FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Stock Code: 000026 200026 Short Form of Stock: FIYTA A, FIYTA B Bond Code: 112152 Short Form of Bond: 12 FIYTA Bond Announcement No: 2015-041 FIYTA Holdings Ltd. 2015 3rd Quarterly Report, Text 1 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Section 1 Important Notice The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives hereby individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are neither material omissions nor errors which would render any statement misleading. All the directors attended the board meeting for reviewing the quarterly report Mr. Xu Dongsheng, the Company leader, Mr. Hu Xinglong, chief financial officer, and Mr. Hu Xinglong, the manager of the accounting department (treasurer) hereby confirm the authenticity and completeness of the financial report enclosed in this quarterly report. 2 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Section 2 Financial Summary and Change of Shareholders I. Key Accounting Data and Financial Indicators Have the accounting data of the previous year undergone retroactive adjustment or restatement due to the change of accounting policy and/or correction of accounting errors, etc.? □ Yes √ No Increase/decrease of the End of the reporting end of the reporting period End of the previous year period vs the end of the previous year Total assets, in CNY 3,852,329,678.51 3,657,781,647.20 5.32% Net assets attributable to the Company’s shareholders, in 1,704,828,725.15 1,633,401,930.64 4.37% CNY Increase/decrease Increase/decrease From year of the reporting of the reporting beginning to the Reporting Period period vs the same period vs the same end of the period of the period of the reporting period previous year previous year Turnover, in CNY 784,087,458.61 -7.63% 2,467,880,706.20 -0.95% Net profit attributable to the Company’s shareholders, in 33,505,446.25 -13.57% 106,614,865.98 -16.08% CNY Net profit attributable to the Company’s shareholders less 31,372,100.25 -18.41% 103,330,185.52 -17.09% the nonrecurring gain or loss, in CNY Net cash flows arising from -- -- 259,235,018.33 16.15% operating activities, in CNY Basic earnings per share, in 0.0853 -13.58% 0.2714 -16.11% CNY/share Diluted earnings per share, in 0.0853 -13.58% 0.2714 -16.11% CNY/share Net assets-income ratio, 1.97% -0.52% 6.33% -1.74% weighted average Non-recurring gain/loss items and amount involved in CNY 3 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT From year beginning to Items the end of the report Note: period Refers to the gain or loss Gain/loss from disposal of non-current assets, including 28,885.40 from disposal of partial the part offset from the provision for impairment of assets. obsolete office fixed assets Government subsidy credited to the current gain and loss Description of the (except the government subsidies closely related with the government subsidy Company’s business and enjoyable according to the 4,107,739.59 counted to the current gain unified standard quota or fixed amount specified by the and loss central government). Operating income and expenses other than the aforesaid Other various non-operating 177,036.90 items income and expenses Less: Amount affected by the income tax 1,028,981.43 Total 3,284,680.46 -- 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 II. Total Shareholders and Shares Held by Top Ten Shareholders at the End of the Reporting Period 1. About Total Common Shareholders and the Shares Held by Top Ten Common Shareholders at the End of the Reporting Period In shares Total common shareholders at the 34,880 end of the reporting period Shares held by the Top Ten Common Shareholders Number of Pledged or frozen Shareholders’ Nature of Proportion of Number of restricted shares Status of the Names Shareholders shares held shares held Q’ty held shares AVIC Internation State-owned al Holdings Limit corporate 41.49% 162,977,327 0 ed Domestic Huatai Securities non-state 0.97% 3,801,631 0 Co., Ltd. corporate 4 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Penghua Asset - SPDB- Penghua Assets Gaolan Domestic Investment non-state 0.89% 3,510,006 0 Jinrun No. 17 corporate Assets Management Plan Zhongrong International Trust Co., Ltd. - Zhongrong- Domestic Thriving non-state 0.77% 3,011,700 0 Business No. 14 corporate Securities Investment Assembled Fund Trust Plan Domestic natural Dai Wen 0.51% 2,009,321 0 person Essence International Foreign 0.51% 2,000,000 0 Securities (Hong corporate Kong) Ltd. China Merchants Foreign Securities (HK) 0.37% 1,456,529 0 corporate Co., Limited Beijing Gaolan Domestic Investment non-state 0.36% 1,424,827 0 Management corporate Center (LLP) Guotai Domestic Junan Securities non-state 0.35% 1,373,770 0 Co. Ltd. corporate Harvest Capital - ICBC -Haitong MOM- Domestic Zhaoze Lifeng non-state 0.27% 1,059,463 0 No. 5 Assets corporate Management Plan 5 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Shares held by top 10 common shareholders of unrestricted shares Quantity of unrestricted shares held Share types Shareholders’ Names Share types Quantity AVIC International Holdings Limited 162,977,327 A-shares 162,977,327 Huatai Securities Co., Ltd. 3,801,631 A-shares 3,801,631 Penghua Asset - SPDB- Penghua Assets Gaolan Investment Jinrun No. 3,510,006 A-shares 3,510,006 17 Assets Management Plan Zhongrong International Trust Co., Ltd. - Zhongrong-Thriving Business No. 3,011,700 A-shares 3,011,700 14 Securities Investment Assembled Fund Trust Plan Dai Wen 2,009,321 A-shares 2,009,321 Essence International Securities 2,000,000 B-shares 2,000,000 (Hong Kong) Ltd. China Merchants Securities (HK) Co., 1,456,529 B-shares 1,456,529 Limited Beijing Gaolan Investment 1,424,827 A-shares 1,424,827 Management Center (LLP) Guotai Junan Securities Co. Ltd. 1,373,770 A-shares 1,373,770 Harvest Capital - ICBC -Haitong MOM-Zhaoze Lifeng No. 5 Assets 1,059,463 A-shares 1,059,463 Management Plan Of the above shareholders, Penghua Asset - SPDB- Penghua Assets Gaolan Investment Jinrun Explanation on associated No. 17 Assets Management Plan and Beijing Gaolan Investment Management Center (LLP) belong relationship or concerted action of the to concerted actors as specified in the Measures for the Administration of Disclosure of Shareholder above shareholders Equity Changes of Listed Companies. Note to the top 10 common stockholders involved in margin Inapplicable financing & securities lending (if any) Was any of the top 10 common stockholders or top 10 common stockholders of non-restricted shares involved in the agreed repurchase trading during the reporting period. □ Yes √ No 2.Total number of preferred stockholders and the shareholding of the top ten preferred stockholders at the end of the reporting period Inapplicable 6 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Section 3 Significant Events I. Changes in the Principal Accounting Statement Items and Financial Indicators and the Causes Items Ending balance Opening balance Proportion of the Causes in CNY In CNY change Monetary capital Net growth of the cash and bank loan for payment of the goods purchased and labor accepted from year 161,268,979.59 116,455,070.54 38% beginning to the end of the reporting period over the same period of the previous year decreased. Accounts Increase of sales receivable and transition of partial fund were 460,686,372.15 351,276,905.53 31% due to that no settlement has yet been conducted. Other current The input VAT not assets yet offset at the beginning of the 7,381,110.28 14,421,516.43 -49% reporting period was offset in the reporting period Construction-in-pr Investment for ogress construction of the watch industry base project 119,862,350.00 51,389,263.53 133% located in Guangming New Zone in the reporting period. 7 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Other non-current In the reporting assets period, the parking structure project of Shenyang 1928 Buidling was accepted in - 31,500,000.00 -100% inspection and the advance payment for the project was transferred to the fixed assets for accounting. Advance receipt Trade receivable precollected from 29,368,126.05 12,087,368.17 143% customers increased in the reporting period. Payroll payable Year-end bonus payable to employees for 23,705,974.29 38,648,432.41 -39% year 2014 was paid in the reporting period The borrowing with sum of CNY 150 million was Other payables 40,825,236.67 188,574,900.45 -78% repaid to AVIC International Holdings Limited. Expenses provided at the end of the Other current 12,085,339.00 5,482,521.27 120% reporting period liabilities increased over the beginning of the reporting period Government Non-operating subsidies received 2,842,638.40 529,067.52 437% income in the reporting period increased Non-business Loss from 33,411.19 168,823.00 -80% expenditure disposal of 8 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT non-current assets and outward donation in the reporting period decreased over the corresponding period. “The preferential income tax rate for hi-tech enterprises supported by the state” the Manufacture Company, one of the Company’s subsidiaries, used to enjoy expired on December 31, Income tax 10,202,545.06 7,497,224.00 36% 2014 and the expense company is in process of application for the said preferential tax rate for another period. The business income tax in the reporting period was paid at 25% for time being. II. Progress of Significant Events, their Influences and the Solutions The Company published the Announcement on Suspension for Planning of Non-public Offering of Shares 2015-006, which disclosed that the Company was planning to issue A-shares by means of non-public offering. Afterwards, the Company held the 18th meeting of the Seventh Board of Directors and 2014 Annual General Meeting respectively on April 16, 2015 and June 17, 2015, which reviewed and approved some related proposals, including the Proposal on the Company to Issue A-shares to the Specified Investors by means of Non-public Offering. For the detail, refer to the Announcement on the Resolutions of the 18th Meeting of the Seventh Board of Directors 2015-008 and Announcement on the Resolutions of 2014 Annual General Meeting 2015-020. The Company has received the official reply on the issuing of A-shares by means of non-public offering from State-owned Assets Supervision and Administration Commission of the State Council, submitted a report to China Securities Regulatory Commission and received the feedback comments. The Company has submitted written reply to the relevant questions to the authority. Index for Inquiry with the Websites Description of the Significant Events Date of Disclosure Where the Provisional Reports were 9 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Disclosed Announcement on that the Application for Non-public Offering of A-shares has been Accepted for July 3, 2015 www.cninfo.com.cn Examination and Approval Process by China Securities Regulatory Commission Announcement of on that the Company has Received the Notice of Feedback Comments of China September 9, 2015 www.cninfo.com.cn Securities Regulatory Commission on Examination of the Project for Administrative Permission. Announcement on Written Reply to the Feedback Comments on the September 19, 2015 www.cninfo.com.cn Application Document for Non-public Issuing of A-shares Announcement on Adjustment of the Issuing Price and Quantity of September 19, 2015 www.cninfo.com.cn A-shares to be Issued by Non-public Offering Announcement on Risk Warning on the Diluted Spot Return on the Shares Issued by Non-public Offering September 19, 2015 www.cninfo.com.cn and the Measures the Company plans to take. Announcement on the Punishment Imposed by the Securities Regulatory Authority and the Stock Exchange or September 19, 2015 www.cninfo.com.cn the Regulatory Measures and Rectification in the Past Five Years III.The commitments of the Company and its shareholders holding over 5% of the Company’s total shares in the reporting period or extending to the reporting period from previous year(s) Commitment Commitment Commitments Promiser Description Implementation time term Commitment for Equity Reform Commitments in the acquisition report or the written report on change of equity Commitment made at the time of asset reorganization 10 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT The Company commits that in case it is predicted that the Company may be unable to duly pay the principal and interest of the bond or fail to duly pay the principal and interest of the bond when it is due, the Company shall Deadline of the at least take the bonds (The following valid term of the measures: 1. bonds is 5 not profit years attached distribution to with the the investors’ shareholders option of selling FIYTA shall be February 27, back, the In process of Commitment made at IPO or re-financing Holdings Ltd. conducted. 2. 2013 Company’s impementation implementation option of of any capital redemption and expenditure option of projects, such up-regulation of as material the nominal external interest rate at investment, the end of the acquisition and 3rd year). merger, etc. shall be suspended. 3. salaries and bonus to the directors and senior executives shall be adjusted down or suspended. 4. None of the key 11 officers may be transferred out. FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Other commitments to the minority shareholders Has the commitment been timely Yes implemented? The specific cause of failure in Inapplicable implementation and the next plan (if any) IV. Prediction of the Operation Performances of Year 2015 Inapplicable V. Investment in Securities Inapplicable VI. Explanation on the Holding of the Equity in other Listed Company Inapplicable VII. Investment in Derivatives Inapplicable VIII. 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 Bank Of China Investment Management Co., Ltd., Huatai- Development trend of the PineBridge Fund domestic luxury goods Management Co., sector, some measures Ltd., Bank of concerning the Company’s August 20, 2015 The Company On-Site Survey Institutions Communications strategic development, Schroders Fund brand construction and Management Co., channel management. Ltd., Shanghai Provision of the Company’s Congrong public brochures in 2015. Investment Management Co., Ltd., UBS SDIC 12 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT Fund Management Co., Ltd., ICBC Credit Suisse Asset Management Co., Ltd. Penghua Fund Management Co., Ltd., UBS SDIC Fund Management Co., Ltd., China Asset Management Co., Development trend of the Ltd., First Qianhai domestic luxury goods Fund Management sector, some measures Co., Ltd., concerning the Company’s August 26, 2015 The Company On-Site Survey Institutions Shenzhen strategic development, Chengze Assets brand construction and Management Co., channel management. Ltd., Guosen Provision of the Company’s Securities Co., public brochures in 2015. Ltd., Guotai Junan Securities Co., Ltd., Beijing Paradox Asset Management Co., Ltd. Rongtong Fund Management Co., Ltd., Sealand Securities, Development trend of the Kingstone domestic luxury goods Investment, sector, some measures Chinalin Securities concerning the Company’s September 14, Wealth The Company On-Site Survey Institutions strategic development, 2015 Management brand construction and Center, China channel management. Galaxy Provision of the Company’s Securities,、 public brochures in 2015. Shenzhen Shenming Investment, Founder Securities 13 FIYTA HOLDINGS LTD. 2015 3 rd QUARTERLY REPORT, TEXT FIYTA Holdings Lt. Board of Directors October 23, 2015 14