FIYTA Holdings Ltd. 2014 Semi-Annual Report FIYTA Holdings Ltd. 2014 Semi-Annual Report August, 2014 1 FIYTA Holdings Ltd. 2014 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 following directors, all the other directors personally attended the Board Meeting for reviewing the Semi-annual Report Names Titles Cause(s) Proxies Huang Yongfeng Director Business travel Lai Weixuan Liu Aiyi Director Business travel Zhong Sijun Zhang Shunwen Independent Business travel Wang Yan director 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. Hu Xinglong, the chief financial officer and 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. This Semi-annual report is prepared in both Chinese and English. Should there be any difference in understanding between the two, the Chinese version shall prevail. 2 FIYTA Holdings Ltd. 2014 Semi-Annual Report Table of Contents 2014 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 Section 7 About Preferred Shares Chapter 8 Directors, Supervisors and Senior Executives Section 9 Financial Report Section 10 List of Documents Available for Inspection 3 FIYTA Holdings Ltd. 2014 Semi-Annual Report Definitions Terms to be defined Refers to Definition This Company, the Company or Refers to FIYTA Holdings Ltd. Fiyta AVIC International Holdings Refers to AVIC International Holdings Limited Shenzhen Harmony World Watches Center Co., HARMONY Refers to 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. 2014 Semi-Annual Report Section 2 Company Profile I. Company Profile Abbreviation of the FIYTA A, FIYTA B Stock Code 000026 and 200026 stock Stock Exchange Listed Shenzhen Stock Exchange with Company Name in 飞亚达(集团)股份有限公司 Chinese Abbreviation of company name in 飞亚达公司 Chinese (if any) Company Name in English (if any) FIYTA HOLDINGS LTD. Abbreviation of Company Name in FIYTA English (if any) Legal Representative of Lai Weixuan the Company II. Liaison Person and Way of Communication Secretary of the Board Securities Affairs Representative Names Chen Libin Zhang Yong th 20 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 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 2013 Annual Report 2. Information Disclosure and Place of Regular Reports Prepared for Inquiry There is no change in the name of the newspapers designated for disclosing the information, internet 5 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 2013 Annual Report 3. Changes of the Registration Data There is no change in such registration data as the registration date and place, the registration number of the business licence, tax registration number, organization code, etc. of the Company during the reporting period. For more information, refer to 2013 Annual Report. 6 FIYTA Holdings Ltd. 2014 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? □ Yes √ No Increase/decrease in the reporting period Same Period of the Reporting period vs the corresponding Previous Year period of the previous year (%) Revenues in CNY 1,642,614,790.97 1,508,353,766.86 8.90% Net profit attributable to the 88,283,873.10 69,097,419.87 27.77% Company’s shareholders, in CNY Net profit attributable to the Company’s shareholders less the 86,173,160.01 68,078,232.08 26.58% non-recurring gains/losses, in CNY Net cash flows arising from 137,998,679.39 133,994,800.57 2.99% operating activities, in CNY Basic earning per share 0.225 0.176 27.84% (CNY/share) Diluted earning per share 0.225 0.176 27.84% (CNY/share) Net assets-income ratio , 5.58% 4.68% 0.90% weighted average, (%) Increase/decrease of End of the reporting End of the previous the report period vs period year the same period of the previous year (%) Total assets, in CNY 3,689,550,705.59 3,558,702,591.28 3.68% Net assets attributable to the 1,587,697,962.33 1,536,434,684.56 3.34% Company’s shareholder (CNY) II. Difference in the Accounting Data based on the Accounting Standards Outside Mainland China 1. Differences in net profit and net assets in the financial report disclosed according to both the intarnational accounting standards (IAS) and the Chinese accounting standards (CAS). Inapplicable 2. Differences in net profit and net assets in the financial report disclosed according to both the 7 FIYTA Holdings Ltd. 2014 Semi-Annual Report accounting standards outside the Mainland Chinae and the Chinese accounting standards (CAS). Inapplicable Inapplicable III. Non-recurring gain/loss items and the amount involved In CNY Items Amount Note: It refers to the gain/loss Loss from disposal of non-current assets, including from disposal of the office the part written-off with the provision for impairment 6,708.57 fixed assets in the current of assets period Government subsidy recognized in current gains For the detail, refer to and losses (excluding those closely related to the Note 63 (2) government Company’s business and granted under the state’s 1,726,500.00 subsidy in the current policies according to certain quota of amount or period. volume) Other various Income and expenses from the business other than 906,133.12 non-operating revenue the above items and expenditures Less: Amount affected by the income tax 528,628.60 Total 2,110,713.09 -- 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. 2014 Semi-Annual Report Section 4 Report of the Board of Directors I. Overview During the reporting period, the domestic economic followed the decelerated growth state, the Company was confronted with bigger pressure from the market environment in its principal business especially from the high-end consumption market. Under the circumstance that the macro-market environment was hardly determined, the Company, focusing on the annual strategic theme of “deepening the values, improving the efficiency and enhancing integration”, rose to the challenge, forged ahead with determination, kept laying the foundation of various basic work, exerted itself on improving the output of individual shops and efficiency of asset operation. During the reporting period, the Company was improving its overall earning power, the asset structure was continuously optimized and the operational cash flow achieved continuous improvement. The Company realized sales income amounting to CNY1,642,614,790.97, an 8.90% year-on-year growth over the previous year, realized net profit amounting to CNY 88,283,873.10, a 27.77% year-on-year growth over the previous year; the net cash flow arising from the operation activities amounted to CNY 137,998,679.39. During the reporting period, the Company still took the brand strategy as the guidance, carried forward integration and upgrading of the key value links by means of the business model of “product + channel”; took “burning the passion, improving the capacity, returning to the base and striving to create efficiency” with the work theme with the Harmony World Watch as the key channel brand, focusing on BSC +OPERATION, enhanced construction of the core competence and construction of Harmony Brand, centering on the principal line of work – “improving the unit output and improving the efficiency”, innovated the operation model, looking for opportunity in the adverse situation, realized sales income amounting to CNY 1,164,509,801.05 with a 2.74% growth. With FIYTA as the Company’s key product, the Company takes “focusing on per unit yield, development platform, enhancing teamwork and improving efficiency” as the work core, promoted sales growth by various means, such as the theme competition of “Soccer Hero Legend”, sales promotion during holidays and festivals, promotion of new arrivals, etc.; enriched the categories of the existing channels by vigorously developing e-commerce, enhancing support to distributors, continuously reinforcing overseas channel construction, developing more brands, etc. and improved the quality of channels; steadily improved the gross profit rate level of products by restructuring the products, raising the retail price of series products, and controlling the product costs, and improved the brand awareness and reputation by means of news release of the new product arrival, BASEL Watch Expo, SHENZHEN Watch Expo, the spokespersons’ promotion activities, etc. During the reporting period, the Company kept quick growth in its FIYTA Watch Industry, realized sales income amounting CNY 391,786,607.01, a 26.59% growth. During the reporting period, the Company kept carrying forward in property management, construction of Guangming watch production base and the innovation work in different management practices. 9 FIYTA Holdings Ltd. 2014 Semi-Annual Report II. Analysis on the Principal Business Changes of the major financial data on year-on-year basis In CNY Same period of the Year-on-year Reporting Period previous year Cause of change increase/decrease Operating revenue 1,642,614,790.97 1,508,353,766.86 8.90% Operating costs 1,038,060,709.77 970,869,666.64 6.92% Selling expenses 349,761,320.39 315,335,871.86 10.92% Administrative 84,852,192.39 78,223,983.74 8.47% expenses Financial expenses 54,196,678.49 47,823,408.80 13.33% Income tax 16,573,527.31 13,755,185.77 20.49% expense Income tax 11,886,999.88 9,629,287.15 23.45% expenses Investment in R & D 137,998,679.39 133,994,800.57 2.99% Mainly referring to the increase in investment in the Net cash flow new watch arising from -77,188,078.38 -57,808,318.28 33.52% production base operating activities project at Guangming New Zone Net cash flow arising from -8,915,791.60 -120,444,793.36 -92.60% investment activities Net increase of cash and cash 52,180,646.25 -44,930,869.69 equivalent Great change has taken place in profit composition or profit sources in the reporting period Inapplicable 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 operation plan in the reporting period the Company disclosed previously Inapplicable 10 FIYTA Holdings Ltd. 2014 Semi-Annual Report III. Composition of Principal Businesses In CNY Increase/decr Increase/decr Increase/decr ease of ease of gross ease of principal profit rate revenue in Operating Operating Gross margin business cost over the the same revenue costs (%) over the same period period of the same period of the previous year of previous previous year (%) year (%) (%) Sectors 1,164,509,80 879,130,610. Commerce 24.51% 2.74% 3.70% -0.70% 1.05 80 420,802,528. 148,417,710. Industry 64.73% 31.02% 34.02% -0.79% 52 07 42,837,767.1 Leasehold 6,368,580.17 85.13% 9.24% -5.56% 2.33% 7 Products Sales of 1,164,509,80 879,130,610. famous brand 24.51% 2.74% 3.70% -0.70% 1.05 80 watches Sales of 391,786,607. 131,829,910. FIYTA 66.35% 26.59% 26.32% 0.07% 01 71 watches Property 42,837,767.1 6,368,580.17 85.13% 9.24% -5.56% 2.33% leasehold 7 Precision 29,015,921.5 16,587,799.3 42.83% 148.59% 160.17% -2.54% machining 1 6 Regions Northeast 152,503,099. 106,837,154. 29.94% 17.25% 12.27% 3.10% China 71 05 241,303,219. 174,784,558. North China 27.57% -16.91% -20.19% 2.97% 12 99 Northwest 287,448,335. 206,860,118. 28.04% 6.42% 3.58% 1.98% China 94 69 Southwest 164,673,874. 114,716,453. 30.34% 20.00% 16.49% 2.10% China 58 05 219,417,606. 149,575,845. East China 31.83% 22.91% 19.53% 1.92% 86 53 South China 562,803,960. 281,142,770. 50.05% 15.45% 23.44% -3.24% 11 FIYTA Holdings Ltd. 2014 Semi-Annual Report 53 73 IV. Analysis on Core Competitiveness The Company’s core competitiveness is a collection of techniques and technologies which enable the Company to provide the customers with specific value and is the competitiveness which a series of products or services must rely on in process of taking a leading position. It consists of the ability of brand building, ability of high quality services, ability of product innovation, ability of knowledgement management and ability of management of strategic human resource. During the reporting period, the Company achieved great success in construction of the platform of science and technology and technology innovation. After over a decade’s unremitting efforts, the Company’s technology center was successfully certified as a national enterprise technology center in 2013 relying on its outstanding achievement in construction of the innovation mechanism, construction of the technology center platform, construction of the innovation environment and talent cultivation and technology R & D and achievements, etc. The Company’s science & technology project was awarded one second prize of the Award for Scientific and Technological Advancement of Guangdong Province; its stereoscopic reading watch was honorably awarded the Red Dot Design Award; during the first half year, the Company was authorized 3 patents for invention, 1 patent for utility models and 4 design patents; took lead or participated in preparation or amendment of 6 national standards and totally issued 9 industrial standards. V. Analysis on Investment Status 1. External Equity Investment (1) External Investment Inapplicable (2) Holding of the Equipty in Financial Enterprises Inapplicable (3) Investment in Securities Inapplicable 2. Entrusted Financing, Investment in Derivative Products and Entrusted Loan (1) Entrusted Financing Inapplicable (2) Investment in Derivatives Inapplicable 12 FIYTA Holdings Ltd. 2014 Semi-Annual Report (3) Entrusted Loan Inapplicable 3. Application of the Raised Capital (1) General Application of the Raised Capital In CNY 10,000 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 0 been changed in the reporting period Total raised capital whose application has 0 been changed accumulatively Proportion of the total raised capital whose application has been changed 0.00% accumulatively Note to Application of the Raised Capital rd The Company held the 33 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. Up to now, the Company has used up 13 FIYTA Holdings Ltd. 2014 Semi-Annual Report all the raised capital and no change has taken place in the application purpose of the raised capital. (2) Promised Projects with Raised Capital In CNY 10,000 Has Amount Investmen Date when Has the significant Total accumulati t progress the project Has the project Total Result change Promised investment promised Amount vely by the end has predicted been investmen realized in taken projects and investment investmen invested in invested of the reached operation changed t after the place in with the over-raised t with the report up to the report the result (including adjustmen reporting the capital raised period end of the period predicted been partial t (1) period feasibility capital report (3) = applicable reached? change) of the period (2) (2)/(1) status project? Investment projects as committed Repayment of bank loan No 30,000 30,000 30,000 30,000 100.00% 0 Yes No Replenishing the No 10,000 10,000 10,000 10,000 100.00% 0 Yes No working capital. Sub-total of investment -- 40,000 40,000 40,000 40,000 -- -- 0 -- -- projects as committed Investment with over-raised capital Inapplicable Sub-total of investment -- 0 0 0 0 -- -- -- -- with over-raised capital Total -- 40,000 40,000 40,000 40,000 -- -- 0 -- -- Amount of over-raised capital, application and Inapplicable progress of use Change of the implementation site of the Inapplicable projects invested with the raised capital Adjustment of the implementation method Inapplicable of the projects invested with the raised capital About the initial investment in the projects planned to be invested Inapplicable with the raised capital and the replacement 14 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 (3) Change of the Projects Invested with the Raised Capital Inapplicable (4) Projects Invested with the Raised Capital Inapplicable 4. Analysis on Principal Subsidiaries and Mutual Shareholding Companies Particulars about the Principal Subsidiaries and Mutual Shareholding Companies In CNY Leading Net assets Operating Company Sectors Registered Total assets, Turnover in Net profit (in Company type products and (CNY) profit (in Names engaged in capital in CNY CNY CNY) services CNY) Mainly engaged in sales of world Shenzhen famous Harmony brand watch, World 600,000,000( 2,206,248,99 691,348,975. 1,202,401,13 9,776,619. Subsidiary Retail including 8,185,892.09 Watches RMB) 0.27 92 1.71 14 purchase, Center Co., sales and Ltd. maintenance service of timepieces and parts Sales and repairing of watches and FIYTA Sales Subsidiary 50,000,000( 655,569,895. 62,017,094.2 389,459,088. 37,223,417 Retail spares and 26,455,502.46 Co., Ltd. RMB) 49 5 51 .08 parts and sales of jewelry and 15 FIYTA Holdings Ltd. 2014 Semi-Annual Report ornments Mainly engaged in production and sales of FIYTA watches, Shenzhen including FIYTA productin Sophisticate 10,000,000( 278,483,311. 78,342,853.4 215,400,134. 72,572,293 Subsidiary Manufacture and 62,388,478.94 d Timepieces RMB) 02 1 36 .63 maintenance Manufacture of clocks and Co., Ltd. watches, and driving units, spares and parts, sophisticated timepieces R & D, production and sales of watches, Shenzhen production, FIYTA machining, 10,000,000( 72,320,900.2 33,933,925.6 81,589,929.1 12,573,187 Technology Subsidiary Manufacture 11,529,953.23 sales and RMB) 7 5 3 .71 Development technology Co., Ltd. development of sophisticated parts. Mainly engaged in trade and FIYTA (Hong overseas 65,060,000( 379,084,989. 134,334,389. 68,195,453.8 3,589,603. Kong) Subsidiary Retail 2,375,979.95 market HKD) 15 18 9 26 Limited development of FIYTA watches Sales of Shenzhen clocks and Symphony watches and 5,000,000(R 26,299,186.8 -3,191,293.3 -601,988.8 Subsidiary Retail 4,610,931.48 -601,988.83 Trading Co., gifts and MB) 3 5 3 Ltd. consultation of relevant 16 FIYTA Holdings Ltd. 2014 Semi-Annual Report information and other domestic trading Shanghai Mutual Sales of Watch shareholding watches and 15,350,000( 103,188,229. 82,840,629.8 52,972,924.3 Manufacture 979,878.06 1,076,068.67 Industry Co., company spares and RMB) 94 9 3 Ltd. parts 5. Projects Invested with Funds not Raised through Share Offering Inapplicable VI. Prediction of the Operation Performances from January to September 2014 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 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 2013 Profit Distribution Plan was reviewed and approved at the 7th meeting of the Seventh Board of Directors held on February 27, 2014 and 2013 Annual General Meeting held on June 10, 2014. According to the plan, the Company took the share capital as at December 31, 2013 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 4, 2014. For more information, refer to the Announcement on the Resolution of the 8th Meeting of the Seventh Board of Directors No. 17 FIYTA Holdings Ltd. 2014 Semi-Annual Report 2014-008, Announcement on the Resolution of 2013 Annual General Meeting No. 2014-018 and the Announcement on the Implementation of the Equity Distribution of Year 2013 No. 2014-019. Special description of the cash dividend distribution policy Whether the plan complies with the Articles of Association Yes and resolution of the General Meeting: Whether the dividend distribution rate and proportion are Yes clear and definite: Whether the relevant decision making procedures and Yes mechanism are complete: Have the independent directors have done their duty and Yes brought their due role into full play: Have the minority shareholders fully expressed their opinions and been given the opportunity of fully Yes expressing their opinions and appeal and has their legal interests have been fully protected: Are any adjustment or alteration, conditions and procedures of the cash dividend policy in compliance or Inapplicable transparent: 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 Discussion topics and Reception Time Reception place Way of reception Types of Visitors Visitors received provision of materials Shangcheng Assets Management Co., Development trend of the Ltd., domestic luxury goods sector, Zhongzhao some measures concerning Investment the Company’s strategic Management Co., development, brand January 3, 2014 Company On-Site Survey Institution Ltd., China construction, channel Merchants Fund management in the past three Management Co., years. Provision of the Ltd., Sunshine & Company’s public brochures Fortuneguard Asset in 2014. Management Co., Ltd., and Minsheng 18 FIYTA Holdings Ltd. 2014 Semi-Annual Report Securities Co., Ltd. Huaxi Securities Co., Ltd., Greenwoods Assets Management Co., Ltd., Great Wall Securities Co., Ltd., Huashang Fund Management Co., Development trend of the Ltd., Guotai Junan domestic luxury goods sector, Securities Co., Ltd., some measures concerning UBS Securities Co., the Company’s strategic Ltd., IVY Assets development, brand March 7, 2014 Company On-Site Survey Institution Management Co., construction, channel Ltd., Soochow Asset management in the past three Management Co., years. Provision of the Ltd., Infore Capital Company’s public brochures Management Co., in 2014. Ltd., Guangzhou Guangheng Securities Research Institute Co., Ltd. and Haitong Securities Assets Management Co., Ltd. Shenzhen Jingliang Investment Management Co., Ltd., China Galaxy Securities Co., Ltd., Development trend of the Minsheng Securities domestic luxury goods sector, Co., Ltd., Rongtong some measures concerning Fund Management the Company’s strategic Co., Ltd., Guangdong development, brand New Value May 7, 2014 Company On-Site Survey Institution construction, channel Investment Co., Ltd., management in the past three China Southern Fund years. Provision of the Management Co., Company’s public brochures Ltd., First Capital in 2014. Securities Co., Ltd., Penghua Fund Management Co., Ltd., Shanghai Right Share Investment Management Co., 19 FIYTA Holdings Ltd. 2014 Semi-Annual Report Ltd. and Lion Fund Management Co., Ltd. Boshi Fund Management Co., Ltd., Fanglian Securities Co., Ltd., Shenzhen Yujin Investment Co., Ltd., China Investment Securities Co., Ltd., Venus Investment Management Co., Development trend of the Ltd., Bank of China domestic luxury goods sector, Fund Management some measures concerning Co., Ltd., Infore the Company’s strategic Capital Management development, brand Co., Ltd., Guotai May 15, 2014 Company On-Site Survey Institution construction, channel Junan Securities Co., management in the past three Ltd., Changjiang years. Provision of the Securities Co., Ltd., E Company’s public brochures Fund Management in 2014. Co., Ltd., Chinese Insurance Assets Management Co., Ltd., Dongguan Securities Co., Ltd., Pacific Assets Management Co., Ltd. and Shanghai Point Assets Management Co., Ltd. 20 FIYTA Holdings Ltd. 2014 Semi-Annual Report Section 5 Significant Events I. Overview of the Corporate Governance In year 2014, 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 21 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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. Note: In case there exists discrepancy between the practical conditions in the corporate governance and the requirements as specified in the PRC Company Law and the relevant regulations of China Securities Regulatory Commission, the Company should disclose the content of such difference and the rectification measures already taken in the reporting period the rectification status. Otherwise, please disclose that “there exists no discrepancy between the practical conditions in the corporate governance and the requirements as specified in the PRC Company Law and the relevant regulations of China Securities Regulatory Commission”. II. Major Lawsuits and Arbitration Affairs Inapplicable III. Media Query Inapplicable IV. Bankruptcy or Reorganization Related Events Inapplicable V. Asset Transactions 1. Acquisition of Assets Inapplicable 2. Sales of Assets Inapplicable 22 FIYTA Holdings Ltd. 2014 Semi-Annual Report 3. Enterprise Consolidation 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 Proportion Descriptio Principle of Amount of Way of Price of in the Similar Type of n of pricing of the related settlement Related Relationsh related amount of market Disclosure Disclosure related Related the related transaction for the Parties ip transaction the similar price date index parties Transactio transaction (in CNY related s transaction obtainable ns s 10,000) transaction s (%) Bank Administra Property http://www. CATIC Common Negotiated account March 1, tive managem 76.56 100.00% cninfo.com Property controller price transferen 2014 expenses ent fee .cn ce Bank Rainbow Shopping http://www. Common Sales Negotiated account March 1, Supermark mall 153.11 6.55% cninfo.com controller costs price transferen 2014 et expenses .cn ce Revenue Bank Rainbow http://www. Common from Sales of Negotiated account March 1, Supermark 3,985.83 2.43% cninfo.com controller principal goods price transferen 2014 et .cn business ce Revenue Bank http://www. Eventual from Sales of Negotiated account March 1, AVIC 65.03 0.04% cninfo.com controller principal goods price transferen 2014 .cn business ce Revenue Bank Shennan http://www. Common from Sales of Negotiated account March 1, Circuit Co., 1,500.6 0.91% cninfo.com controller principal goods price transferen 2014 Ltd. .cn business ce Revenue Bank CATIC http://www. Common from Property Negotiated account March 1, Real 75.44 1.76% cninfo.com controller principal lease price transferen 2014 Estate .cn business ce CATIC Common Revenue Property Negotiated 133.03 3.11% Bank March 1, http://www. 23 FIYTA Holdings Ltd. 2014 Semi-Annual Report Property controller from lease price account 2014 cninfo.com principal transferen .cn business ce Revenue Bank CATIC http://www. Common from Property Negotiated account March 1, Securities, 53.68 1.25% cninfo.com controller principal lease price transferen 2014 Co., Ltd. .cn business ce Shenzhen Revenue Bank CATIC City http://www. Common from Property Negotiated account March 1, Developm 1.12 0.03% cninfo.com controller principal lease price transferen 2014 ent Co., .cn business ce Ltd. Shenzhen Revenue Bank CATIC City http://www. Common from Property Negotiated account March 1, Developm 1.12 0.03% cninfo.com controller principal lease price transferen 2014 ent Co., .cn business ce Ltd. Shenzhen CATIC Guanlan Revenue Bank http://www. Real Common from Property Negotiated account March 1, 4.46 0.10% cninfo.com Estate controller principal lease price transferen 2014 .cn Developm business ce ent Co., Ltd. Shenzhen CATIC Revenue Bank Changtai http://www. Common from Property Negotiated account March 1, Investment 64.28 1.50% cninfo.com controller principal lease price transferen 2014 Developm .cn business ce ent Co., Ltd. Xi’an Revenue Bank http://www. Tianyue Common from Property Negotiated account March 1, 270.83 6.32% cninfo.com Hotel Co., controller principal lease price transferen 2014 .cn Ltd. business ce Revenue Bank Rainbow http://www. Common from Property Negotiated account March 1, Supermark 22.43 0.52% cninfo.com controller principal lease price transferen 2014 et .cn business ce Shenzhen Revenue Bank http://www. CATIC City Common from Property Negotiated account March 1, 4.5 0.11% cninfo.com Investment controller principal lease price transferen 2014 .cn Co., Ltd. business ce 24 FIYTA Holdings Ltd. 2014 Semi-Annual Report Shenzhen CATIC Revenue Bank Jiufang http://www. Common from Property Negotiated account March 1, Assets 18.18 0.42% cninfo.com controller principal lease price transferen 2014 Managem .cn business ce ent Co., Ltd. Shenzhen CATIC Revenue Bank http://www. Theme Common from Property Negotiated account March 1, 47.28 1.10% cninfo.com Real controller principal lease price transferen 2014 .cn Estate Co., business ce Ltd. China National Revenue Bank Aero-Tech http://www. Actual from Property Negotiated account March 1, nology 21.03 0.49% cninfo.com controller principal lease price transferen 2014 Corporatio .cn business ce n Shenzhen Ganzhou CATIC Bank Real http://www. Common Sales Property Negotiated account March 1, Estate 50.18 1.22% cninfo.com controller costs lease price transferen 2014 Developm .cn ce ent Co., Ltd. Chengdu CATIC Bank Real http://www. Common Sales Property Negotiated account March 1, Estate 40.5 0.99% cninfo.com controller costs lease price transferen 2014 Developm .cn ce ent Co., Ltd. Total -- -- 6,589.19 -- -- -- -- -- Details of large amount of sales returns Inapplicable Actual implementation of the routine related transactions incurred during the reporting Inapplicable period whose total amount had been predicted based on the categories (if any) Cause of bigger difference between the bargain Inapplicable price and the market reference price (if any) 25 FIYTA Holdings Ltd. 2014 Semi-Annual Report 2. Related transactions concerning assets acquisition/sales Inapplicable 3. Related Transitions of Joint Investments Inapplicable 4. Current Associated Rights of Credit and Liabilities Inapplicable Did there exist any non-operational related rights of credit and liabilities √ Yes □ No Does there Amount Types of exist Opening Causes of incurred in the Ending balance Related parties Relationship creditor’s right non-operation balance (in formation reporting period (in CNY10,000) and liabilities oriented fund CNY10,000) (in CNY10,000) occupancy? Amount due Common Trade Rainbow Supermarket from the related No 215.41 193.11 408.52 controller receivables party Amount due Eventual Trade AVIC from the related No 64.41 -1.33 63.08 controller receivables party Amount due Common Trade Shennan Circuit Co., Ltd. from the related No 1,788.43 62.14 1,850.57 controller receivables party CATIC Electronic Amount due Common Trade Measuring Instruments from the related No 29.74 -26.32 3.42 controller receivables Co., Ltd party Amount due Common Shopping mall Rainbow Supermarket from the related No 16.79 0.85 17.64 controller deposit party Amount due Xi’an Tianyue Hotel Co., Common from the related Rental No 175 25 200 Ltd. controller party Shenzhen CATIC Amount due Common Enterprise Group from the related Training fees No 1.14 13.86 15 controller Training Center party Chengdu CATIC Real Amount due Common Estate Development Co., from the related Rental deposit No 11.56 -1.51 10.05 controller Ltd. party Ganzhou CATIC Real Common Amount due Rental deposit No 12.27 0 12.27 26 FIYTA Holdings Ltd. 2014 Semi-Annual Report Estate Development Co., controller from the related Ltd. party Amount due Common CATIC Property from the related Rental No 0.67 -0.67 0 controller party CATIC Electronic Amount due to Common Measuring Instruments the related Trade payables No 4.55 -4.55 0 controller Co., Ltd party Amount due to Eventual AVIC the related Trade payables No 1.55 -1.55 0 controller party Shenzhen CATIC Amount due to Common Building Technology Co., the related Rental deposit No 0.82 0 0.82 controller Ltd. party Shenzhen CATIC Amount due to Common Nanguang Elevator the related Rental deposit No 0.34 0 0.34 controller Engineering Co., Ltd. party Amount due to Shenzhen CATIC City Common the related Rental deposit No 3.77 0 3.77 Investment Co., Ltd. controller party Amount due to CATIC Securities, Co., Common the related Rental deposit No 17.89 0 17.89 Ltd. controller party Amount due to Common CATIC Real Estate the related Rental deposit No 42.48 0 42.48 controller party Shenzhen CATIC Amount due to Common Changtai Investment the related Rental deposit No 22.17 0 22.17 controller Development Co., Ltd. party Amount due to Common Rainbow Supermarket the related Rental deposit No 6 0 6 controller party Shenzhen CATIC Jiufang Amount due to Common Assets Management Co., the related Rental deposit No 6.06 0 6.06 controller Ltd. party Chengdu CATIC Real Amount due to Common Estate Development Co., the related Rental deposit No 0.44 -0.44 0 controller Ltd. party Amount due to AVIC International Controlling the related Borrowing No 0 15,000 15,000 Holdings Limited shareholder party Influence of the related rights of credit and liabilities upon the Company’s operation Inapplicable results and financial position. 27 FIYTA Holdings Ltd. 2014 Semi-Annual Report 5. Other Material Related Transactions The 10th meeting of the Seventh Board of Directors held on May 23, 2014 reviewed and approved the Proposal on Application to the Controlling Shareholder for Loan. For the detail, refer to the Announcement on the Resolution of the 10th Meeting of the Seventh Board of Directors (2014-016) and the Announcement on the Related Transaction of Application to the Controlling Shareholder for Loan (2014-o17). Relevant inquiry with the Internet website for disclosing provisional report on material related transactions Description of the website for Description of provisional Date of disclosing disclosing provisional announcement provisional announcement announcements Announcement on the Related Transaction of Application to the May 23, 2014 www.cninfo.com.cn Controlling Shareholder for Loan (2014-o17). VIII. The Company’s fund occupied by its controlling shareholder or related party for non-operation purpose Inapplicable IX. Important Contracts and Implementation 1. Custody, Contacting and Leases (1) Custody Inapplicable (2) Contracts Inapplicable (3) Leases Inapplicable 2. Guarantees In CNY 10,000 Outward guarantees (excluding guarantee to the subsidiaries) Names of Gurantees Date of the Guarantee Date of Actual amount of Type of Guarantee Implement Guarantee 28 FIYTA Holdings Ltd. 2014 Semi-Annual Report announceme line occurrence (date guarantee guarantee period ation to related nt on the of agreement status party? guarantee execution) (Y/N) line Inapplicable Total amount of outward Total amount of outward guarantee 0 guarantee actually incurred in the 0 approved in the report period (A1) report period (A2) Total amount of outward guarantee Total ending balance of outward already approved at the end of the 0 guarantee at the end of the report 0 report period (A3) period (A4) Guarantees to the Subsidiaries Date of the Date of Guarantee announceme Implement Guarantee occurrence (date Actual amount of Type of Guarantee to related Names of Guarantees nt on the ation line of agreement guarantee guarantee period party? guarantee status execution) (Y/N) line Shenzhen Harmony Guarantee with February 27, December 30, World Watches Center 10,000 10,000 joint 1 year No No 2013 2013 Co., Ltd. responsibility Shenzhen Harmony Guarantee with February 27, February 25, World Watches Center 6,000 6,000 joint 1 year No No 2013 2014 Co., Ltd. responsibility Shenzhen Harmony Guarantee with February 27, World Watches Center 5,000 July 18, 2013 5,000 joint 1 year No No 2013 Co., Ltd. responsibility Shenzhen Harmony Guarantee with March 1, World Watches Center 5,000 June 13, 2014 5,000 joint 6 months No No 2014 Co., Ltd. responsibility Shenzhen Harmony Guarantee with February 27, February 27, World Watches Center 2,000 2,000 joint 1 year No No 2013 2014 Co., Ltd. responsibility Shenzhen Harmony Guarantee with March 1, World Watches Center 3,000 March 6, 2014 3,000 joint 6 months No No 2014 Co., Ltd. responsibility Shenzhen Harmony Guarantee with March 1, World Watches Center 5,000 May 9, 2014 3,000 joint 1 year No No 2014 Co., Ltd. responsibility Shenzhen Harmony Guarantee with March 1, World Watches Center 4,000 May 27, 2014 2,700 joint 1 year No No 2014 Co., Ltd. responsibility Guarantee with FIYTA (Hong Kong) February 27, 3,969.5 July 11, 2013 3,969.5 joint 3 years No No Limited 2013 responsibility 29 FIYTA Holdings Ltd. 2014 Semi-Annual Report Guarantee with FIYTA (Hong Kong) February 27, 3,969.5 August 5, 2013 3,969.5 joint 3 years No No Limited 2013 responsibility Guarantee with FIYTA (Hong Kong) February 27, 1,587.8 January 6, 2014 1,587.8 joint 3 years No No Limited 2013 responsibility Guarantee with FIYTA (Hong Kong) February 27, 793.9 January 27, 2014 793.9 joint 3 years No No Limited 2013 responsibility Guarantee with FIYTA (Hong Kong) March 1, 1,587.8 March 3, 2014 1,587.8 joint 3 years No No Limited 2014 responsibility Guarantee with FIYTA (Hong Kong) February 23, November 9, 2,381.7 2,381.7 joint 2 years No No Limited 2012 2012 responsibility Guarantee with FIYTA (Hong Kong) February 23, 1,587.8 October 5, 2012 1,587.8 joint 2 years No No Limited 2012 responsibility Total guarantee quota to the Total amount of guarantee to the subsidiaries approved in the reporting 100,000 subsidiaries actually incurred in 25,669.5 period (B1) the reporting period (B2) Total guarantee quota to the Total balance of actual guarantee subsidiaries approved at the end of 100,000 to the subsidiaries at the end of 52,578 the reporting period (B3) the reporting period (B4) The Company’s total guarantee (i.e. total of the first two main items) Total amount of guarantee Total guarantee quota approved in 100,000 actually incurred in the reporting 25,669.5 the reporting period (A1+B1) period (A2+B2) Total guarantee quota already Total balance of the actual approved at the end of the reporting 100,000 guarantee at the end of the 52,578 period (A3+B3) reporting period (A4+B4) Proportion of the actual guarantees in the Company’s net assets 33.12% (namely A4+B4) Including: Description of the possibility of bearing joint repayment liability due to Inapplicable undue guarantee Description of external guarantee against the specified procedures Inapplicable Description of the guarantee with complex method Inapplicable 30 FIYTA Holdings Ltd. 2014 Semi-Annual Report (1) Outward guarantee against the regulations Inapplicable 3. Other Important Contracts Inapplicable 4. Other Important Transactions Inapplicable X. The 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). Inapplicable XI. Engagement/Disengagement of CPAs Has the Semi-annual Financial Report been audited □ Yes √ No XII. Punishment and Rectification Inapplicable XIII. Disclosure of the Delisting Risk due to Breach of Law/Regulations Inapplicable XIV. Notes to Other Significant Events Inapplicable Section 6 Change of Shares and Particulars about Shareholders I. Change of Shares In Shares Before the change Increase / Decrease (+/ -) After the change 31 FIYTA Holdings Ltd. 2014 Semi-Annual Report Shares Proportion New Bonus converted Proportion Quantity Others Sub-total Quantity (%) issuing shares from (%) reserve I. Restricted shares 49,733 0.01% 0 0 0 0 0 49,733 0.01% 1. Shares held by the state 0 0.00% 0 0 0 0 0 0 0.00% 2、State corporate shares 0 0.00% 0 0 0 0 0 0 0.00% 3. Other domestic shares 49,733 0.01% 0 0 0 0 0 49,733 0.01% Including: Domestic corporate 0 0.00% 0 0 0 0 0 0 0.00% shares Shares held by domestic 49,733 0.01% 0 0 0 0 0 49,733 0.01% natural persons 4、Foreign invested shares 0 0.00% 0 0 0 0 0 0 0.00% Including: Foreign corporate 0 0.00% 0 0 0 0 0 0 0.00% shares Shares held by foreign 0 0.00% 0 0 0 0 0 0 0.00% natural persons 392,718,13 392,718,13 II. Unrestricted shares 99.99% 0 0 0 0 0 99.99% 7 7 311,070,13 311,070,13 1. CNY ordinary shares 79.20% 0 0 0 0 0 79.20% 7 7 2. Foreign invested shares 81,648,000 20.79% 0 0 0 0 0 81,648,000 20.79% listed in Mainland China 3、Foreign invested shares 0 0.00% 0 0 0 0 0 0 0.00% listed abroad 4. Others 0 0.00% 0 0 0 0 0 0 0.00% 392,767,87 392,767,87 III. Total shares 100.00% 0 0 0 0 0 100.00% 0 0 Cause of the change of shares Inapplicable Approval for the change of shares Inapplicable Transfer of the 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 ordinary 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 32 FIYTA Holdings Ltd. 2014 Semi-Annual Report regulatory authority for disclosing Inapplicable 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 Inapplicable II. Number of Shareholders and Shareholding In shares Total shareholders of preferred Total shareholders of ordinary shares (if any) whose voting power shares at the end of the reporting 27,068 0 has been recovered in the period reporting period (refer to Note 8) Shares held by the shareholder holding over 5% of the total shares or the top 10 shareholders Number Pledging or freezing Quantity at the Increase/ Number of the end of the decrease of the Shareholder’s Shareholding non-restr Nature reporting in the restricted Status of the Name proportion (%) icted Quantity period reporting shares shares shares period held held AVIC International State corporate 162,977, 41.49% 162,977,327 0 0 Holdings Limited shareholder 327 China Merchants -1,256,5 5,973,62 Securities (HK) Overseas corporate 1.52% 5,973,620 0 30 0 Co., Ltd. China Everbright Bank Limited by Share Ltd - UBS Domestic non-state 4,600,49 4,600,49 Investment 1.17% 4,600,496 0 corporate shareholder 6 6 Securities Investment Fund Industry Boom Hua An Fund – Minsheng Bank – Tianshou Domestic non-state 3,756,04 Investment 0.96% 3,756,047 400,000 0 corporate shareholder 7 Portfolio No. 1 Asset Management Plan 33 FIYTA Holdings Ltd. 2014 Semi-Annual Report Bank of Communications - Factoring Domestic non-state 3,599,88 3,599,88 0.92% 3,599,888 0 Securities corporate shareholder 8 8 Investment Fund Industry Boom GOLDEN CHINA 3,418,28 PLUS MASTER Overseas corporate 0.87% 3,418,284 - 0 4 FUND Essence International -1,030,0 3,103,20 Overseas corporate 0.79% 3,103,200 0 Securities (Hong 85 0 Kong) Limited GREENWOODS 2,442,70 2,666,29 CHINA ALPHA Overseas corporate 0.68% 2,666,297 0 7 7 MASTER FUND Domestic natural 2,053,26 Dai Wen 0.52% 2,053,268 814,168 0 person 8 Zhongrong International Trust Co., Ltd. – Zhongrong Golden Domestic non-state -2,337,9 2,000,00 Touch No. 11 0.51% 2,000,000 0 corporate shareholder 00 0 Securities Investment Portfolio Fund Trust Program About the fact that a strategic investor or ordinary corporate became one of the top Inapplicable ten shareholders due to placement of new shares (if any) (Refer to Note 3) Explanation on associated relationship or The Company has found neither affiliation among the aforesaid shareholders nor concerted actor as consistent action of the above specified in the Measures for Administration of Information on the Shareholder Equity Change of shareholders Listed Companies. Shareholding of top 10 shareholders of unrestricted shares Number of unrestricted shares held at the end of the Share type Shareholder’s Name reporting period Share type Quantity AVIC International Holdings Limited 162,977,327 A-shares 162,977,327 China Merchants Securities (HK) Co., Ltd. 5,973,620 B-shares 5,973,620 China Everbright Bank Limited by Share Ltd - UBS Investment Securities 4,600,496 A-shares 4,600,496 Investment Fund Industry Boom 34 FIYTA Holdings Ltd. 2014 Semi-Annual Report Hua An Fund – Minsheng Bank – Tianshou Investment Portfolio No. 1 Asset 3,756,047 A-shares 3,756,047 Management Plan Bank of Communications - Factoring 3,599,888 A-shares 3,599,888 Securities Investment Fund Industry Boom GOLDEN CHINA PLUS MASTER FUND 3,418,284 B-shares 3,418,284 Essence International Securities (Hong 3,103,200 B-shares 3,103,200 Kong) Limited GREENWOODS CHINA ALPHA MASTER 2,666,297 B-shares 2,666,297 FUND Dai Wen 2,053,268 A-shares 2,053,268 Zhongrong International Trust Co., Ltd. – Zhongrong Golden Touch No. 11 Securities 2,000,000 A-shares 2,000,000 Investment Portfolio Fund Trust Program Explanation to the associated relationship or consistent action among the top 10 The Company has found neither affiliation among the aforesaid shareholders nor concerted actor as shareholders of non-restricted negotiable specified in the Measures for Administration of Information on the Shareholder Equity Change of shares and that between the top 10 Listed Companies. shareholders of non-restricted negotiable shares and top 10 shareholders. Note to the top 10 shareholders involved in Inapplicable margin financing & securities lending (if any) (Refer to Note 4) Did the shareholders conduct agreed repurchase securities trading in the reporting period? No III. Change of the Controlling Shareholder or the Actual Controller Change of the controlling shareholder in the reporting period Inapplicable Change of the actual controller in the reporting period Inapplicable IV. Share Acquisition Plan Proposed or Implemented by the Company’s Shareholder and its Concerted Actor in the Reporting Period Inapplicable 35 FIYTA Holdings Ltd. 2014 Semi-Annual Report Section 7 About Preferred Shares I. Issuing and Listing of Preferred Shares in the Reporting Period Inapplicable II. Number of Shareholders of Preferred Shares and the Shareholding Inapplicable III. Repurchase or Conversion of Preferred Shares 1. Repurchase of Preferred Shares Inapplicable 2. Conversion of Preferred Shares Inapplicable IV. Recovery and Implementation of the Voting Power of Preferred Shares Inapplicable V. Accounting Policy Adopted for Preferred Shares and the Cause Inapplicable 36 FIYTA Holdings Ltd. 2014 Semi-Annual Report Section 8 Directors, Supervisors and Senior Executives I. Change in Shares Held by Directors, Supervisors and Senior Executives Number of Number of Number of restricted Number of Number of Number of restricted shares held shares shares shares shares held shares at the granted at Number of restricted acquired lessened at the end granted Office beginning of the shares granted at the Names Positions during the during the of the during the Status the beginning of end of the reporting reporting reporting reporting reporting reporting the period (share) period period period period period reporting (share) (share) (share) (share) (share) period (share) Lai Chairman Current Weixuan Xu Managing Current Dongsheng director Wang Director Current Mingchuan Huang Director Current Yongfeng Liu Aiyi Director Current Zhong Sijun Director Current Zhang Independen Current Hongguang t director Zhang Independen Current Shunwen t director Independen Wang Yan Current t director Chairman of the Sui Yong Current Supervisory Committee Tang Boxue Supervisor Current Chen Zhuo Supervisor Current Deputy GM & Chen Libin Current Secrectary of the Board Lu Deputy GM Current 66,311 0 0 66,311 0 0 0 Bingqiang 37 FIYTA Holdings Ltd. 2014 Semi-Annual Report Du Xi Deputy GM Current Lu Wanjun Deputy GM Current Chief Hu Xinglong Current accountant Total -- -- 66,311 0 0 66,311 0 0 0 II. Personnel Change of Directors, Supervisors and Supervisors Names Office Held Type Date Cause Applied for resigning the title of the Company’s director for the Wang Xiaohua Director Retired February 27, 2014 cause of job. In accordance with the relevant provisions of the PRC Company Law, the Corporate Governance Standards for Listed Companies, etc. and the Articles of Association of the Liu Aiyi Director Elected June 10, 2014 Company, reviewed and approved at 2013 Annual General Meeting, Mrl Liu Aiyi was elected a director of the Seventh Board of Directors In accordance with the relevant provisions of the PRC Company Law, the Corporate Governance Standards for Listed Companies, etc. and the Articles of Association of the Zhong Sijun Director Elected June 10, 2014 Company, reviewed and approved at 2013 Annual General Meeting, Mr. Zhong Sijun was elected a director of the Seventh Board of Directors In accordance with the relevant provisions of the PRC Company Law, the Corporate Governance Standards for Listed Companies, etc. and the Articles of Association of the Du Xi Deputy GM Appointed August 8, 2014 Company, reviewed and approved at 2013 Annual General Meeting, Mr. Du Xi was elected Deputy General Manager of the Company In accordance with the relevant provisions of the PRC Company Law, the Corporate Governance Standards for Listed Companies, etc. and the Articles of Association of the Lu Wanjun Deputy GM Appointed August 8, 2014 Company, reviewed and approved at 2013 Annual General Meeting, Mr. Lu Wanjun was elected Deputy General Manager of the Company In accordance with the relevant provisions of the PRC Company Law, the Corporate Governance Standards for Listed Companies, etc. and the Articles of Association of the Hu Xinglong Chief accountant Appointed August 8, 2014 Company, reviewed and approved at 2013 Annual General Meeting, Mr. Hu Xinglong was elected Chief Accountant of the Company Deputy GM & Applied for resigning Deputy GM & Chief accountant due to job Li Dehua Dismissed August 8, 2014 Chief accountant transfer Li Bei Deputy GM Dismissed August 8, 2014 Applied for resigning Deputy GM of the Company due to the 38 FIYTA Holdings Ltd. 2014 Semi-Annual Report age Applied for resigning Deputy GM of the Company due to the Fang Juan Deputy GM Dismissed August 8, 2014 age 39 FIYTA Holdings Ltd. 2014 Semi-Annual Report Section 9 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 159,843,756.99 107,663,110.74 Settlement Reserve Inter-bank lending Trading financial assets Notes receivable 18,942,659.00 7,100,000.00 Accounts receivable 429,298,599.75 324,457,339.19 Prepayments 30,242,553.26 43,487,613.07 Insurance premium receivable Reinsurance accounts receivable Accounts receivable reinsurance reserve Interest receivable Dividends receivable Other receivables 48,674,506.86 40,436,640.10 Buying and selling back financial assets Inventories 2,082,397,057.72 2,123,342,820.93 Non-current assets due within a year Other current assets 9,297,764.83 30,811,991.07 40 FIYTA Holdings Ltd. 2014 Semi-Annual Report Total current assets 2,778,696,898.41 2,677,299,515.10 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 42,818,376.91 43,322,940.12 investment Investment based real 230,663,811.82 235,235,684.76 estate Fixed assets 318,971,712.52 306,888,964.31 Construction-in-process 20,154,445.12 6,608,187.55 Engineering supplies Disposal of fixed assets Productive biological assets Oil and gas asset Intangible assets 35,842,463.18 36,168,611.72 Development expenses Goodwill Long-term expenses to 148,035,738.29 146,542,685.58 be apportioned Deferred income tax 82,867,259.34 74,159,134.29 asset Other non-current assets 31,500,000.00 32,476,867.85 Total non-current assets 910,853,807.18 881,403,076.18 Total assets 3,689,550,705.59 3,558,702,591.28 Current liabilities: Short-term borrowing 880,000,000.00 1,023,000,000.00 Borrowings from central bank Receipt of deposits and deposits from other banks Loans from other banks Trading financial liabilities Notes payable Accounts payable 194,912,347.73 222,347,620.47 Advance receipts 16,871,862.79 9,667,278.30 Funds from selling out 41 FIYTA Holdings Ltd. 2014 Semi-Annual Report and repurchasing financial assets Service charge and commission payable Salaries payable to the 17,350,357.36 31,173,812.15 employees Taxes payable 77,458,797.66 57,628,175.26 Interest payable 9,207,600.91 19,422,859.82 Dividends payable 39,276,787.00 Other payables 191,384,823.80 38,454,934.30 Reinsurance payable Insurance contract reserve Funds from securities trading agency Funds from underwriting securities agency Non-current liabilities due 39,695,000.00 39,310,000.00 within a year Other current liabilities 14,807,907.72 4,924,394.22 Total current liabilities 1,480,965,484.97 1,445,929,074.52 Non-Current Liabilities: Long term borrowings 218,121,283.35 173,274,950.01 Bonds payable 398,244,033.76 397,728,975.00 Long term accounts payable Special accounts payable Predicted liabilities Deferred income tax liability Other non-current 3,430,000.00 2,950,000.00 liabilities Total non-current liabilities 619,795,317.11 573,953,925.01 Total liabilities 2,100,760,802.08 2,019,882,999.53 Owners’ equity (or shareholders’ equity): Paid up capital (or capital 392,767,870.00 392,767,870.00 stock) Capital reserve 525,506,952.78 525,506,952.78 Less: shares in stock Special reserve Surplus reserve 156,714,094.20 156,714,094.20 Generic risk reserve 42 FIYTA Holdings Ltd. 2014 Semi-Annual Report Retained earnings 518,713,686.77 469,706,600.67 Foreign Currency Capital -6,004,641.42 -8,260,833.09 Total owner’s equity attributable to the parent 1,587,697,962.33 1,536,434,684.56 company Minority equity 1,091,941.18 2,384,907.19 Owners’ equity (or 1,588,789,903.51 1,538,819,591.75 shareholders’ equity) Total liabilities and owners’ 3,689,550,705.59 3,558,702,591.28 equity (or shareholders’ equity) Legal Representative: Lai Weixuan Chief Financial Officer: Hu Xinglong Manager of the Accounting Dept: Hu Xinglong 43 FIYTA Holdings Ltd. 2014 Semi-Annual Report 2. Balance Sheet, Parent Company Prepared by FIYTA Holdings Ltd. In CNY Items Ending balance Opening balance Current assets: Monetary fund 45,096,060.51 27,929,968.24 Trading financial assets Notes receivable Accounts receivable 219,193,039.81 239,193,039.81 Prepayments 282,000.00 Interest receivable Dividends receivable 98,601,444.91 Other receivables 1,275,388,416.75 1,337,631,334.01 Inventories Non-current assets due within a year Other current assets 308,119.88 Total current assets 1,638,560,961.98 1,605,062,461.94 Non-Current Assets: Available-for-sale financial assets Held –to-maturity investment Long-term accounts receivable Long-term equity 773,618,096.91 775,522,660.12 investment Investment based real 230,663,811.82 235,235,684.76 estate Fixed assets 119,185,181.82 108,094,045.84 Construction-in-process 20,154,445.12 6,608,187.55 Engineering supplies Disposal of fixed assets Productive biological assets Oil and gas asset Intangible assets 29,500,261.56 29,820,750.12 Development expenses Goodwill Long-term expenses to 4,865,607.53 5,679,969.47 44 FIYTA Holdings Ltd. 2014 Semi-Annual Report be apportioned Deferred income tax 775,806.46 775,806.46 asset Other non-current assets 10,976,867.85 Total non-current assets 1,178,763,211.22 1,172,713,972.17 Total assets 2,817,324,173.20 2,777,776,434.11 Current liabilities: Short-term borrowing 613,000,000.00 823,000,000.00 Trading financial liabilities Notes payable Accounts payable 1,423,712.81 1,273,442.81 Advance receipts 1,229,743.58 1,368,593.44 Salaries payable to the 2,091,034.69 5,700,000.00 employees Taxes payable 4,364,873.50 2,909,411.40 Interest payable 8,791,135.16 18,444,077.78 Dividends payable 39,276,787.00 Other payables 164,909,466.28 15,261,230.72 Non-current liabilities due within a year Other current liabilities Total current liabilities 835,086,753.02 867,956,756.15 Non-Current Liabilities: Long term borrowings 91,861,928.00 87,361,928.00 Bonds payable 398,244,033.76 397,728,975.00 Long term accounts payable Special accounts payable Predicted liabilities Deferred income tax liability Other non-current 3,430,000.00 2,950,000.00 liabilities Total non-current liabilities 493,535,961.76 488,040,903.00 Total liabilities 1,328,622,714.78 1,355,997,659.15 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 156,714,094.20 156,714,094.20 45 FIYTA Holdings Ltd. 2014 Semi-Annual Report Generic risk reserve Retained earnings 408,057,000.34 341,134,316.88 Foreign Currency Capital Owners’ equity (or 1,488,701,458.42 1,421,778,774.96 shareholders’ equity) Total liabilities and owners’ 2,817,324,173.20 2,777,776,434.11 equity (or shareholders’ equity) Legal Representative: Lai Weixuan Chief Financial Officer: Hu Xinglong Manager of the Accounting Dept: Hu Xinglong 46 FIYTA Holdings Ltd. 2014 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 1,642,614,790.97 1,508,353,766.86 Including: revenue 1,642,614,790.97 1,508,353,766.86 Interest income Earned premium Service charge and commission income II. Total operating cost 1,539,792,741.34 1,426,809,547.89 Including: operating costs 1,038,060,709.77 970,869,666.64 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 10,314,717.04 9,598,819.57 and surcharge Sales costs 349,761,320.39 315,335,871.86 Administrative 84,852,192.39 78,223,983.74 expenses Financial 54,196,678.49 47,823,408.80 expenses Loss from 2,607,123.26 4,957,797.28 impairment of assets Plus: Income from change of fair value (loss is stated with “-“) Investment -504,563.21 108,440.73 income (loss is stated with “-“) Including: return on investment in associates -504,563.21 108,440.73 and joint ventures 47 FIYTA Holdings Ltd. 2014 Semi-Annual Report Exchange income (loss expressed with “-“) III. Operating Profit (loss is 102,317,486.42 81,652,659.70 stated with “-“) Plus: Non-operating 3,189,982.57 1,561,438.20 income Less: Non-operating 550,640.88 246,186.21 expenses Including: Loss from disposal of non-current 31,046.62 27,315.73 assets IV. Total profit (total loss is 104,956,828.11 82,967,911.69 stated with “-“) Less: Income tax 16,573,527.31 13,755,185.77 expense V. Net Profit (net loss is stated 88,383,300.80 69,212,725.92 with “-“) Including: Net profit realized by the consolidatee realized before the consolidation Net profit attributable to 88,283,873.10 69,097,419.87 the parent company’s owner Minority shareholders’ 99,427.70 115,306.05 gain/loss VI. Earnings per share: -- -- (I) Basic earnings per 0.225 0.176 share (II) Diluted earnings per 0.225 0.176 share VII. Other comprehensive 2,263,797.96 -3,563,383.18 income VIII. Total comprehensive 90,647,098.76 65,649,342.74 income Total comprehensive income attributable to the 90,540,064.77 65,548,759.81 owner of the parent company Total comprehensive income attributable to minority 107,033.99 100,582.93 shareholders Legal Representative: Lai Weixuan Chief Financial Officer: Hu Xinglong Manager of the Accounting Dept: Hu Xinglong 48 FIYTA Holdings Ltd. 2014 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 42,966,203.07 44,773,085.81 Less: Business costs 6,497,016.07 6,806,000.42 Business taxes and 2,436,791.95 3,026,540.05 surcharge Sales costs 0.00 3,846,026.66 Administrative 22,657,408.82 21,162,716.18 expenses Financial expenses 1,435,963.14 460,822.78 Loss from -4,394.68 210,607.55 impairment of assets Plus: Income from change of fair value (loss is 0.00 0.00 stated with “-“) Investment income 98,096,881.70 75,079,918.87 (loss is stated with “-“) Including: return on investment in associates and -504,563.21 108,440.73 joint ventures II. Operating Profit (loss is 108,040,299.47 84,340,291.04 stated with “-“) Plus: Non-operating 861,031.28 1,000,834.62 income Less: Non-operating 150,000.00 180,000.00 expenses Including: Loss from 0.00 0.00 disposal of non-current assets III. Total profit (total loss is 108,751,330.75 85,161,125.66 stated with “-“) Less: Income tax 2,551,860.29 2,397,616.45 expense IV. Net Profit (net loss is stated 106,199,470.46 82,763,509.21 with “-“) V. Earnings per share -- -- (I) Basic earnings per 0.270 0.211 share (II) Diluted earnings per 0.270 0.211 49 FIYTA Holdings Ltd. 2014 Semi-Annual Report share VI. Other comprehensive 0.00 0.00 income VII. Total comprehensive 106,199,470.46 82,763,509.21 income Legal Representative: Lai Weixuan Chief Financial Officer: Hu Xinglong Manager of the Accounting Dept: Hu Xinglong 50 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 1,780,633,526.09 1,653,001,232.85 of goods and supply of labor Net increase of customers’ deposit and due from banks Net increase of borrowings from the central bank Net increase of borrowings from other financial institutions Cash received from former insurance contract premium Net cash received from reinsurance business Net increase of insurance reserve and investment Net increase from disposal of transactional financial asset Cash received from interest, service charge and commission Net increase of borrowings Net increase of fund from repurchases Rebated taxes received 0.00 0.00 Other operation activity 15,296,054.99 18,388,403.90 related cash receipts Subtotal of cash flow in from 1,795,929,581.08 1,671,389,636.75 operating activity Cash paid for purchase of 1,177,579,276.03 1,104,945,928.41 51 FIYTA Holdings Ltd. 2014 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 223,473,612.75 197,357,609.04 Taxes paid 96,337,099.02 87,867,910.11 Other business related 160,540,913.89 147,223,388.62 cash payments Subtotal of cash flow out from 1,657,930,901.69 1,537,394,836.18 operating activity Net cash flow arising from 137,998,679.39 133,994,800.57 operating activities II. Cash flows arising from investment activities: Cash received from 0.00 0.00 recovery of investment Cash received from 0.00 0.00 investment income Net amount of cash received from disposal of fixed 1,581.04 681,262.51 assets, intangible assets and other long term assets Net cash received from disposal of subsidiaries and 0.00 0.00 other operating units Other investment related 0.00 0.00 cash receipts Subtotal of cash flow in from 1,581.04 681,262.51 investment activity Cash paid for construction/purchase of fixed 77,189,659.42 58,489,580.79 assets, intangible assets and other long term assets Cash paid for investment 0.00 0.00 52 FIYTA Holdings Ltd. 2014 Semi-Annual Report Net increase of hypothecated loans Net cash received from payment by subsidiaries and 0.00 0.00 other operating units Other investment related 0.00 0.00 cash payments Subtotal of cash flow out from 77,189,659.42 58,489,580.79 investment activity Net cash flow arising from -77,188,078.38 -57,808,318.28 investment activities III. Cash flows arising from fund raising activities: Cash received from 0.00 0.00 absorption of investment Incl.: Cash received from subsidiaries’ absorption of 0.00 0.00 minority shareholders’ investment Cash received from 841,502,500.00 510,892,441.63 borrowings Cash received from bond issuing Other fund-raising related 0.00 0.00 cash receipts Subtotal of cash flow in from 841,502,500.00 510,892,441.63 fund raising activity Cash paid for liabilities 790,751,192.02 605,167,616.01 repayment Cash paid for dividend/profit distribution or 57,371,716.58 25,666,632.98 repayment of interest Including: Dividend and profit paid by subsidiaries to 0.00 0.00 minority shareholders Other fund-raising related 2,295,383.00 502,986.00 cash payments Subtotal of cash flow out from 850,418,291.60 631,337,234.99 fund raising activity Net cash flow arising from -8,915,791.60 -120,444,793.36 fund-raising activities IV. Influence from change of exchange rate upon cash and 285,836.84 -672,558.62 cash equivalents 53 FIYTA Holdings Ltd. 2014 Semi-Annual Report V. Net increase of cash and 52,180,646.25 -44,930,869.69 cash equivalents Plus: Opening balance of 107,663,110.74 140,420,994.71 cash and cash equivalents VI. Ending balance of cash and 159,843,756.99 95,490,125.02 cash equivalents Legal Representative: Lai Weixuan Chief Financial Officer: Hu Xinglong Manager of the Accounting Dept: Hu Xinglong 54 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 62,443,531.63 45,381,348.64 of goods and supply of labor Rebated taxes received Other operation activity 107,338,821.67 113,856,708.91 related cash receipts Subtotal of cash flow in from 169,782,353.30 159,238,057.55 operating activity Cash paid for purchase of goods and reception of labor services Cash paid to and for staff 24,629,959.54 21,485,348.55 Taxes paid 4,370,657.08 9,100,088.39 Other business related 6,191,101.05 289,779,618.43 cash payments Subtotal of cash flow out from 35,191,717.67 320,365,055.37 operating activity Net cash flow arising from 134,590,635.63 -161,126,997.82 operating activities II. Cash flows arising from investment activities: Cash received from 1,400,000.00 recovery of investment Cash received from investment income Net amount of cash received from disposal of fixed 672,000.00 assets, intangible assets and other long term assets Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts 55 FIYTA Holdings Ltd. 2014 Semi-Annual Report Subtotal of cash flow in from 1,400,000.00 672,000.00 investment activity Cash paid for construction/purchase of fixed 15,746,936.23 2,795,509.98 assets, intangible assets and other long term assets Cash paid for investment Net cash received from payment by subsidiaries and other operating units Other investment related cash payments Subtotal of cash flow out from 15,746,936.23 2,795,509.98 investment activity Net cash flow arising from -14,346,936.23 -2,123,509.98 investment activities III. Cash flows arising from fund raising activities: Cash received from absorption of investment Cash received from 485,000,000.00 446,900,000.00 borrowings Cash received from bond issuing Other fund-raising related cash receipts Subtotal of cash flow in from 485,000,000.00 446,900,000.00 fund raising activity Cash paid for liabilities 540,500,000.00 289,800,000.00 repayment Cash paid for dividend/profit distribution or 46,682,224.13 12,877,937.77 repayment of interest Other fund-raising related 895,383.00 502,986.00 cash payments Subtotal of cash flow out from 588,077,607.13 303,180,923.77 fund raising activity Net cash flow arising from -103,077,607.13 143,719,076.23 fund-raising activities IV. Influence from change of exchange rate upon cash and cash equivalents V. Net increase of cash and 17,166,092.27 -19,531,431.57 cash equivalents 56 FIYTA Holdings Ltd. 2014 Semi-Annual Report Plus: Opening balance of 27,929,968.24 51,372,778.02 cash and cash equivalents VI. Ending balance of cash and 45,096,060.51 31,841,346.45 cash equivalents Legal Representative: Lai Weixuan Chief Financial Officer: Hu Xinglong Manager of the Accounting Dept: Hu Xinglong 57 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 Owner’s equity attributable to the parent company Paid up Total Items capital Less: Generic Minority Capital Special Surplus Retained owners’ (or shares in risk Others equity reserve reserve reserve earnings equity capital stock reserve stock) I. Ending balance of the previous 392,767, 525,506, 156,714, 469,706, -8,260,8 2,384,907. 1,538,819,5 year 870.00 952.78 094.20 600.67 33.09 19 91.75 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the report 392,767, 525,506, 156,714, 469,706, -8,260,8 2,384,907. 1,538,819,5 year 870.00 952.78 094.20 600.67 33.09 19 91.75 III. Decrease/increase of the report 49,007,0 2,256,19 -1,292,966. 49,970,311. year (decrease is stated with “-“) 86.10 1.67 01 76 88,283,8 88,383,300. (I) Net profit 99,427.70 73.10 80 2,256,19 2,263,797.9 (II) Other comprehensive income 7,606.29 1.67 6 88,283,8 2,256,19 90,647,098. Subtotal of the above (I) and (II) 107,033.99 73.10 1.67 76 (III) Owners’ input and decrease of -1,400,000. -1,400,000. capital 00 00 -1,400,000. -1,400,000. 1. Capital invested by the owners 00 00 2. Amount of payment for shares charged to owners’ equity 3. Others -39,276, -39,276,787 (IV) Profit distribution 787.00 .00 1. Provision of surplus reserve 2. Provision of general risk reserve 3. Distribution to the owners (or -39,276, -39,276,787 58 FIYTA Holdings Ltd. 2014 Semi-Annual Report shareholders) 787.00 .00 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, 525,506, 156,714, 518,713, -6,004,6 1,091,941. 1,588,789,9 period 870.00 952.78 094.20 686.77 41.42 18 03.51 Amount of Previous Year In CNY Amount of Previous Year Owner’s equity attributable to the parent company Paid up Total Items capital Less: Generic Minority Capital Special Surplus Retained owners’ (or shares in risk Others equity reserve reserve reserve earnings equity capital stock reserve stock) I. Ending balance of the previous 392,767, 525,506, 148,587, 386,984, -7,169,5 2,407,597. 1,449,085,2 year 870.00 952.78 680.61 676.78 55.04 94 23.07 Plus: Retroactive adjustment arising from consolidation of the enterprises under common control Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the report 392,767, 525,506, 148,587, 386,984, -7,169,5 2,407,597. 1,449,085,2 year 870.00 952.78 680.61 676.78 55.04 94 23.07 III. Decrease/increase of the report 8,126,41 82,721,9 -1,091,2 89,734,368. -22,690.75 year (decrease is stated with “-“) 3.59 23.89 78.05 68 130,125, 130,125,019 (I) Net profit -104.67 124.48 .81 (II) Other comprehensive income -1,091,2 -22,586.08 -1,113,864.1 59 FIYTA Holdings Ltd. 2014 Semi-Annual Report 78.05 3 130,125, -1,091,2 129,011,155 Subtotal of the above (I) and (II) -22,690.75 124.48 78.05 .68 (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 8,126,41 -47,403, -39,276,787 (IV) Profit distribution 3.59 200.59 .00 8,126,41 -8,126,4 1. Provision of surplus reserve 3.59 13.59 2. Provision of general risk reserve 3. Distribution to the owners (or -39,276, -39,276,787 shareholders) 787.00 .00 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, 525,506, 156,714, 469,706, -8,260,8 2,384,907. 1,538,819,5 period 870.00 952.78 094.20 600.67 33.09 19 91.75 Legal Representative: Lai Weixuan Chief Financial Officer: Hu Xinglong Manager of the Accounting Dept: Hu Xinglong 60 FIYTA Holdings Ltd. 2014 Semi-Annual Report 8. 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: Total Items capital (or Capital Special Surplus Generic risk Retained shares in owners’ capital reserve reserve reserve reserve earnings stock equity stock) I. Ending balance of the previous 392,767,87 531,162,49 156,714,09 341,134,31 1,421,778,7 year 0.00 3.88 4.20 6.88 74.96 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the report 392,767,87 531,162,49 156,714,09 341,134,31 1,421,778,7 year 0.00 3.88 4.20 6.88 74.96 III. Decrease/increase of the report 66,922,683. 66,922,683. year (decrease is stated with “-“) 46 46 106,199,47 106,199,470 (I) Net profit 0.46 .46 (II) Other comprehensive income 106,199,47 106,199,470 Subtotal of the above (I) and (II) 0.46 .46 (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 -39,276,787 -39,276,787 (IV) Profit distribution .00 .00 1. Provision of surplus reserve 2. Provision of general risk reserve 3. Distribution to the owners (or -39,276,787 -39,276,787 shareholders) .00 .00 4. Others (V) Internal carry-forward of owners’ 61 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 392,767,87 531,162,49 156,714,09 408,057,00 1,488,701,4 period 0.00 3.88 4.20 0.34 58.42 Amount of Previous Year In CNY Amount of Previous Year Paid up Less: Total Items capital (or Capital Special Surplus Generic risk Retained shares in owners’ capital reserve reserve reserve reserve earnings stock equity stock) I. Ending balance of the previous 392,767,87 531,162,49 148,587,68 307,273,38 1,379,791,4 year 0.00 3.88 0.61 1.61 26.10 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of the report 392,767,87 531,162,49 148,587,68 307,273,38 1,379,791,4 year 0.00 3.88 0.61 1.61 26.10 III. Decrease/increase of the report 8,126,413.5 33,860,935. 41,987,348. year (decrease is stated with “-“) 9 27 86 81,264,135. 81,264,135. (I) Net profit 86 86 (II) Other comprehensive income 81,264,135. 81,264,135. Subtotal of the above (I) and (II) 86 86 (III) Owners’ input and decrease of capital 1. Capital invested by the owners 2. Amount of payment for shares charged to owners’ equity 62 FIYTA Holdings Ltd. 2014 Semi-Annual Report 3. Others 8,126,413.5 -47,403,200 -39,276,787 (IV) Profit distribution 9 .59 .00 8,126,413.5 -8,126,413. 1. Provision of surplus reserve 9 59 2. Provision of general risk reserve 3. Distribution to the owners (or -39,276,787 -39,276,787 shareholders) .00 .00 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 392,767,87 531,162,49 156,714,09 341,134,31 1,421,778,7 period 0.00 3.88 4.20 6.88 74.96 Legal Representative: Lai Weixuan Chief Financial Officer: Hu Xinglong Manager of the Accounting Dept: Hu Xinglong 63 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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. Ended June 30, 2014, the Company accumulatively issued total capital stock of 392,767,870 shares. The principal business activities of the Company and its subsidiaries (collectively the Group) 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 AVIC International Holdings Limited 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 financial statements were approved by the Board of Directors of the Company for issuing on August 22, 2014. 64 FIYTA Holdings Ltd. 2014 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, 2014 and such information as its operation results and cash flow of the first half year of 2014. 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. Accounting Period 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 June 30 of a year. 4. Functional currency for bookkeeping Renminbi 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 65 FIYTA Holdings Ltd. 2014 Semi-Annual Report its premises is located, the other overseas subsidiaries, including Harmony World Watches International Limited (World Watch International), one of the subsidiaries of Shenzhen 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 66 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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. 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 Offsettable 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 Offsettable 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. Specific Accounting Policy for Disposal of Equity in Steps Up to Loss of the Control Power (1) Principle for judging “One-Package Transaction”. Inapplicable (2) Method for accounting treatment of the “One-Package Transaction” Inapplicable (3) Method for accounting treatment of Non “One-Package Transaction” Inapplicable 7. 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 67 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 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 68 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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”. 8. 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. 9. 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 difference 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 69 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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. 10. Financial instruments (1) Classification of Financial Instruments Classification of financial assets 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 70 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 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. 71 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 recorded 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. (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 72 FIYTA Holdings Ltd. 2014 Semi-Annual Report Inapplicable (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 11. 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 CNY 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 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 73 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 Provision proportion of other accounts receivable (%) receivables (%) Within 1 year (including 1 year, 5 5 the 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 Provision proportion of other accounts receivable (%) receivables (%) Grouping of specific accounts - - 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 74 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 unable 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 amount exceeding CNY 800,000.00 and Criteria for basis or amount for judging significant other receivable with single amount exceeding single amount CNY 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 Method for provision of reserve for bad debt with credit risk characteristics. The accounts receivable significant single amount on individual basis. 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 proding bad debt Grouping Description Basis for determining grouping reserve based on grouping Grouping based on the Age Analysis Length of the accounting age accounting age Grouping of the Other methods The Company does not provide reserve for bad 75 FIYTA Holdings Ltd. 2014 Semi-Annual Report designated accounts 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. In the grouping, age analysis is used for provision of reserve for bad debts: Provision proportion of the Provision proportion of other receivables Age accounts receivable (%) (%) Within 1 year (including 1 5.00% 5.00% year) 1 to 2 years 10.00% 10.00% 2 to 3 years 30.00% 30.00% Over 3 years 50.00% 50.00% 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 Grouping of the designated accounts of 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 present value of Reason of providing reserve for future cash flow lower than the book value and reserve for bad bad debt on individual basis 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. 12. Inventories (1) Classification Inventories mainly include raw materials, goods in process, commodity stocks, etc. 76 FIYTA Holdings Ltd. 2014 Semi-Annual Report (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 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. 77 FIYTA Holdings Ltd. 2014 Semi-Annual Report (4) Inventory System The stock-taking system for inventories is perpetual inventory system. (5) Amortization of low-value consumption goods and packing materials Low-value consumption goods Amortization method: One-off write-off method. Packing materials Amortization method: One-off write-off method. 13. 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 equity 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. (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 78 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 commencing from the date of purchase (or date of consolidation) based 79 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 80 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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. 14. 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. 15. 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. 81 FIYTA Holdings Ltd. 2014 Semi-Annual Report (2) Recognition basis and pricing method for the fixed assets rented on financing basis Inapplicable (3) Depreciation of Different Fixed Assets Fixed assets are initially measured based on the costs with the influence from the predicted discarding expenses taken into consideration. Commencing from the next month after a fixed asset has reached the predicted usable status, the average service life method is used to provide depreciation within the service life. 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 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 Annual depreciation rate Categories Residual ratio (%) (years) (%) Housing and buildings 20-35 5.00% 2.7-4.8 Machines & equipment 10 5.00%-10.00% 9-9.5 Electronic equipment 5 5.00% 19 Motor vehicles 5 5.00% 19 Other equipment 5 5.00% 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 82 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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. 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. 16. 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 83 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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. 17. 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 The Group starts capitalization of the loan expenses when all the following conditions have been satisfied: ① Asset expenditure has incurred. Asset expenditure includes the cash paid for purchase/construction or production of an asset, transfer of a non-cash asset or expense incurred in formation of an interest-bearing liability which all comply with the conditions for capitalization. ② Borrowing expenses have already incurred; ③ the purchase or production activity necessary for the asset to reach the predicted usable or sellable status have already started. (3) Capitalization suspension period The Group suspends the capitalization of loan expenses when an asset in compliance with the conditions for capitalization has experienced abnormal interruption in process of purchase/construction or production while the interruption exceeds three months. The loan expenses incurred during the 84 FIYTA Holdings Ltd. 2014 Semi-Annual Report suspension period is recognized as the cost and counted to the current gain and loss until the purchase/construction or production activity restarts. (4) Calculation of the amount of loan expense capitalized The Group determines the capitalization amount according to the following provisions for the interest of each fiscal period (including discount or amortization of premium): ① For the special purpose loan for purchase/construction or production of an asset which satisfies the capitalization conditions, the amount is determined with the interest expense of the special loan actually incurred during the very period less the interest income of the unused part of the loan deposited with bank as received or the return on investment earned from the provisional investment with the unused part of the loan. A special purpose loan refers to a loan borrowed exclusively for purchase/construction or production of an asset which satisfies the capitalization conditions. ② In case a general loan has been occupied for purchase/construction or production of an asset which satisfies the capitalization conditions, the interest amount of the general loan which should be capitalized is determined based on the weighted average of the asset expenditure for the amount of the accumulative asset expenditure exceeding the part of the special purpose loan multiplied by the capitalization rate of a general loan as occupied. The capitalization rate should be determined according to the weighted average interest rate of a general loan. Capitalization duration refers to the period from the time point of starting capitalization of loan expense to the time point of ending the capitalization with the duration of suspension of the capitalization of loan expense exclusive. 18. Biological assets Inapplicable 19. Oil and gas assets Inapplicable 20. 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 85 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 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. 86 FIYTA Holdings Ltd. 2014 Semi-Annual Report (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. (3) For an intangible asset originated from the contractual rights or other legal rights, its service life does not exceed the time limit of the contractual rights or other legal rights; if the contractual rights or other legal rights can be extended due to renewal of the contract upon expiry while there is evidence showing that contract renewal for the enterprise does not need payment of big costs, the contract renewal period should be counted to the service life. In case there is no service life specified in the contract or any law, relevant experts should be engaged for verification with consideration of various conditions in a comprehensive way, or it is necessary to make comparison with the conditions of the enterprises of the same industry; and determine the time limit of the intangible asset which may bring about future economy to the Company. Basis for judgment of intangible assets with indefinite service life The Group regards an intangible asset unforeseeable to bring about future economic benefit to the Company in future as an intangible assert 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 87 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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; 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. 21. 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. 88 FIYTA Holdings Ltd. 2014 Semi-Annual Report 22. Assignment of the assets with buy-back conditions Inapplicable 23. 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. 24. Share payment and equity instrument (1) Types of share payment Inapplicable (2) Determination of the fair value of equity instrument Inapplicable (3) Basis for determining the best estimate of executable equity instrument Inapplicable (4) Accounting treatment in connection with implementation, amendment and/or termination of a share payment plan Inapplicable 89 FIYTA Holdings Ltd. 2014 Semi-Annual Report 25. Repurchasing the Company’s shares Inapplicable 26. 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 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 90 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 The Group determines the contract completion progress according to the following provisions: ① proportion of the contract cost actually incurred accumulatively in the total predicted costs of the contract; ② proportion of the contract work volume completed already in the total predicted work volume of the contract; ③ when it is impossible to determine the contract completion progress according to the aforesaid two ways, a professional should be engaged for scientific determination on site to determine the actual completion progress. 27. Government subsidy (1) Types Government subsidy refers to monetary asset or non-monetary asst obtained from the government free of charge but does not include the capital invested by the government as the 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 Policy 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. 91 FIYTA Holdings Ltd. 2014 Semi-Annual Report 28. Deferred income tax asset and deferred income tax liability (1) Basis for recognition of deferred income tax assets For the Offsettable 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 Offsettable 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 Offsettable provisional difference within the limit of the taxable income amount which can be used to offset the Offsettable provisional difference. For the Offsettable 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 Offsettable 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 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 92 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 Inapplicable (3) Accounting process for sale and leaseback Inapplicable 30. Assets for sale held by the Company (1) Criteria for recognizing the assets held for sale Inapplicable (2) Accounting process for the assets held for sale Inapplicable 31. Asset securitization business Inapplicable 32. Hedging Accounting Inapplicable 93 FIYTA Holdings Ltd. 2014 Semi-Annual Report 33. Change in the Principal Accounting Policy and Accounting Estimates Inapplicable (1) Change of the accounting policy Inapplicable (2) Change of the accounting estimates Inapplicable 34. Correction of previous accounting errors Inapplicable 35. 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 experience 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. 94 FIYTA Holdings Ltd. 2014 Semi-Annual Report (2) Provision for price falling of famous brand watches 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 salability 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 proper discount rate is chosen to determine the present value of future cash 95 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 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 96 FIYTA Holdings Ltd. 2014 Semi-Annual Report The Company and its domestic subsidiaries are general VAT payers and the taxable VAT is Value-added tax 17% the balance of the current output VAT less the Offsettable input VAT. For the imported or self-made high-grade watches, the Company and its domestic Consumption tax 20% subsidiaries pay consumption tax based on 20% of the taxation base. The Company and its subsidiaries pay business tax for the housing rental income, Business tax income from offering labor 5% service and the income from use of the assigned assets at rate of 5% Urban maintenance and construction 7% of the turnover tax actually 7% tax paid Enterprise income tax Taxable amount of income 15%-30% The educational surtax is based on 3% of the turnover tax actually paid; the local Educational surtax and local educational surcharges is 2% and 3% educational surcharges based on 2% of the turnover tax actually paid. 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 property tax for its property 1.2% 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 97 FIYTA Holdings Ltd. 2014 Semi-Annual Report The Company and its Subsidiaries Income tax Income tax rate of the current rate of the year previous year The Company (Note①②⑤) 25% 25% HARMONY (Note①⑤) 25% 25% Shenzhen FIYTA Sophisticated Timepieces 15% 15% Manufacture Co., Ltd.(FIYTA Manufacture.)(Note②③) FIYTA Hong Kong Limited (Note④) 16.5% 16.5% 68-Station Limited(Note④) 16.5% 16.5% LIANGYA(Note④) 16.5% 16.5% BAODING(Note④) 16.5% 16.5% World Watches International(Note④) 16.5% 16.5% Shenzhen FIYTA Technology Development Co., Ltd. 15% 25% (FIYTA Technology)(Note②③) Shenzhen Symphony Trading Co., Ltd.(Trading Co.) 25% 25% (Note⑤) Beijing Henglianda Timepieces Co., Ltd.(Henglianda) 25% 25% (Note⑤) Kunming Lishan Department Store Co., Ltd. (Lishan 25% 25% Department Store) (Note⑤) Harbin World Watches Distribution Co., Ltd. (Harbin 25% 25% Co. ) (Note⑤) Shenzhen Harmony Culture Communication Co., Ltd. 25% 25% (Culture Co.) (Note⑤) Emile Chouriet (Shenzhen) Co., Ltd.(Emile Chouriet 25% 25% Shenzhen) (Note⑤) FIYTA Sales Co., Ltd.(FIYTA Sales)(Note①⑤) 25% 25% Liaoning Hengdarui Commercial & Trade Co., Ltd. 25% 25% (Hengdarui)(Note⑤) The Swiss Company(Note⑥) 30% 30% 2. Preferential Tax Policies and Approval Documents Note①: 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 head office make final settlement for another 50% with 98 FIYTA Holdings Ltd. 2014 Semi-Annual Report Shenzhen Municipal Office of SAT; Note②: 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 FIYTA Manufacture’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. Note③: 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; Note④: Such companies are registered in Hong Kong and apply the profit tax in Hong Kong with applicable tax rate of 16.50%; Note⑤: 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%; Note⑥: 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 VI. Enterprise Consolidation and Consolidated Financial Statements 1. About subsidiaries (1) Subsidiaries acquired by means of establishment or investment In CNY Actual Balance of Amount in Balance Are the investment other items Shareholdin Proportion of Minority the minority of the Subsidiary Place of Business Registered Business statements at the end of which g proportion voting power shareholder shareholder owner’s type Registration type Capital Scope consolidated the reporting substantially (%) (%) s’ equity s’ equity equity of the (Y/N) period composes used for parent 99 FIYTA Holdings Ltd. 2014 Semi-Annual Report net offsetting company investment minority offsetting the in the shareholder loss shared subsidiary s’ gain and by minority loss shareholder s in the reporting period exceeding the share enjoyed in the owner’s equity at year beginning Purchase and sales of watches and Controlled 600,000,000 601,307,200 HARMONY Shenzhen Commerce spares and 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock .00(CNY) .00 parts, repairing service Producing various watches and movements, FIYTA Controlled 10,000,000. spares and 10,000,000. Manufacture Shenzhen Manufacture 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock 00(CNY) parts, 00 . sophisticate d watches and repair service FIYTA Hong Controlled 65,060,000. Trade and 55,367,520. Kong Hong Kong Commerce 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock 00(HKD) investment 00 Limited Sales of 68-Station Controlled 7,800,000.0 watches, 4,107,924.0 1,091,941.1 Hong Kong Commerce 0.00 60.00% 60.00% Yes 0.00 0.00 Limited by stock 0(HKD) domestic 0 8 trade Purchase Controlled 500,000.00( and sales of Harbin Co. Harbin Commerce 500,000.00 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock CNY) watches and parts; 100 FIYTA Holdings Ltd. 2014 Semi-Annual Report watches repairing. sales of watches and Controlled 30,000,000. 31,300,000. Henglianda Beijing Commerce components 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock 00(CNY) 00 , repairing services R & D, production and sales of watches, production, FIYTA Controlled 10,000,000. machining, 10,000,000. Shenzhen Manufacture 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 Technology by stock 00 sales and 00 technology developmen t of sophisticate d parts. Sales of clocks and watches and gifts and Controlled 5,000,000.0 consultation 5,000,000.0 FIYTA Trade Shenzhen Commerce 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock 0 of relevant 0 information and other domestic trading Cultural activity Controlled planning, Cultural Co. Shenzhen Commerce 500,000.00 500,000.00 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock devoting to advertiseme nt business Wholesale, import and export of Emile watches, Controlled 5,500,000.0 4,376,000.0 Chouriet Shenzhen Commerce watch 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock 0 0 (Shenzhen) spares and parts, jewelry, ornaments 101 FIYTA Holdings Ltd. 2014 Semi-Annual Report and the supplement ary business; after-sale repairing service of watches World Retail and Controlled 10,000,000. 8,377,000.0 Watches Hong Kong Commerce repairing 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock 00 0 International services design, R & D and sales of various watches, timing instruments and spares Controlled 50,000,000. 50,000,000. FIYTA Sales Shenzhen Commerce and 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock 00(CNY) 00 accessory parts, sales of jewelry and ornaments; import & export Other notes to the subsidiaries acquired by means of establishment or investment, etc. Inapplicable 2) Subsidiaries under the Common Control Acquired through Enterprise Consolidation In CNY Balance of Amount in the owner’s Balance of the minority equity of the other items shareholder parent which Are the s’ equity company Actual substantially Shareholdin Proportion of Minority Full Name of Subsidiary Place of Business Registered Business statements used for offsetting the investment composes g proportion voting power shareholder Subsidiaries type Registration type Capital Scope consolidated offsetting loss shared at year end net (%) (%) s’ equity (Y/N) minority by minority investment shareholder shareholder in the s’ gain and s in the subsidiary loss reporting period 102 FIYTA Holdings Ltd. 2014 Semi-Annual Report exceeding the share enjoyed in the owner’s equity at year beginning Wholesale, retail and repairing of watches and accessory parts, electronic Liaoning products, Hengdarui Equity-contr 51,000,000. communicati 56,001,000. Commercial olled Shenyang Commerce 0.00 100.00% 100.00% yes 0.00 0.00 0.00 00(CNY) on 00 & Trade Co., equipment Ltd. and materials, general merchandis e, property managemen t and lease Other notes to the subsidiaries acquired by means of consolidation of enterprises under the common control, etc. Inapplicable (3) Subsidiaries acquired through consolidation of the enterprises not under the same control In CNY Amount in Balance of Balance of minority the owner’s other items shareholder equity of the Amount actually Consolidate s’ equity parent Full Names Subsidiary Place of Business Registered Business actually made up to Shareholdin Proportion of d Minority used to company of type Registration type capital Scope invested at net g proportion voting power statement ? equity write-down offsetting the Subsidiaries year end investment Yes/No minority loss shared to the shareholder by minority subsidiaries s’ gain and shareholder loss s in the 103 FIYTA Holdings Ltd. 2014 Semi-Annual Report reporting period exceeding the share enjoyed in the owner’s equity at year beginning Kunming Domestic Lishan trading and Controlled 5,000,000.0 1,200,000.0 Department Kunming Commerce materials 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 by stock 0(CNY) 0 Store Co., supply and Ltd. sale Production, manufacture The Swiss Controlled 5,000,000.0 and sales of 39,396,251. Switzerland Commerce 0.00 100.00% 100.00% Yes 0.00 0.00 0.00 Company by stock 0(CHF) Emile 10 Chouriet watches Other notes to the subsidiaries acquired by means of consolidation of enterprises not under the common control, etc. Inapplicable 2. Operating entities with the control power formed by special purpose entity or through entrusted operation or tenancy Inapplicable 3. Note to Change in the Consolidation Scope Note to Change in the Consolidation Scope Shenzhen World Watches Center Co., Ltd. (hereinafter referred to as “World Watches Center”) used to be a joint venture of the Group. According to the agreement entered into between the Group and Shenzhen Shenhang Avionics Co., Ltd. (hereinafter referred to as Shenhang Avionics), another shareholder of World Watches Center). Shenhang Avionics enjoyed fixed income every year commencing from 2003 but did not participate in the operation of the company. The Group actually exclusively controls the finance, operation and management of the World Watches Center. Therefore, the company was placed in the Group’s consolidation scope. The company closed due to the removal of its premises in 2008. During the reporting period, World Watches Center completed the procedures of cancellation on May 5, 2014 and has no longer been placed in the consolidation scope. This event has no significant influence 104 FIYTA Holdings Ltd. 2014 Semi-Annual Report upon the Company’s overall production and operation and its performances during the reporting period. Inapplicable 4. Principal(s) newly included in the consolidation in the reporting period and principal(s) no longer included in the consolidation in the reporting period Subsidiaries, special purpose principals and entities with the control power formed by means of entrusted operation or lease, ect. newly included in the consolidation scope during the reporting period. Inapplicable Subsidiaries, special purpose principals and entities with the control power formed by means of entrusted operation or lease, etc. no longer included in the consolidation scope during the reporting period. In CNY Net profit from the year Net asset as at the date of Name beginning to the date of disposal disposal Shenzhen World Watches Center Co., Ltd. 0.00 136,218.67 Other note to the principal(s) newly included in the consolidation scope and principal(s) no longer included in the consolidation scope. World Watches Center closed due to the removal of its premises in 2008. During the reporting period, it completed the procedures of cancellation on May 5, 2014 and has no longer been placed in the consolidation scope. This event has no significant influence upon the Company’s overall production and operation and its performances during the reporting period. 5. Consolidation of the enterprises under the common control incurred in the reporting period Inapplicable 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 105 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 Items Assets and Liabilities June 30, 2014 December 31, 2013 FIYTA Hong Kong Limited HKD 1 = CNY 0.7938 HKD 1 = CNY 0.7862 World Watches International HKD 1 = CNY 0.7938 HKD 1 = CNY 0.7862 The Swiss Company S.FR. 1 = CNY 6.9738 S.FR. 1 = CNY 6.8336 Items Revenue, expenses and cash flow items January to June, 2014 January to June, 2013 FIYTA Hong Kong Limited HKD 1 = CNY 0.7900 HKD 1 = CNY 0.8037 World Watches International HKD 1 = CNY 0.7900 HKD 1 = CNY 0.8037 The Swiss Company S.FR. 1 = CNY 6.9037 1 瑞士法郎= CNY 6.6627 Note: 68-Station Limited is a subsidiary of FIYTA Hong Kong Limited, BAODING and LIANGYA are operating entities controlled by FIYTA Hong Kong Limited, and the exchange rate and way of conversion were the same as FIYTA Hong Kong Limited. VII. Notes to the principal items in the consolidated financial statements 1. Monetary fund In CNY End of the Reporting Period Beginning of the reporting period Items Amount in foreign Conversion Amount in foreign Conversion Amount in CNY Amount in CNY currency rate currency rate Cash on hand -- -- 664,850.83 -- -- 487,926.67 CNY -- -- 641,266.21 -- -- 422,048.31 HKD 365.83 0.7938 290.40 4,697.33 0.7862 3,693.04 US$ 598.00 6.1528 3,679.37 598.00 6.0969 3,645.95 Euro 2,024.45 8.3946 16,994.45 5,587.20 8.4189 47,038.08 Swiss Franc 375.75 6.9738 2,620.41 1,683.05 6.8336 11,501.29 106 FIYTA Holdings Ltd. 2014 Semi-Annual Report Bank deposit: -- -- 159,173,385.30 -- -- 107,168,563.21 CNY -- -- 146,049,357.74 -- -- 95,824,234.81 HKD 9,381,972.05 0.7938 7,447,409.41 9,135,662.45 0.7862 7,182,542.68 US$ 206,751.63 6.1528 1,272,101.43 213,460.48 6.0969 1,301,410.16 Swiss Franc 631,580.59 6.9738 4,404,516.72 418,575.21 6.8336 2,860,375.56 Other Monetary Fund: -- -- 5,520.86 -- -- 6,620.86 CNY -- -- 5,520.86 -- -- 6,620.86 Total -- -- 159,843,756.99 -- -- 107,663,110.74 The accounts with recovery risks due to application restrictions such as mortgage, pledge or freezing or being deposited abroad, should be explained separately Inapplicable 2. Transactional financial assets (1) Transactional financial assets Inapplicable (2) Transactional financial assets with restriction in realization Inapplicable (3) Note to Hedging Instrument and the Relevant Hedging Transaction Inapplicable 3. Notes receivable (1) Classification of Notes Receivable In CNY Beginning of the reporting Categories End of the Reporting Period period Bank acceptance 2,200,559.00 100,000.00 Trade acceptance 16,742,100.00 7,000,000.00 Total 18,942,659.00 7,100,000.00 (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 107 FIYTA Holdings Ltd. 2014 Semi-Annual Report Inapplicable 5. Interest receivable (1) Interest receivable Inapplicable (2) Overdue interest Inapplicable (3) Note to 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 Categories Book balance Bad debt reserve Book balance Bad debt reserve Amount Proportion Amount Proportion Amount Proportion Amount Proportion Accounts receivable for which bad debt reserve has been provided based on the combination Grouping based on the 212,755,716 6,920,862.5 143,086,0 48.73% 3.25% 43.09% 7,193,141.49 5.03% accounting age .24 1 26.61 Grouping of the designated 223,463,746 188,564,4 51.18% 56.79% accounts .02 54.07 436,219,462 6,920,862.5 331,650,4 Subtotal of grouping 99.91% 1.59% 99.88% 7,193,141.49 2.17% .26 1 80.68 Accounts receivable with insignificant single amount 401,267.1 401,267.10 0.09% 401,267.10 100.00% 0.12% 401,267.10 100.00% and provision of bad debt 0 reserve on individual basis 436,620,729 7,322,129.6 332,051,7 Total -- -- -- 7,594,408.59 -- .36 1 47.78 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 108 FIYTA Holdings Ltd. 2014 Semi-Annual Report analysis In CNY End of the Reporting Period Beginning of the reporting period Book balance Book balance Age Bad debt Proportio Bad debt reserve Proportio Amount Amount reserve n n Within a year Including: -- -- -- -- -- -- 140,672,904.4 Within a year 210,474,323.05 98.93% 6,670,024.29 98.31% 6,951,829.27 0 Subtotal within 140,672,904.4 210,474,323.05 98.93% 6,670,024.29 98.31% 6,951,829.27 a year 0 1 to 2 years 2,167,898.69 1.02% 216,789.87 2,413,122.21 1.69% 241,312.22 2 to 3 years 113,494.50 0.05% 34,048.35 0.00% Over 3 years 0.00 0.00% 0.00 0.00% 143,086,026.6 Total 212,755,716.24 -- 6,920,862.51 -- 7,193,141.49 1 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 223,463,746.02 0.00 accounts Total 223,463,746.02 0.00 At the end of the reporting period, accounts receivable with insignificant single amount and provision of bad debt reserve on individual basis: In CNY Contents of Provision Book balance Bad debt reserve Reason of provision accounts receivable proportion (%) Doubtful 401,267.10 401,267.10 100.00% Unrecoverable accounts/bad debt Total 401,267.10 401,267.10 -- -- (2) Accounts receivable reversed or recovered in the reporting period Inapplicable 109 FIYTA Holdings Ltd. 2014 Semi-Annual Report (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 Organization Relationship with Amount Year total accounts Names the Company receivable (%) Fuzhou Dayang General Non-Related Party 5,853,692.72 Within a year 1.34% Merchandise Co., Ltd. Century Ginwa Urumqi Shopping Non-Related Party 5,742,092.58 Within a year 1.32% Center Co., Ltd. Rainbow Controlled by the Supermarket Co., same parent 4,085,198.33 Within a year 0.94% Ltd. company BILLION GENESIS ENTERPRISE Non-Related Party 3,876,219.44 Within a year 0.89% LIMITED China Resource (Shenzhen) Co., Non-Related Party 3,677,548.70 Within a year 0.84% Ltd. (Omega Flagship Shop) Total -- 23,234,751.77 -- 5.33% (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 4,085,198.33 0.94% parent company AVIC The Company’s eventual 630,779.00 0.14% 110 FIYTA Holdings Ltd. 2014 Semi-Annual Report controller Shennan Circuit Co., Controlled by the same 2,305,125.44 0.53% Ltd. parent company CATIC Electronic Controlled by the same Measuring Instruments 34,216.60 0.01% parent company Co., Ltd. Total -- 7,055,319.37 1.62% (7) Accounts receivable eventually recognized Inapplicable (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 Proporti Proporti Proportio Proport Amount Amount Amount Amount on on n ion Other receivables with provision of bad debt reserve based on grouping Grouping of the 42,441,93 2,171,414. 29,759,91 2,023,735.6 designated 83.47% 5.12% 70.09% 6.80% 6.03 66 8.66 7 accounts Grouping based on 8,403,985. 12,700,45 16.53% 29.91% the accounting age 49 7.11 Subtotal of 50,845,92 100.00 2,171,414. 42,460,37 2,023,735.6 4.27% 100.00% 4.77% grouping 1.52 % 66 5.77 7 50,845,92 2,171,414. 42,460,37 2,023,735.6 Total -- -- -- -- 1.52 66 5.77 7 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. Inapplicable In CNY Age End of the Reporting Period Beginning of the reporting period 111 FIYTA Holdings Ltd. 2014 Semi-Annual Report Book balance Book balance Bad debt Propo Propo Bad debt reserve Amount reserve Amount rtion rtion Within a year Including: 88.97 89.03 Within a year 38,043,002.93 1,160,926.70 26,494,988.82 1,335,820.98 % % Subtotal within a 88.97 89.03 38,043,002.93 1,160,926.70 26,494,988.82 1,335,820.98 year % % 1 to 2 years 2,309,043.16 5.40% 230,677.64 1,445,878.69 4.86% 144,587.87 2 to 3 years 1,805,737.30 4.22% 525,256.15 1,725,872.82 5.80% 517,762.65 Over 3 years 601,434.30 1.41% 254,554.17 93,178.33 0.31% 25,564.17 Total 42,759,217.69 -- 2,171,414.66 29,759,918.66 -- 2,023,735.67 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 8,403,985.49 0.00 Total 8,403,985.49 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 112 FIYTA Holdings Ltd. 2014 Semi-Annual Report Nature or content Proportion in the total other Organization Names Amount of the accounts receivables (%) China Resource Shopping mall 3,135,144.00 6.17% (Shenzhen) Co., Ltd. deposit Shenzhen Airport Co., Shopping mall 1,124,513.00 2.21% Ltd. deposit Lifeng Commerce Co., Shopping mall 1,123,431.11 2.21% Ltd. deposit Shenzhen Yitian Holiday Shopping mall World Real Estate 1,090,523.00 2.14% deposit Development Co., Ltd. Promotion charge Astro swiss Time lirshed 1,030,314.99 2.03% receivable Shenzhen Chengtian Advertisement 800,000.00 1.57% Advertisement Co., Ltd. deposit Total 8,303,926.10 -- 16.33% (6) Top Five Debtors of the Other Receivables In CNY Proportion in the Organization Relationship with Amount Year total other Names the Company receivables (%) China Resource (Shenzhen) Co., Non-Related Party 3,135,144.00 Within a year 6.17% Ltd. Shenzhen Airport Non-Related Party 1,124,513.00 Within a year 2.21% Co., Ltd. Lifeng Commerce Non-Related Party 1,123,431.11 Within a year 2.21% Co., Ltd. Shenzhen Yitian Holiday World Real Estate Non-Related Party 1,090,523.00 Within a year 2.14% Development Co., Ltd. Astro swiss Time Non-Related Party 1,030,314.99 Within a year 2.03% lirshed Total -- 7,503,926.10 -- 14.76% (7) Other receivables from related parties Inapplicable (8) Other receivable terminated for recognition Inapplicable 113 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 (10) Government subsidy recognized as account receivable at the end of the reporting period Inapplicable 8. Advance Payment (1) Advance payment presented based on age In CNY End of the Reporting Period Beginning of the reporting period Age Amount Proportion Amount Proportion Within a year 26,169,202.80 86.53% 39,385,528.82 90.57% Within a year 3,470,029.36 11.47% 3,501,516.25 8.05% 1 to 2 years 146,711.10 0.49% 143,958.00 0.33% 2 to 3 years 456,610.00 1.51% 456,610.00 1.05% Over 3 years 30,242,553.26 -- 43,487,613.07 -- Note to the age of advance payments Inapplicable (2) Top Five Receivers of Advance Payment In CNY Organization Relationship with Causes of Amount Time Names the Company unsettlement SAN SUN Advance trade INDUSTRIAL CO., Non-Related Party 13,296,350.79 Within a year payment LTD. Beat Blattmann Advance trade Non-Related Party 4,052,391.28 Within a year Marketing payment Liberty Time Center Advance trade Non-Related Party 2,257,599.60 Within a year GmbH payment Sellita Watch CO Advance trade Non-Related Party 1,622,823.91 Within a year SA payment Advance trade Soprod SA Non-Related Party 815,244.30 Within a year payment Total -- 22,044,409.88 -- -- Note to the major organizations of advance payments Inapplicable 114 FIYTA Holdings Ltd. 2014 Semi-Annual Report (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 Items Provision for Provision for Book balance Book value Book balance Book value price falling price falling Raw materials 128,537,978.38 7,641,903.65 120,896,074.73 122,362,922.04 4,886,794.86 117,476,127.18 Products in 13,310,042.38 0.00 13,310,042.38 19,607,611.43 0.00 19,607,611.43 process 25,982,428.2 1,948,190,940. 2,012,241,510. 1,986,259,082. Goods in stock 1,974,173,368.85 25,982,428.24 4 61 56 32 33,624,331.8 2,082,397,057. 2,154,212,044. 2,123,342,820. Total 2,116,021,389.61 30,869,223.10 9 72 03 93 (2) Provision for price falling of inventories In CNY Opening book Reserve provided Decrease in the reporting period Categories Ending book balance balance in the period Reversal Written-off Raw materials 4,886,794.86 2,755,108.79 7,641,903.65 Products in process 0.00 0.00 Goods in stock 25,982,428.24 25,982,428.24 Total 30,869,223.10 2,755,108.79 33,624,331.89 (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 in period the reporting period (%) Net realizable value lower Raw materials Inapplicable 0.00% than the corresponding cost 115 FIYTA Holdings Ltd. 2014 Semi-Annual Report Net realizable value lower Goods in stock Inapplicable 0.00% than the corresponding cost Note to the inventories Inapplicable 10. Other current assets In CNY Items End of the Reporting Period Beginning of the reporting period Input VAT to be offset 4,324,363.65 23,781,515.54 Rent 2,843,396.19 3,759,382.17 Others 2,130,004.99 3,271,093.36 Total 9,297,764.83 30,811,991.07 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 (1) About the available-for-sale financial assets Inapplicable (2) Long term credit investment in the available-for-sale financial assets Inapplicable (3) Impairment of the available-for-sale financial assets Inapplicable (4) Change in impairment of the available-for-sale financial assets during the reporting period Inapplicable (5) Note to big falling or continuous falling of the fair value of the available-for-sale financial assets at the end of the reporting period Inapplicable 12. Held-to-maturity investments (1) About the held-to-maturity investment Inapplicable 116 FIYTA Holdings Ltd. 2014 Semi-Annual Report (2) About the held-to-maturity investment sold or still undue in the reporting period 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 96,176,699. 14,710,516. 81,466,182. 52,972,924. 1,076,068.6 25.00% 25.00% Industry 34 78 56 33 7 Co., Ltd. Note to the significant difference between the joint ventures & associates and the Company in important accounting policies and accounting estimate: Inapplicable 15. Long-term equity investment (1) Statement of Long Term Equity Investment In CNY Note to Proportio the n of the inconsist Proportio investee’ ence Reserve n of the s between for Cash investee’ Reserve Way of vote-bea the impairme dividend Investee Investme Opening Increase/ Ending s shares for calculati ring proportio nt in the s nt costs balance decrease balance held by impairme on shares n of the provided report the nt held by shares in in the period Compan the the period y (%) Compan investee y (%) s held by the 117 FIYTA Holdings Ltd. 2014 Semi-Annual Report Compan y and the voting power Shangha i Watch Equity 39,916,5 43,237,9 -504,563 42,733,3 25.00% 25.00% - 0.00 0.00 0.00 Industry method 00.00 40.12 .21 76.91 Co., Ltd. Xi’an Tangche Cost 85,000.0 85,000.0 85,000.0 0.00 0.10% 0.10% - 0.00 0.00 0.00 ng Co., method 0 0 0 Ltd. Shenzhe n CATIC Culture Cost 300,000. 300,000. 300,000. 300,000. 0.00 15.00% 15.00% - 0.00 0.00 Commun method 00 00 00 00 ication Co., Ltd. 40,301,5 43,622,9 -504,563 43,118,3 300,000. Total -- -- -- -- 0.00 0.00 00.00 40.12 .21 76.91 00 (2) About the ability of transferring fund to the investing company being restricted Inapplicable 16. Investment Property Based Real Estate (1) Investment property measured based on costs In CNY Increase in the Decrease in the Items Opening book balance Ending book balance reporting period reporting period I. Total Book Costs 340,029,020.44 0.00 0.00 340,029,020.44 1. Housing and 340,029,020.44 0.00 0.00 340,029,020.44 buildings 2. Land use right 0.00 0.00 0.00 0.00 II. Total of accumulative depreciation and 104,793,335.68 4,571,872.94 0.00 109,365,208.62 accumulative amortization 1. Housing and 104,793,335.68 4,571,872.94 0.00 109,365,208.62 buildings 2. Land use right 0.00 0.00 0.00 0.00 118 FIYTA Holdings Ltd. 2014 Semi-Annual Report III. Total net book value of the 235,235,684.76 -4,571,872.94 0.00 230,663,811.82 investment property 1. Housing and 0.00 0.00 0.00 0.00 buildings 2. Land use right 0.00 0.00 0.00 0.00 IV. Total accumulative amount of the 0.00 0.00 0.00 0.00 provision for impairment of investment property 1. Housing and 0.00 0.00 0.00 0.00 buildings 2. Land use right 0.00 0.00 0.00 0.00 V. Total book value of the investment 235,235,684.76 -4,571,872.94 0.00 230,663,811.82 property 1. Housing and 235,235,684.76 -4,571,872.94 0.00 230,663,811.82 buildings 2. Land use right 0.00 0.00 0.00 0.00 In CNY Reporting period Depreciation and amortization amount during the 4,571,872.94 reporting period (2) Investment property measured based on fair value In CNY Decrease in the Fair value Increase in the reporting period reporting period Fair value at the Property for at the end beginning Gain/loss Turned to Item self-use or of the of the from be the Purchased transfer-in Disposal reporting reporting change of property for of period period fair value self-use inventories Describe the investment property whose measurement mode was changed or the investment property for which the procedures for the certificate of title have not been completed and explain the reason why the procedures for the certificate of title have not been completed and predict the time of handling the procedures. Inapplicable 119 FIYTA Holdings Ltd. 2014 Semi-Annual Report 17. Fixed assets (1) About Fixed assets In CNY Opening book Decrease in the Ending book Items Increase in the reporting period balance reporting period balance I. Total Book Costs 430,826,947.41 23,647,355.33 490,923.60 453,983,379.14 Including: housing and 307,261,172.99 15,313,748.05 0.00 322,574,921.04 buildings Machines & 44,810,836.22 5,220,236.81 0.00 50,031,073.03 equipment Motor vehicles 14,308,808.47 427,507.64 330,843.00 14,405,473.11 Electronic 27,684,446.02 885,790.64 45,042.02 28,525,194.64 equipment Others 36,761,683.71 1,800,072.19 115,038.58 38,446,717.32 New increase in Amount provided Ending balance Opening book Decrease in the -- the reporting in the reporting of the reporting balance reporting period period period period II. Total accumulated 123,937,983.10 11,504,998.34 431,314.82 135,011,666.62 depreciation Including: housing and 43,730,217.50 5,264,177.63 0.00 48,994,395.13 buildings Machines & 21,028,668.56 1,758,597.58 0.00 22,787,266.14 equipment Motor vehicles 9,533,984.29 875,704.71 333,300.85 10,076,388.15 Electronic 19,430,839.23 1,426,256.77 38,698.35 20,818,397.65 equipment Others 30,214,273.52 2,180,261.65 59,315.62 32,335,219.55 Ending balance Opening book -- -- of the reporting balance period III. Total net book value of 306,888,964.31 -- 318,971,712.52 fixed assets Including: housing and 263,530,955.49 -- 263,530,955.49 buildings Machines & 23,782,167.66 -- 23,782,167.66 equipment Motor vehicles 4,774,824.18 -- 4,774,824.18 Electronic 8,253,606.79 -- 8,253,606.79 equipment Others 6,547,410.19 -- 6,547,410.19 IV. Total provision for -- impairment Including: housing and -- 120 FIYTA Holdings Ltd. 2014 Semi-Annual Report buildings Machines & 306,888,964.31 -- 318,971,712.52 equipment Motor vehicles 263,530,955.49 -- 263,530,955.49 Electronic 23,782,167.66 -- 23,782,167.66 equipment Others 4,774,824.18 -- 4,774,824.18 V. Total book value of 8,253,606.79 -- 8,253,606.79 fixed assets Including: housing and 6,547,410.19 -- 6,547,410.19 buildings Machines & equipment Motor vehicles Electronic equipment Others The depreciation amount in the reporting period was CNY11,504,998.34; the cost of the fixed assets transferred in from the construction-in-process amounted to CNY 0.00. (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 Predicted time of handling the Cause of no certificate of title Items procedures for the certificate of being granted title Defects existing in the property Office space of Harbin Branch unknown right Notes to the fixed assets 121 FIYTA Holdings Ltd. 2014 Semi-Annual Report As at June 30, 2014, 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 343,713.12), the application for the certificate of title failed; As at June 30, 2014, the building with the original book value of CNY 26,929,577.43 (book value amounting to CNY23,265,693.99) 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 Reserve for Reserve for Book balance Book value Book balance Book value impairment impairment Guangming New Zone 19,872,445.1 19,872,445.1 0.00 6,608,187.55 0.00 6,608,187.55 Watch Base Project 2 2 Payment for improvement of the driving machine of the central air conditioning 282,000.00 0.00 282,000.00 0.00 0.00 0.00 and the cooling tower of Xi’an FIYTA Building 20,154,445.1 20,154,445.1 Total 6,608,187.55 6,608,187.55 2 2 (2) Change of key construction-in-process project In CNY Including: Proportion Accumulati amount of Interest Beginning Increase in of projects ve amount Transferred interest capitalizatio End of the of the the Other put into Progress of of the Funds Items Budget in to the capitalizatio n rate in the Reporting reporting reporting decrease practice in the project interest source fixed asset n in the reporting Period period period the budget capitalizatio report period (%) (%) n period Guangming New Zone 300,000,00 6,608,187. 13,264,257 19,872,445 0.00 0.00 6.62% 基础建设 69,020.44 69,020.44 3.03% 自筹 Watch 0.00 55 .57 .12 Base 300,000,00 6,608,187. 13,264,257 19,872,445 Total 0.00 0.00 -- -- 69,020.44 69,020.44 -- -- 0.00 55 .57 .12 Note to the change of the construction-in-process project Inapplicable 122 FIYTA Holdings Ltd. 2014 Semi-Annual Report (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 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 49,617,023.56 393,926.85 0.00 50,010,950.41 Land use right 34,854,239.40 0.00 0.00 34,854,239.40 Software system 4,397,962.64 393,926.85 0.00 4,791,889.49 Trademark use right 10,364,821.52 0.00 0.00 10,364,821.52 II. Total accumulated 13,448,411.84 720,075.39 0.00 14,168,487.23 amortization Land use right 6,945,081.20 359,973.18 0.00 7,305,054.38 Software system 2,498,020.91 354,442.23 0.00 2,852,463.14 Trademark use right 4,005,309.73 5,659.98 0.00 4,010,969.71 III. Total net book value 36,168,611.72 -326,148.54 35,842,463.18 123 FIYTA Holdings Ltd. 2014 Semi-Annual Report of intangible assets Land use right 27,909,158.20 -359,973.18 27,549,185.02 Software system 1,899,941.73 39,484.62 1,939,426.35 Trademark use right 6,359,511.79 -5,659.98 6,353,851.81 Land use right Software system Trademark use right III. Total book value of 36,168,611.72 -326,148.54 35,842,463.18 intangible assets Land use right 27,909,158.20 -359,973.18 27,549,185.02 Software system 1,899,941.73 39,484.62 1,939,426.35 Trademark use right 6,359,511.79 -5,659.98 6,353,851.81 The amount amortized in the reporting period was CNY 720,075.39. (2) Expenses for the Company’s development projects Inapplicable 24. Goodwill In CNY Increase in the Decrease in Reserve for Investees or matters Opening Ending reporting the reporting impairment forming the goodwill balance 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 Beginning of the Increase in the Amount amortized End of the Reasons of other Items Other decrease reporting period report period in the report period Reporting Period decreases Cost for making 46,739,539.07 39,295,556.13 24,488,017.55 0.00 61,547,077.65 special counters 124 FIYTA Holdings Ltd. 2014 Semi-Annual Report Refurbishment 82,497,957.56 13,116,280.06 20,922,504.42 0.00 74,691,733.20 Endorsement fee 15,295,637.91 0.00 3,823,909.50 0.00 11,471,728.41 Others 2,009,551.04 0.00 1,684,352.01 0.00 325,199.03 Total 146,542,685.58 52,411,836.19 50,918,783.48 0.00 148,035,738.29 -- 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 Beginning of the reporting Items End of the Reporting Period period Deferred income tax asset: Reserve for impairment of the assets 9,923,111.61 9,618,849.12 Organization costs 0.00 0.00 Offsettable loss 3,154,210.60 3,193,876.20 Offset of the internal unrealized profit 69,052,437.13 60,608,908.97 Deferred income 737,500.00 737,500.00 Subtotal 82,867,259.34 74,159,134.29 Deferred income tax liabilities: Statement of unrecognized deferred income tax asset In CNY Beginning of the reporting Items End of the Reporting Period period Offsettable provisional discrepancy 2,052,861.77 2,035,756.48 Offsettable loss 601,988.81 0.00 Deferred income 480,000.00 0.00 Total 3,134,850.58 2,035,756.48 The offsettable loss of the unrecognized deferred income tax shall be due in the following years. Inapplicable Statement of taxable discrepancy and offsettable discrepancy items 125 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 43,117,876.16 40,487,367.36 Offset of the internal unrealized profit 281,418,420.70 246,128,085.69 Deferred income 3,430,000.00 2,950,000.00 Offsettable loss 14,505,560.98 14,143,969.77 Subtotal 342,471,857.84 303,709,422.82 (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 Items mutual offsetting mutual offsetting mutual offsetting after mutual at the end of the at the beginning at the end of the offsetting at the reporting period of the reporting reporting period beginning of the period reporting period Deferred income tax asset 82,867,259.34 342,471,857.84 74,159,134.29 303,709,422.82 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 Inapplicable 27. Statement of Reserve for Impairment of Assets In CNY Opening book Increase in the Decrease in the reporting period Ending book Items balance reporting period Reversal Written-off balance I. Reserve of bad debts 9,618,144.26 0.00 124,599.99 0.00 9,493,544.27 II. Reserve for price falling 30,869,223.10 2,755,108.79 33,624,331.89 of inventories V. Provision for impairment 300,000.00 0.00 0.00 0.00 300,000.00 of long-term equity 126 FIYTA Holdings Ltd. 2014 Semi-Annual Report investments VI. Provision for impairment 0.00 0.00 0.00 0.00 0.00 of investment property XIII. Provision for 1,735,756.48 0.00 0.00 0.00 1,735,756.48 impairment of goodwill Total 42,523,123.84 2,755,108.79 124,599.99 0.00 45,153,632.64 Note to the statement of impairment of assets Inapplicable 28. Other non-current assets In CNY Beginning of the reporting Items End of the reporting period period China Tenth Metallurgy Group Limited 0.00 10,976,867.85 Corporation Shentai Real Estate Development 31,500,000.00 21,500,000.00 Co., Ltd. Total 31,500,000.00 32,476,867.85 Note to other non-current assets Inapplicable 29. Short-term Borrowings (1) Classification of Short-term Borrowings In CNY Beginning of the reporting Items End of the Reporting Period period Secured borrowings 517,000,000.00 710,000,000.00 Credit borrowings 363,000,000.00 313,000,000.00 Total 880,000,000.00 1,023,000,000.00 Note to classification of the short-term borrowings Note: For the Company’s borrowings amounting to CNY 250,000,000.00, HARMONY has offered guarantee while for HARMONY’s borrowings amounting to CNY 267,000,000.00, the Company offered guarantee. (2) Short term borrowings already due but remaining outstanding Inapplicable 30. Trading financial liabilities Inapplicable 127 FIYTA Holdings Ltd. 2014 Semi-Annual Report 31. Notes Payable Inapplicable 32. Accounts payable (1) About accounts payable In CNY Beginning of the reporting Items End of the Reporting Period period Trade accounts payable 146,599,176.69 210,748,187.96 Payables for materials 48,313,171.04 11,388,092.75 Engineering warranty fee payable 0.00 211,339.76 Total 194,912,347.73 222,347,620.47 (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 Creditors’ Names Amount Causes of outstanding Shenzhen Peish Watch Co., Ltd. 316,709.55 未开具发票 Zhonglian Xianjin Iron & Steel Co., 104,953.85 未开具发票 Ltd. Zhuzhou Zuanye Hard Alloy Sales 83,760.68 未开具发票 Co., Ltd. Total 505,424.08 33. Advance Receipts (1) About advance receipts In CNY Beginning of the reporting Items End of the Reporting Period period Trade advance receipt 16,871,862.79 9,667,278.30 Total 16,871,862.79 9,667,278.30 (2) Advance receipts from the shareholder holding over 5% (including 5%) of the Company’s voting shares in the reporting period Inapplicable 128 FIYTA Holdings Ltd. 2014 Semi-Annual Report (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 Ending book Items balance reporting period reporting period balance I. Salaries, bonus, 30,902,945.51 175,898,791.25 189,763,913.84 17,037,822.92 allowance and subsidy II. Staff’s 0.00 4,733,968.49 4,733,968.49 0.00 Welfare III. Social 0.00 22,470,506.91 22,470,506.91 0.00 security Including: 1. Medical 0.00 5,617,082.97 5,617,082.97 0.00 insurance premium 2. Basic endowment 0.00 14,252,252.43 14,252,252.43 0.00 insurance premium 3. Contribution to the annuity 0.00 0.00 0.00 0.00 scheme 4. Unemployment 0.00 1,027,047.48 1,027,047.48 0.00 insurance premium 5. Occupational insurance 0.00 278,304.83 278,304.83 0.00 premium 6. Maternity insurance 0.00 885,781.96 885,781.96 0.00 premium 7. Others 0.00 410,037.24 410,037.24 0.00 IV. Public reserve for 0.00 6,617,256.26 6,617,256.26 0.00 housing V. of dismissal 0.00 0.00 0.00 0.00 VI. Others 270,866.64 3,754,254.80 3,712,587.00 312,534.44 Where: 1. Trade 270,866.64 3,606,927.77 3,565,259.97 312,534.44 129 FIYTA Holdings Ltd. 2014 Semi-Annual Report union and employee’s education budget 2. Others 0.00 147,327.03 147,327.03 0.00 Total 31,173,812.15 213,474,777.71 227,298,232.50 17,350,357.36 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 3,606,927.77, 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 35,725,128.24 23,538,538.96 Consumption tax 0.00 161,657.78 Business tax 613,151.49 701,932.65 Enterprise income tax 38,921,130.51 30,923,761.70 Individual income tax 634,643.59 698,803.51 Urban maintenance and construction tax 534,923.27 389,481.45 Property tax 287,520.10 257,112.75 Education surcharge 246,603.82 207,011.67 Stamp tax 246,902.69 293,628.46 Dyke protection surcharge 38,436.04 34,037.50 Others 210,357.91 422,208.83 Total 77,458,797.66 57,628,175.26 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. Inapplicable 36. Interest payable In CNY Beginning of the reporting Items End of the Reporting Period period 130 FIYTA Holdings Ltd. 2014 Semi-Annual Report Interest of enterprise bonds 6,720,000.00 16,800,000.00 Interest payable of the short trm loans 2,487,600.91 2,622,859.82 Total 9,207,600.91 19,422,859.82 Note to the interest payable Inapplicable 37. Dividend payable In CNY End of the reporting Beginning of the Cause of failure in payment Description period reporting period after one year overdue Dividend for common shares 39,276,787.00 0.00 payable Total 39,276,787.00 -- Note to dividend payable Inapplicable 38. Other Payables (1) About other payables In CNY Beginning of the reporting Items End of the Reporting Period period Within a year 177,441,484.33 20,229,108.51 1 to 2 years 2,144,365.54 8,749,189.38 2 to 3 years 4,024,477.15 694,894.09 Over 3 years 7,774,496.78 8,781,742.32 Total 191,384,823.80 38,454,934.30 (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 In CNY Beginning of the reporting Organization name End of the reporting period period AVIC International Holdings Limited 150,000,000.00 0.00 Total 150,000,000.00 0.00 (3) Note to other payables with big amount with age exceeding 1 year Creditors’ Names Amount Cause of Will it be repaid after outstanding the reporting day? 131 FIYTA Holdings Ltd. 2014 Semi-Annual Report Shenzhen Tencent Computer System Co., Ltd. 5,142,001.36 Still in lease No term Oracle Software Research and Development 811,590.00 Still in lease No (Shenzhen) Co., Ltd. term CATIC Real Estate Co., Ltd. 424,800.00 Still in lease No term Shenzhen Good Family Sports Goods 414,630.00 Still in lease No Franchise Co., Ltd. term Shenzhen Honestar Electronics Co., Ltd. 375,144.00 Still in lease No term China Merchants Bank Co., Ltd. Shenzhen 349,692.00 Still in lease No Technology Park Sub-branch term Shenzhen Youli Self-service KARAOKE BAR 334,880.00 Still in lease No Co.,Ltd. term Shenzhen Orient Boiler Control Co.,Ltd. 318,491.60 Still in lease No term Shenzhen Yong’antang Chain Pharmacy Co., 301,644.00 Still in lease No Ltd. term Shenzhen CATIC Changtai Investment 221,712.00 Still in lease No Development Co.,Ltd. term Shenzhen Hangjian Engineering Cost 208,304.00 Still in lease No Consultation Co.,Ltd. term Total 8,902,888.96 - - (4) Description of other payables with bigger amount Creditors’ Names Amount Cause of Will it be repaid after outstanding the reporting day? Shenzhen Tencent Computer System Co., Ltd. 5,142,001.36 Still in lease No term Oracle Software Research and Development 811,590.00 Still in lease No (Shenzhen) Co., Ltd. term CATIC Real Estate Co., Ltd. 424,800.00 Still in lease No term Shenzhen Good Family Sports Goods 414,630.00 Still in lease No Franchise Co., Ltd. term Shenzhen Honestar Electronics Co., Ltd. 375,144.00 Still in lease No term China Merchants Bank Co., Ltd. Shenzhen 349,692.00 Still in lease No Technology Park Sub-branch term Shenzhen Youli Self-service KARAOKE BAR 334,880.00 Still in lease No Co.,Ltd. term 132 FIYTA Holdings Ltd. 2014 Semi-Annual Report Shenzhen Orient Boiler Control Co.,Ltd. 318,491.60 Still in lease No term Shenzhen Yong’antang Chain Pharmacy Co., 301,644.00 Still in lease No Ltd. term Shenzhen CATIC Changtai Investment 221,712.00 Still in lease No Development Co.,Ltd. term Shenzhen Hangjian Engineering Cost 208,304.00 Still in lease No Consultation Co.,Ltd. term Total 8,902,888.96 - - 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 Long-term loan due within 1 year 39,695,000.00 39,310,000.00 Total 39,695,000.00 39,310,000.00 (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 39,695,000.00 39,310,000.00 Total 39,695,000.00 39,310,000.00 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 starting Loan expiry Interest rate Loan suppliers Currency Amount in Amount in Amount in Amount in date date (%) foreign function foreign function currency currency currency currency Bank of China November9, October 5, (Hong Kong) HK$ 3.25% 30,000,000.00 23,817,000.00 30,000,000.00 23,586,000.00 2012 2014 Limited 133 FIYTA Holdings Ltd. 2014 Semi-Annual Report Bank of China October 5, October 5, (Hong Kong) HK$ 3.25% 20,000,000.00 15,878,000.00 20,000,000.00 15,724,000.00 2012 2014 Limited Total -- -- -- -- -- 39,695,000.00 -- 39,310,000.00 Overdue loan of the long term loans due within 1 year: Inapplicable Description of long-term loan due within 1 year Note: For the long term loan of FIYTA Hong Kong Limited amounting to CNY 39,695,000.00 due within a year, the Company offered guarantee. (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 14,807,907.72 4,924,394.22 Total 14,807,907.72 4,924,394.22 Note to other current liabilities Inapplicable 42. Long term loan (1) Classification of Long Term Loans In CNY Beginning of the reporting Items End of the Reporting Period period Collateral Loans 7,174,355.35 7,293,022.01 Pledged loan 164,141,928.00 118,291,928.00 Secured loan 86,500,000.00 87,000,000.00 Credit loan -39,695,000.00 -39,310,000.00 Less: Long-term loan due within 1 218,121,283.35 173,274,950.01 year Total Note to classification of long term loans 134 FIYTA Holdings Ltd. 2014 Semi-Annual Report Note: AVIC International Holdings Limited offered guarantee for the Company’s loan amounting to CNY 5,361,928.00 while the Company offered guarantee for the loan borrowed by FIYTA Hong Kong Limited amounting to CNY 158,780,000.00 (including the long term loan due within a year); As stated in Note 17, the property with the book cost of CNY 26,929,577.43 (book value of CNY 23,265,693.99) was used as the collateral for the long term loan amounting to CNY 7,174,355.35. (2)Top Five Lenders of the Long Term Loans In CNY End of the Reporting Beginning of the reporting Period period Loan Loan Loan expiry Currency Interest rate Amount in Amount in Amount in Amount in suppliers starting date date foreign function foreign function currency currency currency currency Bank of China November November 86,500,000. 86,500,000. 87,000,000. 87,000,000. CNY 6.40% Shenzhen 8, 2013 7, 2018 00 00 00 00 Branch The Export-Impo rt Bank of December December CNY 6.06% 361,928.00 361,928.00 361,928.00 361,928.00 China 24, 2013 24, 2023 Shenzhen Branch The Export-Impo rt Bank of January 15, December 5,000,000.0 5,000,000.0 5,000,000.0 CNY 6.06% China 2014 24, 2023 0 0 0 Shenzhen Branch Bank of China (Hong July 11, July 11, 50,000,000. 39,695,000. 50,000,000. 39,310,000. HK$ 3.00% Kong) 2013 2016 00 00 00 00 Limited Bank of China (Hong August 5, August 5, 50,000,000. 39,695,000. 50,000,000. 39,310,000. HK$ 3.00% Kong) 2013 2016 00 00 00 00 Limited Bank of China (Hong January 1, July 11, 20,000,000. 15,878,000. HK$ 3.00% 0.00 0.00 Kong) 2014 2016 00 00 Limited Bank of January 27, July 11, HK$ 3.00% 10,000,000. 7,939,000.0 0.00 0.00 135 FIYTA Holdings Ltd. 2014 Semi-Annual Report China (Hong 2014 2016 00 0 Kong) Limited Bank of China (Hong March 3, January 11, 20,000,000. 15,878,000. HK$ 3.00% 0.00 0.00 Kong) 2014 2017 00 00 Limited China Constructio December December 1,018,954.4 HK$ 4.25% 918,311.94 729,047.85 801,102.01 n Bank 30, 2010 30, 2017 8 (Asia) Dettes November November 6,445,307.5 6,491,920.0 bancaires à SF 3.00% 925,000.00 950,000.00 11, 2012 11, 2032 0 0 long terme 218,121,283 173,274,950 Total -- -- -- -- -- -- .35 .01 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. Inapplicable 43. Bonds payable In CNY Interest Interest Accrued Interest paid payable at Amount payable at interest in the in the Ending Bond name Par value Issuing date Term end of the issued beginning reporting reporting balance reporting period period period 12YADABON 400,000,000. February 27, 400,000,000. 16,800,000.0 10,080,000.0 20,160,000.0 398,244,033. 3+2 years 6,720,000.00 D 00 2013 00 0 0 0 76 Note to the bonds payable, including the conditions and time of conversion of the convertible company bonds into shares Inapplicable 44. Long term accounts payable (1) Top five creditors of the long term accounts payable Inapplicable (2) Statement of the finance lease payables in the long term accounts payable Inapplicable 136 FIYTA Holdings Ltd. 2014 Semi-Annual Report 45. Special accounts payable Inapplicable 46. Other non-current liabilities In CNY Items Ending book balance Opening book balance Deferred income 3,430,000.00 2,950,000.00 Total 3,430,000.00 2,950,000.00 Note to other non-current liabilities Liabilities in connection with government subsidy In CNY Amount of Amount allowances counted to the Correlation with Opening newly added non-operating Other Ending Liability Items asset/income balance in the income in the changes balance reporting reporting period period Special fund for Development of Strategical New Correlation with 320,000.00 480,000.00 800,000.00 Industries in income Shenzhen (Note①) Special fund for development of Correlation with 780,000.00 780,000.00 cultural creative income industry (Note②) Research on Electronic Clock Technology for 1,200,000. Correlation with 1,200,000.00 Cockpit of Civil 00 income Airplane (Note③) Reward of the Correlation with 14th Patent 350,000.00 350,000.00 income Award(Note④) Project of cooperation with manufacturers Correlation with 300,000.00 300,000.00 and academic income and research institutions 137 FIYTA Holdings Ltd. 2014 Semi-Annual Report (Note⑤) 3,430,000. Total 2,950,000.00 480,000.00 -- 00 Note ①: 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 ②: It is a special fund for the Company’s “FIYTA PHOTOGRAPHER SERIES WATCH” Project granted by Culture, Sports and Tourism Administration of Shenzhen Municipality according to the Measures for Administration of Special Fund for Development of Cultural Innovation Industry in Shenzhen; Note ③: It is a special fund for the First Technical Development Projects (Up-to-Date Equipment Manufacture) in the Technology Innovation Program with Technology R & D Fund in 2013 sponsored by the Technology Innovation Committee of Shenzhen Municipality and Finance Commission of Shenzhen Municipality according to the Measures for Management of Technology R & D Fund in Shenzhen and the Measures for Administration of the Projects in the Science and Technology Program in Shenzhen; Note ④: It is a reward of the patent award granted according to the Circular of Intellectual Property Office of Guangdong Province on Appropriation of the Reward Fund of the 14th China Patent Award (YUE ZHI GUI [2013] No. 165); Note ⑤: It is a project for cooperation with manufacturers and academic and research institutions sponsored by Education Department of Guangdong Province according to Document YUE CAI JIAO [2012] No. 393. The Company was granted the special fund for the technology of nickelless stainless steel technology for human skin contact product applied with the fund for the guidance fund for combination with manufacture, academy and research in year 2012. 47. Share Capital In CNY Increase/ Decrease (+ / -) resulting from the change in the reporting period Beginning of the Shares End of the reporting period New issuing Bonus shares converted from Others Sub-total Reporting Period reserve Total Shares 392,767,870.00 0.00 0.00 0.00 0.00 0.00 392,767,870.00 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 138 FIYTA Holdings Ltd. 2014 Semi-Annual Report overall change of a company limited by shares is the capital verification which should be specified at the time of incorporation. Inapplicable 48. Treasury stock Inapplicable 49. Special reserve Inapplicable 50. Capital reserve In CNY End of the Beginning of the Increase in the Decrease in the Items Reporting reporting period reporting period reporting period 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 Inapplicable 51. Surplus reserve In CNY End of the Beginning of the Increase in the Decrease in the Items Reporting reporting period reporting period reporting period Period Statutory surplus reserve 94,729,200.20 0.00 0.00 94,729,200.20 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 fund Others 0.00 0.00 0.00 0.00 Total 156,714,094.20 0.00 0.00 156,714,094.20 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. Inapplicable 139 FIYTA Holdings Ltd. 2014 Semi-Annual Report 52. General risk reserve Inapplicable 53. Retained earnings In CNY Provision or Items Amount distribution proportions Before adjustment: Retained earnings 469,706,600.67 -- at the end of the previous year Retained earnings at year beginning 469,706,600.67 -- after adjustment Plus: Net profit attributable to the parent company’s owner in the report 88,283,873.10 -- period Dividend for common shares payable 39,276,787.00 Retained earnings at the end of the 518,713,686.77 -- reporting period 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 shareholders’ general meeting, the Company should disclose explicitly the amount of the profit in the dividend shared by the medium and old shareholders. 140 FIYTA Holdings Ltd. 2014 Semi-Annual Report 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 1,628,150,096.74 1,493,827,814.22 Revenue from other business 14,464,694.23 14,525,952.64 Operating costs 1,038,060,709.77 970,869,666.64 (2) Principal Businesses Based on Sectors In CNY Amount incurred in the reporting Amount incurred in the previous Sectors period period Operating Operating Operating costs Operating costs revenue revenue Commerce 1,164,509,801.05 879,130,610.80 1,133,437,634.12 847,739,810.91 Industry 420,802,528.52 148,417,710.07 321,175,473.86 110,740,242.66 Property lease 42,837,767.17 6,368,580.17 39,214,706.24 6,743,346.45 Total 1,628,150,096.74 1,033,916,901.04 1,493,827,814.22 965,223,400.02 (3) Principal Businesses Based on Products In CNY Amount incurred in the reporting Amount incurred in the previous period period Description of Products Operating Operating Operating costs Operating costs revenue revenue Sales of famous brand 1,164,509,801.05 879,130,610.80 1,133,437,634.12 847,739,810.91 watches Manufacture and sales of 391,786,607.01 131,829,910.71 309,503,274.43 104,364,504.14 FIYTA watches Property lease 42,837,767.17 6,368,580.17 39,214,706.24 6,743,346.45 Precision machining 29,015,921.51 16,587,799.36 11,672,199.43 6,375,738.52 Total 1,628,150,096.74 1,033,916,901.04 1,493,827,814.22 965,223,400.02 (4) Principal Businesses Based on Regions In CNY 141 FIYTA Holdings Ltd. 2014 Semi-Annual Report Amount incurred in the reporting Amount incurred in the previous Regions period period Operating Operating Operating costs Operating costs revenue revenue Northeast China 152,503,099.71 106,837,154.05 130,071,970.42 95,160,184.44 North China 241,303,219.12 174,784,558.99 290,411,310.16 218,987,802.61 Northwest China 287,448,335.94 206,860,118.69 270,095,282.36 199,716,950.98 Southwest China 164,673,874.58 114,716,453.05 137,226,801.31 98,473,472.78 East China 219,417,606.86 149,575,845.53 178,523,905.64 125,133,429.43 South China 562,803,960.53 281,142,770.73 487,498,544.33 227,751,559.78 Total 1,628,150,096.74 1,033,916,901.04 1,493,827,814.22 965,223,400.02 (5) Sales Income from Top Five Customers In CNY Description of the Revenue from principal Proportion in the Company’s total sales Customers business income (%) Yongan General 34,030,331.44 2.07% Merchandise Co., Ltd. Xi’an Kaiyuan Shopping 29,318,506.46 1.78% Mall Co., Ltd. Fuzhou Ocean Department 23,605,162.26 1.44% Store Co., Ltd. Jiangxi Baisheng Zhongshancheng General 23,446,825.68 1.43% Merchandise Co., Ltd. Heiwado (China) Limited 22,989,284.14 1.40% Total 133,390,109.98 8.12% Note to the operation revenues Inapplicable 55. Income from Contract Projects In CNY Accumulative Contract with fixed Accumulative cost gross profit already Amount already Contract project Amount cost already incurred confirmed (loss settled stated with “-” Accumulative Accumulative cost gross profit already Amount already Cost-plus contract Contract project Amount already incurred confirmed (loss settled stated with “-” Note to the contract project Inapplicable 142 FIYTA Holdings Ltd. 2014 Semi-Annual Report 56. Business Taxes and Surcharges In CNY Amount incurred in Amount incurred in Items Taxation Rate the reporting period the previous period The Company and its subsidiaries located in PRC Mainland pay taxable Consumption tax 43,350.43 450,766.66 consumption tax at 20% 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 income from Business tax 2,612,300.80 2,644,269.59 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 Urban maintenance and 4,168,538.63 3,566,290.79 before December 1, 2010 and construction tax 7% of the 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 Education surcharge 2,929,387.82 2,399,990.73 Office of Shenzhen Municipal People’s Government on Printing and Issuing the Provisional Measures for Administration of Collection of Local Education Surcharge in 143 FIYTA Holdings Ltd. 2014 Semi-Annual Report Shenzhen, they pay the local education surcharge at 2% of the turnover tax actually paid commencing from January 1, 2011. Others 561,139.36 537,501.80 Total 10,314,717.04 9,598,819.57 -- Note to business taxes and surcharges Inapplicable 57. Sales costs In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Wages 109,456,820.30 95,425,585.46 Long-term expenses to be 44,261,587.02 40,071,228.64 apportioned Rental 40,076,786.07 36,106,141.39 Market promotion 35,445,353.18 34,348,587.79 Shopping mall expenses 23,862,707.42 21,675,500.79 Advertisement 23,359,757.65 21,704,181.71 Labor insurance 15,913,522.74 14,991,352.99 Exhibition 13,454,428.70 8,487,347.93 Packing 6,319,352.09 6,048,382.80 Water and electricity 5,848,804.57 6,188,388.83 Others 31,762,200.65 30,289,173.53 Total 349,761,320.39 315,335,871.86 58. Administrative expenses In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Wages 46,069,762.57 41,385,108.98 R & D costs 7,024,738.13 6,620,694.71 Labor insurance 4,287,800.15 4,514,446.62 Depreciation 3,764,328.63 3,738,162.30 Business travel 3,718,879.68 2,778,620.61 Trade union budget 2,031,932.61 1,910,645.98 Meeting 1,712,332.00 1,834,405.81 144 FIYTA Holdings Ltd. 2014 Semi-Annual Report Business entertainment 1,541,236.25 1,593,464.97 Administrative expenses 1,465,787.27 1,076,165.60 Welfares 1,454,302.90 1,458,323.04 Others 11,781,092.20 11,313,945.12 Total 84,852,192.39 78,223,983.74 59. Financial Expenses In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Interest payment 47,607,241.57 43,059,131.02 Less: interest income 798,950.68 556,505.59 Exchange losses 496,600.58 -1,302,644.23 Financial service charge 6,074,327.53 6,073,587.41 Plus: Collateral charge for loans 0.00 0.00 Others 817,459.49 549,840.19 Total 54,196,678.49 47,823,408.80 60. Income from change of fair value Inapplicable 61. Return on Investment (1) Statement 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 -504,563.21 108,440.73 based on equity method Total -504,563.21 108,440.73 (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 Cause of increase/decrease in Amount incurred in Investees in the previous the report period over the the reporting period period previous period Shanghai Watch Industry Co., The return on investment in -504,563.21 108,440.73 Ltd. the long term equity of 145 FIYTA Holdings Ltd. 2014 Semi-Annual Report Shanghai Watch calculated in the reporting period includes the portion of the change of the investee’s profit amounting to CNY 269,017.17 in the reporting period and the initially assessed appreciation amount totaling CNY 773,580.38 of the investee’s assets already sold which was offset in the reporting period. Total -504,563.21 108,440.73 -- 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. Inapplicable 62. Loss from impairment of assets In CNY Amount incurred in the Amount incurred in the Items reporting period previous period I. Loss from bad debt -147,985.53 -42,202.72 II. Loss from price falling of inventories 2,755,108.79 5,000,000.00 Total 2,607,123.26 4,957,797.28 63. Non-operating income (1) About non-operating income In CNY Amount recorded in Amount incurred in Amount incurred in the the non-recurring Items the reporting period previous period gain/loss in the reporting period Total gains from disposal of 37,755.19 467,975.18 37,755.19 non-current asset Including: Income from disposal of 37,755.19 467,975.18 37,755.19 fixed assets Government subsidies 1,726,500.00 795,493.22 1,726,500.00 Others 1,425,727.38 297,969.80 1,425,727.38 Total 3,189,982.57 1,561,438.20 3,189,982.57 146 FIYTA Holdings Ltd. 2014 Semi-Annual Report Note to non-operating income Inapplicable (2) Government subsidy counted to the current gain/loss In CNY Does it belong to Projects enjoying Amount incurred in Amount incurred in Correlation with non-recurring the subsidy the reporting period the previous period assets/income gain/loss Fund for the second financed projects with 2013 Special Fund for Economic Correlation with Development 100,000.00 Yes income provided by Finance Bureau of Nanshan District (Note ①) Designated fund for development of the self-dependent innovation industry Correlation with 531,500.00 Yes in 2013 provided by income Finance Bureau of Nanshan District (Note ②) Subsidy for application for registration of the first trademarks outside Mainland China in 2014 Correlation with 70,000.00 Yes provided by Market income Supervision Administration of Shenzhen Municipality (Note ③) Subsidy for cultivation of the Correlation with local brands of 1,000,000.00 Yes income Shenzhen (Note ③) Government 20,000.00 Correlation with Yes 147 FIYTA Holdings Ltd. 2014 Semi-Annual Report subsidy for income exhibition at BASEL Watch Expo provided by Shenzhen Horologe Association (Note ⑤) Financial support to Correlation with patent projects 5,000.00 Yes income (Note ⑥) Grants for implementation of Correlation with 112,500.00 Yes the standardization income strategy Special fund for cooperation with provincial and Correlation with 236,000.00 Yes ministrial academic income and research institutions Subsidy for 2011 provided by Correlation with 60,000.00 Yes Shenzhen Horologe income Association Reward for speeding up development of Correlation with 370,000.00 Yes backbone income enterprises in Shenzhen Fund for market promotion of small Correlation with 16,993.22 Yes and medium- sized income enterprises Total 1,726,500.00 795,493.22 -- -- Note ①: It refers to the special fund for economic development obtained according to the Notice on List of Enterprises Enjoying the Support of the Designated Fund for Development of Self-dependent Innovation Industry of Nanshan District in 2013 (Second Batch from the Economic Promotion Bureau) promulgated by the Economic Promotion Bureau of Nanshan District; Note ②: It refers to the designated fund for science and technology obtained according to the Notice on List of the Second Batch of Projects Enjoying the Support of the Designated Fund for Development of Self-dependent Innovation Industry of Nanshan District in 2013 (the Part of Science and Technology); 148 FIYTA Holdings Ltd. 2014 Semi-Annual Report Note ③: It refers to the grants for application for registration of the first trademarks outside Mainland China in 2014 provided by Market Supervision Administration of Shenzhen Municipality; Note ④: It refers to the grants for the brand cultivation projects obtained according to the Circular of Economy, Trade and Information Commission of Shenzhen Municipality on List of the Brand Cultivation Projects Enjoying the Grants with the Fund for Progress of Industrial Technology in Year 2013 (SHEN JING MAO XIN XI JI CAI ZI (2013) No. 235); Note ⑤: It refers to the government subsidy for exhibition at BASEL Watch Expo 2013 provided by Shenzhen Horologe Association to the Company; Note ⑥: It refers to the appropriation for application for patents of Shenzhen in 2014 (the first batch) by Market Supervision Administration of Shenzhen Municipality. 64. Non-operating expenses In CNY Amount recorded in Amount incurred in Amount incurred in the non-recurring Items the reporting period the previous period gain/loss in the reporting period Total loss from disposal of the 31,046.62 27,315.73 non-current assets External donation 150,000.00 180,000.00 Others 369,594.26 38,870.48 Total 550,640.88 246,186.21 Note to non-operating expenses Inapplicable 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 according to the tax law and the relevant 24,868,386.04 17,674,422.82 provisions. Adjustment of deferred income tax -8,294,858.73 -3,919,237.05 Total 16,573,527.31 13,755,185.77 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 149 FIYTA Holdings Ltd. 2014 Semi-Annual Report share (diluted EPS) in different periods. Amount incurred in the report Amount incurred in the previous year Profit in the reporting year period Basic EPS Diluted EPS Basic EPS Diluted EPS Net profit attributable to 0.225 0.225 0.176 0.176 the Company’s shareholders of ordinary shares Net profit attributable to 0.219 0.219 0.173 0.173 the Company’s shareholders of ordinary 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 Amount incurred in the report year previous year Net profit attributable to the shareholders of 88,283,873.10 69,097,419.87 ordinary shares Including: Net profit attributable to continuous 88,283,873.10 69,097,419.87 operation Net profit attributable to the Company’s 86,173,160.01 68,078,232.08 shareholders of ordinary shares less non-recurring gain and loss Including: Net profit attributable to continuous 86,173,160.01 68,078,232.08 operation ②In 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 Amount incurred in the report year previous year Number of outstanding ordinary shares at year 392,767,870.00 392,767,870.00 beginning Plus: Weighted number of common shares - - issued in the current year Less: Weighted number of ordinary shares - - repurchased in the current year Weighted number of outstanding ordinary shares 392,767,870.00 392,767,870.00 150 FIYTA Holdings Ltd. 2014 Semi-Annual Report at year end 67. Other comprehensive income In CNY Items Reporting period Previous period 1. Amount of gain/loss arising from 0.00 0.00 available-for-sale financial assets Less: Influence upon income tax from 0.00 0.00 available-for-sale financial assets Net gain/loss previously recorded in other comprehensive gains transferred to the current 0.00 0.00 gain/loss Sub-total 0.00 0.00 2. The share calculated according to the equity method and enjoyed in the other comprehensive 0.00 0.00 income of the investee Less: Influence upon the income tax arising from the share calculated according to the equity 0.00 0.00 method and enjoyed in the other comprehensive income of the investee Net gain/loss previously recorded in other comprehensive gains transferred to the current 0.00 0.00 gain/loss Sub-total 0.00 0.00 3. Amount of gain/loss arising from the cash flow 0.00 0.00 hedge instrument Less: Influence upon income tax arising from 0.00 0.00 the cash flow hedge instrument Net gain/loss previously recorded in other comprehensive gains transferred to the current 0.00 0.00 gain/loss Amount of adjustment of the amount transferred 0.00 0.00 into the hedge item recognized initially Sub-total 0.00 0.00 4. Converted difference in Foreign Currency 2,263,797.96 -3,563,383.18 Statements Less: Net in disposal of overseas operation 0.00 0.00 transferred to the current gain/loss Sub-total 2,263,797.96 -3,563,383.18 5. Others 0.00 0.00 Less: Influence upon the income tax arising from others recorded in the other comprehensive 0.00 0.00 income 151 FIYTA Holdings Ltd. 2014 Semi-Annual Report Net of the gain/loss recorded previously in the other comprehensive gains transferred to the 0.00 0.00 current gain and loss Sub-total 0.00 0.00 Total 2,263,797.96 -3,563,383.18 Note to other comprehensive income Inapplicable 68. Note to the Cash Flow Statement (1) Other operation related cash received In CNY Items Amount Promotion 7,525,003.95 Government subsidies 1,726,500.00 Deposit 1,169,850.00 Interest income 798,950.68 Reserves 6,000.00 Others 4,069,750.36 Total 15,296,054.99 Note to the other operation related cash received Inapplicable (2) Other operation related cash paid In CNY Items Amount Rental 41,108,746.25 Market promotion 24,561,443.68 Advertisement 18,622,707.42 Shopping mall costs 23,359,757.65 Exhibition 9,154,428.70 R&D 5,606,420.13 Business travel 6,741,403.76 Water & power 6,559,696.66 Packing 5,848,804.57 Office 4,726,973.59 Transportation 3,539,130.41 Commission for agents 2,237,679.28 Conferences & meetings 2,213,714.36 Post and communication 1,873,003.47 Business entertainment 1,863,620.09 Others 2,523,383.87 152 FIYTA Holdings Ltd. 2014 Semi-Annual Report Total 160,540,913.89 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 Investment repayment to minority shareholders 1,400,000.00 Payment for issuing L/G 744,375.00 Other financing related charges 151,008.00 Total 2,295,383.00 Note to cash payment for other financing related activities: During the reporting period, Shenzhen World Watches Center Co., Ltd., one of the Company’s subsidiaries completed the procedures for cancellation on May 5, 2014 and recovered the investment capital amounting to CNY 1,400,000.00 and repaid investment capital amounting to CNY 1,400,000.00 to the minority shareholders. 69. Supplemental information of the cash flow statement (1) Supplemental 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 88,383,300.80 69,212,725.92 Plus: Provisions for impairment of assets 2,607,123.26 4,957,797.28 Depreciation of fixed assets, oil and gas 16,076,871.28 16,007,258.88 assets, production based biological asset Amortization of intangible assets 720,075.39 701,205.67 153 FIYTA Holdings Ltd. 2014 Semi-Annual Report Long-term expenses to be apportioned 50,918,783.48 45,529,420.78 Loss (income is stated with “-“) from disposal of fixed assets, intangible assets and other -6,708.57 -440,659.45 long term assets Financial expenses (income is stated with “-“) 47,607,241.57 43,059,131.02 Investment loss (income is stated with “-“) 504,563.21 -108,440.73 Decrease of deferred income tax asset -8,708,125.05 -1,547,836.39 (increase is stated with “-“) Decrease of inventories (increase is stated 40,945,763.21 -8,000,799.50 with “-“) Decrease of operative items receivable -89,756,578.05 -25,258,705.56 (increase is stated with “-“) Increase of operative items receivable -11,293,631.14 -10,116,297.35 (decrease is stated with “-“) Net cash flow arising from operating activities 137,998,679.39 133,994,800.57 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 159,843,756.99 95,490,125.02 Less: Opening cash balance 107,663,110.74 140,420,994.71 Net increase in cash and cash equivalents 52,180,646.25 -44,930,869.69 (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: 3. Net cash paid in acquisition of subsidiaries 0.00 0.00 and other operating units II. Information concerning disposal of -- -- subsidiaries and other operating units: 3. Net cash received from disposal of 0.00 0.00 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 159,843,756.99 107,663,110.74 III. Ending balance of cash and cash 159,843,756.99 107,663,110.74 154 FIYTA Holdings Ltd. 2014 Semi-Annual Report equivalents Note to the supplemental information of cash flow statement Inapplicable 70. Note to items in the statement of change in owner’s equity Inapplicable VIII. Accounting treatment of asset securitization business 1. Description of arrangement of the major asset securitization businesses, their accounting treatment and bankruptcy isolation articles Inapplicable 2. About the special purpose principal with no control power but substantially undertaking the Company’s risks Inapplicable IX. Related parties and related transactions 1. About the Parent Company Voting Proportion power of the proportion Company’s The Legal of the Relationshi Enterprise Place of Business Registered shares held Company’s Organizatio Parent representati parent p type Registration nature capital by the eventual n Code ve: company parent controller over the company Company (%) (%) Investing and initiating AVIC entities, Internationa Controlling Company Wu 1,110,631,9 Shenzhen domestic 41.49% 41.49% AVIC 27935122-9 l Holdings shareholder limited Guangquan 96.00 commerce, Limited supply and sales of goods Note to the Company’s Parent: 155 FIYTA Holdings Ltd. 2014 Semi-Annual Report Note: AVIC International Shenzhen Company Limited (AVIC International Shenzhen) holds the equity in AVIC International Holdings Limited by 35.63%. AVIC International Shenzhen is a wholly-owned subsidiary of AVIC International Holdings Limited (AVIC International). AVIC directly holds 62.52% of the equity in AVIC International. Therefore, the Company’s eventual controller is AVIC. 2. About the Subsidiaries Full Names Legal Shareholding Proportion of Subsidiary Enterprise Place of Business Registered Organization of representativ proportion voting power type type Registration nature capital Code Subsidiaries e: (%) (%) Controlled Limited Xu 600,000, HARMONY Shenzhen Commerce 100.00% 100.00% 279313935 subsidiary liability Dongsheng 000(CNY) FIYTA Controlled Limited Xu 10,000,000( Shenzhen Manufacture 100.00% 100.00% 715210802 Manufacture subsidiary liability Dongsheng CNY) FIYTA Hong Controlled Limited 65,060,000( Hong Kong Lu Bingqiang Commerce 100.00% 100.00% 37954781 Kong Limited subsidiary liability HKD) FIYTA Controlled Limited Xu 10,000,000( Shenzhen Manufacture 100.00% 100.00% 69396758X Technology subsidiary liability Dongsheng CNY) Controlled Limited Xu 5,000,000(C FIYTA Trade Shenzhen Commerce 100.00% 100.00% 697108950 subsidiary liability Dongsheng NY) Controlled Limited Xu 50,000,000( FIYTA Sales Shenzhen Commerce 100.00% 100.00% 57476869-2 subsidiary liability Dongsheng CNY) 3. Joint Ventures and Associates Proportion of Proportion of the Legal the shares Enterprise Place of Business Registered Company’s Organization Investees representativ held by the Relationship type Registration Nature capital voting power Code e: Company in the (%) investee (%) I. Joint venture II. Associate Shanghai Watch Watch Limited Dong CNY 15.35 Shanghai production 25.00% 25.00% Associate 134657657 Industry Co., liability Guozhang million and sales Ltd. 4. The Company’s other related parties Other related parties Relationship with the Company Organization Code CATIC Property Management Co. under the control of the same party 19219400-5 (CATIC Property) Shenzhen CATIC Building Technology under the control of the same party 743201073 156 FIYTA Holdings Ltd. 2014 Semi-Annual Report Co., Ltd.(CATIC Building Technology) Rainbow Supermarket Co., under the control of the same party 618842912 Ltd.(Rainbow Supermarket ) Shennan Circuit Co., Ltd. under the control of the same party 192195761 CATIC Real Estate Co., Ltd.(CATIC under the control of the same party 279340845 Real Estate) Shenzhen Makway Cable TV under the control of the same party 618810902 Equipment Co., Ltd.(Makway) CATIC Securities Co., Ltd.(CATIC under the control of the same party 741986153 Securities) Xi’an Tianyue Hotel Co., Ltd.(Tianyue under the control of the same party 76197033-5 Hotel) Shenzhen CATIC Nanguang Elevator Engineering Co., Ltd.(CATIC under the control of the same party 192350741 Nanguang) Shenzhen CATIC City Property Development Co., Ltd. (CATIC City under the control of the same party 676667833 Property ) Shenzhen CATIC City Development under the control of the same party 192194005 Co., Ltd.(CATIC City Development) Shenzhen CATIC Guanlan Real Estate Development Co., Ltd.(CATIC Guanlan under the control of the same party 763495945 Real Estate) Shenzhen CATIC Changtai Investment Development Co.,Ltd.(CATIC under the control of the same party 732047808 Changtai) Shenzhen CATIC Jiufang Assets Management Co., Ltd.(CATIC Jiufang under the control of the same party 580064616 Assets) Ganzhou CATIC Real Estate Development Co., Ltd.(Ganzhou under the control of the same party 664794739 CATIC Real Estate) Shenzhen CATIC City Investment Co., under the control of the same party 279340845 Ltd.(CATIC City Investment) Chengdu CATIC Real Estate Development Co., Ltd.(Chengdu under the control of the same party 66047931X CATIC Real Estate) CATIC Electronic Measuring Instruments Co., Ltd.(CATIC Electronic under the control of the same party 745016111 Measuring Instruments) Shenzhen CATIC Theme Real Estate under the control of the same party 618811913 Co., Ltd.(CATIC Theme Real Estate) AVIC International Shenzhen Company holding company 19034036-3 Limited 157 FIYTA Holdings Ltd. 2014 Semi-Annual Report Shenzhen CATIC Enterprise Group under the control of the same party - Training Center Note to the Company’s other related parties Inapplicable 5. Related transactions (1) Statement of Commodities Purchased and Labor Services Received In CNY Amount incurred in the reporting Amount incurred in the previous period period Pricing of related Proportion Proportion Description of Related transactions and in the in the Related Parties Transactions decision making amount of amount of Amount Amount procedures the similar the similar transaction transaction s (%) s (%) Property management CATIC Property Negotiated price 765,635.66 100.00% 572,579.12 100.00% fee Shenzhen CATIC Enterprise Group Training fee Negotiated price 0.00 0.00% 142,437.90 12.54% Training Center Rainbow Supermarket Shopping mall expenses Negotiated price 1,531,106.86 6.55% 1,373,419.14 5.36% Statement of Sales of Goods and Supply of Labor Services In CNY Amount incurred in the reporting Amount incurred in the previous period period Pricing of related Proportion Proportion Description of Related transactions and in the in the Related Parties Transactions decision making amount of amount of Amount Amount procedures the similar the similar transaction transaction s (%) s (%) Rainbow Supermarket Sales of products Negotiated price 39,858,340.52 2.43% 39,047,964.44 2.57% AVIC Sales of products Negotiated price 650,286.32 0.04% 1,328,029.06 0.09% Shennan Circuit Co., Sales of materials Negotiated price 15,005,995.58 0.91% 7,357,604.78 0.49% Ltd. (2) Related trust/contract Inapplicable 158 FIYTA Holdings Ltd. 2014 Semi-Annual Report (3) Related Leases Statement of leases In CNY Rental Basis for Lease income Lease starting determining Lessor Lessees Leased asset termination recognized in date the lease date the reporting income period The CATIC Real Negotiated Property May 16, 2012 May 15, 2015 754,416.00 Company Estate price The CATIC October 1, September Negotiated Property 1,330,272.00 Company Property 2012 30, 2015 price The CATIC September September Negotiated Property 536,760.00 Company Securities 16, 2013 16, 2014 price The CATIC City Negotiated Property May 16, 2012 May 16, 2015 11,160.00 Company Property price The CATIC City Negotiated Property May 16, 2012 May 16, 2015 11,160.00 Company Development price CATIC The Negotiated Guanlan Real Property May 16, 2012 May 16, 2015 44,640.00 Company price Estate The CATIC Negotiated Property May 16, 2012 May 16, 2015 642,816.00 Company Changtai price The January 1, December 31, Negotiated Tianyue Hotel Property 2,708,299.98 Company 2014 2014 price The Rainbow Negotiated Property May 1, 2013 April 30, 2016 224,280.02 Company Supermarket price The CATIC City Negotiated Property May 16, 2012 May 15, 2015 45,012.00 Company Investment price CATIC The June 30, Negotiated Jiufang Property July 1, 2013 181,818.00 Company 2016 price Assets CATIC The Negotiated Theme Real Property May 16, 2012 May 15, 2015 472,812.00 Company price Estate AVIC The January 1, February 28, Negotiated International Property 210,270.00 Company 2014 2014 price Shenzhen Statement of Tenancies In CNY Lease starting Lease Basis for Rent Lessor Lessees Leased asset date termination determining recognized in 159 FIYTA Holdings Ltd. 2014 Semi-Annual Report date the rent the reporting period Ganzhou August 1, August 30, Negotiated CATIC Real HARMONY Shop 501,799.74 2012 2017 price Estate Chengdu CATIC Real October 28, October 27, Negotiated HARMONY Shop 404,994.68 Estate Co., 2011 2016 price Ltd. Description of related leases Inapplicable (4) Related guarantee In CNY Has the Amount in Guarantee Expiry of Guarantor Guarantee guarantee been guarantee starting date guarantee implemented? February 25, February 24, The Company HARMONY 60,000,000.00 No 2014 2015 The Company HARMONY 50,000,000.00 July 18, 2013 July 17, 2014 No December 12, The Company HARMONY 50,000,000.00 June 13, 2014 No 2014 February 27, February 26, The Company HARMONY 20,000,000.00 No 2014 2015 September 5, The Company HARMONY 30,000,000.00 March 6, 2014 No 2014 The Company HARMONY 30,000,000.00 May 9, 2014 May 8, 2015 No The Company HARMONY 27,000,000.00 May 27, 2014 May 26, 2015 No December 30, December 29, The Company HARMONY 100,000,000.00 No 2013 2014 FIYTA Hong November 9, The Company 23,817,000.00 October 5, 2014 No Kong Limited 2012 FIYTA Hong The Company 15,878,000.00 October 5, 2012 October 5, 2014 No Kong Limited FIYTA Hong The Company 39,695,000.00 July 15, 2013 July 11, 2016 No Kong Limited FIYTA Hong The Company 39,695,000.00 August 5, 2013 August 5, 2016 No Kong Limited FIYTA Hong The Company 15,878,000.00 January 1, 2014 July 11, 2016 No Kong Limited FIYTA Hong January 27, The Company 7,939,000.00 July 11, 2016 No Kong Limited 2014 The Company FIYTA Hong 15,878,000.00 March 3, 2014 January 11, No 160 FIYTA Holdings Ltd. 2014 Semi-Annual Report Kong Limited 2017 HARMONY The Company 70,000,000.00 October 8, 2013 October 7, 2014 No February 12, February 11, HARMONY The Company 40,000,000.00 No 2014 2015 February 19, February 18, HARMONY The Company 90,000,000.00 No 2014 2015 September 24, September 23, HARMONY The Company 50,000,000.00 No 2013 2014 AVIC International December 24, December 24, The Company 361,928.00 No Holdings 2013 2023 Limited AVIC International January 15, December 24, The Company 5,000,000.00 No Holdings 2014 2023 Limited CATIC February 27, February 26, The Company 400,000,000.00 No Shenzhen 2013 2016 Note to the related guarantees Inapplicable (5) Lending and Borrowing with Related Parties In CNY Related party Amount involved Starting date Expiry date Note Borrowing AVIC International 150,000,000.00 May 26, 2014 May 22, 2015 Holdings Limited Lending (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 161 FIYTA Holdings Ltd. 2014 Semi-Annual Report Beginning of the reporting End of the reporting period period Items Related Parties Bad debt Bad debt Book balance Book balance reserve reserve Rainbow Accounts receivable 4,085,198.33 204,259.92 2,154,095.08 107,704.75 Supermarket AVIC 630,779.00 31,538.95 644,059.00 32,202.95 Shennan Circuit 2,305,125.44 115,256.27 10,884,289.63 544,214.48 Co., Ltd. CATIC Electronic Measuring 34,216.60 1,710.83 197,396.00 9,869.80 Instruments Total 7,055,319.37 352,765.97 13,879,839.71 693,991.98 Shennan Circuit Notes receivable 16,200,559.00 0.00 7,000,000.00 0.00 Co., Ltd. CATIC Electronic Measuring 0.00 0.00 100,000.00 0.00 Instruments Total 16,200,559.00 0.00 7,100,000.00 0.00 Rainbow Other receivables 176,429.60 8,821.48 167,856.60 8,392.83 Supermarket Tianyue Hotel 1,999,999.98 100,000.00 1,750,000.00 87,500.00 Shenzhen CATIC 150,000.00 7,500.00 11,424.70 571.24 Enterprise Group Training Center Chengdu CATIC Real Estate Co., 100,536.00 5,026.80 115,616.40 5,780.82 Ltd. Ganzhou CATIC 122,665.60 6,133.28 122,665.60 6,133.28 Real Estate CATIC Property 0.00 0.00 6,700.00 335.00 Total 2,549,631.18 127,481.56 2,174,263.30 108,713.17 Accounts payable to the related parties In CNY Amount at the Amount at the end of Items Related Parties beginning of the the reporting period reporting period CATIC Electronic Account payable 0.00 45,549.40 Measuring Instruments Total 0.00 45,549.40 Advance receipt AVIC 0.00 15,469.00 Total 0.00 15,469.00 162 FIYTA Holdings Ltd. 2014 Semi-Annual Report CATIC Building Other payables 8,227.10 8,227.10 Technology CATIC Nanguang 3,354.90 3,354.90 CATIC City Investment 37,700.00 37,700.00 CATIC Securities 178,920.00 178,920.00 CATIC Real Estate 424,800.00 424,800.00 CATIC Changtai 221,712.00 221,712.00 Rainbow Supermarket 60,000.00 60,000.00 CATIC Jiufang Assets 60,606.00 60,606.00 Chengdu CATIC Real 0.00 4,364.60 Estate Co., Ltd. AVIC International 150,000,000.00 0.00 Holdings Limited Total 150,995,320.00 999,684.60 163 FIYTA Holdings Ltd. 2014 Semi-Annual Report X. Share-based payment 1. General of share-based payment Inapplicable 2. Share-based payment settled by equity Inapplicable 3. Share-based payment settled by cash Inapplicable 4. Share-based payment for services Inapplicable 5. Amendment and termination of share-based payment Inapplicable (XI) Contingencies 1. Contingent liabilities arising from unsettled lawsuits/arbitration and the influence upon the finance Inapplicable 2. Contingent liabilities resulted from debt guarantee offered by other organizations and the financial influence Inapplicable (XII) Commitments 1. Important Commitments (1) Capital commitment Items Year end Year beginning Already signed but not yet recognized in the financial statement - Commitment for purchase/construction of 216,827,942.99 7,117,817.60 long term asset 164 FIYTA Holdings Ltd. 2014 Semi-Annual Report (2) Operation lease commitments: The irrevocable operation lease contracts executed between the Group and external parties by the balance sheet day are as follows: Items Year end Year beginning Minimum rent payment for the irrevocable operation lease: 1st year after the balance sheet day 19,105,651.01 39,333,248.01 2nd year after the balance sheet day 25,091,615.54 25,091,639.54 3rd year after the balance sheet day 10,772,387.77 10,776,187.77 Subsequent years 6,240,000.00 6,241,600.00 Total 61,209,654.32 81,442,675.32 2. Implementation of the commitments in the previous period Inapplicable XIII. Sequential Events after the Balance Sheet Day 1. Note to important sequential events after the balance sheet day Inapplicable 2. Note to profit distribution after the balance sheet day Inapplicable In CNY Profit or dividend to be distributed 39,276,787.00 Profit or dividend announced for distribution after 39,276,787.00 review and approval 3. Note to other sequential events after the balance sheet day With approval of the 8th meeting of the Seventh Board of Directors held on February 27, 2014 and 2013 Annual General Meeting held on June 10, 2014, the Company determined the profit distribution plan in 2013 which is summarized as follows: with 392,767,870 shares as at December 31,2013 as the base, the Company was to distribute cash dividend to the whole shareholders at the rate of CNY 1.00 for every 10 shares (with tax inclusive), the total amount of cash dividend to be distributed was CNY 39,276,787.00. The aforesaid profit distribution plan was fully implemented by August 4, 2014. 165 FIYTA Holdings Ltd. 2014 Semi-Annual Report XIV. Note to Other Important Matters 1. Non-monetary assets exchange Inapplicable 2. Debt restructuring Inapplicable 3. Enterprise Consolidation Inapplicable 4. Lease Inapplicable 5. Outstanding convertible financial instruments at the end of the reporting period Inapplicable 6. Assets and liabilities measured based on faire value In CNY Gain/loss from Change of Provision for Amount at the end Beginning of the change of fair accumulative fair Items impairment in the of the reporting reporting period value in the value counted to reporting period period reporting period gain/loss Financial asset Total of the above 0.00 0.00 0.00 0.00 0.00 Financial liabilities 0.00 0.00 0.00 0.00 0.00 7. Foreign currency financial asset and foreign currency financial liabilities In CNY Gain/loss from Change of Provision for Amount at the end Beginning of the change of fair accumulative fair Items impairment in the of the reporting reporting period value in the value counted to reporting period period reporting period gain/loss Financial asset Subtotal of financial 0.00 0.00 0.00 0.00 0.00 asset Financial liability 0.00 0.00 0.00 0.00 0.00 166 FIYTA Holdings Ltd. 2014 Semi-Annual Report 8. Main contents and significant change of the annuity plan Inapplicable 9. Others 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 Prop Propo Propo Propo Amount ortio Amount Amount Amount rtion rtion rtion n Accounts receivable for which bad debt reserve has been provided based on the combination Grouping based on the accounting age Grouping of the 219,193,03 100. 239,193,03 100.0 0.00 0.00% 0.00 0.00% designated accounts 9.81 00% 9.81 0% 219,193,03 100. 239,193,03 100.0 Subtotal of grouping 0.00 0.00% 0.00 0.00% 9.81 00% 9.81 0% 219,193,03 239,193,03 Total -- 0.00 -- -- 0.00 -- 9.81 9.81 Note to the categories of accounts receivable Accounts receivable with significant single amount and with reserve for bad debt provided on single item basis at the end of the reporting period Inapplicable In grouping, accounts receivable with the reserve for bad debt provided based on the age analysis method. Inapplicable In grouping, the account receivable for which the reserve for bad debt provided based on the percentage balance method Inapplicable 167 FIYTA Holdings Ltd. 2014 Semi-Annual Report In grouping, the account receivable for which the reserve for bad debt provided based on other method In CNY Description Book balance Bad debt reserve Grouping of the designated 219,193,039.81 0.00 accounts Total 219,193,039.81 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 (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 Relationship Proportion in the Organization Names with the Amount Year Nature total accounts Company receivable FIYTA Sales Co., Subsidiary 219,193,039.81 Within a year Trade 100.00% Ltd. receivable Total - 219,193,039.81 - 17.18% (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., Ltd. Subsidiary 219,193,039.81 Within a year 100.00% Total -- 219,193,039.81 -- 100.00% (7) Accounts due from related parties In CNY 168 FIYTA Holdings Ltd. 2014 Semi-Annual Report Relationship with the Proportion in the total Organization Names Amount Company accounts receivable (%) FIYTA Sales Co., Ltd. Subsidiary 219,193,039.81 100.00% Total -- 219,193,039.81 100.00% (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 Propor Propor Propor Propor Amount tion Amount tion Amount tion Amount tion (%) (%) (%) (%) Other receivables for which bad debt reserve has been provided based on the grouping Grouping based on the 2,853,479.08 0.22% 170,331.13 5.97% 2,511,372.60 0.19% 153,225.81 6.10% accounting age Grouping of the designated 99.78 99.81 1,272,705,268.80 0.00 0.00% 1,335,273,187.22 0.00 0.00% accounts % % 100.00 100.00 Subtotal of grouping 1,275,558,747.88 170,331.13 0.01% 1,337,784,559.82 153,225.81 0.01% % % Total 1,275,558,747.88 -- 170,331.13 -- 1,337,784,559.82 -- 153,225.81 -- 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 Proport Bad debt reserve Proport Bad debt reserve Amount Amount ion (%) ion (%) Within a year Including: -- -- -- -- -- -- 169 FIYTA Holdings Ltd. 2014 Semi-Annual Report Subtotal within 93.87 91.44 2,678,444.25 133,922.21 2,296,287.70 116,816.88 a year % % 93.87 91.44 1 to 2 years 2,678,444.25 133,922.21 2,296,287.70 116,816.88 % % 2 to 3 years 110,000.00 3.85% 11,000.00 110,000.07 4.38% 11,000.01 Over 3 years 35,542.50 1.25% 10,662.75 35,542.50 1.41% 10,662.75 Total 29,492.33 1.03% 14,746.17 69,542.33 2.77% 14,746.17 Total 2,853,479.08 -- 170,331.13 2,511,372.60 -- 153,225.81 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 1,272,705,268.80 0.00 Total 1,272,705,268.80 Other receivables with insignificant single amount and provision of bad debt reserve on individual basis at the end of the 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 Proportion in Relationship with Nature the total of the Company names Amount Years the Company other receivables (%) HARMONY Subsidiary 992,622,894.30 Within a year current account 77.82% FIYTA Sales Subsidiary 143,718,187.30 Within a year current account 11.27% Emile Chouriet Shenzhen Subsidiary 49,352,735.87 Within a year current account 3.87% FIYTA Manufacture Subsidiary 34,815,198.29 Within a year current account 2.73% 170 FIYTA Holdings Ltd. 2014 Semi-Annual Report FIYTA Trade Subsidiary 28,164,323.42 Within a year current account 2.21% FIYTA Technology Subsidiary 22,340,388.56 Within a year current account 1.75% Shenzhen CATIC Hotel Controlled by the 1,999,999.98 Within a year Rent receivable 0.16% Management Co., Ltd. same parent company FIYTA Hong Kong Limited Subsidiary 1,147,471.00 Within a year current account 0.09% Total - 1,274,161,198.7 - 99.89% 2 (6) Top Five Debtors of the Other Receivables In CNY Proportion in the total Relationship with the Company names Amount Years of the other receivables Company (%) HARMONY Subsidiary 992,622,894.30 Within a year 77.82% FIYTA Sales Subsidiary 143,718,187.30 Within a year 11.27% Emile Chouriet Subsidiary 49,352,735.87 Within a year 3.87% Shenzhen FIYTA Manufacture Subsidiary 34,815,198.29 Within a year 2.73% FIYTA Trade Subsidiary 28,164,323.42 Within a year 2.21% Total -- 1,248,673,339.18 -- 97.90% (7) Other receivables from related parties In CNY Relationship with the Proportion in the total of the Company names Amount Company other receivables (%) HARMONY Subsidiary 992,622,894.30 77.82% FIYTA Sales Subsidiary 143,718,187.30 11.27% Emile Chouriet Shenzhen Subsidiary 49,352,735.87 3.87% FIYTA Manufacture Subsidiary 34,815,198.29 2.73% FIYTA Trade Subsidiary 28,164,323.42 2.21% FIYTA Technology Subsidiary 22,340,388.56 1.75% Shenzhen CATIC Hotel Controlled by the same 1,999,999.98 0.16% Management Co., Ltd. parent company FIYTA Hong Kong Limited Subsidiary 1,147,471.00 0.09% Shenzhen CATIC Group Controlled by the same 150,000.00 0.01% Training Center parent company Total -- 1,274,311,198.72 99.91% 171 FIYTA Holdings Ltd. 2014 Semi-Annual Report (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 inconsiste nce of Percentag Provision Voting percentag Cash e of equity reserve Initial power e of equity dividend in Accountin Opening Increase/D Ending in the Impairmen provided in Investees investment percentag in the the g method balance ecrease balance investee t reserve the cost e in the investees reporting reporting investee with Voting period period power percentag e Shenzhen Harmony World Cost 601,307,2 601,307,2 601,307,2 Inapplicabl 0.00 100.00% 100.00% 0.00 0.00 0.00 Watches method 00.00 00.00 00.00 e Center Co., Ltd. Shenzhen World Cost 1,400,000. 1,400,000. -1,400,000 Inapplicabl Watches 0.00 50.00% 50.00% 0.00 0.00 0.00 method 00 00 .00 e Center Co., Ltd. Xi’an Cost Inapplicabl Tangcheng 85,000.00 85,000.00 0.00 85,000.00 0.10% 0.10% 0.00 0.00 0.00 method e Co., Ltd. Shenzhen Harmony Culture Cost 300,000.0 300,000.0 300,000.0 Inapplicabl 300,000.0 0.00 15.00% 15.00% 0.00 0.00 Communic method 0 0 0 e 0 ation Co., Ltd. Harbin Cost 125,000.0 125,000.0 125,000.0 Inapplicabl 0.00 100.00% 100.00% 0.00 0.00 0.00 Harmony method 0 0 0 e 172 FIYTA Holdings Ltd. 2014 Semi-Annual Report World Watches Co., Ltd. Shenzhen FIYTA Sophisticat ed Cost 9,000,000. 9,000,000. 9,000,000. Inapplicabl 0.00 100.00% 100.00% 0.00 0.00 0.00 Timepiece method 00 00 00 e s Manufactu re Co., Ltd. FIYTA (Hong Cost 55,367,52 55,367,52 55,367,52 Inapplicabl 0.00 100.00% 100.00% 0.00 0.00 0.00 Kong) method 0.00 0.00 0.00 e Co.,Ltd. Shenzhen FIYTA Technolog Cost 10,000,00 10,000,00 10,000,00 Inapplicabl y 0.00 100.00% 100.00% 0.00 0.00 0.00 method 0.00 0.00 0.00 e Developm ent Co., Ltd. Shenzhen Symphony Cost 5,000,000. 5,000,000. 5,000,000. Inapplicabl 0.00 100.00% 100.00% 0.00 0.00 0.00 Trading method 00 00 00 e Co., Ltd. FIYTA Cost 50,000,00 50,000,00 50,000,00 Inapplicabl Sales Co., 0.00 100.00% 100.00% 0.00 0.00 0.00 method 0.00 0.00 0.00 e Ltd. Shanghai Watch Equity 39,916,50 43,237,94 -504,563.2 42,733,37 Inapplicabl 25.00% 25.00% 0.00 0.00 0.00 Industry method 0.00 0.12 1 6.91 e Co., Ltd. 772,501,2 775,822,6 -1,904,563 773,918,0 300,000.0 Total -- -- -- -- 0.00 0.00 20.00 60.12 .21 96.91 0 Note to investment in long term equity: During the reporting period, the Company completed cancellation of Shenzhen World Watches Center Co., Ltd., one of the Company’s subsidiaries, on May 5, 2014, and recovered investment capital amounting to CNY 1,400,000.00. 4. Operating Revenue and Costs (1) Operating Revenue 173 FIYTA Holdings Ltd. 2014 Semi-Annual Report In CNY Amount incurred in the reporting Amount incurred in the previous Items period period Revenue from principal 42,966,203.07 44,722,706.24 business Revenue from other 50,379.57 business Total 42,966,203.07 44,773,085.81 Operating costs 6,497,016.07 6,806,000.42 (2) Principal Businesses Based on Sectors In CNY Amount incurred in the previous Amount incurred in the reporting period Sectors period Operating revenue Operating costs Operating revenue Operating costs Property lease 42,837,767.17 6,368,580.17 44,722,706.24 6,743,346.45 Industry 128,435.90 128,435.90 Total 42,966,203.07 6,497,016.07 44,722,706.24 6,743,346.45 (3) Principal Businesses Based on Products In CNY Amount incurred in the previous Amount incurred in the reporting period Description of Products period Operating revenue Operating costs Operating revenue Operating costs Property lease 42,837,767.17 6,368,580.17 44,722,706.24 6,743,346.45 Manufacture & sales of 128,435.90 128,435.90 FIYTA watches Total 42,966,203.07 6,497,016.07 44,722,706.24 6,743,346.45 (4) Principal Business (based on regions) In CNY Amount incurred in the previous Amount incurred in the reporting period Regions period Operating revenue Operating costs Operating revenue Operating costs Northeast China North China Northwest China 2,708,299.98 2,700,634.30 1,750,000.00 2,114,283.80 Southwest China East China South China 40,257,903.09 3,796,381.77 42,972,706.24 4,629,062.65 174 FIYTA Holdings Ltd. 2014 Semi-Annual Report Total 42,966,203.07 6,497,016.07 44,722,706.24 6,743,346.45 (5) Operating revenue from the company’s top five customers In CNY Proportion in the Description of the Customers Total operating revenue Company’s total sales income (%) Shenzhen Tencent Computer System Co., Ltd. 15,711,703.00 36.57% Oracle Software Research and Development 2,798,580.00 6.51% (Shenzhen) Co., Ltd. Shenzhen CATIC Hotel Management Co., Ltd. 2,708,299.98 6.30% China Construction Bank Co., Ltd., Shenzhen 1,862,208.00 4.33% Branch Industry and Commercial Bank of China Co., Ltd. 1,420,317.36 3.31% Total 24,501,108.34 57.02% Note to the operating revenue Inapplicable . Return on investment (1) Statement 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 98,601,444.91 74,971,478.14 cost method Return on long term equity investment based on -504,563.21 108,440.73 equity method Total 98,096,881.70 75,079,918.87 (2) Return on long term equity investment based on cost method In CNY Amount incurred Amount incurred Cause of increase/decrease in Investees in the reporting in the previous the report period over the period period previous period Shenzhen FIYTA Sophisticated The investee’s net profit 98,601,444.91 64,933,629.27 Timepieces Manufacture Co., Ltd. increased in 2013 over 2012 Shenzhen FIYTA Technology The investee’s retained 0.00 10,037,848.87 Development Co., Ltd. earnings at the end of the year Total 98,601,444.91 74,971,478.14 -- (3) Return on long term equity investment based on equity method 175 FIYTA Holdings Ltd. 2014 Semi-Annual Report In CNY Amount incurred Amount incurred Cause of increase/decrease in Investees in the reporting in the previous the report period over the period period previous period The return on the long term equity investment in Shanghai Watch Industry calculated in the reporting period includes the enjoyable share of the change of the investee’s profit Shanghai Watch Industry Co., Ltd. -504,563.21 108,440.73 amounting to CNY 269,017.17 and the initially appraised appreciation of the investee’s sold assets amounting to CNY 773,580.38 as offset in the reporting period. Total -504,563.21 108,440.73 -- Note to the return on investment Inapplicable 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 106,199,470.46 82,763,509.21 Plus: Provisions for impairment of assets -4,394.68 210,607.55 Depreciation of fixed assets, oil and gas assets, 7,383,518.35 7,480,004.66 production based biological asset Amortization of intangible assets 714,415.41 695,545.69 Long-term expenses to be apportioned 814,361.94 4,662,349.88 Loss (income is stated with “-“) from disposal of fixed -25,457.85 0.00 assets, intangible assets and other long term assets Loss on retirement of fixed assets (income is stated 0.00 0.00 with “-“) Loss from change of fair value ((income is stated with 0.00 0.00 “-“) Financial expenses (income is stated with “-“) 1,471,843.10 0.00 Investment loss (income is stated with “-“) -98,096,881.70 -75,079,918.87 Decrease of deferred income tax asset (increase is 0.00 69,848.11 stated with “-“) Increase of deferred income tax asset (decrease is 0.00 0.00 stated with “-“) 176 FIYTA Holdings Ltd. 2014 Semi-Annual Report Decrease of inventories (increase is stated with “-“) 0.00 62,653.97 Decrease of operative items receivable (increase is 118,627,608.11 -176,854,871.80 stated with “-“) Increase of operative items receivable (decrease is -2,493,847.51 -5,136,726.22 stated with “-“) Others 0.00 0.00 Net cash flow arising from operating activities 134,590,635.63 -161,126,997.82 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 45,096,060.51 31,841,346.45 Less: Opening cash balance 27,929,968.24 51,372,778.02 Net increase in cash and cash equivalents 17,166,092.27 -19,531,431.57 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: Gain/loss from disposal of Loss from disposal of non-current assets, including part of the obsolete office the part written-off with the provision for impairment 6,708.57 fixed assets in the of assets reporting period. Government subsidy recognized in current gains and losses (excluding those closely related to the For the detail, refer to Company’s business and granted under the state’s 1,726,500.00 Note 63 (2) government policies according to certain quota of amount or subsidy volume) Other various Income and expenses from the business other than 906,133.12 non-operating revenue the above items and expenditure Less: Amount affected by the income tax 528,628.60 Total 2,110,713.09 -- It is necessary to explain the reason on item-by-item disclosure and confirmation for the government subsidy counted to the current gain/loss as recurring gain/loss. Inapplicable 2. Discrepancy in accounting data between IAS and CAS (1) Discrepancy in net profit and net assets as disclosed in the financial report respectively according to IAS and CAS 177 FIYTA Holdings Ltd. 2014 Semi-Annual Report In CNY Net profit attributable to the Company’s Net asset attributable to the shareholders Company’s shareholders End of the Beginning of the Reporting period Previous period reporting period reporting period Based on CAS 88,283,873.10 69,097,419.87 1,587,697,962.33 1,536,434,684.56 Items and amount adjusted according to IAS (2) Discrepancy in net profit and net assets as disclosed in the financial report respectively according to the accounting standards outside Mainland China and CAS In CNY Net profit attributable to the Company’s Net asset attributable to the shareholders Company’s shareholders End of the Beginning of the Reporting period Previous period reporting period reporting period Based on CAS 88,283,873.10 69,097,419.87 1,587,697,962.33 1,536,434,684.56 Items and amount adjusted according to the accounting standards outside Mainland China (3) Note to the discrepancy in accounting data under the accounting standards outside Mainland China 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 shareholders of ordinary 5.58% 0.225 0.225 shares Net profit attributable to the Company’s shareholders of ordinary 5.44% 0.219 0.219 shares less the non-recurring gains/losses 4. Notes to the Abnormalities in the Major Items of the Company’s Accounting Statements and the Causes (1) Items on the Balance Sheet A. Monetarty fund amounted to CNY 159,843,756.99, a 48.47% growth over year beginning. The growth 178 FIYTA Holdings Ltd. 2014 Semi-Annual Report was mainly due to a. the operational net cash flow-in in the reporting period amounting to CNY 138 million; b. cash payment for purchase/construction of fixed assets, intangible assets and other long term asset in the reporting period amounting to about CNY 64.60 million. c. investment for construction of Guangming New Zone project amounting to CNY 12.59 million; d. net cash flow-in from the newly added bank loan amounting to about CNY 50.75 million e. interest payment in the reporting period and the first year interest for the company bonds amounting to about CNY 57.37 million; B. Notes receivable at the end of the reporting period amounted to CNY 18,942,659.00, a growth of 166.80% over the year beginning. The growth was mainly due to that FIYTA Technology, one of the Company’s subsidiaries, settled the trade receivables with its customers by means of notes receivable; C. Accounts receivable at the end of the reporting period amounted to CNY 429,298,599.75, a 32.31% growth over the year beginning. The growth was mainly due to that the overall sales size kept growing while the interim settlement of the shopping mail’s normal settlement period relatively lagged behind. D. The advance payment at the end of the reporting period amounted to CNY 30,242,553.26, a 30.46% drop over the year beginning. The drop was mainly due to that partial advance payment for shop refurbishment was already settled in the current year; E. The other receivables at the end of the reporting period amounted to CNY 48,674,506.86, a 20.37% growth over the year beginning. The growth was mainly due to that payment for the counter security deposit increased. F. Inventories at the end of the reporting period amounted to CNY 2,082,397,057.72, a 1.93% drop over the year beginning. The drop was mainly due to that the Company took measures and effectively controlled the growth of inventories; G. Other current assets at the end of the reporting period amounted to CNY 9,297,764.83, a 69.82% drop over the year beginning. The drop was mainly due to that the input VAT to be offset at the beginning of the reporting period was already offset in the reporting period; H. Fixed assets at the end of the reporting period amounted to CNY318,971,712.52, a 3.94% growth over the year beginning. The growth was mainly due to that the refurbishment and restructuring of Xi’an FIYTA Building was successfully completed upon inspection; I. The construction-in-process at the end of the reporting period amounted to CNY 20,154,445.12, a 204.99% growth over the year beginning. The growth was mainly due to the investment for construction of the watch production base at Guangming New Zone in the reporting period; 179 FIYTA Holdings Ltd. 2014 Semi-Annual Report J. Deferred income tax asset at the end of the reporting period amounted to CNY 8,708,125.05, a 11.74% growth over the year beginning. The growth was mainly due to increase of the internal sales profit unrealized in the reporting year; K. Short term loan at the end of the reporting period amounted to CNY 880,000,000.00, a 13.98% decrease over the year beginning. The decrease was mainly due to that the Company borrowed CNY 150,000,000.00 from AVIC International Holdings Limited, for replacing the bank’s short term loan and counted to item of other payables for counting; L. The accounts payable at the end of the reporting period amounted to CNY 194,912,347.73, a 12.34% decrease over the year beginning. The decrease was mainly due to that the Company controlled the purchase progress and size in the reporting period and the payment for goods unsettled at the end of the reporting period decreased; M. Advance receipt at the end of the reporting period amounted to CNY 16,871,862.79, a 74.53% growth over the year beginning. The growth was mainly due to increase of the payment for goods received in advance from the customers in the reporting period. N. Other payables at the end of the reporting period amounted to CNY 191,384,823.80, a 397.69% growth over the year beginning. The growth was mainly due to that the Company borrowed CNY 150,000,000.00 from AVIC International Holdings Limited in the reporting period for replacing the bank short term loan; O. Other current liabilities at the end of the reporting period amounted to CNY 14,807,907.72, a 200.71% growth over the year beginning. The growth was mainly due to increase of the accrued expenses in the current year; P. Long term loan at the end of the reporting period amounted to CNY 218,121,283.35, a 25.88% growth over the year beginning. The growth was mainly due to the supplementation of the Company’s operating capital; (2) Items on the Statement of Profit A. The Company realized operating revenue from January to June, 2014 amounting to CNY 1,642,614,790.97, an 8.90% growth over the same period of the previous year. The growth was mainly due to that sales income from FIYTA brand watches and famous brand watches increased over the same period of the previous year; 180 FIYTA Holdings Ltd. 2014 Semi-Annual Report B. The operating costs incurred from January to June, 2014 amounted to CNY 10,380,60709.77, a 6.92% growth over the same period of the previous year. The growth was mainly due to growth of revenue. The discrepancy between its growth proportion and the growth proportion of the operating revenue was 1.98%. The discrepancy was mainly due to that the product structure changed; C. The sales costs incurred from January to June, 2014 amounted to CNY 349,761,320.39, a 10.92% growth over the same period of the previous year. The growth was mainly due to that: a) expansion of the business size lead to increase of the employees’ remuneration amounting to CNY 14.03 million; b) expansion of shops lead to growth of expenses to be apportioned, such as the counter refurbishment costs, by CNY 4.19 million; c) such costs for FIYTA watch promotion, planning activities, etc., as market promotion expenses, advertisement expenses and exhibition costs, etc. increased by about CNY 8.25 million; d) increase of shops lead to increase of payment for rental, shopping mall expenses, etc. by CNY 5.63 million. D. Administrative expenses incurred from January to June, 2014 amounted to CNY 8,485,2192.92, an 8.47% growth over the same period of the previous year. The growth was mainly due to that expansion of the business size lead to increase of the employees’ remuneration; E. Financial costs incurred from January to June, 2014 amounted to CNY 54,196,678.49, a 13.33% growth over the same period of the previous year. The growth was mainly due to growth of the loan size and some rise of the market interest rate of loans in the current year. 181 FIYTA Holdings Ltd. 2014 Semi-Annual Report Section 10 Documents Available for Inspection I. Accounting Statements signed by and affixed with the seals of the legal representative, chief accountant and chief financial officer. 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 in the reporting period. Note: Table of contents of the documents the Company should disclose include: (I) Financial statements signed by and affixed with the seals of the legal representative, chief financial officer and manager of the accounting department. (II) Original of the auditor’s report (if any) signed by and affixed with the official seal of the accounting firm and signed by and affixed with the seal of the CPAs. (III) Originals of all the Company’s documents and manuscripts of the announcements disclosed on the website designated by China Securities Regulatory Commission in the reporting period. (IV) The Semi-annual Report published in other stock market. 182