FIYTA Holdings Ltd. 2012 3 rd Quarterly Report, Summary Stock Code: 200026 Short form of the Stock: FIYTA B Announcement No: 2012-032 FIYTA Holdings Ltd. 2012 3rd Quarterly 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 this quarterly report. Mr. Lai Weixuan, the Company leader, Mr. Li Dehua, the Accounting Principal chief financial officer and the Mr. Hu Xinglong, the person in charge of the accounting department (the person in charge of the accounting) hereby confirm the authenticity and completeness of the financial report enclosed in this quarterly report. II. Company Profile (I) Financial and Business Highlights Has backward adjustment been made in the financial statements in the previous period? √ Yes □ No □ Inapplicable Increase/decrease of the reporting Dec. 31, 2011 period vs the same Sep. 30, 2012 period of the previous year(%) Before adjustment After adjustment After adjustment Total assets in CNY 3,387,313,731.22 2,895,775,774.19 3,061,600,094.74 10.64% Owner’s equity attributable to the 1,423,681,184.36 1,391,003,807.94 1,425,864,692.45 -0.15% Company’s shareholders, in CNY Share capital, in shares 392,767,870.00 392,767,870 392,767,870.00 0% Net profit attributable to the Company’s 3.6247 3.5415 3.6303 -0.15% shareholders, in CNY Year-on-year Year-on-year Jul. – Sep., 2012 increase/decrease Jul. – Sep., 2012 increase/decrease (%) (%) Total revenues, in CNY 779,096,852.28 21.38% 2,262,852,663.64 20.76% Net profit attributable to 29,406,087.04 -37.16% 94,695,504.66 -24.82% 1 FIYTA Holdings Ltd. 2012 3 rd Quarterly Report, Summary the Company’s shareholders, in CNY Net cash flows arising from operating activities, -- -- -53,523,976.61 -79.74% in CNY Net cash flows arising from operating activities -- -- -0.14 -79.74% per share, in CNY Basic earning per share 0.0749 -37.16% 0.2411 -24.82% (CNY/share) Diluted earning per share 0.0749 -37.16% 0.2411 -24.82% (CNY/share) Net assets-income ratio , 1.94% -1.36% 6.57% -2.72% weighted average, (%) Net assets-income ratio less the non-recurring 1.93% -1.51% 6.61% -3.43% gains and loss, weighted (%) Deducting non-recurring gains/losses and the amount involved √ Applicable □Inapplicable Amount from year beginning to the Items Notes end of the reporting period in CNY Gain/loss from disposal of non-current assets 12,649.08 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 Company’s business and granted under the state’s 650,446.00 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 Company’s normal operation 2 FIYTA Holdings Ltd. 2012 3 rd Quarterly Report, Summary 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 Company’s 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 1,280,695.39 aforesaid items Other gains/losses in compliance with the definition of non-recurring gain/loss Amount influencing the minority shareholders’ equity Amount influencing the income tax -481,249.88 Total -667,724.95 -- 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. Amount involved, in Items Note CNY -- (II) Total Shareholders and the Statement of the Shares Held by Top Ten Shareholders Total shareholders at the 23,550 end of teh reporting period Floating Shares without Trading Limited Conditions Held by the Top Ten Shareholders Number of floating shares Categories and Quantity of Shares without trading limited Names of Shareholders conditions held at the end of the reporting period Categories Quantity China Construction Bank – Huaxia Superiority Growth 14,920,073 A-shares 14,920,073 Stock Based Securities Investment Fund Industrial and Commercial Bank of China – E-Fund 10,000,000 A-shares 10,000,000 Value Growth Mixed Securities Investment Fund 3 FIYTA Holdings Ltd. 2012 3 rd Quarterly Report, Summary China Merchants 7,695,170 B-shares 7,695,170 Securities (HK) Co., Ltd. National Social Security 4,480,548 A-shares 4,480,548 Fund No. 114 Portfolio Industrial and Commercial Bank of China – Guotou Ruiyin Growth Selected 4,432,590 A-shares 4,432,590 Stock Based Securities Investment Fund GSI S/A GOLDEN CHINA 4,416,654 B-shares 4,416,654 PLUS MASTER FUND Bank of China – Yinhua High Quality Growth Stock 4,300,000 A-shares 4,300,000 Type Securities Investment Fund China Construction Bank – YINHUA Thematic Wealth 4,299,994 A-shares 4,299,994 Equity Fund Construction Bank of China – YINHUA Core Value 4,237,656 A-shares 4,237,656 Selected Stock Based Securities Investment Fund KGI ASIA LIMITED 4,091,765 B-shares 4,091,765 The Company has not found any connectivity relations among the aforesaid Note to the shareholder’s shareholders or any persons acting in concert as specified in the Measures for conditions Administration of Information on the Shareholder Equity Change of Listed Companies. III. Important Events (I) Reasons and explanation for significant movement of main accounting data and financial index √ Applicable □ Inapplicable 1. Increase of accounts receivable by CNY 119.77 million over the year beginning was mainly due growth of sales. 2. Increase of the inventories by CNY 209.81 million over the year beginning mainly includes: increase of the inventories by CNY 186.20 million as a result that HARMONY increased purchase of leading brands for its newly opened shops; and increase of merchandise inventory of FIYTA watches by CNY 28.91 million. 3. Increase of bank loans by CNY 281.16 million over the year beginning was mainly due to that the head office increased short term borrowings from bank by CNY 108 million; HARMONY increased bank loan by CNY 341 million (including the borrowings at the beginning of the repayment period amounting to CNY 119 million and the new bank loan in the reporting period amounting to CNY 460 million), the Manufacture Co. repaid the short term borrowings amounting to CNY 30 million, Technology Development Co. repaid short term borrowings amounting to CNY 30 million and FIYTA Hong Kong reduced the short term borrowings by CNY8.11 million. 4. The sales expenses incurred in the reporting period amounted to CNY 148.32 million, increased by CNY47.33 million over the same period of the previous year. The increase was mainly due to increase of the sales income which caused increase of sales expenses correspondingly. 5. The financial expenses incurred in the reporting period amounted to CNY 31.23, increased by CNY 13.57 million over the same period of the previous year. The increase was mainly due to that the Company invested in assets acquisition and construction of the network and channels; borrowings from banks increased greatly over the same period of teh previous year and interest expenses grew greatly correspondingly. (II) Progress of Important Events and their Influences; Analysis and Notice on the Solutions 4 FIYTA Holdings Ltd. 2012 3 rd Quarterly Report, Summary 1. Non-standard Opinions □ Applicable √ Inapplicable 2. Capital Provided by the Company to its Holding Shareholder or Related Parties and External Guarantee against the regulatory procedures □ Applicable √ Inapplicable 3. Subscription and Implementation of the Important Routine Operation Contracts □ Applicable √ Inapplicable 4. Others □ Applicable √ Inapplicable (III) Commitments of the Company or the Shareholder Holding over 5% of the Company’s Shares or the Commitments Extended to the Reporting Period √ Applicable □ Inapplicable Commitment Commitment Implementati Commitments Acceptors Description time term on (1) CATIC Shenzhen Holdings Limited Implementati committed that on of the upon completion commitment: of FIYTA equity The separation commitment reform, the is in process non-negotiable of shares held by implementati CATIC Shenzhen on. Corporation Commencin would not be g from the listed with the date when trading system of the equity Shenzhen Stock separation Exchange for November reform was Commitment for Equity CATIC sale within 36 November 09, 2007 - fulfilled to the Separation Reform Shenzhen months 09, 2007 November end of the commencing 09, 2012 report from the date period, when such CATIC 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 by CATIC would sell the Shenzhen non-negotiable Holdings FIYTA shares it Limited. was holding through listing with Shenzhen 5 FIYTA Holdings Ltd. 2012 3 rd Quarterly Report, Summary Stock Exchange, the sales price must not be lower than RMB 25.00 per share. Commitments in the acquisition report or the written report on change of equity Commitment made at the time of asset exchange Commitment of CATIC Shenzhen: Within 36 months commencing from the end of the Company’s The non-public December commitment Commitment at the time of CATIC issuing (from December 30 2010 to is in process issuing Shenzhen December 30, 30, 2010 December of 2010 to 29, 2013 implementati December 29, on. 2013), Shenzhen CATIC Group shall not assign any of the new shares it has subscribed. Other commitments to the minority shareholders Has the commitment been √ Yes □ No □ Inapplicable timely implemented? The specific cause of failure in implementation and the next plan Is there any commitment for the issue which may lead to □ Yes □ No √ Inapplicable horizontal competition and related transaction? Term of solution as committed Way of solution Performance of commitment (IV) Prediction of the Operation Performances in 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 □ Applicable √ Inapplicable (V) Other Important Events Necessary to be Specified 1. Investment in Securities □ Applicable √ Inapplicable 6 FIYTA Holdings Ltd. 2012 3 rd Quarterly Report, Summary 2. Investment in Derivatives □ Applicable √ Inapplicable 3. Position of the Investment in Derivatives at the End of the Reporting Period □ Applicable √ Inapplicable 4. Statement of such activities as reception, research, communication, interview in the reporting period Discussion topics and Reception Time Reception place Way of reception Types of Visitors Visitors received provision of materials Development trend of the domestic luxury goods sector, some measures concerning the Guangdong Company’s Rongheng strategic Capital development, Management August 27, 2012 Company On-Site Survey Organization brand Co., Ltd. and construction, Essence terminal Securities Co., management in Ltd. the past three years. Provision of the Company’s public brochures in 2012. 5. Issuing of Corporate Bonds Have any corporate bonds been issued? √ Yes □ No For the purpose of replenishing the Company’s working capital, speeding up development of the Company’s principal business, further improving the Company’s liabilities structure, the Company held the 33rd meeting of the Sixth Board of Directors on June, 19 2012. The meeting reviewed the Proposal for Issuing Corporate Bonds which was approved at 2012 1st 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 Company received the Official Reply of China Securities Regulatory Commission to the Public Issuing of Corporate Bonds by FIYTA Holdings Ltd. (ZHENG JIAN XU KE [2012] No. 1209 on September 13, 2012. The Company is waiting best time for organizing to issue the corporate bonds with consideration of the market conditions. 7