Balance Sheet Day 30,668,934.00 24,037,408.33 Subsequent years 36,211,497.00 25,739,708.33 Total 127,810,224.70 135,957,080.83 2. Implementation of the commitments in the previous period(s) Inapplicable 190 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (XIII) Sequential Events after the Balance Sheet Day 1. Note to important sequential events after the balance sheet day Inapplicable 2. Note to profit distribution after the balance sheet day Inapplicable 3. Note to other sequential events after the balance sheet day Inapplicable (XIV) Note to Other Important Matters 1. Non-monetary assets exchange Inapplicable 2. Debt restructuring Inapplicable 3. Enterprise Consolidation The 29th Meeting of the Sixth Board of Directors of FIYTA Holdings Ltd. held on December 14, 2011 approved Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. and the Extraordinary Shareholders Meeting held on January 4, 2012 reviewed and approved the Proposal on Acquisition of the Equity in Liaoning Hengdarui Commerce & Trade Co., Ltd. by Shenzhen Harmony World Watches Center Co., Ltd. According to the Agreement on Assignment of the Equity to the Third Party and the Contract on Equity Assignment, the Company paid CNY 28.05 million, the balance of the payment for the equity acquired equal to 50% of the total payment in February, 2012; the total payment involved in the equity acquisition was CNY 56.10 million. By then, the Company had finished acquisition of 100% equity in Hengdarui. As the three parties participated in the assignment of the equity, namely the Company, China National Aero-Technology Corporation Shenzhen, the Companys actual controlling shareholder, and CATIC Trust Co., Ltd. are related parties. Therefore, in the reporting period, Hengdarui, as an enterprise under common control, has been included in the consolidated statement range and the consolidation date was February 28, 2012. According to the requirements of the enterprise accounting standards concerning consolidation of enterprises under the common control, the Company made retroactive adjustment on the data at the year beginning and the data of the same period of the previous year. 4. Lease Inapplicable 191 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 5. Oustanding convertible financial instruments at the end of the reporting period Inapplicable 6. Main contents and significant change of the annuity plan Inapplicable 7. Other important matters necessary to be disclosed (XV) Notes to the principal items on the parent company’s financial statements 1. Accounts receivable (1) Accounts receivable In CNY End of the Reporting Period Beginning of the reporting period Book balance Bad debt reserve Book balance Bad debt reserve Categories Pro Propo Propo Propo porti Amount Amount rtion Amount rtion Amount rtion on (%) (%) (%) (%) Accounts receivable with significant single amount 4.69 10,988,318.49 10,988,318.49 100% 10,988,318.49 5.47% 10,988,318.49 100% and provision of bad debt % reserve on individual basis Accounts receivable for which bad debt reserve has been provided based on the grouping Grouping based on the 2.87 6,732,834.69 364,221.52 5.41% 6,339,107.00 3.16% 368,520.22 5.81% accounting age % Grouping of the 184,408,417.4 78.6 151,354,145.5 75.33 0.00 0% 0.00 0% designated accounts 3 9% 1 % 191,141,252.1 81.5 157,693,252.5 78.49 Sub-total of Groupings 364,221.52 0.19% 368,520.22 0.23% 2 6% 1 % Accounts receivable with insignificant single amount 13.7 16.04 32,229,445.53 32,229,445.53 100% 32,229,445.53 32,229,445.53 100% and provision of bad debt 5% % reserve on individual basis 234,359,016.1 200,911,016.5 Total -- 43,581,985.54 -- -- 43,586,284.24 -- 4 3 192 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Note to the categories of accounts receivable: Accounts receivable with significant single amount and provision of bad debt reserve on individual basis at the end of the reporting period In CNY Description of accounts receivable Book Balance Bad debt reserve Provision proportion Provision reason Beijing Urban/Rural Trade Center Co., Ltd. 2,033,710.15 2,033,710.15 100% Unrecoverable Qingdao Handry Timepieces, Glasses and 1,298,215.01 1,298,215.01 100% Unrecoverable Jewelry Co. Timepieces and Sewing Machine Wholesale Station of Yingkou General 982,604.03 982,604.03 100% Unrecoverable Merchandise Co. Jilin Timepieces and Photographic 890,387.77 890,387.77 100% Unrecoverable Paraphernalia Wholesale Co. Siping No. 1 Department Store 823,302.04 823,302.04 100% Unrecoverable Anshan Timepieces and Photographic 807,815.02 807,815.02 100% Unrecoverable Equipment Co. Others 4,152,284.47 4,152,284.47 100% Unrecoverable Total 10,988,318.49 10,988,318.49 -- -- In the grouping, the accounts receivable for which the bad debt reserve is provided based on the age analysis In CNY End of the reporting period Beginning of the reporting period Book Balance Book Balance Age Propo Propo Bad debt reserve Bad debt reserve Amount rtion Amount rtion (%) (%) Within 1 year Including: -- -- -- -- -- -- Sub-toal 78.95 89.77 5,315,290.92 281,656.58 5,627,353.57 285,955.28 within 1 year % % 16.85 10.78 1 to 2 years 1,134,631.86 68,327.94 683,279.43 68,327.94 % % 2 to 3 years 282,911.91 4.2% 14,237.00 28,474.00 0.45% 14,237.00 Over 3 0.00 0% 0.00 0.00 0% 0.00 years 3 to 4 years 193 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 4 to 5 years Over 5 years Total 6,732,834.69 -- 364,221.52 6,339,107.00 -- 368,520.22 In the grouping, the account receivable for which reserve for bad debt is provided based on balance percentage: Inapplicable In the grouping, the accounts receivable for which the bad debt reserve is provided based on the other method: In CNY Grouping Description Book balance Bad debt reserve Grouping of the designated accounts 184,408,417.43 0.00 Total 184,408,417.43 0.00 At the end of the reporting period, accounts receivable with insignificant single amount and provision of bad debt reserve on individual basis In CNY Description of accounts Book Balance Bad debt reserve Provision proportion Provision reason receivable Doubtful accounts/bad 32,229,445.33 32,229,445.33 100% Unrecoverable debt Total 32,229,445.53 32,229,445.53 100% -- (2) Accounts receivable reversed or recovered in the reporting period Inapplicable (3) The accounts receivable actually written-off in the reporting period Inapplicable (4) The account receivable from the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period. Inapplicable (5) Type or description of the other receivables with bigger amount Inapplicable (6) Top five debtors of the accounts receivable In CNY 194 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Proportion in the total of Relationship with the Company names Amount Years the accounts receivable Company (%) FIYTA Sales Co., Ltd. Subsidiary 184,559,559.21 Within 1 year 78.75% Shenzhen Huizheng Non-Related Party 4,669,689.89 Within 1 year 1.99% E-commerce Co., Ltd. Beijing Urban/Rural Non-Related Party 2,033,710.15 Over 3 years 0.87% Trade Center Co., Ltd. Qingdao Handry Timepieces, Glasses and Non-Related Party 1,298,215.01 Over 3 years 0.55% Jewelry Co. Timepieces and Sewing Machine Wholesale Station of Yingkou Non-Related Party 982,604.03 Over 3 years 0.42% General Merchandise Co. Total -- 193,543,778.29 -- 82.58% (7) Accounts due from related parties In CNY Proportion in the total of the Company names Relationship with the Company Amount accounts receivable (%) FIYTA Sales Co., Ltd. Subsidiary 184,559,559.21 78.75% Aviation Industry Corporation the Companys actual controller 68,223.00 0.03% Rainbow Supermarket Under the same control 25,589.29 0.01% Harmony Subsidiary 12,827.74 0.01% One of the controlling Henglianda shareholders subsidiaries 1,279.20 0% Total -- 184,667,478.40 78.8% 195 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (8) Amount of the accounts receivable transferred not in compliance with the conditions of terminating confirmation Inapplicable (9) For securitization on the assets of accounts receivable, it is necessary to summarize the relevant transaction arrangement Inapplicable 2. Other receivables (1) Other receivables In CNY End of the reporting period Beginning of the reporting period Book Balance Bad debt reserve Book Balance Bad debt reserve Categories Pro Pro Pro Pro porti porti porti porti Amount Amount Amount Amount on on on on (%) (%) (%) (%) Other receivables with significant single amount and 0.18 100 0.25 100 2,215,684.09 2,215,684.09 2,215,684.09 2,215,684.09 provision of bad debt reserve % % % % on individual basis Other receivables for which bad debt reserve has been provided based on the grouping Grouping based on the 0.18 12.7 0.14 21.5 2,139,434.81 273,027.10 1,264,828.33 273,027.10 accounting age % 6% % 9% Grouping of the designated 99.5 99.4 1,214,815,527.07 0.00 0% 878,560,687.66 0.00 0% accounts 2% 4% 99.7 0.02 99.5 0.03 Sub-total of Groupings 1,216,954,961.88 273,027.10 879,825,515.99 273,027.10 % % 8% % Other receivables with insignificant single amount 0.12 100 0.17 100 1,480,064.11 1,480,064.11 1,480,064.11 1,480,064.11 and provision of bad debt % % % % reserve on individual basis Total 1,220,650,710.08 -- 3,968,775.30 -- 883,521,264.19 -- 3,968,775.30 -- Other receivables with significant single amount and provision of bad debt reserve on individual basis at the end of the 196 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text reporting period In CNY Other receivables Book Balance Amount of bad debt Provision proportion Reasons Shenzhen New Longtai 1,573,876.89 1,573,876.89 100% Unrecoverable Industrial Co. Ltd. Zhuangtu Commodities 641,807.20 641,807.20 100% Unrecoverable Trading Center Total 2,215,684.09 2,215,684.09 -- -- In the combination, other receivables for which the bad debt reserve is provided based on the age analysis: In CNY End of the reporting period Beginning of the reporting period Book Balance Book Balance Age Propo Propo Bad debt reserve Bad debt reserve Amount rtion Amount rtion (%) (%) Within 1 year Including: -- -- -- -- -- -- Sub-toal within 59.29 40.69 1,268,515.38 25,726.99 514,539.90 25,726.99 1 year % % 11.13 1 to 2 years 238,131.00 30,486.41 304,864.10 24.1% 30,486.41 % 2 to 3 years 187,364.10 8.76% 8,847.70 29,492.33 2.33% 8,847.70 20.82 32.88 Over 3 years 445,424.33 207,966.00 415,932.00 207,966.00 % % 3 to 4 years 4 to 5 years Over 5 years Total 2,139,434.81 -- 273,027.10 1,264,828.33 -- 273,027.10 In the combination, other account receivable for which reserve for bad debt is provided based on balance percentage: Inapplicable In the combination, other receivable for which the bad debt reserve is provided based on other method: In CNY Grouping Description Book Balance Bad debt reserve Grouping of the designated accounts 1,214,815,527.07 0.00 197 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Total 1,214,815,527.07 0.00 Other receivables with insignificant single amount and provision of bad debt reserve on individual basis at the end of the reporting period In CNY Other receivables Book Balance Bad debt reserve Provision proportion Provision reason Rent 814,950.63 814,950.63 100% Unrecoverable Borrowings 400,000.00 400,000.00 100% Unrecoverable Reserve for individuals of 156,020.47 156,020.47 100% Unrecoverable service termination Equity assignment consideration 109,093.01 109,093.01 100% Unrecoverable Total 1,480,064.11 1,480,064.11 100% -- (2) Other receivables reversed or recovered in the reporting period Inapplicable (3) Other receivables actually written-off in the reporting period Inapplicable (4) Other receivables from the shareholder holding 5% (including 5%) of the Company’s voting shares in the reporting period. Inapplicable (5) Type or description of the other payables with bigger amount Inapplicable (6) Top Five Debtors of the Other Receivables In CNY Proportion in the total Relationship with the Company names Amount Years of the other Company receivables (%) Harmony Subsidiary 1,059,738,317.37 Within 1 year 86.82% FIYTA Sales Co. Subsidiary 70,520,391.69 Within 1 year 5.78% 198 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text One of the controlling Emile Chouriet shareholders 35,183,755.25 Within 1 year 2.88% (Shenzhen) subsidiaries Trade Co. Subsidiary 23,524,075.27 Within 1 year 1.93% FIYTA Technology Subsidiary 13,497,275.43 Within 1 year 1.11% Total -- 1,202,463,815.01 -- 98.51% (7) Other receivables from related parties In CNY Relationship with the Proportion in the total of the Company names Amount Company other receivables (%) Harmony Subsidiary 1,059,738,317.37 86.82% FIYTA Sales Co. Subsidiary 70,520,391.69 5.78% Emile Chouriet One of the controlling 35,183,755.25 2.88% (Shenzhen) shareholders subsidiaries Trade Co. Subsidiary 23,524,075.27 1.93% FIYTA Technology Subsidiary 13,497,275.43 1.11% Manufacture Co. Subsidiary 7,274,124.11 0.6% FIYTA Hong Kong Limited Subsidiary 1,147,471.00 0.09% Under the control of the CATIC Monitor 102,500.00 0.01% same party Shenzhen CATIC under the control of the Enterprise Group Training 150,000.00 0.01% same party Center Total -- 1,211,137,910.12 99.22% 199 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (8)Amount of the other receivables transferred not in compliance with the conditions of terminating confirmation Inapplicable (9) For securitization on the assets of other receivables, it is necessary to summarize the relevant transaction arrangement Inapplicable 3. Long-term equity investment In CNY Note to inconsis tence of Percent percenta Provisio Voting age of ge of n Cash power Accounti Initial Increase equity in equity Impairm reserve dividend Investee Opening Ending percenta ng investm /Decrea the in the ent provided in the s balance balance ge in the method ent cost se investee investee reserve in the reportin investee (%) s with reportin g period (%) Voting g period power percenta ge Harmon Cost 601,307 601,307 601,307 0.00 100% 100% y method ,200.00 ,200.00 ,200.00 World Cost 1,400,0 1,400,0 1,400,0 Watches 0.00 50% 100% method 00.00 00.00 00.00 Center Harbin Cost 125,000 125,000 125,000 0.00 100% 100% Co. method .00 .00 .00 Manufac Cost 9,000,0 9,000,0 9,000,0 75,960, 0.00 100% 100% ture Co. method 00.00 00.00 00.00 140.05 FIYTA Cost 10,000, 10,000, 10,000, Technol 0.00 100% 100% method 000.00 000.00 000.00 ogy FIYTA Hong Cost 55,367, 55,367, 55,367, 0.00 100% 100% Kong method 520.00 520.00 520.00 Limited 200 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Trade Cost 5,000,0 5,000,0 5,000,0 0.00 100% 100% Co. method 00.00 00.00 00.00 Northwe stern Polytech nical Universi Cost 1,350,0 1,863,5 -300,00 1,563,5 ty 45% 50% method 00.00 72.76 0.00 72.76 Shenzh en Researc h Institute Xian Tangche Cost 85,000. 85,000. 85,000. ng Joint 0.00 0.1% 0.1% method 00 00 00 Stock Co., Ltd. Shenzh en CATIC Cost 300,000 300,000 300,000 300,000 Culture 0.00 15% 15% method .00 .00 .00 .00 Commu nication Co., Ltd. FIYTA Cost 50,000, 50,000, 50,000, Sales 0.00 100% 100% method 000.00 000.00 000.00 Co. Shangh ai Watch Equity 40,300, 40,491, 40,491, Industry 0.00 25% 25% method 250.00 623.86 623.86 Co., Ltd., 774,234 734,448 40,191, 774,639 300,000 75,960, Total -- -- -- -- ,970.00 ,292.76 623.86 ,916.62 .00 140.05 4. Operating Income and Cost (1) Operating income and cost In CNY Items Amount incurred in the reporting period Amount incurred in the previous period 201 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Income from principal businesses 78,724,691.50 226,264,903.90 Income from other businesses 4,135,571.06 3,156,792.71 Operating costs 46,268,068.51 108,169,866.25 (2) Principal business (based on sectors) In CNY Amount incurred in the reporting period Amount incurred in the previous period Sectors Revenues Operating costs Revenues Operating costs FIYTA watches 44,019,331.36 31,755,058.40 191,859,983.77 95,045,040.40 Lease of property 34,705,360.14 10,394,436.10 34,404,920.13 10,516,401.34 Total 78,724,691.50 42,149,494.50 226,264,903.90 105,561,441.74 (3) Principal business (based on products) Inapplicable (4) Principal business (based on regions) In CNY Amount incurred in the reporting period Amount incurred in the previous period Regions Revenues Operating costs Revenues Operating costs South China 76,348,764.95 37,004,205.13 104,662,623.46 42,826,487.92 East China 0.00 0.00 30,067,203.18 15,443,592.46 North China 266,952.19 174,799.51 27,379,914.83 13,649,678.30 Northwest China 1,750,000.00 4,735,434.50 22,932,699.13 11,663,574.71 Northeast China 0.00 0.00 22,023,685.70 12,310,285.01 Southwest China 358,974.36 235,055.36 19,198,777.60 9,667,823.34 Total 78,724,691.50 42,149,494.50 226,264,903.90 105,561,441.74 (5) Operating income from the company’s top five customers In CNY Proportion in the Companys Total Customers Total operating income Operating Income (%) Shenzhen Tencent Computer System Co., Ltd. 12,057,202.50 14.55% 202 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Shenzhen Huizheng E-commerce Co., Ltd. 6,319,578.72 7.63% Chow Tai Fook Jewellery (Shenzhen) Co., Ltd. 6,288,888.89 7.59% Industrial and Commercial Bank of China Limited 1,321,900.80 1.6% Shenzhen YouLiFeng Self-help Kara OK Recreation Supermarket Co., Ltd. 1,313,442.00 1.59% Total 27,301,012.91 32.95% 5. Return on investment (1) Details of return on investment In CNY Amount incurred in the Items Amount incurred in reporting period the previous period Return on long term equity investment based on cost method 75,960,140.05 34,187,130.93 Return on long term equity investment based on equity method 191,373.89 -48,985.48 Return on investment from disposal of long-term equity investment Return on investment obtained during the holding of the transactional financial assets Return on investment obtained during the holding of the holding-to-maturity investment Return on investment obtained during the available-for-sale financial assets Return on investment obtained from disposal of transactional financial assets Return on investment from the held-to-due investment Return on investment obtained from the available-for-sale financial assets Others Total 76,151,513.91 34,138,145.45 (2) Income from long term equity investment calculated based on the cost method In CNY Amount incurred in the Amount incurred in Cause of increase/decrease in the Investees reporting period the previous period reporting period over the previous period Increase of net profit of the investee in Manufacture Co. 75,960,140.05 30,786,321.10 the reporting year FIYTA Technology 0.00 3,400,809.83 Retained dividend in the reporting period Total 75,960,140.05 34,187,130.93 -- 203 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text (3) Income from long term equity investment calculated based on the equity method In CNY Amount incurred in the Amount incurred in Cause of increase/decrease in the Investees reporting period the previous period reporting period over the previous period Northwestern Polytechnical University 0.00 -48,985.48 Equity assignment Shenzhen Research Institute Equity purchase completed in the Shanghai Watch Industry Co., Ltd. 191,373.86 0.00 reporting period Total 191,373.89 -48,985.48 -- 6. Supplementary information of the cash flow statement In CNY Supplementary Information Amount in the reporting period Amount in the previous period 1. Net cash flows arising from adjustment of net profit into operating -- -- activities: Net profit 69,728,132.23 35,802,958.57 Plus: Provisions for impairment of assets -4,298.70 0.00 Depreciation of fixed assets, oil and gas assets, production based 9,429,450.96 9,551,664.64 biological asset Amortization of intangible assets 663,022.60 443,724.15 Long-term expenses to be apportioned 5,271,263.77 6,341,035.05 Loss (gain is stated with “-“) from disposal of fixed assets, intangible -451,657.57 -50,357.86 assets and other long term assets Loss on scrapping of fixed assets (profit is stated with “-“) Loss from change of fair value (gain is stated with “-“) Financial expenses (gain is stated with “-“) 12,769,119.71 10,183,933.21 Investment loss (gain is stated with “-“) -76,301,526.17 -34,138,145.45 Decrease of deferred income tax asset (increase is stated with “-“) Increase of deferred income tax asset (decrease is stated with “-“) -6,777.24 Decrease of inventories (increase is stated with “-“) 32,293,251.47 -70,802,020.29 Decrease of operative items receivable (Increase is stated with “-“) -332,833,427.40 50,537,978.99 Increase of operative items payable (Decrease is stated with “-“) 57,793,231.63 79,443,128.68 Others 204 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text Net cash flow arising from operating activities -221,387,544.77 87,307,122.45 2. Significant investment and financing activities with no cash income and -- -- expenses involved: Capital converted from liabilities Convertible company bonds due within a year Fixed assets rented through financing 3. Net change in cash and cash equivalents: -- -- Ending cash balance 71,657,500.90 148,907,030.69 Less: Opening cash balance 49,327,161.12 529,568,738.47 Plus: Ending balance of cash equivalent Less: Opening balance of cash equivalent Net increase in cash and cash equivalents 22,330,339.78 -380,661,707.78 7. Assets and liabilities recorded based on the assessed value under counterpurchase Inapplicable (XVI) Supplementary information 1. Net assets-income ratio and earnings per share In CNY Earnings per share Net assets-income ratio, Profit of the reporting period Diluted earnings per weighted average (%) Basic earnings per share share Net profit attributable to the Companys 4.63% 0.166 0.166 shareholders of ordinary shares Net profit attributable to the Companys shareholders of ordinary shares less 4.68% 0.168 0.168 non-recurring gains and loss 205 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text 2. Abnormal Conditions and Causes of the Major Items of the Accounting Statements (1) Balance Sheet Items A. Increase of the monetary funds over the year beginning by CNY 30.34 million, where the net cash flow arising from the operating activities amounting to CNY -9328 million was mainly due to that with expansion of the marketing network size of famous brand watches and FIYTA watches, the purchase cost increased correspondingly and cash outflow reached CNY 101.04 million. Net cash flow arising from investment activities amounting to CNY –75.54 million mainly consisted of payment for purchase of fixed assets and refurbishment of new shops amounting to CNY 47.54 million and payment for purchase of the equity in HENGDARUI amounting to CNY 28.05 million. Net cash flow arising from financing activities amounting to CNY 199.13 million mainly consisted of increase of the bank loan amounting to CNY 176.10 million, discount of bank acceptance amounting to CNY 125 million, payment for bank loan interest and payment of the dividends amounting to CNY 101.97 million. B. Decrease of the advance payment over the year beginning by CNY 34.98 million was mainly due to decrease of the advance payment in HARMONY by CNY 36.94 million over the year beginning. C. Increase of accounts receivable by CNY 89.33 million over the year beginning was mainly due to growth of sales, including that of HARMONY increased by CNY 62.58 million over the year beginning and that of FIYTA Watches increased by CNY 26.61 million D. Inventories increased by CNY 157.96 million over the year beginning mainly include inventories in HARMONY increased by CNY 141.44 million for its newly opened shops and increase in purchase of leading brands and FIYTA watches in stock increased by CNY 3.52 million/ E. Decrease of the short term borrowings by CNY 275.89 million over the year beginning was mainly due to increase of the short term loan from the head office amounting to CNY 398 million, repayment of the bank loan by HARMONY amounting to CNY 84 million, repayment of the short term borrowings by Manufacture Co. amounting to CNY 30 million and repayment of the short term borrowings by FIYTA Hong Kong amounting to CNY 8.11 million. F. Decrease of the capital reserve by CNY 56.10 million over the year beginning was mainly due to consolidation of the enterprise under the common control. In the reporting period, HENGDARUI was brought into the consolidation range. (2) Items in Profit Statement A. The operation revenue in the reporting period was CNY 1,483.76 million, with a year-on-year growth of 20.43%. The main reasons of the growth include gradual expansion of HARMONYs network size, gradual growth of the old shops revenues, increase of the sales income of newly opened shops. Meanwhile, FIYTA watches experienced a over 30% year-on-year growth. 206 FIYTA Holdings Ltd. 2012 Semi-Annual Report, Full Text B. The operation costs in the reporting period amounted to CNY 987.03 million, a year-on-year growth of 20.30%. In the reporting period, the Company made a good control in respect of terminal sales discount. The gross profit rate of HARMONY world watches and FIYTA watches basically maintained stable. C. The sales costs incurred in the reporting period amounted to CNY 260.55 million, a 39.68% growth over the same period of the previous year. The growth was mainly due to corresponding increase of the sales costs with increase of the sales income. D. The amount of the administrative expenses incurred in the reporting period was CNY87.84 million, increased by CNY 86.97 million over the same period of the previous year. The growth of the revenues from the principal business slowed down. The Company made some control over the salaries to employees and the growth of the administrative expenses was brought under a certain control. E. The amount of the financial expenses in the reporting period was CNY 59.6 million, a 74.07% year-on-year growth. It was mainly due to that the investment for acquisition of assets and construction of network and channels increased by a big margin over the same period of the previous year and the interest payment increased greatly correspondingly. IX. Documents Available for Inspection Table of Documents Available for Inspection I. Semi-annual Report carried with personal signature of the Chairman of the Board; II. Financial Report with signatures and seals of the principal of the Company, Chief Financial Officer and Manager of the Accounting Department; III. All the originals of the Companys documents disclosed to the public on the newspapers designated by China Securities Regulatory Commission in the reporting period; IV. Articles of Association of the Company. Chairman of the Board: Wu Guangquan Date of Approval for Submission of the Semi-annual Report by the Board of Directors: August 24, 2012 207