FIYTA Holdings Ltd. 2013 Semi-Annual Report FIYTA Holdings Ltd. 2013 Semi-Annual Report August, 2013 1 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 1 Important Notice, Table of Contents and Definitions 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 neither material omissions nor errors which would render any statement misleading. With the exception of the director listed in the following table, all other directors personally attended the board meeting for review of the semi-annual report Name of the director(s) Title held by of the absent from the director(s) absent from Reason of the absence Name of the proxy meeting the meeting Wu Xiaohua Director Business trip Lai Weixuan The Company is not going to conduct interim dividend distribution, bonus share distribution or conversion of reserve into share capital. Mr. Lai Weixuan, 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 annual report. 2 FIYTA Holdings Ltd. 2013 Semi-Annual Report Table of Contents 2013 Semi-Annual Report Section 1 Important Notice, Table of Contents and Definitions Section 2 Company Profile Section 3 Financial and Business Highlights Section 4 Report of the Board of Directors Section 5 Significant Events Section 6 Change of Shares and Particulars about the Shareholders Chapter 7 Directors, Supervisors and Senior Executives Section 8 Financial Report Section 9 List of Documents Available for Inspection 3 FIYTA Holdings Ltd. 2013 Semi-Annual Report Definitions Terms to be defined Refers to Definition This Company, the Company or Fiyta Refers to FIYTA Holdings Ltd. AVIC International Holdings Refers to AVIC International 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 CATIC Property Management Co., Ltd. 4 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 2 Company Profile I. Company Profile Short form of the FIYTA A, FIYTA B Stock Code 000026 and 200026 stock Stock Exchange Shenzhen Stock Exchange Listed with Company Name in 飞亚达(集团)股份有限公司 Chinese Short form of company name in 飞亚达公司 Chinese (if any) Company Name in English (if any) FIYTA HOLDINGS LTD. Short Form of Company Name in FIYTA English (if any) Legal Representative Lai Weixuan of the Company II. Liaison Person and Way of Communication Secretary of the Board Securities Affairs Representative Names Chen Libin Zhang Yong 20th Floor, FIYTA Technology 20th 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. Other Information 1. Way of Communication with the Company Is there any change in the Company’s registered address, office address, postal code, website, e-mail address in the reporting period? Inapplicable 5 FIYTA Holdings Ltd. 2013 Semi-Annual Report There is no change in the Company’s registered address, office address, postal code, website, e-mail address in the reporting period. For the detail, please refer to 2012 Annual Report 2. Information Disclosure and Place of Regular Reports Prepared for Inquiry Is there any change in information disclosure and place of regular reports prepared for inquiry? Inapplicable There is no change in the name of the newspapers designated for disclosing the information, internet web site designated by China Securities Regulatory Commission for publishing the company’s semi-annual report: and place of the company’s semi-annual report prepared for inquiry. For the detail, please refer to 2012 Annual Report 3. Changes in Registration Is there any change in the registration in the reporting period? Number of Business Date of Authority Taxation Organization License of Registration Registered with Registration No.: Code Enterprise as Legal Person Market Registration at Supervision the beginning of January 18, 44030110319 44030119218 Administration of 19218978-3 the reporting 2013 6089 9783 Shenzhen period Municipality Market Registration at Supervision 44030110319 44030119218 the end of the April 3, 2013 Administration of 19218978-3 6089 9783 reporting period Shenzhen Municipality 4. Other Relevant Information Is there any change in other relevant information in the reporting period Inapplicable 6 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 3 Financial and Business Highlights I. Key Accounting Data and Financial Indicators May the Company make retroactive adjustment or restatement of the accounting data of the previous years due to change of the accounting policy and correction of accounting errors? No Increase/decrease in the reporting period vs Same Period of the Reporting period the corresponding Previous Year period of the previous year (%) Revenues in CNY 1,508,353,766.86 1,483,755,811.36 1.66% Net profit attributable to the 69,097,419.87 65,289,417.62 5.83% Company’s shareholders, in CNY Net profit attributable to the Company’s shareholders less the 68,078,232.08 66,113,217.45 2.97% non-recurring gains/losses, in CNY Net cash flows arising from operating 133,994,800.57 -93,347,203.62 activities, in CNY Basic earning per share (CNY/share) 0.176 0.166 6.02% Diluted earning per share 0.176 0.166 6.02% (CNY/share) Net assets-income ratio , weighted 4.68% 4.63% 0.05% average, (%) Increase/decrease of End of the reporting End of the previous the report period vs the period year same period of the previous year (%) Total assets, in CNY 3,303,457,186.00 3,326,763,824.86 -0.7% Net assets attributable to the 1,512,226,384.94 1,446,677,625.13 4.53% Company’s shareholder (CNY) II. Difference in the Accounting Data based on the Accounting Standards Outside Mainland China Inapplicable 7 FIYTA Holdings Ltd. 2013 Semi-Annual Report III. Non-recurring gain/loss items and the amount involved In CNY Items Amount Note: It is the earning from disposal of the idle office building in Chengdu Loss from disposal of non-current assets, including the 440,659.45 amounting to CNY part written-off with the provision for impairment of assets 427,651.20 in the current year and loss from disposal of other fixed assets. Government subsidy recognized in current gains and losses (excluding those closely related to the Company’s For the detail, refer to Note 795,493.22 business and granted under the state’s policies according 63 (2) government subsidy to certain quota of amount or volume) Income and expenses from the business other than the Other various non-operating 79,099.32 above items revenue and expenditure Less: Amount affected by the income tax 290,388.46 The amount of the minority equity affected after deduction of the government Amount affected by minority equity (after tax) 5,675.74 subsidy amounting to CNY 16,993.22 received by 68 Station Co., Ltd., one of the subsidiaries. Total 1,019,187.79 -- For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public – Non-recurring Gains and Losses and its non-recurring gain/loss items as illustrated in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering their Securities to the Public – Non-recurring Gains and Losses which have been defined as recurring gains and losses, it is necessary to explain the reason. Inapplicable 8 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 4 Report of the Board of Directors I. Overview In the reporting period, no significant change has taken place in the environment of macro economy over the past, the slowing-down of the domestic GDP has caused the investment and consumption sectors more cautious and the consumer confidence was fatigued and weak continuously. Under such a background, FIYTA has insisted on the subject term of the annual strategy of “values, efficiency, benefit and ability”; persistently held fast to corporate philosophy, took brand strategy as leadership, through the business model of “products + channels”, carried forward value chain integration upgrading so as to gradually form core profession, realized the longitudinal integration strategy of keeping a foothold on the domestic market, continuously expanded international cooperation and propelled internationalization development. In the reporting period, the Company realized sales income amounting to CNY 1,508,353,766.86, a 1.66% year-on-year growth; realized net profit amounting to CNY 69,097,419.87, a 5.83% year-on-year growth. II. Principal Business Summary General In the reporting period, the Company’s key work focused on upgrading of brand profession operation ability, enthusiastically improved the business performance of the retail channel, continuously improved the earnings level of its own watch brand, improved the turnover speed of such assets as inventories; at the same time, integrated internal resources, enhanced information share and business support, and realized development of synergistic interaction of various businesses, ensured stability of retail revenue with the channel brands with Harmony World Watches as the leading brand by uninterruptedly carrying out sales competition and theme promotion; persistently carried out long aged inventory digestion work through control of the total inventories; realized expense reduction and profit increasing by means of various approaches, including rationalized capital allocation, “reducing rent and withholding”, cutting down bank card transaction fee, saving refurbishment costs etc.; , ensured the backbone team continuously stable by means of a series of employee development programs, such as training program and improved the organization’s capability; took FIYTA as the key product brand, the “growth rate strategy + productivity strategy” as the work core and promoted the sales growth by means of sales competitions such as “Global Travel”, etc., holiday promotion, new arrival promotion, etc.; comprehensively improved the quality of channels through upgrading the channel development standards, focusing on terminal and shopping guide and regulating the management of the distributors; enriched varieties of the existing channels by striving to develop e-business, continuously enhancing construction of overseas channels and developing business of multiple brands; steadily improved the product gross margin level by adjusting product structure, improving retail price of products in series and controlling product costs; promoted the brand awareness and reputation in various ways, such as holding FIYTA Brand annual symposium, new arrival news conference, participating in Basel Watch Fair, spokesperson promotion activities, etc. Meanwhile, the Company continued to carry out a series of internal management upgrading work, such as management innovation, etc. and maintained general stability of various businesses. Year-on-year changes in the major financial data In CNY 9 FIYTA Holdings Ltd. 2013 Semi-Annual Report Year-on-year Same Period of the Reporting period increase/decrease Cause of Change Previous Year (%) Operating revenue 1,508,353,766.86 1,483,755,811.36 1.66% Operating costs 970,869,666.64 987,034,886.89 -1.64% Selling expenses 315,335,871.86 260,546,992.95 21.03% Administrative 78,223,983.74 87,835,143.36 -10.94% expenses Financial expenses 47,823,408.80 59,603,871.04 -19.76% Income tax expenses 13,755,185.77 17,173,824.32 -19.91% Investment in R & D 6,620,694.71 6,326,203.26 4.66% controlled the Net cash flow arising development speed from operating 133,994,800.57 -93,347,203.62 of the famous brand activities watch network Net cash flow arising from investment -57,808,318.28 -75,472,033.87 -23.4% activities Net cash flow arising Decrease of the from fund-raising -120,444,793.36 199,130,466.48 -160.49% amount of bank loan activities in the current year Decrease of cash and cash equivalent Net increase in cash -44,930,869.69 30,335,454.06 -248.11% at the period end and cash equivalents over the period beginning Great change has taken place in profit composition or profit sources in the reporting period Inapplicable No significant change has taken place in profit composition or profit sources in the reporting period. Future development and plan extended to the reporting period as disclosed in the documents of public disclosure, such as the company’s prospectus, letter of intent on the offering and asset reorganization report, etc. Inapplicable Review and summary of the progress of the operaton plan in the reporting period the Company disclosed previously Inapplicable 10 FIYTA Holdings Ltd. 2013 Semi-Annual Report III. Composition of Principal Businesses In CNY Increase/decr Increase/decr Increase/decr ease of ease of ease of gross principal revenue in the profit rate over Operating Operating Gross margin business cost same period the same revenue costs (%) over the same of the period of the period of previous year previous year previous year (%) (%) (%) Sectors 1,133,437,63 847,739,810. Commerce 25.21% -3.42% -3.03% -0.29% 4.12 91 321,175,473. 110,740,242.6 Industry 65.52% 20.79% 11.67% 2.81% 86 6 39,214,706.2 Leasehold 6,743,346.45 82.8% 12.99% -35.13% 12.75% 4 Products Sales of 1,133,437,63 847,739,810. famous brand 25.21% -3.42% -3.03% -0.29% 4.12 91 watches Sales of 321,175,473. 110,740,242.6 FIYTA 65.52% 20.79% 11.67% 2.81% 86 6 watches 39,214,706.2 Leasehold 6,743,346.45 82.8% 12.99% -35.13% 12.75% 4 Regions Northeast 130,071,970. 95,160,184.4 26.84% -6.88% -7.95% 0.85% China 42 4 290,411,310.1 218,987,802. North China 24.59% -0.6% -1.76% 0.89% 6 61 Northwest 270,095,282. 199,716,950. 26.06% -18.45% -19.24% 0.73% China 36 98 Southwest 137,226,801. 98,473,472.7 28.24% 24.47% 22.8% 0.98% China 31 8 178,523,905. 125,133,429. East China 29.91% -2.43% -3.75% 0.96% 64 43 487,498,544. 227,751,559. South China 53.28% 16.65% 13.87% 1.14% 34 78 11 FIYTA Holdings Ltd. 2013 Semi-Annual Report Note: The gross margin from the property leasehold in the region of South China increased by 12.75% over the same period of the previous year was due to that upon completion of the amortization of the equipment of Xi’an FIYTA Building, the property cost is reduced. IV. Analysis on Core Competitiveness FIYTA’s core competitiveness is a collection consisting of a set of techniques and technology which enables the Company to provide customers with particular values, is the competitive power on which a series of products or services rely in achieving the leading position. It consists of the ability of brand building, ability of offering top quality services, ability of product innovation, ability of knowledge management and ability of management of strategic human resources. In the reporting period, the In-cabin Space Suite Watch, the Astronauts’ Working Watches and the Astronautess’ Working Watch delivered by the Company accompanied the astronauts and astronautess of Shenzhou IX in successful fulfillment of China’s first manned spaceship rendezvous and docking mission as well as the first space lecturing; the Company was awarded the First Prize of Science & Technology Progress by China National Light Industry Council for the project of “the Driving Unit of High Precision Multi-function Mechanical Watch”; the honorable mention of “the 14th China Design Patents in 2013” granted by State Intellectual Property Office (SIPO) for FIYTA TRIUMP Series Watch GA8180.BBB. During the first half year, the Company was granted 1 invention patent, 5 patents for utility model and 8 design patents. V. Analysis on Investment Status 1. External Equity Investment (1) External Investment External Investment Investment amount in the reporting Investment in the same Period of the period (in CNY) Previous Year (in CNY) Change rate (%) 0.00 28,050,000.00 -100% Particulars of Investees Porportion in the investees’ equity Company Name Principal business (%) (2) Holding of the Equipty in Financial Enterprises Inapplicable (3) Investment in Securities Inapplicable Holding of the equity in other listed companies Inapplicable 12 FIYTA Holdings Ltd. 2013 Semi-Annual Report 2. Entrusted Financing, Investment in Derivative Products and Entrusted Loan Inapplicable 3. Application of the Proceeds Raised through Share Offering (1) General Application of the Raised Capital In CNY10,000 Total raised capital 40,000 Total raised capital invested in the reporting 40,000 period Total raised capital accumulatively invested 40,000 Total raised capital whose application has been 0 changed in the reporting period Total raised capital whose application has been 0 changed accumulatively Proportion of the total raised capital whose application has been changed accumulatively 0% (%) Note to Application of the Raised Capital The Company held the 33rd meeting of the Sixth Board of Directors on June 19, 2012. The meeting reviewed and approved the Proposal of Issuing Company Bonds, etc. according to which, the Company planned to issue company bonds with a size not exceeding CNY400 million and with a term not exceeding 5 years (with 5 years inclusive) which would be used for replacing bank loan and replenishing the working capital. On September 9, 2012, approved through verification by China Securities Regulatory Commission (CSRC) with Document ZHENG JIAN XU KE [2012] No. 1209, the Company was approved to issue company bonds with the size not exceeding CNY 400 million. The Company issued CNY 400 million of bonds in the current period. After deduction of the issuing costs, the net raised capital amounting to CNY396.9 million was remitted to the bank account designated by the Company on March 5, 2013. RSM China CPAs, the CPAs engaged by the Company issued the capital verification reports of ZHONG RUI YUE HUA YAN ZI [2013] No. 0053, ZHONG RUI YUE HUA YAN ZI [2013] No. 0054 and ZHONG RUI YUE HUA YAN ZI [2013] No. 0055 respectively for the frozen capital for subscription of the on-line bond issuing, the frozen capital for subscription of the off-line placement and the actual raised capital conditions. Approved by Shenzhen Stock Exchange with Document SHEN ZHENG SHANG [2013] No. 99, the bonds have been listed for trading with both SZSE Centralized Bidding System and the Comprehensive Agreement Based Transaction Platform commencing from March 29, 2013 with the abbreviation of the security as “12 YADA BOND” and security code as “112152”. The issuing of the company bonds has been completed. The capital raised from the issuing was remitted to the bank account designated by the Company on March 5, 2013. Ended June 30, 2013, the Company had used up all the raised capital and no change has taken place in the application purpose of the raised capital. 13 FIYTA Holdings Ltd. 2013 Semi-Annual Report (2) Promised Projects with Raised Capital In CNY10,000 Date Amount Investm Has when Total accumul ent Has the significa Has the the promise atively progres predicte nt project Total Amount project Result Promised investment d invested s by the d change been investm invested has realized projects and investm up to end of operatio taken changed ent after in the reached in the investment with the ent the end the n result place in (including adjustm report the reportin over-raised capital with of the report been the partial ent (1) period predicte g period raised report period reached feasibilit change) d capital period (%) (3) ? y of the applicab (2) = (2)/(1) project? le status Investment projects as promised Repayment of bank 30,000 30,000 30,000 30,000 100% 0 loan Replenishing the 10,000 10,000 10,000 10,000 100% 0 working capital. Sub-total of investment with 0 0 0 0 0 over-raised capital Sub-total of investment projects -- 40,000 40,000 40,000 40,000 -- -- 0 -- -- as promised Investment with over-raised capital 0 0 0 0 0 Sub-total of investment with -- 0 0 0 0 -- -- 0 -- -- over-raised capital Total -- 40,000 40,000 40,000 40,000 -- -- 0 -- -- Note to failure to comply with the planned progress and predicted Inapplicable earnings and the cause(s) (based on the specific projects) Explanation of the Inapplicable significant change in 14 FIYTA Holdings Ltd. 2013 Semi-Annual Report project feasibility Amount of over-raised capital, Inapplicable application and progress of use Change of the implementation site of the projects Inapplicable invested with the raised capital Adjustment of the implementation method of the Inapplicable projects invested with the raised capital About the initial investment in the projects planned to Inapplicable be invested with the raised capital and the replacement Using the idle raised capital to supplement the Inapplicable working capital on temporary basis Balance of the raised capital incurred in process of project Inapplicable implementation and the cause About application and status of the Inapplicable raised capital unused Problems existing in application of the raised capital and Inapplicable the information disclosure or other issues 15 FIYTA Holdings Ltd. 2013 Semi-Annual Report (3) Change of the Projects Invested with the Raised Capital Inapplicable (4) Projects Invested with the Raised Capital Summary of Projects Invested with Disclosure date Disclosure index Raised Capital For the detail, refer to the Special Report on Deposit and Application of August 21, 2013 http://www.cninfo.com.cn/ the Raised Capital in the First Half Year of 2013. 4. Analysis on Principal Subsidiaries and Mutual Shareholding Companies Particulars about the Principal Subsidiaries and Mutual Shareholding Companies In CNY Leading Total Net assets Operating Company Company Sectors products Registered Turnover Net profit assets, in (CNY) profit (in Names type engaged in and capital in CNY (in CNY) CNY CNY) services Mainly engaged in sales of world famous Shenzhen brand Harmony watch, World 600,000,0 2,075,956, 666,898,6 1,160,583, 16,898,69 13,566,52 Subsidiary Retail including Watches 00 786.86 78.44 110.18 7.17 6.47 purchase, Center sales and Co., Ltd. maintenan ce service of timepieces and parts Sales and repairing of clocks FIYTA and 50,000,00 479,672,0 40,143,06 310,152,0 23,469,34 17,436,26 Sales Co., Subsidiary Retail watches 0 62.42 0.91 93.40 5.95 2.63 Ltd. and parts, sales of jewelry 16 FIYTA Holdings Ltd. 2013 Semi-Annual Report and ornaments . Mainly engaged in production and sales of FIYTA watches, including Shenzhen productin FIYTA and Sophisticat maintenan ed Manufactu 10,000,00 221,216,8 52,328,111 167,156,5 42,271,83 36,373,73 Subsidiary ce of Timepiece re 0 60.69 .60 81.38 5.24 7.13 clocks and s watches, Manufactu and driving re Co., Ltd. units, spares and parts, sophisticat ed timepieces . R & D, production and sales of Shenzhen watches, FIYTA production Technolog Manufactu , 10,000,00 60,251,30 16,394,70 75,533,90 6,378,000. 4,901,516. y Subsidiary re machining, 0 7.78 0.95 5.42 83 64 Developm sales and ent Co., technology Ltd. developme nt of sophisticat ed parts. Mainly FIYTA engaged in HK$ (Hong 291,556,3 122,570,2 72,665,43 5,619,414. 4,189,029. Subsidiary Retail trade and 65,060,00 Kong) 66.34 02.44 1.42 52 40 overseas 0 Limited market 17 FIYTA Holdings Ltd. 2013 Semi-Annual Report developme nt of FIYTA watches Sales of clocks and watches and gifts and Shenzhen consultatio Symphony 28,654,96 -1,575,350 4,425,684. -1,517,049 -1,137,786 Subsidiary Retail n of 5,000,000 Trading 6.38 .94 28 .32 .99 relevant Co., Ltd. informatio n and other domestic trading Mutual Shanghai Sales of shareholdi Watch Manufactu watches 15,350,00 80,058,65 75,142,20 32,459,52 -135,662.7 433,762.9 ng Industry re and spares 0 3.09 2.14 3.98 6 0 company Co., Ltd. and parts 5. Projects Invested with Funds not Raised through Share Offering Inapplicable VI. Prediction of the Operation Performances from January to September 2013 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 VII. Explanation of the Board of Directions and the Supervisory Committee on the Qualified Auditor’s Report Issued by the CPAs Inapplicable VIII. Explanation of the Board of Directions to the Matters in Connection with “Qualified Auditors’ Report” of the Previous Year Inapplicable 18 FIYTA Holdings Ltd. 2013 Semi-Annual Report IX. Implementation of Profit Distribution in the Reporting Period Implementation or adjustment of the profit distribution plan, especially cash dividend plan and plan for conversion of capital reserve into share capital implemented in the reporting period 2012 Profit Distribution Plan was reviewed and approved at the 2nd meeting of the Seventh Board of Directors held on February 27, 2013 and 2012 Annual General Meeting held on June 21, 2013. According to the plan, the Company took the share capital as at December 31, 2012 totalling 392,767,870 shares as the base, and would distribute cash dividend at rate of CNY 1.00 for every 10 shares (with tax inclusive) to all the shareholders. The total cash dividend to be distributed amounted to CNY 39,276,787.00. The profit distribution was completed by August 13, 2013. X. Preplan for Profit Distribution and Conversion of Capital Reserve into Share Capital Inapplicable XI. Statement of such activities as reception, research, communication, interview in the reporting period Reception Way of Types of Visitors Discussion topics and Reception Time place reception Visitors received provision of materials SINOLINK SECURITIES Development trend of CO., LTD, the domestic luxury China Galaxy goods sector, some Securities Co., measures concerning Ltd., Shenzhen the Company’s Golden strategic development, March 25, 2013 Company On-Site Survey Institution Investment brand construction, Management terminal management Co., Ltd., and in the past three years. Changsheng Provision of public Fund brochures for the first Management half year of 2013. Co., Ltd. Development trend of UBS Securities the domestic luxury Co., Ltd., goods sector, some Huaxia Fund measures concerning Management May 7, 2013 Company On-Site Survey Institution the Company’s Co., Ltd., and strategic development, Guosen brand construction, Securities Co., terminal management Ltd. in the past three years. 19 FIYTA Holdings Ltd. 2013 Semi-Annual Report Provision of public brochures for the first half year of 2013 Development trend of the domestic luxury goods sector, some Hanlun measures concerning Invstment the Company’s Consulting strategic development, May 23, 2013 Company On-Site Survey Institution (Shanghai) Co., brand construction, Ltd., and Rising terminal management Securities Co., in the past three years. Ltd. Provision of public brochures for the first half year of 2013 Hongyuan Development trend of Securities Co., the domestic luxury Ltd., Essence goods sector, some Fund measures concerning Management the Company’s Co., Ltd., Gold strategic development, June 4, 2013 Company On-Site Survey Institution State Securities brand construction, Co., Ltd. and terminal management Guangdong in the past three years. Wens Provision of public Investment Co., brochures for the first Ltd. half year of 2013 20 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 5 Significant Events I. Overview of Corporate Governance In the year 2013, the Company continuously improved the Company’s 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 Company’s corporate governance and the regulatory documents of China Securities Regulatory Commission concerning governance of listed companies. The Company established and improved relatively standardized corporate governance structure and rules of procedures strictly according to law, rules and regulations, including the PRC Company Law, and the Articles of Association of the Company, 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 Company’s supreme organ and has the power of deciding the Company’s operation policy and investment plan, reviewing and approving the Company’s 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 Company’s 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 Company’s 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 Company’s external investment, acquisition and sales of assets, assets pledgement, external guarantee, related transactions, etc., decides establishment of the Company’s internal management organs, engagement and disengagement of the Company’s 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 Company’s 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 Meeting’s 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 Company’s 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. 21 FIYTA Holdings Ltd. 2013 Semi-Annual Report II. Significant Lawsuits and Arbitrations Inapplicable The Company has never been involved in any significant lawsuit or arbitration in the reporting period. III. Query from Media Inapplicable There was no even in the Company generally questioned by media in the reporting period. IV. Bankruptcy or Reorganization Related Events Inapplicable V. Asset Transactions Inapplicable VI. Implementation of the Company’s Equity Incentive Plan and its Influences Inapplicable VII. Material Related Transactions 1. Related transactions in connection with daily operation Principle Amount Proporti Way of Descript of of the on in the settleme Similar Price of Type of ion of pricing related amount nt for market Related Relation related Disclosu Disclosu related Related of the transacti of the the price Parties ship transacti re date re index parties Transact related on (in similar related obtainab ons ions transacti CNY transacti transacti le ons 10,000) ons (%) on http://w Rainbo Commo Shoppin Bank ww.cninf w n Sales g mall Negotiat account March 137.34 5.49% o.com.c Superm controlle costs expense ed price transfer 2, 2013 n/2013- arket r s ence 009 Commo Administ Bank http://w Property CATIC n rative Negotiat account March ww.cninf manage 57.26 100% Property controlle expense ed price transfer 2, 2013 o.com.c ment fee r s ence n/2013- 22 FIYTA Holdings Ltd. 2013 Semi-Annual Report 009 Shenzh en http://w CATIC Commo Administ Bank ww.cninf Enterpri n rative Training Negotiat account March 14.24 10.83% o.com.c se controlle expense fees ed price transfer 2, 2013 n/2013- Group r s ence 009 Training Center Revenu http://w Commo Bank CATIC e from ww.cninf n Property Negotiat account March Real principal 75.44 1.92% o.com.c controlle lease ed price transfer 2, 2013 Estate busines n/2013- r ence s 009 Shenzh en Revenu http://w Makway Commo Bank e from ww.cninf Cable n Property Negotiat account March principal 23.33 0.59% o.com.c TV controlle lease ed price transfer 2, 2013 busines n/2013- Equipm r ence s 009 ent Co., Ltd. Revenu http://w Commo Bank e from ww.cninf CATIC n Property Negotiat account March principal 133.03 3.39% o.com.c Property controlle lease ed price transfer 2, 2013 busines n/2013- r ence s 009 Revenu http://w CATIC Commo Bank e from ww.cninf Securiti n Property Negotiat account March principal 51.12 1.3% o.com.c es, Co., controlle lease ed price transfer 2, 2013 busines n/2013- Ltd. r ence s 009 Shenzh en Revenu http://w CATIC Commo Bank e from ww.cninf City n Property Negotiat account March principal 1.12 0.03% o.com.c Property controlle lease ed price transfer 2, 2013 busines n/2013- Develop r ence s 009 ment Co., Ltd. Shenzh Commo Revenu Property Negotiat Bank March http://w 1.12 0.03% en n e from lease ed price account 2, 2013 ww.cninf 23 FIYTA Holdings Ltd. 2013 Semi-Annual Report CATIC controlle principal transfer o.com.c City r busines ence n/2013- Develop s 009 ment Co., Ltd. Shenzh en CATIC Revenu http://w Commo Bank Guanlan e from ww.cninf n Property Negotiat account March Real principal 4.46 0.11% o.com.c controlle lease ed price transfer 2, 2013 Estate busines n/2013- r ence Develop s 009 ment Co., Ltd. Shenzh en CATIC Revenu http://w Changta Commo Bank e from ww.cninf i n Property Negotiat account March principal 64.28 1.64% o.com.c Investm controlle lease ed price transfer 2, 2013 busines n/2013- ent r ence s 009 Develop ment Co., Ltd. Revenu http://w Xi’an Commo Bank e from ww.cninf Tianyue n Property Negotiat account March principal 175 4.46% o.com.c Hotel controlle lease ed price transfer 2, 2013 busines n/2013- Co., Ltd. r ence s 009 Revenu http://w Rainbo Commo Bank e from ww.cninf w n Property Negotiat account March principal 19.17 0.49% o.com.c Superm controlle lease ed price transfer 2, 2013 busines n/2013- arket r ence s 009 Shenzh en Revenu http://w Commo Bank CATIC e from ww.cninf n Property Negotiat account March City principal 4.5 0.11% o.com.c controlle lease ed price transfer 2, 2013 Investm busines n/2013- r ence ent Co., s 009 Ltd. Shenzh Commo Revenu Property Negotiat 19.62 0.5% Bank March http://w 24 FIYTA Holdings Ltd. 2013 Semi-Annual Report en n e from lease ed price account 2, 2013 ww.cninf CATIC controlle principal transfer o.com.c Jiufang r busines ence n/2013- Assets s 009 Manage ment Co., Ltd. Shenzh en Revenu http://w Commo Bank CATIC e from ww.cninf n Property Negotiat account March Theme principal 47.28 1.21% o.com.c controlle lease ed price transfer 2, 2013 Real busines n/2013- r ence Estate s 009 Co., Ltd. Ganzho u CATIC http://w Commo Bank Real ww.cninf n Sales Property Negotiat account March Estate 46.76 1.09% o.com.c controlle costs lease ed price transfer 2, 2013 Develop n/2013- r ence ment 009 Co., Ltd. Chengd u CATIC http://w Commo Bank Real ww.cninf n Sales Property Negotiat account March Estate 18.31 0.43% o.com.c controlle costs lease ed price transfer 2, 2013 Develop n/2013- r ence ment 009 Co., Ltd. Revenu http://w Eventua Bank e from ww.cninf l Sales of Negotiat account March AVIC principal 132.8 0.09% o.com.c controlle products ed price transfer 2, 2013 busines n/2013- r ence s 009 Revenu http://w Rainbo Commo Bank e from ww.cninf w n Sales of Negotiat 3,843.2 account March principal 2.57% o.com.c Superm controlle products ed price 9 transfer 2, 2013 busines n/2013- arket r ence s 009 Commo Revenu Bank http://w Shenna Sales of n e from Negotiat account March ww.cninf n Circuit material 735.76 0.49% controlle principal ed price transfer 2, 2013 o.com.c Co., Ltd. s r busines ence n/2013- 25 FIYTA Holdings Ltd. 2013 Semi-Annual Report s 009 5,666.7 Total -- -- -- -- -- -- -- 4 2、2. Related transactions concerning assets acquisition/sales Inapplicable 3、3. Important Related Transitions with Joint Investments Inapplicable 4. Current Associated Rights of Credit and Liabilities Did there exist any non-operational related rights of credit and liabilities No Does there Amount Types of exist Opening incurred in Ending creditor’s Reasons of non-operatio Related Parties Relationship balance (in the reporting balance (in right and formation n oriented CNY 10,000) period (in CNY 10,000) liabilities fund CNY 10,000) occupancy? Related Common party’s rights Rainbow Supermarket Loan No 79.93 210.67 290.6 controller of credit receivable Related Eventual party’s rights AVIC Loan No 67.68 55.75 123.43 controller of credit receivable Related Shenzhen CATIC Common party’s rights Enterprise Group Training fees No 15 0.18 15.18 controller of credit Training Center receivable Related Shennan Circuit Co., Common party’s rights Loan No 183.16 -73.6 109.56 Ltd. controller of credit receivable Related Shennan Circuit Co., Common party’s rights Loan (Notes No 200 350 550 Ltd. controller of credit receivable) receivable 26 FIYTA Holdings Ltd. 2013 Semi-Annual Report Related CATIC Electronic Common party’s rights Measuring Loan No 0 10.37 10.37 controller of credit Instruments Co., Ltd receivable Related Chengdu CATIC Real Common party’s rights Rental No 0.41 -0.41 0 Estate controller of credit deposit receivable Related Property Common party’s rights CATIC Property management No 0 1.35 1.35 controller of credit fee receivable Related Common party’s rights Shopping Rainbow Supermarket No 11.94 3.14 15.08 controller of credit mall deposit receivable Related Chengdu CATIC Real Common party’s rights Rental Estate Development No 10.05 0 10.05 controller of credit deposit Co., Ltd. receivable Related Ganzhou CATIC Real Common party’s rights Rental Estate Development No 12.27 0 12.27 controller of credit deposit Co., Ltd. receivable Related Shenzhen CATIC Residual Common parties’ Building Technology engineering No 0.82 0 0.82 controller liabilities Co., Ltd. payment payable Related Shenzhen CATIC Residual Common parties’ Nanguang Elevator engineering No 0.34 0 0.34 controller liabilities Engineering Co., Ltd. payment payable Related Shenzhen CATIC City Common parties’ Rental No 3.78 0 3.78 Investment Co., Ltd. controller liabilities deposit payable Related CATIC Securities, Co., Common parties’ Rental No 17 0 17 Ltd. controller liabilities deposit payable CATIC Real Estate Common Related Rental No 42.48 0 42.48 27 FIYTA Holdings Ltd. 2013 Semi-Annual Report controller parties’ deposit liabilities payable Related Shenzhen CATIC Common parties’ Rental Changtai Investment No 22.17 0 22.17 controller liabilities deposit Development Co., Ltd. payable Related Shenzhen CATIC Common parties’ Rental Jiufang Assets No 0 6.06 6.06 controller liabilities deposit Management Co., Ltd. payable Related Common parties’ Rental Rainbow Supermarket No 6 0 6 controller liabilities deposit payable Related Shenzhen Makway Common parties’ Rental Cable TV Equipment No 6.46 -6.46 0 controller liabilities deposit Co., Ltd. payable Influence of the related rights of credit and liabilities upon the Company’s Inapplicable operation results and financial position. 5. Other Material Related Transactions The 3rd meeting of the Seventh Board of Directors held on April 3, 2013 reviewed and approved the Proposal for the Financial Service Agreement Signed by AVIC Finance Co., Ltd. For the relevant contents, refer to the Announcement on the Resolutions of the 3rd Meeting of the Seventh Board of Directors (2013-013) and the Announcement on the Related Transaction Involved in the Financial Service Agreement Signed by AVIC Finance Co., Ltd. (2013-015). The proposal needs to be submitted to the General Meeting for review. Relevant inquiry with the Internet website for disclosing provisional report on material related transactions Date of disclosing provisional Description of the website for disclosing Description of provisional announcement announcement provisional announcements The Announcement on the Related Transaction Involved in the Financial April 3, 2013 http://www.cninfo.com.cn/ Service Agreement Signed by AVIC Finance Co., Ltd. (2013-015) 28 FIYTA Holdings Ltd. 2013 Semi-Annual Report VIII. Important Contracts and Implementation 1. Custody, Contacting and Leases (1) Custody Inapplicable (2) Contracts Inapplicable (3) Leases Inapplicable 2. Guarantees In CNY10,000 Outward guarantees (excluding guarantee to the subsidiaries) Date of the Date of Guarant announce occurrence Impleme ee to ment on Guarantee Actual amount Type of Guarantee Names of Gurantees (date of ntation related the line of guarantee guarantee period agreement status party? guarantee execution) (Y/N) line Inapplicable Guarantees to the Subsidiaries Date of the Date of Guarant announce occurrence Impleme ee to Guarantee Actual amount Type of Guarantee Names of Gurantees ment on (date of ntation related line of guarantee guarantee period the agreement status party? guarantee execution) (Y/N) line Shenzhen Harmony Guarantee Feb. 28, World Watches 10,000 July 23, 2012 10,000 with joint 1 year No No 2012 Center Co., Ltd. responsibility Shenzhen Harmony Guarantee Feb. 28, August 27, World Watches 8,000 8,000 with joint 1 year No No 2012 2012 Center Co., Ltd. responsibility Shenzhen Harmony March 1, 2,878.76 January 21, 2,878.76 Guarantee 1 year No No 29 FIYTA Holdings Ltd. 2013 Semi-Annual Report World Watches 2013 2013 with joint Center Co., Ltd. responsibility Guarantee Fiyta (Hong Kong) June 13, September 6, 2,741.37 2,741.37 with joint 2 years No No Ltd. 2011 2011 responsibility Guarantee Fiyta (Hong Kong) June 13, August 10, 2,741.37 2,741.37 with joint 2 years No No Ltd. 2011 2011 responsibility Guarantee Fiyta (Hong Kong) Feb. 28, October 5, 1,592.2 1,592.2 with joint 2 years No No Ltd. 2012 2012 responsibility Guarantee Fiyta (Hong Kong) Feb. 28, November 10, 2,388.3 2,388.3 with joint 2 years No No Ltd. 2012 2012 responsibility Total amount of guarantee to the Total amount of guarantee to subsidiaries approved in the report 100,000 subsidiaries actually incurred 30,342 period (B1) in the report period (B2) Total amount of guarantee to Total balance of guarantee to subsidiaries already approved at 100,000 subsidiaries at the end of the 69,658 the end of the report period (B3) report period (B4) Total amount of guarantees offered by the Company (i.e. total of the above two items) Total amount of guarantee line Total amount of guarantee approved in the report period 100,000 actually incurred in the report 30,342 (A1+B1) period (A2+B2) Total amount of guarantee line Total balance of actual already approved in the report 100,000 guarantee at the end of the 69,658 period (A3 +B3) report period (A4+B4) Proportion of the actual guarantee in the Company’s net assets (i.e. 46.06% A4+B4) (%) Including: Amount of guarantees offered to the shareholders, actual controller 0 and its related parties (C) Amount of guarantee for liabilities directly or indirectly offered to the 0 guarantees with the asset-liability ratio exceeding 70%. (D) Amount with the total guarantee exceeding 50% of the net assets 0 (E) Total of the aforesaid three guarantees (C+D+E) 0 Note to the joint responsibility for discharge upon expiry of the Inapplicable guarantee term (if any) 30 FIYTA Holdings Ltd. 2013 Semi-Annual Report Description of external guarantee against the specified procedures Inapplicable (if any) 3. Other Material Contracts Inapplicable 4. Other Important Transactions Inapplicable IX. Commitments of the Company and its shareholders holding over 5% of the Company’s total shares in the report year or extending to the report year from previous year(s) Commitment Commitment Commitments Promiser Description Implementation time term Commitment for Equity Separation Reform Commitments in the acquisition report or the written report on change of equity Commitment made at the time of asset reorganization AVIC International Holdings Limited shall not assign the shares new subscribed within 36 months AVIC commencing International December 29, In process of Commitment made at IPO or re-financing from the end of 3 years Holdings 2010 implementation the non-public Limited offering by Fiyta Holdings Ltd. (December 30, 2010 to December 29, 2013) according to the Measures for Administration 31 FIYTA Holdings Ltd. 2013 Semi-Annual Report of Issuing of Securities by Listed Companies, the Rules for Implementation of Non-public Issuing of Shares by Listed Companies and the Rules of Shenzhen Stock Exchange on Listing Stocks, and other law, rules and regulations as well as the Contract for Subscription of Shares Non-publically Issued by Fiyta Holdings Ltd. 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 (if any) X. Engagement/Disengagement of CPAs Has the semi-annual financial report been audited? No XI. Punishment and Rectification Inapplicable 32 FIYTA Holdings Ltd. 2013 Semi-Annual Report XII. Notes to Other Significant Events Inapplicable 33 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 6 Change of Shares and Particulars about Shareholders I. Change of Shares Before the change Increase / Decrease (+/ -) After the change Shares Proportio New Bonus converte Proporti Number Others Sub-total Number n (%) issuing shares d from on (%) reserve 163,027, 163,027, I. Restricted shares 41.5% 41.5% 060 060 162,977, 162,977, 2. State corporate shares 41.49% 41.49% 327 327 5. Senior executive shares 49,733 0.01% 49,733 0.01% 229,740, 229,740, II. Unrestricted shares 58.5% 58.5% 810 810 148,092, 148,092, 1. CNY ordinary shares 37.71% 37.71% 810 810 2. Foreign invested shares 81,648,0 81,648,0 20.79% 20.79% listed in Mainland China 00 00 392,767, 392,767, III. Total Shares 100% 100% 870 870 Cause of change of shares Inapplicable Approval of Change of Shares Inapplicable Transfer of Change of Shares Inapplicable Influence from the share movements upon such financial indicators as earnings per share, diluted earnings per share, net asset per share of the shareholders attributable to the Company’s common shares in the lastest year and the latest accounting period. Inapplicable Other information as the Company considers necessary to be disclosed or demanded by the securities regulatory authority for disclosing Inapplicable 2. Explanation to the Change of the Company’s Total Shares and the Strucutre and the Change of the Company’s Asset and Liability Structure Arising Therefrom 34 FIYTA Holdings Ltd. 2013 Semi-Annual Report Inapplicable II. Number of Shareholders and Shareholding In shares Total shareholders at the end of the 27,682 reporting period Shares held by the shareholder holding over 5% of the total shares Numb Pledging or freezing Quantity Increa Numb er of at the se/dec er of the end of rease the Shareholder’s Shareholding non-re Nature the in the restrict Status of the Name proportion (%) stricte Quantity reporting reporti ed shares d period ng shares shares period held held AVIC State-owned International 162,977, Uncha 162,97 corporate 41.49% 0 Holdings Limited 327 nged 7,327 shareholder China Merchants Overseas 7,536,97 178,10 7,536, Securities (HK) 1.92% 0 corporate 0 0 970 Co., Ltd. Zhongrong Life Domestic Insurance Co., non-state 6,900,00 6,900, 6,900, Ltd. – Zhongrong 1.76% 0 corporate 0 000 000 Enhancement shareholder No. 1 China Construction Domestic Bank – Huaxia non-state 6,428,20 -4,491, 6,428, Superiority 1.64% 0 corporate 8 865 208 Growth Stock shareholder Based Securities Investment Fund Domestic National Social non-state 4,359,30 -519,2 4,359, Security Fund 1.11% 0 corporate 5 60 305 No. 114 Portfolio shareholder National Social Domestic 4,000,81 4,000, 4,000, 1.02% 0 Security Fund non-state 5 815 815 35 FIYTA Holdings Ltd. 2013 Semi-Annual Report No. 110 Portfolio corporate shareholder Domestic natural 3,788,80 3,788, 3,788, Dai Ying 0.96% 0 person 0 800 800 GSI S/A GOLDEN CHINA Overseas 3,418,28 -998,3 3,418, 0.87% 0 PLUS MASTER corporate 4 70 284 FUND KGI ASIA Overseas 2,992,08 -1,124, 2,992, 0.76% 0 LIMITED corporate 5 680 085 Essence International Overseas 2,778,19 Uncha 2,778, 0.71% 0 Securities (Hong corporate 2 nged 192 Kong) Limited About the fact that a strategic investor or ordinary corporate became one of Inapplicable the top ten shareholders due to placement of new shares (if any) Explanation on associated The Company has found neither affiliation among the aforesaid shareholders nor concerted actor as relationship or consistent action of the specified in the Measures for Administration of Information on the Shareholder Equity Change of above shareholders Listed Companies. Shareholding of top 10 shareholders of unrestricted shares Quantity of unrestricted shares held at the end of the Share type Shareholder’s Name reporting period Share type Quantity China Merchants Securities (HK) Co., 7,536,970 B-shares 7,536,970 Ltd. Zhongrong Life Insurance Co., Ltd. – 6,900,000 A Shares 6,900,000 Zhongrong Enhancement No. 1 China Construction Bank – Huaxia Superiority Growth Stock Based 6,428,208 A Shares 6,428,208 Securities Investment Fund National Social Security Fund No. 114 4,359,305 A Shares 4,359,305 Portfolio National Social Security Fund No. 110 4,000,815 A Shares 4,000,815 Portfolio Dai Ying 3,788,800 A Shares 3,788,800 GSI S/A GOLDEN CHINA PLUS 3,418,284 B-shares 3,418,284 MASTER FUND KGI ASIA LIMITED 2,992,085 B-shares 2,992,085 36 FIYTA Holdings Ltd. 2013 Semi-Annual Report Foreign shares Essence International Securities 2,778,192 listed abroad 2,778,192 (Hong Kong) Limited Industrial and Commercial Bank of China – Guotou Ruiyin Growth 1,800,000 A Shares 1,800,000 Selected Stock Based Securities Investment Fund Explanation to the associated relationship or consistent action among the top 10 shareholders of The Company has found neither affiliation among the aforesaid shareholders nor concerted actor as non-restricted negotiable shares and specified in the Measures for Administration of Information on the Shareholder Equity Change of that between the top 10 shareholders Listed Companies. of non-restricted negotiable shares and top 10 shareholders. Note to the shareholders involved in margin financing & securities lending Inapplicable (if any) Did the shareholders conduct agreed repurchase securities trading in the reporting period? No III. Change in Controlling Shareholder or Actual Controller Inapplicable 37 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 7 Directors, Supervisors and Senior Executives I. Change in Shares Held by Directors, Supervisors and Senior Executives Inapplicable There was no change in the shares held by the Company’s directors, supervisors and senior executives in the reporting period. For the detail, refer to 2012 Annual Report. II. Retirement and Dismissal of Directors, Supervisors and Senior Executives Inapplicable 38 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 8 Financial Report I. Auditors’ Report Has the semi-annual report been audited No The semi-annual financial report has not been audited. II. Financial Statements The currency applied in the financial notes and statements is China Yuan (CNY). 1. Consolidated Balance Sheet Prepared by FIYTA Holdings Ltd. In CNY Items Ending balance Opening balance Current assets: Monetary fund 95,490,125.02 140,420,994.71 Settlement Reserve Inter-bank lending Trading financial assets Notes receivable 5,500,000.00 2,000,000.00 Accounts receivable 352,990,365.07 309,117,274.31 Prepayments 76,280,021.13 75,418,566.40 Insurance premium receivable Reinsurance accounts receivable Accounts receivable reinsurance reserve Interest receivable Dividends receivable Other receivables 32,863,625.34 33,353,606.26 Buying and selling back financial assets 39 FIYTA Holdings Ltd. 2013 Semi-Annual Report Inventories 1,886,266,048.26 1,883,265,248.76 Non-current assets due within a year Other current assets 27,694,986.48 51,043,401.97 Total current assets 2,477,085,171.30 2,494,619,092.41 Non-Current Assets: Disbursement of entrusted loans and advances Available-for-sale financial assets Held –to-maturity investment Long-term accounts receivable Long-term equity investment 41,842,182.52 41,733,741.79 Investment based real estate 239,807,557.69 244,379,430.63 Fixed assets 311,211,357.91 317,801,267.87 Construction-in-process 5,181,006.05 3,866,365.79 Engineering supplies Disposal of fixed assets Productive biological assets Oil and gas asset Intangible assets 36,254,218.20 36,749,627.18 Development expenses Goodwill Long-term expenses to be 129,188,168.33 126,274,611.58 apportioned Deferred income tax asset 62,887,524.00 61,339,687.61 Other non-current assets Total non-current assets 826,372,014.70 832,144,732.45 Total assets 3,303,457,186.00 3,326,763,824.86 Current liabilities: Short-term borrowing 918,787,629.42 1,409,800,000.00 Borrowings from central bank Receipt of deposits and deposits from other banks 40 FIYTA Holdings Ltd. 2013 Semi-Annual Report Loans from other banks Trading financial liabilities Notes payable Accounts payable 211,299,461.08 211,297,566.43 Advance receipts 6,715,812.84 12,131,032.89 Funds from selling out and repurchasing financial assets Service charge and commission payable Salaries payable to the 15,491,894.02 28,090,979.22 employees Taxes payable 62,985,766.25 55,705,075.23 Interest payable 24,044,496.13 7,376,397.56 Dividends payable Other payables 38,068,836.34 37,453,414.11 Reinsurance payable Insurance contract reserve Funds from securities trading agency Funds from underwriting securities agency Non-current liabilities due 54,827,407.00 55,846,683.00 within a year Other current liabilities 7,315,030.73 10,088,432.90 Total current liabilities 1,339,536,333.81 1,827,789,581.34 Non-Current Liabilities: Long term borrowings 47,136,286.38 48,383,020.45 Bonds payable 400,000,000.00 Long term accounts payable Special accounts payable Predicted liabilities Deferred income tax liability Other non-current liabilities 2,050,000.00 1,506,000.00 Total non-current liabilities 449,186,286.38 49,889,020.45 Total liabilities 1,788,722,620.19 1,877,678,601.79 Owners’ equity (or shareholders’ 41 FIYTA Holdings Ltd. 2013 Semi-Annual Report equity): Paid up capital (or capital 392,767,870.00 392,767,870.00 stock) Capital reserve 525,506,952.78 525,506,952.78 Less: shares in stock Special reserve Surplus reserve 148,587,680.61 148,587,680.61 Generic risk reserve Retained earnings 456,082,096.65 386,984,676.78 Foreign Currency Capital -10,718,215.10 -7,169,555.04 Total owner’s equity attributable to 1,512,226,384.94 1,446,677,625.13 the parent company Minority equity 2,508,180.87 2,407,597.94 Owners’ equity (or shareholders’ 1,514,734,565.81 1,449,085,223.07 equity) Total liabilities and owners’ equity 3,303,457,186.00 3,326,763,824.86 (or 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 Items Ending balance Opening balance Current assets: Monetary fund 31,841,346.45 51,372,778.02 Trading financial assets Notes receivable Accounts receivable 240,328,704.17 240,591,979.60 Prepayments 8,405,680.16 7,400,499.96 Interest receivable Dividends receivable 90,931,618.19 15,960,140.05 Other receivables 1,086,101,870.36 879,008,377.75 Inventories 263,584.81 326,238.78 Non-current assets due 42 FIYTA Holdings Ltd. 2013 Semi-Annual Report within a year Other current assets 45,265.97 45,265.96 Total current assets 1,457,918,070.11 1,194,705,280.12 Non-Current Assets: Available-for-sale financial assets Held –to-maturity investment Long-term accounts receivable Long-term equity investment 774,041,902.52 773,933,461.79 Investment based real estate 239,807,557.69 244,379,430.63 Fixed assets 110,781,346.98 113,532,673.59 Construction-in-process 5,181,006.05 3,866,365.79 Engineering supplies Disposal of fixed assets Productive biological assets Oil and gas asset Intangible assets 29,900,696.62 30,390,445.62 Development expenses Goodwill Long-term expenses to be 9,031,028.42 9,959,330.37 apportioned Deferred income tax asset 354,202.35 424,050.46 Other non-current assets Total non-current assets 1,169,097,740.63 1,176,485,758.25 Total assets 2,627,015,810.74 2,371,191,038.37 Current liabilities: Short-term borrowing 710,000,000.00 949,800,000.00 Trading financial liabilities Notes payable Accounts payable 6,867,853.43 6,871,761.93 Advance receipts 1,881,869.43 1,393,704.45 Salaries payable to the 812,530.00 4,130,000.00 employees Taxes payable 4,387,274.04 7,275,698.17 43 FIYTA Holdings Ltd. 2013 Semi-Annual Report Interest payable 23,661,022.16 6,207,032.78 Dividends payable Other payables 14,800,326.37 14,215,414.94 Non-current liabilities due within a year Other current liabilities Total current liabilities 762,410,875.43 989,893,612.27 Non-Current Liabilities: Long term borrowings Bonds payable 400,000,000.00 Long term accounts payable Special accounts payable Predicted liabilities Deferred income tax liability Other non-current liabilities 2,050,000.00 1,506,000.00 Total non-current liabilities 402,050,000.00 1,506,000.00 Total liabilities 1,164,460,875.43 991,399,612.27 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 Special reserve Surplus reserve 148,587,680.61 148,587,680.61 Generic risk reserve Retained earnings 390,036,890.82 307,273,381.61 Foreign Currency Capital Owners’ equity (or shareholders’ 1,462,554,935.31 1,379,791,426.10 equity) Total liabilities and owners’ equity 2,627,015,810.74 2,371,191,038.37 (or shareholders’ equity) Legal Representative: Lai Weixuan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 44 FIYTA Holdings Ltd. 2013 Semi-Annual Report 3. Consolidated Profit Statement Prepared by FIYTA Holdings Ltd. In CNY Items Amount in the reporting period Amount in the previous period I. Gross Revenue 1,508,353,766.86 1,483,755,811.36 Including: revenue 1,508,353,766.86 1,483,755,811.36 Interest income Earned premium Service charge and commission income II. Total operating cost 1,426,809,547.89 1,403,350,279.05 Including: operating costs 970,869,666.64 987,034,886.89 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 9,598,819.57 8,333,683.51 surcharge Sales costs 315,335,871.86 260,546,992.95 Administrative 78,223,983.74 87,835,143.36 expenses Financial expenses 47,823,408.80 59,603,871.04 Loss from impairment 4,957,797.28 -4,298.70 of assets Plus: Income from change of fair value (loss is stated with “-“) Investment income 108,440.73 191,373.86 (loss is stated with “-“) 45 FIYTA Holdings Ltd. 2013 Semi-Annual Report Including: return on investment in associates and joint 108,440.73 191,373.86 ventures Exchange income (loss expressed with “-“) III. Operating Profit (loss is stated 81,652,659.70 80,596,906.17 with “-“) Plus: Non-operating income 1,561,438.20 1,841,642.65 Less: Non-operating 246,186.21 105,428.22 expenses Including: Loss from 27,315.73 11,895.85 disposal of non-current assets IV. Total profit (total loss is stated 82,967,911.69 82,333,120.60 with “-“) Less: Income tax expense 13,755,185.77 17,173,824.32 V. Net Profit (net loss is stated with 69,212,725.92 65,159,296.28 “-“) Including: Net profit realized by the consolidatee realized 0.00 -2,130,265.54 before the consolidation Net profit attributable to the 69,097,419.87 65,289,417.62 parent company’s owner Minority shareholders’ 115,306.05 -130,121.34 gain/loss VI. Earnings per share: -- -- (I) Basic earnings per share 0.176 0.166 (II) Diluted earnings per 0.176 0.166 share VII. Other comprehensive income -3,563,383.18 -1,485,490.34 VIII. Total comprehensive income 65,649,342.74 63,673,805.94 Total comprehensive income attributable to the owner of the 65,548,759.81 63,798,815.91 parent company Total comprehensive income attributable to minority 100,582.93 -125,009.97 shareholders Legal Representative: Lai Weixuan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 46 FIYTA Holdings Ltd. 2013 Semi-Annual Report 4. Profit Statement, Parent Company Prepared by FIYTA Holdings Ltd. In CNY Items Amount in the reporting period Amount in the previous period I. Revenue 44,773,085.81 82,860,262.56 Less: Business costs 6,806,000.42 46,268,068.51 Business taxes and 3,026,540.05 4,005,146.32 surcharge Sales costs 3,846,026.66 7,329,606.71 Administrative expenses 21,162,716.18 20,299,535.62 Financial expenses 460,822.78 12,666,803.25 Loss from impairment of 210,607.55 -4,298.70 assets Plus: Income from change of fair value (loss is stated with “-“) Investment income (loss 75,079,918.87 76,151,513.91 is stated with “-“) Including: return on investment in associates and joint 108,440.73 191,373.86 ventures II. Operating Profit (loss is stated 84,340,291.04 68,446,914.76 with “-“) Plus: Non-operating income 1,000,834.62 1,373,691.87 Less: Non-operating 180,000.00 92,474.40 expenses Including: Loss from 0.00 872.93 disposal of non-current assets III. Total profit (total loss is stated 85,161,125.66 69,728,132.23 with “-“) Less: Income tax expense 2,397,616.45 0.00 IV. Net Profit (net loss is stated 82,763,509.21 69,728,132.23 with “-“) V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income 0.00 0.00 47 FIYTA Holdings Ltd. 2013 Semi-Annual Report VII. Total comprehensive income 82,763,509.21 69,728,132.23 Legal Representative: Lai Weixuan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 5. Consolidated Cash Flow Statement 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 1,653,001,232.85 1,568,077,993.80 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 Other operation activity 18,388,403.90 12,564,978.28 related cash receipts Subtotal of cash flow in from 1,671,389,636.75 1,580,642,972.08 operating activity Cash paid for purchase of 1,104,945,928.41 1,262,119,139.90 48 FIYTA Holdings Ltd. 2013 Semi-Annual Report goods and reception of labor services Net increase of loans and advances to customers Net increase of due from central bank and due from banks Cash 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 197,357,609.04 180,306,617.10 Taxes paid 87,867,910.11 87,831,415.58 Other business related cash 147,223,388.62 143,733,003.12 payments Subtotal of cash flow out from 1,537,394,836.18 1,673,990,175.70 operating activity Net cash flow arising from 133,994,800.57 -93,347,203.62 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, 681,262.51 53,358.08 intangible assets and other long term assets Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts Subtotal of cash flow in from 681,262.51 53,358.08 investment activity Cash paid for 58,489,580.79 47,475,391.95 construction/purchase of fixed 49 FIYTA Holdings Ltd. 2013 Semi-Annual Report assets, intangible assets and other long term assets Cash paid for investment 28,050,000.00 Net increase of hypothecated loans Net cash received from payment by subsidiaries and other operating units Other investment related cash payments Subtotal of cash flow out from 58,489,580.79 75,525,391.95 investment activity Net cash flow arising from -57,808,318.28 -75,472,033.87 investment activities III. Cash flows arising from fund raising activities: Cash received from absorption of investment Incl.: Cash received from subsidiaries’ absorption of minority shareholders’ investment Cash received from 510,892,441.63 917,000,000.00 borrowings Cash received from bond issuing Other fund-raising related 125,000,000.00 cash receipts Subtotal of cash flow in from fund 510,892,441.63 1,042,000,000.00 raising activity Cash paid for liabilities 605,167,616.01 740,902,058.84 repayment Cash paid for dividend/profit distribution or repayment of 25,666,632.98 100,936,223.78 interest Including: Dividend and profit paid by subsidiaries to minority shareholders Other fund-raising related 502,986.00 1,031,250.90 cash payments 50 FIYTA Holdings Ltd. 2013 Semi-Annual Report Subtotal of cash flow out from fund 631,337,234.99 842,869,533.52 raising activity Net cash flow arising from -120,444,793.36 199,130,466.48 fund-raising activities IV. Influence from change of exchange rate upon cash and -672,558.62 24,225.07 cash equivalents V. Net increase of cash and cash -44,930,869.69 30,335,454.06 equivalents Plus: Opening balance of 140,420,994.71 179,972,430.02 cash and cash equivalents VI. Ending balance of cash and 95,490,125.02 210,307,884.08 cash equivalents Legal Representative: Lai Weixuan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 6. Cash Flow Statement, Parent Company 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 45,381,348.64 53,110,671.45 goods and supply of labor Rebated taxes received 0.00 0.00 Other operation activity 15,856,708.91 70,163,474.04 related cash receipts Subtotal of cash flow in from 61,238,057.55 123,274,145.49 operating activity Cash paid for purchase of goods and reception of labor 9,645,155.22 services Cash paid to and for staff 21,485,348.55 21,344,665.48 Taxes paid 9,100,088.39 22,736,599.85 Other business related cash 191,779,618.43 290,935,269.71 payments Subtotal of cash flow out from 222,365,055.37 344,661,690.26 51 FIYTA Holdings Ltd. 2013 Semi-Annual Report operating activity Net cash flow arising from -161,126,997.82 -221,387,544.77 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, 672,000.00 33,000.00 intangible assets and other long term assets Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts Subtotal of cash flow in from 672,000.00 34,940,884.20 investment activity Cash paid for construction/purchase of fixed 2,795,509.98 7,408,400.71 assets, intangible assets and other long term assets Cash paid for investment 0.00 0.00 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 2,795,509.98 7,408,400.71 investment activity Net cash flow arising from -2,123,509.98 27,532,483.49 investment activities III. Cash flows arising from fund raising activities: Cash received from absorption of investment Cash received from 446,900,000.00 882,000,000.00 52 FIYTA Holdings Ltd. 2013 Semi-Annual Report borrowings Cash received from bond 0.00 issuing Other fund-raising related cash receipts Subtotal of cash flow in from fund 446,900,000.00 882,000,000.00 raising activity Cash paid for liabilities 289,800,000.00 583,700,000.00 repayment Cash paid for dividend/profit distribution or repayment of 12,877,937.77 81,083,348.04 interest Other fund-raising related 502,986.00 1,031,250.90 cash payments Subtotal of cash flow out from fund 303,180,923.77 665,814,598.94 raising activity Net cash flow arising from 143,719,076.23 216,185,401.06 fund-raising activities IV. Influence from change of exchange rate upon cash and cash equivalents V. Net increase of cash and cash -19,531,431.57 22,330,339.78 equivalents Plus: Opening balance of 51,372,778.02 49,327,161.12 cash and cash equivalents VI. Ending balance of cash and 31,841,346.45 71,657,500.90 cash equivalents Legal Representative: Lai Weixuan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 7. Consolidated Statement of Changes in Owner’s Equity Prepared by FIYTA Holdings Ltd. Amount in the reporting period In CNY Amount in the reporting period Items Owner’s equity attributable to the parent company Minority Total 53 FIYTA Holdings Ltd. 2013 Semi-Annual Report Paid equity owners’ up Less: Specia Surplu Generi Retain equity Capital capital shares l s c risk ed reserv Others (or in reserv reserv reserv earnin e capital stock e e e gs stock) 392,76 525,50 148,58 386,98 I. Ending balance of the -7,169, 2,407,59 1,449,085 7,870. 6,952. 7,680. 4,676. previous year 555.04 7.94 ,223.07 00 78 61 78 Plus: Change in accounting policy Correction of previous errors Others 392,76 525,50 148,58 386,98 II. Opening balance of the report -7,169, 2,407,59 1,449,085 7,870. 6,952. 7,680. 4,676. year 555.04 7.94 ,223.07 00 78 61 78 III. Decrease/increase of the 69,097 -3,548, 100,582. 65,649,34 report year (decrease is stated ,419.8 660.06 93 2.74 with “-“) 7 69,097 115,306. 69,212,72 (I) Net profit ,419.8 05 5.92 7 (II) Other comprehensive -3,548, -14,723. -3,563,38 income 660.06 12 3.18 69,097 -3,548, 100,582. 65,649,34 Subtotal of the above (I) and (II) ,419.8 660.06 93 2.74 7 (III) Owners’ input and decrease of capital 1. Capital invested by the owners 2. Amount of payment for shares charged to owners’ equity 3. Others (IV) Profit distribution 1. Provision of surplus reserve 2. Provision of general risk reserve 54 FIYTA Holdings Ltd. 2013 Semi-Annual Report 3. Distribution to the owners (or shareholders) 4. Others (V) Internal carry-forward 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 4. Others (VI) Special reserve 1. Provision in the report period 2. Applied in the report period (VII) Others 392,76 525,50 148,58 456,08 -10,71 IV. Ending balance of the report 2,508,18 1,514,734 7,870. 6,952. 7,680. 2,096. 8,215. period 0.87 ,565.81 00 78 61 65 10 Amount of Previous Year In CNY Amount of Previous Year Owner’s equity attributable to the parent company Paid up Less: Specia Surplu Generi Retain Total Items Minority Capital capital shares l s c risk ed owners’ reserv Others equity (or in reserv reserv reserv earnin equity e capital stock e e e gs stock) 392,76 581,60 131,32 327,52 I. Ending balance of the -7,355, 2,751,24 1,428,615 7,870. 6,952. 3,437. 1,960. previous year 528.69 9.66 ,942.11 00 78 78 58 Plus: Retroactive adjustment arising from consolidation of the enterprises under common control Plus: Change in accounting policy 55 FIYTA Holdings Ltd. 2013 Semi-Annual Report Correction of previous errors Others 392,76 581,60 131,32 327,52 II. Opening balance of the report -7,355, 2,751,24 1,428,615 7,870. 6,952. 3,437. 1,960. year 528.69 9.66 ,942.11 00 78 78 58 III. Decrease/increase of the -56,10 17,264 59,462 185,97 -343,651 20,469,28 report year (decrease is stated 0,000. ,242.8 ,716.2 3.65 .72 0.96 with “-“) 00 3 0 116,00 -343,880 115,659,8 (I) Net profit 3,746. .20 65.83 03 (II) Other comprehensive 185,97 186,202.1 228.48 income 3.65 3 116,00 185,97 -343,651 115,846,0 Subtotal of the above (I) and (II) 3,746. 3.65 .72 67.96 03 -56,10 (III) Owners’ input and decrease -56,100,0 0,000. of capital 00.00 00 1. Capital invested by the owners 2. Amount of payment for shares charged to owners’ equity -56,10 -56,100,0 3. Others 0,000. 00.00 00 17,264 -56,54 -39,276,7 (IV) Profit distribution ,242.8 1,029. 87.00 3 83 17,264 -17,26 1. Provision of surplus reserve ,242.8 4,242. 3 83 2. Provision of general risk reserve -39,27 3. Distribution to the owners (or -39,276,7 6,787. shareholders) 87.00 00 4. Others 56 FIYTA Holdings Ltd. 2013 Semi-Annual Report (V) Internal carry-forward 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 4. Others (VI) Special reserve 1. Provision in the report period 2. Applied in the report period (VII) Others 392,76 525,50 148,58 386,98 IV. Ending balance of the report -7,169, 2,407,59 1,449,085 7,870. 6,952. 7,680. 4,676. period 555.04 7.94 ,223.07 00 78 61 78 Legal Representative: Lai Weixuan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong 3. Statement of Change in Owner’s Equity, Parent Company Prepared by FIYTA Holdings Ltd. Amount in the reporting period In CNY Amount in the reporting period Paid up Less: Generic Total Items capital (or Capital Special Surplus Retained shares in risk owners’ capital reserve reserve reserve earnings stock reserve equity stock) I. Ending balance of the previous 392,767,8 531,162,4 148,587,6 307,273,3 1,379,791 0.00 0.00 0.00 year 70.00 93.88 80.61 81.61 ,426.10 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the report 392,767,8 531,162,4 148,587,6 307,273,3 1,379,791 0.00 0.00 0.00 year 70.00 93.88 80.61 81.61 ,426.10 57 FIYTA Holdings Ltd. 2013 Semi-Annual Report III. Decrease/increase of the 82,763,50 82,763,50 report year (decrease is stated 9.21 9.21 with “-“) 82,763,50 82,763,50 (I) Net profit 9.21 9.21 (II) Other comprehensive income 82,763,50 82,763,50 Subtotal of the above (I) and (II) 9.21 9.21 (III) Owners’ input and decrease of capital 1. Capital invested by the owners 2. Amount of payment for shares charged to owners’ equity 3. Others (IV) Profit distribution 1. Provision of surplus reserve 2. Provision of general risk reserve 3. Distribution to the owners (or shareholders) 4. Others (V) Internal carry-forward 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 4. Others (VI) Special reserve 1. Provision in the report period 2. Applied in the report period (VII) Others IV. Ending balance of the report 392,767,8 531,162,4 148,587,6 390,036,8 1,462,554 0.00 0.00 0.00 period 70.00 93.88 80.61 90.82 ,935.31 Amount of Previous Year 58 FIYTA Holdings Ltd. 2013 Semi-Annual Report In CNY Amount of Previous Year Paid up Less: Generic Total Items capital (or Capital Special Surplus Retained shares in risk owners’ capital reserve reserve reserve earnings stock reserve equity stock) I. Ending balance of the previous 392,767,8 531,162,4 131,323,4 191,171,9 1,246,42 0.00 0.00 0.00 year 70.00 93.88 37.78 83.15 5,784.81 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the report 392,767,8 531,162,4 131,323,4 191,171,9 1,246,42 0.00 0.00 0.00 year 70.00 93.88 37.78 83.15 5,784.81 III. Decrease/increase of the 17,264,24 116,101,3 133,365, report year (decrease is stated 0.00 0.00 0.00 0.00 0.00 2.83 98.46 641.29 with “-“) 172,642,4 172,642, (I) Net profit 28.29 428.29 (II) Other comprehensive income 172,642,4 172,642, Subtotal of the above (I) and (II) 28.29 428.29 (III) Owners’ input and decrease of capital 1. Capital invested by the owners 2. Amount of payment for shares charged to owners’ equity 3. Others 17,264,24 -56,541,0 -39,276,7 (IV) Profit distribution 0.00 0.00 0.00 0.00 0.00 2.83 29.83 87.00 17,264,24 -17,264,2 1. Provision of surplus reserve 2.83 42.83 2. Provision of general risk reserve 3. Distribution to the owners (or -39,276,7 -39,276,7 shareholders) 87.00 87.00 4. Others 59 FIYTA Holdings Ltd. 2013 Semi-Annual Report (V) Internal carry-forward 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 4. Others (VI) Special reserve 1. Provision in the report period 2. Applied in the report period (VII) Others IV. Ending balance of the report 392,767,8 531,162,4 148,587,6 307,273,3 1,379,79 0.00 0.00 0.00 period 70.00 93.88 80.61 81.61 1,426.10 Legal Representative: Lai Weixuan Chief Financial Officer: Li Dehua Manager of the Accounting Dept: Hu Xinglong III. Company Profile 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 People’s 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. On March 10, 1993, the Company, with approval by the People’s 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 Company’s 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 72.36 million corporate shares (taking 52.24% of the Company’s total shares) to CATIC Shenzhen. From then on, the Company’s 60 FIYTA Holdings Ltd. 2013 Semi-Annual Report 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 Company’s 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 Company’s total 249,317,999 shares remained unchanged. So far, after the equity separation reform, the proportion of the Company’s shares held by CATIC Shenzhen reduced from 52.24% to 44.69%. On February 29, 2008, due to expansion of the Company’s business scope and with approval by Shenzhen Municipal Administration for Industry and Commerce, the Company’s 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 Company’s registered capital increased to CNY 280,548,479.00 and CATIC Shenzhen holds 41.49% of the Company’s equity based capital. 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 Company’s total share capital became 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:Lai Weixuan; The Company’s registered office address: FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen. The Company’s 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 20, 2013. 61 FIYTA Holdings Ltd. 2013 Semi-Annual Report IV. Principal Accounting Policies, Accounting Estimate and Correction of Previous Errors 1. Base for Preparation of the Financial Statements The Group’s 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. 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, 2013 and such information as its operation results and cash flow of the first half year of 2013. 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 to a reporting period shorter than an entire fiscal year. The Group’s 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 Company’s and its domestic subsidiaries’ premises are located. The Company and its domestic subsidiaries take CNY as the recording currency. 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 of Shenzhen 62 FIYTA Holdings Ltd. 2013 Semi-Annual Report Harmony World Watches Center Co., Ltd. (Harmony), FIYTA (Hong Kong) Limited, 68-Station Limited (68-Station), one of FIYTA (Hong Kong) Limited’s subsidiaries, NATURE ART LTD., an entity controlled by 68-Station for special purpose (Nature Art) and PROTOP LTD (PROTOP) 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 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 enterprises 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 63 FIYTA Holdings Ltd. 2013 Semi-Annual Report of enterprise consolidation realized by steps through several exchange transactions, in the Group’s 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 purchasee’s equity as at the purchase date held before the purchase date and the fair value of the purchasee’s 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 purchasee’s distinguishable net assets, the Company first of all rechecks the fair value of the purchasee’s various distinguishable assets, liabilities or contingent liabilities and measurement of the consolidation costs. In case the consolidation cost is still smaller than the share of the fair value of the purchasee’s distinguishable net assets acquired in the consolidation after the recheck, its difference is recorded in the current gain and loss. In case the purchasee’s 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 purchasee’s 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 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 Company’s control. (2) The relevant accounting process should be disclosed for the equity in the same subsidiary bought in and then sold out , or sold out and then bought within two fiscal years in succession 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 Company’s 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 64 FIYTA Holdings Ltd. 2013 Semi-Annual Report 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 Company’s 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. 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 reason, the remaining equity shall be re-measured 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. Afterwards, this part of residual equity undergoes follow-up measurement according to the Enterprise Accounting Standards No. 2 – Long Term Equity Investment or the Enterprise Accounting Standards No. 22 – Financial Instrument Recognization and Measurement, etc. For the detail, refer to “Long Term Equity Investment” or “Financial Instruments”. 7. Recognition of Cash and Cash Equivalent The Group’s 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. 65 FIYTA Holdings Ltd. 2013 Semi-Annual Report 8. Transactions in Foreign Currency and Foreign Currency Translation (1) Transactions in 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 People’s 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. (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 owner’s 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 owner’s 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 owner’s 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. 9. Financial instruments (1) Classification of Financial Instruments Classification of financial assets 66 FIYTA Holdings Ltd. 2013 Semi-Annual Report 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. Classification of financial liabilities 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. (2) Basis for Recognition of Financial Instruments and Measurement Method Recognition and Measurement of Financial Instruments For trading of financial assets in general way, accounting recognition and termination recogniion are conducted on the date of transaction. 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 Group’s 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 Group’s financial assets in term of accounts receivable consist of notes receivable, accounts receivable and other receivables. Accounts receivable undergoes follow-up measurement by using the effective interest method based on the amortized cost. The again or loss arising from termination of recognition, incurrence of impairment or amortization is recorded in the current gains and losses. Measurement of Financial Liabilities 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. 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 67 FIYTA Holdings Ltd. 2013 Semi-Annual Report recognition, the follow-up measurement shall be made for the higher of the amount and the 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 Recognition of financial assets in compliance with one of the following conditions shall be terminated: ① the contractual right for receiving the cash flow of the financial asset 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. 68 FIYTA Holdings Ltd. 2013 Semi-Annual Report (5) 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) Method for Testing Financial Assets (with Accounts Receivable Exclusive) and Provision for Impairment 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 (1) The determination criteria of bad debts 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. (2) Provision for Bad Debts ① Criteria for recognizing the reserve for bad debt of the accounts receivable with significant individual amount and with the reserve for bad debt provided on individual basis and the way of provision The Group classifies an account receivable with single amount exceeding CNY 800,000.00 and other receivable with single amount exceeding RMB 500,000.00 as account receivable with significant single amount. The Group tests impairment of individual accounts receivable with significant single amount, separately tests the financial assets without impairment incurred, including the impairment test of the portfolio of the financial asset with similar credit risk characteristics. The accounts receivable in which loss from 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 Basis for determining the accounts receivable with the reserve for bad debt provided based on the combination of the credit risks and provision of the reserve for bad debt 69 FIYTA Holdings Ltd. 2013 Semi-Annual Report A. Basis for determining the combination of the characteristics of the credit risk The Group groups the financial assets based on the similarity of the characteristics and relevance of the credit risks for the accounts receivable with insignificant single amount or with significant amount but not experiencing impairment through single-item based testing. These credit risks usually reflect a debtor’s ability to repay all the due amount according to the contract of such assets and are related with the estimation of the future cash flow of the inspected assets. Basis on determining different combinations: Items Basis for determining combinations Grouping based on the accounting age Length of the accounting age Grouping of the designated accounts The Company does not provide reserve for bad debts for the reserve due from the employees, payment due from the subsidiaries in the consolidation range and the sales revenue from the last settlement day of the supermarket to the balance sheet day. B. Way of provision for bad debt as determined based on the combination with the credit risk characteristics In making impairment test by combination, the amount of the reserve for bad debt is determined according to the combination structure of the accounts receivable and the similar credit risk characteristics (the debtor’s ability to repay the debt according to the contract) and based on the historical loss experience, the present economic conditions and the assessment of the loss already existed in the combination of the predicted accounts receivable. Method of provision for bad debt based on different combinations: Items Way of Provision Grouping based on the accounting age Provision for bad debt based on aging analysis Grouping of the designated accounts Based on the characteristics of its risk, there exists no risk of impairment and no reserve for bad debt is provided a. In grouping, grouping provision approach for provision of bad debt reserve by using the aging analysis method Ages Provision proportion of the accounts Provision proportion of other receivable (%) receivables (%) Within 1 year (including 1 year, the 5 5 same below) 1 to 2 years 10 10 2 to 3 years 30 30 Over 3 years 50 50 b. In grouping, other method is used for provision of bad debt reserve: Grouping Description Provision proportion of the accounts Provision proportion of other receivable (%) receivables (%) Grouping of specific accounts - - 70 FIYTA Holdings Ltd. 2013 Semi-Annual Report 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 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. ③ Accounts receivable with insignificant single amount and provision of 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, according to the balance 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; the accounts receivable in which there exists evident indication showing that a debtor may possibly be unablel to implement the obligation of repayment. (3) Reversal of reserve for doubtful accounts In case there is objective evidence showing that the value of the account receivable has been recovered while it is objectively related with matters occurred after recognition of the loss, the loss from impairment originally recognized can be reversed and is recorded in the current gain and loss. However, the book value of such reversal shall not exceed the amortized cost as at the date of reversal of such account receivable for which it is assumed not provision for impairment was made. (1) Bad debt reserves for accounts receivable with insignificant single amount The Group classifies an account receivable with single Criteria for basis or amount for judging significant single amount exceeding CNY 800,000.00 and other receivable amount with single amount exceeding RMB 500,000.00 as account receivable with significant single amount. The Group tests impairment of individual accounts receivable with significant single amount, separately tests the financial assets without impairment incurred, including the impairment test of the portfolio of the financial asset Method for provision of reserve for bad debt with significant with similar credit risk characteristics. The accounts single amount on individual basis. receivable in which loss from 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 the combination Provision method for Grouping Description proding bad debt Basis for determining grouping reserve based on 71 FIYTA Holdings Ltd. 2013 Semi-Annual Report grouping Grouping based on the Age Analysis Length of the accounting age accounting age The Company does not provide reserve for bad debts for the reserve due from the employees, payment due from Grouping of the designated Other methods the subsidiaries in the consolidation range and the sales accounts revenue from the last settlement day of the supermarket to the balance sheet day. In the grouping, age analysis is used for provision of reserve for bad debts: 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% In grouping, balance percentage is used for provision of reserve for bad debts Inapplicable In grouping, other method is used for provision of reserve for bad debts Grouping Description Method Description Based on the characteristics of its risk, there exists no risk of Grouping of the designated accounts impairment and no reserve for bad debt is provided (3) Accounts receivable with insignificant single amount and provision of 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, loss for impairment is recognized based on the difference of the Reason of providing reserve for bad present value of future cash flow lower than the book value and reserve debt on individual basis for bad debt is provided, including the accounts receivable involving dispute or lawsuit/arbitration with the other party and the accounts receivable in which there exists evident indication showing that a debtor may possibly be unable to implement the obligation of repayment. 72 FIYTA Holdings Ltd. 2013 Semi-Annual Report 11. Inventories (1) Classification Inventories mainly include raw materials, goods in process, commodity stocks, etc. (2) Pricing for delivered inventories Pricing method: others Inventories are priced based on the actual cost at the time of acquisition. Inventory costs 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 price of the inventory less the estimated sales costs to incur at the time of completion, sales expenses and relevant taxes in process of normal production and operation. In determining the net realizable value of inventory, with the obtained valid evidence as the base, the purpose of holding the inventory and the influence from the events after the balance sheet day is taken into consideration at the same time. Including: ① For the inventories in stock directly for sale, including finished products, commodities and materials for sale, etc., their realizable net value is determined based on the amount of the estimated sales prices of such inventories less the estimated sales expenses and relevant taxes. ②For the material inventories necessary to be processed, their realizable net value is the amount of the estimated sales price of the finished products as produced less the estimated costs to occur up to the time of completion, estimated sales expenses and relevant taxes in process of normal production and operation. The Company provides the reserve for price falling of inventories based on the classification of models for the self-made FIYTA watch inventories. For the world famous watches under distribution, the Company provides reserve for price falling of inventories on individual basis. 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. On the balance sheet day, inventories are measured based on the lower of the cost and the net realizable value. Provision for price falling of inventory is made when the net realizable value is lower than the cost. After provision for price falling of inventories, in case the influencing element for previous reduction of the inventory value 73 FIYTA Holdings Ltd. 2013 Semi-Annual Report has disappeared, causing the realizable net value of the inventory higher than the book value, the provision for price falling of the inventory originally made can be reversed and the reversed amount is charged to the current gain and loss. (4) Inventory System The stock-taking system for inventories is perpetual inventory system. The Company adopts the perpetual inventory method for its inventory system. (5) Amortization of low-value consumption goods and packing materials Low-value consumption goods Amortization method: One-off write-off method. Easily-consumed articles with low value is to be amortized in lump sum at the time of requisition. Packing materials Amortization method: One-off write-off method. Packing materials are amortized based on one-off write-off method at the time of requisition. 12. Long-term equity investment (1) Determination of the 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 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. 74 FIYTA Holdings Ltd. 2013 Semi-Annual Report (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 equity 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. 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 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 subsidiary’s net assets continuously calculated 75 FIYTA Holdings Ltd. 2013 Semi-Annual Report 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 losing its control power, the difference between the disposal income of the amount enjoyable in the subsidiary’s net assets corresponding to the long term equity investment disposed is counted to the owner’s 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 owner’s 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. (3) Basis for determining the joint control over and significant influence upon the investee Control refers to the authority to decide the financial and operating policy of an enterprise according to which profit may be achieved from the enterprise’s 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. Significan influence is determined when the investor has the power in participating in decision making on the investee’s financial and operation policies but cannot control or jointly control with other party such decision making. Significant influence is determined when the investor has the power in participating in decision making on the investee’s 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 balance 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. 76 FIYTA Holdings Ltd. 2013 Semi-Annual Report 13. Investment based real estate Investment based real estate refers to the real estate held by the Company which creates rental or added value of capital or both, including housing and building already let out. Investment based real estate is initially measured according to the cost 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. About the impairment test method and method for provision of reserve for impairment of the investment based real estate, refer to “Impairment of Non-current and Non-financial Assets”. 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 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 tangible assets used for producing commodities, providing labor services, leasing, operation or management with service life exceeding one fiscal year. (2) Recognition basis and pricing method for the fixed assets rented on financing basis (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. Service life, predicted net residual value (the predicted net residual value refers to the amount obtained by the Group from disposal of the asset after deduction of 77 FIYTA Holdings Ltd. 2013 Semi-Annual Report the predicted disposal costs after the predicted service life of an assumed fixed asset expires and is in the predicted status at the time of termination of the service life) and annual depreciation rate are as follows: 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年 5% 19 Motor vehicles 5年 5% 19 Other equipment 5年 5% 19 (4) Impairment test and provision for impairment of fixed assets For the fixed assets, the Group makes judgment on whether there exists any sign of impairment on the balance sheet day. If there exists the sign of impairment, the recoverable amount is estimated and impairment test is conducted. For goodwill and intangible assets with the service life undetermined and intangible assets which has not year reached the usable status, regardless of whether there exists any sign of impairment, impairment test should be 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 determined based on the higher of the net amount of the fair value of the asset less the expense of disposal and the present value of the predicted future cash flow of the asset. 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 buyer’s 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. The loss from impairment of the aforesaid assets, once determined, shall be the part of recovery with the value unreversable in future periods. (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. Besides, other follow-up expenses are recorded in the current gain and loss at the time of incurrence. 78 FIYTA Holdings Ltd. 2013 Semi-Annual Report Income from disposal of fixed assets, including sales, assignment, scrapping, or impairment, is counted to the current gain and loss after deduction of its book value and relevant taxes. The Group rechecks the service life, predicted net residual value and depreciation method of fixed assets at least once at the end of a year; in case any change takes place, it is taken as change in accounting estimation. 15. Construction in process (1) Classification 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. The construction in progress is transferred into the fixed assets after the works has reached the predicted usable status. (2) Standard and Time of Conversion of Construction-in-progress into Fixed Asset 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. The construction in progress is transferred into the fixed assets after the works has reached the predicted usable status. (3) Impairment Test Method for Construction-in-Progress and Provision for Impairment The Group makes judgment on whether there exists any impairment sign on the balance sheet day. If there exists the sign of impairment, the recoverable amount is estimated and impairment test is conducted. 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 determined based on the higher of the net amount of the fair value of the asset less the expense of disposal and the present value of the predicted future cash flow of the asset. 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 buyer’s 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. The loss from impairment of the aforesaid assets, once determined, shall be the part of recovery with the value unreversable in future periods. 79 FIYTA Holdings Ltd. 2013 Semi-Annual Report 16. Loan expenses (1) Capitalization of borrowing costs Loan expenses include the interest and additional expenses incurred by loans, and the exchange difference incurred by foreign exchange loan. The loan expenses for purchase, construction or production of the assets directly attributable to those in compliance with capitalization conditions start to be capitalized when the asset expenditure has already incurred, loan expenses have incurred and purchase, construction or production activities necessary for enabling the assets to reach the predicted usable or sellable status have already started. When the assets purchased/constructed or produced in compliance with capitalization conditions reach the predicted usable or sellable status, the capitalization of the loan expenses shall stop. The other loan expenses are recognized as expenses in the very period of incurrence. (2) Duration of loan expense capitalization (3) Capitalization suspension period (4) Calculation of the amount of loan expense capitalized 17. Biological assets Inapplicable 18. Oil and gas assets Inapplicable 19. Intangible Assets (1) Pricing of intangible assets An intangible asset refers to a recognizable non-monetary asset without physical form possessed by or under the control of the Group. Intangible assets are initially measured based on the cost. All expenses in connection with the intangible assets are charged to the costs of intangible assets if the relevant economic benefit can flow into the Group and the costs can be reliably measured. All the expenses of other items except that are charged to the current gain and loss at the time of incurrence. The land use right acquired is usually calculated as intangible asset. For the buildings, such as factory building, constructed independently, the expenses in connection with the land use right and the construction cost of such building are calculated as intangible asset and fixed assets. For purchased housing and buildings, the relevant costs are distributed between the land use right and buildings; in case it is difficult to distribution rationally, they shall all be handled as fixed assets. An intangible asset with limited service life is amortized in average by using the straight-line method over the predicted 80 FIYTA Holdings Ltd. 2013 Semi-Annual Report service life with its original value less the predicted residual value and the accumulated amount of the reserve for impairment already provided commencing from the time of availability for use. The intangible asset with unidentified service life would not be amortized. At the end of a year, the Group rechecks the service life of the intangible asset and the amortization method. The change incurred is treated as change of accounting estimation. In addition, the service life of 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. Expenses at the research stage is counted to the current gains and losses at the time of incurrence. 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 Having the intention to finish, use or sell such intangible assets; 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 fulfil the development of intangible asset and have the ability to use or sell such intangible assets; ⑤ The 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 & D expenses incurred shall all be recorded in the current gain and loss. (2) Estimate of service life of the intangible asset with limited service life An intangible asset with limited service life is amortized in average by using the straight-line method over the predicted service life with its original value less the predicted residual value and the accumulated amount of the reserve for impairment already provided commencing from the time of availability for use. The intangible asset with unidentified service life would not be amortized. At the end of a year, the Group rechecks the service life of the intangible asset and the amortization method. The change incurred is treated as change of accounting estimation. In addition, the service life of 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. 81 FIYTA Holdings Ltd. 2013 Semi-Annual Report (3) Basis for judgment of intangible assets with indefinite service life (4) Provision for impairment of intangible assets The Group makes judgment on whether there exists any impairment sign on the balance sheet day. If there exists the sign of impairment, the recoverable amount is estimated and impairment test is conducted. 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 determined based on the higher of the net amount of the fair value of the asset less the expense of disposal and the present value of the predicted future cash flow of the asset. 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 buyer’s 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. The loss from impairment of the aforesaid assets, once determined, shall be the part of recovery with the value unreversable in future periods. (5) Specific criteria for division between the research stage and development stage of the Company’s internal R & D projects The expenditures for the Company’s internal research and development projects are divided into expenditure of research stage and that of development stage. (6) Accounting of expenditure for internal R & D projects Expenses at the research stage is counted to the current gains and losses at the time of incurrence. 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 Having the intention to finish, use or sell such intangible assets; 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 fulfil the development of intangible asset and have the ability to use or sell such intangible assets; 82 FIYTA Holdings Ltd. 2013 Semi-Annual Report ⑤ The 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 & D expenses incurred shall all be recorded in the current gain and loss. 20. Long-term expenses to be proportioned Long-term expenses to be apportioned are various expenses already incurred but to be borne in the reporting period and future periods with apportioning term of over one year. Long-term expenses to be apportioned are amortized based on the straight-line method over 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 predicted liabilities Predicted liabilities shall be recognized when the obligation in connection with the contingent events complies with the following conditions: (1) such an obligation is a current one the Company should assume; (2) implementation of such obligation may possibly cause flow-out of economic benefit ; (3) The amount involved in such obligation can be reliably measured. (2) Measurement of 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 predicted liabilities payable should completely or partially be compensated by a third party or other 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 recognized. 23. Share payment and equity instrument 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 Sales income is recognized when the major risk and remuneration involved in the ownership of goods have been 83 FIYTA Holdings Ltd. 2013 Semi-Annual Report 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. (2) Basis for recognition of Income from use right of the assigned asset (1) Royalty Income The income is recognized based on accrual basis according to the relevant contract or agreement. (2) Interest income Interest income is determined according to the time the borrowers using the Group’s monetary fund and the actual interest rate. (3) 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. (3) Basis for recognition of labor service income 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. (4) 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 84 FIYTA Holdings Ltd. 2013 Semi-Annual Report 26. Governmental 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 Company’s 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 Company’s 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. 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 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 possibly 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 whch may possibly be used for offsetting the offsetable loss and tax credit. On the balance sheet day, the deferred income tax asset and deferred income tax liability are measured based on the applicable tax rate during the period of predicted recovery of such asset or discharge of the liabilities according to the tax 85 FIYTA Holdings Ltd. 2013 Semi-Annual Report law. 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 the provisional difference of all other payable taxes. 28. Operating Lease and Financing Lease (1) Accounting process for operating 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 Group’s leases refer to the operational lease. (1) 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. (2) The Group records the operational 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 (3) Accounting process for sale and leaseback 29. Assets for sale held by the Company Inapplicable 86 FIYTA Holdings Ltd. 2013 Semi-Annual Report 30. Asset securitization business Inapplicable 31. Hedging Accounting Inapplicable 32. Change in the Accounting Policy and Accounting Estimates Inapplicable 33. Correction of previous accounting errors Inapplicable 34. Other Principal Accounting Policies, Accounting Estimates and Preparation of the Consolidated Financial Statements Major Accounting Judgment and Estimation In process of applying the accounting policy, due to the inherent uncertainty of the operating activities, the Group needs to make judgment, estimation and assumption of the book value of the items in the statements which cannot be accurately measured. These judgment, estimation and assumption are made based on the past experiene of the Group’s management with consideration of other correlative factors. These judgment, estimation and assumption may influence the reported amount of income, expenses, assets and liabilities and disclosure of the contingent liabilities on the balance sheet day. However, the result which causes uncertainty of these estimates may possibly result in significant adjustment which may influence the book amount of the assets or liabilities in future. The Group makes regular recheck of the aforesaid judgment, estimation and assumption on the basis of continuous operation. In case the change of the accounting estate only influences the very period of change, the amount influenced is recognized in the very period of change; in case the change of the accounting estimate not only influences the very period of change but also the future period, the amount influenced is recognized in the very period of change and the future period. The important fields in which the Group needs to make judgment, estimation and assumption on the amount of the items of the financial statements as at the balance sheet day are as follows: (1) Provision for bad debts The Group checks the loss from bad debts by using the allowance method according to the accounting policy for accounts receivable. Impairment of the accounts receivable is based on assessment of the recoverability of accounts receivable. Identification of the impairment of the accounts receivable requires the management’s judgment and estimation. The discrepancy between the actual result and the previous estimation shall affect the book value of the accounts receivable or provision or reversal of the reserve for bad debt of accounts receivable at the time of estimated change. (2) Provision for price falling of famous brand watches 87 FIYTA Holdings Ltd. 2013 Semi-Annual Report As to famous brand watches for distribution with stock age of over three years, in the management’s opinion, as their prices tends to rise, they enjoy good sales prospect. The management makes overall recheck of the saleability and the net realizable value of such famous brand watches. In the management’s opinion, even though the stock age of such watches increases, their value can be entirely recoverable. In case there is sign showing that the net realizable value of such famous brand watches is lower than their book value, the Group shall make adjustment during the period when such sign takes place. Since impairment of such famous brand watches requires the management to obtain concrete evidence, judgment and estimation shall be made based on taking into consideration such elements as the purpose for holding the famous brand watches, influence of the events after the balance sheet day, etc. The discrepancy between the actual result and the originally estimated shall influence the provision or reversal of the value of inventories and reserve for price falling of inventories during the changed period. In the opinion of the Group’s management, the provision for price falling of the aforesaid famous brand watches and the recheck method are proper. (3) Reserve for impairment of the non-financial non-current assets On the balance sheet day, the Group judges whether there may possibly exist any sign of possible impairment of the non-current assets other than financial assets. For the intangible assets with uncertain service life, except the impairment test conducted each year, when there exists any sign of impairment, impairment test is also conducted. For the non-current assets other than financial assets, when there exists sign showing that its book amount is unrecoverable, impairment test is conducted. When the book value of assets or asset group is higher than the recoverable amount, i.e. the higher of the net amount of the fair value less the disposal expenses and the present value of the predicted future cash flow, it shows that impairment has incurred. The net amount of the fair value less the disposal expenses is determined with reference to the sales agreement price of the similar assets in fair transaction or the observable market price less the incremental cost directly attributable to disposal of the assets. In prediction of the present value of future cash flow, it is necessary to make significant judgment on the output, sales price, the relevant operation costs of the asset (or asset group) and the used discount rate in calculating the present value, etc. The Group may use the accessible relevant information in estimating the recoverable amount, including the prediction of the relevant output, sales price and relevant operation costs according to the reasonable and supportable assumption. The Group tests the goodwill to determine whether impairment takes place at least every year. This demands prediction of the present value of the future cash flow of the assets or combination of asset groups with the goodwill distributed. When prediction is made on the present value of the future cash flow, the Group needs to predict the cash flow produced by the future asset groups or combination of the asset groups; meanwhile propoer discount rate is chosen to determine the present value of future cash flow. (4) Depreciation and Amortization The Group provides depreciation and makes amortization of the investment based real estate, fixed assets and intangible assets based on the straight line method within the service life with their residual value taken into consideration. The Group rechecks the service life regularly to determine the amount to be recorded in the depreciation and amortization 88 FIYTA Holdings Ltd. 2013 Semi-Annual Report expenses of each report period. The service life is determined by the Group according to the past experience on the similar assets with combination of the updating of the predicted technology. If great change has taken place in the previous estimation, the depreciation and amortization expenses are adjusted during the future period. (5) Asset of deferred income tax Within the limit that there is possibility to have enough taxable profit to offset the loss, it is necessary for the Group to recognize all the unused taxation loss as deferred income tax asset. This demands the Group’s management to use a lot of judgment to estimate the time when the future taxable profit may take place and the amount and decide the amount of the deferred income tax asset necessary to be determined with combination of taxation planning strategy. (6) Income tax In normal operating activities, there exists a certain uncertainty in final tax treatment and calculation in partial transactions in the Group; whether partial items are necessary to be approved by the tax collection authority for payment before tax. If there exists discrepancy between the final certification result of these tax affairs and the initially estimated amount, such discrepancy shall produce influence upon the income tax and deferred income tax of the very period during the final certification. (8) After-sale Warranty The Group is liable for the quality warranty for the commodities sold out and responsible for compensation for the quality damage arising from the quality defect of the goods, including repairing, replacement, etc. The Group makes estimation of and provides corresponding reserve for the after-sale quality repairing commitments offered to the customers for the sold and repairing of the sold commodities. Such contingent matters have formed a present obligation while implementation of such present obligation may possibly cause the economic benefit to flow out of the Group; the Group recognizes the best estimate necessary to be paid in implementing the present obligations for the contingent matters. On the contrary, when such matter has not yet formed a present obligation, the Group does not need to make prediction. In process of making judgment, the Group needs to consider the data of the Group’s recent repairing experience. However, the recent repairing experience may not possibly reflect the futre repairing conditions. Any increase or decrease of the reserve may all possibly influence the gain and loss of future years. V. Taxes 1. Main taxes and tax rates applicable to the Company Taxes Basis for taxation Tax rate The Company and its domestic subsidiaries are general VAT Value-added tax payers and the taxable VAT is the 17% balance of the current output VAT less the offsetable input VAT. For the imported or self-made high-grade watches, the Company Consumption tax 20% and its domestic subsidiaries pay consumption tax based on 20% of 89 FIYTA Holdings Ltd. 2013 Semi-Annual Report the taxation base. The Company and its subsidiaries pay business tax for the housing rental income, income from offering Business tax 5% labor service and the income from use of the assigned assets at rate of 5% Urban maintenance and construction tax 7% of the turnover tax actually paid 7% Enterprise income tax Total profit 15%-30% Educational surtax and local educational 3% of the turnover tax actually paid 3% surcharges For the housing leased by a production and operation unit, the property tax is calculated based on 70% of the cost of the property with the tax rate of 1.2%. The Group pays the property tax for its Property tax 1.2% property located in Shenzhen based on the tax rate as specified in the said notice; and pays the property tax for its properties located in other cities according to the local regulations. Income tax rate implemented by the branches. Urban maintenance and construction tax, educational surcharges and local educational surcharges The Company and its subsidiaries located in PRC Mainland pay the urban maintenance and construction tax at the rate of 7% of the turnover tax actually paid. Educational surtax and local educational surcharges The Company and its subsidiaries located in PRC Mainland pay the educational surtax at the rate of 3% of the turnover tax. In accordance with the Circular of the General Office of Shenzhen Municipal People’s Government on Printing and Issuing the Provisional Measures for Collection Management of the Local Educational Surtax of Shenzhen, SHEN FU BAN [2011] No. 60, commencing from January 1, 2011, the local educational surtax is paid at 2% of the turnover tax actually paid. Property tax According to the provisions of Article 5 of the Questions & Answers to a Number of Policies for Property Tax and Vehicle & Vessel Tax: a production and operation unit that leases property shall pay property tax calculated based on 70% of the cost of the property at the rate of 1.2%. 90 FIYTA Holdings Ltd. 2013 Semi-Annual Report The Group pays the property tax for its property located in Shenzhen based on the tax rate as specified in the said notice; and pays the property tax for its properties located in other cities according to the local regulations. Enterprise income tax The Company and its Income tax rate of the current Income tax rate of the previous Subsidiaries year year The Company (Note①)(Note②)(Note 25% 24% ③) HARMONY (Note①)(Note②) 25% 24% Shenzhen FIYTA Sophisticated 15% 15% Timepieces Manufacture Co., Ltd.(Note③)(Note④) Shenzhen World Watches Center Co., 25% 24% Ltd.(Note①) FIYTA Hong Kong Limited (Note⑤) 16.5% 16.5% 68-Station Limited (Note⑤) 16.5% 16.5% LIANGYA(Note⑤) 16.5% 16.5% BAODING(Note⑤) 16.5% 16.5% World Watches International(Note⑤) 16.5% 16.5% Shenzhen FIYTA Science & 25% 25% Technology Co., Ltd. (Note(⑥) Shenzhen Symphony Trading Co., 25% 25% Ltd.(Note⑥) Beijing Henglianda Timepieces Co., 25% 25% Ltd. (Note⑥) Kunming Lishan Department Store 25% 25% Co., Ltd. (Note⑥) Harbin World Watches Distribution 25% 25% Co., Ltd. (Note⑥) Shenzhen Harmony Culture 25% 25% Communication Co., Ltd. (Note⑥) Emile Chouriet (Shenzhen) Co., Ltd. 25% 25% (Note⑥) FIYTA Sales Co., Ltd.(Note⑥) 25% 25% Liaoning Hengdarui Commercial & 25% 25% Trade Co., Ltd.(Note⑥) The Swiss Company (Note⑦) 30% 30% Note: Branch companies and branch factories that pay their income tax independently should specify the income tax rate implemented by them. 91 FIYTA Holdings Ltd. 2013 Semi-Annual Report 2. Preferential Tax Policies and Approval Documents Note①: In accordance with the Circular of the State Council on Implementation of the Transitional Preferential Policy of Enterprise Income Tax GUO FA (2007) No. 39 promulgated by the State Administration of Taxation, commencing from January 1, 2008, the enterprises previously enjoying the preferential policy of low enterprise income tax rate shall gradually transit to the statutory tax rate within five years after implementation of the new tax law. On this basis, the companies whose registration place is Shenzhen implemented tax rate of 25% in 2012; Note②: In accordance with the Provisional Measures for Administration of Collection of Aggregate Revenue of Income Tax of Cross-Regional Enterprises, the head office of the Company and its subsidiaries, the head office of HARMONY and its subsidiaries started implementation of the method of aggregate revenue of enterprise income tax featuring “unified calculation, level-to-level administration, insitu prepayment, aggregative clearing, and financial transfer”. The Company and HARMONY’s subsidiaries prepay their enterprise income tax based on 50% of the payable income tax locally and the Company’s head office and HARMONY’s head office make final settlement for another 50% with Shenzhen Municipal Office of SAT; Note③: In accordance with the Circular of the State Administration of Taxation on Issuing the Measures on Administration of Pre-tax Deduction of the Enterprise Research and Development Budget (Trial) GUO SHUI FA [2008] No. 116, the Company’s and the Manufacture Company’s research and development budget for developing new technology, new products and new process may enjoy 50% additional deduction as research and development budget in addition to deduction based on actual incurrence according to the provisions concerned if such budget has not formed intangible asset which should be charged to the current gain and loss. Note④: In accordance with the Circular of Nanshan District Local Taxation Bureau, Shenzhen on Tax Affairs SHEN DI SHUI NAN BEI ZI [2012] No. 786, the company submitted application for “Advanced and new technology enterprises in areas where special regional policies of the State Council are implemented may be entitled to enterprise income tax incentives” and Nanshan District Local Taxation Bureau, Shenzhen completed filing and registration on April 10, 2012; Note⑤: Such companies are registered in Hong Kong and apply the profit tax in Hong Kong with applicable tax rate of 16.50%; Note⑥: In accordance with the Enterprise Income Law of the People’s Republic of China, the resident enterprise income tax rate as at January 1, 2008 was 25%; Note⑦: The registration place of the Swiss Company is Switzerland, and the applicable tax rate of the registration place applies. The applicable rate in the current year is 30%. 3. Other Notes Inapplicable 92 FIYTA Holdings Ltd. 2013 Semi-Annual Report VI. Enterprise Consolidation and Consolidated Financial Statements 1. About subsidiaries (1) Subsidiaries acquired by means of establishment or investment In CNY Bala nce of the owner’s equity of the parent company Amount offsetting Balance in the the loss of other minority shared items Actual sharehol by which investme Proportio Are the ders’ minority Full substanti Sharehol Minority Place of Register nt at the n of statemen equity sharehol Names of Subsidiar Business Business ally ding sharehol Registrati ed end of voting ts used for ders in Subsidiar y type type Scope compose proportio ders’ on Capital the power consolida offsetting the ies s net n (%) equity reporting (%) ted (Y/N) minority reporting investme period sharehol period nt in the ders’ exceedin subsidiar gain and g the y loss share enjoyed in the owner’s equity at year beginnin g Purchase and sales of Controlle HARMO Shenzhe Commer 600,000, watches 601,307, d by 100% 100% Yes NY(注①) n ce 000.00 and 200.00 stock spares and parts, 93 FIYTA Holdings Ltd. 2013 Semi-Annual Report repairing service Producin g various watches and moveme nts, Controlle spares Manufact Shenzhe Manufact 10,000,0 10,000,0 d by and 100% 100% Yes ure Co. n ure 00.00 00.00 stock parts, sophistic ated watches and repair service FIYTA Trade Controlle Hong Hong Commer 55,367,5 and 55,367,5 d by 100% 100% Yes Kong Kong ce 20.00 investme 20.00 stock Limited nt Sales of Controlle 68-Statio Hong Commer 6,846,54 watches, 4,107,92 1,108,18 d by 60% 60% Yes n Limited Kong ce 0.00 domestic 4.00 0.87 stock trade Purchase and sales of Controlle Harbin Commer 500,000. watches 500,000. d by Harbin 100% 100% Yes Co. ce 00 and 00 stock parts; watches repairing. sales of watches Controlle and HENGLI Commer 30,000,0 31,300,0 d by Beijing compone 100% 100% Yes ANDA ce 00.00 00.00 stock nts, repairing services FIYTA Controlle Shenzhe Manufact 10,000,0 R & D, 10,000,0 100% 100% Yes Technolo d by n ure 00.00 productio 00.00 94 FIYTA Holdings Ltd. 2013 Semi-Annual Report gy stock n and sales of watches, productio n, machinin g, sales and technolo gy develop ment of sophistic ated parts. Sales of clocks and watches and gifts and Controlle Trade Shenzhe Commer 5,000,00 consultati 5,000,00 d by 100% 100% Yes Co. n ce 0.00 on of 0.00 stock relevant informati on and other domestic trading Cultural activity planning, Controlle Cultural Shenzhe Commer 500,000. devoting 500,000. d by 100% 100% Yes Co. n ce 00 to 00 stock advertise ment business Wholesal Emile e, import Controlle Chouriet Shenzhe Commer 4,376,00 and 4,376,00 d by 100% 100% 是 (Shenzh n ce 0.00 export of 0.00 stock en) watches, watch 95 FIYTA Holdings Ltd. 2013 Semi-Annual Report spares and parts, jewelry, ornament s and the supplem entary business; after-sale repairing service of watches World Retail Controlle Watches Hong Commer 8,377,00 and 8,377,00 d by 100% 100% Yes Internatio Kong ce 0.00 repairing 0.00 stock nal services design, R & D and sales of various watches, timing instrume nts and Controlle FIYTA Shenzhe Commer 50,000,0 spares 50,000,0 d by 100% 100% Yes Sales n ce 00.00 and 00.00 stock accessor y parts, sales of jewelry and ornament s; import & export design, R & D and Controlle sales of FIYTA Shenzhe Commer 50,000,0 50,000,0 d by various 100% 100% Yes Sales n ce 00.00 00.00 stock watches, timing instrume 96 FIYTA Holdings Ltd. 2013 Semi-Annual Report nts and spares and accessor y parts, sales of jewelry and ornament s; import & export Other notes to the subsidiaries acquired by means of establishment or investment, etc. (2) Subsidiaries under the Common Control Acquired through Enterprise Consolidation In CNY Balance of the owner’s equity of the parent company Amount Balance offsetting in the of other the loss minority items shared sharehol which by Proportio Are the ders’ Full Actual substanti Sharehol Minority minority Place of Register n of statemen equity Name of Subsidiar Business Business investme ally ding sharehol sharehol Registrati ed voting ts used for Subsidiar y type type Scope nt at year compose proportio ders’ ders in on Capital power consolida offsetting ies end s net n (%) equity the (%) ted (Y/N) minority investme reporting sharehol nt in the period ders’ subsidiar exceedin gain and y g the loss share enjoyed in the owner’s equity at year beginnin 97 FIYTA Holdings Ltd. 2013 Semi-Annual Report g Wholesal e, retail and repairing of watches and accessor y parts, Liaoning electroni Hengdar c ui Equity-co Shenyan Commer 51,000,0 products, 56,001,0 Commer ntrolled 100% 100% Yes g ce 00.00 communi 00.00 cial & cation Trade equipme Co., Ltd. nt and materials , general merchan dise, property manage ment and lease Other notes to the subsidiaries acquired by means of consolidation of enterprises under the common control, etc. (3) Subsidiaries acquired through consolidation of the enterprises not under the same control In CNY Balanc Amount Balanc e of in e of the other minority owner’s Amount Full items Proporti Consoli shareh equity actually Shareh Names Place of Registe actually on of dated olders’ of the Subsidi Busines Busines investe olding Minority of Registr red made voting stateme equity parent ary type s type s Scope d at proporti equity Subsidi ation capital up to power nt ? used to compan year on (%) aries net (%) Yes/No write-do y end investm wn offsettin ent to minority g the the shareh loss 98 FIYTA Holdings Ltd. 2013 Semi-Annual Report subsidi olders’ shared aries gain by and minority loss shareh olders in the reportin g period exceedi ng the share enjoyed in the owner’s equity at year beginni ng Domest Kunmin ic g trading Lishan Controll and Depart Kunmin Comme 5,000,0 1,200,0 ed by material 100% 100% Yes ment g rce 00.00 00.00 stock s Store supply Co., and Ltd. sale Product ion, manufa cture The Controll and Swiss Switzerl Comme 1,000,0 15,379, ed by sales of 100% 100% Yes Compa and rce 00.00 800.00 stock Emile ny Chourie t watche s Other notes to the subsidiaries acquired by means of consolidation of enterprises not under the common control, etc. 2. Operating entities with the control power formed by special purpose entity or through entrusted operation or tenancy In CNY 99 FIYTA Holdings Ltd. 2013 Semi-Annual Report Major business dealings Ending balance of the major assets and liabilities Description with the Company recognized in the consolidated statements Purchase of fashion brand LIANGYA 959,664.55 watches (current assets) Purchase of fashion brand LIANGYA 810,412.52 watches (current liabilities) Purchase of fashion brand LIANGYA 149,252.03 watches (net assets) Purchase of fashion brand BAODING 55,441.15 watches (current assets) Purchase of fashion brand BAODING watches (current liabilities) Purchase of fashion brand BAODING 55,441.15 watches (net assets) Other notes to 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 Kong’s 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 trustor’s instructions. 68-Station thus held the control power over LIANGYA and BAODING which were therefore put in the consolidation scope of 68-Station. 3. Note to Change in the Consolidation Scope Note to Change in the Consolidation Scope In the current year, as an enterprise under the common control in the Group merged Hengdarui, the consolidation scope in the reporting period correspondingly increased. 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 Inapplicable 5. Consolidation of the enterprises under the common control incurred in the reporting period Inapplicable 100 FIYTA Holdings Ltd. 2013 Semi-Annual Report 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 30, 2013 January 1, 2013 FIYTA Hong Kong Limited HKD 1 = CNY 0.79655 HKD 1 = CNY 0.8109 World Watches International HKD 1 = CNY 0.79655 HKD 1 = CNY 0.8109 The Swiss Company S.FR. 1 = CNY 6.5034 S.FR. 1 = CNY 6.8219 Revenue, expenses and cash flow items Items First half year of 2013 First half year of 2012 FIYTA Hong Kong Limited HKD 1 = CNY 0.803725 HKD 1 = CNY 0.8130 World Watches International HKD 1 = CNY 0.803725 HKD 1 = CNY 0.8130 The Swiss Company S.FR. 1 = CNY 6.66265 S.FR. 1 = CNY 6.6493 VII. Notes to the principal items in the consolidated financial statements 1. Monetary fund In CNY Items End of the Reporting Period Beginning of the reporting period 101 FIYTA Holdings Ltd. 2013 Semi-Annual Report Amount in Amount in Conversi Conversi foreign Amount in CNY foreign Amount in CNY on rate on rate currency currency Cash on hand -- -- 563,441.88 -- -- 538,810.69 CNY 534,583.93 1.0000 535,024.66 521,336.94 1.0000 521,336.94 HKD 315.33 0.7966 251.18 2,919.83 0.8109 2,367.69 US$ 598.00 6.1787 3,694.86 598.00 6.2855 3,758.73 Euro 514.45 8.0536 4,143.17 14.45 8.3176 120.19 Pound sterling 0.00 9.4213 0.00 0.00 Swiss Franc 3,125.75 6.5034 20,328.00 1,645.75 6.8219 11,227.14 Singapore dollars 0.00 4.8470 0.00 0.00 Bank deposit: -- -- 94,921,162.28 -- -- 139,868,866.49 83,029,108.1 112,614,731. CNY 1.0000 83,029,108.11 1.0000 112,614,731.00 1 00 27,740,445.4 HKD 9,981,552.25 0.7966 7,950,805.44 0.8109 22,494,727.25 9 US$ 230,453.93 6.1787 1,423,905.70 213,763.50 6.2855 1,343,610.48 Euro 0.00 8.0536 0.00 0.00 Pound sterling 0.00 9.4213 0.00 0.00 Swiss Franc 387,081.07 6.5034 2,517,343.03 500,742.38 6.8219 3,415,797.76 Singapore dollars 0.00 4.8470 0.00 0.00 Other Monetary Fund: -- -- 5,520.86 -- -- 13,317.53 CNY 5,520.86 13,317.53 Total -- -- 95,490,125.02 -- -- 140,420,994.71 The accounts with recovery risks due to application restrictions such as mortgage, pledge or freezing or being deposited abroad, should be explained separately 2. Transactional financial assets Inapplicable 3. Notes receivable (1) Classification of Notes Receivable In CNY Categories End of the Reporting Period Beginning of the reporting period Bank acceptance 500,000.00 2,000,000.00 102 FIYTA Holdings Ltd. 2013 Semi-Annual Report Trade acceptance 5,000,000.00 0 Total 5,500,000.00 2,000,000.00 (2) Notes receivable already 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 End of the Reporting Period Beginning of the reporting period Book balance Bad debt reserve Book balance Bad debt reserve Categories Proporti Proporti Amoun Proporti Proportion Amount Amount Amount on (%) on (%) t on (%) (%) Accounts receivable for which bad debt reserve has been provided based on the combination 192,74 Grouping of the 197,390, 54.88% 0.00 0% 3,481. 61.02% 0.00 0% designated accounts 900.82 22 122,71 Grouping based on the 161,854, 6,254,75 6,337,338 45% 3.86% 1,131. 38.85% 5.16% accounting age 223.84 9.59 .86 95 315,45 359,245, 6,254,75 6,337,338 Subtotal of grouping 99.89% 1.74% 4,613. 99.87% 2.01% 124.66 9.59 .86 17 Accounts receivable with 401,267. 401,267. 401,26 401,267.1 insignificant single amount 0.11% 1.85% 0.13% 2.13% 10 10 7.10 0 and provision of bad debt 103 FIYTA Holdings Ltd. 2013 Semi-Annual Report reserve on individual basis 315,85 359,646, 6,656,02 6,738,605 Total -- -- 5,880. -- -- 391.76 6.69 .96 27 Note to the categories of accounts receivable: Accounts receivable with significant single amount and provision of bad debt reserve on individual basis Inapplicable 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 Bad debt Proporti Bad debt reserve Proporti Amount Amount reserve on (%) on (%) Within a year Including: -- -- -- -- -- -- 121,208,736.2 Within a year 159,072,804.27 98.28% 5,601,899.18 98.77% 6,054,073.20 0 Subtotal within 121,208,736.2 159,072,804.27 98.28% 5,601,899.18 98.78% 6,054,073.20 a year 0 1 to 2 years 1,360,553.02 0.84% 114,631.76 1,024,812.69 0.84% 102,481.27 2 to 3 years 1,020,960.69 0.63% 306,288.21 327,400.75 0.27% 98,220.23 Over 3 years 399,905.86 0.25% 231,940.44 150,182.31 0.12% 82,564.16 Total 161,854,223.84 -- 6,254,759.59 122,711,131.95 -- 6,337,338.86 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 Description of grouping Book balance Bad debt reserve Grouping of the designated 197,319,185.82 0.00 accounts Total 197,319,185.82 0.00 At the end of the reporting period, accounts receivable with insignificant single amount and provision of bad debt reserve 104 FIYTA Holdings Ltd. 2013 Semi-Annual Report on individual basis: In CNY Contents of accounts Provision proportion Book balance Bad debt reserve Reason of provision receivable (%) Doubtful 401,267.10 401,267.10 100% Unrecoverable accounts/bad debt Total 401,267.10 401,267.10 -- -- (2) Accounts receivable reversed or recovered in the reporting period Accounts receivable with significant single amount or undergoing separate impairment test despite insignificant single amount and provision of bad debt reserve In CNY Contents of accounts Provision proportion Book balance Bad debt reserve Reason of provision receivable (%) Doubtful 401,267.10 401,267.10 100% 无法收回 accounts/bad debt Total 401,267.10 401,267.10 -- -- Note to accounts receivable with insignificant single amount but bigger risk in grouping after grouping based on credit risk characteristics. (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 in the reporting period Inapplicable (5) Top five debtors of the accounts receivable In CNY Proportion in the total Relationship with the Organization Names Amount Year accounts receivable Company (%) Shanxi International Non-Related Party 5,502,285.53 Within a year 1.53% Trade Center Co., 105 FIYTA Holdings Ltd. 2013 Semi-Annual Report Ltd. Fuzhou Dayang General Non-Related Party 5,493,571.04 Within a year 1.53% Merchandise Co., Ltd. Jinzhao Enterprise Non-Related Party 4,632,747.78 Within a year 1.29% Co., Ltd. Shenzhen China Non-Related Party 3,591,794.25 Within a year 1% Resource Co., Ltd. Heilongjiang Jinan Europe Plaza Non-Related Party 3,487,101.45 Within a year 0.97% Development Co., Ltd. Total -- 22,707,500.05 -- 6.32% (6) Accounts receivable from the related parties In CNY Relationship with the Proportion in the total Organization Names Amount Company accounts receivable (%) Controlled by the same Rainbow Supermarket 2,905,953.94 0.81% parent company The Company’s eventual AVIC 1,234,321.00 0.34% controller Shenzhen CATIC Controlled by the same Enterprise Group Training 1,764.00 0% parent company Center Controlled by the same Shennan Circuit Co., Ltd. 1,095,614.93 0.3% parent company Shennan Circuit Co., Ltd. Controlled by the same 5,500,000.00 1.53% (Notes receivable) parent company CATIC Electronic Controlled by the same Measuring Instruments 103,700.00 0.03% parent company Co., Ltd Total -- 10,841,353.87 3.01% (7) Accounts receivable eventually recognized Inapplicable 106 FIYTA Holdings Ltd. 2013 Semi-Annual Report (8)In case of securitization with the accounts receivable as the object, the amounts of the assets and liabilities continuing to be involved in the formation are stated. Inapplicable 7. Other receivables (1) Other receivables disclosed based on categories In CNY End of the Reporting Period Beginning of the reporting period Book balance Bad debt reserve Book balance Bad debt reserve Categories Propor Propor Propor Proporti Amount tion Amount tion Amount Amount tion on (%) (%) (%) (%) Other receivables with provision of bad debt reserve based on grouping Grouping of the 11,279,85 32.89 10,879,09 0.00 0% 31.31% 0.00 0% designated accounts 9.38 % 9.62 Grouping based on 23,012,76 67.11 1,428,998 23,869,56 1,395,054.2 6.21% 68.69% 5.84% the accounting age 4.09 % .13 0.85 1 34,292,62 1,428,998 34,748,66 1,395,054.2 Subtotal of grouping 100% 4.17% 100% 4.01% 3.47 .13 0.47 1 34,292,62 1,428,998 34,748,66 1,395,054.2 Total -- -- -- -- 3.47 .13 0.47 1 Note to categories of other receivables Other receivables with significant single amount and provision of bad debt reserve Inapplicable Other receivables with provision of bad debt reserve based on age analysis in grouping. In CNY End of the Reporting Period Beginning of the reporting period Book balance Book balance Age Bad debt Prop Prop Bad debt reserve Amount ortio reserve Amount ortio n (%) n (%) Within a year Including: Within a year 20,372,590.45 88.5 993,400.81 20,659,513.93 86.5 1,017,165.01 107 FIYTA Holdings Ltd. 2013 Semi-Annual Report 3% 5% Subtotal within a 88.5 86.5 20,372,590.45 993,400.81 20,659,513.93 1,017,165.01 year 3% 5% 8.37 12.6 1 to 2 years 1,926,304.21 212,257.82 3,008,908.59 299,369.04 % 1% 2.93 0.46 2 to 3 years 674,612.10 203,710.83 110,245.00 33,073.50 % % 0.17 0.38 Over 3 years 39,257.33 19,628.67 90,893.33 45,446.66 % % Total 23,012,764.09 -- 1,428,998.13 23,869,560.85 -- 1,395,054.21 Other receivables with provision of bad debt reserve based on the balance percentage method in grouping. Inapplicable Other receivables with provision of bad debt reserve based on other method in grouping In CNY Grouping Description Book balance Bad debt reserve Grouping of the designated accounts 11,279,859.38 0.00 Total 11,279,859.38 0.00 Other receivables with insignificant single amount but with provision of bad debt reserve by individual Inapplicable (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 (5)Nature or description of the other receivables with bigger amount In CNY Nature or content of Proportion in the total other Organization Names Amount the accounts receivables (%) Shenzhen China Resource 3,121,928.00 Deposit in security 9.1% 108 FIYTA Holdings Ltd. 2013 Semi-Annual Report Co., Ltd. Shenzhen Yitian Holiday World Real Estate 1,090,523.00 Deposit in security 3.18% Development Co., Ltd. SMH International Trading Commodity 904,078.58 2.64% (Shanghai) Co., Ltd. promotion Shenzhen Chengtian Advertisement 800,000.00 2.33% Advertisement Co., Ltd. security deposit Jebsen & Co (China) Ltd. 737,200.00 Deposit in security 2.15% Jihui Commercial Shopping mall Management (Shanghai) 628,583.12 1.83% deposit and rent Co., Ltd Shopping mall Shenzhen Airport Co., Ltd. 538,060.00 1.57% deposit and rent Total 7,820,372.70 -- 22.8% Note: (6) Top Five Debtors of the Other Receivables In CNY Relationship with the Proportion in the total Organization Names Amount Year Company other receivables (%) Shenzhen China Non-Related Party 3,121,928.00 Within a year 9.1% Resource Co., Ltd. Shenzhen Yitian Holiday World Real Non-Related Party 1,090,523.00 Within a year 3.18% Estate Development Co., Ltd. SMH International Trading (Shanghai) Non-Related Party 904,078.58 Within a year 2.64% Co., Ltd. Shenzhen Chengtian Advertisement Co., Non-Related Party 800,000.00 Within a year 2.33% Ltd. Jebsen & Co (China) Non-Related Party 737,200.00 Within a year 2.15% Ltd. Total -- 6,653,729.58 -- 19.4% (7) Other receivables from related parties In CNY 109 FIYTA Holdings Ltd. 2013 Semi-Annual Report Relationship with the Proportion in the total other Organization Names Amount Company receivables (%) Controlled by the same CATIC Property 13,500.00 0.06% parent company Controlled by the same Rainbow Supermarket 150,801.60 0.66% parent company Shenzhen CATIC Controlled by the same Enterprise Group Training 150,000.00 0.65% parent company Center Chengdu CATIC Real Controlled by the same Estate Development Co., 100,536.00 0.44% parent company Ltd. Ganzhou CATIC Real Controlled by the same Estate Development Co., 122,665.60 0.53% parent company Ltd. Total -- 537,503.20 2.34% (8) Other receivable terminated for recognition Inapplicable (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 a 53,795,426.53 70.53% 50,392,708.30 66.82% year 1 to 2 years 22,078,333.60 28.94% 23,964,370.10 31.78% 2 to 3 years 339,377.00 0.44% 726,788.00 0.96% Over 3 66,884.00 0.09% 334,700.00 0.44% years 110 FIYTA Holdings Ltd. 2013 Semi-Annual Report Total 76,280,021.13 -- 75,418,566.40 -- Note to the age of advance payments (2) Top Five Receivers of Advance Payment In CNY Relationship with the Causes of Organization Names Amount Time Company unsettlement China Tenth Engineering payment Metallurgy Group Non-Related Party 8,405,680.16 Within a year in advance Limited Corporation Dongguan Junyi Advance for Precision Hardware Non-Related Party 4,234,367.11 Within a year purchase of watches Products Co., Ltd. Beat Blattmann Advance for Non-Related Party 3,823,830.34 Within a year Marketing purchase of watches Liberty Time Center Advance for Non-Related Party 2,130,267.60 Within a year GmbH purchase of watches SAN SUN Advance for INDUSTRIAL CO., Non-Related Party 2,091,074.84 Within a year purchase of watches LTD. Total -- 20,685,220.05 -- -- Note to the major organizations of advance payments (3) Advance payment from the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period Inapplicable (4) Note to the advance payment Inapplicable 9. Inventories (1) Classification of Inventories In CNY End of the Reporting Period Beginning of the reporting period Provision Items Provision for Book balance for price Book value Book balance Book value price falling falling 111 FIYTA Holdings Ltd. 2013 Semi-Annual Report 4,886,794.8 90,882,330.3 110,918,957. 106,032,162. Raw materials 95,769,125.25 4,886,794.86 6 9 01 15 Products in 18,234,744.3 18,234,744.36 0.00 5,034,098.24 0.00 5,034,098.24 process 6 1,801,665,749. 24,516,776. 1,777,148,97 1,791,715,76 19,516,776.3 1,772,198,98 Goods in stock 83 32 3.51 4.69 2 8.37 1,915,669,619. 29,403,571. 1,886,266,04 1,907,668,81 24,403,571.1 1,883,265,24 Total 44 18 8.26 9.94 8 8.76 (2) Provision for price falling of inventories In CNY Reserve Decrease in the reporting period Opening book Ending book Categories provided in the balance Reversal Written-off balance period Raw materials 4,886,794.86 0.00 0.00 0.00 4,886,794.86 Products in 0.00 0.00 0.00 0.00 0.00 process Goods in stock 19,516,776.32 5,000,000.00 0.00 0.00 24,516,776.32 Total 24,403,571.18 5,000,000.00 0.00 0.00 29,403,571.18 (3) About provision for price falling of inventories Cause of reversal of the Proportion of the amount Basis for provision for price provision for price falling of reversed in the ending Items falling of inventories inventories in the reporting balance of the inventories period in the reporting period (%) Net realizable value lower Raw materials than the corresponding Inapplicable cost Net realizable value lower Goods in stock than the corresponding Inapplicable cost Note to the inventories 10. Other current assets In CNY Items End of the Reporting Period Beginning of the reporting period Input VAT to be offset 22,334,926.69 43,674,175.80 112 FIYTA Holdings Ltd. 2013 Semi-Annual Report Rent 5,360,059.79 6,037,338.76 Others 0.00 1,331,887.41 Total 27,694,986.48 51,043,401.97 Note to other current liabilities: The Group’s input VAT from procurements not yet offset in the reporting period. 11. Available-for-sale financial assets Inapplicable 12. Held-to-maturity investments Inapplicable 13. Long term accounts receivable Inapplicable 14. Investment in joint ventures and associates In CNY Proportion Proportion of the Total of the Net profit in Company’s Total Total net business shares held Total assets the Investees voting liabilities at asset at income in by the at year end reporting power in the year end year end the report Company period investee period (%) (%) I. Joint venture II. Associates Shanghai Watch 80,058,653. 4,916,450.9 75,142,202. 32,459,523. 25% 25% 433,762.90 Industry 09 5 14 98 Co., Ltd. Note to the significant difference between the joint ventures & associates and the Company in important accounting policies and accounting estimate: 113 FIYTA Holdings Ltd. 2013 Semi-Annual Report 15. Long-term equity investment (1) Statement of Long Term Equity Investment In CNY Note to the inconsis tence Proporti between Proporti on of the the on of the investee Reserve proporti investee ’s for Cash on of the Reserve Way of Investm Increase ’s vote-be impairm dividend Investee Opening Ending shares for calculati ent /decreas shares aring ent in the s balance balance in the impairm on costs e held by shares provided report investee ent the held by in the period s held Compan the period by the y (%) Compan Compan y (%) y and the voting power Shangh ai Watch Equity 39,916, 41,648, 108,440 41,757, Inapplic 25% 25% 0.00 0.00 Industry method 500.00 741.79 .73 182.52 able Co., Ltd. Xi’an Tangche Cost 85,000. 85,000. 85,000. Inapplic 0.00 0.1% 0.1% 0.00 0.00 ng Co., method 00 00 00 able Ltd. Shenzh en CATIC Cost 300,000 300,000 300,000 Inapplic 300,000 Culture 0.00 15% 15% 0.00 0.00 method .00 .00 .00 able .00 Commu nication Co., Ltd. 40,301, 42,033, 108,440 42,142, 300,000 Total -- -- -- -- 0.00 0.00 500.00 741.79 .73 182.52 .00 114 FIYTA Holdings Ltd. 2013 Semi-Annual Report (2) About the ability of transferring fund to the investing company being restricted Inapplicable 16. Investment Based Real Estate (1) Investment based real estate measured based on costs In CNY Opening book Increase in the Decrease in the Items Ending book balance balance reporting period reporting period I. Total Book Costs 340,029,020.44 0.00 0.00 340,029,020.44 1. Housing and 340,029,020.40 0.00 0.00 340,029,020.40 buildings II. Total of accumulative depreciation and 95,649,589.81 4,571,872.94 0.00 100,221,462.75 accumulative amortization 1. Housing and 95,649,589.81 4,571,872.94 0.00 100,221,462.75 buildings III. Total net book value of the 244,379,430.63 -4,571,872.94 0.00 239,807,557.69 investment based real estate 1. Housing and 244,379,430.63 -4,571,872.94 0.00 239,807,557.69 buildings IV. Total accumulative amount of the provision for 0.00 0.00 0.00 0.00 impairment of investment based real estate 1. Housing and 0.00 0.00 0.00 0.00 buildings V. Total book value of the investment 244,379,430.63 -4,571,872.94 0.00 239,807,557.69 based real estate 1. Housing and 244,379,430.63 -4,571,872.94 0.00 239,807,557.69 buildings 115 FIYTA Holdings Ltd. 2013 Semi-Annual Report In CNY Reporting period Depreciation and amortization amount in the report period 4,571,872.94 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 422,423,727.0 425,594,025.4 I. Total Book Costs 6,789,433.77 3,619,135.34 3 6 Including: housing and 306,333,695.0 305,094,336.3 515,817.08 1,755,175.91 buildings 9 0 Machines & 41,992,755.98 2,163,119.88 85,050.08 44,070,825.78 equipment Motor vehicles 13,805,058.95 800,562.52 363,466.00 14,242,155.47 Electronic 24,919,765.50 1,176,935.22 300,797.11 25,795,903.61 equipment Others 35,372,451.51 2,132,999.07 1,114,646.24 36,390,804.34 New increase Amount provided Ending balance Opening book in the Decrease in the -- in the reporting of the reporting balance reporting reporting period period period period II. Total accumulated 104,622,459.1 11,435,385.94 1,675,177.55 114,382,667.55 depreciation 6 Including: housing and 33,708,825.54 5,031,237.33 412,144.00 38,327,918.87 buildings Machines & 17,131,790.81 1,936,264.47 669.26 19,067,386.02 equipment Motor vehicles 8,221,111.90 814,555.80 314,655.20 8,721,012.50 Electronic 16,653,120.95 1,482,576.48 273,766.78 17,861,930.65 116 FIYTA Holdings Ltd. 2013 Semi-Annual Report equipment Others 28,907,609.96 2,170,751.86 673,942.31 30,404,419.51 Ending balance Opening book -- -- of the reporting balance period III. Total net book value 317,801,267.8 -- 311,211,357.91 of fixed assets 7 Including: housing and 272,624,869.5 266,766,417.3 -- buildings 5 9 Machines & 24,860,965.17 -- 25,003,439.76 equipment Motor vehicles 5,583,947.05 -- 5,521,142.97 Electronic 8,266,644.55 -- 7,933,972.96 equipment Others 6,464,841.55 -- 5,986,384.83 IV. Total provision for 0.00 -- 0.00 impairment Including: housing and 0.00 -- 0.00 buildings Machines & 0.00 -- 0.00 equipment Motor vehicles 0.00 -- 0.00 Electronic 0.00 -- 0.00 equipment Others 0.00 -- 0.00 V. Total book value of 317,801,267.8 -- 311,211,357.91 fixed assets 7 Including: housing and 272,624,869.5 266,766,417.3 -- buildings 5 9 Machines & 24,860,965.17 -- 25,003,439.76 equipment Motor vehicles 5,583,947.05 -- 5,521,142.97 Electronic 8,266,644.55 -- 7,933,972.96 equipment Others 6,464,841.55 -- 5,986,384.83 The depreciation amount in the reporting period was CNY ; the cost of the fixed assets transferred in from the construction-in-process amounted to CNY . 117 FIYTA Holdings Ltd. 2013 Semi-Annual Report (2) About temporarily idle fixed assets Inapplicable (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 Cause of no certificate of title being Predicted time of handling the Items granted procedures for the certificate of title Office space of Harbin Branch Defects existing in the property right unknown Notes to the fixed assets As at June 30, 2012, as there existed defects in the property right of the buiding with the original book value amounting to CNY 593,340.00 (book value amounting to CNY 359,818.08), the application for the certificate of title failed; As at June 30, 2013, the building with the original book value of CNY 25,602,352.34 (book value amounting to CNY 23,325,449.99) was taken as the collateral for the long term loan amounting to CNY 7,331,286.38. 18. Construction-in-process (1) About construction-in-process In CNY End of the Reporting Period Beginning of the reporting period Items Book Reserve for Book Reserve for Book value Book value balance impairment balance impairment Guangming New Zone 2,883,218.5 2,883,218.5 1,523,855.0 0.00 0.00 1,523,855.00 Watch Base 7 7 0 Refurbishment of the 2,297,787.4 2,297,787.4 2,165,064.1 offices on the 20th Floor 0.00 0.00 2,165,064.12 8 8 2 of FIYTA Technology 118 FIYTA Holdings Ltd. 2013 Semi-Annual Report Building Refurbishment of the west zone of the 19th 0.00 0.00 0.00 177,446.67 0.00 177,446.67 Floor of FIYTA Technology Building 5,181,006.0 5,181,006.0 3,866,365.7 Total 0.00 0.00 3,866,365.79 5 5 9 (2) Change of key construction-in-process project In CNY Includin Proport Interest g: ion of Accum capitali Beginni amount Increas Transfe project ulative zation End of ng of Progre of e in the rred in Other s put amount rate in the the ss of interest Funds Items Budget reportin to the decrea into of the the Reporti reportin the capitali source g fixed se practic interest reportin ng g project zation period asset e in the capitali g Period period in the budget zation period report (%) (%) period Guang ming New 1,523,8 1,359,3 2,883,2 自筹 Zone 55.00 63.57 18.57 Watch Base 1,523,8 1,359,3 2,883,2 Total -- -- -- -- 55.00 63.57 18.57 Note to the change of the construction-in-process project (3) Impairment reserve for the construction- in-process Inapplicable (4) Work progress of the key construction-in-process Inapplicable (5) Note to the construction-in-process Inapplicable 119 FIYTA Holdings Ltd. 2013 Semi-Annual Report 19. Engineering Supplies Inapplicable 20. Disposal of fixed assets Inapplicable 21. Productive biological asset Inapplicable 22. Oil and gas assets Inapplicable 23. Intangible Assets (1) About intangible assets In CNY Opening book Increase in the Decrease in the Ending book Items balance reporting period reporting period balance I. Total Book Costs 48,781,266.42 205,796.69 0.00 48,987,063.11 Land use right 34,854,239.40 0.00 0.00 34,854,239.40 Software system 3,562,205.50 205,796.69 0.00 3,768,002.19 Trademark use right 10,364,821.52 0.00 0.00 10,364,821.52 II. Total accumulated 12,031,639.24 701,205.67 0.00 12,732,844.91 amortization Land use right 6,225,134.84 359,973.18 0.00 6,585,108.02 Software system 1,859,114.59 335,572.51 0.00 2,194,687.10 Trademark use right 3,947,389.81 5,659.98 0.00 3,953,049.79 III. Total net value of 36,749,627.18 -495,408.98 0.00 36,254,218.20 intangible assets Land use right 28,629,104.56 -359,973.18 0.00 28,269,131.38 Software system 1,703,090.91 -129,775.82 0.00 1,573,315.09 Trademark use right 6,417,431.71 -5,659.98 0.00 6,411,771.73 IV. Total provision for 0.00 0.00 0.00 0.00 impairment Land use right 120 FIYTA Holdings Ltd. 2013 Semi-Annual Report Software system Trademark use right Total book value of 36,749,627.18 -495,408.98 0.00 36,254,218.20 intangible assets Land use right 28,629,104.56 -359,973.18 0.00 28,269,131.38 Software system 1,703,090.91 -129,775.82 0.00 1,573,315.09 Trademark use right 6,417,431.71 -5,659.98 0.00 6,411,771.73 The amount amortized in the reporting period was CNY 701205.67. (2) Expenses for the Company’s development projects Inapplicable 24. Goodwill In CNY Increase in the Decrease in Reserve for Investees or matters forming Opening reporting the reporting Ending balance impairment the goodwill balance period period at year end 1,735,756.4 Lishan Department Store 1,735,756.48 0.00 0.00 1,735,756.48 8 1,735,756.4 Total 1,735,756.48 0.00 0.00 1,735,756.48 8 Method for impairment testing and provision of reserve for impairment HARMONY, one of the Company’s 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 Beginning of the Increase in the End of the Reasons of other Items amortized in the Other decrease reporting period report period Reporting Period decreases report period Cost for making 43,797,298.00 15,175,476.22 18,596,322.38 40,376,451.84 121 FIYTA Holdings Ltd. 2013 Semi-Annual Report special counters Refurbishment 75,107,963.72 28,405,504.85 23,002,288.01 80,511,180.56 Endorsement fee 6,769,273.68 1,400,943.40 1,150,000.02 7,020,217.06 Others 600,076.18 3,461,053.06 2,780,810.37 1,280,318.87 Total 126,274,611.58 48,442,977.53 45,529,420.78 129,188,168.33 -- Note to the long term expenses to be apportioned Note: The Group’s long term expenses to be apportioned were amortized by means of straight-line method, the amortization term for the refurbishment costs was 5 years and that for other items was 2 years. 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 8,862,625.31 7,603,452.98 Offsetable loss 2,821,441.27 2,930,736.04 Offset of the internal unrealized profit 51,008,457.42 47,528,528.65 Deferred income 195,000.00 201,500.00 Others 0.00 3,075,469.94 Sub-total 62,887,524.00 61,339,687.61 Deferred income tax liabilities: Valuation of transactional financial instrument and derivative financial 0.00 0.00 instrument Change of the fair value of the available-for-sale financial assets charged 0.00 0.00 to the capital reserve Statement of unrecognized deferred income tax asset In CNY Items End of the Reporting Period Beginning of the reporting period Offsettable provisional discrepancy 600,000.00 2,635,756.48 Offsettable loss 0.00 0.00 122 FIYTA Holdings Ltd. 2013 Semi-Annual Report Total 600,000.00 2,635,756.48 The offsettable loss of the unrecognized deferred income tax shall be due in the following years: In CNY End of the Reporting Beginning of the Year Remark Period reporting period Statement of taxable discrepancy and offsettable discrepancy items In CNY Items of temporary discrepancy Items Beginning of the reporting End of the reporting period period Taxable discrepancy items Offsettable discrepancy items Reserve for impairment of the assets 37,488,596.00 32,537,231.35 Offsettable loss 12,583,241.37 13,095,609.63 Offset of the internal unrealized profit 208,108,958.64 193,473,413.38 Deferred income 780,000.00 906,000.00 Others 0.00 12,301,879.76 Sub-total 258,960,796.01 252,314,134.12 (2) Presentation of the net amount of the deferred income tax asset and deferred income tax liability after offsetting Items consisting of deferred income tax assets and liabilities after mutual offsetting In CNY Offsettable or Offsettable or Deferred income Deferred income taxable taxable temporary tax assets or tax assets or temporary discrepancy after liabilities after liabilities after discrepancy after Items mutual offsetting at mutual offsetting mutual offsetting mutual offsetting the end of the at the beginning at the end of the at the beginning reporting period of the reporting reporting period of the reporting period period Deferred income tax asset 62,887,524.00 61,339,687.61 Statement of mutual offsetting of deferred income tax asset with deferred income tax liability Inapplicable Note to the deferred income tax asset and deferred income tax liability 27. Statement of Reserve for Impairment of Assets In CNY 123 FIYTA Holdings Ltd. 2013 Semi-Annual Report Opening book Increase in the Decrease in the reporting period Ending book Items balance reporting period Reversal Written-off balance I. Reserve of bad debts 8,133,660.17 419,642.51 468,277.86 0.00 8,085,024.82 II. Reserve for price 24,403,571.18 5,000,000.00 0.00 0.00 29,403,571.18 falling of inventories V. Provision for impairment of long-term 300,000.00 0.00 0.00 0.00 300,000.00 equity investments VI. Provision for impairment of investment 0.00 0.00 0.00 0.00 0.00 based real estate VII. Provisions for impairment of fixed 0.00 0.00 0.00 0.00 0.00 assets IX. Provision for impairment of 0.00 0.00 0.00 0.00 0.00 construction-in-progress XI. Provision for impairment of oil and gas 0.00 0.00 0.00 0.00 0.00 assets XII. Provision for impairment of intangible 0.00 0.00 0.00 0.00 0.00 assets XIII. Provision for 1,735,756.48 0.00 0.00 0.00 1,735,756.48 impairment of goodwill Total 34,572,987.83 5,419,642.51 468,277.86 0.00 39,524,352.48 Note to the statement of impairment of assets 28. Other non-current assets Inapplicable 29. Short-term Borrowings (1) Classification of Short-term Borrowings In CNY Items End of the Reporting Period Beginning of the reporting period Secured borrowings 918,787,629.42 1,409,800,000.00 Total 918,787,629.42 1,409,800,000.00 124 FIYTA Holdings Ltd. 2013 Semi-Annual Report Note to classification of the short-term borrowings (2) Short term borrowings already due but remaining outstanding Inapplicable 30. Trading financial liabilities Inapplicable 31. Notes Payable Inapplicable 32. Accounts payable (1) About accounts payable In CNY Items End of the Reporting Period Beginning of the reporting period Trade accounts payable 170,308,759.81 181,379,333.93 Payables for materials 40,779,361.51 29,706,892.74 Engineering warranty fee payable 211,339.76 211,339.76 Total 211,299,461.08 211,297,566.43 (2) Accounts payable to the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period Inapplicable (3) Statement of big accounts payable with age exceeding 1 year In CNY Creditors’ Names Amount Causes of outstanding Engineering payment of the Hi-tech Industrial Park 211,339.76 Outstanding incurred Chengheng International Limited 217,714.64 Outstanding incurred Shenzhen Tianjiuxing Industrial Co., Ltd. 773,252.30 No invoice is issued Shenzhen Borui Trading Co., Ltd. 581,067.92 No invoice is issued Shenzhen Timepieces Market 179,679.40 No invoice is issued Zhonglian Advanced Iron & Steel 96,797.44 No invoice is issued Total 2,059,851.46 125 FIYTA Holdings Ltd. 2013 Semi-Annual Report 33. Advance Receipts (1) About advanced receipts In CNY Items End of the Reporting Period Beginning of the reporting period Loan received in advance 6,715,812.84 12,131,032.89 Total 6,715,812.84 12,131,032.89 (2) Advance receipts from the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period Inapplicable (3) Note to the big advance receipts with age exceeding 1 year Inapplicable 34. Salaries payable to employees In CNY Opening book Increase in the Decrease in the reporting Ending book Items balance reporting period period balance I. Salaries, bonus, 27,778,001.08 153,744,565.61 166,349,941.70 15,172,624.99 allowance and subsidy II. Staff’s Welfare 0.00 4,059,514.15 4,059,514.15 0.00 III. Social 0.00 21,252,570.75 21,252,570.75 0.00 security Including: 1. Medical 0.00 5,791,707.36 5,791,707.36 0.00 insurance premium 2. Basic endowment 0.00 13,356,319.61 13,356,319.61 0.00 insurance premium 3. Contribution to the annuity 0.00 0.00 0.00 0.00 scheme 4. 0.00 1,078,144.20 1,078,144.20 0.00 Unemployment 126 FIYTA Holdings Ltd. 2013 Semi-Annual Report insurance premium 5. Occupational insurance 0.00 449,251.63 449,251.63 0.00 premium 6. Maternity insurance 0.00 498,614.00 498,614.00 0.00 premium 7. Others 0.00 3,435.45 3,435.45 0.00 IV. Public reserve for 0.00 6,043,694.98 6,039,051.18 4,643.80 housing V. Welfare of 0.00 100,000.00 100,000.00 0.00 dismissal VI. Others 312,978.14 3,247,154.67 3,245,507.58 314,625.23 Where: 1. Trade union and 312,978.14 3,093,754.67 3,092,107.58 314,625.23 employee’s education budget 2. Others 0.00 153,400.00 153,400.00 0.00 Total 28,090,979.22 188,447,500.16 201,046,585.36 15,491,894.02 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 314,625.23, the amount of the non-monetary welfare was CNY 0.00 and the compensation given due to discharge of the labor relations was CNY 0.00. Predicted pay time, amount, etc. of the staff’s salaries payable: The Group predicted that the staff’s 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 40,391,827.59 29,641,692.34 Consumption tax 193,846.15 32,555.56 127 FIYTA Holdings Ltd. 2013 Semi-Annual Report Business tax 647,322.37 669,050.42 Enterprise income tax 19,964,439.28 22,388,435.03 Individual income tax 671,549.72 1,230,752.82 Urban maintenance and construction tax 429,769.03 392,294.10 Property tax 46,090.99 40,390.99 Education surcharge 173,883.31 174,743.58 Stamp tax 235,240.62 709,908.93 Dyke protection surcharge 52,598.27 55,574.92 Others 179,198.92 369,676.54 Total 62,985,766.25 55,705,075.23 Note to the taxes payable: in case the local taxation authority approved the taxable income between the branch companies and branch factories are mutually adjustable, it is necessary to specify the process of tax calculation. 36. Interest payable In CNY Beginning of the reporting Items End of the Reporting Period period Interest of the long term loan in which the due principal shall be paid and interest is paid in 0.00 0.00 installment Interest of enterprise bonds 6,720,000.00 0.00 Interest payable of the short trm loans 17,324,496.13 7,376,397.56 Total 24,044,496.13 7,376,397.56 Note to the interest payable: Interest payable at the end of the reporting period amounting to CNY 24,044,496.13, increased by CNY 16,668,098.57 over the year beginning with growth rate of 225.97%, was mainly due to that the financial management based entrusted loan from Bank of China amounting to CNY 390 million was due for repaying the principal and interest and the Company made provision for the interest in the reporting period; in addition, as the Company issued company bonds in the reporting period and provided bond interest for the CNY 400 million of company bonds in the reporting period. Refer to Note 43 – Bonds payable. 37. Dividend payable Inapplicable 128 FIYTA Holdings Ltd. 2013 Semi-Annual Report 38. Other Payables (1) About other payables In CNY Beginning of the reporting Items End of the Reporting Period period Within a year 26,358,424.07 26,922,292.71 1 to 2 years 2,549,369.34 1,128,478.98 2 to 3 years 568,673.12 1,480,662.36 Over 3 years 8,592,369.81 7,921,980.06 Total 38,068,836.34 37,453,414.11 (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 (3) Note to other payables with big amount with age exceeding 1 year In CNY Creditors’ Names Amount Cause of Will it be repaid after outstanding the report day? Shenzhen Tencent Computer System Co., Ltd. 2,600,000.00 Still in lease term No Oracle Software Research and Development (She 681,990.00 Still in lease term No nzhen) Co., Ltd. Zhu Jin 500,000.00 Deposit in security No for meal card VIA Technologies Shenzhen, Co., Ltd 482,965.70 Still in lease term No Shenzhen Youli Self-service KARAOKE BAR Co., 432,429.00 Still in lease term No Ltd. Shenzhen CATIC Real Estate Co., Ltd. 424,800.00 Still in lease term No Shenzhen Good Family Sports Goods Franchise 414,630.00 Still in lease term No Co., Ltd. Bowei Technology (Shenzhen) Co., Ltd. 375,432.24 Still in lease term No China Merchants Bank Co., Ltd. Shenzhen 349,692.00 Still in lease term No Technology Park Sub-branch Shenzhen Miandianwang Catering Chain Restaur 329,000.00 Still in lease term No 129 FIYTA Holdings Ltd. 2013 Semi-Annual Report ants Co., Ltd. Shenzhen Yong'antang Chain Pharmacy Co., Ltd. 301,644.00 Still in lease term No Total 6,892,582.94 (4) Description of other payables with bigger amount In CNY Creditors’ Names Amount at year end Nature or Content Shenzhen Tencent Computer System Co., Ltd. 2,600,000.00 Deposit from lessee Oracle Software Research and Development (Shenzhen) Co., Ltd. 681,990.00 Deposit from lessee Zhu Jin 500,000.00 Deposit from lessee VIA Technologies Shenzhen, Co., Ltd 482,965.70 Deposit from lessee Shenzhen Youli Self-service KARAOKE BAR Co.,Ltd. 432,429.00 Deposit from lessee Shenzhen CATIC Real Estate Co., Ltd. 424,800.00 Deposit from lessee Shenzhen Good Family Sports Goods Franchise Co., Ltd. 414,630.00 Deposit from lessee Bowei Technology (Shenzhen) Co., Ltd. 375,432.24 Deposit from lessee Reward from the 11th China Patent Award 350,000.00 Reward of the patent award payable China Merchants Bank Co., Ltd. Shenzhen Technology Park 349,692.00 Deposit from lessee Sub-branch Shenzhen Miandianwang Catering Chain Restaurants Co., Ltd. 329,000.00 Deposit from lessee Shenzhen Yong'antang Chain Pharmacy Co., Ltd. 301,644.00 Deposit from lessee Chen Zhaozhong 796,600.00 Advance payment Sun Dawei 1,158,256.40 Advance payment Total 9,197,439.34 39. Predicted liabilities Inapplicable 40. Non-current liabilities due within a year (1) About non-current liabilities due within a year In CNY Items End of the Reporting Period Beginning of the reporting period 130 FIYTA Holdings Ltd. 2013 Semi-Annual Report Long-term loan due within 1 year 54,827,407.00 55,846,683.00 Total 54,827,407.00 55,846,683.00 (2) Long-term loan due within one year Long-term loan due within one year In CNY Items End of the Reporting Period Beginning of the reporting period Secured loan 54,827,407.00 55,846,683.00 Total 54,827,407.00 55,846,683.00 Of the long term loan due within a year, amount of the overdue loans approved for postponing was CNY0.00. Top five creditors of the long term loan 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 suppliers starting date date (%) foreign function foreign function currency currency currency currency China Construction August 18, August 18, 34,435,000. 27,413,703. 34,435,000. 27,923,341. Bank (Asia) HK$ 3% 2011 2013 00 50 00 50 Corporation Limited China Construction September September 34,435,000. 27,413,703. 34,435,000. 27,923,341. Bank (Asia) HK$ 3% 23, 2011 23, 2013 00 50 00 50 Corporation Limited 54,827,407. 55,846,683. Total -- -- -- -- -- -- 00 00 Overdue loan of the long term loans due within 1 year: Inapplicable Description of long-term loan due within 1 year Inapplicable 131 FIYTA Holdings Ltd. 2013 Semi-Annual Report (3) Bonds payable due within a year Inapplicable (4) Long term payables due within a year Inapplicable 41. Other current liabilities In CNY Items Ending book balance Opening book balance Accrued expenses 7,315,030.73 10,088,432.90 Total 7,315,030.73 10,088,432.90 Note to other current liabilities 42.Long term loan (1) Classification of Long Term Loans In CNY Items End of the Reporting Period Beginning of the reporting period Collateral Loans 0.00 0.00 Pledged loan 7,331,286.38 7,838,020.45 Secured loan 94,632,407.00 96,391,683.00 Credit loan 0.00 0.00 Less: Long-term loan due within 1 year -54,827,407.00 -55,846,683.00 Total 47,136,286.38 48,383,020.45 Note to classification of long term loans (2)Top Five Lenders of the Long Term Loans In CNY End of the Reporting Beginning of the Loan Loan Period reporting period Loan Interest starting expiry Currency Amount in Amount in Amount in Amount in suppliers rate (%) date date foreign function foreign function currency currency currency currency Bank of October 8, October 20,000,00 15,922,00 20,000,00 16,218,00 HK$ 3.25% China 2012 7, 2014 0.00 0.00 0.00 0.00 132 FIYTA Holdings Ltd. 2013 Semi-Annual Report (Hong Kong) Limited Bank of China November November 30,000,00 23,883,00 30,000,00 24,327,00 (Hong HK$ 3.25% 23, 2012 23, 2014 0.00 0.00 0.00 0.00 Kong) Limited November Septembe Swiss 975,000.0 6,410,527 1,000,000 6,821,900 UBS 3% 1, 2012 r 1, 2022 Franc 0 .50 .00 .00 China Constructi on Bank October October 1,156,586 920,758.8 1,253,077 1,016,120 HK$ 4.25% (Asia) 31, 2010 31, 2022 .96 8 .38 .45 Corporatio n Limited 47,136,28 48,383,02 Total -- -- -- -- -- -- 6.38 0.45 Note to the long term loans: For the long term loans whose overdue loan has realized formation of extension, it is necessary to specify the conditions, principal, interest, predicted repayment arrangement, etc. of the extension. 43. Bonds payable In CNY Interest Interest Accrued Interest payable payable interest paid in Bond Par Issuing Amount at at end of Ending Term in the the name value date issued beginnin the balance reporting reporting g reporting period period period 5 years (attache FIYTA d with HOLDIN investors GS LTD ’ 2012 February buy-back 400,000, 6,720,00 6,720,00 400,000, 100.00 0.00 0.00 COMPA 27, 2013 option, 000.00 0.00 0.00 000.00 NY the BOND issuer’s redempti on option and 133 FIYTA Holdings Ltd. 2013 Semi-Annual Report adjusting up the par interest rate option in the 3rd year) Note to the bonds payable, including the conditions and time of conversion of the convertible company bonds into shares The 33rd meeting of the Sixth Board of Directors held on June 19, 2012 reviewed and approved the Proposal on Issuing Company Bonds, etc., according to which the Company planned to issued company bonds with amount not exceeding CNY 400 million and the term not exceeding 5 years (with 5 years inclusive). The proceeds would be used for substituting bank loan and replenishing the working capital. On September 9, 2012, approved by China Securities Regulatory Commission with Document ZHENG JIAN XU KE [2012] No. 1209, the Company was permitted to issue company bonds with amount not exceeding CNY 400 milion. The Company issued totally CNY 400 million of bonds in the current period. After deduction of the issuing costs, the new proceeds raised therefrom amounted to CNY 396.9 million, which was remitted to the bank account designated by the Company on March 5, 2013. RSM China CPAs, the CPAs appointed by the Company respectively issued the capital verification reports ZHONG RUI YUE HUA YAN ZI [2013] No. 0053, ZHONG RUI YUE HUA YAN ZI [2013] No. 0054 and ZHONG RUI YUE HUA YAN ZI [2013] No. 0055 for the frozen funds for subscription of the on-line issued bonds, the frozen fund for subscription of the off-line placement and the proceeds actually raised. Approved by Shenzhen Stock Exchange with Document SHEN ZHENG SHANG [2013] No. 99, the bonds were listed for trading with both SZSE centralized bidding system and the comprehensive agreement based trading platform with the abbreviation the securities “12 YA DA ZHAI” and security code of “112152”. For the detail, refer to “Announcement on Issuing Company Bond 2013-003” disclosed on February 25, 2013. 44. Long term accounts payable Inapplicable 45. Special accounts payable Inapplicable 46. Other non-current liabilities In CNY Items Ending book balance Opening book balance Deferred income Fund for financing the construction of the 600,000.00 600,000.00 Company’s technology center (Note①) 134 FIYTA Holdings Ltd. 2013 Semi-Annual Report Reward from the 13th Patent Award (Note②) 350,000.00 350,000.00 Special fund for Development of Strategical 320,000.00 320,000.00 New Industries in Shenzhen (Note③) Special fund for development of cultural 780,000.00 creative industry (Note④) Special fund for cooperation with provincial and ministrial academic and research 236,000.00 institutions (Note④) Total 2,050,000.00 1,506,000.00 Note to other non-current liabilities, including various government subsidies in connection with the assets, and revenues obtained in the reporting period and the amount at the end of the reporting period Note①: According to Document SHEN JING MAO FA [2002] No. 93 promulgated by Bureau of Economic and Trade of Shenzhen Municipality, Bureau of Finance of Shenzhen Municipality and Administration of Local Taxation of Shenzhen Municipality. As the Company’s 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 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 2,400,000.00.Ended June 30, 2013, the balance of the fund was CNY 600,000.00. Note ② : It is the reward of the patent award obtained from the Circular of Intellectual Property Office of Guangdong Province on Appropriation of Incentive Fund from the 13th China Patent Award YUE ZHI GUI [2012] No. 157; Note ③ : It is a special fund for development of strategical new industries according to the Circular on the Fourth Supporting Plan of 2012 for the Special Fund for Development of Strategical New Industries in Shenzhen jointly promulgated by Devlopment and Innovation Commission of Shenzhen Municipality, Science, Industry, Trade and Information Techology Commission of Shenzhen Municipality, Science and Technology Innovation Commission of Shenzhen Municipality and Finance Commission of Shenzhen Municipality Document SHEN FA GAI [2012] No. 1241; Note ④ : It is a special fund for watch project according to the Measures for Administration of Special Fund for Development of Cultural Innovation Industry in Shenzhen; Note⑤: It is a special fund for cooperation with provincial and ministrial academic and research institutions according to YUE CAI JIAO [2009] No. 138. 47. Share Capital In CNY Beginning Increase/ Decrease (+ / -) resulting from the change in the reporting End of the of the period Reporting 135 FIYTA Holdings Ltd. 2013 Semi-Annual Report reporting Shares Period period Bonus converted New issuing Others Sub-total shares from reserve Total 392,767,87 392,767,87 0.00 0.00 0.00 0.00 0.00 Shares 0.00 0.00 Note to change of the capital share: In case there existed capital increase or decrease in the reporting period, it is necessary to disclose the name of the CPAs engaged in the capital verification and the number of the capital verification report. For a company limited by shares whose operation term was less than entire 3 years, it was necessary to specify its net assets in the year prior to incorporation. The overall change of a company limited by shares is the capital verification which should be specified at the time of incorporation. 48. Treasury stock Inapplicable 49. Special reserve Inapplicable 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 (capital 511,014,504.13 0.00 0.00 511,014,504.13 stock premium) Other capital reserve 14,492,448.65 0.00 0.00 14,492,448.65 Total 525,506,952.78 0.00 0.00 525,506,952.78 Note to capital reserve 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 86,602,786.61 0.00 0.00 86,602,786.61 Discretionary surplus 61,984,894.00 0.00 0.00 61,984,894.00 reserve Reserve fund 0.00 0.00 0.00 0.00 Enterprise development 0.00 0.00 0.00 0.00 136 FIYTA Holdings Ltd. 2013 Semi-Annual Report fund Total 148,587,680.61 0.00 0.00 148,587,680.61 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. 52. General risk reserve Inapplicable 53. Retained earnings In CNY Provision or distribution Items Amount proportions Before adjustment: Retained earnings at the 386,984,676.78 -- end of the previous year Adjustment: Total of the retained earnings at 0.00 -- year beginning (increase +, decrease _) Retained earnings at year beginning after 386,984,676.78 -- adjustment Plus: Net profit attributable to the parent 69,097,419.87 -- company’s owner in the report period Retained earnings at year end 456,082,096.65 -- Adjustment of 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 137 FIYTA Holdings Ltd. 2013 Semi-Annual Report shareholders’ general meeting, the Company should disclose explicitly the amount of the profit in the dividend shared by the medium and old shareholders. 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 1,493,827,814.22 1,474,150,751.69 Revenue from other business 14,525,952.64 9,605,059.67 Operating costs 970,869,666.64 987,034,886.89 (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 1,133,437,634.12 847,739,810.91 1,173,543,916.34 874,237,801.34 Industry 321,175,473.86 110,740,242.66 265,901,475.21 99,165,431.92 Property lease 39,214,706.24 6,743,346.45 34,705,360.14 10,394,436.10 Total 1,493,827,814.22 965,223,400.02 1,474,150,751.69 983,797,669.36 (3) Principal Businesses Based on Products In CNY Amount incurred in the reporting period Amount incurred in the previous period Description of Products Operating revenue Operating costs Operating revenue Operating costs Sales of famous brand 1,133,437,634.12 847,739,810.91 1,173,543,916.34 874,237,801.34 watches Sales of FIYTA watches 321,175,473.86 110,740,242.66 265,901,475.21 99,165,431.92 Property lease 39,214,706.24 6,743,346.45 34,705,360.14 10,394,436.10 Total 1,493,827,814.22 965,223,400.02 1,474,150,751.69 983,797,669.36 (4) Principal Businesses Based on Regions In CNY 138 FIYTA Holdings Ltd. 2013 Semi-Annual Report Amount incurred in the reporting period Amount incurred in the previous period Regions Operating revenue Operating costs Operating revenue Operating costs Northeast China 130,071,970.42 95,160,184.44 139,682,464.71 103,378,488.35 North China 290,411,310.16 218,987,802.61 292,156,396.04 222,903,895.50 Northwest China 270,095,282.36 199,716,950.98 331,183,745.81 247,305,324.50 Southwest China 137,226,801.31 98,473,472.78 110,244,661.48 80,191,581.27 East China 178,523,905.64 125,133,429.43 182,965,167.64 130,002,925.44 South China 487,498,544.33 227,751,559.78 417,918,316.01 200,015,454.30 Total 1,493,827,814.22 965,223,400.02 1,474,150,751.69 983,797,669.36 (5) Sales Income from Top Five Customers In CNY Proportion in the Company’s total sales income Description of the Customers Revenue from principal business (%) Yongan General Merchandise 39,691,970.91 2.63% Co., Ltd. Xi’an Kaiyuan Shopping Mall 32,137,246.82 2.13% Co., Ltd. Hunan Pinghetang Industrial 28,650,353.27 1.9% Co., Ltd. Jiangxi Baisheng Zhongshancheng General 26,112,178.48 1.73% Merchandise Co., Ltd. Xidan Department Store of Beijing Capital Retailing 23,571,767.40 1.56% Group Co., Ltd. Total 150,163,516.88 9.95% Note to the operation revenues 55. Income from Contract Projects Inapplicable 56. Business Taxes and Surcharges In CNY Amount incurred in Amount incurred in Items Taxation Rate the reporting period the previous period 139 FIYTA Holdings Ltd. 2013 Semi-Annual Report The Company and its subsidiaries located in PRC Mainland pay taxable consumption tax at 20% Consumption tax 450,766.66 390,919.01 of the tax base for the high grade watches imported or produced by themselves. The Company and its subsidiaries located in PRC Mainland calculate and pay taxes for the Business tax 2,644,269.59 2,186,160.79 income from housing lease, supply labor services and royalty of the demised assets at the rate of 5%. The Company and its subsidiaries located in Shenzhen calculate and pay their urban maintenance and construction tax at 1% of the turnover tax actually paid before Urban maintenance and 3,566,290.79 3,385,114.47 December 1, 2010 and 7% of the construction tax turnover tax actually paid commencing from December 1, 2010; the subsidiaries outside Shenzhen calculate and pay the same at 7%. The Company and its subsidiaries located in PRC Mainland calculate and pay education surcharge at 3% of the turnover tax; according to the Circular of the General Office of Shenzhen Municipal People’s Government on Printing and Issuing the Education surcharge 2,399,990.73 1,780,203.75 Provisional Measures for Administration of Collection of Local Education Surcharge in Shenzhen, they pay the local education surcharge at 2% of the turnover tax actually paid commencing from January 1, 2011. Others 537,501.80 591,285.49 Total 9,598,819.57 8,333,683.51 -- Note to business taxes and surcharges 140 FIYTA Holdings Ltd. 2013 Semi-Annual Report 57. Sales costs In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Wages 95,425,585.46 89,022,232.97 Long-term expenses to be 40,071,228.64 21,960,900.61 apportioned Rental 36,106,141.39 33,639,633.73 Market promotion 34,348,587.79 28,801,364.71 Shopping mall expenses 21,704,181.71 15,273,730.20 Advertisement 21,675,500.79 18,557,304.14 Labor insurance 14,991,352.99 12,372,578.54 Exhibition 8,487,347.93 2,880,436.15 Packing 6,188,388.83 4,125,184.20 Water and electricity 6,048,382.80 5,675,553.22 Others 30,289,173.53 28,238,074.48 Total 315,335,871.86 260,546,992.95 58. Administrative expenses In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Wages 41,385,108.98 38,674,782.96 R & D costs 6,620,694.71 6,326,203.26 Labor insurance 4,514,446.62 3,530,804.12 Depreciation 3,738,162.30 2,731,036.28 Business travel 2,778,620.61 2,822,898.43 Trade union budget 1,910,645.98 1,927,730.36 Meeting 1,834,405.81 1,866,812.03 Business entertainment 1,689,207.04 1,739,635.27 Administrative expenses 1,593,464.97 1,532,395.30 Welfares 1,458,323.04 1,335,900.04 Others 10,700,903.68 25,346,945.31 141 FIYTA Holdings Ltd. 2013 Semi-Annual Report Total 78,223,983.74 87,835,143.36 59. Financial Expenses In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Interest payment 43,059,131.02 51,135,088.70 Less: interest income -556,505.59 -782,438.91 Exchange losses -1,302,644.23 329,694.61 Financial service charge 6,073,587.41 8,918,864.86 Plus: Collateral charge for loans Others 549,840.19 2,661.78 Total 47,823,408.80 59,603,871.04 60. Income from change of fair value Inapplicable 61. Return on Investment (1) Statement of Return on Investment In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Return on long term equity investment based 108,440.73 191,373.86 on equity method Total 108,440.73 191,373.86 (2) Income from long term equity investment calculated based on the cost method Inapplicable (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 report period over the the reporting period period previous period Shanghai Watch Industry Co., 108,440.73 191,373.86 142 FIYTA Holdings Ltd. 2013 Semi-Annual Report Ltd. Total 108,440.73 191,373.86 -- Note to the return on investment: Should there be material restriction in remitting back of the return on investment, it is necessary to explain the case. Should there be no such material restriction, it is necessary to specify the case also. 62. 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 -42,202.72 -4,298.70 II. Loss from price falling of inventories 5,000,000.00 Total 4,957,797.28 -4,298.70 63. Non-operating income (1) About non-operating income In CNY Amount recorded in the Amount incurred in Amount incurred in the Items non-recurring gain/loss the reporting period previous period in the reporting period Total gains from disposal of 467,975.18 2,464.55 467,975.18 non-current asset Including: Income from disposal of 467,975.18 2,464.55 467,975.18 fixed assets Income from disposal of 0.00 0.00 0.00 intangible assets Income from reorganization of 0.00 0.00 0.00 liabilities Benefit from non-monetary assets 0.00 0.00 0.00 exchange Acceptane of donation 0.00 0.00 0.00 Government subsidies 795,493.22 567,500.00 795,493.22 Others 297,969.80 1,271,678.10 297,969.80 Total 1,561,438.20 1,841,642.65 1,561,438.20 143 FIYTA Holdings Ltd. 2013 Semi-Annual Report (2) Statement of Government Subsidies In CNY Amount incurred in Amount incurred in Items Note: the reporting period the previous period Science & Technology Awards 100,000.00 of Guangdong Province Financial support from implementation of 112,500.00 467,500.00 standardization strategy (Note ①) Commissioner project budget of the special fund for the academic & research 236,000.00 cooperation with the provincial and ministrial institutions (Note ②) Governmental allowances from Shenzhen Watch & Clock Association for BASEL 60,000.00 WORLD 2011 Watches (Note ③) Incentive fund for speeding up development of backbone 370,000.00 enterprises in Shenzhen(Note④) Market promotion fund for medium and small enterprises 16,993.22 (Note⑤) Total 795,493.22 567,500.00 -- Note to non-operating income Note①: They are the governmental allowances received for implementation of standardized stragetical financing projects in 2012 in Bao’an District according to the Official Opinion of Bao’an District on Implementation of Promoting Industry Transformation and Upgrading and Speeding Up and Change of Economic Development Approaches, SHEN BAO FU [2012] No. 21, the Provisional Measures of Bao’an District for Management of the Financial Special Purpose Funds at District Level, etc. Note ② : It is the special fund for the academic & research cooperation with the provincial and ministrial institutions according to the Document YUE CAI JIAO [2009] No. 138; the amount of the reward already recognized as in compliance with the relevant conditions in the current year was CNY 236,000.00, including the amount distributed in 2012 being CNY 136,000.00 and the amount distributed in 2011 being CNY 100,000.00. 144 FIYTA Holdings Ltd. 2013 Semi-Annual Report Note ③ : It is the allowance for the booth cost for BASEL WORLD 2011 Watches from Shenzhen Watch & Clock Association; Note ④ : It is the Incentive fund for speeding up development of backbone enterprises in Shenzhen received in 2011 according to the Some Mesures for Optmizing Governmental Services and Promoting Industrial Development, Document SHEN FU (2008) No. 149 and the Financial Incentive Measures of Shenzhen Municipality for Speeding up Development of Backbones, Document SHEN CAI JIN (2010) No. 97. Note⑤: It is the special fund for market promotion of medium and small enterprises received by the Company. 64. Non-operating expenses In CNY Amount recorded in Amount incurred in the Amount incurred in the non-recurring Items reporting period the previous period gain/loss in the reporting period Total loss from disposal of the non-current 27,315.73 11,895.85 27,315.73 assets Including: Loss from disposal of fixed assets 27,315.73 11,895.85 27,315.73 External donation 180,000.00 90,000.00 180,000.00 Others 38,870.48 3,532.37 38,870.48 Total 246,186.21 105,428.22 246,186.21 Note to non-operating expenses 65. Income tax expenses In CNY Amount incurred in the Amount incurred in the Items reporting period previous period The income tax in the report period calculated 17,674,422.82 22,438,602.06 according to the tax law and the relevant provisions. Adjustment of deferred income tax -3,919,237.05 -5,264,777.74 Total 13,755,185.77 17,173,824.32 66. Process of calculation of basic earnings per share and diluted earnings per share (1) Statement of the amounts of the basic earnings per share (basice EPS) and diluted earnings per share (diluted EPS) in different periods 145 FIYTA Holdings Ltd. 2013 Semi-Annual Report Profit in the reporting period Amount incurred in the report year Amount incurred in the previous year Basic EPS Diluted EPS Basic EPS Diluted EPS Net profit attributable to the Company’s shareholders of ordinary 0.176 0.176 0.166 0.166 shares Net profit attributable to the Company’s shareholders of ordinary 0.173 0.173 0.168 0.168 shares less non-recurring gain and loss (2) Process of calculation of basic earnings per share and diluted earnings per share In the report 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. 1. In calculating the basic EPS, the current net profit attributable to shareholders of ordinary shares is: Items Amount incurred in the report year Amount incurred in the previous year Net profit attributable to the 69,097,419.87 65,159,296.28 shareholders of ordinary shares Including: Net profit attributable to 69,097,419.87 65,159,296.28 continuous operation Net profit attributable to the Company’s shareholders of ordinary 68,078,232.08 66,121,488.44 shares less non-recurring gain and loss Including: Net profit attributable to 68,078,232.08 66,121,488.44 continuous operation 2. In calculating the basic EPS, the denominator is the weighted average of the outstanding ordinary shares and the calculation process is as follows: Items Amount incurred in the report year Amount incurred in the previous year Number of outstanding ordinary 392,767,870.00 392,767,870.00 shares 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 outstanding 392,767,870.00 392,767,870.00 ordinary shares at year end Note: The calculation formula and the calculation process for the relevant data are presented according to the Enterprise Accounting Standards No. 34 – Earnings per Share and the Rules for the Compilation and Submission of Information Disclosure by Companies that Offer Securities to the Public No. 15 – Calculation and Disclosure of ROE and EPS (2010 146 FIYTA Holdings Ltd. 2013 Semi-Annual Report Revision). 67. Other comprehensive income In CNY Amount incurred in the Amount incurred in the Items reporting period previous period 4. Converted difference in Foreign Currency Statements -3,563,383.18 -1,485,490.34 Sub-total -3,563,383.18 -1,485,490.34 Total -3,563,383.18 -1,485,490.34 Note to other comprehensive income Inapplicable 68. Note to the Cash Flow Statement (1) Other operation related cash received In CNY Items Amount Commodity promotion 9,511,276.95 Government subsidies 1,374,453.22 Deposit 1,556,281.30 Interest income 556,382.18 Reserves 12,685.51 Others 5,377,324.74 Total 18,388,403.90 Note to the other operation related cash received Inapplicable (2) Other operation related cash paid In CNY Items Amount Rental 36,914,074.34 Market promotion 21,896,492.58 Shopping mall expenses 21,704,181.71 147 FIYTA Holdings Ltd. 2013 Semi-Annual Report Advertisement 19,035,500.79 Water and electricity 6,265,476.45 Packing 6,188,388.83 Business travel 5,421,967.64 R & D costs 5,100,694.71 Administrative expenses 4,874,609.70 Transportation 3,579,355.55 Business entertainment 3,460,778.19 Exhibition 3,307,347.93 Insurance premium 1,659,980.40 Meeting 1,588,134.52 Post and telecommunications 1,500,876.36 Remuneration to agent(s) engaged by the Company 1,367,471.91 Automobile expenses 1,063,064.29 Others 2,294,992.72 Total 147,223,388.62 Note to other operation related cash paid Inapplicable (3) Other investment related cash received Inapplicable (4) Other investment related cash paid Inapplicable (5) Other fund-raising related cash received Inapplicable (6) Other cash paid for fund raising activities In CNY Items Amount Bond issue expenses 502,986.00 Total 502,986.00 Note to other fund raising related cash paid 148 FIYTA Holdings Ltd. 2013 Semi-Annual Report 69. Supplemental information of the cash flow statement (1) Supplemental information of the cash flow statement In CNY Amount in the reporting Supplemental Information Amount in the previous period period 1. Net cash flows arising from adjustment of net -- -- profit into operating activities: Net profit 69,212,725.92 65,159,296.28 Plus: Provisions for impairment of assets 4,957,797.28 -4,298.70 Depreciation of fixed assets, oil and gas assets, 16,007,258.88 16,155,014.09 production based biological asset Amortization of intangible assets 701,205.67 668,682.58 Long-term expenses to be apportioned 45,529,420.78 29,139,237.95 Loss (income is stated with “-“) from disposal of fixed -440,659.45 9,431.30 assets, intangible assets and other long term assets Loss on scrapping of fixed assets (profit is 0.00 0.00 stated with “-“) Loss from change of fair value (income is stated with 0.00 0.00 “-“) Financial expenses (income is stated with “-“) 43,059,131.02 51,135,088.70 Investment loss (income is stated with “-“) -108,440.73 -191,373.86 Decrease of deferred income tax asset (increase is -1,547,836.39 -5,264,777.74 stated with “-“) Increase of deferred income tax asset (decrease is 0.00 -5,264,777.74 stated with “-“) Decrease of inventories (increase is stated with “-“) -8,000,799.50 -157,959,058.31 Decrease of operative items receivable (increase -25,258,705.56 -76,634,180.15 is stated with “-“) Increase of operative items receivable (decrease is -10,116,297.35 -15,560,265.76 stated with “-“) Net cash flow arising from operating activities 133,994,800.57 -93,347,203.62 2. Significant investment and fund-raising activities -- -- not involved in cash income and expenses: 3. Net change of cash and cash equivalents: -- -- Ending cash balance 95,490,125.02 210,307,884.08 Less: Opening cash balance 140,420,994.71 179,972,430.02 149 FIYTA Holdings Ltd. 2013 Semi-Annual Report Plus: Ending cash equivalent balance 0.00 0.00 Less: Opening cash equivalent balance 0.00 0.00 Net increase in cash and cash equivalents -44,930,869.69 30,335,454.06 (2) Information concerning acquisition or disposal of subsidiaries or other operating units in the reporting period In CNY Amount incurred in the Amount incurred in the Supplemental Information reporting period previous period I. Information concerning acquisition of subsidiaries -- -- and other operating units: II. Information concerning disposal of subsidiaries -- -- and other operating units: (3) Composition of cash and cash equivalents In CNY Beginning of the reporting Items End of the Reporting Period period I. Cash 95,490,125.02 140,420,994.71 Including: Cash in stock 563,441.88 538,810.69 Bank deposit available for payment at any time 94,921,162.28 139,868,866.49 Other monetary fund available for payment at 5,520.86 13,317.53 any time Due from central bank available for payment 0.00 0.00 Due from banks 0.00 0.00 Call loan to banks 0.00 0.00 II. Cash equivalent 0.00 0.00 Including: bond investment due within three months 0.00 0.00 III. Balance of cash and cash equivalent at the end 95,490,125.02 140,420,994.71 of the report period Note to supplemental information to the cash flow statement 70. Note to items in the statement of change in owner’s equity Inapplicable 150 FIYTA Holdings Ltd. 2013 Semi-Annual Report 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 Parent Company Proporti Voting on of power the proporti The Compa on of Compa Place of Legal Registe ny’s the ny’s Organiz Relatio Enterpri Business Parent Registr represe red shares parent eventua ation nship se type nature ation ntative: capital held by compan l Code the y over controll parent the er compan Compa y (%) ny (%) Investing and initiating entities (separate applicatio China CATIC n is to be National Shenzhe Controllin Wu submitted Aviation n g Company Shenzhe 111063 279351 Guangqu for a 41.49% 41.49% Industry Holdings sharehol limited n 1996 22-9 an specific Group Limited der project); Corporati domestic on commerc e, supply and sales of goods and 151 FIYTA Holdings Ltd. 2013 Semi-Annual Report materials (excludin g the goods for exclusive sale, under special control and monopoli zed goods); import and export (excludin g the goods forbidden by law, administr ative rules and regulatio ns, decision of the State Council; the restrictive goods is not allowed for operation until permit is granted) Note to the Company’s Parent: AVIC International Holding Corporation (CATIC Shenzhen Holdings Limited) , the Company’s controlling shareholder completed the change with the administration for industry and commerce for its non-public issuing of securities in 2012 and asets reorganization. Before the change, AVIC International Shenzhen Company Limited held 58.77% of AVIC 152 FIYTA Holdings Ltd. 2013 Semi-Annual Report International’s equity, and the balance of the equity was public shares; after the change, AVIC International Shenzhen Company Limited held 39.37% of AVIC International’s equity and the balance of the equity was public shares. Therefore, the Company’s eventual controller is Aviation Industry Corporation of China. 2. About the Subsidiaries Full Shareholdi Place of Legal Proportion Names of Subsidiary Enterprise Business Registered ng Organizati Registratio representa of voting Subsidiari type type nature capital proportion on Code n tive: power (%) es (%) Shenzhen Harmony Xu World Controlled Limited 60000000 27931393 Shenzhen Dongshen Commerce 100% 100% Watches subsidiary liability 0(RMB) 5 g Center Co., Ltd. Shenzhen FIYTA Sophisticat Xu ed Controlled Limited Manufactu 10000000( 71521080 Shenzhen Dongshen 100% 100% Timepiece subsidiary liability re RMB) 2 g s Manufactu re Co., Ltd. Shenzhen World Controlled Limited 2800000( 19223622 Watches Shenzhen Fang Juan Commerce 50% 50% subsidiary liability RMB) 8 Center Co., Ltd. FIYTA (Hong Controlled Limited Hong 65060000 - Commerce 100% 100% 37954781 Kong) subsidiary liability Kong (HKD) Limited Beijing Hengliand Controlled Limited 30000000( 77546687 a Beijing Fang Juan Commerce 100% 100% subsidiary liability RMB) 7 Timepiece s Co., Ltd. Shenzhen Xu Controlled Limited Manufactu 10000000( 69396758 FIYTA Shenzhen Dongshen 100% 100% subsidiary liability re RMB) X Technolog g 153 FIYTA Holdings Ltd. 2013 Semi-Annual Report y Developm ent Co., Ltd. Shenzhen Xu Symphony Controlled Limited 5000000( 69710895 Shenzhen Dongshen Commerce 100% 100% Trading subsidiary liability RMB) 0 g Co., Ltd. Emile Chouriet Controlled Limited Lu 50000000( 55031281 Shenzhen Commerce 100% 100% (Shenzhen subsidiary liability Bingqiang RMB) 8 ) Co., Ltd. FIYTA Xu Controlled Limited 50000000( 57476869- Sales Co., Shenzhen Dongshen Commerce 100% 100% subsidiary liability RMB) 2 Ltd. g Liaoning Hengdarui Controlled Limited 51000000( 56755181- Commerce Shenyang Lu Wanjun Commerce 100% 100% subsidiary liability RMB) 5 & Trade Co., Ltd. 3. Joint Ventures and Associates Proportion Proportion of the of the Company’ Place of Legal Enterprise Business Registered shares s voting Relationsh Organizati Investees Registratio representa type Nature capital held by the power in ip on Code n tive: Company the (%) investee (%) I. Joint venture II. Associate Shanghai Watch Limited Dong Manufactu 15350000 13465765 Shanghai 25% 25% Associate Industry liability Guozhang re (RMB) 7 Co., Ltd. 4. The Company’s other related parties Other related parties Relationship with the Company Organization Code 154 FIYTA Holdings Ltd. 2013 Semi-Annual Report CATIC Property under the control of the same party 19219400-5 Shenzhen CATIC Building under the control of the same party 743201073 Technology Co., Ltd. Rainbow Supermarket under the control of the same party 618842912 Shennan Circuit Co., Ltd. under the control of the same party 192195761 Shenzhen CATIC Monitor under the control of the same party 689407061 Technology Co., Ltd. CATIC Real Estate under the control of the same party 279340845 Shenzhen Makway Cable TV under the control of the same party 618810902 Equipment Co., Ltd. CATIC Securities Co., Ltd. under the control of the same party 741986153 Xi’an Tianyue Hotel Co., Ltd. under the control of the same party 76197033-5 Shenzhen CATIC Nanguang Elevator under the control of the same party 192350741 Engineering Co., Ltd. Shenzhen CATIC City Property under the control of the same party 676667833 Development Co., Ltd. Shenzhen CATIC City Development under the control of the same party 192194005 Co., Ltd. CATIC Land Development Co., Ltd. under the control of the same party 661015568 Shenzhen CATIC Guanlan Real under the control of the same party 763495945 Estate Development Co., Ltd. Shenzhen CATIC Changtai under the control of the same party 732047808 Investment Development Co., Ltd. Shenzhen CATIC Construction under the control of the same party 192309191 Supervision Co., Ltd. Shenzhen CATIC Jiufang Assets under the control of the same party 580064616 Management Co., Ltd. CATIC Trust Co. under the control of the same party 158265930 Ganzhou CATIC Real Estate under the control of the same party 664794739 Development Co., Ltd. Shenzhen CATIC Decoration Design under the control of the same party 192268123 Engineering Co., Ltd. Shenzhen CATIC City Investment under the control of the same party 279340845 Co., Ltd. Chengdu CATIC Real Estate under the control of the same party 66047931X Development Co., Ltd. Chengdu CATIC Real Estate Co., under the control of the same party 202384639 Ltd. 155 FIYTA Holdings Ltd. 2013 Semi-Annual Report CATIC Electronic Measuring under the control of the same party 745016111 Instruments Co., Ltd Shenzhen CATIC Theme Real Estate under the control of the same party 618811913 Co., Ltd. Note to the Company’s other related parties 5. Related transactions (1) Statement of Commodities Purchased and Labor Services Received In CNY Amount incurred in the Amount incurred in the reporting period previous period Propor Propor Pricing of tion in tion in related Description of the the transactions Related Parties Related amoun amoun and decision Transactions Amount t of the Amount t of the making simlar simlar procedures transa transa ctions ctions (%) (%) Rainbow Shopping mall Negotiated 1,373,419.14 5.36% 2,939,606.14 7.86% Supermarket expenses price Property Negotiated CATIC Property 569,185.84 100% 1,605,837.42 100% management fee price Shenzhen CATIC Negotiated 12.54 Training fees 142,437.90 46,600.00 1.81% Enterprise Group price % Training Center Statement of Sales of Goods and Supply of Labor Services In CNY Description of Pricing of Amount incurred in the Amount incurred in the Related Parties Related related reporting period previous period 156 FIYTA Holdings Ltd. 2013 Semi-Annual Report Transactions transactions Propor Propor and decision tion in tion in making the the procedures amoun amoun Amount t of the Amount t of the simlar simlar transa transa ctions ctions (%) (%) AVIC Sales of products Market price 1,328,029.06 0.09% 3,886,999.48 0.26% Rainbow Sales of products Market price 38,432,907.68 2.57% 36,158,164.63 2.45% Supermarket Shennan Circuit Sales of materials Market price 7,357,604.78 0.49% 790,736.23 0.05% Co., Ltd. (2) Related trust/contract Inapplicable (3) Related Leases Statement of leases In CNY Rental Lease Basis for income Lease starting Lessor Lessees Leased asset termination determing the recognized in date date lease income the reporting period FIYTA CATIC Real Negotiated Office space May 16, 2012 May 15, 2015 754,416.00 Holdings Ltd Estate price Shenzhen Makway FIYTA February 1, Negotiated Cable TV Office space May 31, 2013 233,285.00 Holdings Ltd 2012 price Equipment Co., Ltd. FIYTA CATIC October 1, September Negotiated Office space 1,330,272.00 Holdings Ltd Property 2012 30, 2015 price CATIC FIYTA February 1, Negotiated Securities, Office space May 31, 2015 511,200.00 Holdings Ltd 2012 price Co., Ltd. FIYTA Shenzhen Office space October 1, September Negotiated 11,160.00 157 FIYTA Holdings Ltd. 2013 Semi-Annual Report Holdings Ltd CATIC City 2012 30, 2015 price Property Development Co., Ltd. Shenzhen FIYTA CATIC City September September Negotiated Office space 11,160.00 Holdings Ltd Development 16, 2012 15, 2013 price Co., Ltd. Shenzhen CATIC FIYTA Guanlan Real Negotiated Office space May 16, 2012 May 15, 2015 44,640.00 Holdings Ltd Estate price Development Co., Ltd. Shenzhen CATIC FIYTA Changtai Negotiated Office space May 16, 2012 May 15, 2015 642,816.00 Holdings Ltd Investment price Development Co., Ltd. FIYTA Xi’an Tianyue September 1, Negotiated Office space July 31, 2012 1,750,000.00 Holdings Ltd Hotel Co., Ltd. 2009 price FIYTA Rainbow Negotiated Office space May 1, 2013 April 30, 2016 191,720.00 Holdings Ltd Supermarket price Shenzhen FIYTA CATIC City Negotiated Office space May 16, 2012 May 15, 2015 45,012.00 Holdings Ltd Investment price Co., Ltd. Shenzhen CATIC FIYTA Jiufang Negotiated Office space July 19, 2011 June 30, 2013 196,248.00 Holdings Ltd Assets price Management Co., Ltd. Shenzhen FIYTA CATIC Theme Negotiated Office space May 16, 2012 May 15, 2013 472,812.00 Holdings Ltd Real Estate price Co., Ltd. Statement of Tenancies In CNY Lessor Lessees Leased asset Lease starting Lease Basis for Rent 158 FIYTA Holdings Ltd. 2013 Semi-Annual Report date termination determing the recognized in date rent the reporting period Ganzhou CATIC Real August 31, August 30, Negotiated Estate HARMONY Shop 467,550.32 2012 2017 price Development Co., Ltd. Chengdu CATIC Real October 28, October 27, Negotiated Estate HARMONY Shop 183,054.98 2011 2016 price Development Co., Ltd. Description of related leases (4) Related guarantee In CNY Has the Amount in Guarantee Expiry of Guarantor Guarantee guarantee been guarantee starting date guarantee implemented? The Company HARMONY 100,000,000.00 July 23, 2012 July 22, 2013 No The Company HARMONY 80,000,000.00 August 27, 2012 August 26, 2013 No January 21, January 21, The Company HARMONY 28,787,629.42 No 2013 2014 FIYTA Hong September 6, September 5, The Company 27,413,703.50 No Kong Limited 2011 2013 FIYTA Hong The Company 27,413,703.50 August 10, 2011 August 10, 2013 No Kong Limited FIYTA Hong The Company 15,922,000.00 October 5, 2012 October 4, 2014 No Kong Limited FIYTA Hong November 10, November 9, The Company 23,883,000.00 No Kong Limited 2012 2014 AVIC September 3, September 2, The Company 80,000,000.00 No International 2012 2013 AVIC September 3, September 2, The Company 70,000,000.00 No International 2012 2013 AVIC September 3, September 2, The Company 70,000,000.00 No International 2012 2013 AVIC The Company 60,000,000.00 September 3, September 2, No 159 FIYTA Holdings Ltd. 2013 Semi-Annual Report International 2012 2013 AVIC September 3, September 2, The Company 60,000,000.00 No International 2012 2013 AVIC November 23, November 22, The Company 20,000,000.00 No International 2012 2013 AVIC October 26, October 25, The Company 50,000,000.00 No International 2012 2013 AVIC November 27, November 26, The Company 70,000,000.00 No International 2012 2013 AVIC The Company 50,000,000.00 June 4, 2013 June 3, 2014 No International AVIC October 22, October 21, The Company 100,000,000.00 No International 2012 2013 AVIC November 22, September 25, The Company 50,000,000.00 No International 2012 2013 AVIC The Company 30,000,000.00 August 1, 2012 August 1, 2013 No International Note to the related guarantees (5) Lending and Borrowing with Related Parties Inapplicable (6) Assets assignment and debt restructuring transactions with the related parties Inapplicable (7) Other related transactions Inapplicable 6. Receivables from and Payables to the Related Parties Accounts receivable from the related parties In CNY End of the reporting period Beginning of the reporting period Items Related Parties Bad debt Bad debt Book balance Book balance reserve reserve Rainbow Accounts receivable 2,905,953.94 145,297.70 799,263.70 39,963.19 Supermarket 160 FIYTA Holdings Ltd. 2013 Semi-Annual Report AVIC 1,234,321.00 61,716.05 676,811.00 33,840.55 Shenzhen CATIC Enterprise Group 1,764.00 88.20 1,764.00 176.40 Training Center Shennan Circuit 1,095,614.93 54,780.75 1,831,638.46 91,581.92 Co., Ltd. CATIC Electronic Measuring 103,700.00 5,185.00 0.00 0.00 Instruments Co., Ltd Chengdu CATIC 0.00 4,060.00 203.00 Real Estate Total 5,341,353.87 267,067.69 3,313,537.16 165,765.06 Shennan Circuit Notes receivable 5,500,000.00 0.00 2,000,000.00 0.00 Co., Ltd. Total 5,500,000.00 0.00 2,000,000.00 0.00 Other receivables CATIC Property 13,500.00 675.00 0.00 0.00 Rainbow 150,801.60 7,540.08 119,401.60 5,970.08 Supermarket Shenzhen CATIC Enterprise Group 150,000.00 7,500.00 150,000.00 7,500.00 Training Center Chengdu CATIC Real Estate 100,536.00 5,026.80 100,536.00 5,026.80 Development Co., Ltd. Ganzhou CATIC Real Estate 122,665.60 6,133.28 122,665.60 6,133.28 Development Co., Ltd. Total 537,503.20 26,875.16 492,603.20 24,630.16 Accounts payable to the related parties In CNY Amount at the end of the Amount at the beginning Items Related Parties reporting period of the reporting period Shenzhen CATIC Other payables Building Technology Co., 8,227.10 8,227.10 Ltd. 161 FIYTA Holdings Ltd. 2013 Semi-Annual Report Shenzhen CATIC Nanguang Elevator 3,354.90 3,354.90 Engineering Co., Ltd. Shenzhen CATIC City 37,700.00 37,700.00 Investment Co., Ltd. CATIC Securities, Co., 170,400.00 170,400.00 Ltd. CATIC Real Estate 424,800.00 424,800.00 Shenzhen CATIC Changtai Investment 221,712.00 221,712.00 Development Co., Ltd. Shenzhen CATIC Jiufang Assets Management Co., 60,606.00 Ltd. Rainbow Supermarket 60,000.00 60,000.00 Shenzhen Makway Cable 64,602.00 TV Equipment Co., Ltd. Total 986,800.00 990,796.00 X. Payment of Shares Inapplicable XI. Contingent Events Inapplicable XII. Commitments 1. Important Commitments Operation lease commitments: The irrevocable operation lease contracts executed between the Group and external parties by the balance sheet day are as follows: In CNY Items End of the year Minimum rent payment for the irrevocable operation lease: - Within a year 21,706,958.25 1 – 2 years 28,367,176.21 2 – 3 years 19,179,007.17 Over 3 years 14,830,000.00 Total 84,083,141.63 162 FIYTA Holdings Ltd. 2013 Semi-Annual Report 2. Implementation of the commitments in the previous period(s) Inapplicable XIII: Sequential Events after the Balance Sheet Day Inapplicable XIV: Other important matters Inapplicable 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 Prop Prop Prop port Amount Amount ortio Amount ortio Amount ortio ion n (%) n (%) n (%) (%) Accounts receivable for which bad debt reserve has been provided based on the combination 99. Grouping of the 239,387,67 239,386,39 99.3 38 0.00 0% 0.00 0% designated accounts 0.05 0.85 8% % Grouping based on 1,485,751.2 0.6 34.9 1,491,713.4 0.62 19.1 544,717.12 286,124.69 the accounting age 4 2% 7% 4 % 8% 240,873,42 100 0.23 240,878,10 100 0.12 Subtotal of grouping 544,717.12 286,124.69 1.29 % % 4.29 % % 240,873,42 240,878,10 Total -- 544,717.12 -- -- 286,124.69 -- 1.29 4.29 Note to the categories of accounts receivable Accounts receivable with significant single amount and with reserve for bad debt provided on single item basis. Inapplicable 163 FIYTA Holdings Ltd. 2013 Semi-Annual Report In grouping, accounts receivable with the reserve for bad debt provided based on the age analysis method. In CNY End of the Reporting Period Beginning of the reporting period Book balance Book balance Age Prop Bad debt Prop Bad debt reserve Amount ortio reserve Amount ortio n (%) n (%) Within a year Including: -- -- -- -- -- -- Subtotal 4.34 within a 0.00 0% 0.00 64,884.69 3,244.23 % year 1 to 2 4.37 68.4 64,884.69 6,488.47 1,020,960.69 102,096.07 years % 4% 2 to 3 68.7 25.3 1,020,960.69 306,288.21 377,394.06 152,310.39 years 2% % Over 3 26.9 1.91 399,905.86 231,940.44 28,474.00 28,474.00 years 2% % Total 1,485,751.24 -- 544,717.12 1,491,713.44 -- 286,124.69 In grouping, accounts receivable with the reserve for bad debt provided based on the balance faction method. Inapplicable In grouping, accounts receivable with the reserve for bad debt provided based on other method In CNY Description Book balance Bad debt reserve Grouping of the designated 239,387,670.05 0.00 accounts Total 239,387,670.05 0.00 Accounts receivable with insignificant single amount but with reserve for bad debt provided on single item basis at the end of the reporting period Inapplicable (2) Accounts receivable reversed or recovered in the reporting period Inapplicable 164 FIYTA Holdings Ltd. 2013 Semi-Annual Report (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) Nature or description of the other receivables with bigger amount Inapplicable (6) Top five debtors of the accounts receivable In CNY Proportion in the total Relationship with the Organization Names Amount Year accounts receivable Company (%) FIYTA Sales Co., Subsidiary 239,384,824.81 Within a year 99.38% Ltd. Erdos Shopping Non-related party 574,442.40 2 to 3 years 0.24% Center Distribution Non-related party 216,994.22 Over 3 years 0.09% Voltimage inc Jiamusi Department Store Co., Ltd. of Non-related party 148,772.75 2 to 3 years 0.06% Dashang Group Mudanjiang Department Store Non-related party 86,221.20 2 to 3 years 0.04% Co., Ltd. of Dashang Group Group -- 240,411,255.38 -- 99.81% (7) Accounts due from related parties In CNY Relationship with the Proportion in the total Organization Names Amount Company accounts receivable (%) FIYTA Sales Co., Ltd. Subsidiary 239,384,824.81 99.38% AVIC The Company’s eventual 134,335.00 0.06% 165 FIYTA Holdings Ltd. 2013 Semi-Annual Report controller Beijing Henglianda Watch Subsidiary 12,827.74 0.01% Co., Ltd. Shenzhen CATIC Controlled by the same Enterprise Group Training 1,764.00 0% parent company Center Kunming HARMONY Subsidiary 1,279.20 0% Golden Eagle Shop Total -- 239,535,030.75 99.45% (8) Amount of the accounts receivable transferred not in compliance with the conditions of terminating confirmation is CNY 0.00. (9) For securitization on the assets with accounts receivable as the underlying asset, 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 0.00 0% 0.00 0% 0.00 0% 0.00 0% provision of bad debt reserve on individual basis Other receivables for which bad debt reserve has been provided based on the grouping Grouping of the designated 99.9 99.8 1,085,494,656.61 0.00 0% 877,980,927.88 0.00 0% accounts 4% 7% Grouping based on the 0.06 13.1 0.13 699,306.00 92,092.25 1,167,527.00 140,077.13 12% accounting age % 7% % 100 0.01 100 0.02 Subtotal of grouping 1,086,193,962.61 92,092.25 879,148,454.88 140,077.13 % % % % Other receivables with 0.00 0% 0.00 0% 0.00 0% 0.00 166 FIYTA Holdings Ltd. 2013 Semi-Annual Report insignificant single amount and provision of bad debt reserve on individual basis Total 1,086,193,962.61 -- 92,092.25 -- 879,148,454.88 -- 140,077.13 -- Note to categories of other receivables Other receivables with significant single amount and provision of bad debt reserve on individual basis at the end of the reporting period Inapplicable In 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 Prop Prop Bad debt reserve Bad debt reserve Amount ortio Amount ortio n (%) n (%) Within a year Including: -- -- -- -- -- -- Subtotal 66.2 45.2 463,150.00 22,502.50 528,550.00 26,427.50 within a year 4% 7% 6.51 39.3 1 to 2 years 45,542.57 4,554.25 459,474.67 45,947.47 % 5% 21.6 9.44 2 to 3 years 151,356.10 45,406.83 110,245.00 33,073.50 4% % 5.61 5.93 Over 3 years 39,257.33 19,628.67 69,257.33 34,628.66 % % Total 699,306.00 -- 92,092.25 1,167,527.00 -- 140,077.13 In grouping, other account receivable for which reserve for bad debt is provided based on balance percentage Inapplicable In grouping, 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 1,085,494,656.61 0.00 Total 1,085,494,656.61 0.00 Other receivables with insignificant single amount and provision of bad debt reserve on individual basis at the end of the 167 FIYTA Holdings Ltd. 2013 Semi-Annual Report reporting period Inapplicable (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) Nature 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 913,848,212.29 Within 1 year 84.13% FIYTA Sales Co., Subsidiary 49,959,976.28 Within 1 year 4.6% Ltd. Emile Chouriet Subsidiary 41,487,341.14 Within 1 year 3.82% (Shenzhen) Co., Ltd. Shenzhen FIYTA Sophisticated Timepieces Subsidiary 37,206,124.11 Within 1 year 3.43% Manufacture Co., Ltd. Shenzhen Symphony Trading Subsidiary 28,834,414.69 Within 1 year 2.65% Co., Ltd. Total -- 1,071,336,068.51 -- 98.63% (7) Other receivables from related parties In CNY 168 FIYTA Holdings Ltd. 2013 Semi-Annual Report Relationship with the Proportion in the total of the Company names Amount Company other receivables (%) HARMONY Subsidiary 913,848,212.29 84.13% FIYTA Sales Co., Ltd. Subsidiary 49,959,976.28 4.6% Emile Chouriet Subsidiary 41,487,341.14 3.82% (Shenzhen) Co., Ltd. Shenzhen FIYTA Sophisticated Timepieces Subsidiary 37,206,124.11 3.43% Manufacture Co., Ltd. Shenzhen Symphony Subsidiary 28,834,414.69 2.65% Trading Co., Ltd. Shenzhen FIYTA Technology Development Subsidiary 12,744,896.07 1.17% Co., Ltd. Fiyta (Hong Kong) Ltd. Subsidiary 1,147,471.00 0.11% Shenzhen CATIC Controlled by the same Enterprise Group Training 150,000.00 0.01% parent company Center Total -- 1,085,378,435.58 99.92% (8)Amount of the other receivables transferred not in compliance with the conditions of terminating confirmation is CNY 0.00. (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 Percent Voting Provisio inconsis age of power n Cash tence of Accounti Initial Increase equity in percent Impairm reserve dividend Investee Opening Ending percent ng investm /Decrea the age in ent provided in the s balance balance age of method ent cost se investee the reserve in the reportin equity (%) investee reportin g period in the (%) g period investee 169 FIYTA Holdings Ltd. 2013 Semi-Annual Report s with Voting power percent age Shenzh en Harmon Cost 601,307 601,307 601,307 Inapplic y World 0.00 100% 100% 0.00 0.00 0.00 method ,200.00 ,200.00 ,200.00 able Watches Center Co., Ltd. Shenzh en World Cost 1,400,0 1,400,0 1,400,0 Inapplic 0.00 50% 50% 0.00 0.00 0.00 Watches method 00.00 00.00 00.00 able Center Co., Ltd. Harbin HARMO NY Cost 125,000 125,000 125,000 Inapplic 0.00 100% 100% 0.00 0.00 0.00 World method .00 .00 .00 able Watches Co., Ltd. FIYTA (Hong Cost 55,367, 55,367, 55,367, Inapplic 0.00 100% 100% 0.00 0.00 0.00 Kong) method 520.00 520.00 520.00 able Limited Xi’an Tangche Cost 85,000. 85,000. 85,000. Inapplic ng Joint 0.00 0.1% 0.1% 0.00 0.00 0.00 method 00 00 00 able Stock Co., Ltd. Shenzh en Culture Cost 300,000 300,000 300,000 Inapplic 300,000 0.00 15% 15% 0.00 0.00 Commu method .00 .00 .00 able .00 nication Co., Ltd. Shenzh Cost 5,000,0 5,000,0 5,000,0 Inapplic en 0.00 100% 100% 0.00 0.00 0.00 method 00.00 00.00 00.00 able Sympho 170 FIYTA Holdings Ltd. 2013 Semi-Annual Report ny Trading Co., Ltd. Shenzh en FIYTA Technol Cost 10,000, 10,000, 10,000, Inapplic 0.00 100% 100% 0.00 0.00 0.00 ogy method 000.00 000.00 000.00 able Develop ment Co., Ltd. Shenzh en FIYTA Sophisti cated Cost 9,000,0 9,000,0 9,000,0 Inapplic 0.00 100% 100% 0.00 0.00 Timepie method 00.00 00.00 00.00 able ces Manufac ture Co., Ltd. FIYTA Cost 50,000, 50,000, 50,000, Inapplic Sales 0.00 100% 100% 0.00 0.00 0.00 method 000.00 000.00 000.00 able Co., Ltd. Shangh ai Watch Equity 39,916, 41,648, 108,440 41,757, Inapplic 25% 25% 0.00 0.00 0.00 Industry method 500.00 741.79 .73 182.52 able Co., Ltd. 772,501 774,233 108,440 774,341 300,000 Total -- -- -- -- 0.00 0.00 ,220.00 ,461.79 .73 ,902.52 .00 Note to investment in long term equity 4. Operating Revenue and Costs (1) Operating Revenue In CNY Items Amount incurred in the reporting period Amount incurred in the previous period Revenue from principal 44,722,706.24 78,724,691.50 business Revenue from other 50,379.57 4,135,571.06 business 171 FIYTA Holdings Ltd. 2013 Semi-Annual Report Total 44,773,085.81 82,860,262.56 Operating costs 6,806,000.42 46,268,068.51 (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 Industry 0.00 0.00 44,019,331.36 31,755,058.40 Property lease 44,722,706.24 6,743,346.45 34,705,360.14 10,394,436.10 Total 44,722,706.24 6,743,346.45 78,724,691.50 42,149,494.50 (3) Principal Businesses Based on Products In CNY Amount incurred in the reporting period Amount incurred in the previous period Description of Products Operating revenue Operating costs Operating revenue Operating costs Sales of FIYTA watches 0.00 0.00 44,019,331.36 31,755,058.40 Property lease 44,722,706.24 6,743,346.45 34,705,360.14 10,394,436.10 Total 44,722,706.24 6,743,346.45 78,724,691.50 42,149,494.50 (4) Principal Business (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 Northeast China 0.00 0.00 0.00 0.00 North China 0.00 0.00 266,952.19 174,799.51 Northwest China 1,750,000.00 2,114,283.80 1,750,000.00 4,735,434.50 Southwest China 0.00 0.00 358,974.36 235,055.36 East China 0.00 0.00 0.00 0.00 South China 42,972,706.24 4,629,062.65 76,348,764.95 37,004,205.13 Total 44,722,706.24 6,743,346.45 78,724,691.50 42,149,494.50 (5) Operating revenue from the company’s top five customers In CNY Description of the Customers Total operating revenue Proportion in the 172 FIYTA Holdings Ltd. 2013 Semi-Annual Report Company’s total sales income (%) Shenzhen Tencent Computer System Co., Ltd. 13,891,387.50 31.03% Oracle Software Research and Development (Shenzhen) 2,409,780.00 5.38% Co., Ltd. Shenzhen CATIC Hotel Management Co., Ltd. 1,750,000.00 3.91% Bowei Technology (Shenzhen) Co., Ltd. 1,477,888.02 3.3% Weisheng Electronics (Shenzhen) Co., Ltd. 1,432,697.10 3.2% Total 20,961,752.62 46.82% Note to the operating revenue 5. Return on investment (1) Details of return on investment In CNY Amount incurred in the Amount incurred in the Items reporting period previous period Return on long term equity investment based on cost 74,971,478.14 75,960,140.02 method Return on long term equity investment based on 108,440.73 191,373.89 equity method Total 75,079,918.87 76,151,513.91 (2) Return on long term equity investment based on cost method In CNY Amount incurred in Amount incurred Cause of increase/decrease in Investees the reporting in the previous the report period over the period period previous period Retained earnings in the same FIYTA Technology 10,037,848.87 0.00 period of the previous year Decrease of the net profit of the Manufacture Co. 64,933,629.27 75,960,140.05 investee in 2012 over 2011 Total 74,971,478.14 75,960,140.05 -- 173 FIYTA Holdings Ltd. 2013 Semi-Annual Report (3) Return on long term equity investment based on equity method In CNY Amount incurred in Amount incurred Cause of increase/decrease in Investees the reporting in the previous the report period over the period period previous period Decrease of the profit of the investee in the reporting period Shanghai Watch Industry 108,440.73 191,373.89 over the same period of the previous year Total 108,440.73 191,373.89 -- Note to the return on investment 6. Supplementary information of the cash flow statement In CNY Amount in the reporting Amount in the previous Supplemental Information period period 1. Net cash flows arising from adjustment of net profit into -- -- operating activities: Net profit 82,763,509.21 69,728,132.23 Plus: Provisions for impairment of assets 210,607.55 -4,298.70 Depreciation of fixed assets, oil and gas assets, production 7,480,004.66 9,429,450.96 based biological asset Amortization of intangible assets 695,545.69 663,022.60 Long-term expenses to be apportioned 4,662,349.88 5,271,263.77 Loss (income is stated with “-“) from disposal of fixed assets, 0.00 -451,657.57 intangible assets and other long term assets Financial expenses (income is stated with “-“) 0.00 12,769,119.71 Investment loss (income is stated with “-“) -75,079,918.87 -76,151,513.91 Decrease of deferred income tax asset (increase is stated 69,848.11 0.00 with “-“) Increase of deferred income tax asset (decrease is stated 0.00 0.00 with “-“) Decrease of inventories (increase is stated with “-“) 62,653.97 32,293,251.47 Decrease of operative items receivable (increase is stated -176,854,871.80 -332,833,427.40 with “-“) Increase of operative items receivable (decrease is stated -5,136,726.22 57,899,112.07 with “-“) 174 FIYTA Holdings Ltd. 2013 Semi-Annual Report Net cash flow arising from operating activities -161,126,997.82 -221,387,544.77 2. Significant investment and fund-raising activities not -- -- involved in cash income and expenses: 3. Net change of cash and cash equivalents: -- -- Ending cash balance 31,841,346.45 71,657,500.90 Less: Opening cash balance 51,372,778.02 49,327,161.12 Net increase in cash and cash equivalents -19,531,431.57 22,330,339.78 7. Assets and liabilities recorded based on the assessed value under counterpurchase Inapplicable XVI. Supplementary information 1. Statement of Non-recurring Profit and Loss in the Reporting Period In CNY Items Amount Note: Income from disposal of the idle office space amounting Loss from disposal of non-current assets, including the to CNY 427,651.20 and gain 440,659.45 part written-off with the provision for impairment of assets and loss from disposal of other fixed assets in Chengdu in the current year. Government subsidy recognized in current gains and losses (excluding those closely related to the Company’s For the detail, refer to Note 795,493.22 business and granted under the state’s policies according 63 (2) government subsidy to certain quota of amount or volume) Income and expenses from the business other than the Other various non-operating 79,099.32 above items revenue and expenditure Less: Amount affected by the income tax 290,388.46 68 Station Co.,Ltd., one of the Company’s subsidiaries, received government susbsidy amounting to CNY Amount affected by minority equity (after tax) 5,675.74 16,993.22 in the current year. The amount affecting the minority equity after deduction of the income tax. Total 1,019,187.79 -- If the Company defines the non-recurring gain and loss items as defined by the Explanatory Announcement No.1 on Information Disclosure for Companies Offering their Securities to the Public - Non-recurring Gains and Losses and the 175 FIYTA Holdings Ltd. 2013 Semi-Annual Report non-recurring gain and loss items taken as examples in the Explanatory Announcement No.1 on Information Disclosure for Companies Offering their Securities to the Public as recurring times in definition, please explain the reason. Inapplicable 2. Discrepancy in accounting data between IAS and CAS Inapplicable 3. Return on Equity (ROE) and Earnings per Share (EPS) In CNY Net ROE, weighted EPS Profit in the reporting period average (%) Basic EPS Diluted EPS Net profit attributable to the Company’s 4.68% 0.176 0.176 shareholders of ordinary shares Net profit attributable to the Company’s shareholders of ordinary shares less the 4.61% 0.173 0.173 non-recurring gains/losses 4. Notes to the Abnormalities in the Major Items of the Company’s Accounting Statements and the Causes 1. Monetarty fund amounting to CNY 95,490,125.02, decreased by CNY 44,930,869.69 over year beginning, with a drop rate of 32%, was mainly due to that as a result of control of the procurement expenditure and optimization of stock structure in the reporting period, the net cash flow in from operation activities amounted to CNY133,994,800.57; payment for purchase of fixed assets and refurbishment of the terminal sales outlets amounted to CNY 58,489,580.79; and repayment for bank loans amounted to CNY 94,275,174.38 and payment for bank interest amounted to CNY 26,169,618.98. 2. Accounts receivable amounting to CNY 352,990,365.07, increased by CNY 43,873,090.76 over the year beginning with a growth rate of 14.19%, was mainly due to increase of sales and failure in settlement of partial inter-period accounts. 3. Decrease of other current assets by CNY 23,348,415.49 over the year beginning with a drop rate of 45.74% was mainly due to decrease in purchasing inventories in the reporting period and decrease of the offsettable input VAT by CNY 21,339,249.11 over the year beginning. 4. Short term loans amounting to CNY 918,787,629.42, decreased by CNY 491,012,370.58 over the year beginning was mainly due to that as the Comnpany issued company bonds, part of the raised capital was used for repaying short term loans. 5. Interest payable at the end of the reporting period amounting to CNY 24,044,496.13, increased by CNY 16,668,098.57 176 FIYTA Holdings Ltd. 2013 Semi-Annual Report over the year beginning with growth rate of 225.97%, was mainly due to that the financial management based entrusted loan from Bank of China amounting to CNY 390 million was due for repaying the principal and interest and the Company made provision for the interest in the reporting period. 6. The bonds payable at the end of the reporting period amounting to CNY 400,000,000.00 while zero at year beginning was due to that the Company issued CNY 400 million of company bonds in the reporting period. Refer to Note 43 – bonds payable. 7. The sales costs amounting to CNY 315,335,871.86, increased by CNY 54,788,878.91 over the same period of the previous year with growth rate of 21.03% was mainly due to increase in wages, rent, market promotion fee, shopping mall expenses, etc. in the Company. Refer to the details of Note 57 – Sales costs. 8. Financial costs amounting to CNY 47,823,408.80, decreased by CNY 11,780,462.24 over the same period of the previous year with a drop rate of 19.76% was mainly due to that the interest rate for the bank loans repaid by the Company and that of the company bonds issued in the reporting period was quite low and thus the interest payment decreased. 177 FIYTA Holdings Ltd. 2013 Semi-Annual Report Section 9 List of Documents Available for Inspection I. Accounting Statements signed by and under the seal of the legal representative, chief accountant and accounting supervisor II. Originals of all the Company’s documents and manuscripts of announcements disclosed in Securities Times and Hong Kong Commercial Daily as designated by China Securities Regulatory Commission. 178