FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT Stock Code: 000026 200026 Short Form of Stock: FIYTA A, FIYTA B Announcement No:2016-020 FIYTA Holdings Ltd. 2016 1st Quarterly Report, Text 1 FIYTA HOLDINGS LTD. 2016 1st 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. Tian Hui, the manager of the accounting department (treasurer) hereby confirm the authenticity, accuracy and completeness of the financial report enclosed in this Quarterly Report. 2 FIYTA HOLDINGS LTD. 2016 1st 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.? No Increase/decrease of Same Period of the the report period vs the Reporting period Previous Year same period of the previous year Operating revenue, in CNY 732,961,459.52 894,056,260.25 -18.02% Net profit attributable to the 27,251,347.69 44,967,185.35 -39.40% Company’s shareholders, in CNY Net profit attributable to the Company’s shareholders less the 27,249,320.31 44,409,083.60 -38.64% non-recurring items, in CNY Net cash flows arising from operating 97,495,185.15 109,358,176.80 -10.85% activities, in CNY Basic earning per share (CNY/share) 0.0621 0.1145 -45.76% Diluted earning per share 0.0621 0.1145 -45.76% (CNY/share) Net assets-income ratio, weighted 1.18% 2.70% -1.52% average Increase/decrease of End of the reporting End of the previous the end of the report period year period vs the end of the previous year Total assets, in CNY 4,089,456,568.12 4,246,670,045.02 -3.70% Net asset attributable to the 2,332,731,027.20 2,299,215,650.21 1.46% Company’s shareholders, in CNY Non-recurring gain/loss items and the amount involved In CNY From year beginning to Items the end of the reporting Notes period Gain and loss from disposal of non-current assets, including the part offset with the provision for impairment -26,982.38 of assets Government subsidy recognized in current gain and loss (excluding those closely related to the Company’s 60,000.00 business and granted under the state’s policies according to certain quota of amount or volume) Income and expenses from the business other than the -30,830.28 above items Less: Amount affected by the income tax 159.96 Amount affected by minority equity (after tax) 0.00 Total 2,027.38 -- 3 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT 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, Total Preference Shareholders with the Voting Power Recovered and the Shares Held by Top Ten Common Shareholders In Shares Total preference shareholders with the Total common shareholders at 35,737 voting power recovered at 0 the end of the reporting period the end of the reporting period (if any) Shares held by the Top Ten Shareholders Proportion of Number of Pledged or frozen Shareholders’ Nature of Number of the shares restricted Status of the Names Shareholders shares held Q’ty held shares held shares AVIC International State-owned 37.15% 162,977,327 0 Holdings corporate Limited Golden Eagle Fund – Minsheng Bank – Golden Eagle Domestic Wen’s Junye non-state-own 2.08% 9,131,232 4,674,329 Flexible ed corporate Allocation No. 3 Assets Management Program Manulife Teda Fund- Domestic Minsheng non-state-own 2.07% 9,093,259 9,093,259 Bank - ed corporate Manulife 4 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT Teda Value Growth Directional Private Placement No. 351 Assets Management Program SWS MU Assets- China Merchants Bank-China Resources SZITIC Domestic Trust-Ruihua non-state-own 1.92% 8,429,118 8,429,118 Directional ed corporate Placement Hedge Fund No. 2 Assembly Capital Trust Program Tibet Autonomous Domestic Region non-state-own 1.13% 4,976,551 4,976,551 Investment ed corporate Co., Ltd. Manulife Teda Fund- ICBC- Manulife Teda Internati Domestic onal Trade non-state-own 1.04% 4,546,630 4,546,630 Orient ed corporate Directional Placement No. 1 Assets Management Program China Life Ins Domestic 0.69% 3,039,000 0 urance non-state-own 5 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT Company ed corporate Limited – Dividend – Dividend to Individuals -005L-FH002 Shen Essence International Foreign Securities 0.59% 2,610,000 0 corporate (Hong Kong) Limited Domestic Dai Wen 0.46% 2,009,321 0 natural person Domestic Zhou Weixian 0.44% 1,911,700 0 natural person Shares held by the Top Ten Shareholders of Non-restricted Shares Number of the non-restricted shares held Share type Shareholders’ Names Share type Quantity AVIC International Holdings 162,977,327 A-shares 162,977,327 Limited Golden Eagle Fund – Minsheng Bank – Golden Eagle Wen’s 4,456,903 A-shares 4,456,903 Junye Flexible Allocation No. 3 Assets Management Program China Life Insurance Company Limited – Dividend – Dividend 3,039,000 A-shares 3,039,000 to Individuals -005L-FH002Shen Essence International Securities (Hong Kong) 2,610,000 B-shares 2,610,000 Limited Dai Wen 2,009,321 A-shares 2,009,321 Zhou Weixian 1,911,700 A-shares 1,911,700 China Merchants Securities 1,400,734 B-shares 1,400,734 (HK) Co., Limited BOCHK INVESTMENT FUNDS-BOCHK CHINA 768,531 B-shares 768,531 GOLDEN DRAGON FUND VANGUARD TOTAL 710,020 B-shares 710,020 6 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT INTERNATIONAL STOCK INDEX FUND Wu Xiaobo 683,082 Others 683,082 Of the top ten shareholders, Manulife Teda Fund-Minsheng Bank - Manulife Teda Value Growth Directional Private Placement No. 351 Assets Management Explanation on associated Program and Manulife Teda Fund - ICBC - Manulife Teda International Trade relationship or concerted action Orient Directional Placement No. 1 Assets Management Program are all of the above shareholders subordinate to Manulife Teda Fund Management Co., Ltd. The total 13,639,889 shares in the Company held by them are all restricted shares issued by the Company in the private placement. 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? No 2. Total number of preferred stockholders and the shareholding of the top ten preferred stockholders Inapplicable 7 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT Section 3 Significant Events I. Changes in the Principal Accounting Statement Items and Financial Indicators and the Causes Balance sheet items Ending balance, Opening balance. Proportion of the Causes of change In CNY In CNY change The input VAT not yet offset at the beginning Other current assets 10,286,294.46 15,796,773.56 -34.88% of the reporting period was offset in the reporting period Advance payment for procuring equipment Other non-current in the reporting period 7,458,521.88 5,118,833.65 45.71% assets increased over the beginning of the reporting period Year-end bonus provided at the end of Payroll payable 14,570,479.65 39,396,747.95 -63.02% 2015 was already paid in the reporting period The bond interest provided at the beginning of the Interest payable 2,699,771.70 19,211,630.02 -85.95% reporting period was already paid in the reporting period Expenses provided in the reporting period Other current 11,348,265.60 1,988,252.38 470.77% increased over the liabilities beginning of the reporting period The company bonds were already Liabilities payable - 399,823,760.28 -100.00% redeemed in the reporting period Amount in the Same period of the Proportion of the Profit statement items Causes of change reporting period, previous year, in CNY change 8 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT in CNY Sales income in the reporting period Operating profit 33,875,994.18 57,047,841.07 -40.62% decreased over the same period of the previous year The government subsidies received in Non-operating the reporting period 354,721.40 748,983.71 -52.64% income decreased over the same period of the previous year Donations paid Non-operating amounted to CNY 352,534.06 21,029.34 1576.39% expenditures 0.30 million in the reporting period The manufacture company fulfilled the work of review for the title of national hi-tech enterprise at the end Income tax expense 6,776,540.61 12,659,974.81 -46.47% of 2015. In the reporting period, the income tax was provided based on the tax rate of 15%. Sales income in the reporting period Net profit 27,101,640.91 45,115,820.63 -39.93% decreased over the same period of the previous year In the reporting period, the free capital was used to repay partial bank Net cash flow arising loans; as a result, the from financial -162,719,505.43 115,981,884.34 -240.30% remaining interest activities bearing liabilities decreased over the beginning of the reporting period 9 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT II. Progress of Significant Events, their Influences and Analytical Notice on the Solutions 1. Non-public Issuing On January 15, 2016, the A-shares issued by private placement were registered for listing with Shenzhen Stock Exchange and the Company published the announcements on the listing and the related commitments. For the detail, refer to the Report on Issuing Shares by Private Placement and Announcement on Listing of the Shares 2016-003 and the Announcement on the Commitments for the Shares Issued by Private Placement 2016-004. 2. Related Transactions The 5th meeting of the Eighth Board of Directors held on January 19, 2016 reviewed and approved the Proposal on Renewing the Financial Service Agreement with AVIC Finance Co., Ltd. For the detail, refer to the Announcement on the Resolutions of the 5th Meeting of the Eighth Board of Directors 2016-005 and the Announcement on the Related Transactions Involved in the Renewal of the Financial Service Agreement with AVIC Finance Co., Ltd. 2016-005 disclosed on the Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. The implementation of the proposal is subject to approval by the General Meeting. 3. Amendment of the Articles of Association The 5th meeting of the Eighth Board of Directors held on January 19, 2016 reviewed and approved the Proposal on Amendment of the Articles of Association. For the detail, refer to the Announcement on the Resolutions of the 5th Meeting of the Eighth Board of Directors 2016-005. For the detail, refer to the Announcement on the Resolutions of the 5th Meeting of the Eighth Board of Directors 2016-005 disclosed on the Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. The implementation of the proposal is subject to approval by the General Meeting. 4. Redemption of the Company's Bonds The 4th meeting of the Eighth Board of Directors held on January 8, 2016 reviewed and approved the Proposal on Exercising the Option of Redeeming “12 YADA BOND” as the Company Bond Issuer. For this purpose, the Company published Indicative Announcements respectively on January 13, 2016, January 22, 2016, February 2, 2016 and February 23, 2016. For the detail, refer to the Announcement for Giving Up the Option of Up-regulation of the Nominal Interest Rate of the Company Bond Titled “12 YADA BOND” and the Investor’s Option of Selling Back and Excercising the Redemption Option as the Issuer 2006-001, the First Indicative Announcement on Redemption of “12 YADA BOND” and Delisting 2016-002, the Second Indicative Announcement on Redemption of “12 YADA BOND” and Delisting 2016-010, the Third Indicative Announcement on Redemption of “12 YADA BOND” and Delisting 2016-011 and the Fourth Indicative Announcement on Redemption of “12 YADA BOND” and Delisting 2016-012. The redemption of the company bond was finished on February 29, 2016. For the detail, refer to the Announcement on the Result of Redemption of 12 YADA BONDS and Delisting 2016-013. Inquiry index of the website for Description of Significant Events Date of Disclosure disclosing provisional reports Announcement for Giving Up the Option of Up-regulation of the Nominal Interest Rate of the January 11, 2016 www.cninfo.com.cn Company Bond Titled “12 YADA BOND” and the Investor’s Option of Selling Back and Excercising the 10 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT Redemption Option as the Issuer 2006-001 First Indicative Announcement on Redemption of “12 YADA BOND” and January 13, 2016 www.cninfo.com.cn Delisting 2016-002 Announcement on the Report on Issuing Shares by Private Placement January 14, 2016 www.cninfo.com.cn and Listing 2016-003 Announcement on the Commitments concerning Issuing Shares by Private January 14, 2016 www.cninfo.com.cn Placement 2016-004 Announcement on the Resolutions of the 5th Meeting of the Eighth Board of January 20, 2016 www.cninfo.com.cn Directors 2016-005 Announcement on the Related Transactions Involved in the Renewal of the Financial Service Agreement January 20, 2016 www.cninfo.com.cn with AVIC Finance Co., Ltd. 2016-005 Second Indicative Announcement on Redemption of “12 YADA BOND” and January 22, 2016 www.cninfo.com.cn Delisting 2016-010. Third Indicative Announcement on Redemption of “12 YADA BOND” and February 2, 2016 www.cninfo.com.cn Delisting 2016-011 Fourth Indicative Announcement on Redemption of “12 YADA BOND” and February 23, 2016 www.cninfo.com.cn Delisting 2016-012 Announcement on the Result of Redemption of 12 YADA BONDS and February 26, 2016 www.cninfo.com.cn Delisting 2016-013 II. Commitments finished in implementation by the Company, shareholders, actual controller, acquirer, directors, supervisors, senior executives or other related parties in the reporting period and commitments unfinished in implementation at the end of the reporting period Commitment Commitment Commitment Implementati Commitments Promiser Description type time deadline on status Commitment for Equity Separation Reform Commitments in the Acquisition Report 11 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT or the Report on Change of the Equity Commitments at the assets reorganization The Company commits that in case it is predicted that the Company may be unable to duly pay the principal and interest of the Deadline of bond or fail to the bonds duly pay the (The valid principal and term of the interest of the bonds is 5 bond when it years Implementati is due, the attached with on finished Company the investors’ (the shall at least option of company take the selling back, Commitment made at IPO or FIYTA Other February 27, bonds had following the re-financing Holdings Ltd. commitments 2013 been measures: 1. Company’s redeemed all not profit option of and delisted distribution to redemption by February the and option of 29, 2016) shareholders up-regulation shall be of the conducted. 2. nominal implementati interest rate on of any at the end of capital the 3rd year). expenditure projects, such as material external investment, acquisition and merger, etc. shall be suspended. 12 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT 3. salaries and bonus to the directors and senior executives shall be adjusted down or suspended. 4. None of the key officers may be transferred out. Commitment by Caitong Fund Management Caitong Fund Co., Ltd.、 Management Manulife Co., Teda Fund Ltd.;Manulife Management Teda Fund Co., Ltd.、 Management Tibet Co., Ltd.; Autonomous Tibet Region Autonomous Investment Commitment Region Co., Ltd., In process of on restricted January 15, Investment Golden Eagle 1 year implementat sales of 2016 Co., Ltd.; Fund ion shares Golden Eagle Management Fund Co., Ltd. and Management SWS MU Co., Ltd.; (Shanghai) SWS MU Assets (Shanghai) Management Assets Co., Ltd. the Management investors of Co., Ltd. the shares issued in the said private placement: The shares 13 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT subscribed by them in the non-public Issuing shall not be assigned within 12 months commencing from the date of listing. Equity incentive commitment Based on the understandin g of the current Chinese capital market and confidence in sustainable and steady development of the Refer to the Company Announceme AVIC Commitment and with a nt on In process of Other commitment to the Company’s International for increasing view to Commitment July 11, 2015 implementati minority shareholders Holdings the safeguarding for the on Limited shareholding the whole Shares shareholders’ Acquired interests and (2015-022) promoting the capital market to keep steady with practical action, in accordance with the Circular of China Securities 14 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT Regulatory Commission on the Issue concerning Additional Holding of their Company’s Shares by Major Shareholders , Directors, Supervisors and Senior Executives of Listed Companies (ZHENG JIAN FA [2015] No. 51 and the relevant laws and regulations, AVIC International, as the Company’s actual controller, intended to increase the holding size of the Company’s shares through AVIC International Investment Co., Ltd. as its person acting in concert. AVIC Commitment AVIC July 13, 2015 Refer to the In process of 15 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT International on restricted International Announceme implementati Holdings sales of Investment nt on on Limited shares Limited, as Commitment the person for the acting in Shares concert of Acquired AVIC (2015-022) International Investment Limited, the Company’s actual controller, acquired additionally 100,000 shares of the Company’s shares from the secondary market and committed that during the increased shareholding and within 6 months after the end of the increased shareholding, it would not assign any of the Company’s shares additionally held by it to any other party. Have the commitments been Yes implemented in a timely way If the commitment has not been Inapplicable implemented at the end of the reporting 16 FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT period, it is necessary to explain the specific reason of failure in implementation and the future work plan. IV. Anticipation of Business Performance from January to June, 2016 Inapplicable V. Investment in Securities Inapplicable VI. Investment in Derivatives Inapplicable VII. Registration form of such Activities as Reception, Research, Communication, Interview in the Reporting Period Inapplicable VIII. Outward Guarantee against the Regulations Inapplicable IX. Non-operational Occupancy of the Company’s Capital by the Controlling Shareholder and its Related Parties Inapplicable 17