FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT Stock Code: 000026 200026 Short Form of Stock: FIYTA A, FIYTA B Announcement No: 2016-038 FIYTA Holdings Ltd. 2016 Third Quarterly Report, Text 1 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT Section 1 Important Notes 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 Quarterly 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. Chen Zhuo, 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 THIRD 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 the End of the reporting end of the Reporting End of the previous year period Period vs the end of the previous year Total assets, in CNY 3,990,719,087.18 4,246,670,045.02 -6.03% Net assets attributable to the Company’s shareholders, in 2,372,769,004.61 2,299,215,650.21 3.20% CNY Increase/decrease Increase/decrease from year of the Reporting of the reporting beginning to the Reporting period Period vs the period vs the same end of the same period of the period of the Reporting Period previous year previous year (%) Operating revenue, in CNY 754,607,535.18 -3.76% 2,234,135,318.36 -9.47% Net profit attributable to the Company’s shareholders, in 47,988,842.36 43.23% 108,321,268.16 1.60% CNY Net profit attributable to the Company’s shareholders less 47,744,294.43 52.19% 107,356,110.63 3.90% the non-recurring items, in CNY Net cash flows arising from -- -- 291,041,032.07 12.27% operating activities, in CNY Basic earning per share 0.1090 27.78% 0.2469 -9.03% (CNY/share) Diluted earning per share 0.1090 27.78% 0.2469 -9.03% (CNY/share) Net assets-income ratio, 0.02% 3.18% 0.05% -26.97% weighted average In CNY 3 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT From year beginning to Items the end of the reporting Notes period Gain/Loss from disposal of Gain and loss from disposal of non-current assets, partial obsolete office fixed including the part offset with the provision for impairment -227,443.75 assets in the reporting of assets period Government subsidy recognized in current gain and loss Government subsidy (excluding those closely related to the Company’s 1,296,015.95 counted to the current gain business and granted under the state’s policies according and loss to certain quota of amount or volume) Income and expenses from the business other than the Other various non-operating 150,960.07 above items revenue and expenditure Less: Amount affected by the income tax 254,374.74 Total 965,157.53 -- 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. Statement of Total Shareholders of Common Shares and the Referred Shares with the Voting Power Recovered and the Shares Held by Top Ten Shareholders In shares Total shareholders of Total shareholders of common preferred shares with shares at the end of the 38,418 0 voting power recovered reporting period (if any) Shares held by the Top Ten Common Shareholders Number of Pledged or frozen Shareholders’ Nature of Proportion of Number of restricted Status of the Names Shareholders shares held shares held Q’ty shares held shares AVIC State corporate International 37.15% 162,977,327 0 shareholder Holdings Limited 4 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT Golden Eagle-Minsheng Bank-Golden Domestic Eagle-Wens – non-state Junye Flexible 2.08% 9,131,232 4,674,329 corporate Configuration shareholder No. 3 Assets Management Plan Manulife Teda Fund – Minsheng Bank - Manulife Teda Domestic Value Growth non-state Oriented 2.07% 9,093,259 9,093,259 corporate additional shareholder issuance No. 351 Asset Management Plan Sws Mu Assets-China Merchants Bank – China Domestic Resources Szitic non-state 1.92% 8,429,118 8,429,118 Trust – Ruihua corporate Fixed Growth shareholder Hedge Fund No. 2 Assembled Funds Trust Plan Tibet Autonomous State corporate Region 1.13% 4,976,551 4,976,551 shareholder Investment Co., Ltd. 5 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT Manulife Teda Fund – ICBC – Manulife Teda Domestic International non-state Trade Orient 1.04% 4,546,630 4,546,630 corporate Dingzengbao shareholder No. 1 Assets Management Plan Domestic natural Dai Wen 0.46% 2,009,321 0 person Essence International Overseas 0.46% 2,000,000 0 Securities (Hong corporate Kong) Limited Manulife Teda Domestic Fund – ICBC non-state –FORTUNE 0.38% 1,667,097 1,667,097 corporate Securities Co., shareholder Ltd. China Merchants Overseas Securities (HK) 0.30% 1,316,969 0 corporate Co., Limited Shareholding of the Top 10 Shareholders of Non-restricted Shares Quantity of Non-restricted Shares Held Share type Shareholder’s Name Share type Quantity AVIC International Holdings Limited 162,977,327 A-shares 162,977,327 Golden Eagle-Minsheng Bank-Golden Eagle-Wens – Junye 4,456,903 A-shares 4,456,903 Flexible Configuration No. 3 Assets Management Plan Dai Wen 2,009,321 A-shares 2,009,321 Essence International Securities 2,000,000 B-shares 2,000,000 (Hong Kong) Limited China Merchants Securities (HK) Co., 1,316,969 B-shares 1,316,969 Limited Vanguard Investment Australia Ltd. -Vanguard Emerging Markets Stock 1,190,485 A-shares 1,190,485 Index Fund (VEIEX) Li Zengjie 1,181,800 A-shares 1,181,800 6 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT China Merchants Securities 1,174,000 A-shares 1,174,000 Liu Caixiang 1,135,200 A-shares 1,135,200 Hu Yongtian 891,400 A-shares 891,400 Among the top 10 shareholders, China Merchants Securities (HK) Co., Limited is a Note to the associated relationship or wholly-owned subsidiary of China Merchants Securities Co., Limited and the two consistent action among the aforesaid are persons acting in concert, and all the 2,490,969 shares held by them are shareholders outstanding shares, taking 0.57% of the Company’s total shares. Note to the top 10 shareholders of common shares involved in margin Inapplicable financing & securities lending (if any) Was any of the top 10 shareholders of commons shares or any of the top 10 shareholders of non-restricted commons shares involved in any contractual repurchase trade? No. 2. Total shareholders of preferred shares and statement of shareholding by the top 10 shareholders of preferred shares Inapplicable 7 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT Section 3 Significant Events I. Changes in Items of the Major Accounting Statements and Financial Indicators and the Causes during the Reporting Period I. Items in Balance Sheet Opening Change rate Items Ending balance Cause of Change balance (%) It mainly refers to that the notes receivable were due at the beginning of Notes receivable 4,812,452.93 7,197,788.08 -33.14% the year and the payment concerned was recovered. It mainly refers to that the partial Prepayments 34,068,040.16 48,869,563.60 -30.29% advance payment for goods got settled ended the reporting period. Ended the reporting period, the advance Other non-current assets 13,347,286.42 5,118,833.65 160.75% payment for long term assets increased in comparision with year beginning Trad accounts payable during the Accounts payable 63,383,403.37 155,939,686.54 -59.35% reporting period decreased over the beginning of the year. It mainly referred to that the year-end Remuneration payable to the 25,719,412.15 39,396,747.95 -34.72% bonus payable to employees for year employees 2015 was paid at the beginning of 2016. It mainly refers to the interest of “12 YADA BOND” for year 2015 payable at Interest payable 1,435,529.64 19,211,630.02 -92.53% the beginning of the year was already paid at the beginning of 2016. The long term bank loan due within a Non-current liabilities due 17,210,000.00 108,914,000.00 -84.20% year increased over the beginning of the within a year year. Expenses provided at the end of the Other current liabilities 10,431,342.62 1,988,252.38 424.65% reporting period increased over the beginning of the reporting period. Specific project loan for Guangming New Zone Watch Industrial Base during Long term borrowings 90,994,964.33 38.29% 125,838,844.52 the reporting period increased over the beginning of the year. 8 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT “12 YADA Bond” was redeemed on Bonds payable - 399,823,760.28 -100.00% February 29, 2016 The translation reserve as at the end of Other comprehensive income -8,038,615.37 -17,145,189.71 -53.11% the reporting period increased over the beginning of the reporting period. II. Items in Profit Statement Same Period of Reporting Change rate Items the Previous Cause of Change period (%) Year Reserve for bad debt of accounts Loss from impairment of receivable provided during the reporting 1,909,350.83 797,169.61 139.52% assets period increased over the same period of the previous year. The government subsidy received during the reporting period decreased Non-operating income 442,044.51 2,842,638.40 -84.45% over the same period of the previous year. Loss from scrapped non-current assets during the reporting period increased Non-operating expenses 95,903.50 33,411.19 187.04% over the same period of the previous year. The gross interest rate increased stimulated by downsizing inefficient shops, strict control over expenditures, Total profit 63,596,712.02 43,982,574.31 44.60% adjustment of income structure, etc. and the overall earning power increased to some extent. It was mainly due to increase of the total Income tax expenses 15,748,647.67 10,202,545.06 54.36% profit during the reporting period. III. Cash Flow Statement Items From year beginning to the Same Period of Change rate Items end of the the Previous Cause of Change (%) Reporting Year Period Net amount of cash received It mainly refers to disposal of partial from disposal of fixed assets, 4,142,748.05 196,417.11 2009.16% inefficient fixed assets during the intangible assets and other reporting period long term assets 9 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT Bank loan during the reporting period Cash received from 1,560,609,499.9 -44.52% decreased over the same period of the borrowings 865,749,959.13 0 previous year. It mainly refers to the borrowing Other fund-raising related returned to AVIC International Holdings 992,669.19 151,274,743.60 -99.34% cash payments amounting to CNY 150 million in the same period of the previous year. II. Progress of Significant Events and their Influences and Notes to Analysis on Solutions 1. About Non-public Issuing of A-shares The 18th meeting of the Seventh Board of Directors held on April 16, 2015 reviewed and approved the Proposal on the Plan for Non-public Issuing of A-shares to the Specified Investors and other relevant proposal(s). For the detail, refer to the Announcement on the Resolutions of the 18th Meeting of the Seventh Board of Directors. 2015-008; On June 2, 2015,the Company received the Official Reply to some Issues concerning Non-public Issuing of A-shares by FIYTA Holdings Ltd. (GUO ZI CHAN QUAN [2015] No. 415 from the State-owned Assets Supervision and Administration Commission of the State Council. For the detail, refer to the Announcement on the Official Reply of the State-owned Assets Supervision and Administration Commission of the State Council to some Issues concerning Non-public Issuing 2015-08 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. 2014 Annual General Meeting held on June 17, 2015 reviewed and approved the Proposal on the Plan for Non-public Issuing of A-shares to the Specified Investors and other relevant proposals, for the detail, refer to the Announcement on the Resolution of 2014 Annual General Meeting 2015-020 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. On July 1, 2015, the Company received the Notice of China Securities Regulatory Commission on Accepting the Application for Administrative Licensing issued by China Securities Regulatory Commission (CSRC) (No. 152013). For the detail, refer to the Announcement on Accepting Application for Non-public Issuing of A-shares by China Securities Regulatory Commission 2015-021 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn; On September 8, 2015, the Company received the Notice on the Feedback Opinions of China Securities Regulatory Commission on Examination of the Administrative Licensing Project (No. 152013). For the detail, refer to the Announcement on the Receiving of the Notice on the Feedback Opinions of China Securities Regulatory Commission on Examination of the Administrative Licensing Project 2015-034 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn; The Company and the relevant intermediary carefully studied and implemented the Feedback Opinions, supplemented the materials and submitted reply to the questions according to the requirements of the Feedback Opinions. For the detail, refer to the Announcement on the Reply to the Feedback Opinions on the Application for Non-public Issuing of A-shares 2015-035, disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn; The 17th meeting of the Seventh Board of Directors and 2014 Annual General Meeting reviewed and approved the Profit 10 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT Distribution Plan for Year 2014. According to the relevant provisions of the Rules for Implementation on Non-public Issuing of Listed Companies, etc., if the Company had ex-rights/ex-dividend events such as dividend distribution, bonus shares distribution, conversion of capital reserve into share capital, etc., during the period from the pricing benchmark to the issuing day, the issuing price would be adjusted correspondingly. Within the authorization by the Board of Directors, the Company made adjustment of the plan of the non-public issuing of A-shares. For the detail, refer to the Announcement on Adjustment of the Issuing Price and Issuing Volume of the A-shares to be Issued in a Non-public Way 2015-036, disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. In compliance with the Feedback Opinions, the Company disclosed the Announcement on the Indication of Risk of Diluting the Immediate Returns from the Non-public Issuing and the Measures the Company Intends to Take 2015-037 and the Announcement on the Penalty Given or Supervision Measures Taken by the Securities Regulatory Authority and the Stock Exchange in the Past Five Years 2015-038; On October 30, 2015, the application for non-public issuing of A-shares was approved by CSRC Securities Issuance Examination Committee. For the detail, refer to the Announcement on Approval of the Application for Non-public Issuing of A-shares by CSRC Securities Issuance Examination Committee, 2015-042; On November 17, 2015, the Company received the Official Reply to FIYTA Holdings Ltd. for Approval of Non-public Issuing of Shares of (ZHENG JIAN XU KE [2015]No. 2588). For the detail, refer to the Announcement on Approval of the Application for Non-public Issuing of A-shares by China Securities Regulatory Commission 2015-043; On January 15, 2016, the Company’s A-shares issued in a non-public way got listed with Shenzhen Stock Exchange and the Company published the announcement for listing and the announcement on the related commitments. For the detail, refer to the Report on the Non-public Issuing and Announcement on Listing 2016-003 and the Announcement on the Commitments for the Shares Issued in a Non-public Way 2016-004. 2. Engagement of CPAs The 11th meeting of the Eighth Board of Directors held on October 25, 2016 reviewed and approved the Proposal on Engagement of CPAs, and planned to engage Ruihua Certified Public Accountants LLP as the Company’s independent auditor and auditor of the Company’s internal controls for year 2016. For the detail, refer to the Announcement on the Resolutions of the 11th Meeting of the Eighth Board of Directors 2016-036 and the Announcement on Engagement of the CPAs 2016-037. The matter is subject to review and approval by the General Meeting before implementation. Website where the provisional Summary of Significant Events Date of Disclosure reports are disclosed for inquiry index Report on the Non-public Issuing and January 14, 2016 www.cninfo.com.cn Announcement on Listing 2016-003 Announcement on the Commitments for the Shares Issued in a Non-public January 14, 2016 www.cninfo.com.cn Way 2016-004 Announcement on the Resolution of the 11th Meeting of the Eighth Board October 27, 2016 www.cninfo.com.cn of Directors 2016-036 Announcement on Engagement of October 27, 2016 www.cninfo.com.cn 11 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT the CPAs 2016-037 III. Commitments Completed in Implementation by the Company, its Shareholders, Actual Controller, Acquirer, Directors, Directors, Senior Executives or other Related Parties during the Reporting Period or Uncompleted in Implementation by the End of the Reporting Period Commitment Time of Commitment Implementati Commitments Promisers Description type commitment deadline on status Commitment for Equity Separation Reform Commitments in the acquisition report or the written report on change of equity Commitment made at the time of asset reorganization 12 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT Commitment of the investors of the non-public issuing - Caitong Fund Management Co., Ltd., Caitong Fund Manag MANULIFE ement Co., TEDA Fund Management Ltd.; Co, Ltd., MANULIFE Xizang TEDA Fund Investment Management Co., Ltd., Co, Ltd.; Comitmentfor Golden Eagle In process Xizang Invest Commitment made at IPO or restriction Asset January 15, of ment Co., 1 year re-financing on sales of Management 2016 implementa Ltd.; the shares Co.,Ltd., Sws tion Golden Eagle Mu Fund Asset Manag Management ement Co.,Lt Co., Ltd: the d.; Sws Mu shares Fund subscribed Management by them from Co., Ltd the non-public issuing shall not be transferred in 12 months commencing from the dater of listing. Equity incentive comitment Other commitments to the minority shareholders Has the commitment been Yes implemented in a timely way? In case any commitment has not yet Inapplicable been implemented within the deadline, 13 FIYTA HOLDINGS LTD. 2016 THIRD QUARTERLY REPORT, TEXT state in detail the specific cause of the failure and the future working plan IV. Prediction of the Operation Results of Year 2016 Inapplicable V. Investment in Securities Inapplicable VI. Investment in Derivatives Inapplicable VII. Registry of such Activities as Reception of the Visitors of Research, Communications, Interview, etc. during the Reporting Period Inapplicable VIII. Outward Guarantee against the Regulations Inapplicable IX. The Company’s Fund Occupied by its Controlling Shareholder or Related Party for Non-operation Purpose Inapplicable Board of Directors of FIYTA Holdings Ltd. October 27, 2016 14