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飞亚达B:2012年第三季度报告全文(英文版)2012-10-22  

						        FIYTA Holdings Ltd.                                                         2012 3 rd Quarterly Report, Full Text




                                                 FIYTA Holdings Ltd.


                                 2012 3rd Quarterly Report, Full Text


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 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
    the Company’s                         29,406,087.04                 -37.16%         94,695,504.66               -24.82%
    shareholders, in CNY
    Net cash flows arising        --                        --                           -53,523,976.61              -79.74%
    from operating activities,


1
        FIYTA Holdings Ltd.                                                         2012 3 rd Quarterly Report, Full Text


    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
    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



2
          FIYTA Holdings Ltd.                                                 2012 3 rd Quarterly Report, Full Text


    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 entrusted 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 gains 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 the 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
    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



3
        FIYTA Holdings Ltd.                                               2012 3 rd Quarterly Report, Full Text


    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

1. Non-standard Opinions

□ Applicable √ Inapplicable



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        FIYTA Holdings Ltd.                                                  2012 3 rd Quarterly Report, Full Text


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
        Commitments             Acceptors           Description                                          Implementation
                                                                                time         term
                                            (1)     CATIC       Shenzhen
                                            Holdings              Limited
                                            committed        that   upon
                                                                                                        Implementation
                                            completion        of   FIYTA
                                                                                                        of            the
                                            equity separation reform,
                                                                                                        commitment:
                                            the non-negotiable shares
                                                                                                        The commitment
                                            held by CATIC Shenzhen
                                                                                                        is in process of
                                            Corporation would not be
                                                                                                        implementation.
                                            listed with the trading
                                                                                                        Commencing
                                            system of Shenzhen Stock
                                                                                                        from the date
                                            Exchange for sale within
                                                                                                        when the equity
                                            36 months commencing
                                                                                          November      separation
    Commitment for                          from the date when such
                            CATIC                                            November     09, 2007 -    reform       was
    Equity Separation                       shares got approval for
                            Shenzhen                                         09, 2007     November      fulfilled to the
    Reform                                  listing; (2) Within 24
                                                                                          09, 2012      end of the report
                                            months after the 3-year
                                                                                                        period,    CATIC
                                            sales     restriction    term
                                                                                                        Shenzhen
                                            expires, in case CATIC
                                                                                                        Holdings Limited
                                            Shenzhen             Holdings
                                                                                                        has not reduced
                                            Limited would sell the
                                                                                                        or assigned any
                                            non-negotiable         FIYTA
                                                                                                        restricted shares
                                            shares it was holding
                                                                                                        held by CATIC
                                            through       listing     with
                                                                                                        Shenzhen
                                            Shenzhen                Stock
                                                                                                        Holdings Limited.
                                            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                        December
                                                                                                        The commitment
    Commitment at the       CATIC           the end of the Company’s        December     30 2010 to
                                                                                                        is in process of
    time of issuing         Shenzhen        non-public issuing (from         30, 2010     December
                                                                                                        implementation.
                                            December 30, 2010 to                          29, 2013
                                            December 29, 2013),
                                            Shenzhen CATIC Group


5
       FIYTA Holdings Ltd.                                                      2012 3 rd Quarterly Report, Full Text


                                                shall not assign any of the
                                                new shares it has
                                                subscribed.
    Other commitments to
    the minority
    shareholders
    Has the commitment
    been timely              √ Yes □ No □ Inapplicable
    implemented?
    The specific cause of
    failure in
    implementation and
    the next plan
    Is there any
    commitment for the
    issue which may lead
                             □ Yes □ No √ Inapplicable
    to 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

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
                                                                                      Guangdong           Development
                                                                                      Rongheng            trend of the
    August 27, 2012       Company            On-Site Survey      Organization         Capital             domestic luxury
                                                                                      Management          goods sector,
                                                                                      Co., Ltd. and       some measures



6
       FIYTA Holdings Ltd.                                                2012 3 rd Quarterly Report, Full Text


                                                                                  Essence            concerning the
                                                                                  Securities Co.,    Company’s
                                                                                  Ltd.               strategic
                                                                                                     development,
                                                                                                     brand
                                                                                                     construction,
                                                                                                     terminal
                                                                                                     management in
                                                                                                     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.



IV. Appendix

(I) Financial Statements

Are the statements necessary to be consolidated?
√ Yes □ No □ Inapplicable

The financial statements are presented in units of CNY unless otherwise stated.

1. Consolidated Balance Sheet

Prepared by FIYTA Holdings Ltd.
                                                                                                                 In CNY
                      Items                         Ending Balance                          Opening Balance
    Current assets:
        Monetary fund                                          173,858,373.52                          179,972,430.02
        Settlement Reserve
        Inter-bank lending
        Trading financial assets                                          0.00                                    0.00
        Notes receivable                                                  0.00                                    0.00
        Accounts receivable                                    388,668,060.03                          268,900,768.37
        Prepayments                                             70,160,413.05                           77,139,710.01
        Insurance premium receivable
        Reinsurance accounts
    receivable
        Accounts receivable reinsurance
    reserve



7
        FIYTA Holdings Ltd.                              2012 3 rd Quarterly Report, Full Text


           Interest receivable                           0.00                               0.00
           Dividends receivable                          0.00                               0.00
           Other receivables                    45,885,933.11                      34,058,993.74
        Buying and selling back financial
    assets
           Inventories                       1,850,711,015.24                   1,640,904,483.64
           Non-current assets due within a
                                                         0.00                               0.00
    year
           Other current assets                44,551,016.22                       44,245,896.17
    Total current assets                     2,573,834,811.17                   2,245,222,281.95
    Non-Current Assets:
        Disbursement of entrusted loans
    and advances
        Available-for-sale financial
    assets
           Held –to-due investment
           Long-term accounts receivable
           Long-term equity investment         40,576,623.86                        1,948,572.76
           Investment based real estate       265,250,178.84                      272,490,648.63
           Fixed assets                       298,884,201.71                      295,407,284.31
           Construction-in-process               4,741,321.72                         249,000.00
           Engineering supplies
           Disposal of fixed assets
           Productive biological assets
           Oil and gas assets
           Intangible assets                   37,059,173.69                       37,065,827.49
           Development expenses
           Goodwill                                      0.00                               0.00
        Long-term expenses to be
                                              115,528,821.17                      122,665,313.17
    apportioned
           Deferred income tax asset           51,438,599.06                       46,250,916.43
           Other non-current assets                      0.00                      40,300,250.00
    Total non-current assets                  813,478,920.05                      816,377,812.79
    Total assets                             3,387,313,731.22                   3,061,600,094.74
    Current liabilities:
           Short-term Borrowings             1,480,000,000.00                   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                                 0.00                               0.00
           Accounts payable                   221,834,459.59                      191,460,941.62
           Advance receipts                     12,313,113.31                       3,740,327.89
        Funds from selling out and
    repurchasing financial assets
        Service charge and commission
    payable
           Salaries payable to the             16,628,152.38                       27,414,469.57



8
        FIYTA Holdings Ltd.                                                         2012 3 rd Quarterly Report, Full Text


    employees
         Taxes payable                                                    61,294,372.49                        50,298,472.82
         Interest payable                                                  3,092,053.96                        14,038,573.07
         Dividends payable                                                          0.00                                0.00
         Other payables                                                   45,486,850.13                        33,000,834.53
         Reinsurance payable
         Insurance contract reserve
        Funds from securities trading
    agency
        Funds from underwriting
    securities agency
        Non-current liabilities due within
                                                                         105,908,389.00                       149,600,000.00
    a year
         Other current liabilities                                         9,427,466.95                         4,814,572.85
    Total current liabilities                                          1,955,984,857.81                     1,573,475,192.35
    Non-Current Liabilities:
         Long-term borrowings                                              1,082,636.37                        57,030,567.09
         Bonds payable                                                              0.00                                0.00
         Long term accounts payable                                                 0.00                                0.00
         Special accounts payable                                                   0.00                                0.00
         Predicted liabilities                                                      0.00                                0.00
         Deferred income tax liability                                       128,393.19                           128,393.19
         Other non-current liabilities                                     3,786,000.00                         2,350,000.00
    Total non-current liabilities                                          4,997,029.56                        59,508,960.28
    Total liabilities                                                  1,960,981,887.37                     1,632,984,152.63
    Owners’ equity (or shareholders’
    equity):
         Paid up capital (share capital)                                 392,767,870.00                       392,767,870.00
         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                                               382,940,678.24                       327,521,960.58
         Foreign currency translation
                                                                           -8,857,754.44                       -7,355,528.69
    differences
    Total owner’s equity attributable to
                                                                       1,423,681,184.36                     1,425,864,692.45
    the parent company
         Minority equity                                                   2,650,659.49                         2,751,249.66
    Total Owners’ equity (or
                                                                       1,426,331,843.85                     1,428,615,942.11
    shareholders’ equity)
    Total liabilities and owners’ equity (or
                                                                       3,387,313,731.22                     3,061,600,094.74
    shareholders’ equity)


Legal Representative: Lai Weixuan               Chief Financial Officer: Li Dehua   Manager of the Accounting Dept: Hu Xinglong

2. Balance Sheet, Parent Company

Prepared by FIYTA Holdings Ltd.
                                                                                                                       In CNY



9
     FIYTA Holdings Ltd.                                      2012 3 rd Quarterly Report, Full Text


                      Items               Ending Balance                     Opening Balance
 Current assets:
        Monetary fund                               49,325,335.26                       49,327,161.12
        Trading financial assets                             0.00                                0.00
        Notes receivable                                     0.00                                0.00
        Accounts receivable                        188,726,303.63                      157,324,732.29
        Prepayments                                          0.00                                0.00
        Interest receivable                                  0.00                                0.00
        Dividends receivable                        15,960,140.05                       34,607,884.20
        Other receivables                          943,072,176.87                      879,552,488.89
        Inventories                                 24,962,658.54                       60,263,407.14
        Non-current assets due within a
                                                             0.00                                0.00
 year
        Other current assets                                 0.00                                0.00
 Total current assets                            1,222,046,614.35                    1,181,075,673.64
 Non-current assets:
     Available-for-sale financial
                                                             0.00                                0.00
 assets
        Held –to-due investment                             0.00                                0.00
        Long-term accounts receivable                        0.00                                0.00
        Long-term equity investment                772,776,343.86                      734,148,292.76
        Investment based real estate               265,250,178.84                      272,490,648.63
        Fixed assets                                97,380,975.55                      103,792,286.84
        Construction-in-process                      4,741,321.72                          249,000.00
        Engineering supplies
        Disposal of fixed assets
        Productive biological assets
        Oil and gas asset
        Intangible assets                           30,697,162.14                       30,695,325.97
        Development expenses
        Goodwill                                             0.00                                0.00
     Long-term expenses to be
                                                     11,773,844.11                      22,046,301.93
 apportioned
        Deferred income tax asset                    3,642,026.85                        3,642,026.85
        Other non-current assets                             0.00                       40,300,250.00
 Total non-current assets                        1,186,261,853.07                    1,207,364,132.98
 Total assets                                    2,408,308,467.42                    2,388,439,806.62
 Current liabilities:
        Short-term borrowings                    1,020,000,000.00                      912,000,000.00
        Trading financial liabilities                        0.00                                0.00
        Notes payable                                        0.00                                0.00
        Accounts payable                             2,852,956.35                        9,109,177.41
        Advance receipts                             1,336,724.21                        1,466,500.43
    Salaries payable to the
                                                             0.00                        4,839,475.00
 employees
        Taxes payable                                6,192,029.32                       17,593,036.57
        Interest payable                             1,907,509.99                        1,907,509.99
        Dividends payable                                    0.00                                0.00



10
     FIYTA Holdings Ltd.                                                         2012 3 rd Quarterly Report, Full Text


      Other payables                                                   54,969,126.13                        43,019,929.22
     Non-current liabilities due within
                                                                       49,800,000.00                       149,600,000.00
 a year
      Other current liabilities                                                  0.00                                 0.00
 Total current liabilities                                          1,137,058,346.00                     1,139,535,628.62
 Non-Current Liabilities:
      Long-term borrowings                                                       0.00                                 0.00
      Bonds payable                                                              0.00                                 0.00
      Long term accounts payable                                                 0.00                                 0.00
      Special accounts payable                                                   0.00                                 0.00
      Predicted liabilities                                                      0.00                                 0.00
      Deferred income tax liability                                       128,393.19                           128,393.19
      Other non-current liabilities                                     3,786,000.00                         2,350,000.00
 Total non-current liabilities                                          3,914,393.19                         2,478,393.19
 Total liabilities                                                  1,140,972,739.19                     1,142,014,021.81
 Owners’ equity (or shareholders’
 equity):
      Paid up capital (or capital stock)                              392,767,870.00                       392,767,870.00
      Capital reserve                                                 531,162,493.88                       531,162,493.88
      Less: shares in stock
      Special reserve
      Surplus reserve                                                 131,323,437.78                       131,323,437.78
      Generic risk reserve
      Retained earnings                                               212,081,926.57                       191,171,983.15
      Foreign currency translation
                                                                                 0.00                                 0.00
 differences
 Total owners’ equity (or shareholders’
                                                                    1,267,335,728.23                     1,246,425,784.81
 equity)
 Total liabilities and owners’ equity (or
                                                                    2,408,308,467.42                     2,388,439,806.62
 shareholders’ equity)


Legal Representative: Lai Weixuan            Chief Financial Officer: Li Dehua   Manager of the Accounting Dept: Hu Xinglong

3. Consolidated Profit Statement in the Reporting Period

Prepared by FIYTA Holdings Ltd.
                                                                                                                     In CNY
                     Items                         Amount in the reporting period         Amount in the previous period
 I. Total revenues                                                    779,096,852.28                       641,861,183.58
      Including: revenues                                             779,096,852.28                       641,861,183.58
              Interest income
              Earned insurance
 premium
          Service charge and
 commission income
 II. Total operating costs                                            740,282,029.06                       582,633,855.57
      Including: operating costs                                      505,705,145.48                       412,861,059.88
              Interest payment
          Service charge and
 commission payment



11
     FIYTA Holdings Ltd.                                                     2012 3 rd Quarterly Report, Full Text


              Refunded premiums
          Net amount of
 compensation payout
             Net amount of reserves
 for reinsurance contract
              Policy dividend payment
              Reinsurance expenses
              Business taxes and
                                                                    4,944,057.30                             3,854,291.72
 surcharge
              Sales costs                                         148,317,531.89                           100,992,836.81
              Administrative expenses                              49,806,480.44                            47,372,655.89
              Financial expenses                                   31,227,213.95                            17,661,911.27
              Loss from impairment of
                                                                     281,600.00                               -108,900.00
 assets
     Plus: Income from change of fair
 value (loss is stated with “-“)
             Investment income (loss
                                                                     -213,572.76                                15,644.59
 is stated with “-“)
            Including: income from
 investment in associates and joint                                  -213,572.76                                15,644.59
 ventures
             Exchange income (loss is
 stated with “-”)
 III. Operating Profit (loss is stated
                                                                   38,601,250.45                            59,242,972.60
 with “-”)
      Plus: Non-operating income                                     298,764.47                                718,635.87
      Less: Non-operating expenses                                     91,188.43                               494,059.19
             Including: Loss from
                                                                            0.00                               439,310.49
 disposal of non-current assets
 IV. Total profit (total loss is stated with
                                                                   38,808,826.49                            59,467,549.28
 “-”)
      Less: Income tax expense                                      9,378,379.58                            12,761,552.84
 V. Net Profit (net loss is stated with
                                                                   29,430,446.91                            46,705,996.44
 “-”)
      Including: Net profit realized by
 the consolidatee realized before the                                       0.00                                      0.00
 consolidation
     Net profit attributable to the
                                                                   29,406,087.04                            46,791,935.31
 parent company’s owner
      Minority shareholders’ gain/loss                                24,359.87                               -85,938.87
 VI. Earnings per share:                                     --                                       --
      (I) Basic earnings per share                                          0.07                                      0.12
      (II) Diluted earnings per share                                       0.07                                      0.12
 VII. Other comprehensive income                                      -11,564.11                               153,521.72
 VIII. Total comprehensive income                                  29,418,882.80                            46,859,518.16
       Total comprehensive income
 attributable to the owner of the parent                           29,394,463.00                            46,944,445.39
 company
       Total comprehensive income
                                                                       24,419.80                               -84,927.23
 attributable to minority 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 CNY0.00.




12
     FIYTA Holdings Ltd.                                                          2012 3 rd Quarterly Report, Full Text


Legal Representative: Lai Weixuan           Chief Financial Officer: Li Dehua     Manager of the Accounting Dept: Hu Xinglong

4. Parent Company’s Profit Statement in the Reporting Period

Prepared by FIYTA Holdings Ltd.
                                                                                                                        In CNY
                   Items                          Amount in the reporting period           Amount in the previous period
 I. Revenues                                                            20,892,033.83                          111,503,992.84
      Less: Business costs                                                6,798,347.50                         59,630,259.87
         Business taxes and
                                                                          1,248,089.77                           1,675,717.01
 surcharge
           Sales costs                                                    3,152,473.98                         14,764,775.31
           Administrative expenses                                        9,364,752.13                         12,256,625.45
           Financial expenses                                             9,757,225.50                           9,535,679.89
           Loss from impairment of
                                                                                  0.00                                   0.00
 assets
     Plus: Income from change of fair
                                                                                  0.00                                   0.00
 value (loss is stated with “-”)
          Investment income (loss is
                                                                           -213,572.76                             15,644.59
 stated with “-”)
          Including: income from
 investment in associates and joint                                        -213,572.76                             15,644.59
 ventures
 II. Operating Profit (loss is stated with
                                                                         -9,642,427.81                         13,656,579.90
 “-”)
      Plus: Non-operating income                                            111,026.00                            658,171.76
      Less: Non-operating expenses                                          10,000.00                             439,313.81
          Including: Loss from
                                                                                  0.00                            439,313.81
 disposal of non-current assets
 III. Total profit (total loss is stated with
                                                                         -9,541,401.81                         13,875,437.85
 “-”)
      Less: Income tax expense                                                    0.00                           1,868,683.61
 IV. Net Profit (net loss is stated with
                                                                         -9,541,401.81                         12,006,754.24
 “-”)
 V. Earnings per share                                           --                                     --
      (I) Basic earnings per share                                               -0.02                                   0.03
      (II) Diluted earnings per share                                            -0.02                                   0.03
 VI. Other comprehensive income                                                   0.00                                   0.00
 VII. Total comprehensive income                                         -9,541,401.81                         12,006,754.24


Legal Representative: Lai Weixuan           Chief Financial Officer: Li Dehua     Manager of the Accounting Dept: Hu Xinglong

5. Consolidated Profit Statement from the Year Beginning to the End of the Reporting Period

Prepared by FIYTA Holdings Ltd.
                                                                                                                        In CNY
                   Items                          Amount in the reporting period           Amount in the previous period
 I. Total Revenues                                                    2,262,852,663.64                       1,873,871,919.99
      Including: revenues                                             2,262,852,663.64                       1,873,871,919.99
              Interest income
              Earned premium



13
       FIYTA Holdings Ltd.                                      2012 3 rd Quarterly Report, Full Text


          Service charge and
 commission income
 II. Total operating cost                           2,143,632,308.12                       1,718,811,147.33
       Including: operating costs                   1,492,740,032.38                       1,233,347,806.65
              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
              Business taxes and
                                                      13,277,740.81                            9,538,856.78
 surcharge
              Sales costs                            408,864,524.84                         287,536,797.14
              Administrative expenses                137,641,623.80                         134,342,290.88
              Financial expenses                      90,831,084.99                          51,897,845.03
              Loss from impairment of
                                                         277,301.30                            2,147,550.85
 assets
     Plus: Income from change of fair
                                                                0.00                                   0.00
 value (loss is stated with “-“)
             Investment income (loss
                                                          -22,198.90                             -33,340.89
 is stated with “-”)
            Including: income from
 investment in associates and joint                       -22,198.90                             -33,340.89
 ventures
             Exchange income (loss is
 stated with “-”)
 III. Operating Profit (loss is stated
                                                     119,198,156.62                         155,027,431.77
 with “-”)
       Plus: Non-operating income                       2,140,407.12                           2,093,001.84
       Less: Non-operating expenses                      196,616.65                             500,412.57
             Including: Loss from
                                                           11,895.85                            439,797.49
 disposal of non-current assets
 IV. Total profit (total loss is stated with
                                                     121,141,947.09                         156,620,021.04
 “-”)
       Less: Income tax expense                       26,552,203.90                          30,563,730.27
 V. Net Profit (net loss is stated with
                                                      94,589,743.19                         126,056,290.77
 “-”)
      Including: Net profit realized by
 the consolidatee realized before the                  -2,130,265.54                         -11,425,525.01
 consolidation
     Net profit attributable to the
                                                      94,695,504.66                         125,965,529.87
 parent company’s owner
       Minority shareholders’ gain/loss                 -105,761.47                             90,760.90
 VI. Earnings per share:                       --                                     --
       (I) Basic earnings per share                             0.24                                   0.32
       (II) Diluted earnings per share                          0.24                                   0.32
 VII. Other comprehensive income                       -1,497,054.45                           2,224,597.95
 VIII. Total comprehensive income                     93,092,688.74                         128,280,888.72



14
     FIYTA Holdings Ltd.                                                          2012 3 rd Quarterly Report, Full Text


       Total comprehensive income
 attributable to the owner of the parent                               93,193,278.91                          128,228,069.82
 company
       Total comprehensive income
                                                                         -100,590.17                               52,818.90
 attributable to minority shareholders
In case consolidation of the enterprises under the common control took place from the year beginning to the end of the
reporting period, the net profit realized by the enterprises to be consolidated before the consolidation was CNY
-2,130,265.54.

Legal Representative: Lai Weixuan           Chief Financial Officer: Li Dehua     Manager of the Accounting Dept: Hu Xinglong

6. The Parent Company’s Profit Statement from Year Beginning to the End of the Reporting
Period

Prepared by FIYTA Holdings Ltd.
                                                                                                                       In CNY
                   Items                          Amount in the reporting period            Amount in the previous period
 I. Revenues                                                          103,752,296.39                          340,925,689.45
      Less: Business costs                                             53,066,416.01                          167,800,126.12
         Business taxes and
                                                                        5,253,236.09                            4,166,939.68
 surcharge
           Sales costs                                                 10,482,080.69                           90,466,236.26
           Administrative expenses                                     29,664,287.75                           44,290,844.41
           Financial expenses                                          22,424,028.75                           18,729,348.51
           Loss from impairment of
                                                                           -4,298.70                                    0.00
 assets
     Plus: Income from change of fair
                                                                                  0.00                                  0.00
 value (loss is stated with “-”)
          Investment income (loss is
                                                                       75,937,941.15                           34,153,790.04
 stated with “-”)
          Including: income from
 investment in associates and joint                                       -22,198.90                              -33,340.89
 ventures
 II. Operating Profit (loss is stated with
                                                                       58,804,486.95                           49,625,984.51
 “-”)
      Plus: Non-operating income                                        1,484,717.87                            1,009,025.48
      Less: Non-operating expenses                                       102,474.40                              439,800.81
          Including: Loss from
                                                                                872.93                           439,800.81
 disposal of non-current assets
 III. Total profit (total loss is stated with
                                                                       60,186,730.42                           50,195,209.18
 “-”)
      Less: Income tax expense                                                    0.00                          2,385,496.37
 IV. Net Profit (net loss is stated with
                                                                       60,186,730.42                           47,809,712.81
 “-”)
 V. Earnings per share                                           --                                      --
      (I) Basic earnings per share                                                0.15                                  0.12
      (II) Diluted earnings per share                                             0.15                                  0.12
 VI. Other comprehensive income                                                   0.00                                  0.00
 VII. Total comprehensive income                                       60,186,730.42                           47,809,712.81


Legal Representative: Lai Weixuan           Chief Financial Officer: Li Dehua      Manager of the Accounting Dept: Hu Xinglong




15
     FIYTA Holdings Ltd.                                               2012 3 rd Quarterly Report, Full Text


7. Consolidated Cash Flow Statement from Year Beginning to the End of the Reporting Period

Prepared by FIYTA Holdings Ltd.
                                                                                                           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
                                                          2,506,889,513.03                     2,054,780,510.08
 goods and supply of labor
     Net increase of customers’
 deposit and due from banks
      Net increase of borrowings from
 the central bank
     Net increase of borrowings from
 other financial institutions
     Cash received from former
 insurance contract premium
      Net cash received from
 reinsurance business
     Net increase of insurance
 reserve and investment
      Net increase from disposal of
 transactional financial asset
     Cash received from interest,
 service charge and commission
     Net increase of borrowings
     Net increase of fund from
 repurchases
     Rebated taxes received                                            0.00                          696,208.03
     Other operation activity related
                                                             21,035,980.44                        11,384,627.04
 cash receipts
 Subtotal of cash flow in from
                                                          2,527,925,493.47                     2,066,861,345.15
 operating activity
     Cash paid for purchase of goods
                                                          1,934,849,697.18                     1,809,663,867.99
 and reception of labor services
     Net increase of loans and
 advances to customers
     Net increase of due from central
 bank and due from banks
      Cash 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                            268,802,125.78                        207,892,083.72
     Various taxes paid                                    140,458,696.96                        116,059,657.43
    Other business related cash
                                                           237,338,950.16                        197,460,098.80
 payments
 Subtotal of cash flow out from
                                                          2,581,449,470.08                     2,331,075,707.94
 operating activity
 Net cash flow arising from operating
                                                            -53,523,976.61                      -264,214,362.79
 activities
 II. Cash flows arising from investment



16
     FIYTA Holdings Ltd.                             2012 3 rd Quarterly Report, Full Text


 activities:
     Cash received from recovery of
                                                     0.00                       1,350,000.00
 investment
     Cash received from investment
                                              300,000.00                                0.00
 income
      Net amount of cash received
 from disposal of fixed assets,
                                               80,768.34                          146,971.40
 intangible assets and other long term
 assets
      Net cash received from disposal
 of subsidiaries and other operating                 0.00                               0.00
 units
       Other investment related cash
                                                     0.00                               0.00
 receipts
 Subtotal of cash flow in from
                                              380,768.34                        1,496,971.40
 investment activity
       Cash paid for
 construction/purchase of fixed
                                           76,725,027.37                      259,978,033.89
 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 cash
                                                     0.00                               0.00
 payments
 Subtotal of cash flow out from
                                          104,775,027.37                      279,085,233.89
 investment activity
 Net cash flow arising from investment
                                          -104,394,259.03                     -277,588,262.49
 activities
 III. Cash flows arising from fund
 raising activities:
       Cash received from absorption
                                                     0.00                      51,000,000.00
 of investment
      Incl.: Cash received from
 subsidiaries’ absorption of minority               0.00                               0.00
 shareholders’ investment
         Cash received from borrowings   1,982,000,000.00                     746,548,857.00
       Cash received from bond
 issuing
       Other fund-raising related cash
                                          125,000,000.00                                0.00
 receipts
 Subtotal of cash flow in from fund
                                         2,107,000,000.00                     797,548,857.00
 raising activity
      Cash paid for liabilities
                                         1,701,047,634.10                     656,380,053.28
 repayment
        Cash paid for dividend/profit
                                          127,740,935.85                       63,711,042.54
 distribution or repayment of interest
       Including: Dividend and profit
 paid by subsidiaries to minority                    0.00                               0.00
 shareholders
     Other fund-raising related cash
                                          126,612,772.60                          231,600.00
 payments
 Subtotal of cash flow out from fund     1,955,401,342.55                     720,322,695.82



17
     FIYTA Holdings Ltd.                                                     2012 3 rd Quarterly Report, Full Text


 raising activity
 Net cash flow arising from
                                                                  151,598,657.45                        77,226,161.18
 fund-raising activities
 IV. Influence from change of
 exchange rate upon cash and cash                                     205,521.69                            -50,133.34
 equivalents
 V. Net increase of cash and cash
                                                                    -6,114,056.50                     -464,626,597.44
 equivalents
      Plus: Opening balance of cash
                                                                  179,972,430.02                       613,455,817.52
 and cash equivalents
 VI. Ending balance of cash and cash
                                                                  173,858,373.52                       148,829,220.08
 equivalents


Legal Representative: Lai Weixuan        Chief Financial Officer: Li Dehua   Manager of the Accounting Dept: Hu Xinglong

8. Parent Company’s Cash Flow Statement from Year Beginning to the End of the Reporting
Period

Prepared by FIYTA Holdings Ltd.
                                                                                                                 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
                                                                   76,892,347.12                       327,672,723.08
 goods and supply of labor
       Rebated taxes received                                                0.00                                 0.00
      Other operation activity related
                                                                  192,267,882.99                        61,494,349.22
 cash receipts
 Subtotal of cash flow in from
                                                                  269,160,230.11                       389,167,072.30
 operating activity
      Cash paid for purchase of
                                                                   10,311,457.55                       167,961,430.56
 goods and reception of labor services
       Cash paid to and for staff                                  29,646,247.37                        67,522,284.07
       Taxes paid                                                  27,729,182.82                        17,773,247.09
     Other business related cash
                                                                  122,348,674.48                       135,541,944.07
 payments
 Subtotal of cash flow out from
                                                                  190,035,562.22                       388,798,905.79
 operating activity
 Net cash flow arising from operating
                                                                   79,124,667.89                           368,166.51
 activities
 II. Cash flows arising from investment
 activities:
       Cash received from recovery of
                                                                             0.00                        1,350,000.00
 investment
      Cash received from investment
                                                                   94,907,884.20                                  0.00
 income
       Net amount of cash received
 from disposal of fixed assets,
                                                                        58,000.00                          135,326.60
 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 cash
                                                                             0.00                                 0.00
 receipts



18
     FIYTA Holdings Ltd.                                                     2012 3 rd Quarterly Report, Full Text


 Subtotal of cash flow in from
                                                                   94,965,884.20                         1,485,326.60
 investment activity
       Cash paid for
 construction/purchase of fixed
                                                                   13,761,135.43                        32,592,961.88
 assets, intangible assets and other
 long term assets
       Cash paid for investment                                              0.00                      352,807,200.00
      Net cash received from
 payment by subsidiaries and other                                           0.00                                0.00
 operating units
     Other investment related cash
                                                                             0.00                                0.00
 payments
 Subtotal of cash flow out from
                                                                   13,761,135.43                       385,400,161.88
 investment activity
 Net cash flow arising from investment
                                                                   81,204,748.77                      -383,914,835.28
 activities
 III. Cash flows arising from fund
 raising activities:
       Cash received from absorption
                                                                             0.00                                0.00
 of investment
       Cash received from borrowings                            1,422,000,000.00                       452,000,000.00
       Cash received from bond
 issuing
       Other fund-raising related cash
                                                                             0.00                                0.00
 receipts
 Subtotal of cash flow in from fund
                                                                1,422,000,000.00                       452,000,000.00
 raising activity
      Cash paid for liabilities
                                                                1,476,300,000.00                       488,200,000.00
 repayment
        Cash paid for dividend/profit
                                                                  104,418,469.92                        59,681,264.53
 distribution or repayment of interest
     Other fund-raising related cash
                                                                    1,612,772.60                           231,600.00
 payments
 Subtotal of cash flow out from fund
                                                                1,582,331,242.52                       548,112,864.53
 raising activity
 Net cash flow arising from
                                                                 -160,331,242.52                       -96,112,864.53
 fund-raising activities
 IV. Influence from change of
 exchange rate upon cash and cash                                            0.00                                0.00
 equivalents
 V. Net increase of cash and cash
                                                                        -1,825.86                     -479,659,533.30
 equivalents
      Plus: Opening balance of cash
                                                                   49,327,161.12                       529,568,738.47
 and cash equivalents
 VI. Ending balance of cash and cash
                                                                   49,325,335.26                        49,909,205.17
 equivalents


Legal Representative: Lai Weixuan        Chief Financial Officer: Li Dehua   Manager of the Accounting Dept: Hu Xinglong




(II) Auditor’s Report

 Auditor’s Opinion                                                                                         Unaudited




19