FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text FIYTA HOLDINGS LTD. 2018 Annual Report February, 2019 1 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Section 1 Important Notice, Table of Contents and Definition 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. Huang Yongfeng, the Company leader, Chen Zhuo, chief financial officer, and Tian Hui, the manager of the accounting department (treasurer) hereby confirm the authenticity and completeness of the financial report enclosed in this Annual Report. All the directors attended the board meeting for reviewing the Annual Report. Any perspective description, such as the future plan, development strategy, etc. involved in the Annual Report shall not constitute the Company’s substantial commitment to the investors and the investors should please pay attention to their investment risks. In this report, the Company has described in detail the existing macro-economic risks as well as operation risks. Investors are advised to refer to the contents concerning risk factors possibly to be confronted with and the countermeasures in the Company's future development prospect in Section 4 Discussion and Analysis of the Management The profit distribution preplan reviewed and approved by the Board of Directors is summarized as follows: With the Company’s total share capital of 438,744,881 shares as the base, the Company would distribute cash dividend at the rate of CNY 2.00 for every 10 shares (with tax inclusive), bonus share at the rate of 0 share for every 10 shares (with tax inclusive) to the whole shareholders and capitalize no capital reserve to the whole shareholders. 2 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Table of Contents Section 1 Important Notice, Table of Contents and Definitions Section 2 Company Profile and Financial Highlights Section 3 Business Summary Section 4 Discussion and Analysis of the Management Section 5 Significant Events Section 6 Changes in Shares and Particulars about the Shareholders Section 7 About the Preferred Shares Section 8 Directors, Supervisors, Officers and Employees Section 9 Corporate Governance Section 10 Bond Related Information Section 11 Financial Report Section 12 List of Documents Available for Inspection 3 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Definitions Refers Terms to be defined Definition to Refers This Company, the Company or FIYTA FIYTA HOLDINGS LTD. to Refers AVIC Aviation Industry Corporation of China, Ltd. to Refers AVIC International AVIC International Holding Corporation to Refers AVIC International Shenzhen AVIC International Shenzhen Co., Ltd. to Refers AVIC IHL AVIC International Holding Limited to Refers The Sales Co. FIYTA Sales Co., Ltd. to Refers Harmony Shenzhen Harmony World Watches Center Co., Ltd. to Refers the Manufacture Co. Shenzhen FIYTA Sophisticated Timepieces Manufacture Co., Ltd. to Refers the Technology Co. Shenzhen FIYTA Technology Development Co., Ltd. to Refers the Hong Kong Co. FIYTA (Hong Kong) Limited to Refers SHIYUEHUI Shiyuehui Boutique (Shenzhen) Co., Ltd. to Refers Hengdarui Liaoning Hengdarui Commerce & Trade Co., Ltd. to Refers Harbin Co. Harbin Harmony World Watch Distribution Co., Ltd. to Refers AVIC SUNDA AVIC SUNDA Co., Ltd. to Refers Rainbow Ltd. Rainbow Department Store Co., Ltd. to Refers Shennan Circuit Shennan Circuit Co., Ltd. to 4 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Refers AVIC Property AVIC Property Management Co., Ltd. to 5 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Section 2 Company Profile and Financial Highlights I. Company Information Short form of the stock FIYTA A, FIYTA B Stock Codes: 000026 and 200026 Stock Exchange Listed with Shenzhen Stock Exchange Company Name in Chinese FIYTA HOLDINGS LTD. Abbreviation of the Company Name 飞亚达公司 in Chinese Company name in English (if any) FIYTA HOLDINGS LTD. Abbreviation of the Company name FIYTA in English (if any) Legal Representative Huang Yongfeng Registered address: FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen Postal Code of the Registered 518057 Address Office Address 20th Floor, FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen Postal Code of the Registered 518057 Address Website: www.fiytagroup.com E-mail: investor@fiyta.com.cn II. Liaison Persons and Communication Information Secretary of the Board Securities Affairs Representative Name Lu Wanjun Zhang Yong 20th Floor, FIYTA Technology Building, Gaoxin S. 20th Floor, FIYTA Technology Building, Gaoxin S. Liaison Address Road One, Nanshan District, Shenzhen Road One, Nanshan District, Shenzhen Tel. 0755-86013669 0755-86013669 Fax 0755-83348369 0755-83348369 Email investor@fiyta.com.cn investor@fiyta.com.cn III. Information Disclosure and Place where the Regular Reports are Prepared Name of the media selected by the Company for disclosing Securities Times and Hong Kong Commercial Daily information 6 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Internet Web Site Designated by China Securities Regulatory www.cninfo.com.cn Commission for Publishing the annual report: Place where the Company’s Annual Report was prepared and is The Company's Strategic Operation Department placed for inquiry IV. Changes in Registration Organization Code 91440300192189783K Changes in principal business activities since listing (if No change any) Changes in the controlling shareholder over the past No change years (if any) V. Other Relevant Information The CPAs appointed by the Company Name of the CPAs Ruihua Certified Public Accountants (Special General Partnership) Office address 9th Floor, Taiping Financial Building, Futian District, Shenzhen Names of the CPAs as the authorized Wang Yuqiao and Liu Xin signatories The sponsor performing persistent supervision duties engaged by the Company in the reporting period Inapplicable The financial advisor performing persistent supervision duties engaged by the Company in the reporting period Inapplicable VI. Summary of Accounting/Financial Data Does the Company need to make retroactive adjustment or restatement of the accounting data of the previous years No Increase/Decrease of the 2018 2017 reporting year over the 2016 previous year Revenue in CNY 3,400,450,599.90 3,345,809,703.98 1.63% 2,993,864,561.43 Net profit attributable to the Company’s 183,835,095.29 140,216,258.28 31.11% 110,662,681.59 shareholders, in CNY Net profit attributable to the Company’s shareholders less the non-recurring items, 162,758,061.00 123,918,527.75 31.34% 97,200,540.64 in CNY Net cash flows arising from operating 331,627,789.62 564,954,561.97 -41.30% 455,759,094.15 activities, in CNY 7 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Basic earning per share (CNY/share) 0.4190 0.3196 31.10% 0.2522 Diluted earning per share (CNY/share) 0.4190 0.3196 31.10% 0.2522 Return on equity, weighted average 7.30% 5.79% 1.51% 4.74% Increase/Decrease of the end of the reporting year End of 2018 End of 2017 End of 2016 over the end of the previous year Total assets (in CNY) 3,599,691,650.26 3,579,789,692.90 0.56% 4,004,897,562.72 Net profit attributable to the Company’s 2,570,134,782.90 2,467,967,361.20 4.14% 2,371,370,535.17 shareholders, in CNY VII. Discrepancy in accounting data between IAS and CAS 1. Differences in the net profit disclosed in the financial report & the net assets attributable to the Company’s shareholders respectively according to the IAS and the CAS. Inapplicable 2. Differences in the net profit disclosed in the financial report & the net assets attributable to the Company’s shareholders according to both the IAS and the CAS Inapplicable VIII. Financial Data Summary based on Quarters In CNY The first quarter The second quarter The third quarter The fourth quarter Operating revenue 851,815,980.69 844,075,452.03 868,796,654.10 835,762,513.08 Net profit attributable to the Company’s 59,518,000.75 52,849,920.69 50,293,172.83 21,174,001.02 shareholders Net profit less the non-recurring profit/loss 54,825,312.90 44,934,058.26 48,421,717.55 14,576,972.29 attributable to the Company’s shareholders Net cash flows arising from operating 67,632,201.86 157,040,072.23 65,916,200.63 41,039,314.90 activities Does there exist any significant difference between the above financial indicators or their sum total and the corresponding financial indicators as disclosed by the Company in its quarterly reports or semi-annual report No IX. Extraordinary items and amount In CNY 8 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Items Amount in 2018 Amount in 2017 Amount in 2016 Notes It was mainly the income Gain/loss from disposal of non-current assets, including from disposal of the the part offset from the provision for impairment of -180,302.24 7,321,993.36 -660,129.92 non-operating real estate assets. of Station 68 Ltd. in 2017. Government subsidies included in current profit or loss, other than on-going government subsidies which are closely related to the Company’s normal 19,375,618.48 17,508,255.98 17,234,482.25 operation, meet the requirements of government policies and are subject to certain limits and conditions. Reversal of the impairment provision for 7,533,121.86 1,903,056.74 0.00 receivables which are tested individually for impairment Other non-operating income and expenses apart from 792,842.56 1,238,972.99 935,294.98 the aforesaid items Less: Amount affected by the income tax 6,444,246.37 8,669,699.37 4,047,506.36 Amount affecting the minority shareholders’ equity 3,004,849.17 0.00 (after tax) Total 21,077,034.29 16,297,730.53 13,462,140.95 -- 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 Section 3 Business Summary I. Principal Businesses in the Reporting Period (1) Principal Business and Operation Model FIYTA concentrates itself in watch industry, takes the brand strategy as the guidance, integrates watch R & D, design, manufacture, sales and services, and has formed two core businesses - watch brand management and watch retail and services. The Company possesses its proprietary watch brands, including FIYTA, Emile Chouriet, JONAS&VERUS and licenced cooperative brands - JEEP and BEIJING, which have different styles and can satisfy segmentized market demands; has watch retail and service brands - HARMONY and BRAND GALLERY, which cover the nationwide market and satisfy high and medium and fashion consumption demands. 9 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (2) Development Status of Watch Industry and the Company's Position in the Industry Modern watch industry is an advanced manufacture with high precision machinery integrated with information technology and is a special highly sophisticated and accurate time-keeping product. Watch is also a consumer product with aesthetic and fashion character and cultural connotation, as well as high quality consumer goods with outstanding brand value. Under a favorable trend of the people’s pursuance for better life and consumption upgrading, watch industry, which integrates high-end sophisticated manufacture and brand aesthetics, enjoys a good development prospect. In 2018, under the background that the macro economy held pressure and the consumption market was weak in growth, the Company conducted in-depth study on the consumption demand and fashion trend in its brand management business, worked hard on breakthrough and innovation in technology, process and product design and constantly improved the product quality and continuously satisfied the customers’ demand. Meanwhile, in light of the segmented market, the Company continued to increase the input in multi-brand strategical planning, channel construction, marketing and promotion, etc, continuously enrich the brand connotation and build brands with differentiation. During the reporting period, the Company constantly maintained powerful competition superiority with it brand businesses in the domestic watch market of which FIYTA Brand further took the leading position in the industry in terms of its influence. In respect of retail services, the Company seized the opportunity of sales recovery of medium- and high-end brands, positively adjusted the shop brand structure and channel layout, continuously developed the medium- and high-end quality channels, kept doing a good job in service quality improvement and arrangement of the technical service network. During the reporting period, the Company's superiority in retail service business competition was further consolidated; where Harmony World Watch kept the leading position in the industry in terms of sales size and channel arrangement. The Company created again a new historical record in annual revenue and total profit and kept advancing towards the vision of “becoming a leading internationalized watch brand enterprise”. II. Significant Changes in the Prime Assets 1. Significant Changes in the Prime Assets Inapplicable 2. Prime Assets Abroad Inapplicable III. Analysis on Core Competitiveness I. Unique Business Layout of “Watch Brand Management + Watch Retail Services” in the Industry Incorporated in 1987, FIYTA experienced over three decades’ accumulation and innovation breakthrough, constructed the brand management business with FIYTA Brand as the core and watch retail business with Harmony as the core and the two businesses supplemented each other and developed in a coordinated way; both take the leading position in the 10 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text domestic market at present. The unique business layout of “Watch Brand Management + Watch Retail Services” have provided a guarantee for the Company's sustainable development and “becoming a leading internationalized watch brand enterprise”. II. Profound Brand Management Experience and Clear Setmented Market Positioning With reference to the experience of brand management experience of various world watches distributed by HARMONY retail business as well as its own FIYTA Brand molding experience, the Company took a lead in constructing multi-brand tribe with watch brands of FIYTA, Emile Chouriet, JONAS&VERUS, JEEP and BEIJING as the key brands, constantly constructed brand identities of professional watch manufacture, classic and elegance, young fashion, intelligence and outdoors, oriental aethetics, etc. These brands have become the leading brands in the segmented market. III. National Watch Base and First Class Product Design Ability The Company is a national technological innovation demonstration enterprise, national industrial design center and national technology certification center for enterprises, and an organization integrating and implementing the standards for informationization and industrialization by the Ministry of Industry and Information Technology. All its subordinative manufacturers are national hi-tech enterprises; has constructed its professional watch manufacture ability in respect of driving unit manufacture, space watch development, high-end watch manufacture teniques, etc. Meanwhile, the Company has kept a leading position in the industry in terms of product quality and creative design ability. IV. High Quality Brand, Channel Resources and Nationwide Retail Service Network In watch retail business with HARMONY as the core, the Company has established close cooperative relationship with a great many world top brands and mainstream brands, including Omega, Breguet, Blancpain, Glashutte Original, Jaquet Droz, Longines, Tissot, etc. subordinate to Swatch Group; Rolex and TUDOR subordinate to Rolex; A.LANGE & SOHNE,JAEGER LE-COULTRE,CARTIER,PIAGET, IWC, etc. subordinate to Richemont Group; GIRARD PERREGAUX and ULYSSE NARDIN subordinate to Kering Group; as well as such independent brands as CHOPARD, Bucherer, BREITLING, etc. The Company has also established strategic cooperative relationship with various high grade shopping malls, such as MIXC as well as various high grade department stores in China, possesses top quality brands and channel resources in the industry. The Company has established nationwide watch retail service network. V. Profound Management Experience and Sustainable Talents Reserve The Company constantly enhanced construction of the “Brand People” team, continuously improved the profession and comprehensive qualification of the team, actively created a team atmosphere of progressiveness, struggle, continuous improvement and devotion to work. The major members of the management and business backbones of the Company have been engaged in watch industry for long time and have rich experience in brand management and channel operation, enjoy good professional qualification and have profound understanding of watch industry. In addition, the Company has established long term and stable enterprise-school cooperative relationship with various famous colleges and universities in China. The Company is able to continuously and steadily obtain a great number of high quality professionals and infuse new blood for the Company's development. The Company has continued to hold the honorable title of “Yearly Best Employer” granted by Internal Association of Human Resources and CHINACHR.COM successively for 12 years. 11 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Section 4 Discussion and Analysis of the Management I. General In China, the domestic economy slowed down in growth, the Sino-US trade conflict was full of complications, the consumption market demand was bearish, and the watch industry was confronted with serious market pressure. During the reporting period, the Company focused on value creation, spared in effort in carrying forward refined management and specialized operation, exerted itself on upgrading the brand identity and customer services, improved the operation efficiency; under the situation of relatively weak market, the Company still realized continuous increase of profit. In 2018, the Company realized revenue amounting to CNY 3400.4506 million with year-on-year growth of 1.63% and realized total profit amounting to CNY 231.1969 million with a year-on-year growth of 21.87%; realized net profit amounting to CNY 183.8351 million with a year-on-year growth of 31.11%. The Company has once again achieved a historical record in operation performance. During the reporting period, the Company carried out the following key work. I. Putting forth effort in promoting upgrading of FIYTA Brand and continuously supporting quick development of various brands FIYTA Brand closely followed the trend of upgrading consumption and the customers’ consumption demand of “quality-orientation and personalization” and carried forward in depth upgrading of the brands based on products, marketing and channels, etc. In 2018, FIYTA Brand adhered to the spirit of being specialized in watch making, insisted on independent aesthetic design, launched “FENGZHI”, “SOLO” Series, etc. and enriched the serial products of “QUORRA’S CORD”, “CLOVER”, etc. Meanwhile, for the purpose of satisfying the customers’ demand on high quality and customization, the Company announced a high-end customized designer brand - MOONYANG at Basellworld; for the purpose of complying with the life style of rejuvenation and intelligence of consumers, the Company enhanced the digitalized new media marketing; for the purpose of pressing close to the change of customers’ consumption scene, vigorously developing the channels of brand flagship store and shopping center and the proportion of sales in shopping center was continuously increasing. In 2018, in light of FIYTA Brand's outstanding performance in specialized watch making and innovative design, FIYTA Brand Space Watch series and the application project were rewarded with a number of “the Fifth China Industrial Award” and many models of FIYTA Brand were rewarded with principal industrial awards, including “2018 China Design Red Star Award”, “Honorable Mention of China Design” and “Governor Cup Industrial Design Award”, “Shenzhen Gift”, etc. During the reporting period, the Company complied with consumers’ consumption demand of personalization and diversification, continued to reinforce the influence of the brands of “Emile Chouriet”, “ JONAS&VERUS”, “JEEP” and“BEIJING”, improved the competition superiority on the segmented market; the proportion of sales of multiple brands exceeded 25% of the total of the watch brand management business and still kept quick development. II. Continuing to optimize the watch retail service network and constantly upgrading customer service quality Harmony World Watch Center firmly grasped the opportunity of revived growth of medium- and high-end watches, deepened strategic cooperation with Swatch, Rolex, Richemont, Kering, etc. and individual watch makers, acquired more high quality international brand resources; and at the same time, kept carrying forward the work of channel upgrading and development of key medium- and high-end channels. In 2018, the unit price of Harmony world watch customers was 12 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text significantly improved and the channels were further concentrated on medium- and high-end. So far, Harmony World Watch Center has 190 channels of famous brand watches of medium- and high-end. At the same time, for the purpose of satisfying customers’ new demand of consuming online international brands, Harmony accelerated layout of online channels by uniting international brands; based on the existing brands, including Oris, Titoni, which have been authorized for online sale, Harmony has opened Carl F.Bucherer Brand JD official flagship store and TISSOT Brand T-Mall Franchise Store. For the purpose of continuously improving customer service quality and sharing the huge space of famous brand watch inventory market, Harmony continued to develop technical service business. In 2018, Harmony and Swatch Group jointly opened the first brand comprehensive after-sale service center. Now the said technical service center has 150 channels. In the reporting period, the Company continued to carry forward upgrading of BRAND GALLERY operation and channel development work, has possessed 150 BRAND GALLERY famous brANd channels based on medium end and fashion and the channel influence has been further improved. III. Enthusiastically Making Layout of New Businesses and Starting Intelligent Retail in a Cooperative Way Based on the quick growth of smart watch market, the Company speeded up layout of smart watch business and promoted business innovation. In 2018, FIYTA Brand launched the first pointer type aerobic capacity smart watch - JOYUP series and JEEP Brand launched smart all-realm watch; where, the Company achieved innovative breakthrough in the field of heavy smart watch by JEEP Brand smart watch, in which the Company applied QUALCOMM radio technology and created 4G all-net independent communication with the functions of sports, navigation, payment, etc. It enjoys first mover advantage in terms of functions and technology in the industry, has received good response in market sales and more than 10,000 units were sold in three months after coming into the market. In light of the new development trend of intelligent retail, for the purpose of bring the superiority of the Company's retail network and profound medium- and high-end member resource into better play, in 2018, the Company, centering the trend of customers’ experience, improvement of operation efficiency and whole-channel integration development, etc, started the intelligent retail project with cooperation of OC&C, an international consulting institution. IV. Insisting on Independent Science & Technology Innovation and Consolidating the Core Technology Power In 2018, the Company brought the advantage of the watch manufacture bases in Shenzhen and Switzerland into good play, integrated domestic and foreign resources, constantly increased investment in the field of key technologies, including the driving units of mechanical watches, research on application of new materials, space watch and smart watches, kept enhancing its leading position of independent innovation in China watch brands, achieved quite a number of scientific research results and achieved great progress in partial key technology R & D of driving units, materials, etc. In 2018, the Company accumulatively applied for 57 patents, including 15 invention and utility model patents. Relying on the accumulation in aspects of innovation mechanism, innovation ability and innovation talents, the Company was elected a national consumer goods standardization demonstration base and a post-doctorial innovation practice base in Shenzhen. V. Focusing on Creation of Enterprise Values and Carrying forward Refined Operation Management In 2018, the Company focused on value creation and spared no effort in carrying forward refined operation management. In the brand management business, the Company actively adjusted the business and organization structure, compressed the management levels, vigorously carried forward cost and expenditure control, further improved the organization efficiency, removed low efficiency and loss-making shops with firm determination, and effectively controlled the operation cost; in the retail service business, the Company brought the advantage of channel size into play, carried out sales discount and improved comparable unit shop output. As a result, the gross profit of Harmony world watch business 13 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text increased by 1.96% and comparable unit shop output grew by 4%. In 2018, the Company, with the help of scientific management tools, systematically solved the key and tough problems existing in the operation management, continuously carried forward process optimization and construction of precise supply chain, further optimized the inventory structure, with the total amount dropped by CNY 38.2204 million over the year beginning and interest-bearing liabilities dropped by CNY 88.8778 million over the year beginning. VI. Carrying forward Construction of the Incentive Mechanism and Culture and Further Improving Organization Vitality For the purpose adapting itself to the change of the market environment and customers, the Company insisted on the enterprise spirit of inheritance and innovation and established and released the new cultural system. In addition, the Company practiced A-share restrictive stock incentive program with a valid term of 5 years (Phase I) and granted 4.224 million A-share restrictive stock to 128 backbone employees. By means of construction of the new culture system and long-term incentive mechanism, the Company further improved the vitality of the organization, supported the new turn of development strategy in landing and arrival of various operation objectives. Movement of the Major Financial Items in 2018: Increase/ Statement Items 2018 2017 Note to the movement Decrease (%) Balance sheet items It was mainly due to decrease of advance payment for Advance payments 13,666,816.33 24,663,314.53 -44.59% goods at the end of the reporting period It was mainly due to increase of the deposit in security and Other receivables 45,870,582.26 34,990,539.09 31.09% cash deposit at the end of the reporting period over the year beginning. It was mainly due to increase of the input VAT to be offset Other current assets 73,703,312.24 24,616,815.21 199.40% at the end of the reporting period over the year beginning. It was mainly due to bank loan at the end of the reporting Interest payable 772,351.26 1,464,729.11 -47.27% period and the corresponding decrease of the interest payable at the end of the reporting period. Non-current liabilities It was mainly due to that the long-term loan due within a 347,470.00 35,000,000.00 -99.01% due within a year year was repaid at the end of the reporting period. It was mainly due to that the special-purpose loan for the Long-term borrowings 4,517,110.00 79,870,353.00 -94.34% watch industry base in Guangming New Zone was repaid in the reporting year. It was mainly due to that the partial government subsidy to Deferred income 3,672,855.36 5,904,000.00 -37.79% be recognized at the year beginning was recognized as other income during the reporting year. Profit Statement Items It was mainly due to that as the bank loan decreased in the Interest cost 27,552,558.81 41,825,035.34 -34.12% reporting year and the payment for interest cost decreased correspondingly. 14 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text It was mainly due to decrease of the provision for price Loss from impairment of 3,264,956.18 62,427,499.61 -94.77% falling of inventories in the reporting year over the same assets period of the previous year. The income from disposal of assets in the same period of the previous year was mainly the income from disposal of Income from disposal of -181,302.24 7,321,993.36 -102.48% the non-operating real estate of Station 68 Ltd., one of the assets Company's solely-funded subsidiaries, and there existed no such case in the reporting year. Cash Flow Statement Items It was mainly due to increase of the rebated input VAT in Rebated taxes received 4,793,245.20 886,252.20 440.84% the reporting year over the same period of the previous year. Net cash from disposal of fixed assets and It was mainly the income from disposal of the intangible asset and 53,280.03 10,678,135.25 -99.50% non-operating real estate of Station 68 Ltd. in the same recovery of other long period of the previous year. term assets II. Analysis on Principal Businesses 1. General Refer to “I. General” of “Discussion and Analysis of Business Conditions” 2. Income and Costs (1) Composition of operating revenue In CNY 2018 2017 Year-on-year Proportion in the Proportion in the Amount Amount increase/decrease operating revenue operating revenue Total operating revenue 3,400,450,599.90 100% 3,345,809,703.98 100% 1.63% Sectors Watches 3,193,280,311.30 93.91% 3,182,377,477.24 95.12% 0.34% Sophisticated 70,742,449.85 2.08% 34,886,779.43 1.04% 102.78% manufacture Leases 118,323,969.04 3.48% 109,451,504.76 3.27% 8.11% Others 18,103,869.71 0.53% 19,093,942.55 0.57% -5.19% 15 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 2018 2017 Year-on-year Proportion in the Proportion in the Amount Amount increase/decrease operating revenue operating revenue Products Watch retail and services 2,090,970,707.50 61.49% 2,039,729,647.67 60.96% 2.51% Watch brand business 1,102,309,603.80 32.42% 1,142,647,829.57 34.15% -3.53% Sophisticated 70,742,449.85 2.08% 34,886,779.43 1.04% 102.78% manufacture Leases 118,323,969.04 3.48% 109,451,504.76 3.27% 8.11% Others 18,103,869.71 0.53% 19,093,942.55 0.57% -5.19% Regions South China 1,536,911,140.58 45.20% 1,490,763,984.16 44.56% 3.10% Northwest China 588,628,213.03 17.31% 546,462,280.48 16.33% 7.72% Northeast China 249,884,958.89 7.35% 270,574,447.95 8.09% -7.65% East China 439,292,101.70 12.92% 422,998,372.46 12.64% 3.85% Northeast China 269,671,243.83 7.93% 285,363,830.58 8.53% -5.50% Southwest China 316,062,941.87 9.29% 329,646,788.35 9.85% -4.12% (2) Sector, product or region which takes over 10% of the Company's operation revenue or operation profit In CNY Year-on-year Year-on-year Year-on-year increase/decrease of increase/decrease of increase/decrease of operating revenue Operating revenue Operating cost Gross profit rate operating cost over gross profit rate over over the same the same period of the same period of period of previous previous year previous year year Sectors Watches 3,193,280,311.30 1,910,998,452.65 40.16% 0.34% -1.18% 0.92% Sophisticated 70,742,449.85 59,432,940.99 15.99% 102.78% 89.07% 6.09% manufacture Leases 118,323,969.04 22,474,447.92 81.01% 8.11% 26.37% -2.74% Others 18,103,869.71 903,932.64 95.01% -5.19% -75.55% 14.37% Products Watch retail and 2,090,970,707.50 1,576,862,763.43 24.59% 2.51% -0.65% 2.40% services 16 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Watch brand 1,102,309,603.80 334,135,689.22 69.69% -3.53% -3.57% 0.01% business Sophisticated 70,742,449.85 59,432,940.99 15.99% 102.78% 89.07% 6.09% manufacture Leases 118,323,969.04 22,474,447.92 81.01% 8.11% 26.37% -2.74% Others 18,103,869.71 903,932.64 95.01% -5.19% -75.55% 14.37% Regions South China 1,536,911,140.58 875,599,755.20 43.03% 3.10% 2.64% 0.25% Northwest China 588,628,213.03 353,457,194.81 39.95% 7.72% 7.23% 0.27% Northeast China 249,884,958.89 137,166,812.45 45.11% -7.65% -10.46% 1.72% East China 439,292,101.70 262,001,509.80 40.36% 3.85% 1.29% 1.51% Northeast China 269,671,243.83 187,589,738.67 30.44% -5.50% -7.03% 1.15% Southwest China 316,062,941.87 177,994,763.27 43.68% -4.12% -6.49% 1.43% As the calculation specification of the Company’s principal business data underwent adjustment during the reporting period, the principal business data of the past year were the data based on that after the specification adjustment at the end of the reporting year. Year-on-year Year-on-year Year-on-year increase/decrease of increase/decrease of increase/decrease of operating revenue Operating revenue Operating cost Gross profit rate operating cost over gross profit rate over over the same the same period of the same period of period of previous previous year previous year year Sectors Watches 3,182,377,477.24 1,933,734,832.90 39.20% 12.71% 11.96% 0.40% Sophisticated 34,886,779.43 31,434,866.13 9.90% -11.77% 11.22% -18.62% manufacture Leases 109,451,504.76 17,785,254.56 83.80% 2.31% 31.31% -3.59% Others 19,093,942.55 3,697,637.98 80.60% -19.78% -4.85% -3.04% Products Watch retail and 2,039,729,647.67 1,587,232,279.88 22.20% 12.73% 10.87% 1.31% services Watch brand 1,142,647,829.57 346,502,553.02 69.70% 12.68% 17.28% -1.19% business Sophisticated 34,886,779.43 31,434,866.13 9.90% -11.77% 11.22% -18.62% manufacture Leases 109,451,504.76 17,785,254.56 83.80% 2.31% 31.31% -3.59% Others 19,093,942.55 3,697,637.98 80.60% -19.78% -4.85% -3.04% 17 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Regions South China 1,490,763,984.16 853,045,559.52 42.80% 23.43% 24.62% -0.55% Northwest China 546,462,280.48 329,631,915.00 39.70% 3.31% 0.75% 1.53% Northeast China 270,574,447.95 153,182,543.86 43.40% -2.17% -3.33% 0.68% East China 422,998,372.46 258,663,712.98 38.80% 7.68% 9.00% -0.74% Northeast China 285,363,830.58 201,782,412.95 29.30% 1.46% 5.02% -2.40% Southwest China 329,646,788.35 190,346,447.25 42.30% 7.56% 9.90% -1.23% Reason of the change of the specifications The Company reclassified and adjusted the disclosing specifications based on different sectors, products and regions according to the practical conditions of business operation and requirements of segmented management. The relevant data of the reporting period of the previous year underwent adjustment according to the same specifications; where the specifications based on sectors and products have been adjusted from the original classification based on business management plate into classification based on business attribution categories; the specifications for classification based on regions have been adjusted from the original classification based on the location of branch companies into the classification based on the location of shops. (3) Is the physical sales income greater than the service income Yes Classified based on Year-on-year Items In CNY 2018 2017 sectors increase/decrease Sales volume pcs 1,032,886 1,169,341 -12.00% Brand watches Output pcs 1,085,929 1,443,902 -25.00% Inventory pcs 1,326,997 1,273,954 4.00% Note to the cause of the year-on-year movement of the relevant data by over 30% Inapplicable (4) Implementation of Important Sale Contracts Concluded at the End of the Reporting Period Inapplicable (5) Composition of Operating Costs Classified based on sectors and products In CNY 2018 2017 Classified based on Year-on-year Items Proportion in the Proportion in the sectors Amount Amount increase/decrease operating costs operating costs Watches Goods purchase 1,576,862,763.43 79.09% 1,587,232,279.88 79.89% -0.65% 18 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 2018 2017 Classified based on Year-on-year Items Proportion in the Proportion in the sectors Amount Amount increase/decrease operating costs operating costs cost Raw materials 298,467,328.86 14.97% 318,023,289.64 16.01% -6.15% Labor costs 25,602,142.25 1.28% 23,200,389.66 1.17% 10.35% Depreciation 1,124,500.75 0.06% 1,025,084.88 0.05% 9.70% expense Water and electricity 582,727.38 0.03% 462,540.76 0.02% 25.98% fees Rent 2,100,422.82 0.11% 466,825.54 0.02% 349.94% Others 6,258,567.16 0.31% 3,324,422.53 0.17% 88.26% Raw materials 39,129,570.45 1.96% 13,450,268.43 0.68% 190.92% Labor costs 12,770,838.35 0.64% 10,882,923.92 0.55% 17.35% Depreciation 1,440,723.29 0.07% 1,511,974.62 0.08% -4.71% Sophisticated expense manufacture Water and electricity 1,443,140.38 0.07% 1,204,598.61 0.06% 19.80% fees Rent 275,118.68 0.01% 125,227.28 0.01% 119.70% Others 4,373,549.85 0.22% 4,259,873.27 0.21% 2.67% Depreciation 13,170,394.47 0.66% 10,568,722.86 0.53% 24.62% expense Leases Labor costs 2,983,488.04 0.15% 2,992,768.29 0.15% -0.31% Others 6,320,565.41 0.32% 4,223,763.41 0.21% 49.64% Others Purchase cost 903,932.64 0.05% 3,697,637.98 0.19% -75.55% In CNY 2018 2017 Classified based on Year-on-year Items Proportion in the Proportion in the products Amount Amount increase/decrease operating costs operating costs Watch retail and Goods purchase 1,576,862,763.43 79.09% 1,587,232,279.88 79.89% -0.65% services cost Raw materials 298,467,328.86 14.97% 318,023,289.64 16.01% -6.15% Labor costs 25,602,142.25 1.28% 23,200,389.66 1.17% 10.35% Watch brand Depreciation 1,124,500.75 0.06% 1,025,084.88 0.05% 9.70% business expense Water and electricity 582,727.38 0.03% 462,540.76 0.02% 25.98% fees 19 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 2018 2017 Classified based on Year-on-year Items Proportion in the Proportion in the products Amount Amount increase/decrease operating costs operating costs Rent 2,100,422.82 0.11% 466,825.54 0.02% 349.94% Others 6,258,567.16 0.31% 3,324,422.53 0.17% 88.26% Raw materials 39,129,570.45 1.96% 13,450,268.43 0.68% 190.92% Labor costs 12,770,838.35 0.64% 10,882,923.92 0.55% 17.35% Depreciation 1,440,723.29 0.07% 1,511,974.62 0.08% -4.71% Sophisticated expense manufacture Water and electricity 1,443,140.38 0.07% 1,204,598.61 0.06% 19.80% fees Rent 275,118.68 0.01% 125,227.28 0.01% 119.70% Others 4,373,549.85 0.22% 4,259,873.27 0.21% 2.67% Depreciation 13,170,394.47 0.66% 10,568,722.86 0.53% 24.62% expense Leases Labor costs 2,983,488.04 0.15% 2,992,768.29 0.15% -0.31% Others 6,320,565.41 0.32% 4,223,763.41 0.21% 49.64% Others Purchase cost 903,932.64 0.05% 3,697,637.98 0.19% -75.55% (6) Is there any change in the consolidation scope in the reporting period No (7) Is there any significant change or adjustment related situation taken place in the Company’s business, products or services in the reporting period Inapplicable (8) Major sales customers and major suppliers Information about the major sales customers Total sales to the top five customers, in CNY 466,297,023.36 Proportion of the total sales to the top five customers in the total sales of 13.72% the year, Proportion of the sales volume to the top five customers in the total sales 2.11% to the related parties in the year Note: The customers controlled by the same actual controller should be presented after consolidation except that actually controlled by the same state-owned assets management institution. Information of the top 5 customers 20 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Serial No. Customers Sales (in CNY) Proportion in the total sales of the year 1 China Resources (Shenzhen) Co., Ltd 143,815,196.14 4.23% 2 VIP.COM 106,605,479.95 3.14% 3 China Resources (Shenyang) Real Estate Co., Ltd. 73,398,392.21 2.16% 4 Yongan Department Store Co., Ltd. 70,713,098.56 2.08% 5 Rainbow Department Store Co., Ltd. 71,764,856.50 2.11% Total -- 466,297,023.36 13.72% Other Information about the major customers Inapplicable Major suppliers Total amount of purchase from top five suppliers, in CNY 1,214,053,934.87 Proportion of the purchase amount from the top five suppliers in the 61.06% Company’s total purchase amount Proportion of purchase amount from the top 5 suppliers in the total 0.00% purchase amount from the related parties in the year Note: The suppliers controlled by the same actual controller should be presented after consolidation except that actually controlled by the same state-owned assets management institution. Information about the top 5 suppliers Serial No. Suppliers Purchase amount, in CNY Proportion in the total purchases of the year (%) 1 SMH Swiss Watch Trading (Shanghai) Co., Ltd. 603,264,969.67 30.34% 2 Ningbo Shangheng Watches Co., Ltd. 280,192,821.62 14.09% 3 Rolex (Guangzhou) Ltd. 178,191,143.82 8.96% 4 Lifeng Commerce Co., Ltd. 93,139,200.03 4.68% 5 SMH Business Services (Shanghai) Pty Ltd. 59,265,799.73 2.98% Total -- 1,214,053,934.87 61.06% Other information about the major suppliers Inapplicable 3. Expenses In CNY Year-on-year 2018 2017 Note to significant changes increase/decrease Sales costs 856,970,173.10 811,437,932.01 5.61% Inapplicable Administrative expenses 224,796,280.12 190,589,582.24 14.99% Inapplicable Financial expenses 35,916,240.16 49,186,742.91 -26.98% Inapplicable R & D expenditures 47,350,342.82 49,453,899.35 -4.25% Inapplicable 21 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 4. Investment in R & D Investment in R & D was mainly for consolidating the Company's leading position in self-dependent innovation in China's watch brands. The Company continuously increased investment in personnel, equipment, research budget, etc. for such key technology fields as space watches, driving units of mechanical watches, industrial design, smart watches, research on application of new materials, etc., and had created a number of scientific research achievements. In 2018, the Company’s total investment in R & D amounted to CNY 47,350,342.82, taking 1.84% of the net assets as audited in the most recent period and taking 1.39% of the operation revenue as audited in the most recent period. In 2018, the Company applied for 57 patents, of which 15 were patents of invention and utility models. By virtue of the accumulation in innovation mechanism, innovation ability, innovative talents and innovation achievements, etc., in addition to the existing titles of "National Certified Enterprise Technology Center", "National Industrial Design Center", "National Technology Innovation Demonstration Enterprise", the Company has been elected an national consumer goods standardization demonstration base and a post-doctarial innovation practice base in Shenzhen. Summary of Investment in R & D 2018 2017 Proportion of movements Number of R & D staff (persons) 47 45 4.44% Proportion of R & D staff in total 0.91% 0.84% 0.07% employees Amount of investment in R & D, 47,350,342.82 49,453,899.35 -4.25% in CNY Proportion of investment in R & 1.39% 1.48% -0.09% D in operating revenue Amount of capitalized 0.00 0.00 0.00% investment in R & D (in CNY) Proportion of capitalized investment in R & D in the total 0.00% 0.00% 0.00% investment in R & D Cause(s) of significant change of the total investment in R & D in the operating revenue Inapplicable Note to the cause of significant change in the capitalization rate of investment in R & D and note to the reasonability Inapplicable 5. Cash Flow In CNY Items 2018 2017 Year-on-year increase/decrease Subtotal of cash flow in from 3,864,826,375.05 3,849,407,740.68 0.40% operating activity Subtotal of cash flow out from 3,533,198,585.43 3,284,453,178.71 7.57% 22 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text operating activity Net cash flows arising from 331,627,789.62 564,954,561.97 -41.30% operating activities Subtotal of cash flow in from 53,280.03 10,448,081.56 -99.49% investment activity Subtotal of cash flow out from 146,877,130.29 136,914,522.99 7.28% investment activity Net cash flows arising from -146,823,850.26 -126,466,441.43 16.10% investment activities Subtotal of cash flow in from 741,192,340.23 575,282,350.00 28.84% fund raising activity Sub-total cash flow paid for 949,023,364.54 1,255,793,728.74 -24.43% financing activities Net cash flows arising from -207,831,024.31 -680,511,378.74 -69.46% financing activities Net increase of cash and cash -22,324,831.35 -242,279,864.49 -90.79% equivalents Note to the major influence factors for the significant change in the relevant year-on-year data: 1. Net cash flow arising from operating activities amounting to CNY 331,627,789.62 was mainly due to increase of the recovered receivables brought about from revenue growth in the reporting year; and in addition, the inventory size effectively reduced at the year end by enhancing control over inventory; in the reporting year, the Company realized the net cash flow from operating activities greater than the net profit of the Company. 2. Net cash flow arising from investment activities amounting to CNY -146,823,850.26, increased by CNY 20,357,408.83 over the same period of the previous year, was mainly due to increase of the renewed investment in shops and counters in the reporting year over the same period of the previous year. 3. Net cash flow arising from financing activities amounting to CNY -207,831,024.31 in the reporting year was mainly due to repayment of the bank loans and payment of dividends and interest, where the cash flow-out from repayment of the interest-bearing liabilities amounted to CNY 91,140,868.40, payment of the dividends amounted to CNY 87,748,976.20 and payment of the loan interest amounted to CNY 28,941,179.71. 4. Net increase of cash and cash equivalent in the reporting year amounting to CNY -22,324,831.35 was mainly due to repayment of partial bank loans with monetary capital in the reporting year and as a result the size of interest-bearing liabilities was reduced at the end of the reporting year. Cause(s) of significant difference in the net cash flow arising from the operating activities and the net profit in the reporting year Inapplicable 23 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text III. Analysis on Non-Principal Businesses Inapplicable IV. Assets and Liabilities 1. Significant Changes in Assets Composition In CNY End of 2018 End of 2017 Propor tion Proportion Proportion in increas Note to significant changes Amount Amount in total total assets ed/dec assets reased Monetary fund 164,828,059.97 4.58% 187,152,891.32 5.23% -0.65% Inapplicable Accounts receivable 370,545,656.61 10.29% 326,254,624.94 9.11% 1.18% Inapplicable 1,782,306,301.7 Inventories 49.51% 1,820,526,676.26 50.86% -1.35% Inapplicable 0 Investment real 377,319,433.03 10.48% 305,493,987.77 8.53% 1.95% Inapplicable estate Long-term equity 44,881,063.15 1.25% 43,879,518.09 1.23% 0.02% Inapplicable investment Fixed assets 425,649,562.85 11.82% 523,699,592.65 14.63% -2.81% Inapplicable Construction-in-proc 12,041,126.00 0.33% 10,947,300.53 0.31% 0.02% Inapplicable ess Short term loans 547,118,452.97 15.20% 525,990,510.00 14.69% 0.51% Inapplicable Long-term 4,517,110.00 0.13% 79,870,353.00 2.23% -2.10% Inapplicable borrowings 2. Assets and liabilities measured based on fair value Inapplicable 3. Restriction on rights in the assets ended the reporting period A property owned by Switzerland based Montres Chouriet SA with net value of CNY 14,978,058.57 was used as a collateral for the overseas long term loan amounting to CNY 4,517,110.00. 24 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text V. Investment 1. General Inapplicable 2. Significant equity investment acquired in the reporting period Inapplicable 3. Significant non-equity investment in process in the reporting period In CNY Accumul Cause of Earnings ative the accumul Amount amount failure in Is it an Industry atively invested actually arriving Way of investme involved realized Date of Disclosur Descripti during invested Capital Project Predicted at the investme nt in by the by the disclosur e index on the by the source progress earning planned nt fixed investme end of e (if any) (if any) reporting end of progress assets? nt project the period the and reporting reporting predicted period period earnings The supportin g engineeri ng works http://ww at the Manufact 1,093,82 12,041,1 Self-raise Inapplica March Self-built Yes 35.36% 0.00 0.00 w.cninfo. watch ure 5.47 26.00 d capital ble 10, 2017 com.cn/ industry base in Guangmi ng New Zone 1,093,82 12,041,1 Total -- -- -- -- -- 0.00 0.00 -- -- -- 5.47 26.00 4. Financial assets investment (1) Portfolio investment Inapplicable 25 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (2) Investment in derivatives Inapplicable 5. Application of the raised capital (1) General application of the raised capital In CNY 10,000 Total raised Proportion Total Total capital of the total Total accumulativ accumulativ whose accumulativ Application Amount of amount of e raised e amount of application e raised and status the raised raised capital Total raised Year of Way of Total capital raised purpose capital of the capital idled capital whose capital not raising raising raised capital has been whose raised for more used in the application yet used used changed in application capital than 2 reporting purpose accumulate the purpose unused years period has been d reporting has been changed period changed Non-public Inapplicabl 2015 issuing of 60,000 3,119.79 58,583.07 0 0 0.00% 0 0 e A-shares Total -- 60,000 3,119.79 58,583.07 0 0 0.00% 0 -- 0 Note to General Application of the Raised Capital The Company held the 18th session of the Seventh Board of Directors and 2014 Annual General Meeting respectively on April 16, 2015 and June 17, 2015. The meetings reviewed and approved the Proposal on the Plan for Non-public Issuing of A-shares to the Specified Investors, etc., according to which the Company planned to issue in a non-public way A-shares to no more than 10 (with 10 inclusive) specified investors with the total raised capital not exceeding CNY 600 million, which would be applied for four projects, including the project of launching new FIYTA watches and supplement the working capital. The application for non-public issuing of A-shares was reviewed and approved by CSRC Securities Issuance Examination Committee (CSIEC) on October 30, 2015. On November 17, 2015, the Company received Official Reply to FIYTA Holdings Ltd. on Approval for Non-public Issuing ( ZHENG JIAN XU KE [2015] No. 2588 which authorized the Company to issue no more than 46,911,649 new shares in non-public way. The actual number of A-shares actually issued in the non-public issuing activity was 45,977,011 shares and the raised capital amounted to CNY 599 million. After deduction of the underwriting fee, the raised capital amounted to RMB 585 million. After deduction of the issuing costs, the net raised capital amounting to CNY583 million was remitted to the bank account designated by the Company on December 18, 2015. Grant Thornton Certified Public Accountants (Special General Partnership) issued the Capital Verification Reports ZHI TONG YAN ZI (2015) No. 441ZC0653, ZHI TONG YAN ZI (2015) No. 441ZC0652 respectively for the raised capital. Up to now, the capital raised from non-public issuing of A-shares is going to be applied for the originally designated application purpose and there exists no such a case that the application purpose has been changed. The concerned follow-up commitments have been completed in implementation. (2) Promised Projects with Raised Capital In CNY 10,000 Has the Total Total Amount Amount Investme Date Result Has the Has Promised investment project promised investmen invested accumulat nt when the realized in predicted significant projects and investment with been investmen t after during the ively progress project the operation change 26 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text the over-raised capital changed t with adjustme reporting invested by the has reporting result taken (including raised nt (1) period up to the end of the reached period been place in partial capital end of the report the reached? the change) report period predicted feasibility period (2) (%) (3) = applicable of the (2)/(1) status project? Investment projects as promised 1. Project of Launching New Inapplicab No 18,000 18,000 0 18,000 100.00% 0 No FIYTA Watches le 2. FIYTA E-commerce No 12,000 12,000 1,523.44 12,068.85 100.00% 2,511.51 Yes No project 3. FIYTA Brand Marketing Inapplicab No 10,000 10,000 0 10,000 100.00% 0 No Promotion Project le 4. Technical Service Website Construction No 5,000 5,000 1,572.87 5,022.62 100.00% 254.49 Yes No Project 5. Replenishing working Inapplicab No 15,000 15,000 23.48 13,491.6 89.94% 0 No capital le Subtotal of investment -- 60,000 60,000 3,119.79 58,583.07 -- -- 2,766 -- -- projects as committed Intended investment with the over-raised capital Inapplicable Subtotal of the intended investment with the -- 0 0 0 0 -- -- 0 -- -- over-raised capital Total -- 60,000 60,000 3,119.79 58,583.07 -- -- 2,766 -- -- Cause of failure to satisfy the plan progress or predicted revenue and the Inapplicable cause (based on specific project) Note to the significant change in the feasibility of a Inapplicable project Amount, application and application progress of the Inapplicable over-raised capital Change of the site for implementation of the Inapplicable project invested with the 27 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text raised capital Adjustment of the way of implementation of the Inapplicable project invested with the raised capital Earlier investment in and The Company provided CNY 63.5839 million of the self-raised fund in the project to be invested with the raised capital. After the raised replacement of the project capital was available for the project, according to the special auditor's report and the resolution of the Board of Directors and as agreed by invested with the raised the sponsor, the raised capital was applied in the project respectively on January 20, 2016 and January 21, 2016 and the self-raised fund capital as invested previously was replaced. The idled raised capital used to replenish working Inapplicable capital for time being Amount of the balance of the raised capital incurred in Inapplicable project implementation and the cause Application and status of the Ended December 31, 2018, the Company's raised fund had been used up. raised capital unused Application of the raised capital and the issues existing in the information Inapplicable disclosure or other information Note: The accumulative investment with the raised capital amounted to CNY 585.8307 million while the net raise capital as received amounted to CNY 582.9244 million. The balance between the two amounting to CNY 2.9063 million was due to that 1) the Company had invested the net interest income amounting to CNY 0.9509 million arising from the account deposit of the raised capital in the projects invested with the raised capital; 2) the Company paid the issuing expenses for raising the capital amounting to CNY 1.9554 million from the own fund. (3) Change of the Projects Invested with the Raised Capital Inapplicable VI. Sales of Significant Assets and Equity 1. Sales of Significant Assets Inapplicable 28 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 2. Sales of Significant Equity Inapplicable VII. Analysis on Principal Subsidiaries and Mutual Shareholding Companies Particulars about the principal subsidiaries and mutual shareholding companies which may affect the Company’s net profit by over 10%. In CNY Company Principal Registered Operating Operating Company type Total assets Net assets Net profit Names business capital revenue profit Purchase & Shenzhen sale and Harmony repairing 1,525,299,380. 771,047,827.3 2,107,171,019. 117,994,574.0 World Watches Subsidiaries 600,000,000 92,675,275.97 service of 86 6 37 6 Center Co., watches and Ltd. components Design, R & D and sales of FIYTA Sales 742,574,904.2 401,872,117.8 1,027,778,790. Subsidiaries watches and 450,000,000 -13,350,224.65 -10,380,652.52 Co., Ltd. 7 8 49 components & parts Shenzhen FIYTA Manufacture Sophisticated and production 199,287,290.2 126,817,895.5 391,743,894.5 Subsidiaries 10,000,000 92,231,635.04 79,917,680.30 Timepieces of watches and 2 9 4 Manufacture components Co., Ltd. Shenzhen Production and FIYTA machining of 107,109,049.7 Technology Subsidiaries sophisticated 10,000,000 93,175,666.69 66,854,230.98 7,673,840.30 7,552,309.14 0 Development components Co., Ltd. and parts Trading of watches and FIYTA (Hong 250,553,071.4 166,857,380.7 127,815,302.3 Subsidiaries accessories 137,737,520 -9,991,088.62 -13,926,872.13 Kong) Limited 6 2 7 and investment Shiyuehui Design, R & D Boutique and sales of Subsidiaries 5,000,000 20,074,338.88 -3,792,098.52 27,288,251.21 217,825.72 -252,234.02 (Shenzhen) watches and Co., Ltd. components & 29 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text parts Purchase & Liaoning sale of Hengdarui 143,835,959.2 Subsidiaries watches and 51,000,000 40,062,997.77 9,111,983.83 1,220,621.29 914,215.97 Commerce & 6 components & Trade Co., Ltd. parts Harbin Purchase & Harmony sale of World Watch Subsidiaries watches and 500,000 14,804,401.11 3,632,411.43 38,734,268.74 196,739.56 66,430.83 Distribution components & Co., Ltd. parts Design, R & D Emile Chouriet and sales of 126,442,604.1 107,143,080.3 (Shenzhen) Subsidiaries watches and 41,355,200 62,866,037.60 1,885,427.05 1,361,927.90 9 3 Limited components & parts Production and Shanghai Mutual sales of 115,360,493.1 104,526,575.6 Watch Industry shareholding watches and 15,350,000 97,282,978.95 4,487,189.00 4,006,180.22 7 9 Co., Ltd. company components & parts Subsidiaries acquired and disposed in the reporting period Inapplicable Note to the principal mutual shareholding companies Inapplicable VIII. Structurized Entities Controlled by the Company Inapplicable IX. Development Prospect I. Development Trend of the Industry In 2019, the situation that the domestic economic growth may further slow down and there may exist uncertainty in the consumer market shall become “the new normal”; superposition of such technologies as Internet of Things, AI, communication, etc. shall further promote transformation of the commercial ecology and watch industry shall still be confronted with various challenges. On the other hand, however, in the long run, benefited by growth of the people's disposable income, rise of middle class and rise of high quality consumption demand, the medium- and high-end consumer goods shall enter the fast traffic lane of development. The favorable policies, such as the preferential policies of adjustment of customs duties, tax reduction, to be introduced, shall be expectable to speed up this progress. In addition, with rise of China's comprehensive strength, consumers’ recognition of excellent home-made brands and the products which can be better integrated in China's traditional culture shall be quickly raised. In a word, in 2019, the Chinese 30 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text consumer market shall breed and prompt more development opportunities. The domestic watch market shall present a situation of general stability with constant growth of the medium- and high-end market. II. Development Strategy The Company takes “to create quality life” as its mission, focuses on watch business, insists on brand strategy and persists in innovation and development, and devotes itself to build the Company into a “leading internationalized watch brand enterprise” and create satisfactory value return for its shareholders. III. Key Work in 2019 In 2019, the Company shall, centering on lean operation of the two principal core businesses - watch brand management and watch retail services, ensure stable growth of the Company's business performances. The key work is summarized as follows: 1. Comply with the consumption upgrading trend, continue to carry forward the brand upgrading work with FIYTA Brad as the core, speed up development of the brands, including FIYTA, Emile Chouriet, JONAS&VERUS, JEEP, BEIJING, etc., consolidate the competition superiority and improve the segmented market share and brand influence. 2. Seize the growth opportunity of medium- and high-end brands, carry forward channel upgrading with Harmony as the core and service upgrading, speed up optimization and development of the watch retail services of HARMONY and BRAND GALLERY, continuously improve the channel operation efficiency, stabilize the position of HARMONY in the industry and improve the channel influence of BRAND GALLERY. 3. Quickly integrate modern information technology, speed up promoton of whole-channel integration development and intelligent retail work and construct “Big Data” of brand operation management. 4. Continue to explore integration of the Internet of Things, AI technology and communication technology with modern watch industry and speed up business innovation development of smart watches, etc. IV. Capital Necessary for Future Development According to the Company's business development plan and financial budget planning in 2019 and for the purpose of satisfying the demand on investment and operation capital and at the same time timely seizing the development opportunity possibly brought about from the market change, the Company plans to apply for financing credit line with amount not exceeding CNY 900 million by various means, including credit, guarantee, loan to subsidiaries, mortgage, etc. in 2019. V. Risks Possibly to be Confronted with 1. In 2019, it is not optimistic for growth of macro-economy and the consumption confidence is still in process of recovery, which may cause the consumers to be more cautious in shopping, and consumer discretionary industry may be confronted with growth pressure. 2. Young consumer group's demand tends to be personalized and diversified and it is more difficult to focus what brands consumers may choose. The industrial competition and fighting for seizing consumers among various brands shall become more fierce. 3. Great change may take place in off-line shopping environment due to quick development of shopping center and it 31 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text would be more difficult to guide flow for off-line sales channels; online costs and expenses increase constantly and the performance of online channels may be affected. 4. There exists big difference in product features, operation model and investment between smart watches and traditional watches. The Company shall be required to have higher resources integration capability, investment in key technologies and talents reserve. X. Statement of Such Activities as Reception of Survey, Communications, Interview, etc. 1. Registration Form of the Activities, such as Reception of Survey, Communications, Interviews, etc. in the Reporting Period Reception time Way of reception Types of visitors received Index of basic information of survey http://irm.cninfo.com.cn/ircs/ssgs/companyIrmForS January 11, 2018 Field survey Institution zse.do?stockcode=000026 http://irm.cninfo.com.cn/ircs/ssgs/companyIrmForS January 23, 2018 Field survey Institution zse.do?stockcode=000026 http://irm.cninfo.com.cn/ircs/ssgs/companyIrmForS March 22, 2018 Field survey Institution zse.do?stockcode=000026 http://irm.cninfo.com.cn/ircs/ssgs/companyIrmForS October 23, 2018 Field survey Institution zse.do?stockcode=000026 Number of reception 4 Number of institutions received 25 Number of persons received 28 Number of other visitors received 0 Is there any important information disclosed, revealed or leaked No to the public? 32 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Section 5 Significant Events I. Profit Distribution for Common Stock and Conversion of Capital Reserve into Share Capital Preparation, Implementation or Adjustment of the Policy for Common Stock Profit Distribution, Especially the Policy for Cash Dividend Distribution The Company's 2017 Profit Distribution Plan was reviewed and approved at the 24th session of the Eighth Board of Directors held on March 8, 2018 and 2017 Annual General Meeting held on June 21, 2018. It was resolved that with the Company’s total share capital of 438,744,881 shares as at December 31, 2017 as the base, the Company would distribute cash dividend at the rate of CNY 2.00 for every 10 shares (with tax inclusive), bonus share at the rate of 0 share for every 10 shares (with tax inclusive) to the whole shareholders and capitalize no capital reserve to the whole shareholders. The implementation of the profit distribution plan was finished on August 1, 2018. For the detail, refer to the Announcement on Implementation of the Profit Distribution for Year 2017 (2018-014). Special Note to Cash Dividend Distribution Policy Does it comply with the Articles of Association or the Yes resolution of the General Meeting? Are the profit distribution criteria and proportions definite Yes and clear? Are the relevant decision-making process and Yes mechanism complete? Do independent directors do their best in performing their Yes duties and bring their duties into due play? Do minority shareholders have opportunity to make full expression of their opinions and appeal? Have their Yes lawful rights and interests been fully protected? In case of adjustment or variation of the cash dividend distribution policy, do the conditions and procedures Inapplicable comply with the regulations and transparent? The profit distribution plan or proposal and the preplan or proposal of conversion of the capital reserve into share capital in the past three years (with the reporting period inclusive): According to the provisions concerning cash dividend distribution in the Articles of Association, the Company prepared specific cash dividend distribution plan after the Board of Directors and the Shareholders’ General Meeting have reviewed strictly according to the requirements. In the past three years, the Company has well implemented the cash dividend distribution policy, fully asked for the independent directors’ opinions, effectively ensured the minority shareholders’ benefit and made timely and accurate disclosure in its annual report and the relevant media. Profit Distribution Plan in 2016: With the total share capital of 438,744,881 shares as at December 31, 2016 as the base, the Company is going to distribute to the whole shareholders cash dividend at CNY 1.00 for every 10 shares (with tax inclusive), 0 bonus share for every 10 shares; converted no reserve into share capital. 33 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Profit Distribution Plan in 2017: With the total share capital of 438,744,881 shares as at December 31, 2017 as the base, the Company is going to distribute to the whole shareholders cash dividend at CNY 2.00 for every 10 shares (with tax inclusive), 0 bonus share for every 10 shares; converted no reserve into share capital. Profit Distribution Plan in 2018: With the total share capital of 438,744,881 shares as at December 31, 2018 as the base, the Company is going to distribute to the whole shareholders cash dividend at CNY 2.00 for every 10 shares (with tax inclusive), 0 bonus share for every 10 shares; converted no reserve into share capital. The accumulative amount of cash dividend distributed in the past three years took 151.39% of the annual average net profit in the past three years, which complies with the rules and regulations. Statement of cash dividends distributed in the past three years (with the reporting period inclusive) In CNY Proportion of the Ratio of the total cash dividend amount of cash Net profit Ratio of the net distributed in dividend attributable to the Amount of cash profit attributable other way(s) in (including other Company’s dividend Total amount of Amount of Cash to the Company’s the net profit way(s)) in the net Year of Dividend shareholders in distributed in cash dividend Dividend shareholders attributable to the profit attributable Distribution the consolidated other way(s) (including other (including tax) taken in the Company’s to the Company’s statements of the (such as shares way(s)) consolidated shareholders of shareholders of year of dividend repurchased) statements ordinary shares in ordinary shares in distribution the consolidated the consolidated statements statements 2018 87,748,976.20 183,835,095.29 47.73% 0.00 0.00% 87,748,976.20 47.73% 2017 87,748,976.20 140,216,258.28 62.58% 0.00 0.00% 87,748,976.20 62.58% 2016 43,874,488.10 110,662,681.59 39.65% 0.00 0.00% 43,874,488.10 39.65% In the reporting period, both the Company’s profit and the parent company’s profit available for shareholders of ordinary shares were positive but no common stock cash dividend distribution proposal has been put forward. Inapplicable II. Preplan for Profit Distribution and Conversion of Capital Reserve into Share Capital in the Reporting Period Bonus shares distributed at the rate of ___ (share) for every 10 0 shares Dividend distributed at the rate of CNY___ for every 10 shares 2.00 (with tax inclusive) Number of shares converted for every 10 shares (shares) 0 Share capital base for the dividend distribution preplan (shares) 438,744,881 Total cash dividend distributed (with tax inclusive) 87,748,976.20 34 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Amount of cash dividend distributed in other way(s) (such as 0.00 shares repurchased) Total amount of cash dividend (including other way(s)) 87,748,976.20 Profit available for distribution (CNY) 683,798,086.83 Proportion of the cash dividend in the total profit available for 100% distribution (%) Cash Dividend Distribution for the Reporting Year Others Detailed information for profit distribution or conversion of capital reserve into share capital preplan The Company's 2018 Profit Distribution Plan was reviewed and approved at the 6th session of the Ninth Board of Directors held on March 13, 2019 and brought to 2018 Annual General Meeting for review. It was planned that with the Company’s total share capital of 438,744,881 shares as at December 31, 2018 as the base, the Company would distribute cash dividend at the rate of CNY 2.00 for every 10 shares (with tax inclusive), bonus share at the rate of 0 share for every 10 shares (with tax inclusive) to the whole shareholders and capitalize no capital reserve to the whole shareholders. The profit distribution plan is subject to review and approval of the General Meeting before implementation. III. Implementation of Commitments 1. 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 Implementation Commitments Promiser Description type time deadline 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 Commitment made at IPO or re-financing Equity incentive commitment The said Huang directors and Yongfeng, Chen senior Libin, Lu executives Commitment for Other commitments to the minority Bingqiang, Lu increased December 16, Completed in sales restriction 6 months shareholders Wanjun, Liu holding of the 2017 implementation on shares Xiaoming, Pan Company's Bo, Li Ming, shares and Chen Zhuo committed that within six 35 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text months of the increase they shall not reduce the holding size initiatively, shall not be engaged in any inside trading, trading the shares during sensitive period or short swing trading. Has the commitment been timely implemented Yes If the commitment has not been implemented at the end of the reporting period, it is necessary Inapplicable to explain the specific reason of failure in implementation and the future work plan. 2. There existed profit anticipation for the Company’s assets or projects while the reporting period was still within the duration of the profit anticipation. The Company made explanation on whether the assets or projects reached the anticipated profit and the cause Inapplicable IV. Non-operational Occupancy of the Company’s Capital by the Controlling Shareholder and its Related Parties Inapplicable V. Explanation of the Board of Directors, the Supervisory Committee and Independent Directors (if any) on the “Qualified Auditor’s Report” issued by the CPAs in the Reporting Period Inapplicable VI. Explanation on the Changes in the Accounting Policy, Accounting Estimate, and Accounting Method in Comparison with the Financial Report of the Previous Year Inapplicable VII. Explanation on Serious Accounting Errors Occurred in the Reporting Period Necessary to be Restated Retrospectively Inapplicable 36 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text VIII. Explanation on the Changes in the Scope of the Consolidated Statements in Comparison with the Financial Report of the Previous Year Inapplicable IX. Engagement/Disengagement of CPAs CPAs currently engaged by the Company Ruihua Certified Public Accountants (Special General Name of the domestic CPAs Partnership) Successive years of the domestic CPAs offering auditing 3 services Name of the certified public accountants from the Wang Yuqiao and Liu Xin domestic CPAs Successive years of the domestic CPAs offering auditing 3 services Has the CPAs been changed for the reporting period? No Employment of CPAs, financial consultant or sponsor for auditing the internal control The 24th Session of the Eighth Board of Directors held on March 8, 2018 and 2017 Annual General Meeting held on June 21, 2018 reviewed and approved the Proposal for Payment of the Auditing Fee of Year 2017 and Engagement of the CPAs as the Auditor of Year 2018, and decided to renew Ruihua Certified Public Accountants (Special General Partnership) as the Company's Auditor for auditing the Company's 2018 Financial Report and Internal Control for a term of one year. During the reporting period, the Company paid the audit fee amounting to CNY 700,000.00 to Ruihua Certified Public Accountants (Special General Partnership) for auditing the financial report and CNY 300,000.00 for auditing the internal control. X. Listing Suspension or Delisting Possibly to be Confronted with after Disclosure of the Annual Report Inapplicable XI. Matters concerning Bankruptcy Reorganization Inapplicable XII. Significant Lawsuits and Arbitrations Inapplicable XIII. Penalty and Rectification Inapplicable 37 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text XIV. Integrity of the Company and its Controlling Shareholder and Actual Controller Inapplicable XV. Implementation of the Company’s Equity Incentive Plan, Employee Stock Ownership Plan or other Employee Incentive Measures The 3rd session of the Ninth Board of Directors held on November 12, 2018 and 2019 1st Extraordinary General Meeting held on January 11, 2019 decided to start 2018 A-Share Restrictive Stock Incentive Program (Phase I), which was later on reviewed and approved at the 5th session of the Ninth Board of Directors held on January 11, 2019, and the Company eventually granted 4.224 million restrictive A-shares to 128 persons eligible for the incentive。 For the detail, refer to the relevant announcement disclosed in the Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn on January 12, 2019. This part of A-share restrictive stock was all granted and registered for listing by January 31, 2019. XVI. Significant Related Transactions 1. Related Transactions Related with Day-to-Day Operations Inapplicable 2. Related transactions concerning acquisition and sales of assets or equity Inapplicable 3. Related transactions concerning joint investment in foreign countries Inapplicable 4. Current Associated Rights of Credit and Liabilities Inapplicable 5. Other Significant Related Transactions The 4th session of the Ninth Board of Directors held on December 25, 2018 and 2019 1st Extraordinary General Meeting held on January 11, 2019 reviewed and approved the Proposal for Conclusion of the Financial Service Agreement with AVIC Finance Co., Ltd., and decided to terminate the original agreement with AVIC Finance Co., Ltd. and conclude a new Finance Service Agreement. For the detail, refer to the Announcement on the Resolution of the 4th Session of the Ninth Board of Directors No. 2018-029, Announcement on the Conclusion of the Financial Service Agreement with AVIC Finance Co., Ltd. - Related Transaction No. 2018-031 and Announcement of the Resolution of 2019 1st Extraordinary General Meeting No. 2019-008). Inquiry on the website for disclosing the provisional report concerning significant related transactions 38 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Description of the provisional Date of disclosure Disclosure website announcements Announcement on the Resolution of the 4th Session of the Ninth Board of December 27, 2018 www.cninfo.com.cn Directors, 2018-029 Announcement on the Financial Service Agreement with AVIC Finance Co., Ltd. a December 27, 2018 www.cninfo.com.cn Related Transaction, 2018-031 Announcement on Resolution of 2019 1st Extraordinary General Meeting January 12, 2019 www.cninfo.com.cn 2019-008 XVII. Important Contracts and Implementation 1. Custody, Contacting and Leases (1) Custody Inapplicable (2) Contracting Inapplicable (3) Leases Inapplicable 2. Significant Guarantees (1) Guarantees In CNY 10,000 Outward guarantees Offered by the Company and its Subsidiaries (excluding guarantee to the subsidiaries) Date of the Guarante announceme Implemen Guarantee Actual amount Type of Guarantee e to Names of Guarantees nt on the Date of occurrence tation line of guarantee guarantee period related guarantee status party? line Inapplicable Total amount of outward guarantee Total amount of outward 0 0 approved in the report period (A1) guarantee actually incurred in the 39 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text report period (A2) Total amount of outward guarantee already Total ending balance of outward approved at the end of the report period 0 guarantee at the end of the report 0 (A3) period (A4) Guarantee to the subsidiaries Date of the Guarante announcem Implement Guarantee Actual amount Type of Guarantee e to Names of Guarantees ent on the Date of occurrence ation line of guarantee guarantee period related guarantee status party? line Guarantee March 10, December 30, Harmony 20,000 8,000 with joint 1 year No No 2018 2018 responsibility Guarantee March 10, the Hong Kong Co. 7,016.8 April 26, 2018 2,631.3 with joint 1 year No No 2018 responsibility Guarantee March 10, September 10, the Hong Kong Co. 3,508.4 348.67 with joint 1 year No No 2018 2018 responsibility Guarantee March 10, the Hong Kong Co. 0 October 15, 2018 557.86 with joint 1 year No No 2018 responsibility Guarantee March 10, November 13, the Hong Kong Co. 0 418.4 with joint 1 year No No 2018 2018 responsibility Guarantee March 10, November 27, the Hong Kong Co. 0 263.13 with joint 1 year No No 2018 2018 responsibility Total amount of guarantee to the Total guarantee quota to the subsidiaries 30,525.2 subsidiaries actually incurred in 12,219.36 approved in the reporting period (B1) the reporting period (B2) Total guarantee quota to the subsidiaries Total balance of actual guarantee approved at the end of the reporting period 30,525.2 to the subsidiaries at the end of 12,219.36 (B3) the reporting period (B4) Guarantee among the subsidiaries Date of the Guarante announcem Implemen Guarantee Actual amount Type of Guarantee e to Names of Guarantees ent on the Date of occurrence tation line of guarantee guarantee period related guarantee status party? line 40 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Inapplicable Total amount of guarantee to the Total guarantee quota to the subsidiaries 0 subsidiaries actually incurred in 0 approved in the reporting period (C1) the reporting period (C2) Total guarantee quota to the subsidiaries Total balance of actual guarantee approved at the end of the reporting period 0 to the subsidiaries at the end of 0 (C3) the reporting period (C4) Total amount of guarantees (i.e. Total of the previous three major items) Total amount of outward Total guarantee quota to the subsidiaries 30,525.2 guarantee actually incurred in the 12,219.36 approved in the reporting period (A1) report period (A2) Total amount of guarantees already Total ending balance of approved at the end of the report period 30,525.2 guarantees at the end of the 12,219.36 (A3) report period (A4) Proportion of the actual guarantees in the Company’s net assets (namely A4+B4 + 4.75% C4) Including: Amount of guarantees offered to the shareholders, actual controller and its related 0 parties (D) Amount of guarantee for liabilities directly or indirectly offered to the guarantees with 0 the asset-liability ratio exceeding 70% (E) Guarantee with total amount exceeding 50% of the net assets (F) 0 Total amount of the aforesaid three guarantees (D+E+F) 0 For the guarantee not yet due, guarantee responsibility incurred in the reporting Inapplicable period or description of the possible related discharge duty (if any) Note to the outward guarantee against the established procedures (if any) Inapplicable Description of the guarantee with complex method Inapplicable (2) Outward guarantee against regulations Inapplicable 3. Entrusting a Third Party to Manage the Cash Assets (1) Finance Management on Commission Inapplicable 41 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (2) Entrusted Loan Inapplicable 4. Other Important Contracts Inapplicable XVIII Social Responsibilities 1. Implementation of social responsibilities "The Social Responsibility Report " was published on www.cninfo.com.cn on March 15, 2019. 2. Implementation of the social responsibility of precise poverty relief During the reporting period of half a year, the Company had neither precise poverty relief work nor follow-up precise poverty relief plan necessary to be carried out. 3. Environmental Protection Does the Company or any of its subsidiaries belong to a key pollutant discharging unit as announced to the public by the environmental protection authority? Yes Description Distribution Pollutant Total Name of the of the major Number of Total Way of of the Discharging Discharge discharge Over-dischar Company or pollutants or discharging discharge discharging discharging concentration Standards in volume ging its Subsidiary specific outlets volume outlets Force verified pollutant Shanghai At the port of Nickel and Intermittent Nickel:0.1; Watch effluent Nickel﹤ 2640 3960 chromium and 1 chromium:0. None Industry Co., treatment 0.01, tons/year tons/year effluent interruption 3 Ltd. equipment Construction and operation of the pollution prevention and control facilities Shanghai Watch Co., Ltd. reconstructed the clean production facility in 2016 and added 2 sets of equipment in 2018 for the purpose of ensuring discharging of nickel and chromium effluent to comply with the Emission Standard of Pollutants for Electroplating during 2018. So far, the facility has been running normally and has never over-discharged the pollutants; and has now networked the platform of the local environmental protection authority. Environmental impact assessment on construction projects and other environmental protection administrative licensing In 2018 Yangpu District Environmental Protection Bureau of Shanghai organized and held the Clean Production Auditing and Assessment Seminar of Shanghai Watch Co., Ltd. where the company's clean production work was assessed, audited and approved. 42 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Shanghai Watch Co., Ltd.has passed the pollution discharge verification organized by Yangpu District Environmental Protection Bureau of Shanghai with the Notice of Pollution Discharging Verification No.: YANG HUAN JIAN HUAN JIAN FEI HE ZI [2007] No. 05363; In accordance with the provisions of Shanghai Environmental Protection Bureau, the Company is going to apply for the pollutant discharging licence before the end of 2019. At present, the company is making the relevant preparation work for application for the pollutant discharging licence. Contingency Plan for Emergent Environmental Incidents Shanghai Watch Co., Ltd. prepared the Emergency Response Plan against Emergent Environmental Incidents and regularly organizes training and exercise every year. The aforesaid plan has been approved and filed for record by Yangpu District Environmental Protection Bureau of Shanghai and has been published on the Environmental Information Disclosure Platform of Enterprises and Institutions of Shanghai. Environment Self-Monitoring Program Yangpu District Environmental Protection Bureau of Shanghai conducts supervision once every quarter. The company entrusts Shanghai Light Industry Environment Protection and Pressure Vessel Monitoring General Station, a competent independent agent, to conduct the monitoring every year. The company is itself equipped with monitoring instruments and conducts self-monitoring at least 4 times every month. Other environment information necessary to be disclosed The company has disclosed the concerned information on the Environmental Information Disclosure Platform of Enterprises and Institutions of Shanghai according to the requirements of the local environmental protection authorities. Website: http://xxgk.eic.sh.cn Other information in connection with the environmental protection None XIX. Notes to Other Significant Events 1. Amendment of the Articles of Association The 26th Session of the Eighth Board of Directors held on August 21, 2018 and 2018 2nd Extraordinary General Meeting held on September 11, 2018 reviewed and approved the Proposal on Amendment of the Articles of Association. For the detail, refer to the Announcement on the Resolution of the 26th Session of the Eighth Board of Directors No. 2018-015, the Announcement on the Resolution of 2018 2nd Extraordinary General Meeting No. 2018-021 and the Proposal on Amendment of the Articles of Association disclosed on the Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. 2. Election for the New Board of Directors and the New Supervisory Committee The 26th Session of the Eighth Board of Directors held on August 21, 2018 and 2018 2nd Extraordinary General Meeting held on September 11, 2018 reviewed and approved the Proposal on Election for the New Board of Directors and Nomination of on-independent Director Candidates and the Proposal on Election for the New Board of Directors and 43 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Nomination of Independent Director Candidates. Mr. Huang Yongfeng, Mr. Wang Mingchuan, Mr. Fu Debin, Mr. Xiao Zhanglin, Mr. Wang Bo, Mr. Chen Libin were elected non-independent directors of the Ninth Board of Directors; Mr. Wang Jianxin, Mr. Zhong Hongming and Mr. Tang Xiaofei were elected independent directors of the Ninth Board of Directors. For the detail, refer to the Announcement on the Resolution of the 26th Session of the Eighth Board of Directors No. 2018-015, the Announcement on the Resolution of 2018 2nd Extraordinary General Meeting No. 2018-021 disclosed on the Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. The 19th Session of the Supervisory Committee held on August 21, 2018 and 2018 2nd Extraordinary General Meeting held on September 11, 2018 reviewed and approved the Proposal on Election for the New Supervisory Board; Mr. Wang Baoying was elected non-staff supervisor of the Ninth Supervisory Committee. For the detail, refer to the Announcement on the Resolution of the Ninth Supervisory Committee No. 2018-016 and the Announcement on the Resolution of 2018 2nd Extraordinary General Meeting No. 2018-021 disclosed on the Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. 2018 Staff Representative Congress held on August 30, 2018 reviewed and approved the Proposal on Election of the Staff Representative Supervisors of the Ninth Supervisory Committee; Madam Sheng Qing and Mr. Zou Zhixiang were elected staff representative supervisors the Ninth Supervisory Committee. For the detail, refer to the Announcement on the Resolution of the Staff Representative Congress No. 2018-019 disclosed on the Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. XX. Significant Events of the Company's Subsidiaries Inapplicable 44 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Section 6 Change of Shares and Particulars about Shareholders I. Change of Shares 1. Change of Shares In shares Before the change Increase / Decrease (+/ -) After the change Shares New Bonus converted Quantity Proportion Others Sub-total Quantity Proportion issuing shares from reserve I. Restricted shares 380,513 0.09% 0 380,513 0.09% 1. Shares held by the state 0 0.00% 0 0 0.00% 2. State corporate shares 0 0.00% 0 0 0.00% 3. Other domestic shares 380,513 0.09% 0 380,513 0.09% Including: Domestic corporate 0 0.00% 0 0 0.00% shares Shares held by domestic 380,513 0.09% 0 380,513 0.09% natural persons 4、Foreign invested shares 0 0.00% 0 0 0.00% Including: Foreign corporate shares 0 0.00% 0 0 0.00% Shares held by foreign 0 0.00% 0 0 0.00% natural persons 438,364,3 438,364,3 II. Unrestricted shares 99.91% 0 99.91% 68 68 356,716,3 356,716,3 1. CNY ordinary shares 81.30% 0 81.30% 68 68 2. Foreign invested shares listed in 81,648,00 81,648,00 18.61% 0 18.61% Mainland China 0 0 3、Foreign invested shares listed 0 0.00% 0 0 0.00% abroad 4. Miscelleneous 0 0.00% 0 0 0.00% 438,744,8 438,744,8 III. Total shares 100.00% 0 100.00% 81 81 Cause of the change of shares Inapplicable 45 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Approval of Change of the Shares Inapplicable Transfer of the Shares Changed Inapplicable Progress of implementation of the stock repurchase Inapplicable Progress of implementation of reduction of the holding size of the shares repurchased by centralized bidding Inapplicable Influence of the change of the shares upon such financial indicators as the basic EPS and diluted EPS, net asset value per share attributable to the common stockholders in the past year and the latest period Inapplicable Other information the Company considers necessary or required by the securities regulatory authority to be disclosed. The 3rd session of the Ninth Board of Directors held on November 12, 2018 and 2019 1st Extraordinary General Meeting held on January 11, 2019 decided to start 2018 A-Share Restrictive Stock Incentive Program (Phase I), which was later on reviewed and approved at the 5th session of the Ninth Board of Directors held on January 11, 2019, and the Company eventually granted 4.224 million restrictive A-shares to 128 persons eligible for the incentive。 The date of granting this part of restrictive shares was January 11, 2019 (The lock-up period of these restrictive shares was two years commencing from the date of granting) . By January 30 2019, the work of granting the shares and registration for listing was completed. After the share granting, the Company's total capital stock increased to 442,968,881 shares. 2. Change of the Restricted Shares Inapplicable II. Issuing and Listing 1. Issuing of securities (with preferred stock exclusive) in the reporting period Inapplicable 2. Note to changes of the company’s total shares and the structure of shareholders as well as the structure of assets and liabilities Inapplicable 3. Existing Employee Shares Inapplicable 46 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text III. Shareholders and Actual Controlling Shareholder 1. Number of Shareholders and Shareholding In shares Total preference shareholders with Total preference Total common the voting power shareholders with the Total common shareholders at the recovered at the voting power shareholders at end of the month end of the month 31,855 31,352 recovered at the end 0 0 the end of the before the date of before the day of of the reporting period reporting period disclosing the disclosing the (if any) (Refer to Note annual report Annual Report (if 8) any) (Refer to Note 8) Shares held by the shareholders holding over 5% shares or the top ten shareholders Number Pledging or freezing of shares Increase/ Number Quantity of Sharehold held at decrease of the Name of the Nature of the unrestricte ing the end of in the restricted Shareholder shareholder d shares Status of the shares Quantity proportion the reporting shares held reporting period held period AVIC International 162,977,3 162,977,32 State corporate 37.15% 0 0 Holding Limited 27 7 Chongqing International Trust Co., Domestic natural 18,389,22 4.19% 6,904,000 0 18,389,227 Ltd. - YUXIN No. 2 persons 7 Trust Domestic natural 12,703,96 12,703,96 Mo Jiadong 2.90% 0 12,703,968 persons 8 8 Domestic natural 11,069,72 #Yang Zugui 2.52% 1,568,758 0 11,069,727 persons 7 National Social Security Fund 114 State corporate 2.20% 9,657,744 0 0 9,657,744 Portfolio Xizang Investment State corporate 1.13% 4,976,551 0 0 4,976,551 Co., Ltd. MANULIFE TEDA Domestic Fund- Minsheng non-state-owned 1.12% 4,893,559 0 0 4,893,559 Bank-MANULIFE corporate 47 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text TEDA Value Growth Oriented Additional Issue No. 351 Assets Management Program Shenzhen Heli Domestic Fengyuan Commerce non-state-owned 0.62% 2,704,000 -596,000 0 2,704,000 & Trade Co., Ltd. corporate Shenzhen Rongliyuan Domestic Commercial non-state-owned 0.37% 1,630,500 1,030,500 0 1,630,500 Information Co., Ltd. corporate China Construction Bank Co., Ltd. - INVESCO GREAT Domestic -1,531,10 WALL Quantized non-state-owned 0.31% 1,376,533 0 1,376,533 0 Selected Stock Type corporate Securities Investment Fund About the fact that a strategic investor or ordinary corporate became one of the top ten Inapplicable shareholders due to placement of new shares (if any) (Refer to Note 3) Explanation on associated relationship or Inapplicable consistent action of the above shareholders Shares held by top 10 shareholders of unrestricted shares Share type Name of the Shareholder Quantity of unrestricted shares held at the end of the reporting period Share type Quantity CNY ordinary AVIC International Holding Limited 162,977,327 162,977,327 shares Chongqing International Trust Co., Ltd. - YUXIN CNY ordinary 18,389,227 18,389,227 No. 2 Trust shares CNY ordinary Mo Jiadong 12,703,968 12,703,968 shares CNY ordinary #Yang Zugui 11,069,727 11,069,727 shares CNY ordinary National Social Security Fund 114 Portfolio 9,657,744 9,657,744 shares CNY ordinary Xizang Investment Co., Ltd. 4,976,551 4,976,551 shares MANULIFE TEDA Fund- Minsheng Bank- CNY ordinary 4,893,559 4,893,559 MANULIFE TEDA Value Growth Oriented shares 48 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Additional Issue No. 351 Assets Management Program Shenzhen Heli Fengyuan Commerce & Trade CNY ordinary 2,704,000 2,704,000 Co., Ltd. shares Shenzhen Rongliyuan Commercial Information CNY ordinary 1,630,500 1,630,500 Co., Ltd. shares China Construction Bank Co., Ltd. - INVESCO CNY ordinary GREAT WALL Quantized Selected Stock Type 1,376,533 1,376,533 shares Securities Investment Fund Explanation to the associated relationship or consistent action among the top 10 shareholders of non-restricted negotiable shares Inapplicable and that between the top 10 shareholders of non-restricted negotiable shares and top 10 shareholders. Note to the top 10 shareholders involved in margin financing & securities lending (if any) Inapplicable (Refer to Note 4) Did the top ten common shareholders or top ten shareholders of unrestricted common shares conduct contractual repurchase during the reporting period? No 2. Controlling Shareholder Nature of the controlling shareholder: State-owned shareholding directly under the central government Type of the controlling shareholder: corporate Legal Representative Name of the Controlling Shareholder Date of incorporation Organization Code Leading business activities /Leader Investing and initiating entities (separate application is to be submitted for a specific project); domestic commerce, supply and AVIC International Holding Limited Liu Hongde June 20, 1997 91440300279351229A sales of goods and materials (excluding the goods for exclusive sale, under special control and monopolized goods); import and export. Equity in other domestic and foreign AVIC International Holding Limited holds 22.35% equity in AVIC Sunda Holding Company Limited (AVIC SUNDA 000043); 14.24% listed companies held by the equity in Tianma Micro-electronics Co., Ltd. (SHEN TIANMA A 000050); 69.74% equity in Shennan Circuits Co.,Ltd. (Shennan controlling shareholder by means of Circuits 002916); and 73.87% equity in AVIC International Maritime Holdings Limited (a Singapore listed company, O2I). control and mutual shareholding in 49 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text the reporting period. Change of the controlling shareholder in the reporting period Inapplicable 3. Actual Controller and its Concerted Parties Nature of the actual controller: State-owned assets regulatory agency directly under the central government Type of the actual controller: corporate Legal Date of Name of the Actual Controller Representative Organization Code Leading business activities incorporation /Leader Import & export; warehousing; investment and management of industry, hotel, property, real estate; development, sales and repairing service of new energy AVIC International Holding equipment; exhibition; transfer of Liu Hongde April 12, 1983 911100001000009992 Corporation technology and technical services in connection with the aforesaid businesses; dispatch contract workers to implement overseas engineering works; sales of poisonable chemicals. Equity in other domestic and foreign listed companies AVIC International holds 8.40% equity in Tianma Micro-electronics Co., Ltd. (SHEN TIANMA A 000050). controlled by the actual controller in the reporting period Change of the actual controller in the reporting period Inapplicable Block Diagram of the Ownership and Control Relations between the Company and the Actual Controller 50 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text State-owned Assets Supervision and Administration Commission of the State Council 100% National Council for Beijing Putuo Hanhua Aviation Industry AVIC CCB Aviation Industry Social Security Fund Investment Management Corporation of China Equity Investment (Tianjin) Co., 14.31% 14.31% 62.52% 8.86% AVIC International Holding Corporation 100% AVIC International Shenzhen Company Limited 37.50% 33.93% AVIC International Holdings Corporation 37.15% Fiyta Holdings Ltd. The actual controller controls the Company by means of trust or managing the assets in other ways: Inapplicable 4. Other Corporate Shareholder Holding over 10% of the Company’s Shares Inapplicable 5. Shareholding Reduction Restriction on the Controlling Shareholder, the Actual Controller, the Reorganizing Party and other Committing Party Inapplicable 51 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Section 7 About the Preferred Shares Inapplicable Section 8 Directors, Supervisors, Senior Executives and Employees I. Change in Shares Held by Directors, Supervisors and Senior Executives Number of Sharehold Sharehold Number of shares ing ing shares held at the Other Starting Expiry increased decreased held at Office beginning increase/d Name Title Gender Age date of date of in the in the end of the Status of the ecrease tenure tenure reporting reporting reporting reporting (shares) period period period period (shares) (shares) (shares) (shares) Huang Chairman In office Male 45 Septembe Septembe 80,000 0 0 0 80,000 Yongfeng r 11, 2018 r 11, 2021 Wang Mingchua Director In office Male 53 Septembe Septembe 0 0 0 0 0 n r 11, 2018 r 11, 2021 Fu Debin Director In office Male 42 Septembe Septembe 0 0 0 0 0 r 11, 2018 r 11, 2021 Xiao Director In office Male 43 Septembe Septembe 0 0 0 0 0 Zhanglin r 11, 2018 r 11, 2021 Wang Bo Director In office Male 40 Septembe Septembe 0 0 0 0 0 r 11, 2018 r 11, 2021 Chen Director & In office Male 55 Septembe Septembe 80,000 0 0 0 80,000 Libin GM r 11, 2018 r 11, 2021 Independ Wang ent In office Male 49 Septembe Septembe 0 0 0 0 0 Jianxin director r 11, 2018 r 11, 2021 Zhong Independ In office Male 44 0 0 0 0 0 52 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Hongming ent Septembe Septembe director r 11, 2018 r 11, 2021 Independ Tang ent In office Male 45 Septembe Septembe 0 0 0 0 0 Xiaofei director r 11, 2018 r 11, 2021 Chairman of the Wang Superviso In office Male 55 Septembe Septembe 0 0 0 0 0 Baoying ry r 11, 2018 r 11, 2021 Committe e Sheng Superviso In office Female 43 Septembe Septembe 0 0 0 0 0 Qing r r 11, 2018 r 11, 2021 Zou Superviso In office Male 35 Septembe Septembe 0 0 0 0 0 Zhixiang r r 11, 2018 r 11, 2021 Lu Deputy October October In office Male 58 96,311 0 0 0 96,311 Bingqiang GM 08, 2018 08, 2021 Deputy GM and Lu October October Secretary In office Male 52 50,000 0 0 0 50,000 Wanjun 08, 2018 08, 2021 of the Board Liu Deputy October October In office Male 48 50,000 0 0 0 50,000 Xiaoming GM 08, 2018 08, 2021 Deputy October October Pan Bo In office Male 43 50,000 0 0 0 50,000 GM 08, 2018 08, 2021 Deputy October October Li Ming In office Male 46 50,040 0 0 0 50,040 GM 08, 2018 08, 2021 Chief Chen October October Accounta In office Male 43 51,000 0 0 0 51,000 Zhuo 08, 2018 08, 2021 nt Zhang Independ August Hongguan ent Retired Male 63 Septembe 0 0 0 0 0 31, 2015 g director r 11, 2018 Independ Zhang August ent Retired Male 53 Septembe 0 0 0 0 0 Shunwen 31, 2015 director r 11, 2018 Wang Yan Independ Retired Male 62 August 0 0 0 0 0 53 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text ent 31, 2015 Septembe director r 11, 2018 Wang Superviso October Retired Male 39 Septembe 0 0 0 0 0 Jingqi r 14, 2016 r 11, 2018 Total -- -- -- -- -- -- 507,351 0 0 0 507,351 II. Personnel Change in Directors, Supervisors and Senior Executives Name Office Taken Type Date: Cause Elected independent director of the Ninth Board of Directors at the 26th Independent Appointment & September 11, Wang Jianxin Session of the Eighth Board of Directors and 2018 2nd Extraordinary director removal 2018 General Meeting. Elected independent director of the Ninth Board of Directors at the 26th Independent Appointment & September 11, Zhong Hongming Session of the Eighth Board of Directors and 2018 2nd Extraordinary director removal 2018 General Meeting. Elected independent director of the Ninth Board of Directors at the 26th Independent Appointment & September 11, Tang Xiaofei Session of the Eighth Board of Directors and 2018 2nd Extraordinary director removal 2018 General Meeting. Appointment & September 11, Elected staff supervisor of the Ninth Supervisory Committee at 2018 1st Zou Zhixiang Supervisor removal 2018 Staff Representative Congress. Independent Retired upon expiry September 11, Zhang Hongguang Retired upon expiry of the tenure of the Eighth Board of Directors director of the tenure 2018 Independent Retired upon expiry September 11, Zhang Shunwen Retired upon expiry of the tenure of the Eighth Board of Directors director of the tenure 2018 Independent Retired upon expiry September 11, Wang Yan Retired upon expiry of the tenure of the Eighth Board of Directors director of the tenure 2018 Retired upon expiry September 11, Wang Jingqi Supervisor Retired upon expiry of the tenure of the Eighth Supervisory Committee of the tenure 2018 III. Profile of Senior Executives Professional Background, CV and Major Duties of Directors, Supervisors and Senior Executives in Office Mr. Huang Yongfeng, born in May, 1974, senior engineer, master of management engineering of Beijing University of Aeronautics & Astronautics, and EMBA of China Europe International Business School. He is now the Secretary of the CPC Committee and Chairman of the Board of the Company. Mr. Huang used to be the chairman and general manager of AVIC INTL Zhuhai Co., Ltd., assistant to the general manager of AVIC International Holding Corporation, deputy general manager, assistant to the general manager, manager of the enterprise strategy and management department of AVIC International Shenzhen Co., Ltd., director of AVIC Sunda Holding Company Limited, director of Rainbow Department Store Co., Ltd., director of Tianma Microelectronics Co., Ltd. and chairman of Shenzhen Zhongshi Mechanical Equipment Co., Ltd. 54 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Mr. Wang Mingchuan, born in December 1966, senior accountant, master of management engineering of Tongji University. He is a director of the Company, deputy GM and chief accountant AVIC International Shenzhen Co., Ltd., a director of Tianma Microelectronics Co., Ltd., a director of Rainbow Department Store Co., Ltd. and a director of Shennan Circuits Co., Ltd. He used to be a financial supervisor of the financial division of Chengdu Engine Company, manager of the financial department of Shenzhen Shenrong Engineering Plastic Company, manager of the comprehensive management department and chief financial officer of Shenzhen CATIC Trading Co., Ltd., manager of the financial and audit department, manager of the financial department and vice chief accountant of AVIC International Shenzhen Co., Ltd. and chief of the financial department and vice chief accountant of AVIC International Holding Corporation. Mr. Fu Debin, born in February 1977, master of engineering and doctor of engineering of Beijing University of Aeronautics & Astronautics. He is a director in office of the Company and the head of H.R. department of AVIC International Holding Corporation, a director of Tianma Microelectronics Co., Ltd. and a director of Shennan Circuits Co., Ltd. He used to be the head of the administration and management department and deputy head of the management department of AVIC International Holding Corporation, deputy director of the party policy office and deputy secretary of the general Party branch of Power School of Beijing University of Aeronautics & Astronautics. Mr. Xiao Zhanglin, born in January 1976, senior engineer, MBA of Shanghai Jiaotong University. He is a director in office of the Company, company secretary of AVIC International Holding Limited, director of AVIC Sunda Holding Company Limited, director of Shennan Circuits Co., Ltd. a director of Rainbow Department Store Co., Ltd., a director of Shenzhen Aero Fasteners MFG Co., Ltd. Mr. Xiao used to be the chief of the retail and high-end consumer goods office, deputy section chief of the strategy development department of AVIC International Holding Corporation and the assistant to the section chief of the enterprise strategy and management department of AVIC International Shenzhen Co., Ltd., a director of Shenzhen AVIC Commerce and Trade Co., Ltd. And a director of Tianma Microelectronics Co., Ltd. Mr. Wang Bo, born in July, 1979, MBA of Renmin University of China. He is a director in office of the Company, section chief of the HR department of AVIC International Shenzhen Co., Ltd., a director of Shennan Circuits Co., Ltd, a director of Shenzhen Aero Fasteners MFG Co., Ltd., a director of Shenzhen Grand Skylight Hotel Management Company Limited and a director of Shenzhen Shanghai Hotel. Mr. Wang used to be deputy section chief of the HR department of AVIC International Holding Corporation, a director of AVIC INTL Guangzhou Co., Ltd., and a director of AVIC INTL Zhuhai Co., Ltd. and a director of Shenzhen AVIC Commerce and Trade Co., Ltd. Mr. Chen Libin, born in June 1964, master of economics of the Party School of Guangdong Provincial CPC Committee and EMBA of Sun Yat-Sen University. He is a director in office, Vice Secretary of the CPC Committee and the GM of the Company. Mr. Chen used to be the deputy General Manager and Secretary of the Board of the Company, deputy section chief and section chief of the Party’s affairs of the Party-masses Work Department and senior commissioner, deputy manager and manager of the enterprise culture department of CATIC Shenzhen. Mr. Wang Baoying, born in July, 1964, senior engineer at research fellow level, bachelor of Beijing University of Aeronautics & Astronautics, EMBA of China Europe International Business School. He is the Chairman of the Supervisory Committee, managing director of AVIC International Shenzhen Co., Ltd., the chairman of the supervisory committee of Tianma Microelectronics Co., Ltd., the chairman of the supervisory committee of Rainbow Department Store Co., Ltd. and the chairman of the supervisory committee of Shennan Circuits Co., Ltd. He used to be a director of the Company, section-chief of AVIC Tianjin Aviation Electro-mechanical Co., Ltd., deputy GM of Shenzhen Rainbow Department Store 55 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Co., Ltd., first deputy GM of Shenzhen Nam Kwong (Group) Company Limited, manager of the enterprise strategy and management department and assistant of the GM of CATIC Shenzhen, executive director of AVIC International Holding Limited, managing director of Shenzhen AVIC Resources Co., Ltd., managing director of AVIC New Energy Development Co., Ltd. and managing director of AVIC International Holding Corporation. Ms. Sheng Qing, born in April, 1976, accountant, senior HR administrator,bachelor of international accounting specialization of Jiangxi University of Finance and Economics, master of organization and HR management of the University of Hong Kong. She is the manager of the discipline inspection, supervision and audit department of the Company. She used to be a supervisor of the Eighth Supervisory Committee, manager of HR department and senior business manager of the audit department of the Company. Mr. Zou Zhixiang, born in March 1984, medium auditor, accountant and bachelor of financial management of Hunan University. He is now an assistant to the manager of the descipline inspection, supervision and audit department of the Company. Mr. Zou used to be the senior business manager of the audit department of the Company and the auditing commissioner of the supervision and audit department of AVIC International Holding Limited. Mr. Wang Jianxin, born in June, 1970, graduated from Zhongnan University of Economics and Law, a Chinese CPA. Mr. Wang is a partner of ShineWing Certified Public Accountants (Special General Partnership) and independent director of Chongqing Fuling Zhacai Group Co.,Ltd. Mr. Zhong Hongming, born in January 1975, graduated from Renmin University of China, doctor of law. Mr. Zhong is an associate research fellow of Law Research Institute of Sichuan Academy of Social Sciences, a researcher of the united post-doctorial research center of Sichuan Academy of Social Sciences, a member of China Securities Law Research Council, an independent director of Mango Excellent Media Co., Ltd. and Xian Dagang Road Machinery Co.,Ltd. Mr. Tang Xiaofei, born in May, 1974, graduated from Southwest Jiaotong University, professor and doctorial tutor. Mr. Tang is a professor and doctorial tutor of the Business School of Southwest Jiaotong University, director of Urban Brand Strategy Research Institute of Southwest University of Finance and Economics, enjoying the title of Outstanding Talent of the New Century granted by the Ministry of Education, Secretary-general and executive council member of the International Brand Strategy Society, a council member of Chinese Association of Market Development, consultant of APEX Ogilvy, expert consultant of brand development of Chengdu Municipal Government, expert of Chengdu Famous Trademark Determination Board, executive director of CCTV WDY, independent director of Sichuan Languang Development Co., Ltd. Mr. Lu Bingqiang, born in December 1961, senior economist, bachelor of Guangzhou Jinan University. Mr. Lu is the managing director of FIYTA (Hong Kong) Limited. Shenzhen Co., Ltd. He used to be the assistant to the GM and director of the Company, and GM and chairman of Shenzhen Harmony World Watches Center Co., Ltd., the president secretary of AVIC International Shenzhen Co., Ltd. Mr. Lu Wanjun, born in February, 1967, accountant, EMBA of Sino-European International Management Institute. Mr. Lu is the Secretary of Committee for Discipline Inspection, a deputy GM and the Secretary of the Board of the Company. He used to be the assistant to the GM of the Company, executive deputy GM and deputy GM, the assistant to the GM and concurrently the manager of the financial department of Shenzhen Harmony World Watches Center Co., Ltd. 56 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Mr. Liu Xiaoming, born in 1971, engineer, economist, bachelor of mechanical engineering of Beijing University of Aeronautics & Astronautics, and EMBA of China Europe International Business School. He is a deputy GM of the Company, the managing director of Shenzhen Harmony World Watches Center Co., Ltd. He used to be the assistant to the GM of the Company, a deputy GM and the assistant to the GM of Shenzhen Harmony World Watches Center Co., Ltd. Mr. Pan Bo, born in March, 1976, bachelor of electromechanical engineering of Beijing University of Aeronautics & Astronautics, and EMBA of China Europe International Business School. He is now a deputy GM of the Company and the managing director of FIYTA Sales Co., Ltd. Mr. Pan used to be the assistant to the GM of the Company, executive deputy GM, deputy GM, the assistant to the GM, manager of the sales department, manager of the logistic department, manager of the after-sale department, etc. of FIYTA Sales Co., Ltd. Mr. Li Ming, born in September, 1973, bachelor of marketing of Zhongnan University of Economics and Law and EMBA of China Europe International Business School. He is now a deputy GM of the Company. Mr. Li used to be the assistant to the GM and chief HR officer of the Company, a deputy GM, the assistant to the GM and manger of the HR department of Shenzhen Harmony World Watches Center Co., Ltd.; chief HR officer and the GM of the marketing center of China Netcom Shenzhen; manager of big customer market planning of China Telecom Shenzhen. Mr. Chen Zhuo, born in September 1976, accountant, MBA of Wuhan University, EMBA of China Europe International Business School. He is the chief accountant of the Company. Mr. Chen used to be a supervisor, the assistant to the GM, manager of the strategy and information department, deputy manager of the strategy and information department and securities affairs representative of the Company, deputy GM and manager of the financial information department of FIYTA Sales Co., Ltd. Office taking in shareholder companies Does he/she receive Titles engaged Names of the Starting date of Expiry date of remuneration or Names of the Shareholders in the persons in office tenure tenure allowance from the shareholders shareholder Deputy GM January 23, Wang Mingchuan AVIC International Shenzhen Co., Ltd. and Chief Yes 2017 Accountant Head of the HR Fu Debin AVIC International Holding Corporation July 01, 2016 Yes Dept. Company February 05, Xiao Zhanglin AVIC International Holding Limited Yes secretary 2018 Head of the HR Wang Bo AVIC International Shenzhen Co., Ltd. April 25, 2017 Yes Dept. Special Wang Baoying AVIC International Shenzhen Co., Ltd. April 11, 2017 Yes commissioner Explanation on the office taking in Inapplicable shareholder 57 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text companies Office taking in other organizations Does he/she receive Titles engaged Names of the Starting date of remuneration or Names of other organizations in the other Expiry date of tenure persons in office tenure allowance from other organizations organizations December 01, Wang Jianxin Shine Wing Certified Public Accountants Partner Yes 2006 Law Research Institute of Sichuan Academy of Social Associate November 24, Zhong Hongming Yes Sciences research fellow 2017 Independent Zhong Hongming Mango Excellent Media Co., Ltd. June 14, 2017 Yes director Independent October 27, Zhong Hongming Xian Dagang Road Machinery Co.,Ltd. Yes director 2017 September 01, Tang Xiaofei Business School of Southwest Jiaotong University Doctorial tutor Yes 2008 December 01, Tang Xiaofei Business School of Southwest Jiaotong University Professor Yes 2011 Explanation on the office taking in Inapplicable other organizations Punishment imposed by the securities regulatory authority on the directors, supervisors and senior executives both in office and having left their posts in the reporting period. Inapplicable IV. Remuneration to Directors, Supervisors and Senior Executives Decision-making procedures, basis for determining the remuneration and actual payment to directors, supervisors and senior executive to directors, supervisors and senior executives: The Company practiced the annual salary system for its senior executives. The annual salary structure consists of the basic annual salary and performance based annual salary;and performance based annual salary consists of financial performance annual salary and non-financial performance annual salary. Where the assessment for the annual salary to the Chairman is conducted according to the assessment measures concluded by the shareholder organization while the assessment of senior executives is conducted according to the Measures for Administration of the Remuneration to Senior Executives. Remuneration to Directors, Supervisors and Senior Executives during the Reporting Period In CNY 10,000 58 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Total pretax Is the remuneration remuneration from one of the Name Title Gender Age Office Status received from the Company's related Company parties Huang Yongfeng Chairman Male 45 In office 102.25 No Wang Mingchuan Director Male 53 In office 0 No Fu Debin Director Male 42 In office 0 No Xiao Zhanglin Director Male 43 In office 0 No Wang Bo Director Male 40 In office 0 No Chen Libin Director & GM Male 55 In office 153.02 No Wang Jianxin Independent director Male 49 In office 3.48 No Zhong Hongming Independent director Male 44 In office 3.48 No Tang Xiaofei Independent director Male 45 In office 3.48 No Chairman of the Wang Baoying Supervisory Male 55 In office 0 No Committee Sheng Qing Supervisor Female 43 In office 101.43 No Zou Zhixiang Supervisor Male 35 In office 31.76 No Lu Bingqiang Deputy GM Male 58 In office 129.14 No Deputy GM and Lu Wanjun Secretary of the Male 52 In office 135.89 No Board Liu Xiaoming Deputy GM Male 48 In office 144.23 No Pan Bo Deputy GM Male 43 In office 148.89 No Li Ming Deputy GM Male 46 In office 135.89 No Chen Zhuo Chief Accountant Male 43 In office 135.89 No Zhang Hongguang Independent director Male 63 Retired 4.5 No Zhang Shunwen Independent director Male 53 Retired 6.21 No Wang Yan Independent director Male 62 Retired 6.21 No Wang Jingqi Supervisor Male 39 Retired 66.56 No Total -- -- -- -- 1,312.31 -- Equity incentive to directors and senior executives of the Company during the reporting period Inapplicable 59 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text V. Employees 1. Number, Job Composition and Education Background of Employees Number of employees working for the parent company 125 Number of employees working for the major subsidiaries 5,037 Total employees on active duty 5,162 Total employees receiving remuneration in the reporting period 5,162 Number of the retired employees for whom the parent company and the major 0 subsidiaries need to share the pension Job Composition Job Composition Categories Number of persons involved in the job composition Production 339 Sales 3,842 Technical 352 Financial 148 Administrative 481 Total 5,162 Education background Education levels Number of persons Master's degree or higher 77 Undergraduate 774 Junior college 1,279 Below junior college 3,032 Total 5,162 2. Remuneration Policy for Staff The Company’s remuneration policy is based on the principle of post value orientation, performance orientation, efficiency priority, is based on the principle of strategy, market, performances and job value with consideration of fairness, sustainable development and market orientation. The Company aims to establish a remuneration system which may match the Company's strategy, comply with the Company's development strategy and correspond to the Company's overall efficiency, can surely attract high quality talents, retain the key talents, activate the human resource and improve the Company’s core competitiveness. 3. Training Program The Company is concentrated on watch industry, insists on the principle of guiding various businesses with the brand strategy, takes a broad view of the world and has established its vision of “becoming a leading internationalized watch 60 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text brand enterprise”. While speeding up development, the Company firmly believes that “to build brand is to integrate the brand work and life style”, the core speciality of the organization and staff and the qualification of the staff as brand personnel are the key elements determining the future development. For this purpose, in respect of employee training, the Company has established FIYTA College and takes the college as an important base for popularizing and implementing the enterprise culture, promoting practice of the strategy and molding brand people. Based on the college, the Company constructs a training system of various talents, focuses on the echelon leadership,cultivating young generations, and professional ability training of various key talents. Through the projects, such as reservoir of master craftsmen,sales training, CSSGB training and medium and high-level leadership training, young general power camp, etc., carry forward the construction of integrated talents cultivation system of the Company and assist the Company to become a learning organization with powerful vitality. 4. Labor Outsourcing Inapplicable 61 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Section 9 Corporate Governance I. General In year 2018, the Company kept improving 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 financial 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 pledge, 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 performing duties according to the law and proposes dismissal of any director or senior executive who breaches the law, the administrative rules and regulations, the Articles of Association or the General Meeting’s resolutions. The Supervisory Committee consists of three supervisors including two staff supervisors. The management assumes responsibility to the Board of Directors and the General Manager takes full responsibility for the Company’s routine operation and management and development under the leadership of the Board of Directors, supervises the work of every functional department, assesses the work result of each functional department and coordinate the relationship of all departments. 62 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Does there exist any difference in compliance with the corporate governance, the PRC Company Law and the relevant provisions of CSRC. No II. Independence in Business, Personnel, Assets, Organization, Finance, etc. from the Controlling Shareholders The Company is independent in business, personnel, assets, organization and finance from its controlling shareholder. The Company has complete and independent business and the ability of autonomous operation. Business. The Company is mainly engaged in timepiece businesses and has independent production, auxiliary production system and complementary facilities, and possesses its own procurement and sales systems. There exists no competition in the same sector between the Company and its controlling shareholder. Personnel: The Company is completely independent in organization and has sound systems in labor, personnel and salaries management. Except Mr. Wang Mingchuan, Mr. Fu Debin,Mr. Xiao Zhanglin and Mr. Wang Bo, the four directors, and Mr. Wang Baoying, the chairman of the Supervisory Committee, none of other senior executives takes any concurrent office in the shareholders and none of the financial staff works concurrently for any related parties. Assets: The assets of the Company and its controlling shareholder are highly distinct. The Company enjoys the corporate ownership over its assets and the assets are completely independent from its controlling shareholder. In addition, the Company enjoys sole ownership of such trademarks as FIYTA, HARMONY, etc. Organization: The Board of Directors, the Supervisory Committee and the other internal organs are well established and work independently. There exist neither subordinate relations between the controlling shareholder/its functional departments nor doing joint office work. The controlling shareholder enjoys its rights and undertakes the corresponding obligations according to the law and has never been involved in any action which directly or indirectly interferes the Company’s business activities surpassing the authority of the General Meeting. Finance: The Company has established independent financial department, worked out sound and independent financial and accounting system and financial management system and independently opened bank accounts. The controlling shareholder has never interfered the Company in its financial and accounting activities. III. Horizontal Competitions Inapplicable IV. Annual General Meeting and Extraordinary General Meetings in the Reporting Period 1. General Meetings Proportion of attendance Sessions Meeting type Meeting date Date of disclosure Disclosure index of the investors 2018 1st Extraordinary Extraordinary General http://www.cninfo.com.cn 7.37% January 16, 2018 January 17, 2018 General Meeting Meeting / 63 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 2017 Annual general http://www.cninfo.com.cn Annual general meeting 39.07% June 21, 2018 June 22, 2018 meeting / 2018 2nd Extraordinary Extraordinary General http://www.cninfo.com.cn 37.76% September 11, 2018 September 12, 2018 General Meeting Meeting / 2. Extraordinary general meeting requested for holding by the preferred shareholders with the voting power recovered. Inapplicable V. Duty Performance of Independent Directors in the Reporting Period 1. Attendance for Board Meetings and General Meetings Attendance for Board Meetings and General Meetings Number of Board Failure to Number of Number of Number of meetings which personally attend Names of Number of Spot Meetings attendances of Number of attendance of should be be board meetings independent director Attendances Attended by board meeting absence the General attended in the successively Communication by representative Meeting reporting period twice Zhang Hongguang 3 2 1 0 0 No 0 Zhang Shunwen 3 2 1 0 0 No 3 Wang Yan 3 1 1 1 0 No 0 Wang Jianxin 4 1 3 0 0 No 1 Zhong Hongming 4 1 3 0 0 No 0 Tang Xiaofei 4 1 3 0 0 No 0 Note to failure to attend the board meeting successively twice Inapplicable 2. Objection of independent directors on some relevant issues Have the independent directors proposed any objection on the relevant issues of the Company No 3. Other Note to Duty Performance of Independent Directors Inapplicable 64 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text VI Duty Performance of Special Committees under the Board of Directors in the Reporting Period Summary Report on Performances of the Strategy Committee of the Board of Directors During the reporting period, the Strategy Committee performed its duties strictly according to the law and regulations, the Articles of Association and the Rules for Implementation of the Strategy Committee of the Board of Directors, continued to do research work on the strategic planning for the Company’s long term development and supervised the Company in implementation of various strategies. The Strategy Committee held its first meeting of year 2018 on March 8, 2018. The meeting reviewed and approved the Work Report of the Board of Directors of Year 2017 and the Profit Distribution for Year 2017; the second meeting of the Strategy Committee for year 2018 was held on November 12, 2018. The meeting reviewed and approved 2018 A-Share Restrictive Stock Incentive Plan (Phase I) (Draft), etc. Summary Report on Performances of the Audit Committee of the Board of Directors: In accordance with the Rules on the Content and Format of Information Disclosure of Companies that Publicly Offer Securities No. 2 (Contents and Format of Annual Reports) (Revision 2017) promulgated by China Securities Regulatory Commission, the Basic Regulations on Enterprise Internal Control, Memorandum of Mainboard Information Disclosure No. 1 – Relevant Information to be Disclosed in the Regular Report promulgated by Shenzhen Stock Exchange and the Company’s Enforcement Regulations of the Special Committees of the Board of Directors, the Audit Committee of the Board of Directors carried out comprehensive examination of the Company's financial report and internal control audit work of year 2018. The following is the summary of the performances of the Audit Committee and the work of Ruihua Certified Public Accountants (Special General Partnership) (hereinafter referred to as the “CPAs”): 1. Collecting General Information of the Company in the Reporting Period and Reviewing the Financial Statements Prepared by the Company and Progress of Internal Control Implementation On February 1, 2019, the Audit Committee heard the management’s overall report on the production and operation and progress of significant events during the reporting period and reviewed 2018 Financial and Accounting Statements prepared by the Company and heard the progress of implementation of the Company’s internal control. In its opinion, the data in the financial and accounting statements prepared by the Company basically reflected the financial position and operation results of the Company as ended at December 31, 2018, and approved to carry out the audit work for year 2018 with the financial statements as the base. The internal control implementation work carried out by the Company has been duly carried forward according to the Company Law, the Securities Law, Basic Standards for Enterprise Internal Control and other relevant laws and regulations. It has basically reflected the Company’s internal control construction work ended December 31, 2017 and approved to prepare the Self-Assessment Report on the Internal Control on this basis and carry out the internal control audit work in 2018. 2. Determination of the Overall Audit Plan On December 5, 2018, the Audit Committee reviewed the Report of FIYTA on Arrangement of the Audit Work of 2018 submitted by the CPAs and determined the time schedule of the audit work of 2018. 3. Supervision of the Audit Work On December 26, 2018, the CPAs formally started the audit work. During the auditing, the Audit Committee frequently urged the CPAs to complete the audit work according to the time schedule of audit so as to ensure timely disclosure of the Company’s annual report and relevant documents. On February 1, 2019, the Audit Committee reviewed the Report on the Progress of the Audit Work of 2018 submitted by the CPAs. 65 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 4. Preliminary Auditor’s Opinions after Reviewing the Financial and Accounting Statements On March 11, 2019, the CPAs issued a preliminary auditor’s opinions on the financial and accounting statements and internal control assessment, and the Audit Committee once again reviewed the Company’s financial and accounting statements and internal control assessment report as preliminarily audited by the CPAs. In the opinion of the Audit Committee, these financial statements truly, accurately and completely reflected the financial position and operation result of the Company ended December 31, 2018 and approved 2018 Annual Report and Summary prepared on the basis of these statements. The said internal control assessment report has truly, accurately and entirely reflected the Company’s achievement in internal control construction ended December 31, 2018 and approved to complete the internal control assessment report and internal control audit report based on said report. Meanwhile, the audit committee demanded the CPAs to complete the audit work according to the plan as soon as possible so as to ensure the Company to disclose 2017 Annual Report as scheduled. 5. Summary Work after the Formal Report On March 13, 2019, the CPAs completed the auditing procedures as scheduled and issued a standard unqualified auditor’s report and other relevant documents to the Audit Committee. The Audit Committee held 2019 1st Session of the Audit Committee on the very day and concluded a resolution and submitted it to the Board of Directors for review; and at the same time submitted the Summary Report on the Performances of the Audit Committee and the Audit Work of the Certified Public Accountants in 2018. In the opinion of the Audit Committee, Ruihua Certified Public Accountants (Special General Partnership), the domestic and international auditor engaged by the Company faithfully performed the duties in process of offering audit performances according to the professional principle of independence, objectiveness and fairness and did a good job in auditing 2018 Annual Accounting Statements and the internal control auditing. 6. CPAs’ Performance of Basic Principle of the Professional Ethics (1) Independence None of the staff from the CPAs worked for the Company; the CPAs received neither cash nor economic interest in any other form from the Company other than the statutory audit fee. There existed neither direct or indirect mutual investment between the CPAs and the Company nor close operation relationship; there existed no self-assessment on the Company’s audit work and there existed no related relation between the member of the auditing team and the Company’s decision makers; the CPAs and the auditing staff kept independence both in form and substance in the auditing work and complied with the requirement on keeping independence as specified in the basic principle of the professional ethics. (2) Professional Competence All the members of the auditing team possessed the professional knowledge and relevant professional qualification certificates necessary for the auditing work, were competent for the auditing work and at the same time maintained necessary attention and professional cautiousness. Summary Report on Performance of the Committee of Nomination, Remuneration and Assessment of the Board of Directors In the reporting period, the Committee of Nomination, Remuneration and Assessment of the Board of Directors performed its functions strictly according to the law and regulations, the Articles of Association and the Rules for Implementation of the Committees of Nomination, Remuneration and Assessment of the Board of Directors. 2018 1st session of the 66 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Committees of Nomination, Remuneration and Assessment held on March 8, 2018 reviewed and approved the proposals on emoluments to the senior executives for year 2017; 2018 2nd session of the Committees of Nomination, Remuneration and Assessment held on August 21, 2018 reviewed and approved the proposal on election and nomination of non-independent director candidates for the new Board of Directors and independent director candidates for the new Board of Directors;2018 3rd session of the Committee of Nomination, Remuneration and Assessment held on October 8, 2018 reviewed and approved the proposal on election of the Chairman of the Board, appointment of the GM, deputy GMs, chief accountant, the Board secretary, etc.; 2018 4th session of the Committee of Nomination, Remuneration and Assessment held on November 12, 2018 reviewed and approved 2018 A-Share Restrictive Stock Long Term Incentive Plan (Draft), 2018 A-Share Restrictive Stock Incentive Plan (Phase I) (Draft), etc.; 2018 5th session of the Committee of Nomination, Remuneration and Assessment held on December 25, 2018 reviewed and approved 2018 A-Share Restrictive Stock Long Term Incentive Plan (Revised Draft), 2018 A-Share Restrictive Stock Incentive Plan (Phase I) (Revised Draft), etc. VII. Work Summary of the Supervisory Committee Did the Supervisory Committee find any risk existing in performing the supervision activities in the reporting period No VIII. Assessment and Incentive Mechanism for Senior Executives (1) Assessment of Senior Executives The 5th session of the Sixth Board of Directors held on September 18, 2009 reviewed and approved the Measures for Management of Remuneration to Senior Executives. During the reporting period, the Company strictly implemented the Measures for Management of Remuneration to Senior Executives. (2) Incentive to Senior Executives The 3rd session of the Ninth Board of Directors held on November 12, 2018 and 2019 1st Extraordinary General Meeting held on January 11, 2019 decided to start 2018 A-Share Restrictive Stock Incentive Program (Phase I), which was later on reviewed and approved at the 5th session of the Ninth Board of Directors held on January 11, 2019, and the Company decided to grant 4.224 million restrictive A-shares to 128 persons eligible for the incentive, including 7 directors and senior executives who were granted 600,000 restrictive A-shares, taking 0.14% of the Company's total capital stock with the details as follows: Name Title Quantity of restrictive shares Equity received Equity received received (in 10,000 shares) Proportion in the total quantity Proportion in the total capital granted (%) stock (%) Huang Yongfeng Chairman 10 2.37% 0.02% Chen Libin Director & GM 10 2.37% 0.02% Lu Wanjun Deputy GM and 8 1.89% 0.02% Secretary of the Board Liu Xiaoming Deputy GM 8 1.89% 0.02% Pan Bo Deputy GM 8 1.89% 0.02% 67 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Li Ming Deputy GM 8 1.89% 0.02% Chen Zhuo Chief Accountant 8 1.89% 0.02% Other core management, business, professional and technical backbones 362.4 85.81% 0.83% (121 persons) Total (128 persons) 422.4 100% 0.97% The price of this part of restrictive shares granted was CNY 4.40/share; the granting date was January 11, 2019 (The lock-up period of these restrictive shares was two years commencing from the date of granting) . By January 30 2019, the work of granting the shares and registration for listing was completed. IX. Internal Control 1. Particular case found involving material defects in the internal control during the reporting period No 2. Self-assessment Report of the Internal Control Date of disclosing the full text of the internal control March 15, 2019 assessment report Index of disclosure of the full text of the internal control www.cninfo.com.cn assessment report Proportion of the total assets of the organizations involved in the assessment in the total assets of the 99.00% Company’s consolidated financial statements Proportion of the operation revenue of the entitled involved in the assessment in the total operation 99.00% revenue of the Company’s consolidated financial statements Criteria for affirming the defects Categories Financial report Non-financial Report (1) seriously violating the PRC laws, administrative (1) The defect involving fraud of the directors, regulations and normative documents; (2) "decision supervisors and senior executives; (2) correction of the on major issues, important officer appointment financial statements already published; (3) The CPA and/or removal and arrangement of important found that there existed serious misstatement in the projects as well as application of big sum of fund Qualitative criteria financial statements of the reporting period while the have not undergone collective decision-making internal control failed to find the misstatement in process procedures; (3) serious running off of officers and of operation; (4) The Company's auditing committee and technicians of the key positions; (4) there is no supervision and audit department conducted ineffective system control available for the Company’s supervision of the internal control. production and operation practice or the system no 68 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text longer works; (5) the internal control for information disclosure no longer works, having caused the Company censured publicly by the regulatory authority; (6) the results of the internal control assessments, especially the material defects or important defects have not been rectified. (1) Material defects:Misstatement≥ 5% of the (1) Material defects:Misstatement≥ 5% of the pre-tax pre-tax profit;(2)Important defects:1% of profit profit;(2)Important defects:1% of profit before tax ≤ Quantitative criterion before tax ≤ Misstatement<5% of profit before tax; Misstatement<5% of profit before tax; (3)Common (3)Common defects:Misstatement<1% of profit defects:Misstatement<1% of profit before tax. before tax. Number of material defects in the financial statements 0 (pcs) Number of material defects in the non-financial 0 statements (pcs) Number of important defects in the financial report 0 (pcs) Number of important defects in the financial report 0 (pcs) X. Internal Control Audit Report Deliberation Opinions in the Internal Control Audit Report In our opinion, FIYTA Holdings Limited maintained effective internal control on the financial report in all material aspect according to the Basic Regulations for Enterprise Internal Control and the relevant provisions ended December 31, 2017. Disclosure of the internal control audit report Disclosed Date of disclosing the full text of the internal March 15, 2019 control assessment report Index of disclosing the full text of the internal www.cninfo.com.cn control audit report Type of the onions in the internal control Standard unqualified auditor’s report audit report Are there any material defects in the No non-financial report Has the CPAs issued a qualified auditor’s report of internal control No Does the internal control audit report issued by the CPAs agree with the self-assessment report of the Board of Directors Yes 69 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Section 10 Bond Related Information Did there exist any company bonds which were issued to the public and listed with the stock exchange for trading and was due by the date when the Annual Report was approved for issuing or failed to be fully cashed by the end of the reporting period. Section 11 Financial report 70 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 通讯地址:北京市东城区永定门西滨河路 8 号院 7 号楼中海地产广场西塔 9 层 Postal Address:9/F,West Tower of China Overseas Property Plaza, Building 7,NO.8,Yongdingmen Xibinhe Road, Dongcheng District, Beijing 邮政编码(Post Code):100077 电话(Tel):+86(10)88095588 传真(Fax):+86(10)88091199 AUDITORS’ REPORT Ruihua Shen Zi [2019] No. 01210010 To the Shareholders of FIYTA Holdings Ltd.: I. Opinion We have audited the financial statements of FIYTA Holdings Ltd. (“FIYTA Ltd.” or the “Company”), which comprise the consolidated and the Company’s balance sheet as at 31 December 2018, the consolidated and the Company’s income statement, the consolidated and the Company’s cash flow statement for the year then ended and consolidated and the Company’s statement of changes in shareholders’ equity, and notes to the financial statements. In our opinion, the financial statements give a fair presentation of the consolidated and the Company’s financial position of FIYTA Ltd. as at 31 December 2018, and of its consolidated and the Company’s financial performance and its consolidated and the Company’s cash flows for the year then ended in all material aspects in accordance with Accounting Standards for Business Enterprises. II. Basis for Opinion We conducted our audit in accordance with China Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the FIYTA Ltd. in accordance with the Code of Ethics for Chinese Certified Public Accountants, and we have fulfilled our other ethical responsibilities in professional ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. III. Key Audit Matters 19 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters that need to communicate in our audit report are identified as follows: 1. Existence, valuation and allocation of inventories (1) Description As described in Note IV 11 and Note VI. 5 Inventory, the balance and provision of inventory were RMB1,870,015,903.32 and RMB87,709,601.62 respectively. The carrying amount of inventory was RMB1,782,306,301.70 as at 31 December 2018. (i) As the main business of FIYTA Ltd is selling FIYTA brand watches and branded watches, the main inventory of FIYTA Ltd are finished watches and watch components. The inventories are distributed in stores, regional warehouses, resellers’ warehouses and the Company’s warehouses which increased the difficulty of stock observation; (ii) The management of FIYTA Ltd measures inventory at lower of cost and net realizable value (NRV) at balance sheet date. Where the cost of an inventory exceeds its NRV, the difference is recognized as provision. The determination of NRV involves material management judgment and estimates. The inventories have significant impact to the Company’s assets, as a result, we identified existence, valuation and allocation of inventories as a key audit matter. (2) How our audit addressed the key audit matter (i) Understanding, assessing and testing the design and operating effectiveness of internal controls of purchase and payment, production and storage, and the accrual of inventory provision; (ii) Understanding and evaluating the appropriateness of the Company’s inventory provision policy; (iii) Understanding locations of inventory storage, accounting method of inventory and determining the scope of inventory observation; (iv) Discussing physical stocktaking status with the management and attending the physical stocktaking to the locations and inventories within the scope of inventory observation and conducting observation and test count on site; (v) Performing alternative procedures of confirmation and inspecting contracts, goods delivery 20 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text notes and account statements for the inventories outside the scope of inventory observation and stored in reseller's warehouses; (vi) Obtaining schedule of inventory provision calculation, reviewing whether the provision was made according to relating accounting policies and re-calculating the provision to evaluate the accuracy of inventory provision; (vii) Reviewing and evaluating the appropriateness of the material estimates made by the management in determining the NRV of inventory; (viii) Agreeing current period purchases in large amount to corresponding contract, tax invoice and inspecting purchase requisition form and goods receipt notes etc... 2. Revenue recognition (1) Description The Company’s revenue mainly comes from sales of FIYTA brand watches and distribution of branded watches. FIYTA brand watches and branded watches are mainly sold through shops in department store except for minor direct sale and consignment sale. Refer to Note IV. 24 for accounting policies relating to revenue recognition. As described in Note VI. 30 Operating revenue and operating cost, the Company’s revenue from main business was RMB3,382,346,730.19 in year 2018. Operating revenue represents major line item in income statement and is main source of profit. Accuracy and completeness of revenue recognition have significant impact to the Company’s profit, as a result, we identified revenue recognition as a key audit matter. (2) How our audit addressed the key audit matter (i) Understanding, assessing and testing the design and operating effectiveness of internal controls relating to revenue recognition; (ii) Checking whether the condition, method and timing of revenue recognition is in conformance with principle of Accounting Standards for Business Enterprises; (iii) Selecting samples from current year’s transaction record, agreeing to supporting documents such as contract, tax invoice and goods dispatch note etc… to evaluate occurrence of revenue recognition; (iv) In connection with audit of accounts receivable, selecting major customers and confirming corresponding sales in current year to evaluate the completeness of revenue recognition; (v) Conducting cut-off test to sales transactions before and after the balance sheet date to evaluate whether the revenue was recorded in appropriate accounting period; IV. Other Information The management of FIYTA Ltd are responsible for the Other Information. The Other Information comprises all of the information included in the Company’s 2018 annual report other than the 21 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text financial statements and our auditors’ report thereon. Our opinion expressed on the financial statements does not cover the Other Information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this Other Information, we are required to report that fact. We have nothing to report in this regard. V. Responsibilities of the Management and those Charged with Governance for the Financial Statements The management of the FIYTA Ltd (the “Management”) is responsible for the preparation of the financial statements that give a fair view in accordance with Accounting Standards for Business Enterprises and design, implementing and maintaining necessary internal controls to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Those who charged with governance is responsible for overseeing the Company’s financial reporting process. VI. Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with China Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with China Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 22 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. 3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management. 4. Conclude on the appropriateness of the Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required, according to China Standards on Auditing, to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern. 5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within FIYTA Ltd to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 23 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Ruihua Certified Public Accountants Chinese CPA (Special General Partnership) (Engagement Partner): ___________ Yuqiao Wang Beijing, China Chinese CPA: ____________ Xin Liu 15 March, 2019 24 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Financial Statements The currency applied in the financial notes and statements is Renminbi (CNY) 1. Consolidated Balance Sheet Prepared by FIYTA HOLDINGS LTD. December 31, 2018 In CNY Items Ending balance Opening balance Current assets: Monetary capital 164,828,059.97 187,152,891.32 Settlement reserve Inter-bank lending Financial assets which is measured based on the fair value and whose movement is counted to the current gain/loss Derivative financial assets Notes receivable and accounts receivable 377,597,503.46 335,948,508.62 Where: Notes receivable 7,051,846.85 9,693,883.68 Accounts receivable 370,545,656.61 326,254,624.94 Advance payments 13,666,816.33 24,663,314.53 Receivable premium Reinsurance accounts receivable Reserve for reinsurance contract receivable Other receivables 45,870,582.26 34,990,539.09 Including: Interest receivable Dividends receivable Redemptory monetary capital for sale Inventories 1,782,306,301.70 1,820,526,676.26 Held-for-sale assets Non-current assets due within a year Other current assets 73,703,312.24 24,616,815.21 Total current assets 2,457,972,575.96 2,427,898,745.03 Non-current assets: Loan issuing and advance in cash Available-for-sale financial assets 85,000.00 85,000.00 Held-to-due investments 25 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Long term accounts receivable Long-term equity investment 44,881,063.15 43,879,518.09 Investment real estate 377,319,433.03 305,493,987.77 Fixed assets 425,649,562.85 523,699,592.65 Construction-in-process 12,041,126.00 10,947,300.53 Productive biological asset Oil and gas assets Intangible assets 43,545,477.61 44,223,280.21 Development expenses Goodwill Long-term expenses to be apportioned 128,572,545.15 109,409,785.49 Deferred income tax asset 100,675,706.09 105,905,944.80 Other non-current assets 8,949,160.42 8,246,538.33 Total non-current assets 1,141,719,074.30 1,151,890,947.87 Total assets 3,599,691,650.26 3,579,789,692.90 Current liabilities: Short term borrowings 547,118,452.97 525,990,510.00 Borrowings from central bank Deposits taking and interbank placement Loans from other banks Financial liabilities measured based on the fair value and whose change was charged to the current gain and loss. Derivative financial liabilities Notes payable and accounts payable 259,913,612.34 263,256,495.65 Advances from customers 16,459,445.00 15,141,587.79 Funds from selling out and repurchasing financial assets Service charge and commission payable Salaries payable to the employees 69,779,037.83 71,564,367.14 Taxes payable 55,923,171.92 55,857,236.59 Other payables 71,819,930.30 59,232,265.75 Including: interest payable 772,351.26 1,464,729.11 Dividends payable Payable reinsurance Reserve for insurance contract Acting trading securities 26 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Income from securities underwriting on commission Held-for-sale liabilities Non-current liabilities due within a year 347,470.00 35,000,000.00 Other current liabilities Total current liabilities 1,021,361,120.36 1,026,042,462.92 Non-current liabilities: Long-term borrowings 4,517,110.00 79,870,353.00 Bonds payable Including: preferred shares Perpetual bond Long-term accounts payable Long term accrued payroll Predicted liabilities Deferred income 3,672,855.36 5,904,000.00 Deferred income tax liability Other non-current liabilities Total non-current liabilities 8,189,965.36 85,774,353.00 Total liabilities 1,029,551,085.72 1,111,816,815.92 Owner’s equity: Capital Stock 438,744,881.00 438,744,881.00 Other equity instruments Including: preferred shares Perpetual bond Capital Reserve 1,062,455,644.22 1,062,455,644.22 Less: shares in stock Other comprehensive income -5,442,139.78 -11,523,442.39 Special reserve Surplus Reserve 223,015,793.80 206,805,713.35 Reserve against general risks Retained earnings 851,360,603.66 771,484,565.02 Total owners’ equity attributable to the parent company 2,570,134,782.90 2,467,967,361.20 Minority shareholders’ equity 5,781.64 5,515.78 Total owner’s equity 2,570,140,564.54 2,467,972,876.98 Total liabilities and owners’ equity 3,599,691,650.26 3,579,789,692.90 Legal representative: Huang Yongfeng Chief Financial Officer: Chen Zhuo 27 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Person in charge of the Accounting Department: Tian Hui 2. Balance Sheet (Parent Company) In CNY Items Ending balance Opening balance Current assets: Monetary capital 137,175,466.27 131,163,944.43 Financial assets which is measured based on the fair value and whose movement is counted to the current gain/loss Derivative financial assets Notes receivable and accounts receivable 737,636.38 6,832,006.11 Where: Notes receivable Accounts receivable 737,636.38 6,832,006.11 Advance payments Other receivables 870,739,378.37 831,952,437.86 Including: Interest receivable Dividends receivable Inventories Held-for-sale assets Non-current assets due within a year Other current assets 10,081,272.94 9,089,170.12 Total current assets 1,018,733,753.96 979,037,558.52 Non-current assets: Available-for-sale financial assets 85,000.00 85,000.00 Held-to-due investments Long term accounts receivable Long-term equity investment 1,376,129,654.08 1,375,128,109.02 Investment real estate 297,042,937.87 270,241,724.52 Fixed assets 297,517,472.81 340,765,873.45 Construction-in-process 12,041,126.00 10,947,300.53 Productive biological asset Oil and gas assets Intangible assets 35,337,052.82 36,932,963.95 Development expenses Goodwill Long-term expenses to be apportioned 4,500,638.97 4,418,287.94 28 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Deferred income tax asset 952,857.33 1,499,126.32 Other non-current assets 4,493,971.35 2,687,910.84 Total non-current assets 2,028,100,711.23 2,042,706,296.57 Total assets 3,046,834,465.19 3,021,743,855.09 Current liabilities: Short term borrowings 505,000,000.00 470,000,000.00 Financial liabilities measured based on the fair value and whose change was charged to the current gain and loss. Derivative financial liabilities Notes payable and accounts payable 52,324,191.98 60,520,874.66 Advances from customers 1,636,520.02 4,212,930.07 Salaries payable to the employees 11,589,634.34 9,291,422.00 Taxes payable 943,919.26 1,038,481.26 Other payables 57,997,397.28 21,596,100.44 Including: interest payable 685,419.80 929,155.39 Dividends payable Held-for-sale liabilities Non-current liabilities due within a year 35,000,000.00 Other current liabilities Total current liabilities 629,491,662.88 601,659,808.43 Non-current liabilities: Long-term borrowings 74,861,928.00 Bonds payable Including: preferred shares Perpetual bond Long-term accounts payable Long term accrued payroll Predicted liabilities Deferred income 3,672,855.36 5,904,000.00 Deferred income tax liability Other non-current liabilities Total non-current liabilities 3,672,855.36 80,765,928.00 Total liabilities 633,164,518.24 682,425,736.43 Owner’s equity: Capital Stock 438,744,881.00 438,744,881.00 Other equity instruments 29 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Including: preferred shares Perpetual bond Capital Reserve 1,068,111,185.32 1,068,111,185.32 Less: shares in stock Other comprehensive income Special reserve Surplus Reserve 223,015,793.80 206,805,713.35 Retained earnings 683,798,086.83 625,656,338.99 Total owner’s equity 2,413,669,946.95 2,339,318,118.66 Total liabilities and owners’ equity 3,046,834,465.19 3,021,743,855.09 Legal representative: Huang Yongfeng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 3. Consolidated Profit Statement In CNY Items Amount incurred in the reporting period Amount incurred in the previous period I. Turnover 3,400,450,599.90 3,345,809,703.98 Including: operating income 3,400,450,599.90 3,345,809,703.98 Interest income Earned insurance premium Service charge and commission income II. Total operating costs 3,190,243,356.71 3,182,619,506.27 Including: Operating costs 1,993,809,774.20 1,986,652,591.57 Interest payment Service charge and commission payment Surrender Value Compensation expenses, net Provision of reserve for insurance contract, net Payment of policy dividend Reinsurance expenses Taxes and surcharges 33,769,344.40 32,871,258.58 Sales costs 856,970,173.10 811,437,932.01 Administrative expenses 219,162,525.85 190,589,582.24 30 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text R & D expenditures 47,350,342.82 49,453,899.35 Financial expenses 35,916,240.16 49,186,742.91 Where: Interest cost 27,552,558.81 41,825,035.34 Interest income 2,269,447.05 2,915,602.99 Loss from impairment of assets 3,264,956.18 62,427,499.61 Plus: Other income 19,375,618.48 17,508,255.98 Investment income (loss is stated with 1,001,545.06 455,893.22 “-“) Including: return on investment in 1,001,545.06 455,893.22 associate and joint venture Income from change of fair value (loss is stated with “-”) Exchange income (loss stated with “-”) Income from disposal of assets (loss -181,302.24 7,321,993.36 stated with “-”) III. Operating Profit (loss is stated with “-“) 230,403,104.49 188,476,340.27 Plus: Non-operating income 1,446,357.53 2,607,653.91 Less: Non-operating expenses 652,514.97 1,368,680.92 IV. Total profit (total loss is stated with “-”) 231,196,947.05 189,715,313.26 Less: Income tax expense 47,361,851.76 47,098,954.06 V. Net Profit (net loss is stated with “-“) 183,835,095.29 142,616,359.20 (I) Net Profit from sustainable operation (net 183,835,095.29 142,616,359.20 loss is stated with “-“) (II) Net profit from termination of business operation (net loss is stated with “-“) Net profit attributable to the parent 183,835,095.29 140,216,258.28 company’s owner Minority shareholders’ gain/loss 2,400,100.92 VI. Net of other comprehensive income after tax 6,081,568.47 -28,676.16 Net of other comprehensive income after tax 6,081,302.61 255,055.85 attributable to the parent company’s owner (I) Other comprehensive income which cannot be re-classified into gain and loss 1. Movement of the net liabilities and net assets re-measured for setting the beneficial plan 2. Other comprehensive income which cannot be converted into gain and loss based on the equity method 31 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (II) Other comprehensive income which shall 6,081,302.61 255,055.85 be re-classified into gain and loss 1. Other comprehensive income which can be converted into gain and loss based on the equity method 2. Gain/loss from change in the fair value of the financial assets available for sale 3. Gain/loss from which the held-to-maturity investment is re-classified as available-for-sale financial assets 4. Valid part of the gain/loss from cash flow hedge 5. Conversion difference in foreign 6,081,302.61 255,055.85 currency statements 6. Others Net amount of other comprehensive income 265.86 -283,732.01 after tax attributable to minority shareholders VII. Total comprehensive income 189,916,663.76 142,587,683.04 Total comprehensive income attributable to 189,916,397.90 140,471,314.13 the parent company’s owner Total comprehensive income attributable to 265.86 2,116,368.91 minority shareholders VIII. Earnings per share: (I) Basic earnings per share 0.4190 0.3196 (II) Diluted earnings per share 0.4190 0.3196 Legal representative: Huang Yongfeng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 4. Statement of Profit, Parent Company In CNY Items Amount incurred in the reporting period Amount incurred in the previous period I. Revenue 130,901,823.99 117,746,387.79 Less: Operating cost 19,010,293.07 17,785,254.56 Taxes and surcharges 4,340,938.33 4,244,709.29 Sales costs 5,024,222.36 Administrative expenses 62,841,044.26 56,597,226.83 R & D expenditures 24,155,557.54 24,358,700.54 Financial expenses 9,231,733.69 11,051,564.46 32 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Where: Interest cost 10,189,512.00 12,432,288.90 Interest income 1,756,834.88 1,384,504.01 Loss from impairment of assets 46,068.70 62,283.14 Plus: Other income 7,689,684.27 11,482,400.00 Investment income (loss is stated with 144,001,545.06 117,455,893.22 “-“) Including: return on investment in 1,001,545.06 455,893.22 associate and joint venture Income from change of fair value (loss is stated with “-”) Income from disposal of assets (loss -51,942.13 -54,661.87 stated with “-”) II. Operating Profit (loss is stated with “-“) 162,915,475.60 127,506,057.96 Plus: Non-operating income 38,080.00 231,994.49 Less: Non-operating expenses 446,782.97 320,029.00 III. Total profit (total loss is stated with “-“) 162,506,772.63 127,418,023.45 Less: Income tax expense 405,968.14 -1,022,105.57 IV. Net Profit (net loss is stated with “-“) 162,100,804.49 128,440,129.02 (I) Net Profit from sustainable operation (net 162,100,804.49 128,440,129.02 loss is stated with “-“) (II) Net profit from termination of business operation (net loss is stated with “-“) V. Net of other comprehensive income after tax (I) Other comprehensive income which cannot be re-classified into gain and loss 1. Movement of the net liabilities and net assets re-measured for setting the beneficial plan 2. Other comprehensive income which cannot be converted into gain and loss based on the equity method (II) Other comprehensive income which shall be re-classified into gain and loss 1. Other comprehensive income which can be converted into gain and loss based on the equity method 2. Gain/loss from change in the fair value of the financial assets available for sale 3. Gain/loss from which the held-to-maturity investment is re-classified as 33 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text available-for-sale financial assets 4. Valid part of the gain/loss from cash flow hedge 5. Conversion difference in foreign currency statements 6. Others VI. Total comprehensive income 162,100,804.49 128,440,129.02 VII. Earnings per share: (I) Basic earnings per share (II) Diluted earnings per share Legal representative: Huang Yongfeng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 5. Consolidated Cash Flow Statement In CNY Items Amount incurred in the reporting period Amount incurred in the previous period I. Cash flows arising from operating activities Cash received from sales of goods and 3,810,404,536.16 3,799,342,843.85 supply of labor service 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 the premium of the original insurance contract Net cash received from the reinsurance business Net increase of the reserve from policy holders and investment Net increase from disposal of financial assets which is measured based on the fair value and whose movement is counted to the current gain/loss Cash received from interest, service charge and commission Net increase of loan from other banks 34 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Net increase of fund from repurchase business Rebated taxes received 4,793,245.20 886,252.20 Other operation activity related cash receipts 49,628,593.69 49,178,644.63 Subtotal of cash flow in from operating activity 3,864,826,375.05 3,849,407,740.68 Cash paid for purchase of goods and 2,189,921,981.01 2,070,318,097.62 reception of labor services Net increase of loans and advances to customers Net increase of due from central bank and due from banks Cash from payment for settlement of the original insurance contract Cash paid for interest, service charge and commission Cash for payment of policy dividend Cash paid to and for staff 583,417,253.40 516,928,806.69 Taxes paid 305,622,391.83 285,279,057.38 Other business activity related cash 454,236,959.19 411,927,217.02 payments Subtotal of cash flow out from operating activity 3,533,198,585.43 3,284,453,178.71 Net cash flow arising from operating activities 331,627,789.62 564,954,561.97 II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from investment income Net cash from disposal of fixed assets, ,intangible assets and recovery of other 53,280.03 10,678,135.25 long term assets Net cash received from disposal of -230,053.69 subsidiaries and other operating units Other investment related cash receipts Subtotal of cash flow in from investment activity 53,280.03 10,448,081.56 Cash paid for purchase/construction of fixed assets, Intangible assets and other long term 146,877,130.29 136,914,522.99 assets Cash paid for investment Net increase of the pledged loan Net cash paid for acquisition of subsidiaries and other operation units 35 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Other investment related cash payments Subtotal of cash flow out from investment activity 146,877,130.29 136,914,522.99 Net cash flows arising from investment activities -146,823,850.26 -126,466,441.43 III. Cash flows arising from fund raising activities Cash received from absorbing investment Incl.: Cash received from the subsidiaries’ absorption of minority shareholders’ investment Cash received from loans 741,192,340.23 575,282,350.00 Cash received from bond issuing Other fund-raising related cash receipts Subtotal of cash flow in from fund raising activity 741,192,340.23 575,282,350.00 Cash paid for debt repayment 832,333,208.63 1,167,061,934.80 Cash paid for dividend/profit distribution or 116,690,155.91 85,355,204.78 repayment of interest Including: Dividend and profit paid by the subsidiaries to minority shareholders Cash paid for other financing activities 3,376,589.16 Sub-total cash flow paid for financing activities 949,023,364.54 1,255,793,728.74 Net cash flows arising from fund raising activities -207,831,024.31 -680,511,378.74 IV. Change of exchange rate influencing the cash 702,253.60 -256,606.29 and cash equivalent V. Net increase of cash and cash equivalents -22,324,831.35 -242,279,864.49 Plus: Opening balance of cash and cash 184,947,891.32 427,227,755.81 equivalents VI. Ending balance of cash and cash equivalents 162,623,059.97 184,947,891.32 Legal representative: Huang Yongfeng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 6. Cash Flow Statement, Parent Company In CNY Items Amount incurred in the reporting period Amount incurred in the previous period I. Cash flows arising from operating activities Cash received from sales of goods and 116,016,128.07 118,206,419.70 supply of labor service Rebated taxes received Other operation activity related cash receipts 3,085,141,911.13 938,657,962.92 36 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Subtotal of cash flow in from operating activity 3,201,158,039.20 1,056,864,382.62 Cash paid for purchase of goods and 300,000.00 reception of labor services Cash paid to and for staff 58,785,131.65 52,908,089.08 Taxes paid 10,909,143.22 13,645,601.66 Other business activity related cash 3,050,352,344.19 560,857,112.69 payments Subtotal of cash flow out from operating activity 3,120,346,619.06 627,410,803.43 Net cash flow arising from operating activities 80,811,420.14 429,453,579.19 II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from investment income 143,000,000.00 117,000,000.00 Net cash from disposal of fixed assets, intangible assets and recovery of other long term 1,430.00 30,112.00 assets Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts Subtotal of cash flow in from investment activity 143,001,430.00 117,030,112.00 Cash paid for purchase/construction of fixed assets, Intangible assets and other long term 27,763,546.06 47,230,065.02 assets Cash paid for investment Net cash paid for acquisition of subsidiaries 114,299,236.67 and other operation units Other investment related cash payments Subtotal of cash flow out from investment activity 27,763,546.06 161,529,301.69 Net cash flows arising from investment activities 115,237,883.94 -44,499,189.69 III. Cash flows arising from fund raising activities Cash received from absorbing investment Cash received from loans 700,000,000.00 540,000,000.00 Cash received from bond issuing Other fund-raising related cash receipts Subtotal of cash flow in from fund raising activity 700,000,000.00 540,000,000.00 Cash paid for debt repayment 774,861,928.00 986,000,000.00 Cash paid for dividend/profit distribution or 115,249,277.23 79,277,672.20 repayment of interest Cash paid for other financing activities 37 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Sub-total cash flow paid for financing activities 890,111,205.23 1,065,277,672.20 Net cash flows arising from fund raising activities -190,111,205.23 -525,277,672.20 IV. Change of exchange rate influencing the cash 73,422.99 -90,699.34 and cash equivalent V. Net increase of cash and cash equivalents 6,011,521.84 -140,413,982.04 Plus: Opening balance of cash and cash 128,958,944.43 269,372,926.47 equivalents VI. Ending balance of cash and cash equivalents 134,970,466.27 128,958,944.43 Legal representative: Huang Yongfeng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 7. Consolidated Statement of Changes in Owner’s Equity Amount in the reporting period In CNY Reporting period Owners’ equity attributable to the parent company Other equity instruments Reserv Minority Other Retaine Total Items shareho Capit Prefe Capital Less: Surplus e compre Special d owner’s Perp lders’ al rred Other Reserv shares Reserv against hensive reserve earning equity etual equity Stock share s e in stock e general bond income s s risks 438,7 1,062,4 2,467,9 I. Ending balance of -11,523, 206,805 771,484 5,515.7 44,88 55,644. 72,876. the previous year 442.39 ,713.35 ,565.02 8 1.00 22 98 Plus: Change in accounting policy Correction of previous errors Consolidation of enterprises under the same control Others 438,7 1,062,4 2,467,9 II. Opening balance of -11,523, 206,805 771,484 5,515.7 44,88 55,644. 72,876. the reporting year 442.39 ,713.35 ,565.02 8 1.00 22 98 III. Decrease/increase 102,16 6,081,3 16,210, 79,876, of the report year 265.86 7,687.5 02.61 080.45 038.64 (decrease is stated 6 38 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text with “-“) (I) Total 189,91 6,081,3 183,835 comprehensive 265.86 6,663.7 02.61 ,095.29 income 6 (II) Owners’ input and decrease of capital 1. Common shares contributed by the owner 2. Capital contributed by other equity instruments holders 3. Amount of payment for shares credited to owners’ equity 4. Others -103,95 16,210, -87,748 (III) Profit Distribution 9,056.6 080.45 ,976.20 5 1. Provision of surplus 16,210, -16,210 reserve 080.45 ,080.45 2. Provision of reserve against general risks 3. 3. Distribution to -87,748 -87,748 the owners (or ,976.20 ,976.20 shareholders) 4. Others (IV) Internal carry-over 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. Setting of the amount involved in 39 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text the movement of the beneficial plan carried over to the retained earnings 5. Others (V) Special reserve 1. Provision in the reporting period 2. Applied in the reporting period (VI) Others 438,7 1,062,4 2,570,1 IV. Ending balance of -5,442, 223,015 851,360 5,781.6 44,88 55,644. 40,564. the reporting period 139.78 ,793.80 ,603.66 4 1.00 22 54 Amount in the previous period In CNY Previous period Owners’ equity attributable to the parent company Other equity instruments Reserv Minority Other Retaine Total Items shareh Capit Prefe Capital Less: Surplus e compre Special d owner’s Perp olders’ al rred Other Reserv shares Reserv against hensive reserve earning equity etual equity Stock share s e in stock e general bond income s s risks 438,7 1,062,4 2,374,9 I. Ending balance of -11,778, 193,961 687,986 3,577,6 44,88 55,644. 48,189. the previous year 498.24 ,700.45 ,807.74 54.56 1.00 22 73 Plus: Change in accounting policy Correction of previous errors Consolidation of enterprises under the same control Others 438,7 1,062,4 2,374,9 II. Opening balance of -11,778, 193,961 687,986 3,577,6 44,88 55,644. 48,189. the reporting year 498.24 ,700.45 ,807.74 54.56 1.00 22 73 III. Decrease/increase of the report year 255,055 12,844, 83,497, -3,572, 93,024, (decrease is stated .85 012.90 757.28 138.78 687.25 with “-“) 40 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (I) Total 142,58 255,055 140,216 2,116,3 comprehensive 7,683.0 .85 ,258.28 68.91 income 4 (II) Owners’ input and -5,688, -5,688, decrease of capital 507.69 507.69 1. Common shares contributed by the owner 2.. Capital contributed by other equity instruments holders 3. Amount of payment for shares credited to owners’ equity -5,688, -5,688, 4. Others 507.69 507.69 12,844, -56,718, -43,874 (III) Profit Distribution 012.90 501.00 ,488.10 1. Provision of surplus 12,844, -12,844, reserve 012.90 012.90 2. Provision of reserve against general risks 3. Distribution to the -43,874, -43,874 owners (or 488.10 ,488.10 shareholders) 4. Others (IV) Internal carry-over 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. Setting of the amount involved in the movement of the 41 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text beneficial plan carried over to the retained earnings 5. Others (V) Special reserve 1. Provision in the reporting period 2. Applied in the reporting period (VI) Others 438,7 1,062,4 2,467,9 IV. Ending balance of -11,523, 206,805 771,484 5,515.7 44,88 55,644. 72,876. the reporting period 442.39 ,713.35 ,565.02 8 1.00 22 98 Legal representative: Huang Yongfeng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 8. Consolidated Statement of Changes in Owner’s Equity, Parent Company Amount in the reporting period In CNY Reporting period Other equity instruments Other Retaine Less: Total Items Capital Capital comprehe Special Surplus d Preferre Perpetu shares in owner’s Stock d Others Reserve nsive reserve Reserve earning al bond stock equity shares income s I. Ending balance of 438,744 1,068,111, 206,805,7 625,656 2,339,318 the previous year ,881.00 185.32 13.35 ,338.99 ,118.66 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of 438,744 1,068,111, 206,805,7 625,656 2,339,318 the reporting year ,881.00 185.32 13.35 ,338.99 ,118.66 III. Decrease/increase of the report year 16,210,08 58,141, 74,351,82 (decrease is stated 0.45 747.84 8.29 with “-“) (I) Total 162,100 162,100,8 comprehensive ,804.49 04.49 42 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text income (II) Owners’ input and decrease of capital 1. Common shares contributed by the owner 2. Capital contributed by other equity instruments holders 3. Amount of payment for shares credited to owners’ equity 4. Others -103,95 16,210,08 -87,748,9 (III) Profit Distribution 9,056.6 0.45 76.20 5 1. Provision of surplus 16,210,08 -16,210, reserve 0.45 080.45 2. Distribution to the -87,748, -87,748,9 owners (or 976.20 76.20 shareholders) 3. Others (IV) Internal carry-over 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. Setting of the amount involved in the movement of the beneficial plan carried over to the retained earnings 5. Others 43 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (V) Special reserve 1. Provision in the reporting period 2. Applied in the reporting period (VI) Others IV. Ending balance of 438,744 1,068,111, 223,015,7 683,798 2,413,669 the reporting period ,881.00 185.32 93.80 ,086.83 ,946.95 Amount in the previous period In CNY Previous period Other equity instruments Other Retaine Less: Total Items Capital Capital comprehe Special Surplus d Preferre Perpetu shares in owner’s Stock d Others Reserve nsive reserve Reserve earning al bond stock equity shares income s I. Ending balance of 438,744 1,068,111, 193,961,7 553,934 2,254,752 the previous year ,881.00 185.32 00.45 ,710.97 ,477.74 Plus: Change in accounting policy Correction of previous errors Others II. Opening balance of 438,744 1,068,111, 193,961,7 553,934 2,254,752 the reporting year ,881.00 185.32 00.45 ,710.97 ,477.74 III. Decrease/increase of the report year 12,844,01 71,721, 84,565,64 (decrease is stated 2.90 628.02 0.92 with “-“) (I) Total 128,440 128,440,1 comprehensive ,129.02 29.02 income (II) Owners’ input and decrease of capital 1. Common shares contributed by the owner 2. Capital contributed by other equity instruments holders 3. Amount of payment for shares credited to 44 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text owners’ equity 4. Others 12,844,01 -56,718, -43,874,4 (III) Profit Distribution 2.90 501.00 88.10 1. Provision of surplus 12,844,01 -12,844, reserve 2.90 012.90 2. Distribution to the -43,874, -43,874,4 owners (or 488.10 88.10 shareholders) 3. Others (IV) Internal carry-over 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. Setting of the amount involved in the movement of the beneficial plan carried over to the retained earnings 5. Others (V) Special reserve 1. Provision in the reporting period 2. Applied in the reporting period (VI) Others IV. Ending balance of 438,744 1,068,111, 206,805,7 625,656 2,339,318 the reporting period ,881.00 185.32 13.35 ,338.99 ,118.66 Legal representative: Huang Yongfeng Chief Financial Officer: Chen Zhuo Person in charge of the Accounting Department: Tian Hui 45 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Notes to the Financial Statements for the Year Ended 31 December 2018 (Expressed in RMB Yuan unless otherwise indicated) I. Company status FIYTA Holdings Ltd. (the “Company”) was founded, under the approval of Shen Fu Ban Fu (1992) 1259 issued by the General Office of Shenzhen Municipal Government, through the restructuring of former Shenzhen FIYTA Time Industrial Company by the promoter of China National Aero-Technology Import and Export Shenzhen Industry & Trade Center (name changed to “China National Aero-Technology Shenzhen Co., Ltd” lately) on 25 December 1992, and the name changed to “Shenzhen FIYTA Holdings Limited”. The headquarters is located at FIYTA Hi-Tech Building, Gao Xin Nan Yi Dao, Nanshan District, Shenzhen, Guangdong Province. Pursuant to the approval of Shen Ren Yin Fu Zi (1993) 070 issued by the People’s Bank of China Shenzhen Special Economic Zone Branch, the Company issued Renminbi ordinary shares (A shares) and Renminbi special shares (B shares) publicly on 10 March 1993. On 3 June 1993, both the Company’s A shares and B shares were listed and traded on Shenzhen Stock Exchange pursuant to the approval of Shen Zheng Ban Fu[1993]20 issued by Shenzhen Securities Regulatory Office and Shen Zheng Shi Zi (1993)16 issued by Shenzhen Stock Exchange. On 30 January 1997, the company name changed to Shenzhen FIYTA Holdings Limited with the approval of Shenzhen Municipal Administration for Industry and Commerce. On 4 July 1997, China National Aero-Technology Shenzhen Co., Ltd. ("CATIC Shenzhen Company") transferred 72,360,000 corporate shares (accounting for 52.24% of the Company's total share capital) to Shenzhen China Aviation Group Company Limited (previously known as "Shenzhen China Aviation Industry Company Limited", hereinafter referred to as "China National Aviation Group") according to share transfer agreement signed by both parties. As a result, the Company’s controlling shareholder changed from CATIC Shenzhen Company to China National Aviation Group. On 26 October 2007, the Company implemented split-share reform. Under the premise of maintaining the Company's total of 249,317,999 shares unchanged, the Company's shareholders of non-tradable shares paid 3.1 shares per 10 tradable shares to all the tradable share shareholders registered on option registration date designated by the split-share reform program. At that point, after the reform, the shares held by China National Aviation Group reduced to 44.69% from 52.24%. On 29 February 2008, due to expanding the scope of business, the Company’s corporate business license was altered from Shen Si Zi No. 4403011001583 to No. 440301103196089 with the approval of Shenzhen Municipal Administration for Industry and Commerce. With the approval of “Reply of China Securities Regulatory Commission (CSRC) to the Approval of Private 46 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Placement of Shenzhen FIYTA Holdings Limited” (Zheng Jian Xu Ke [2010]1703) and “Reply of State-owned Assets Supervision and Administration Commission of the State Council (SASAC) on Issues in Private Placement of Shenzhen FIYTA Holdings Limited” (SASAC (2010)430) in 2010, the Company is approved to issue not more than 50,000,000 ordinary shares (A shares) by private placement. After the completion of the placement on 9 December 2010, the Company’s registered capital increased to RMB280,548,479.00 and the equity capital of the Company held by China National Aviation Group reduced to 41.49%. On 3 March 2011, the company name changed to FIYTA Holdings Limited with the approval of Shenzhen Municipal Administration for Industry and Commerce. On 8 April 2011, the Company increased its share capital by 4 shares for every 10 shares by capitalizing the capital reserves on the basis of total shares of 280,548,479 as at 31 December 2010. Total shares of the Company changed to 392,767,870 shares after the increase. On 11 November 2015, with the approval of China Securities Regulatory Commission (CSRC) “Reply of non-public offering of stocks of Shenzhen FIYTA Holdings Limited” (ZhengJianXuKe[2015]2588) and the approval of State-owned Assets Supervision and Administration Commission of the State Council (SASAC) “Reply of non-public offering of stocks of Shenzhen FIYTA Holdings Limited” (SASAC(2015)415), the Company was approved to issue not more than 46,911,649 ordinary shares (A shares) through non-public offering. After the completion of the non-public offering of stocks on 22 December 2015, the Company’s registered capital was increased to RMB438,744,881.00 and the equity capital of the Company held by China National Aviation Group reduced to 37.15%. As at 31 December 2018, the Company has accumulatively issued 438,744,881 shares in total (refer to Notes VI. 25 “Share capital” for detail). Corporate governance institutions that were established by the Company include General Meeting of Shareholders, Board of Directors, Board of Supervisors, Strategy Committee, Audit Committee, and Nomination, Remuneration and Evaluation Committee. The Company’s functional departments include Administration, Party Affairs, Discipline Inspection and Audit, Finance, Human Resources, Strategy and Operating, Data and Information, Innovative Design Center, R&D, and Property Management departments. The financial statements have been approved and authorised for issue by the Board of Directors of the Company on 13 March 2019. There are 11 subsidiaries that are included in the Company’s scope of consolidation for year 2018, see Note VIII “Equity in other entities” for detail. Comparing with prior year, the status of changes in scope of consolidation is: zero addition and one decrease. See Note VII “Changes in scope of consolidation” for detail. The business scope of the Company and its subsidiaries mainly includes: producing and selling of analogue indication mechanical watches, quartz watches and its movements, components, various timing devices, processing and wholesaling karat gold jewellery watches, intelligent watches; domestic commercial and material 47 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text supply and distributing business (excluding goods under exclusive operational rights, special control and exclusive sales); property management and leasing; providing design service. Import and export business of self-design and construction; import and export business (according to Shen Mao Guan Deng Zheng Zi No.2007-072).The legal representative of the Company is Huang Yongfeng. II. Basis of preparation The financial statements of the Company have been prepared based on going concern assumption and based on actual transactions and events occurred. It is prepared in accordance with the requirements of “Accounting Standards for Business Enterprises - Basic Standard” (promulgated under Decree No. 33 of the Ministry of Finance and revised under Decree No. 76 of the Ministry of Finance) and 42 Specific Standards issued and revised by the Ministry of Finance on and after 15 February 2006, and application guidance, illustrations to the standards and related pronouncements (collectively known as “Accounting Standards for Business Enterprises” or “CAS”). These financial statements also comply with the disclosure requirements of “Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No. 15: General Requirements for Financial Reports” (revised in 2014) issued by China Securities Regulatory Commission (CSRC). According to Accounting Standards for Business Enterprises, accrual basis is adopted for the Company’s accounting activity. Except for some financial instruments, the financial statements are measured using historical cost. In case of impairment occurred on assets, provisions for impairment are provided for in accordance with related rules. III. Statement of compliance with corporate accounting standards The financial statements of the Company have been prepared in accordance with the requirements of Accounting Standards for Business Enterprises. These financial statements present truly and completely the financial position as at 31 December 2018, the results of operations and the cash flows for the year then ended of the Company. In addition, the financial statements of the Company comply with, in all material respects, the disclosure requirements for financial statements and notes to the financial statements under “Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No. 15: General Requirements for Financial Reports” as revised by CSRC in 2014. IV. Significant accounting policies and estimates The Company and each subsidiaries determines specific accounting policies and estimates for revenue recognition, depreciation of fixed asset, amortization of intangible assets and R&D expenses according to the characteristics of their production and operation and based on CAS. Refer to Notes IV. 24 “Revenue”, Note IV 15 48 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text “Fixed Asset”, Note IV 18 (1) “Intangible Asset” and Note IV 18 (2) “R&D Expenses” for detail. For explanation of significant accounting judgement and estimate made by the management, refer to Note IV 30 “Significant accounting judgement and estimate” for detail. 1. Accounting period The accounting period of the Company includes accounting year and interim accounting period. An interim period refers to a reporting period which is shorter than a full accounting year. The accounting year of the Company is the calendar year, i.e. from 1 January to 31 December of each year. 2. Operating cycle Normal operating cycle refer to the period start from purchasing asset for manufacturing until realization of cash or cash equivalent. The operating cycle of the Company is 12 months, which is the basis for distinguishing liquidity of assets and liabilities. 3. Recording currency Renminbi (RMB) is the functional currency of the main economic environment in which the Company and its domestic subsidiaries operate. The Company and its domestic subsidiaries adopt Renminbi as the recording currency. Except for the Swiss-based subsidiary Montres Chouriet SA (the “Swiss Company”) , which is a subsidiary of FIYTA (Hong Kong) Limited (FIYTA Hong Kong), uses Swiss Franc as the recording currency according to the main economic environment where the Swiss Company operated, all other subsidiaries outside the mainland China, including FIYTA Hong Kong and its subsidiary Station 68 Limited (Station 68) use Hong Kong Dollar (HKD) as the recording currency and translate to Renminbi when preparing financial statements. The currency used in preparing the Company’s financial statements is Renminbi. 4. Accounting treatment for business combinations involving entities under common control and not under common control Business combination refers to transactions or events that combine two or more separate enterprises and form one reporting entity. Business combinations are classified into business combinations involving enterprises under common control and business combinations involving enterprises not under common control. (1) Business combination involving entities under common control If the enterprises involved in a combination are subject to control of the same party or parties both before and after the combination, and that control is not temporary in nature, it is business combination under common control. The party who obtains control over other participating enterprises on the combination date is the combining party, and the other participating enterprises are combined parties in a business combination under common control. Combination date means the date on which the combining party actually obtains control over the combined parties. 49 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Assets and liabilities that the combining party obtained are measured using book value of the combined party’s accounts on combination date. Difference between book value of net assets the combining party obtained and book value of combination consideration paid (or the aggregate nominal amount of shares issued) is recognized in capital reserve (share premium). If the capital reserve (share premium) is insufficient to offset, retained earnings will be adjusted accordingly. All direct expenses incurred by the acquirer in relation to the combination are included in the current profit or loss at the time such expenses incurred. (2) Business combinations involving entities not under common control If the enterprises involved in a combination are not subject to control of the same party or parties both before and after the combination, it is the business combination involving entities not under common control. The party who obtains control over the other participating enterprises on acquisition date is the acquirer, and the other participating enterprises are the acquiree in a business combination not under common control. The acquisition date is the date on which the acquirer actually obtains the control over the acquirees. As for business combinations involving enterprises not under common control, combination cost includes assets paid, liabilities incurred or assumed, and the fair value of equity securities issued by the acquirer to obtain control over the acquiree on the acquisition date. Fees for auditing, legal service, evaluation and consultation, and other administrative expenses incurred for the combination are recognized in profit or loss in the period in which such expenses incurred. Transaction costs incurred by the acquirer for issuing equity securities or debt securities as combination consideration are recognized in initial recognition amount of equity securities or debt securities. Contingent consideration, if any, is included in acquisition cost at its fair value on the acquisition date. If, within 12 months, new or further evidence revealed regarding conditions that already existed on acquisition date, the contingent consideration required to be adjusted, adjusting the goodwill arising from the acquisition accordingly. For acquisition that realized step by step through multiple transfer transactions, the equity of the acquiree held by the acquirer before the acquisition date are re-measured using fair value on the acquisition date. Any difference between the fair value and its carrying amount is recognized as investment income and transfer other comprehensive income related to this part of equity to investment gain in the period where the acquisition date falls. The acquisition cost is the aggregate of fair value of acquiree’s equity held by the acquirer before the acquisition date and fair value of additional equity acquired on the acquisition date. Acquisition cost incurred by the acquirer and identifiable net assets acquired in the acquisition are measured at fair value on the acquisition date. If the acquisition cost is greater than the fair value of the part of identifiable net assets acquired on the acquisition date, the difference is recognized as goodwill. If the acquisition cost is lesser than the fair value of the part of identifiable net assets acquired on the acquisition date, review the fair value of each identifiable asset, liability and contingent liability that acquired and the calculation of acquisition cost. If, after the review, the acquisition cost is still lesser than the fair value of the part of identifiable net assets acquired, the 50 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text difference is recognized in profit or loss in corresponding period. Deductible temporary differences that the acquirer obtained from the acquiree, which are not recognized on acquisition date due to the conditions of recognition as deferred tax assets are not fulfilled, are recognized as deferred tax assets and correspondingly deduct goodwill if new or further evidence shows, within 12 months after the acquisition date, that relevant conditions exist on the acquisition date and it is probable that the economic benefit arising from the deductible temporary differences on acquisition date can be realized. If the goodwill is insufficient to the deduction, the excess part is recognized in profit or loss in corresponding period. Deferred tax assets recognized in relation to acquisition that other than the circumstances mentioned above are recognized in profit or loss in corresponding period. For business combination involving entities not under common control that achieved in stages that involves multiple transactions, judgement of whether a transaction belongs to “a basket transaction” requires to be carried out in accordance with the “Notice of the Ministry of Finance on Circulating the Fifth Interpretation to Accounting Standards for Business Enterprise” (Cai Kuai (2012) No. 19) and criteria of “a basket transaction” stated in clause 51 of “Accounting Standards for Business Enterprise No. 33 – Financial Statements Consolidation” (see Note IV 5 (2) for detail). If it is “a basket transaction”, the accounting treatment shall be referred to descriptions in above paragraphs and Note IV 13 “Long-term equity investment”. If it isn’t “a basket transaction”, the accounting treatment shall be differentiated for individual and consolidated financial statements. In the individual financial statements, the initial investment cost is the sum of the carrying amount of equity investment of the acquiree held prior to the acquisition date and the additional investment cost at the acquisition date. When disposing an equity held prior the acquisition date that involving other comprehensive income, the other comprehensive income shall be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities (i.e. except for the portion resulted from changes in re-measuring the acquiree’s net liability or net asset of a defined benefit plan according to equity method accounting, the rest shall be recorded in current period investment gain). In the consolidated financial statements, the cost of equity investment of the acquiree held prior to the acquisition date is re-measured at the fair value on the acquisition date, the difference between the fair value and carrying value is recognized as investment gain for the current period. For an equity held prior the acquisition date that involving other comprehensive income, the other comprehensive income shall be accounted for on the same basis as would have been required if the investee had directly disposed of the related assets or liabilities (i.e. except for the portion resulted from changes in re-measuring the acquiree’s net liability or net asset of a defined benefit plan according to equity method accounting, the rest shall be recorded in current period investment gain). 5. Method of preparing consolidated financial statements (1) Principles in determining the scope of the consolidation 51 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text The scope of consolidation is determined on the basis of control. Control refers to the right that the Company is able to make decision on financial and operational policies of the invested company, and receiving benefits from the business activities conducted by the invested company. The scope of the consolidation includes the Company and all its subsidiaries. Subsidiary means enterprise or entity that is controlled by the Company. The Company will re-evaluate the scope of consolidation once related facts and situation changes, which in turn results in changes to key factors that define control. (2) Method of preparing consolidated financial statements The Group begins to include a subsidiary in the scope of consolidation from the date that the Company acquires the net assets and effective control over the operation and business decisions of the subsidiary. A subsidiary is excluded out of the scope of the Group’s consolidation from the date the Company losses effective control over it. For subsidiary that is disposed, the operating performance and cash flows before the disposal date are properly included in the consolidated income statement and consolidated cash flow statement. The opening balance of the consolidated balance sheet is not adjusted if the disposal occurs in the same period. The business performance and cash flows of the addition of subsidiary through combination involving entities not under common control after the acquisition date have been properly included in the consolidated income statement and consolidated cash flow statement, and no adjustments are made to the opening balance and comparative figures of the consolidated financial statements. For addition of subsidiary through combination involving entities under common control, the business performance and cash flows from the beginning of the period to the combination date are properly included in the consolidated income statement and consolidated cash flow statement, and the opening and comparative figures of the consolidated financial statements are adjusted at the same time. If the accounting policies or accounting period adopted by the subsidiary are not in line with the Company, necessary adjustments are made to the financial statements of the subsidiary according to the Company’s accounting policies and period when preparing consolidated financial statements. If the subsidiary is acquired through combinations involving entities not under common control, the adjustments are made based on the fair value of its identifiable net assets on the acquisition date. All material intra-group current account balances, transactions and unrealized profits are offset when preparing the consolidated financial statements. The part of subsidiary shareholders’ equity and current period net profit or loss that do not attribute to the Company are presented separately under shareholders’ equity and net profit in consolidated financial statements as minority shareholders’ equity and minority shareholders’ profit or loss respectively. Portion of subsidiaries’ current net profit or loss attributable to minority shareholder’s equity are presented under the title of “minority shareholders’ profit or loss” under net profit in consolidated income statement. If subsidiary’s losses that attributable to minority shareholders exceed the opening owners’ equity attributable to minority shareholders, minority shareholders’ equity is deducted. 52 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text If the Company losses control over a subsidiary due to partial disposal of equity investment or other reasons, the remaining equity is measured at fair value on the date when the control lost. The difference between the sum of consideration received for disposal of equity interest and the fair value of remaining equity interest less the net assets attributable to the Company calculated continuously since the purchase date based on shareholding percentage before disposal are recognized in investment gain in the period when the control lost. Other comprehensive income related to equity investment in the subsidiary is transferred to investment gain at the time control lost. The remaining equity interests are measured subsequently according to “CAS No. 2 – Long-term Equity Investment” or “CAS No. 22 – Recognition and measurement of Financial Instrument”. See Note IV. 9 “Financial instrument” or Note IV. 13 “Long-term equity investment” for details. If the Company losses control over a subsidiary step by step through multiple disposal transactions, judgment of whether these transactions belong to “a basket transaction”. It’s typically considered to account the multiple transaction as “a basket transaction” if the terms, conditions or economic effects of each of the transactions meet one or more criteria list below: a. The transactions are entered into at the same time or in contemplation of each other; b. The transactions together can achieve a complete commercial effect; c. The occurrence of one transaction is dependent on the occurrence of at least one other transaction; d. One transaction is not economically justified, but it is economically justified when considered together with other transactions. If the transactions do not belong to a basket transaction, each transactions shall be accounted for as a disposal transaction that does not resulted in loss of control (refer to Note IV. 13 (2) ④ for detail) and applicable principle of loss of control over a subsidiary because of partial disposal of equity investment or other reason (refer to previous paragraph). However, the difference between each consideration received for disposal and portion of net asset related to the disposal shall be accounted as other comprehensive income in consolidated financial statement and charged to profit or loss at the time control losses and in the period of loss of control. 6. Categorizing of joint arrangement and accounting treatment for joint operation A joint arrangement is an arrangement of which two or more parties have joint control. The Company classifies joint arrangements into joint operations and joint ventures. A joint operation is a joint arrangement whereby the joint operators have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the joint ventures have rights to the net assets of the arrangement. The Company adopts equity method to joint venture investment and accounted for in accordance with accounting policies stated in Note IV 13 (2) ②“Long-term investment accounted for using equity method”. As a party in a joint operation, the Company recognize the followings: asset held independently; liability undertaken independently; the Company’s share of asset held commonly and liability undertaken commonly; 53 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text revenue from selling output of the joint operation that enjoyed by the Company; revenue from selling output of the joint operation based on the Company’s share; expenses incurred independently by the Company and common expenses incurred and shall be borne by the Company according to its shares. When the Company, as a party in a joint operation, invest or sell asset (the asset does not constitute business) to the joint operation or purchase asset from the joint operation, the Company only recognize the portion of profit or loss that attribute to other parties in the joint operation arises from the transaction before the asset is sold to third party. If the asset impaired according to “CAS No. 8 – Asset impairment”, the Company recognize the loss in full if the asset is invested or sold to the joint operation by the Company, or only recognize the portion attributable to the Company should be recognized if the asset is purchased by the Company from the joint operation. 7. Determination of cash and cash equivalents The Company's cash and cash equivalents include cash on hand, deposit that can be used for immediate payment, and Company’s investments that are with characteristics of short term (generally matures in three months from the date of purchase), highly liquid, readily convertible to known amount of cash, and with insignificant risks of changes in value. 8. Foreign currency transactions and financial statements translation (1) Translation of foreign currency transactions Initial recognition of foreign currency transactions incurred by the Company are translated to recording currency using the spot exchange rate at the trading date (usually refers to middle rate of foreign exchange rate on that day published by the People's Bank of China). For foreign currency exchange transactions and transactions related to foreign currency exchange, they are translated into recording currency using actual exchange rate. (2) Translation of monetary items and non-monetary items denominated in foreign currencies At the balance sheet date, monetary items denominated in foreign currencies are translated using the spot rate at the balance sheet date. Translation differences arising from the translation are recognized in current profit or loss except for: ① Capitalized exchange difference attributable to assets purchased or constructed, which can be capitalized, using foreign currency specified loan; ② Exchange differences on hedging instruments used for effective hedging of net investments in overseas operations (the difference is included in other comprehensive income until the net investment is disposed of to be recognized as current gains and losses;③Amortized cost of available for sale monetary items denominated in foreign currency. The exchange difference arose from the two scenario mentioned above shall be treated under the principal of capitalizing of borrowing cost and charged to other comprehensive income respectively. In preparing of the consolidated financial statements involving overseas operations, if there is any foreign-currency monetary item constituting substantially net investment in overseas operation, the exchange difference arising from exchange rate variation is recognized in other comprehensive income and will be charged 54 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text to profit or loss at the period the investment is disposed. Non-monetary items denominated in foreign currencies that are measured using historical costs are still measured using recording currency translated at the spot rate at transaction date. Non-monetary items denominated in foreign currency which are measured using fair value are translated at spot rate of the day the fair value is determined. The differences between amount of recording currency after the translation and the original amount of recording currency are treated as changes in fair value (including exchange rate change) and are recognized in current profit or loss or recognized in capital reserves as other comprehensive income. (3) Translation of financial statements prepared in foreign currencies In preparing of the consolidated financial statements involving overseas operations, if there is any foreign-currency monetary item constituting substantially net investment in overseas operation, the exchange difference arising from exchange rate variation is recognized as “translation difference” under owners’ equity in balance sheet. In case of disposal of overseas operation, it is charged to the profit and loss of the period. Financial statements of foreign businesses that denominated in foreign currencies are translated to financial statements in RMB using following rules: asset and liability items in balance sheet are translated using the spot rate on balance sheet date; except for “undistributed profit”, all other items in owners’ equity are translated using the spot rate on the date the corresponding transactions occurred. Revenue and expenses items in income statement are translated using the average rate on the transaction date. The undistributed profit at the beginning of the year is the year-end balance translated at the prior year. The undistributed profit at the year-end is presented using translated items in profit distribution. Difference between the translated assets and sum of liabilities and owners’ equity is recognized in other comprehensive income as translation differences and is presented separately under owners’ equity in balance sheet. When disposing overseas operations and losing controls over the operations, relevant translation differences which are originally presented under owners’ equity are charged to profit or loss entirely or proportionately according to percentage of disposal. Cash flows denominated in foreign currency and cash flows of subsidiaries outside Mainland China are translated using the average exchange rate on the date when cash flows occur. The amount of cash changes due to exchange rate variations are recognized as adjustment item and presented in the cash flow statement separately. The balance at the beginning of the year and amount actually incurred prior year are presented using figures in prior year’s translated financial statements. All foreign exchange translation difference of an oversea investment recorded under equity and attributable to the shareholders of the parent company shall be charged to current period profit or loss when the Company losses control over this oversea investment due to disposal of all equity owned or partial disposal or other reasons. If the equity holding in an oversea investment decreased but still maintain control due to partial disposal or other reasons, foreign exchange translation difference related to the part disposed shall be included as minority shareholders’ interest and should not be charged to current period profit or loss. If the partial disposal is for 55 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text oversea associate or joint ventured enterprise, foreign exchange difference related to the oversea operation shall be charged to profit or loss when the disposal occurred based on the percentage disposed. 9. Financial instruments A financial asset or financial liability is recognized when the Company becomes one party of financial instrument contracts. Financial asset and financial liability are initially recognized at fair value. Transaction expenses for fair value through profit or loss financial asset and liability shall be charged to the profit or loss directly. Transaction expenses for financial asset and liability other than that shall be included in the initial recognition amount. (1) Determination of fair values for financial assets and financial liabilities Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. If there is an active market for a financial instrument, the quoted price in the active market shall be used to establish the fair value of the financial instruments. Quoted prices from an active market are prices that are readily and regularly available from an exchange, broker, industry association or pricing service agency etc… and represent prices used in actual market transactions on an arm’s length basis. If no active market exists for a financial instrument, the Group establishes fair values by using valuation techniques. Valuation techniques include using the prices quoted in latest market transactions between knowledgeable, willing parties for reference, referencing to the current fair value of another instrument that is substantially the same in nature, discounted cash flow method and option pricing model, etc... (2) Classification, recognition and measurement of financial assets Financial assets which are traded in conventional manner are recognized or derecognized on the transaction date. On initial recognition, financial assets are classified into fair value through profit or loss financial assets, held-to-maturity financial assets, loans and receivables, and available-for-sale financial assets. 1 Fair value through profit or loss financial asset Fair value through profit or loss financial asset includes financial asset held for trade and designated upon initial recognition as at fair value through profit or loss. Financial asset meet one of the following criteria is categorized as financial asset held for trade: A. the purpose of acquiring the financial asset is for selling in short-term; B. belongs to identifiable financial instrument portfolio that is centralized managed and objective evidence proofed that the Company manages the portfolio in a manner to make profit in short-term; C. belongs to derivative instrument except for derivative instruments that are designated as effective hedging tools, financial guarantee contract or connected with equity instrument investment that do not have quotation in an active market and that the fair value cannot be measured reliably and the settlement of derivative instrument must involve delivery of this equity instrument. 56 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Financial asset can be recognized initially as designated fair value through profit or loss financial asset if one of the following conditions is met: A. the designation can eliminate or reduce significantly the situation of inconsistency in recognition or measurement of profit or loss caused by different measurement basis; B. the official documents of the Company’s risk management or investment strategy state that the financial asset portfolio or portfolio combines financial asset and financial liability that contains the financial asset are managed, evaluated and reported to key management based on fair value. Fair value through profit or loss financial asset is measured consequently using fair value. Profit or loss arose from changes in fair value and dividend and interest income related to the asset are recorded in current period profit or loss. 2 Held-to-maturity investment Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the Company has the positive intention and ability to hold to maturity. Held-to-maturity investments are subsequently measured at amortized cost using the effective interest method; gains and losses arising from de-recognition, impairment or amortization is recognized in profit or loss for the current period. Effective interest rate method refers to the method that calculates amortized cost and interest income or expenses for each period based on actual interest rate of a financial asset or financial liability (or a group of financial asset or financial liability). Effective interest rate is the rate that used to discount future cash flows of a financial asset or financial liability in its holding period or a shorter time applicable to its current book value. When calculating effective interest, the Company estimates future cash flows (do not consider future credit loss) based on all contractual terms of the financial asset or financial liability, and taking into consideration of expenses, transaction fee and discount or premium, which consist part of the actual interest rate, that are paid to or received from different parties of the financial asset or financial liability contract. ③Loan and receivables Loan and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company’s assets fall under this category include notes receivable, accounts receivable, interest receivable, dividends receivable and other receivables etc… Loan and receivables are subsequently measured at amortized cost using the effective interest method; gains and losses arising from de-recognition, impairment or amortization is recognized in profit or loss for the current period. ④Available-for-sale financial asset (AFS financial asset) AFS financial assets are those non-derivative financial assets that are designated as available for sale and those financial assets in addition to those above mentioned. The cost of AFS debt instrument investment at period end is determined according to amortized cost, i.e. the initial 57 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text recognized amount minus principal repaid plus or minus the accumulated amortization of difference between initial recognized amount and amount at the maturity date, and minus impairment loss incurred. The cost of AFS equity instrument at period end is the initial cost when it is acquired. AFS financial assets are subsequently measured at fair value. Gain and losses arising from changes in fair value of AFS financial assets (other than impairment losses and foreign exchange gains and losses resulted from foreign currency monetary assets which are recognized in profit or loss for the current period) are recognized as other comprehensive income, until the financial assets are derecognized, are transferred to profit or loss for the current period. Equity instrument investment with no quoted price in active markets and with not reliably measured fair value, and derivative financial assets for the equity instrument and settled by paying the equity instrument are subsequently measured at cost. Interest income and dividends related to the AFS financial assets are recognized as investment gain for the current period. (3) Impairment of financial assets The Company assesses the carrying amount of financial assets at each balance sheet date other than those at fair value through profit or loss, if there is objective evidence that financial assets are impaired, the Company determines the amount of impairment loss. The Company conducts impairment test on individually significant financial assets separately. Financial assets that are not individually significant in amount are tested for impairment separately or grouped into different asset portfolios based on similarity and correlation of the credit risk characteristics. Financial assets that are not impaired after standalone impairment tests will be tested again by including it in a portfolio of financial assets with similar credit risk characteristics. Financial assets that have been impaired in standalone test will not be tested again by including it in a portfolio of financial assets with similar credit risk characteristics. ①Impairment to held-to-maturity, loan and receivables The carrying amount of financial assets that are measured at cost or amortized cost shall be reduced to the present value of estimated future cash flows. The amount reduced shall be recognized as impairment loss and charged to current period profit or loss. If there is objective evidence shows that the value of the financial asset recovered after impairment loss was recognized, and the recovery is connected with matters happened after the recognition of impairment loss, the loss recognized previously could be reversed. The carrying amount after the reversal shall not exceed the amortized cost at the reversal date as if there is no impairment before. ②Available-for-sale financial assets It indicated that impairment incurred to the AFS financial asset if the air value decrease is judged as severe and not temporary by considering all relevant factors. If AFS financial assets are impaired, accumulated losses due to decreases in fair value previously recognized 58 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text directly in other comprehensive income are reversed and charged to profit or loss for the current period. The reversed accumulated losses are the asset's initial acquisition costs after deducting amounts recovered and amortized, current fair value and impairment losses previously recognized in profit or loss. If, in a subsequent period, the fair value of financial assets increases and the increase can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment losses can be reversed. The reversal of impairment losses of AFS equity instruments are to be included in other comprehensive income and the AFS debt instrument impairments are to be reversed through current period profit or loss. The impairment for derivative financial asset that do not have quotation in an active market and that the fair value cannot be measured reliably and the settlement of derivative instrument must involve delivery of this equity instrument are not allowed to be reversed. (4) Condition of recognition and measurement of transfer of financial assets Financial asset is derecognized if one of the following conditions is satisfied: ①the contractual rights of receiving cash flows from the financial asset is terminated; ② financial asset has been transferred, and substantially all risks and reward associated with the ownership of the financial asset have been transferred to transferee; ③the financial asset has been transferred. The enterprise neither transfers nor retains substantially all the risks and rewards associated with the ownership of the financial asset, but it has not retained control over the financial asset. If the enterprise neither transfers nor retains substantially all the risks and rewards associated with the ownership of a financial asset, and it retains control over the financial asset, it recognizes the financial asset to the extent of its continuing involvement in the transferred financial asset and recognizing associated liability. The extent of continuing involvement in the transferred asset is the extent to which the enterprise is exposed to risks of changes in the value of the transferred asset. For an entire transfer of a financial asset that satisfies the de-recognition criteria, the difference between the carrying amount of the financial asset transferred and the sum of the consideration received from the transfer and any cumulative gain or loss that had been recognized in other comprehensive income is recognized in current profit or loss. If a part of the transferred financial asset qualifies for de-recognition, the carrying amount of the transferred financial asset in its entirety shall be allocated between the part that is derecognized and the remaining portion proportionately based on the relative fair value of each part. The difference between the carrying amount allocated to the part derecognized and the sum of the consideration received for the part derecognized and any cumulative gain or loss attributable to it that had been recognized in other comprehensive income is recognized in current profit or loss. 59 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text For financial asset sold with recourse or endorsed, it needs to assure that almost all risk and rewards associated with the financial asset have been transferred. If almost all risk and rewards associated with the financial asset have been transferred to the recipient, the financial asset shall be de-recognized. If the Company retains almost all risk and rewards associated with the financial asset, it shall not be de-recognized. If the Company neither transfers nor retains almost all risk and rewards associated with the financial asset, judgment of whether the Company retains control over the asset needs to be carried out and it shall be accounted for based on principals stated in above paragraphs. (5) Classification and measurement of financial liabilities On initial recognition, financial liabilities are classified in financial liabilities at fair value through profit or loss and other financial liabilities. A financial liability is initially recognized at fair value. Transaction costs for financial liability at fair value through profit or loss are charged to current profit or loss. Transaction costs for other financial liabilities are included in their initial recognition amounts. ①Fair value through profit or loss financial liability The condition of categorizing fair value through profit or loss financial liability and designated as fair value through profit or loss financial liability is the same as fair value through profit or loss financial asset and designated fair value through profit or loss asset. Fair value through profit or loss financial liability is measured subsequently using fair value and gain or losses resulted from changes in fair value and dividend or interest payment related to the financial liability shall be charged to current period profit or loss. ②Other financial liability Derivative financial liabilities, which connected with equity instrument without quotation in an active market and that the fair value cannot be measured reliably and the settlement of such financial liabilities require delivery of the equity instrument, are measured subsequently at cost. Other financial liabilities are measured at amortized cost using effective interest rate method. Gain or losses arising from derecognizing or amortization are charged to current profit or loss. ③Financial guarantee contract Financial guarantee contracts that are not belong to financial liabilities designated as fair value and record changes in profit or loss are initially recognized at fair value, and initially recognized at the determined amount in accordance with the "CAS No. 13 - Contingencies" and the higher of the initial balance after deducting the accumulated amortization according to the "CAS No. 14 - Income". (6) De-recognition of financial liability A financial liability or part of it can only be derecognized only when the present obligations are fully or partly discharged. If an agreement between the Company (the debtor) and creditor indicates that the present financial 60 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text liability are to be replaced with a new financial liability which has substantially different terms compare with the present financial liability, the present financial liability is derecognized and the new financial liability is recognized. When a financial liability is entirely or partly derecognized, the difference between the carrying amount of the derecognized financial liability and the consideration paid (including any non-cash assets transferred or new financial liabilities undertook) is charged to current profit or loss. (7) Derivative instrument and embedded derivative instrument Derivative financial instruments of the Company are initially measured at the fair value of the date a derivative contract entered into and subsequently measured at their fair value. Gain or losses arising from changes in fair value of derivative instrument that designated hedging instrument and highly effective are charged to profit or loss based on hedging accounting. Any gains or losses arising from changes in fair value which do not meet the requirements of hedge accounting are directly recognized to profit or loss for the current period. For hybrid instrument with embedded derivative, where financial assets or liabilities not designated as fair value through profit or loss, the economic features and risks of the embedded derivative are not closely related to that of the host contract, and a similar instrument with the same terms as the embedded derivative would meet the definition of a derivative, then embedded derivative is separated from hybrid instrument and accounted for as a derivative. If embedded derivative is unable to measure separately either at acquisition or subsequently at balance sheet date, hybrid instrument as a whole is designated as financial assets or liabilities at fair value through profit or loss. (8) Offsetting of financial assets and financial liabilities Financial assets and financial liabilities can be presented in the balance sheet using net figure after offsetting only when the Group has the legal rights to offset the financial assets and liabilities that are already recognized and plans to execute such rights, and the Group intends to settle corresponding financial assets and liabilities on net basis or to realize the financial asset and settle the financial liability simultaneously. Other than situations mentioned above, financial assets and liabilities are presented separately in balance sheet and cannot be offset. (9) Equity Instrument An equity instrument is a contract that evidences any residual interest in the assets of the Group after deducting all of its liabilities. The equity instrument will increase the owners’ equity by deducting transaction costs from consideration received for the issuance of the equity instrument. All kinds of distributions to the owners of equity instrument (excluding stock dividends) decrease the owners’ equity. The Company does not recognize fair value changes of equity instrument. 10. Accounts receivable Receivables include accounts receivable and other receivables. (1) Recognition principle for bad debts provision 61 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text The Company examines, at the balance sheet date, the carrying amounts of receivables and impairment provision is recognized if following objective evidences that indicating impairment to receivables occurs: ①severe financial difficulties of the debtor; ②a breach of contract by the debtor (such as a default or breach of contract in interest or principle repayments); ③ it is probable that the debtor will be bankrupted or conduct other financial reorganization; and ④other objective evidences indicating there is an impairment of the receivables. (2) Method of recognizing bad debt provision ①Determination and providing bad debt provision for receivables which are individually significant in amount and provided for bad debt individually The Company identifies single accounts receivable item that above RMB800,000.00 (inclusive) and single other receivable item that above RMB500,000.00 (inclusive) as receivables that individually significant in amount. The Company conducts impairment test on individually significant receivables separately. Financial assets that are not impaired after standalone impairment tests will be tested again by including it in a portfolio of financial assets with similar credit risk characteristics. Receivables that have been impaired in standalone test will not be tested again by including it in a portfolio of financial assets with similar credit risk characteristics. ②Determination of receivables that recognize bad debt provision under credit risk portfolio and bad debt provision recognition. A. Basis of determining portfolio with similar credit risk characteristics Receivables that are not individually significant in amount and receivables that are individually significant in amount but not impaired after individual impairment test are grouped into different asset portfolios based on similarity and correlation of the credit risk characteristics. These credit risk characteristics reflect the ability of the debtor to repay all amounts due according to terms of contracts related to the assets under test and are in connection with estimation of future cash flows expected to be generated by these assets. Basis of portfolio determination Item Basis of portfolio determination Portfolio of aging Based on aging of receivables Receivables from petty cash advanced to employees, from subsidiaries of the Company Portfolio of specific accounts and sales revenue between the last settlement date with the department store and the balance sheet date B. Recognizing bad debt provision based on credit risk portfolio If the impairment test is carried out for a portfolio of assets, the amount of bad debt provision is recognized based on the structure of the portfolio and similar credit risk characteristics (the ability of repayment by the debtor according to contract terms) by assessing historical experience on assets impairment with similar credit risk characteristics, current economic condition, and losses that are already exist in the portfolio. 62 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Method of recognizing bad debt provision for different portfolios Item Method Portfolio of aging Analyzing the aging of receivables Portfolio of specific accounts No bad debt provision is recognized a. Recognizing bad debt provision based on aging analysis method within the portfolio Percentage of provision recognized for Percentage of provision recognized for Aging accounts receivable (%) other receivables (%) Within 1 year (inclusive) 5 5 1-2 years (inclusive) 10 10 2-3 years (inclusive) 30 30 Above 3 years 50 50 b. Recognizing bad debt provision at a percentage based on balance within the portfolio Percentage of provision recognized for Percentage of provision recognized for Name of portfolio accounts receivable (%) other receivables (%) No bad debt provision is recognized as the risk of impairment does not exist according Portfolio of specific accounts to its credit risk characteristics Based on historical experience, the Company’s receivables from petty cash advanced to employees, from subsidiaries of the Company and sales revenue between the last settlement date of the same department store and the balance sheet date are with high recoverability and low possibility of incurring bad debt, as a result, no bad debt provisions are provided for such receivables. ③Receivables that are insignificant in amount individually but recognize bad debt provision individually The Company conducts impairment test to receivables that insignificant in amount individually but with the following characteristics: receivables that involving dispute or legal case, arbitration with the other party; obvious indicators show that it is probable that the debtor is unable to fulfil the repayment obligation. Standalone impairment test is carried out for this kind of receivables. If any objective evidence indicate that the receivables impaired, impairment losses are recognized based on the difference between the carrying amount and the present value of estimated future cash flows. Bad debt provision is recognized accordingly. (3) Reversal of bad debt provision If, subsequent to the recognition of an impairment loss on a receivable, there are objective evidences of a recovery in value of the receivable and the recovery is related objectively to events occurred after the impairment was recognized, the impairment loss recognized previously is reversed and recognized in profit or loss. The 63 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text carrying amount after the reversal shall not exceed the amortized cost of the receivable on the reversal date as if there is no impairment previously. Accounts receivable transferred by the Company to financial institutions without recourse, the difference between transaction amount minus the carrying amount of receivable and related transaction taxes and fees is charged to current period profit or loss. 11. Inventory (1) Classification of inventory Inventory mainly includes raw material, work-in-process and stored goods. (2) Costing method of acquiring and delivering of inventory The inventory is valued using actual cost when it is acquired. The cost of inventory includes cost of purchase, manufacturing cost and other costs. Costing methods used for inventory usage and shipment include: weighted average costing (except for branded watches), specific identification method (for stored goods of branded watches). (3) Determination of net realizable value of the inventory and method of recognizing impairment provision Net realizable value (NRV) equals to estimated selling price less estimated costs of completion, estimated selling costs and related taxes in the ordinary course of business. The determination of net realizable value of the inventory is based on reliable evidence and taking into consideration of the intents of holding the inventory and impacts of events after the balances sheet date. In particular: (a) the NRV of inventories that are available for sale such as finished goods and materials held for trading are determined using the estimated selling price less estimated selling expenses and related taxes if the business is in the ordinary course of operation; (b) the NRV of materials that need to be processed are determined using estimated selling price of finished goods which is manufactured from the material less estimated cost of completion, estimated selling expenses and related taxes if the business is in the ordinary course of operation. The Company recognizes inventory impairment provision for FIYTA brand watches based on models. Impairment provisions for branded watches are recognized by specific item. Impairment provisions for raw materials of FIYTA watches are recognized by categories based on terminal selling status of FIYTA finished watches taking into considerations of the exchangeability of the spare parts and the special usage of materials. If, after the impairment provision is recognized, the influence conditions are no longer exist and as a result, the NRV of the inventory is higher than its carrying amount, the impairment provision recognized previously can be reversed. The amount reversed is to be recognized in current profit or loss. (4) The inventory system is perpetual inventory system (5) Amortization of low-value consumables and packaging material The low-value consumables and packaging material are amortized using one-off method at the time it is used. 64 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 12. Asset held for sale and disposal group If the Company mainly recovers a non-current asset or disposal group by disposal (including non-monetary transaction with commercial substance, the same below) rather than continuously usage. The asset is then classified as assets held for sale. The following conditions are to be met at the same time: A non-current asset or disposal group can be immediately sold under current conditions based on the practice of selling such assets or disposal group in a similar transaction; the Company has already decided on the sales plan and has been confirmed the purchase commitment; the sale is expected to be completed within one year. Among them, the disposal group refers to a group of assets that are disposed of by the sale or other means together in a transaction, and the liabilities directly related to these assets transferred in the transaction. The disposal group belongs to the asset group or the asset group combination in accordance with "CAS No. 8 –Asset impairment" to share the goodwill acquired in the business combination, the disposal group shall include the goodwill allocated to the disposal group. When the Company initially measures or re-measures the non-current assets held for sale and the disposal group on the balance sheet date, if the book value is higher than the net amount after the fair value minus the selling expenses, then the book value is reduced to the net amount after deducting the selling expenses from the fair value shall be recognized as the asset impairment loss and recorded in the current profits and losses, and at the same time, provision shall be made for the impairment of assets held for sale. For the disposal group, the recognized impairment loss on assets is offset against the carrying amount of the goodwill in the disposal group, and then reduced in proportion to the applicable "CAS No. 42 - Non-current Assets Held for Sale , Disposal Group and Discontinued Operations" ("Held-for-Sale Standard") measurement requirements of the non-current assets of the book value. On the subsequent balance sheet date, if the fair value minus the selling expenses increases, the amount previously written-down should be restored and the applicable sale-for-sale criterion should be applied after classification as held-for-sale category reversal of the amount of the asset impairment loss recognized in the measurement of non-current assets shall be recorded into the profits and losses of the current period; and according to the book value of the non-current assets held by the disposal group other than goodwill, the carrying amount of the goodwill that has been offset against and the non-current assets subject to the measurement of the held for sale criteria cannot be reversed . Non-current assets held for sale or disposal of non-current assets in the disposal group are not subject to depreciation or amortization. The interest on liabilities held in the disposal group for sale and other expenses are continuously recognized. Non-current assets or disposal group no longer meet the classified conditions for holding the sale category, the Company will no longer be classified as held for sale or remove non-current assets from held-for-sale disposal group, and shall be measured at the lower of the following: (1) The carrying amount before classification as held for sale is adjusted according to the depreciation, amortization or impairment that should be recognized if it is not 65 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text classified as held for sale; (2) recoverable amount. 13. Long-term equity investment Long-term equity investment refers to equity investments where the Company has control, joint control or significant influence over, an investee. Equity investment where the Company cannot control, joint control or exercise significant influence over the investee, shall be accounted for as AFS financial asset or Fair value through profit or loss financial asset, of which the accounting policies are stated in Note IV 9 “Financial instrument”. Joint control means jointly control of a certain business activity according to the agreement of contract. It exists only when the agreement on important accounting and business policies that needs to be reached between investors who share the control rights. Significant influence means participation in decision making to a company’s finance and business policies, but could not control or jointly control with other parties to the policy making. (1) Determination of investment cost For a long-term equity investment acquired through a business combination involving entities under common control, the investment cost of the long-term equity investment is the attributable share of the carrying amount of the shareholders' equity of the acquiree at the date of combination. The difference between the initial cost of the long-term equity investment and the payment in cash, non-cash assets transferred as well as the book value of the debts borne by the acquirer shall offset against the capital reserve. If the capital reserve is insufficient to deduct, retained earnings shall be adjusted. If the consideration is paid by issuing equity securities, it shall, on the date of acquisition, regard the share of the book value of the shareholder's equity of the acquiree on the consolidated financial statement of the ultimate control party as the initial cost of the long-term equity investment. The total face value of the stocks issued shall be regarded as the capital stock, while the difference between the initial cost of the long-term equity investment and total face value of the shares issued shall offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. The equities of the combined party which respectively acquired through multiple transaction under the same control that ultimately form into the combination of the enterprises under the common control, should be disposed according whether belongs to a basket transaction. If it belongs to a basket transaction, each transaction shall be accounted for by the Company as a transaction of acquiring the control right. If not belongs to package deal, it shall, on the date of merger, regard the enjoyed share of the book value of the shareholder's equity of the merged enterprise on the consolidated financial statement of the ultimate control party as the initial cost of the long-term equity investment, and as for the difference between the initial investment cost of the long-term equity investment and sum of the book value of the long-term equity investment before the combination and the book value of the consideration of the new payment that further required on the combination date, should adjust the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. The equity investment held 66 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text before the combination date which adopted the equity method for accounting, or the other comprehensive income confirmed for the available-for-sale financial assets, should not have any accounting disposal for the moment. For the long-term investment required acquired from the business combination involving entities not under common control, the initial investment cost regarded as long-term equity investment on the purchasing date according to the combination cost, the combination costs shall be the sum of the fair values of the assets paid, the liabilities incurred or assumed and the equity securities issued by the Company. The equity of the acquirees which respectively acquired through multiple transactions that ultimately form into the combination of the entities under common control, should be disposed according whether belongs to a basket transaction. If it belongs to a basket transaction, each transaction would be accounted for by the Company as a transaction of acquiring the control right. If it does not belong to a basket transaction, the sum of the book value of the original held equity investment of the acquirees and the newly added investment cost should be regarded as the initial investment cost of the long-term equity investment that changed to be accounted by cost method. If the original held equity is calculated by cost method, the other relevant comprehensive income would not have any accounting disposal for the moment. If the original held equity investment is the financial assets available for sale, its difference between the fair value and the book value as well as the accumulative changes of the fair value that include in the other comprehensive income, should transfer into the current gains and losses. Agent fees incurred by the acquirer for the business combination such as audit, legal service, and valuation and consultation fees, and other related administration expenses are charged to current profit or loss at the time such expenses incurred. Equity investments that other than the kind originated from business combinations are measured at cost initially. The investment cost differs based on ways of acquiring the long-term equity investment. It can be determined based on cash consideration actually paid by the Company, fair value of equity securities issued by the Company, value stimulated in investment contract or agreement reached, fair value or carrying amount of assets that is exchanged in a non-monetary asset transfer transaction, or the fair value of the long-term equity investment itself. Expenses that directly related to the acquisition of the long-term equity investment, taxes and other necessary expenditure are included in the investment cost. Cost for long-term equity investment that has significant influences over the investees because of addition of the investment or execute joint control, shall be accounted for based on the sum of the fair value of the equity investment original held according to “CAS No.22 – Recognition and Measurement of Financial Instrument” and the newly added investment cost. (2) Subsequent measurement and recognition of gain or losses Equity method is used for measurement of long-term equity investment if there is common control (except joint operation) with or significant influence over the invested entity. Cost method is used for measurement of long-term equity investment if there is control over the invested entity. 67 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text ①Long-term equity investments that are measured using cost method Under cost method, long-term equity investment is measured at initial investment cost. Current period investment gain or losses are recognized according to the cash dividend or profit distribution that is announced by the invested entity, except for cash dividend or profit distribution that is already announced but not distributed which is included in the consideration that actually paid. ②Long-term equity investments that are measured using equity method If the initial investment cost of a long-term equity investment, which is measured using equity method, is greater than the portion of fair value of the identifiable net assets of the invested entity attributable to the Company, the initial investment cost of the long-term equity investment is not adjusted. Otherwise, the difference is charged to current profit or loss, and the cost of long-term equity investment is adjusted accordingly. When measured by adopting equity method, respectively recognize investment income and other comprehensive income according to the net gains and losses as well as the portion of other comprehensive income which should be enjoyed or be shared, and at the same time adjust the book value of the long-term equity investment; corresponding reduce the book value of the long-term equity investment according to profits which be declared to distribute by the investees or the portion of the calculation of cash dividends which should be enjoyed; for the other changes except for the net gains and losses, other comprehensive income and the owners’ equity except for the profits distribution of the investees, should adjust the book value of the long-term equity investment as well as include in the capital reserve. The investing enterprise shall, on the ground of the fair value of all identifiable assets of the invested entity when it obtains the investment, recognize the attributable share of the net profits and losses of the invested entity after it adjusts the net profits of the invested entity. If the accounting policies adopted by the investees is not accord with that of the Company, should be adjusted according to the accounting policies of the Company and the financial statement of the investees during the accounting period and according which to recognize the investment income as well as other comprehensive income. For the transaction happened between the Company and associated enterprises as well as joint ventures, if the assets launched or sold not form into business, the portion of the unrealized gains and losses of the internal transaction, which belongs to the Group according to the calculation of the enjoyed proportion, should recognize the investment gains and losses on the basis. But the losses of the unrealized internal transaction happened between the Company and the investees which belongs to the impairment losses of the transferred assets, should not be neutralized. The assets launched by the Company to the associated enterprises or the joint ventures if could form into business, the long-term equity investment without control right which acquired by the investors, should regard the fair value of the launched business as the initial investment cost the newly added long-term equity investment, and for the difference between the initial investment cost and the book value of the launched business, should be included into the current gains and losses with full amount. The assets sold by the Company to the associated enterprises or the joint ventures if could form into business, the difference between the acquired consideration and the book value of the business should be included in the current gains and losses with full amount. The assets purchased 68 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text by the Company to the associated enterprises or the joint ventures if could form into business, should be accounting disposed according to the CAS - No. 20 – “Business Combination”, and should be recognized gains or losses related to the transaction with full amount. The Company shall recognize the net losses of the invested enterprise until the book value of the long-term equity investment and other long-term rights and interests which substantially form the net investment made to the invested entity are reduced to zero. However, if the Company has the obligation to undertake extra losses, it shall be recognized as the estimated liabilities in accordance with the estimated duties and then recorded into investment losses at current period. If the invested entity realizes any net profits later, the Company shall, after the amount of its attributable share of profits offsets against its attributable share of the un-recognized losses, resume recognizing its attributable share of profits. For the long-term equity investment in the associates and joint ventures held by the Company for the first time before the implementation of the new accounting standards, if there is a debit balance of the equity investment related to the investment, the difference shall be amortized and charged to current profit or loss using straight line method based on original remaining period. ③Purchasing minority equity When preparing consolidated financial statements, the difference, resulted from addition of long-term equity investment and shares of net assets calculated continuously since acquisition date (or combination date) according to new shareholding, is adjusted to capital reserve. If the capital reserve is insufficient to offset, adjusting retained earnings. ④Disposal of long-term equity investment In consolidated financial statements, the parent company can dispose part of the long-term equity investment to a subsidiary given that the parent does not lose control over the subsidiary. The difference between consideration received for the disposal and the part of net assets disposed attributable to the parent is recognized in owners’ equity. If the parent company losses control over a subsidiary because of long-term equity investment disposal, the accounting treatment shall refer to accounting policies stated in Note IV. 5 (2) – “Preparing consolidated financial statements”. For long-term equity investment disposal other than situations mentioned above, the difference of carrying amount of disposed equity and the consideration actually received is charged to current profit or loss. For the long-term equity investment measured by adopting equity method, if the remained equity after disposal still adopts the equity method for measurement, the other comprehensive income originally recorded into owners’ equity should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees according to the corresponding proportion. The owners’ equity recognized owning to the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits 69 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text distribution of the investees, should be transferred into the current gains and losses according to the proportion. For the long-term equity investment which adopts the cost method of measurement, if the remained equity still adopt the cost method, the other comprehensive income recognized owning to adopting the equity method for measurement or the recognition and measurement standards of financial instrument before acquiring the control of the investees, should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees and should be carried forward into the current gains and losses according to the proportion; the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution among the net assets of the investees which recognized by adopting the equity method for measurement, should be carried forward into the current gains and losses according to the proportion. If the Company lost control over the investee by disposing part of the equity investment and the remained equity after disposal could execute joint control or significant influences over the investees, it should change to measure by equity method when preparing the individual financial statement and should adjust the measurement of the remained equity to equity method as adopted since the time acquired. If the remaining equity after disposal could not execute joint control or significant influences on the investees, it should change the accounting disposal according to the relevant regulations of the recognition and measurement standards of financial instrument, and its difference between the fair value and book value on the date lose the control right should be included in the current gains and losses. For the other comprehensive income recognized by adopting equity method for measurement or the recognition and measurement standards of financial instrument before the Company acquired the control of the investees, should execute the accounting disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when lose the control of them, while the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution among the net assets of the investees which recognized by adopting the equity method for measurement, should be carried forward into the current gains and losses according to the proportion. Of which, for the disposed remained equity which adopted the equity method for measurement, the other comprehensive income and the other owners’ equity should be carried forward according to the proportion; for the disposed remained equity which changed to execute the accounting disposal according to the recognition and measurement standards of financial instrument, the other comprehensive income and the other owners’ equity should be charged to profit or loss in full. For those the Company lost the control of the investees by disposing part of the equity investment, the disposed remained equity should change to calculate according to the recognition and measurement standards of financial instrument, and difference between the fair value and book value on the date lose the control right should be included in the current gains and losses. For the other comprehensive income recognized from the original equity investment by adopting the equity method, should execute the accounting disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when terminate the 70 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text equity method for measurement, while for the owners’ equity recognized owning to the changes of the other owner’s equity except for the net gains and losses, other comprehensive income and the profits distribution of the investees, should be transferred into the current investment income with full amount when terminate adopting the equity method. The Company respectively disposes the equity investment of the subsidiaries through multiple transactions until lose the control right, if the above transactions belongs to the package deal, should execute the accounting disposal by regarding each transaction as a deal of disposing the equity investment of the subsidiaries until lose the control right, while the difference between each expenses of the disposal and the book value of the long-term equity investment in accord with the disposed equity before losing the control right, should firstly be recognized as other comprehensive income then be transferred into the current gains and losses of losing the control right along until the time when lose it. 14. Investment property Investment property is property held to earn rentals or for capital appreciation or both. It includes buildings that are already leased out. Besides, for the vacant buildings held by the Company for the purpose of operating leases, if the board of directors (or similar institution) makes a written resolution that expressly indicates that it will be used for operating leases and the intention to keep no longer changes in the short-term, it also can serve as an investment real estate. An investment property is measured initially at cost. If it is probable that the benefit related to subsequent expenditures incurred for an investment property will flow into the Company and that the cost can be measured reliably, the expenditure is included in the cost of investment property. Other subsequent expenditures are charged to profit or loss in the period in which they are incurred. The Company adopts cost method for subsequent measurement to investment property. Depreciation or amortization policy for investment properties are the same as the one for plants and buildings or land use rights. Please refer to Note IV. 20 “Impairment of Long-term assets” for details of impairment test and impairment provision recognition for investment property. If the usage of a property changed from self-use to investment or vice versa, the carrying amount before change shall be used as initial recognition amount after the change. When the usage of the property changed from investment property to self-use property, the property is transferred from investment property to fixed asset or intangible asset on the changing date. If the usage of the property changes from self-use to earn rental or capital appreciation, the property is switched to investment property from fixed asset or intangible asset. If it switched to investment property that measured using cost method, it is recognized using the carrying amount before the switch. If it switched to investment property that measured using fair value method, it is recognized using the fair value on the switching date. The investment property is derecognized when it is disposed or ceased usage permanently and it is estimated 71 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text that no benefit can be obtained from the disposal. Disposal income arising from selling, transfer, disposing and damaging the investment property, less its carrying amount and taxes related to the disposal, is recognized in profit or loss. 15. Fixed asset (1) Recognition principles Fixed assets refer to tangible assets that are held for the purpose of goods production, providing services, lease, or for administrative purposes with useful life of more than one accounting year. Fixed asset is recognized only when the economic benefit associated with the fixed asset is probable to flow into the Company and the cost can be measured reliably. Fixed asset is recognized initially at cost by considering estimated disposal expenses. (2) Depreciation method The fixed asset is depreciated on straight-line basis over its estimated useful life from the next month after it reached estimated useful condition. The useful lives, estimated residual ratios and annual depreciation rates for each category of fixed assets are as follows: Estimated net Estimated useful lives Annual depreciation Categories Method of depreciation residual value (year) rates (%) ratios (%) Plants and buildings straight-line 20-35 5.00 2.70-4.80 Machinery equipment straight-line 10 5.00-10.00 9.00-9.50 Electronics devices straight-line 5 5.00 19.00 Transportation vehicles straight-line 5 5.00 19.00 Other equipments straight-line 5 5.00 19.00 Estimated net residual value of a fixed asset is the estimated amount that the Group would currently obtain from disposal of the asset, after deducting the estimated costs of disposal, if the asset’s useful life is passed and in the condition expected at the end of its useful life. (3) Impairment test and impairment provision recognition for fixed asset For impairment test and impairment provision recognition for fixed asset, please refer to Note IV. 20 “Impairment of Long-term asset”. (4) Recognition basis and pricing method of financing leased fixed assets A financing lease is a lease that transfers all the risks and rewards incidental to the ownership of the asset in substance and the ownership may or may not eventually be transferred. The depreciation accrued method of the fixed assets rented out under financing leases using a same policy as its own fixed assets. If it is reasonably certain that the ownership of the leased asset can be acquired when the lease term expires, depreciation is 72 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text accrued over the useful life of the leased asset. If it cannot reasonably determine that the ownership of the leased asset can be acquired when the lease term expires, the depreciation will be accrued in the shorter of lease term and the useful life of leased asset. (5) Others Subsequent expenditure in relation to fixed asset is recognized in the cost of the fixed asset and derecognizing the carrying amount of the part replaced if it is probable that the economic benefit related to the fixed asset will flow in the entity and the cost can be measured reliably. Subsequent expenditures other than this are charged to current profit or loss. When a fixed asset is sold, transferred, retired or damaged, the disposal proceed net of the carrying amount and related taxes is charged in profit or loss for the current period. The Company conduct reviews to the useful life, estimated net residual rate and depreciation method at least at each end of the accounting year. Any changes will be treated as changes in accounting estimates. 16. Construction in progress Construction in progress is measured at actual project expenditure which includes construction expenditures, capitalized borrowing costs before the project reaches estimated useful condition and other related expenses. Construction in progress is transferred to fixed asset when the asset reaches its estimated useful condition. For impairment test and impairment provision recognition for construction in progress, please refer to Note IV. 20 “Impairment of Long-term asset”. 17. Borrowing cost Borrowing cost includes loan interest, associated expenses incurred in connection with the arrangement of borrowings and exchange difference arising from foreign currency loans. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset can be capitalized starting from the time the necessary acquisition or production for bringing the asset to its estimated useful or sellable condition started, and given that the capital expenditure and borrowing cost have been incurred. The capitalization stops when the asset reaches its estimated useful or sellable conditions. Other borrowing costs are charged to profit or loss at the time they are incurred. The interest expenses actually incurred current-period special borrowing less unused borrowing funds in bank interest earned or investment income on the temporary investment of those funds, the above mentioned amount shall be capitalized. The weighted average asset disbursement of general borrowing multiplies the capitalization rate to determine the amount of capitalization based on the accumulative asset disbursements of special loans. The capitalization rate is the weighted average interest rate of the general borrowing. During the capitalization period, exchange differences on foreign currency borrowings are all capitalized; Exchange differences on foreign currency borrowings are generally included into current profit or loss. 73 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text The assets which have qualified condition of capitalization is the assets necessarily take a substantial period of time after the acquisition, construction or production activities in order to achieve their intended use or sale of fixed assets, investment property, inventories and other assets. If the process of acquiring, constructing or producing of the assets that are capable for capitalization is interrupted abnormally and the interruption lasts more than three months, the capitalization of borrowing costs shall be suspended until the acquisition, construction or production resumes. 18. Intangible assets (1) Intangible assets An Intangible asset is the identifiable non-monetary asset without physical substances that is owned or controlled by the Company. An intangible asset is initially measured at its cost. Expenditures related to the intangible asset are included in its cost if it is probable that the related economic benefit will flow into the Company and the cost can be measured reliably. Other expenditures apart from this will be charged to profit or loss in corresponding period at the time it incurred. Land use right is generally accounted for as intangible asset. When the plants or buildings are constructed by the Group, expenditures on the land use right and on the buildings shall be recognized as the intangible asset and the fixed asset respectively. When the plants or buildings are purchased, the consideration paid shall be allocated between the land use right and the buildings. If it can be allocated reasonably, recognize entirely as fixed assets. An intangible asset with a finite useful life shall be amortized by using the straight-line method over its estimated useful life when it is available for use. The depreciable amount of an intangible asset is its cost less estimated residual value and impairment provision. An intangible asset with an indefinite useful life is not amortized. Method of amortization for intangible asset with finite useful life is as follows: Category Useful life (year) Method of amortization Land use right 50 straight-line Software 5 straight-line Brand use right 5-10 straight-line For an intangible asset with a finite useful life, its useful life and amortize method are reviewed at the end of each accounting period. Any changes will be treated under changes in accounting estimates. Besides, the useful life of the intangible assets with indefinite useful life will be reviewed at the end of each accounting period. If there is evidence indicating that it is foreseeable that the period during which the economic benefit associated with the asset would flow into the entity, its useful life will be estimated and the asset will be amortized in accordance to the amortization policies applicable for an intangible asset with finite useful life. (2) Research and development expenditure 74 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text The Company’s expenditure on internal research and development projects are classified into expenditure on the research phase and expenditure on the development phase. Expenditure on the research phase is recognized in profit or loss in the period in which it is incurred. Expenditure on the development phase is capitalized and recognized as intangible asset only when all of the following conditions are satisfied. Expenditures on the development phase, failing to meet the below conditions, are recognized in profit or loss in the period it is incurred: ①The technical feasibility of completing the intangible asset so that it will be available for use or sale; ②The intention to complete the intangible asset and use or sell it; ③The intangible asset will generate economic benefits. Among other things, the Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; ④The availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; and ⑤The expenditure attributable to the intangible asset during its development phase can be measured reliably. Expenditures which cannot be divided into expenditures on research phase and expenditures on development phase are charged entirely in current profit or loss. (3) Impairment test and impairment provision recognition for intangible assets For impairment test and impairment provision recognition for intangible asset, please refer to Note IV. 20 “Impairment of Long-term asset”. 19. Long-term deferred expenses Long-term deferred expenses refer to expenditures which are incurred but shall be expensed over the beneficiary period of more than one year. The Company’s long-term deferred expenses mainly include counter fabrication and decoration expenses. Long-term deferred expenses shall be amortized on straight-line basis over its beneficiary period. 20. Impairment of Long-term assets The Company assesses, on balance sheet date, whether there are indicators for impairment to fixed assets, construction in process, intangible assets with finite useful life, investment property measured at cost, and long-term equity investment to subsidiaries, joint ventured companies and associated companies. If there are any indictors of impairment, recoverable amount is estimated and impairment test is conducted. Impairment tests are conducted each year to goodwill, intangible assets that with indefinite useful life and intangible assets that have not reached its useful condition despite whether there is indicators of impairment. If the recoverable amount of an asset is less than its carrying amount in the impairment test, provision for impairment shall be made for the difference and recognized as an impairment loss. The recoverable amount of an 75 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text asset is the higher of its fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. The fair value of an asset is determined according to the price in a sale agreement in an arm’s length transaction. If there is no sale agreement but an active market for the asset, the fair value shall be determined according to the current bid price. If there is no sale agreement or active market for the asset, the fair value shall be based on the best information available. Costs of disposal include legal costs related to the disposal of the asset, related taxes, cost of removing the asset and direct cost to bring the asset into its condition of sale. The present value of expected future cash flows of an asset shall be determined by estimating the future cash flows to be derived from continuing use of the asset and from its ultimate disposal and applying the appropriate discount rate to those future cash flows. Provision for impairment shall be made and recognized on an individual basis. If it is not possible to estimate the recoverable amount of the individual asset, the Company shall determine the recoverable amount of the asset group to which the asset belongs. An asset group is the minimum group of assets which can generate cash flows independently. When conducting impairment test on goodwill, which is presented separately in balance sheet, the carrying amount of goodwill will be allocated to asset group or combination of asset group which are expected to enjoy benefit from the synergy effect in a business combination. If the test results indicate that the recoverable amount of the asset group or combination of asset group, which consist goodwill allocated, is lower than its carrying amount, impairment loss is recognized accordingly. The impairment loss reduces the carrying amount of goodwill that allocated to the asset group or combination of asset group. If the goodwill is insufficient to deduct, then offsetting other assets within the asset group or combination of asset group proportionately based on the weight of the carrying amount of assets other than goodwill in the asset group or combination of group. Once an impairment loss is recognized, it shall not be reversed in subsequent periods. 21. Employee benefit Employee benefit include short-term employee benefit, post-employment benefits and termination benefits. Short-term benefit mainly includes employee salary, bonus, allowance, employee welfare, maternity insurance, work injury insurance, housing fund, labor union fee, employee education fund and non-monetary welfare etc… The Company recognize short-term benefit as liabilities through profit or loss or related cost of assets for the financial year in which the employees render the related services. Non-monetary welfare is measured at fair value. Post-employment benefit mainly include basic endowment insurance, unemployment insurance and annuity etc… Post-employment benefit plan includes defined contribution plans. Defined contribution plans are post-employment benefit plans under which an entity pays fixed contributions into an escrow fund and the amount shall be charged to cost of related asset or current period profit or loss. When the Company terminates the employment relationship with employees before the employment contracts expire or provides compensation as an offer to encourage employees to accept voluntary redundancy, a provision 76 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text shall be recognized at the date earlier of the Company cannot unilaterally withdraw from the termination plan or the redundancy offer and the Company determined the reconstruction cost related with the payment of termination benefit. Termination benefit shall be recognized as employee benefit payable and charged to the profit or loss for the current accounting period. If the termination benefit cannot be paid within 12 month after the balance sheet date, it shall be treated as long-term employee benefit. The earlier retirement plan shall be accounted for in accordance with the accounting principles for compensation for termination of employment. The salaries or wages and the social contributions to be paid for the employees who retire before schedule from the date on which the employees stop rendering services to the Company to the scheduled retirement date, shall be recognized (as compensation for termination of employment) in the current profit or loss if the recognition principles for provisions are satisfied. If other long-term employee welfare provided by the Company meets the criteria of defined contribution plan, it shall be accounted for according to defined contribution plan, otherwise, defined benefit plan accounting treatment is applicable. 22. Provision A provision is recognized when obligation related to contingencies satisfies following condition: (1) the obligation is a present obligation of the Company; (2) it is probable that an outflow of economic benefits will be required to settle the obligation; and (3) and the amount of the obligation can be measured reliably. At the balance sheet date, a provision shall be initially measured at the best estimate of the expenditure required to settle the related present obligation, taking the risks, uncertainties and time value of money that related to the contingencies into consideration. When all or part of the expenditure that needed for settling a provision is expected to be reimbursed by a third party, the reimbursement shall be recognized as an asset separately only when it is virtually certain that reimbursement will be received. The amount recognized for the reimbursement shall not exceed the carrying amount of the estimated liability. (1) Onerous contract An onerous contract is a contract in which the aggregate cost required to fulfil the agreement is higher than the economic benefit to be obtained from it. If the contract to be executed becomes an onerous contract, and the obligation arising from the onerous contract meets the conditions for the recognition of the above-mentioned provision, the portion of the contract's estimated loss that exceeds the recognized impairment loss (if any) of the contracted asset is recognized as a provision. (2) Restructuring obligations For detailed and formal restructuring plans that have been publicly announced, if it meets the recognition conditions of a liability mentioned above, a provision is determined based on the direct expenses related to the 77 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text restructuring. 23. Share-based payment (1) Accounting treatment of share-based payment A share-based payment is a transaction that grants an equity instrument or assumes a liability determined on the basis of an equity instrument in order to obtain services from employees or other parties. Share-based payments are divided into equity-settled share-based payments and cash-settled share-based payments. 1 Equity-settled share-based payments The equity-settled share-based payment in exchange for the services provided by the employee is measured at the fair value of the equity instruments granted to employees at the grant date. If the option can only be exercised after completing the service within the vesting period or meeting the required performance conditions, the amount of the fair value shall be charged to cost or expenses based on straight-line method during the vesting period using the best estimate of the amount of exercisable equity instrument. If the right can be exercised immediately after the grant, the relevant costs or expenses are included in the grant date, and the capital reserve are increased accordingly. On each balance sheet date during the waiting period, the Company makes the best estimate based on the latest information on the changes in the number of employees with vesting rights, and corrects the number of equity instruments that are expected to be exercised. The impact of the above estimates is recognized in the current related costs or expenses, and the capital reserve is adjusted accordingly. Equity-settled share-based payments in exchange for other parties' services, if the fair value of other parties' services can be reliably measured, is measured at the fair value of other services on the date of acquisition. If the fair value cannot be measured reliably, it is measured at the fair value of the equity instrument on the acquisition date, and is included in the relevant cost or expense, which increases the shareholders' equity accordingly. ②Cash-settled share-based payments The cash-settled share-based payment is measured at the fair value of the liabilities determined by the Company based on shares or other equity instruments. If the right can be exercise immediately after the grant, the relevant costs or expenses are included in the grant date, and the liabilities are increased accordingly. If the option can only be exercised after completing the service within the vesting period or meeting the required performance conditions, the service obtained by the Company in current period shall be charged to profit or loss based on fair value of the liabilities undertake by the Company, calculated on the basis of the best estimation of the exercisable option on each balance sheet date of the vesting period. The liabilities shall be increased accordingly. The fair value of the liability is re-measured at each balance sheet date and settlement date before the settlement of related liabilities, the changes are included in the current profit and loss. 78 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (2) Modifying and terminating the relevant accounting treatment of the share-based payment plan When the Company changes the share-based payment plan, if the modification increases the fair value of the granted equity instruments, the increase in the fair value of the equity instruments is recognized accordingly. The increase in the fair value of equity instruments refers to the difference between the fair value, measured on the modification date, of the equity instruments before and after the modification. If the modification reduces the total fair value of the share-based payment or adopts other methods that are not in favor of employees, the accounting treatment of it will not be changed, as if the modification never happened unless the Company cancelled part or all of the granted equity instruments. During the vesting period, if the granted equity instrument is cancelled, the Company shall treat the cancelled equity instrument as accelerated exercise, and shall immediately charge the amount that should be recognized in the remaining vesting period into the current profit and loss and adjusting the capital reserves at the same time. If the employee or other party can choose to meet the non-vesting conditions but fails during the vesting period, the Company will treat it as a cancellation of the equity instrument. (3) Accounting treatment involving share-based payment transactions between the Company and its shareholders or actual controllers of the Company In respect of the share-based payment transaction between the Company and its shareholders or actual controllers of the Company, if one of the settlement company and the service recipient is in the Company, and the other is outside the Company, the accounting treatment is carried out in the consolidated financial statements of the Company according to the following rules: 1 If the settlement company settles with its own equity instrument, the share-based payment transaction shall be treated as equity-settled share-based payment; otherwise, it shall be treated as a cash-settled share-based payment. If the settlement company is the investor of the service recipient, it shall recognized as the long-term equity investment to the service recipient according to the fair value of the equity instrument at the grant date or the fair value of the liability to be undertaken. The capital reserve (other capital reserve) or liabilities shall be recognized at the same time. 2 If the service recipient does not have a settlement obligation or the equity instruments granted to its employees are its own equity instruments, the share-based payment transaction shall be treated as equity-settled share-based payment. If the enterprise that accepts service has the settlement obligation and the equity instrument granted to employees are not its own equity instrument, the share payment transaction shall be treated as a cash-settled share-based payment. For share-based payment transactions occurred between companies within the Company, if the service recipient and the settlement company are not the same entity, the recognition and subsequent measurement of the share-based payment transaction in their individual financial statements shall be treated in accordance with 79 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text principles above. 24. Revenue (1) General principal ①Revenue from sale of goods Revenue from the sale of goods shall be recognized only when all of the following conditions are satisfied: (a) significant risk and rewards of ownership of the goods have been transferred to the buyer; (b) the seller retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; (c)the amount of revenue can be measured reliably; (d) it is probable that the associated economic benefits will flow to the seller, and (e) the associated costs incurred or to be incurred can be measured reliably. ②Revenue from rendering of service When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction are recognized using the percentage of completion method on balance sheet date. The percentage of completion is calculated based on the proportion of services performed to date to the total volume of services to be performed. The outcome of a transaction involving the rendering of services can be estimated reliably when all of the following conditions are satisfied: (a) the amount of revenue can be measured reliably; (b) it is probable that the associated economic benefits will flow to the entity: (c) the percentage of completion can be measured reliably; and (d) the costs incurred and to be incurred for the transaction can be measured reliably. When the outcome of a transaction involving the rendering of services cannot be estimated reliably, revenue shall be recognized to the extent of costs incurred and expected to be recovered. Costs of service provided are charged to the current profit or loss as service costs. If the costs incurred are not expected to be recoverable, no revenue is recognized. ③Revenue from rendering usage rights The revenue is recognized on accrual basis and based on related contracts or agreements. ④Interest income The interest income shall be calculated based on the tenure of the Company’s monetary funds used by others and the actual interest rates used. (2) Detailed method of revenue recognition The watches sold by the Company includes two types, one is the self-manufactured FIYTA watch, the sales of which is managed by branch offices and provincial-level sale sections by regions set up by Sales Company, a subsidiary of the Company. The other is brand watches, the sales of which are controlled by Shenzhen HARMONY World Watch Center Co., Ltd., a subsidiary of the Company, and the Company act as agent Regarding to sales modes, a portion of the sales of self-manufactured FIYTA watches is sold through direct sales 80 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text to customer and consignment sales while most of the self-manufactured FIYTA watches and brand watches are sold under two sales modes, namely exclusive shop and shop-in-shop. Detailed method of revenue recognition as follows: 1 Direct sales to the customer Under direct sales to the customer mode, the Company delivers products to customers and recognizes sales income after customer inspection and acceptance. 2 Exclusive shop Under exclusive shop mode, the Company delivers products to customers and recognizes sales income after customer inspection, acceptance and pay. ③Shop-in-shop Under shop-in-shop mode, the Company delivers products to customers, sales staff issues notes to retail customers and recognizes sales revenue after customer inspection and acceptance and the department store collects the payment from the customer. ④Consignment sales Under consignment sales mode, the Company receives the detail of the sales list from distributors and recognizes revenue while issuing invoice to distributors. 25. Government grants Government grants are monetary assets or non-monetary assets obtained by the Company from the government free of charge. It does not include capital contributions from the government as an owner. Government grants are classified into government grants related to assets and government grants related to income. The Company defines the government grants obtained for the acquisition or other formation of long-term assets as the government grants related to the assets; the remaining government grants are defined as the government grants related to income. If the government documents do not clearly define the object of subsidy, the subsidy shall be divided into the government grant related to income and the government grant related to assets in the following ways: (1) If the government document specifies the specific project for which the subsidy is targeted, the budget of the project will be divided into the relative proportion of the expenditure amount of the assets and the expenses included in the expenses, and the division ratio shall be reviewed on each balance sheet date and changed when necessary; (2) If the government documents use only for general statement, and not specify a specific project, it will be as income-related government grants. If a government grant is in form of monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of non-monetary asset, is measured at fair value. If the fair value cannot be measured reliably, it is measured at a nominal amount and recognize directly in the current profit or loss. The Company usually confirms and measures government grants according to the actual amount received. 81 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text However, when there is conclusive evidence that can meet the financial support policies and regulations related to the conditions expected to be able to receive financial support funds for the end of the year, it will measure according to the actual amount received. The government grants measured according to the receivable amount shall meet the following conditions at the same time: (1) The amount of the grants receivable has been authorized by the government department to issue the documents or can be reasonably measured according to the relevant provisions of the formally promulgated financial capital management measures; (2) It is based on the financial support items formally promulgated by the local finance department and proactively disclosed in accordance with the provisions of the "Regulations Governing the Disclosure of Government Information" and the fiscal fund management measures, and the management measures should be generalized (any eligible enterprises can apply), rather than specifically for a specific company; (3) the relevant grant approval has been clearly committed to the deadline for disbursement, and the disbursement of funds has corresponding budget as a guarantee, so that it can reasonably ensure that it can be received within the prescribed time limit; (4) Other relevant conditions (if any) that should be satisfied according to the Company and the specific circumstances of the grants. A government grant related to asset is recognized as deferred income, and evenly amortized and charged to profit or loss over its useful life. If a government grant related to income is used to compensate related expenses and losses in subsequent periods, it is recognized as deferred income and charged to current profit or loss when recognize the relevant cost and expense or loss. If it is used to compensate related expenses and losses that are already incurred, it is charged to current profit or loss directly. Government grants including assets-related parts and income-related parts at the same time should be treated separately. If it is difficult to distinguish them, they will be classified as income-related government grants completely. The government grants related to the daily activities of the Company are included in other gain or offset the related costs according to the essence of the economic business. The government grants that are not related to the daily activities are included in the non-operating income and expenses. If a government grant already recognized needs to be repaid, the carrying amount of related deferred income, if any, is to be reduced. Any excess are charged to current profit or loss. If there is no deferred income, the repayment is charged to current profit or loss directly. 26. Deferred tax asset / deferred tax liability (1) Current period corporate income tax At the balance sheet date, current income tax liabilities (or assets) for the current period and prior periods shall be measured at the amount expected to be paid (refunded) according to the requirement of taxation laws. The taxable income used to calculate current period income tax expenses is calculated by making corresponding adjustments to current period profit before tax in accordance with relevant taxation regulations. (2) Deferred tax asset and deferred tax liability 82 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Temporary differences can be recognized as deferred tax asset and deferred tax liability using balance sheet liability method. Temporary differences arise from: the difference between the carrying amount and tax base of certain assets and liabilities; the difference between the carrying amount and the tax base of an item which are not recognized as assets and liabilities but its tax base can be determined according to relevant taxation laws. A deferred tax liability shall not be recognized for the taxable temporary differences arising from the following events: (a) the initial recognition of goodwill; (b) the initial recognition of an asset or liability in a transaction which contains both of the following characteristics: (i) the transaction is not a business combination; (ii) at the time of the transaction, it affects neither accounting profit nor taxable profit (or deductible loss). For taxable temporary differences associated with investment in subsidiaries, associates and interests in jointly controlled enterprises, a deferred tax liability shall not be recognized if both of the following conditions are satisfied: (a) the Company is able to control the timing of the reversal of the temporary differences; and (b) it is probable that the temporary difference will not reverse in the foreseeable future. Except for exceptions mentioned above, the Company recognizes all other taxable temporary difference as deferred tax liability. A deferred tax asset shall not be recognized for the deductible temporary differences associated with the initial recognition of an asset or liability in a transaction which contains both of the following characteristics: (a) the transaction is not a business combination; (b) at the time of the transaction, it affects neither accounting profit nor taxable profit (or deductible loss). For deductible temporary differences associated with investment in subsidiaries, associates and interests in jointly controlled enterprises, a deferred tax asset shall not be recognized if one of the following conditions is satisfied: (a) it is probable that the temporary difference will not reverse in the foreseeable future; and (b) taxable profits will not be available in the future, against which the temporary difference can be utilized. Except for exceptions mentioned above, the Company recognizes deductible temporary difference as deferred tax asset to the extent of the future taxable profit which is probably achieved by the Company. A deferred tax asset shall be recognized for the carry forward of unused deductible losses and tax credits to the extent that it is probable that future taxable profit will be available against which the deductible losses and tax credits can be utilized. At the balance sheet date, deferred tax assets and deferred tax liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, according to the requirement of tax laws. At the balance sheet date, the carrying amount of a deferred tax asset shall be reviewed. The Company shall reduce the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available in future periods to allow the benefit of the deferred tax asset to be utilized. Any such reduction in amount shall be reversed to the extent that it becomes probable that sufficient taxable profit will be available. (3) Corporate income tax 83 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text The corporate income tax includes current period income tax and deferred income tax. The current income tax and deferred income tax shall be recognized in the current profit or loss except for: (a) the income tax arising from events or transactions which are recognized in the comprehensive income or owners’ equity are recognized in the comprehensive income or owners’ equity accordingly; and (b) the income tax arising from business combinations which are adjusted to the carrying amount of goodwill. (4) Offsetting of income tax When legal right to netting settlement is owned, net settlement or intent to acquire the assets and settle the liabilities happen simultaneously, the Group had net current tax assets against current tax liabilities are netting presentation after offset. When the legal right to offset current tax assets against current tax liabilities is owned and the deferred tax assets and deferred tax liabilities relate to the same taxation authority on the same taxable income levied by or related to different taxable entities, but within the reverse period of significant amounts of deferred tax assets and liabilities in each future period, and the tax payer's intention to offset current tax assets and liabilities or both to obtain assets or repay debts, the deferred income tax and deferred tax assets and liabilities of the Group to netting presentation after offset. 27. Leasing A finance lease is a lease that transfers substantially all the risks and rewards associated with the ownership of an asset. Title of the asset may or may not eventually be transferred. An operating lease is a lease other than a finance lease. (1) Accounting treatment for the Company as lessee under operating leases Lease payments under an operating lease are recognized as cost of relevant assets or charged to profit or loss for the current period on straight-line basis over the lease term. Initial direct costs incurred are charged to profit or loss for the current period directly. Contingent rentals are charged to profit or loss in the period in which they are actually incurred. (2) Accounting treatment for the Company as lessor under operating leases Lease receipts under an operating lease are recognized by the in the current profit or loss on a straight-line basis over the lease term. Significant initial direct costs are capitalized when they are incurred, and are recognized in profit or loss over the lease term on the basis on which the lease income is recognized. Insignificant initial direct costs shall be charged to the current profit or loss directly. Contingent rentals are charged to profit or loss in the period in which they are actually incurred. (3) Accounting treatment for the Company as lessee under finance leases On the lease beginning date, the Company shall record the lower one of the fair value of the leased asset and the 84 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text present value of the minimum lease payments on the lease beginning date as the entering value in an account, recognize the amount of the minimum lease payments as the entering value in an account of long-term account payable, and treat the balance between the recorded amount of the leased asset and the long-term account payable as unrecognized financing charges. Besides, the initial direct costs directly attributable to the leased item incurred during the process of lease negotiating and signing the leasing agreement shall be recorded in the asset value of the current period. The balance through deducting unrecognized financing charges from the minimum lease payments shall be respectively stated in long-term liabilities and long-term liabilities due within 1 year. Unrecognized financing charges shall be adopted by the effective interest rate method in the lease term, so as to calculate and recognize current financing charges. The contingent rents shall be recorded into the profits and losses of the current period in which they actually arise. (4) Accounting treatment for the Company as lessor under finance leases On the beginning date of the lease term, the Company shall recognize the sum of the minimum lease receipts on the lease beginning date and the initial direct costs as the entering value in an account of the financing lease values receivable, and record the unguaranteed residual value at the same time. The balance between the sum of the minimum lease receipts, the initial direct costs and the unguaranteed residual value and the sum of their present values shall be recognized as unrealized financing income. The balance through deducting unrealized financing incomes from the finance lease accounts receivable shall be respectively stated in long-term claims and long-term claims due within 1 year. Unrecognized financing incomes shall be adopted by the effective interest rate method in the lease term, so as to calculate and recognize current financing revenues. The contingent rents shall be recorded into the profits and losses of the current period in which they actually arise. 28. Other main accounting policies and estimates Discontinued operation Discontinued operation refer to the components that can be separated and disposed of or classified as held for sale separately by one of the following conditions: ①The component represents an independent main business or a separate main operation area; ② This component is part of a related plan to be disposed of by an independent major business or a separate major operating area; ③ This component is a subsidiary acquired exclusively for resale. Refer to Note IV.12 "Description of Assets Held-for-Sale and Disposal Group" for details of accounting treatment of discontinued operations. 29. Changes in main accounting policies and estimates (1) Change of accounting policies There was no changes of accounting policies of the Company in the reporting period. (2) Changes of accounting estimates 85 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text There was no changes of accounting estimate of the Company in the reporting period. 30. Significant accounting judgment and estimates When adopting the accounting policies, the Company needs to make judgments, estimates and assumptions for the carrying amount of items which are presented in financial statements and cannot be measured accurately due to internal uncertainties of business. The judgments, estimates and assumptions that are made according to historical experience of the management and with consideration of other relevant factors will have effects on the reported amounts of revenue, expenses, assets as well as liabilities and the disclosure of contingent liabilities at the balance sheet date. The uncertainties of these estimates will probably result in significant adjustments on the carrying amounts of assets or liabilities which will be affected by those judgments, estimates and assumptions in future accounting periods. The judgments, estimates and assumptions are reviewed by the Company periodically on going concern basis. If the changes in accounting estimates affect current period only, the amounts affected are recognized in current period. If the change affects both current and future periods, the amounts affected are recognized in the current accounting period as well as subsequent accounting periods. At the balance sheet date, significant areas that require the Company to make judgments, estimates and assumptions to the amounts of financial statements items are as follows: (1) The classification of lease According to the “CAS No. 21– Leasing”, the Company classifies leases as operating leases and finance leases. When categorizing, management needs to make analysis and judgment on whether all the risks and rewards associated with the ownership of the leased asset be transferred substantially to lessee, or whether the Company took all the risks and rewards associated with the ownership of the leased assets substantially. (2) Bad debt provision recognition The allowance method is adopted by the Company to account for losses on bad debts in accordance with the accounting policies for receivables. Impairment of accounts receivable is made based on estimation of its recoverability, which requires the management to make judgments and estimates. The difference between the actual outcome and the estimates will have effects on the carrying amounts of accounts receivable and on provision or reversal of the provision for bad debts of the accounting period in which the estimates will be changed. (3) Provision for impairment of inventories According to the accounting policies of inventories, it is measured at lower of cost and the net realizable value (NRV). For inventory cost that is higher than its NRV and obsolete and slow moving inventory, impairment provision shall be accrued. Evaluating the impairment of inventories needed the management level gain the valid evidence and take full consideration of the purpose of inventories, influence of events after balance sheet date and other factors, and then made relevant judgments and estimates. The actual amount and the difference of 86 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text previous estimate would affect the book value of inventories and the accrual and reversal of provision. (4) The impairment of available-for-sale financial assets Whether an available-for-sale financial asset is impaired relies largely on the judgment and assumption of the management, so as to decide whether recognized the impairment losses in the income statement. During the process of making the judgment and assumption, the Company needed to appraise the balance of the cost of the investment exceeding its fair value and the continuous period, the financial status and business forecast in a short period, including the industrial situation, technical reform, credit level, default rate and risk of counterparty. (5) Impairment provision for long-term asset At the balance sheet date, the Company judges whether there are indicators of impairment for non-current assets other than financial assets. For an intangible asset with an indefinite useful life except for annually impairment test, an impairment test will be conducted if there are any indicators of impairment occur. For non-current assets other than financial assets, an impairment test shall be made if there are evidences indicating the carrying amounts cannot be recovered in full amount. An asset or asset group is impaired when its carrying amount is higher than its recoverable amount i.e. the higher of its fair value less the disposal expenses and the present value of the estimated future cash flows. The net amount of fair value less the disposal expenses are determined with reference to the quoted price of similar assets in a sales agreement in an arm’s length transaction or an observable market price less incremental costs directly attributable to disposal of the asset. When estimating the present value of future cash flows, significant judgments are involved to the production output, selling price, relevant business costs of the asset (or asset group) and the discount rate adopted in calculating the present value. In estimating the recoverable amount, the Company will adopt all information available, such as forecasts for the production output, the selling price and relevant business costs, which are made according to reasonable and supportive assumptions. The Company conducts impairment test to goodwill at least once a year. This requires estimating the present value of future cash flows of asset group or combination of asset group to which goodwill has been allocated. In estimating the present value of future cash flows, the Company needs estimate future cash flows generated from the asset group or the combination of asset groups and choose appropriate discount rates. (6) Depreciation and amortization Taking the residual value into consideration, an investment property, fixed asset and intangible asset are depreciated or amortized on a straight-line basis over its useful life. The Company reviews the useful life periodically to determine the amount of depreciation or amortization which shall be recognized in each accounting period. The useful life is determined according to historical experience of similar assets and technological renovation estimated. The amount of depreciation or amortization shall be adjusted in future accounting periods if 87 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text there are material changes in estimates made before. (7) Deferred income tax asset A deferred tax asset shall be recognized for the unused deductible losses to the extent that it is probable that future taxable profit will be available against which the deductible losses can be utilized. Taking the taxation planning into consideration, the management of the Company is required to make significant amount of judgments to estimate the time and the amount of future taxable profit in order to determine the amount of deferred income tax assets to be recognized. (8) Corporate income tax For some transactions in the Company’s ordinary course of business, uncertainties exist in their tax treatment and calculation. An approval from the tax authority is needed to determine whether an item is deductible before tax. If the final confirmation from the tax authority differs with the original estimation, the difference will have effects on the current income tax and deferred income tax of the period in which the final confirmation is made by the tax authority. (9) Provision The Company estimates and accrues related provision on its after-sale quality warranty commitment to customers with respect to the goods sold, estimated onerous contract and penalty for delay in delivery based on contract terms, current knowledge and historical experience. In case that the contingent event becomes a current obligation and performance of the current obligation may be very likely to cause economic benefit flow out of the Company, the Company recognizes provision based on the best estimates for fulfilling the related current obligation. Recognition and measurement of contingent liability is largely depend on the management’s judgment. In the course of making judgement, the Company need to evaluate factors of risk, uncertainty and time value of money related to the contingent event. The Company will make provision for after sale quality commitment for product sold, maintenance and re-fabrication of product sold. When accruing the provision, it needs to consider the recent maintenance data which may not be likely to reflect the future maintenance situations. Any increase or reduction of the provision may possibly affect the profit or loss in future years. V. Taxation 1. Main taxes and tax rates Tax Tax rate Output tax is calculated at 3%、5%、6%、10%、16% of taxable income and VAT Value-added tax(Note(1)) is paid after offset the output tax with input tax allowed at current period 88 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Tax Tax rate Consumption tax is applicable for imported or manufactured luxury watches with Consumption tax unit price above 10,000 (inclusive). Urban maintenance and construction tax 5%、7% on the turnover tax actually paid 1.2% on the basis of 70% of the original cost of the property and 12% for rental Property tax(Note(2)) income. Corporate income tax See Note (3) for detail. Note (1): Value-added tax Value-added tax rate originally applied to 17%, 11% when the Company have VAT taxable sales or import goods. According to “Notice of the Ministry of Finance and the State Administration of Taxation on Adjusting the Value-Added Tax Rate”(with Cai Shui (2018) No. 32), applicable tax rate adjusted to 16%,10% since May 1st, 2018 Other taxable income arising from the Company is calculated on the basis of the applicable tax rate. Note (2): Property Tax In accordance with Article 5 of “Notice to Publish “Reply to Issues Related to Property Tax and Vehicle and Vessel Usage Tax””, Shen Di Shui Fa (1999) No.374 issued by Shenzhen Local Taxation Bureau, property leased out by manufacturing or business entity are taxed at 1.2% on the bases of 70% of the original cost of the property. Properties of the Company that situated in Shenzhen are taxed according to this notice. Properties situated in other cities are taxed according to local regulations. Note (3): Corporate income tax Name of entity subject to corporate income tax Applicable tax rate The Company(Note ①②⑤) 25.00% Shenzhen HARMONY World Watch Center Co., Ltd.(HARMONY Company)(Note ① 25.00% ⑤) Shenzhen FIYTA Precision Timer Manufacturing Co., Ltd. (Manufacturing Company)(Note 15.00% ②③) FIYTA Hong Kong(Note ④) 16.50% Station 68(Note ④) 16.50% Shenzhen FIYTA Technology Development Co., Ltd (Technology Company)(Note ②③) 15.00% TEMPORAL (Shenzhen) Co., Ltd.(TEMPORAL Company)(Note ⑤) 25.00% 89 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Name of entity subject to corporate income tax Applicable tax rate Harbin Harmony World Watches Distribution Co., Ltd. (Harbin Company)(Note ⑤) 25.00% Emile Choureit Timing (Shenzhen) Ltd. (Emile Choureit Shenzhen Company) (Note ⑤) 25.00% FIYTA Sales Co., Ltd (Sales Company)(Note ①⑤) 25.00% Liaoning Hengdarui Commercial & Trade Co., Ltd (Hengdarui Company)(Note ⑤) 25.00% Swiss Company(Note ⑥) 30.00% Note ① :According to the regulations stated in Guo Shui Fa (2008) No. 28, “Interim Administration Method for Levy of Corporate Income Tax to Enterprise that Operates Cross-regionally”, the head office of the Company and its branch offices, the head office of HARMONY Company and its branch offices, and the head office of Sales Company and its branch offices adopt tax submission method of “unified calculation, managing by classes, pre-paid in its registered place, settlement in total, and adjustment by finance authorities” starting from 1 January 2008. Branch offices mentioned above share 50% of the enterprise income tax and prepay locally; and 50% will be prepaid by the head offices mentioned above. Note ② : According to “Notice of the Ministry of Finance, the State Administration of Taxation and Ministry of Science on Improving the Pre-tax Super Deduction Ratio of Research and Development Expenses” (Cai Shui (2018) No. 99), if the research and development costs, which were incurred for developing new technologies, new products, and new processes by the Company, the Manufacturing Company and the Technology Company, are not capitalized as intangible assets but charged to current profits and losses, the companies can enjoy a 75% super deduction on top of the R&D expenses that allowed to deduct before income tax during the period from January 1, 2018 to December 31, 2020. Note ③:The company enjoyed for “Reduction and Exemption in Corporate Income Tax Rate for High and New Technology Enterprises that Require Key Support from the State”. Note ④ : These companies are registered in Hong Kong and the income tax rate of Hong Kong applicable is 16.50% this year. Note ⑤: According to the People's Republic of China Enterprise Income Tax Law, the income tax rate is 25% for residential enterprises since 1 January 2008. Note ⑥: The comprehensive tax rate of 30% is applicable for Swiss Company as it registered in Switzerland. 2. Preferential treatment and corresponding approval According to clause 2 in Shen Dishui Fa (2003) No. 676 “Notice of Forwarding State Administration of Taxation on Policies Related to Property Tax and Urban Lan Usage Tax”, for newly constructed or purchased property by tax payer, property tax is exempted for 3 years from the next month it is constructed or purchased. The property tax for FIYTA Watch Building owned by the Company located in Shenzhen Guangming New District is exempted for 3 years from the next month when construction is completed. 90 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text VI. Notes to the consolidated financial statements Unless otherwise indicated, the beginning of the year for items (including notes for the Company’s financial statements) list below refers to 1 January 2018 and the end of the year refers to 31 December 2018. Prior year refers to year 2017 and current year refers to year 2018. 1. Cash and bank balances Item 31 Dec 2018 1 Jan 2018 Cash on hand 420,783.85 414,210.14 Bank deposit 160,135,454.62 184,528,160.32 Other monetary funds 4,271,821.50 2,210,520.86 Total 164,828,059.97 187,152,891.32 Incl: deposit outside Mainland China 9,192,653.31 7,880,620.64 Note: Amount of RMB1,575,000.00 (RMB1,575,000.00 as at 31 Dec 2017) in other monetary funds is the security deposit with Bank for issuing of unconditional and irrevocable letter of guarantee; amount of RMB630,000.00 was judicial freeze due to the legal proceedings. 2. Note and accounts receivables Item 31 Dec 2018 1 Jan 2018 Notes receivables 7,051,846.85 9,693,883.68 Accounts receivables 370,545,656.61 326,254,624.94 Total 377,597,503.46 335,948,508.62 (1) Notes receivable ①Notes receivable classification Item 31 Dec 2018 1 Jan 2018 Banker's acceptance bill - 2,398,579.72 Commercial acceptance bill 7,051,846.85 7,295,303.96 Total 7,051,846.85 9,693,883.68 ②There is no pledge of notes at the end of the period. ③Endorsed notes that is not yet due at the end of the period. Item Amount derecognized at year end Amount not derecognized at year end Banker's acceptance bill 1,294,584.13 - 91 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text ④There is no notes receivable transferred to receivables due to issuer’s default at the end of the period. (2) Accounts receivable ① Accounts receivables presented by types 31 Dec 2018 Book balance Bad debt provision Types Percentage Carrying amount Amount Amount Percentage(%) (%) Receivables that are individually significant in amount and provided for bad debt 1,702,371.94 0.44 1,702,371.94 100.00 - separately Receivables provided for bad debt by 381,434,944.02 99.53 10,889,287.41 2.85 370,545,656.61 portfolio Incl. Aging portfolio 189,655,491.08 49.49 10,889,287.41 5.74 178,766,203.67 Portfolio of specific accounts 191,779,452.94 50.04 - - 191,779,452.94 Receivables that are individually insignificant in amount but provided for bad debt 97,147.84 0.03 97,147.84 100.00 - separately Total 383,234,463.80 100.00 12,688,807.19 3.31 370,545,656.61 (Continued) 1 Jan 2018 Book balance Bad debt provision Types Percentage Book Value Amount Amount Percentage (%) (%) Receivables that are individually significant in 6,985,493.80 2.04 6,985,493.80 100.00 - amount and provided for bad debt separately Receivables provided for bad debt by 334,903,968.85 97.93 8,649,343.91 2.58 326,254,624.94 portfolio Incl. Aging portfolio 160,056,201.19 46.80 8,649,343.91 5.40 151,406,857.28 Portfolio of specific accounts 174,847,767.66 51.13 - - 174,847,767.66 Receivables that are individually insignificant in amount but provided for bad debt 97,147.84 0.03 97,147.84 100.00 - separately 92 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 1 Jan 2018 Book balance Bad debt provision Types Percentage Book Value Amount Amount Percentage (%) (%) Total 341,986,610.49 100.00 15,731,985.55 4.60 326,254,624.94 A. Year-end balance of receivables that are individually significant in amount and provided for bad debt separately 31 Dec 2018 Accounts receivable Accounts (by company) Bad debt provision Percentage (%) Reason receivable Chances of recovering is Ginwa Xi’an Qujiang Shopping Center 1,702,371.94 1,702,371.94 100.00 remote due to Co., Ltd. management condition B. Amongst portfolio, accounts receivable that are provided for bad debt based on aging analysis 31 Dec 2018 Aging Accounts receivable Bad debt provision Percentage (%) Within 1 year 176,490,750.08 8,818,234.89 5.00 1~2 years 10,632,348.03 1,063,234.80 10.00 2~3 years 1,291,893.89 387,568.17 30.00 over 3 years 1,240,499.08 620,249.55 50.00 Total 189,655,491.08 10,889,287.41 5.74 C. Among the portfolio, accounts receivable that are provided for bad debt using other method 31 Dec 2018 Name of portfolio Account Percentage Accounts receivable Bad debt provision (%) Portfolio of specific accounts 191,779,452.94 - - Note: Based on historical experience, the Company’s receivables including petty cash receivable from employees, accounts receivable from subsidiaries of the Company and sales revenue between the last settlement date of the same department store and the balance sheet date are with high recoverability and low possibility of incurring bad debt, as a result, no bad debt provisions are provided for such receivables. 93 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text ②Status of bad debt accrual, recovery or reversed in current year In 2018, bad debt accrual is RMB4,506,633.93, and the amount of recovery or reversal of bad debt provision is RMB7,549,812.29. Incl. the amount of significant recovery or reversal of bad debt provision this year Name of accounts The amount of recovery or reversal Recovery method Ginwa Xinjiang Time Squire Shopping Center Co., Ltd 2,250,000.00 Bank deposit Ginwa Xi’an Century Shopping Co., Ltd. 5,283,121.86 Bank deposit Total 7,533,121.86 - ③No accounts receivable was written-off during the year ④Top 5 receivable accounts The amount of top 5 receivables based on year-end receivable balance is RMB65,652,234.68, accounts for 17.13% of total receivables as at 31 Dec 2018. Corresponding bad debt provision is RMB602,002.24. 3. Prepayments (1) Prepayments presented by aging 31 Dec 2018 1 Jan 2018 Account aging Amount Percentage (%) Amount Percentage (%) Within 1 year 12,886,273.93 94.29 20,284,829.30 82.25 1~2 years - - 2,034,407.41 8.25 2~3 years 780,542.40 5.71 2,344,077.82 9.50 Over 3 years - - - - Total 13,666,816.33 100.00 24,663,314.53 100.00 (2) Top 5 prepayment accounts The amount of top 5 prepayment accounts based on year-end balance is RMB9,393,700.19, accounts for 68.73% of total prepayments as at 31 Dec 2018. 4. Other receivables Item 31 Dec 2018 1 Jan 2018 Other receivables 45,870,582.26 34,990,539.09 (1) Other receivables ①Other receivables presented by types 94 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 31 Dec 2018 Types Book balance Bad debt provision Carrying amount Amount Percentage (%) Amount Percentage (%) Other receivables that individually significant in amount and provided for 7,093,237.65 12.69 7,093,237.65 100.00 - bad debt separately Other receivables provided for bad debt 48,249,486.72 86.30 2,378,904.46 4.93 45,870,582.26 by portfolio Incl. Aging portfolio 45,771,039.24 81.87 2,378,904.46 5.20 43,392,134.78 Portfolio of specific accounts 2,478,447.48 4.43 - - 2,478,447.48 Other receivables that individually insignificant in amount but provided for 565,400.00 1.01 565,400.00 100.00 - bad debt separately Total 55,908,124.37 100.00 10,037,542.11 17.95 45,870,582.26 (Continued) 1 Jan 2018 Book balance Bad debt provision Types Percentage Carrying amount Amount Amount Percentage (%) (%) Other receivables that individually significant in amount and provided for bad debt 6,847,372.68 15.23 6,847,372.68 100.00 - separately Other receivables provided for bad debt by 38,090,257.88 84.73 3,099,718.79 8.14 34,990,539.09 portfolio Incl. Aging portfolio 33,690,435.20 74.94 3,099,718.79 9.20 30,590,716.41 Portfolio of specific accounts 4,399,822.68 9.79 - - 4,399,822.68 Other receivables that individually insignificant in amount but provided for bad 20,000.00 0.04 20,000.00 100.00 - debt separately Total 44,957,630.56 100.00 9,967,091.47 22.17 34,990,539.09 95 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text A. Year-end balance of other receivables that are individually significant in amount and provided for bad debt separately 31 Dec 2018 Accounts Other receivable Bad debt provision Percentage (%) Reasons The possibility of recovery China Resources (Chong Qing) is remote due to the 800,000.00 800,000.00 100.00 Industrial Co., Ltd. termination of cooperative project. Business faces Beat Blattman Marketing 4,041,632.05 4,041,632.05 100.00 bankruptcy, the possibility of recovery is remote. Business faces Liberty Time Center GmbH 2,251,605.60 2,251,605.60 100.00 bankruptcy, the possibility of recovery is remote. Total 7,093,237.65 7,093,237.65 — — B. Among the portfolio, other receivables that are provided for bad debt based on aging analysis Ageing 31 Dec 2018 Other receivable Bad debt provision Percentage (%) Within 1 year 44,291,589.79 2,214,579.51 5.00 1 to 2 years 1,438,499.45 143,849.95 10.00 2 to 3 years - - - Over 3 years 40,950.00 20,475.00 50.00 Total 45,771,039.24 2,378,904.46 5.20 C. Among the portfolio, other receivables that are provided for bad debt using other methods 31 Dec 2018 Name of portfolio Other receivable Bad debt provision Percentage (%) Portfolio of specific accounts 2,478,447.48 - - Note: Based on historical experience, the Company’s receivables from petty cash advanced to employees, from 96 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text subsidiaries of the Company and sales revenue between the last settlement date of the same department store and the balance sheet date are with high recoverability and low possibility of incurring bad debt, as a result, no bad debt provisions are provided for such receivables. ②Among the portfolio, other receivables that are provided for bad debt using other methods Nature 31 Dec 2018 1 Jan 2018 Employee petty cash 2,478,447.48 4,399,822.68 Down payment and deposit 38,091,767.87 30,200,936.65 Product promotion expenses 7,827,524.03 3,387,360.70 Others 7,510,384.99 6,969,510.53 Total 55,908,124.37 44,957,630.56 ③Status of bad debt accrual, recovery or reversed in current year: In 2018, bad debt accrual is RMB70,450.64. There was no recovery or reversal of bad debt provision this year. ④There was no other receivables actually written-off during this year ⑤Top 5 other receivable accounts Percentage of Balance of Name of accounts Nature Amount Aging total other provision receivables (%) Beat Blattman Marketing Trade receivables 4,041,632.05 Over 3 years 7.23 4,041,632.05 China Resources (Shenzhen) Co., Ltd Deposit 3,010,024.00 Within 1 year 5.38 150,501.20 Liberty Time Center GmbH Trade receivables 2,251,605.60 Over 3 years 4.03 2,251,605.60 Beijing Jingdong Century Trading Co., Deposit Within 1 year 1,906,697.76 3.41 95,334.89 Ltd. China Resources Sun Hung Kai Real Deposit Within 1 year 1,497,003.00 2.68 74,850.15 Estate (Hangzhou) Co., Ltd. Total —— 12,706,962.41 —— 22.73 6,613,923.89 5. Inventory (1) Inventory classification 31 Dec 2018 Item Book balance Provision Carrying amount Raw material 183,679,226.95 28,296,729.51 155,382,497.44 97 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 31 Dec 2018 Item Book balance Provision Carrying amount Work-in-progress 10,787,777.81 - 10,787,777.81 Goods in stock 1,675,548,898.56 59,412,872.11 1,616,136,026.45 Total 1,870,015,903.32 87,709,601.62 1,782,306,301.70 (Continued) 1 Jan 2018 Item Book balance Provision Carrying amount Raw material 192,872,336.46 26,899,506.29 165,972,830.17 Work-in-progress 16,744,428.79 - 16,744,428.79 Goods in stock 1,708,413,402.70 70,603,985.40 1,637,809,417.30 Total 1,918,030,167.95 97,503,491.69 1,820,526,676.26 (2) Provision Increase Decrease Item 1 Jan 2018 31 Dec 2018 Accrual Others Reversed Others Raw materials 26,899,506.29 3,625,562.93 - 2,228,339.71 - 28,296,729.51 Goods in stock 70,603,985.40 5,922,928.30 - 17,114,041.59 - 59,412,872.11 Total 97,503,491.69 9,548,491.23 - 19,342,381.30 - 87,709,601.62 (3) Reasons for accruing inventory impairment provision and the reason for reversal of provision or written-off this year. Reason for reversal of provision Item Basis for recognizing provision Reasons for written-off this year Raw materials NRV is lower than cost - Disposed Goods in stock NRV is lower than cost - Sales 6. Other current assets Item 31 Dec 2018 1 Jan 2018 Deductible input tax of VAT 52,444,448.67 18,745,349.24 CIT prepaid 7,846,471.11 314,917.39 98 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 31 Dec 2018 1 Jan 2018 Others 13,412,392.46 5,556,548.58 Total 73,703,312.24 24,616,815.21 7. AFS financial assets (1) Status of AFS financial assets 31 Dec 2018 1 Jan 2018 Item Impairment Carrying Impairment Carrying Book balance Book balance provision amount provision amount AFS equity instrument 385,000.00 300,000.00 85,000.00 385,000.00 300,000.00 85,000.00 Incl: measured at cost 385,000.00 300,000.00 85,000.00 385,000.00 300,000.00 85,000.00 Total 385,000.00 300,000.00 85,000.00 385,000.00 300,000.00 85,000.00 (2) AFS financial assets measured at cost Book balance Provision % of equity Cash Investee held in 1 Jan 2018 increase decrease 31 Dec 2018 1 Jan 2018 increase decrease 31 Dec 2018 dividend investee Shenzhen Zhonghang 300,000.00 - - 300,000.00 300,000.00 - - 300,000.00 15.00 - Culture Co. Ltd Xi’an Tangcheng 85,000.00 - - 85,000.00 - - - - 0.10 - Limited Total 385,000.00 - - 385,000.00 300,000.00 - - 300,000.00 — - (3) Movements of impairment provision for AFS financial asset Types of AFS financial asset AFS equity instrument Total Balance of impairment provision at the beginning of the year 300,000.00 300,000.00 Accrual in current year - - Incl: transferred from other comprehensive income - - 99 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Decrease in current year - - Incl: reversed due to fair value increases —— —— Balance of impairment provision at the end of the year 300,000.00 300,000.00 8. Long-term equity investment Changes during 2018 Investment gain Adjustment of other Investee 1 Jan 2018 Changes of other Addition Withdraw recognized under comprehensive equity item equity method income I. Associated company Shanghai Watch Co., Ltd. 43,879,518.09 - - 1,001,545.06 - - (Shanghai Watch) (Continued) Changes during 2018 Balance of impairment Cash dividend Investee Impairment 31 Dec 2018 provision as at 31 Dec declared or profit Others provision accrued 2018 distribution I. Associated company Shanghai Watch Co., Ltd. - - - 44,881,063.15 - (Shanghai Watch) 9. Investment property (1) Details of investment property measured at cost Item Property and buildings I. Total original cost 1. Balance at the beginning of the year 449,153,501.16 2. Increased in current year 97,541,932.65 100 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item Property and buildings (1) purchased - (2) Transferred from fixed asset 97,541,932.65 (3) increased due to business combination - 3. Decreased in current year - (1) Disposal - (2) Other decrease - 4. Balance at the end of the year 546,695,433.81 II. Total accumulated depreciation and amortization 1. Balance at the beginning of the year 143,659,513.39 2. Increased in current year 25,716,487.39 (1) Accrual or amortization 13,170,394.47 (2) Transferred from fixed asset 12,546,092.92 3. Decreased in current year - (1) Disposal - (2) Other decrease - 4. Balance at the end of the year 169,376,000.78 III. Impairment provision 1. Balance at the beginning of the year - 2. Increased in current year - (1) Accrual - 3. . Decreased in current year - (1) Disposal - (2) Other decrease - 4. Balance at the end of the year - IV. Total book value 1. Book value at the end of the year 377,319,433.03 2. Book value at the beginning of the year 305,493,987.77 101 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (2) Reason of the investment property without the certificate for property right: As of 31 December 2018, investment property without the certificate for property right did not exist. (3) Changes of purpose of property In July 2018, the Company leases out a property previously used itself. The property is transferred from fixed asset to investment property and accounted for using cost method. The book value of it was RMB84,995,839.73 at the time changed. 10. Fixed asset Item 31 Dec 2018 1 Jan 2018 Fixed asset 425,649,562.85 523,699,592.65 (1) Fixed asset ①Detail of fixed asset Property and Transportation Electronic Other Item Machinery Total buildings vehicles devices equipments I. Total cost 1.Balance at beginning 548,203,064.99 76,359,195.91 15,572,717.72 43,168,802.82 56,767,439.55 740,071,220.99 of year 2. Additions 7,960,183.62 4,481,681.31 - 3,481,827.98 3,127,468.34 19,051,161.25 (1)Purchasing 7,960,183.62 4,481,681.31 - 3,481,827.98 3,127,468.34 19,051,161.25 (2)Transfer from - - - - - - construction in progress (3)Increase due to - - - - - - business combination 3. Decrease 97,541,932.65 41,222.22 - 2,513,094.39 1,472,743.27 101,568,992.53 (1)Disposal or retired - 41,222.22 - 2,513,094.39 1,472,743.27 4,027,059.88 (2) transferred into 97,541,932.65 - - - - 97,541,932.65 investment property 4.Balance at end of the 458,621,315.96 80,799,655.00 15,572,717.72 44,137,536.41 58,422,164.62 657,553,389.71 year II. Accumulated depreciation 1.Balance at beginning 94,955,404.27 36,106,695.76 12,805,115.03 25,960,630.90 46,543,782.38 216,371,628.34 102 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Property and Transportation Electronic Other Item Machinery Total buildings vehicles devices equipments of year 2. Increase 15,490,407.34 6,940,310.81 859,797.03 5,027,186.68 3,372,846.73 31,690,548.59 (1)Accrual 15,490,407.34 6,940,310.81 859,797.03 5,027,186.68 3,372,846.73 31,690,548.59 3. Decrease 12,546,092.92 34,032.10 - 2,280,132.22 1,298,092.83 16,158,350.07 (1)Disposal or retire - 34,032.10 - 2,280,132.22 1,298,092.83 3,612,257.15 (2)Transferred into 12,546,092.92 - - - - 12,546,092.92 investment property 4.Balance at end of the 97,899,718.69 43,012,974.47 13,664,912.06 28,707,685.36 48,618,536.28 231,903,826.86 year III. Provision for impairment 1.Balance at beginning - - - - - - of the year 2. Additions - - - - - - (1)Accrual - - - - - - 3. Decrease - - - - - - (1)Disposal or retire - - - - - - 4.Balance at end of the - - - - - - year IV. Total book value 1.Balance at end of the 360,721,597.27 37,786,680.53 1,907,805.66 15,429,851.05 9,803,628.34 425,649,562.85 year 2.Balance at the 453,247,660.72 40,252,500.15 2,767,602.69 17,208,171.92 10,223,657.17 523,699,592.65 beginning of the year ②Fixed assets that do not have certificate for property right Item Book value Reason for not having certificate for property rights Office rooms for Harbin Branch 287,345.82 Defective in property right Property for Zhengzhou Branch 6,138,196.00 Under application process 103 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 11. Construction in progress Item 31 Dec 2018 1 Jan 2018 Construction in progress 12,041,126.00 10,947,300.53 (1) Construction in progress ①Details of construction in progress 31 Dec 2018 1 Jan 2018 Item Impairment Impairment Book balance Carrying amount Book balance Carrying amount provision provision Clock & Watch base in Guangming New District 12,041,126.00 - 12,041,126.00 10,947,300.53 - 10,947,300.53 auxiliary projects ②Changes for material construction-in-progress projects Transferred to fixed Project name Budget 31 Dec 2017 Increase asset in current Other decrease 31 Dec 2018 year Clock & Watch base in Guangming New 34,050,900.00 10,947,300.53 1,093,825.47 - - 12,041,126.00 District auxiliary projects (Continued) Percentage of Rate of Total capitalized Incl. capitalized in Source of Project name investment to Progress (%) capitalization in interest current year funding budget (%) current year (%) Clock & Watch base in Guangming New 35.36 35.36 - - - Self-raised District auxiliary projects 12. Intangible assets (1) Details of intangible assets Item Land-use right Software system Right to use trademarks Total I. Total original cost 104 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item Land-use right Software system Right to use trademarks Total 1.Balance at beginning of the 34,854,239.40 19,904,736.57 9,547,313.86 64,306,289.83 year 2. Additions 79,583.00 3,982,478.51 545,994.75 4,608,056.26 (1)Purchase 79,583.00 3,982,478.51 545,994.75 4,608,056.26 (2)Internal R&D - - - - (3)Increased due to business - - - - combination 3. Decreases - - - - (1)Disposal - - - - 4.Balance at end of the year 34,933,822.40 23,887,215.08 10,093,308.61 68,914,346.09 II. Total accumulated amortization 1.Balance at beginning of the 9,887,164.24 6,951,113.14 3,244,732.24 20,083,009.62 year 2. Additions 3,694,544.65 1,124,998.55 466,315.66 5,285,858.86 (1)Accrual 3,694,544.65 1,124,998.55 466,315.66 5,285,858.86 3. Decreases - - - - (1)Disposal - - - - 4.Balance at end of the year 13,581,708.89 8,076,111.69 3,711,047.90 25,368,868.48 III. Total impairment provision 1.Balance at beginning of the - - - - year 2. Additions - - - - (1)Accrual - - - - 3. Decreases - - - - (1)Disposal - - - - 4.Balance at end of the year - - - - IV. Total book value 105 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item Land-use right Software system Right to use trademarks Total 1. Balance at end of the year 21,352,113.51 15,811,103.39 6,382,260.71 43,545,477.61 2. Balance at beginning of the 24,967,075.16 12,953,623.43 6,302,581.62 44,223,280.21 year 13. Long-term deferred expenses Item 1 Jan 2018 Increase Amortization Other decrease 31 Dec 2018 Counter fabrication 49,334,415.56 49,200,596.00 49,230,011.46 - 49,305,000.10 expenses Renovation expenses 58,392,053.11 50,885,181.89 34,625,947.87 - 74,651,287.13 Others 1,683,316.82 7,333,478.59 4,400,537.49 - 4,616,257.92 Total 109,409,785.49 107,419,256.48 88,256,496.82 - 128,572,545.15 14. Deferred income tax assets/Deferred income tax liabilities (1) Detail of deferred income tax before offsetting 31 Dec 2018 1 Jan 2018 Item Deductible temporary Deductible temporary Deferred income tax Deferred income tax asset differences differences asset Asset impairment provision 79,775,704.17 17,676,690.28 93,805,178.33 22,891,430.26 Unrealized profit for related party 272,840,911.63 67,717,517.83 309,982,920.90 76,608,130.54 transaction Deferred income 3,672,855.36 918,213.84 5,904,000.00 1,476,000.00 Deductible loss 61,529,125.81 14,363,284.14 27,342,976.03 4,930,384.00 Total 417,818,596.97 100,675,706.09 437,035,075.26 105,905,944.80 (2) Details of unrecognized deferred income tax asset Item 31 Dec 2018 1 Jan 2018 Impairment of assets 30,660,246.75 29,691,944.68 Deductible loss 65,181,936.05 41,326,518.50 Total 95,842,182.80 71,018,463.18 Note: Deductible losses of Swiss Company, which are subsidiaries of the Company, is not recognized as deferred income tax asset as it’s uncertain that the companies can get sufficient taxable income in future. Hong Kong Company, a subsidiary of the Company, does not need to recognize the deferred income tax assets 106 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text for impairment provision according to the local tax policy. 15. Other non-current asset Item 31 Dec 2018 1 Jan 2018 Prepayment for project and equipment purchase 8,949,160.42 8,246,538.33 16. Short-term loan (1) Short-term loan classification Item 31 Dec 2018 1 Jan 2018 Guaranteed loan 187,118,452.97 120,990,510.00 Credit Loan 360,000,000.00 405,000,000.00 Total 547,118,452.97 525,990,510.00 (2) There are no overdue short-term loans. (3) Refer to Note XIV. 2 for details of guaranteed loans between parent companies and subsidiaries. 17. Note and accounts payables Item 31 Dec 2018 1 Jan 2018 Accounts payable 259,913,612.34 263,256,495.65 (1) Accounts payables Item 31 Dec 2018 1 Jan 2018 Trade payables 188,957,240.00 197,139,603.70 Payables for material purchased 18,632,180.36 5,596,017.29 Payables for project 52,324,191.98 60,520,874.66 Total 259,913,612.34 263,256,495.65 18. Advances from customer (1) Presentation of advances received Item 31 Dec 2018 1 Jan 2018 Advances received for trade 14,822,924.98 10,928,657.72 Rental received 1,636,520.02 4,212,930.07 Total 16,459,445.00 15,141,587.79 19. Employee benefit payable (1) Presentation of employee benefit payable 107 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 1 Jan 2018 Increase Decrease 31 Dec 2018 I. Short-term benefit 67,145,581.32 533,345,700.37 536,685,964.81 63,805,316.88 II. Post-employment welfare-defined 4,418,785.82 46,014,765.45 44,459,830.32 5,973,720.95 contribution plans III. Dismissal welfare - 2,271,458.27 2,271,458.27 - IV. Other welfare within one year - - - - Total 71,564,367.14 581,631,924.09 583,417,253.40 69,779,037.83 (2) Short-term employee benefits Item 1 Jan 2018 Increase Decrease 31 Dec 2018 1. Wages, bonuses and allowances 66,712,129.20 477,129,729.95 480,534,845.69 63,307,013.46 2. Employee Welfare - 9,959,168.00 9,959,168.00 - 3. Social insurance - 19,465,988.82 19,465,988.82 - Incl.: (1) medical insurance - 17,305,121.22 17,305,121.22 - (2) work-related injury insurance - 814,287.85 814,287.85 - (3) maternity insurance - 1,346,579.75 1,346,579.75 - 4. Housing fund - 17,311,498.67 17,311,498.67 - 5. Expenditure for labor union and 433,452.12 9,479,314.93 9,414,463.63 498,303.42 employee training 6. Other short-term benefits - - - - Total 67,145,581.32 533,345,700.37 536,685,964.81 63,805,316.88 (3) Defined contribution plans Item 1 Jan 2018 Increase Decrease 31 Dec 2018 1. Endowment insurance 1,044.89 42,071,562.15 41,599,355.66 473,251.38 2. Unemployment insurance - 1,136,009.40 1,136,009.40 - 3. Enterprise annuity payment 4,417,740.93 2,807,193.90 1,724,465.26 5,500,469.57 Total 4,418,785.82 46,014,765.45 44,459,830.32 5,973,720.95 20. Taxes payable Item 31 Dec 2018 1 Jan 2018 108 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 31 Dec 2018 1 Jan 2018 Value added tax 32,344,121.18 28,234,436.08 Corporate income tax 21,599,264.54 24,051,749.74 Property tax 248,795.56 640,117.90 City maintenance & construction tax 321,914.01 948,001.89 Individual income tax 998,190.73 779,154.31 Educational surcharges 229,955.09 677,393.80 Others 180,930.81 526,382.87 Total 55,923,171.92 55,857,236.59 21. Other payables Item 31 Dec 2018 1 Jan 2018 Interest payable 772,351.26 1,464,729.11 Other payables 71,047,579.04 57,767,536.64 Total 71,819,930.30 59,232,265.75 (1) Interest payable Item 31 Dec 2018 1 Jan 2018 Interest payable for instalment long-term loan - 152,151.14 Interest payable for short-term loan 772,351.26 1,312,577.97 Total 772,351.26 1,464,729.11 (2) Other payables ①Other payables presented by nature Item 31 Dec 2018 1 Jan 2018 Security deposit 22,954,307.95 23,026,920.95 Shop activity fund 17,461,589.65 15,096,271.16 Personal accounts payable 3,058,122.71 4,911,856.36 Decoration expenses 6,096,460.99 3,175,612.64 Down payment 612,659.73 1,132,084.26 Others 20,864,438.01 10,424,791.27 109 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 31 Dec 2018 1 Jan 2018 Total 71,047,579.04 57,767,536.64 ②Significant other payables with aging over 1 year: Item Balance as at 31 Dec 2018 Reasons for unpaid or unsettled Shenzhen Tencent Computer System Co., Ltd. 4,693,429.16 within lease term Shenzhen Zhongshen Commercial Property Service Co., Ltd. 903,166.80 within lease term Oracle Research and Development Center (Shenzhen) Co., 804,000.00 within lease term Ltd. Tropical Rainforest Restaurant, Nanshan District, Shenzhen 791,320.00 within lease term Shenzhen Keman Medical Equipment Co., Ltd. 734,775.68 within lease term China Merchants Bank Co., Ltd. Shenzhen Branch 654,532.30 within lease term Beijing Yuante Technology Co., Ltd. Shenzhen Branch 519,007.36 within lease term Shenzhen Beigaozhi Electronics Co., Ltd. 506,358.16 within lease term AVIC Property Management Co., Ltd. 678,154.06 within lease term Total 10,284,743.52 —— 22. Non-current liabilities that fall due within one year Item 31 Dec 2018 1 Jan 2018 Long-term loans due within 1 year (Note VI. 23) 347,470.00 35,000,000.00 23. Long-term loan Item 31 Dec 2018 1 Jan 2018 Pledge loans 4,864,580.00 5,008,425.00 Guaranteed loan - 109,861,928.00 Less: Long-term loan due within one year 347,470.00 35,000,000.00 (Note VI. 22) Total 4,517,110.00 79,870,353.00 Note: (1) There is no overdue long-term loans. (2) See Note VI.46 for type and amount of pledged assets. (3) There is no guarantee in the balance of long-term loan. (4) The interest rate for long-term loan is 3.00%. 24. Deferred income 110 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 1 Jan 2018 Increase Decrease 31 Dec 2018 Forming reasons Income to be recognized in Government grant 5,904,000.00 66,037.74 2,297,182.38 3,672,855.36 later periods Incl: items involving government grant Recognized in Recognized in Other Related to Subsidized project 1 Jan 2018 Increase non-operating 31 Dec 2018 other gains Changes assets/income Income Special fund for Shenzhen industrial design industry 2,000,000.00 - - 1,066,988.78 - 933,011.22 Asset related development (Note (1)) Funding project for construction of National Enterprise 2,000,000.00 - - 488,578.43 - 1,511,421.57 Asset related Technology Center (Note (2)) Researching project for key technique of 480,000.00 - - 480,000.00 - - Income related benchmark timing system of DF101(Note (3)) 2017 Nanshan District Independent 124,000.00 - - 124,000.00 - - Income related Innovation Industry Development Special Fund 2017 Provincial Specialized Fund for Industrial and 1,300,000.00 - - 137,615.17 - 1,162,384.83 Income related Information Technology (Note 111 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Recognized in Recognized in Other Related to Subsidized project 1 Jan 2018 Increase non-operating 31 Dec 2018 other gains Changes assets/income Income (4)) Special funds for consumer goods standards and - 66,037.74 - - - 66,037.74 Income related quality improvement Total 5,904,000.00 66,037.74 - 2,297,182.38 - 3,672,855.36 —— Note (1): Special fund for Shenzhen industrial design industry development was obtained according to the Shen Jingmao Xinxi Jishu Zi (2013) No. 227 - Operating Specification for Affirmation and Fund Plan of Shenzhen Industrial Design Center (Trial) which is jointly issued by Economy, Trade and Information Commission of Shenzhen Municipality and Finance Commission of Shenzhen Municipality. Note (2):Funding project for construction of Shenzhen Enterprise Technology Center was obtained according to the Notice for the 1st Supportive Project in 2015 of Funding Project for Construction of Shenzhen Enterprise Technology Center which was issued by Shenzhen Development and Reform Commission (Shen Jing Mao Xin Xi Yu[2015] No. 129). Note (3):Special fund for university-industry cooperation in 2013 was obtained according to Yue Ke Gong Shi [2014] No. 13 – Publicity about Projects which would be Supported by Special Fund of Comprehensive Strategic Cooperation between Province and College and Special Fund of Province-Ministry University-Industry Cooperation in 2013, issued by Guangdong Science and Technology Department. Note (4): According to the Notice of Guangdong Provincial Economic and Information Technology Commission on Doing a Good Job of Applying for Provincial Special Projects in Production and Service Industry in 2017 (the Circular of the Ministry of Economic Affairs and Information Technology of Guangdong Province and Guangdong Provincial Department of Finance) Guangdong Letter of Manufacture [2016] No. 53) obtained provincial 2017 special funds for industrial and informatization. 25. Share capital Additions or reduction (+, -) Capitalization Item 1 Jan 2018 Issuance of Bonus 31 Dec 2018 of capital Others Subtotal new share shares reserves 112 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Additions or reduction (+, -) Capitalization Item 1 Jan 2018 Issuance of Bonus 31 Dec 2018 of capital Others Subtotal new share shares reserves Total shares 438,744,881 - - - - - 438,744,881 26. Capital reserve Item 1 Jan 2018 Increase Decrease 31 Dec 2018 Share premium 1,047,963,195.57 - - 1,047,963,195.57 Other capital reserves 14,492,448.65 - - 14,492,448.65 Total 1,062,455,644.22 - - 1,062,455,644.22 113 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 27. Other comprehensive income Movement Less: recorded in other Amount incurred before comprehensive income in Item 1 Jan 2018 Less: Income tax Attribute to parent Attribute to minority 31 Dec 2018 income tax in current prior period and transferred expenses company after tax shareholders after tax period to profit or loss in current period I. Other comprehensive income items which will not be - - - - - - - reclassified subsequently to profit or loss II. Other comprehensive income items which will be -11,523,442.39 6,081,568.47 - - 6,081,302.61 265.86 -5,442,139.78 reclassified subsequently to profit or loss Incl. translation difference of foreign currency financial -11,523,442.39 6,081,568.47 - - 6,081,302.61 265.86 -5,442,139.78 statements Total other comprehensive -11,523,442.39 6,081,568.47 - - 6,081,302.61 265.86 -5,442,139.78 income 89 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 28. Surplus reserve Item 1 Jan 2018 Increase Decrease 31 Dec 2018 Statutory surplus reserve 144,820,819.35 16,210,080.45 - 161,030,899.80 Discretionary surplus reserve 61,984,894.00 - - 61,984,894.00 Total 206,805,713.35 16,210,080.45 - 223,015,793.80 Note: according to the Company Law and Articles of Association, the Company draws statutory surplus reserve at 10% of net profit. If the statutory surplus reserve is over 50% of the Company’s registered capital, drawing of statutory surplus reserve stopped. The Company can draw discretionary surplus reserve after drawing statutory surplus reserve. If approved, discretionary surplus reserve can be used to make up for losses in previous years or increase share capital. 29. Undistributed profit Item 2018 2017 Undistributed profit at the end of prior year before adjustments 771,484,565.02 687,986,807.74 Adjustments to undistributed profit at the beginning of year - - Undistributed profit at the beginning of year after adjustment 771,484,565.02 687,986,807.74 Plus: Net profit attributable to the owner of the parent company for 183,835,095.29 140,216,258.28 the year Less: statutory surplus reserve drawn 16,210,080.45 12,844,012.90 Dividends payable to ordinary shares 87,748,976.20 43,874,488.10 Undistributed profit at the end of year 851,360,603.66 771,484,565.02 Note: Information on distribution of dividend Pursuant to the “Resolution of Equity Distribution for Year 2017” approved at the 2017 Annual General Meeting held on 21 June 2018, the Company distributed to all shareholders cash dividend of RMB2.00 (tax inclusive) for every 10 shares held based on total shares of 438,744,881 as at 31 December 2017. Total cash dividend distributed was RMB87,748,976.20. 30. Operating revenue and operating cost 2018 2017 Item Operating revenue Operating cost Operating revenue Operating cost Revenue from main 3,382,346,730.19 1,992,905,841.56 3,326,715,761.43 1,982,954,953.59 business 90 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 2018 2017 Item Operating revenue Operating cost Operating revenue Operating cost Revenue from other 18,103,869.71 903,932.64 19,093,942.55 3,697,637.98 business Total 3,400,450,599.90 1,993,809,774.20 3,345,809,703.98 1,986,652,591.57 31. Tax and surcharges Item 2018 2017 Urban maintenance and construction tax 14,746,181.35 14,218,262.08 Educational surcharge 6,338,803.59 6,122,809.94 Local educational surcharge 4,221,251.51 4,099,162.87 Property tax 3,858,983.33 4,057,806.73 Stamp duty 2,216,200.85 2,322,319.03 Land use tax 387,741.44 461,094.63 Consumption tax 56,184.87 68,144.07 Tax for usage of vehicle and ship 7,785.00 8,085.00 Others 1,936,212.46 1,513,574.23 Total 33,769,344.40 32,871,258.58 Note: The criteria of business taxes and surcharges accrued and paid refer to Note V. Taxation. 32. Selling and distribution expenses Item 2018 2017 Salary 284,754,162.08 282,332,694.94 Employee welfare 5,639,512.33 5,021,378.47 Housing fund 11,646,901.18 10,766,215.15 Social insurance 45,976,594.63 40,320,843.22 Department store expense and rental 137,788,340.17 129,811,336.38 Market promotion expenses 186,814,362.00 177,352,152.54 Depreciation and amortization 91,323,930.38 90,339,654.46 Packaging expenses 17,013,895.11 13,166,738.72 Utilities and property management expenses 18,464,692.62 12,459,271.35 91 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 2018 2017 Shipping fees 12,444,864.89 11,637,994.76 Office expenses 10,934,189.89 6,953,441.44 Travel expenses 12,076,624.12 11,774,153.69 Others 22,092,103.70 19,502,056.89 Total 856,970,173.10 811,437,932.01 33. Administrative expenses Item 2018 2017 Salary 132,152,678.81 116,005,739.67 Social insurance 11,333,830.56 13,262,398.74 Depreciation and amortization 23,465,976.86 20,786,423.56 Enterprise annuity 2,318,455.78 3,706,212.20 Union funds 4,967,113.07 2,748,390.12 Training fee 2,817,832.13 1,431,427.23 Travel expenses 7,436,745.07 5,917,863.79 Office expenses 4,411,920.54 4,896,447.32 Housing fund 4,217,069.96 4,134,079.62 Agents fees 2,397,253.16 2,632,061.65 Employee welfare 2,908,900.50 2,645,453.19 Others 20,734,749.41 12,423,085.15 Total 219,162,525.85 190,589,582.24 34. R & D expenses Item 2018 2017 Salary 24,158,997.53 22,773,695.65 Employee welfare 466,603.29 301,488.36 Social insurance 2,270,552.06 1,560,336.14 Housing fund 705,146.39 747,618.62 Material cost 3,062,922.51 4,216,717.28 92 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 2018 2017 Sample fee 2,042,439.14 4,620,567.85 Processing fee 2,150,154.58 198,047.66 Depreciation and amortization 4,869,828.83 4,559,562.30 Technical cooperation fee 1,254,524.99 2,611,783.01 Others 6,369,173.50 7,864,082.48 Total 47,350,342.82 49,453,899.35 35. Finance expenses Item 2018 2017 Interest expense 27,552,558.81 41,825,035.34 Less: Interest capitalization - - Less: Interest income 2,269,447.05 2,915,602.99 Exchange gain or losses 713,080.72 1,082,289.43 Bank charges and others 9,920,047.68 9,195,021.13 Total 35,916,240.16 49,186,742.91 36. Impairment losses Item 2018 2017 Bad debt loss -5,488,944.07 11,818,649.06 Inventory impairment loss 8,753,900.25 50,608,850.55 Total 3,264,956.18 62,427,499.61 37. Other gains Amount included in current year’s Item 2018 2017 non-recurring profit or loss Government grant 19,375,618.48 17,508,255.98 19,375,618.48 For details of government grants, refer to Note VI. 48. 38. Investment gain Item 2018 2017 Investment gain from the long-term equity investment measured by equity 1,001,545.06 455,893.22 93 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 2018 2017 method 39. Gain on disposal of assets Amount included in current year’s Item 2018 2017 non-recurring profit or loss Total gain/loss on disposal of the -181,302.24 7,321,993.36 -181,302.24 non-current assets 40. Non-operating income Amount included in current year’s Item 2018 2017 non-recurring profit or loss Total gain on damage and retirement of 1,000.00 - 1,000.00 non-current assets Clearing of payables that cannot be paid 2,810.50 2,256,661.00 2,810.50 Others 1,442,547.03 350,992.91 1,442,547.03 Total 1,446,357.53 2,607,653.91 1,446,357.53 41. Non-operating expenses Amount included in non-recurring profit or Item 2018 2017 loss in current year Fines and late payment expenses 154,626.88 - 154,626.88 External donation 380,000.00 399,250.00 380,000.00 Others 117,888.09 969,430.92 117,888.09 Total 652,514.97 1,368,680.92 652,514.97 42. Income tax expenses (1) Details of income taxes expenses Item 2018 2017 Current income tax 42,131,613.05 57,825,323.60 Deferred income tax 5,230,238.71 -10,726,369.54 Total 47,361,851.76 47,098,954.06 (2) Reconciliation between income tax expenses and accounting profits is as follows: 94 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 2018 Profit before tax 231,196,947.05 Income tax expenses calculated at legal (or applicable) tax rate 57,799,236.76 Impact of different tax rate in certain subsidiaries -12,360,815.15 Adjustment for income tax in prior year 413,122.52 Income not subject to tax -250,386.27 Expenses not deductible for tax purposes 1,286,216.68 Taxation influence by using unrecognized deductible loss and deductible temporary difference -250,920.28 of prior periods Taxation influence of unrecognized deductible loss and deductible temporary difference 7,158,514.85 Effect of tax rate change on carrying amount of opening deferred income tax asset - Effect of super deduction of R&D expenses -6,433,117.35 Income tax expenses 47,361,851.76 43. Other comprehensive income Details of other comprehensive income refer to Note VI. 27. 44. Notes to cash flow statement (1) Cash received from other operating activities Item 2018 2017 Government grant 17,144,473.84 17,432,255.98 Product promotion fee 7,388,696.14 7,256,201.41 Security deposit 9,977,697.98 9,327,099.78 Interest income 2,269,447.05 2,915,602.99 Petty cash 4,066,408.69 4,615,494.88 Others 8,781,869.99 7,631,989.59 Total 49,628,593.69 49,178,644.63 (2) Cash paid for other operating activities Item 2018 2017 Marketing promotion fee 158,123,421.13 116,083,360.98 95 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 2018 2017 Rental 88,198,420.82 80,557,649.30 Departmental store expenses 27,617,954.29 40,296,610.32 Advertising fee 25,754,222.71 32,028,348.16 Travel expenses 16,716,869.03 15,287,674.97 R & D expenses 18,696,076.85 22,883,770.79 Office expenses 14,807,127.70 10,087,223.06 Transportation expenses 13,966,858.83 10,445,774.44 Exhibition expenses 7,794,285.04 10,686,979.91 Posting and telecommunication expenses 1,284,007.36 4,942,120.45 Business entertainment 3,881,281.50 5,909,392.82 Packaging expenses 2,123,627.83 1,010,445.61 Utilities 18,131,634.75 15,035,484.37 Petty cash 5,131,463.98 4,405,955.94 Agents fees 3,417,891.86 3,602,250.55 Conference expenses 1,856,933.80 3,477,562.92 Insurance expense 2,447,666.64 2,720,711.50 Security deposit 19,915,997.96 2,803,293.12 Vehicle expenses 1,296,416.06 2,110,291.06 Bank charges 9,723,496.15 9,036,367.69 Others 13,351,304.90 18,515,949.06 Total 454,236,959.19 411,927,217.02 45. Supplement to cash flow statement (1) Supplement to Cash Flow Statement Supplement 2018 2017 1. Reconciliation of net profit to cash flow from operating activities: Net profit 183,835,095.29 142,616,359.20 96 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Supplement 2018 2017 Add: Impairment for assets 3,264,956.18 62,427,499.61 Depreciation of fixed assets, and gas assets, and productive biological 44,860,943.06 43,011,539.25 assets Amortization of intangible assets 5,285,858.86 3,453,462.25 Amortization of long-term deferred expenses 88,256,496.82 92,532,517.56 Loss on disposal of fixed assets, intangible assets, and other long-term 181,302.24 -7,321,993.36 assets (“-“ for gain) Loss on retirement of fixed assets (“-“ for gain) -1,000.00 - Loss on changes of fair value (“-“ for gain) - - Financial expenses (“-“ for income) 27,552,558.81 41,825,035.34 Investment loss (“-“ for gain) -1,001,545.06 -455,893.22 Decrease in deferred tax assets (“-“ for increase) 5,230,238.71 -10,726,369.54 Increase in deferred tax liabilities (“-“ for decrease) - - Decrease in inventories (“-“ for increase) 30,900,223.04 126,768,439.60 Decrease in operating receivables (“-“ for increase) -36,309,812.09 -19,073,303.46 Increase in operating payables (“-“ for decrease) -20,427,526.24 89,897,268.74 Others - - Net cash flows from operating activities 331,627,789.62 564,954,561.97 2. Significant investment or financing activities not involving cash: Debts converted to capital - - Convertible debts mature within one year - - Fixed assets acquired under finance leases - - 3. Net changes in cash and cash equivalents: Cash at end of year 162,623,059.97 184,947,891.32 Less: cash at beginning of year 184,947,891.32 427,227,755.81 Plus: cash equivalents at end of year - - Less: cash equivalents at beginning of year - - Net increase in cash and cash equivalents -22,324,831.35 -242,279,864.49 97 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (2) Cash and cash equivalents Item 31 Dec 2018 31 Dec 2017 I. Cash 162,623,059.97 184,947,891.32 Incl. Cash on hand 420,783.85 414,210.14 Bank deposit available for immediate payment 160,135,454.62 184,528,160.32 Other monetary funds available for immediate payment 2,066,821.50 5,520.86 II. Cash equivalents Incl. Bond investment due in three months - - III. Cash and cash equivalents at the end of year 162,623,059.97 184,947,891.32 Incl. Restricted cash and cash equivalents for the Company - Note: Restricted cash and cash equivalents for the Company are not included in cash and cash equivalents amounts. 46. Assets of restricted ownership or use rights Amount as of 31 Dec Item Restriction reason 2018 Security deposit of RMB1,575,000.00, judicial frozen fund of RMB Currency funds 2,205,000.00 630,000.00. Fixed assets 14,978,058.58 Guarantee Total 17,183,058.58 — 47. Monetary item denominated in foreign currency (1) Monetary item denominated in foreign currency Balance denominated in Balance translated in RMB as at Item foreign currency as at 31 Exchange rate 31 Dec 2018 Dec 2018 Currency fund Incl: USD 634,531.28 6.8632 4,354,915.08 HKD 3,646,197.04 0.8762 3,194,797.85 CHF 620,245.24 6.9494 4,310,332.27 EUR 1,943.58 7.8473 15,251.86 98 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Balance denominated in Balance translated in RMB as at Item foreign currency as at 31 Exchange rate 31 Dec 2018 Dec 2018 Accounts receivable Incl: USD 688,191.90 6.8632 4,723,198.65 HKD 6,007,034.35 0.8762 5,263,363.50 EUR 34,266.75 7.8473 268,901.47 CHF 185,687.50 6.9494 1,290,416.71 Prepayments Incl : CHF 681,143.82 6.9494 4,733,540.86 Other receivable Incl: HKD 299,737.08 0.8762 262,629.63 EUR 4,250.00 7.8473 33,351.03 CHF 905,580.00 6.9494 6,293,237.65 Accounts payable Incl: HKD 3,030,447.60 0.8762 2,655,278.19 Advances from customer Incl: HKD 74,499.32 0.8762 65,276.30 Other payable Incl: HKD 42,812.50 0.8762 37,512.31 CHF 65,094.65 6.9494 452,368.76 Short-term loan Incl: HKD 33,000,000.00 0.8762 28,914,600.00 CHF 1,900,000.00 6.9494 13,203,860.00 Non-current liability that due in one year Incl: CHF 50,000.00 6.9494 347,470.00 Long-term bank loan Incl: CHF 650,000.00 6.9494 4,517,110.00 99 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (2) Overseas operational entity For main business location and recording currency of important overseas operational entity, refer to Note IV. 3. 48. Government grant (1) The status of the government grants Accounting Amount included in current Item Amount subject profit or loss 2017 Shenzhen Standard Special Fund (Note(1)) 496,000.00 Other income 496,000.00 2017 Guangming District Watch Exhibition Funding 50,000.00 Other income 50,000.00 Science and Technology Commission 2017 Corporate 1,890,000.00 Other income 1,890,000.00 Research and Development Funding (Note (2)) 2017 Shenzhen Patent Award 2,000.00 Other income 2,000.00 Special fund for industrial transformation and upgrading in 500,000.00 Other income 500,000.00 2018 (Note (3)) 2018 annual industrial transformation and upgrading special 4,480,000.00 Other income 4,480,000.00 fund and innovation rewards (Note (4)) 2018 Independent Innovation Industry Development Special 6,000.00 Other income 6,000.00 Fund, Nanshan District Special Fund for the Development of Independent Innovation 479,200.00 Other income 479,200.00 Industry, Nanshan District, 2018 (Note (5)) Funding for Informatization and Industrialization Integration 400,000.00 Other income 400,000.00 project,2018 (Note(6)) Funding for the domestic market development of the demonstration enterprise under Chinese Entrepreneurship 128,920.00 Other income 128,920.00 and Innovation Strategy in 2018 Basel Watch and Clock Exhibition International Trade 779,907.74 Other income 779,907.74 Development Fund(Note (7)) High-tech Enterprise Recognition Award, Baoan District 30,000.00 Other income 30,000.00 China Disabled Persons’ Federation subsidy 6,000.00 Other income 6,000.00 Export credit insurance 57,605.00 Other income 57,605.00 Activity fund for Guangming division during the Second 28,301.89 Other income 28,301.89 International Brand Week 100 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Accounting Amount included in current Item Amount subject profit or loss The 18th China Design Excellence Award (Note (8)) 250,000.00 Other income 250,000.00 Special support fund for economic development in 208,000.00 Other income 208,000.00 Guangmign District (Note (9)) Standardization Strategy Funding, Guangming New District 600,000.00 Other income 600,000.00 (Note (9)) Convention and Exhibition Industry Financial Subsidy, 50,000.00 Other income 50,000.00 Guangming New District (Note (9)) Disabled care and medical insurance subsidy for the first half 2,882.30 Other income 2,882.30 of the year in 2018, GuangMing New district R&D Funding, Guangming New District (Note (10)) 360,000.00 Other income 360,000.00 Exhibition Subsidy, Guangming New District (Note (10)) 50,000.00 Other income 50,000.00 Annual fee incentive for domestic patent invention 2,000.00 Other income 2,000.00 Government funds granted for admission to the China 6,154.00 Other income 6,154.00 International Import Expo Special Fund for the Development of the Service Industry of 1,000,000.00 Other income 1,000,000.00 the Economic and Trade Commission (Note (11)) Crystal Products Exhibition Special Funding 103,267.00 Other income 103,267.00 Corporate R&D Funding by Science and Technology 1,155,000.00 Other income 1,155,000.00 Commission, 2017 (Note (12)) Creating excellence and rating funding project by Economic 200,000.00 Other income 200,000.00 Promotion Bureau, Nanshan District Funding for Informatization and Industrialization Integration 100,000.00 Other income 100,000.00 project by Economic Promotion Bureau, Nanshan District Special fund for independent innovation industry development by Nanshan District Science and Technology 250,000.00 Other income 250,000.00 Commission Project funded by Commerce Circulation Industry 360,800.00 Other income 360,800.00 Subsidy under Shenzhen Nanshan Finance Bureau 724,900.00 Other income 724,900.00 Headquarters Corporate Office Housing Support Project 101 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Accounting Amount included in current Item Amount subject profit or loss (Note (13)) Commerce Circulation Industry Funding Project by Shenzhen 549,500.00 Other income 549,500.00 Nanshan District Finance Bureau (Note (13)) Commerce Circulation Industry Funding Project by Shenzhen Nanshan District Economic Promotion Bureau 215,100.00 Other income 215,100.00 (Note (13)) Funding for the Talent Quality Improvement Project of the Industrial Innovation Talents by the Human Resources 21,500.00 Other income 21,500.00 Bureau of Nanshan District, Shenzhen (Note (13)) Patent subsidy by Shenzhen Municipal Market and Quality 10,000.00 Other income 10,000.00 Supervision and Administration Committee, 2017 The 19th China Patent Award of the Market and Quality 330,000.00 Other income 330,000.00 Committee (Note (14)) Funds on Enterprise Intellectual Property Management Standards Certification by Market Supervision Committee 200,000.00 Other income 200,000.00 (Note (15)) Subsidy for enhancing international operating capacity 60,000.00 Other income 60,000.00 Subsidy for keeping stable job positions 229,106.17 Other income 229,106.17 Demonstration special fund, financial aid project in exhibition industry, for small and micro enterprise entrepreneurship 159,810.00 Other income 159,810.00 innovation base (Note(16)) Watch exhibition subsidy of small and micro enterprises 128,008.00 Other income 128,008.00 Government exhibition industry special fund 128,008.00 Other income 128,008.00 Government Talent Quality Improvement Project Subsidy 100,000.00 Other income 100,000.00 China Light Industry Federation's international standards 16,000.00 Other income 16,000.00 funding 16-26 batch special subsidy for Central Foreign Trade and 60,000.00 Other income 60,000.00 Economic Government special subsidy fund for central foreign 114,466.00 Other income 114,466.00 economic and trade projects 102 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Accounting Amount included in current Item Amount subject profit or loss Shenzhen Industrial Design Industry Development Special 2,000,000.00 Deferred income 1,066,988.78 Fund (Note VI. 24 note (1)) Nationally Recognized Enterprise Technology Center 2,000,000.00 Deferred income 488,578.43 Construction Funding Project (Note VI.24. note (2)) Key technology research and development project of DF101 480,000.00 Deferred income 480,000.00 aircraft benchmark timing system (Note VI. 24. note (3)) Development Special Fund for Independent Innovation 124,000.00 Deferred income 124,000.00 Industry, Nanshan District, 2017 2017 provincial industrial and information special funds (Note 1,300,000.00 Deferred income 137,615.17 VI.24. (note (4)) Special funds for consumer goods standards and quality Deferred income - improvement 66,037.74 Total 23,048,473.84 — 19,375,618.48 Note (1): The 2017 Shenzhen Standard special funds obtained according to “The Publicity for the 2017 Construction of the Shenzhen Standard Special Fund Standards Project” issued by Shenzhen Municipal Market and Quality Supervision and Management Committee. Note (2): The 2017 Shenzhen Enterprise Research and Development Funding obtained according to “Management Measures of Shenzhen Science and Technology Research and Development Fund” issued by Shenzhen Finance Committee and Shenzhen Science and Technology Innovation Committee (Shen Caike [2012] No. 168). Note (3): The special funds for industrial transformation and upgrading obtained according to the Notice of the Shenzhen Economic and Trade and Informatization Commission on the “Application of 2018 Annual Industrial Transformation and Upgrading Special Funds for Developing Industrial Zone of Community Joint-stock Companies” (Shen Jingmao Xinxi Guihua Zi [ 2017] No. 243) Note (4): The 2018 annual industrial transformation and upgrading special fund and innovation rewards obtained according to the Notice issued by the Shenzhen Economic and Trade Information Commission, on the publicity of projects to be funded by 2018 annual industrial transformation and upgrading of special fund (Shen Jingmao Xinxi Xinxing Zi [ 2018] No. 208). Note (5): Special Fund for the Development of Independent Innovation Industry, Nanshan District, obtained according to the “Management Measures for Special Funds for Independent Innovation Industry Development in Nanshan District (Trial)” (Shen Nan Fuban Gui [2018] No. 3).issued by the Office of the People's Government of 103 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Nanshan District, Shenzhen. Note (6): Fund for Informatization and Industrialization Integration project obtained according to the “Shenzhen City Industrial Transformation and Special Fund Management Measures” (Shen Caigui [2016] No. 9), issued by Shenzhen Municipal Finance Committee and the Shenzhen Municipal Commission of Economy, Trade and Information Technology. Note (7): International Trade Development Fund granted by Shenzhen Municipal Government, obtained according to the “Notice on the Relevant Work on the Special Fund for Foreign Economic and Trade Development in 2017” issued by the Ministry of Commerce (Shang Caihan [2017] No. 314) and “Implementation Rules for the Administration of Funds for Enhancing International Operational Capabilities of Less than US$65 Million” issued by the Municipal Economic and Trade Information Committee and the Municipal Finance Committee (Shen Jingmao Xinxi Yusuan Zi[2015] No. 180). Note (8): Patent award obtained according to the “Decision on the Award of the 18th China Patent Award” issued by the State Intellectual Property Office (Guo Zhi Fa Guan Zi [2016] No. 95). Note (9): Project funding for the Economic Development Special Fund Standardization Strategic Project in the first half of 2018, Guangming New District, the International Certification Project and activity support for economic and trade exhibition funded by Economic Development Special Fund in Guangming District. Funds are obtained according to the “Guangming New District Economic Development Special Fund Management Measures and Supporting Implementation Rules” issued by the Shenzhen Guangming New District Management Committee (Shen Guanggui [2017] No. 16) Note (10): 2017 Guangming New District Economic Development Special Fund for R&D Investment and activity support for Domestic Trade Exhibition obtained according to "Shenzhen Guangming New District Economic Development Special Fund Management Measures and Supporting Implementation Rules" (Shen Guang Gui [2017] No. 16) issued by Shenzhen Guangming New District Management Committee. Note (11): The second batch of Shenzhen City e-commerce development special fund project award in 2018 obtained according to “Notice of the Municipal Economic and Trade Information Commission on the Public Announcement of the Second Batch of Shenzhen E-Commerce Development Special Fund Projects” issued by the Shenzhen Economic and Trade Information Commission (Shen Jingmao Xinxi Shengchan Zi [2018] No. 100) Note (12): Subsequent subsidies for corporate research and development grants obtained according to the "Shenzhen City-level Industry Special Funds Disbursement Operation Regulations" (Shen Caike [2010] No. 173) and "Release of" (Shen Caike [2012] No. 1) issued by Shenzhen Municipal Science and Technology Innovation Committee. Note (13): Special funds for Nanshan district independent innovation industry development obtained according to “Nanshan District Independent Innovation Industry Development Special Fund Management Measures (Trial)” issued by the Office of the People's Government of Nanshan District, Shenzhen (Shennan Fuban Gui [2017] No. 2) 104 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Note (14): Patent award obtained according to “Notice of the Shenzhen Municipal Market and Quality Supervision Commission on distributing the Fifth Guangdong Patent Award and the 19th China Patent Award for Guangdong Province Intellectual Property Support A Note(15): Fund for Enterprise Intellectual Property Management Standard Certification obtained according to “Shenzhen Municipal People's Government of Shenzhen Municipality’s notice on Several Measures for Promoting Scientific and Technological Innovation" issued by the Shenzhen Municipal Market and Quality Supervision and Management Committee (Shenfa [2016] No. 7) and the Shenzhen Municipal People's Government of Shenzhen Municipal Committee of the Communist Party of China Printing and Distributing the Notice on Several Measures to Support Enterprises to Enhance Their Competitiveness (Shenfa [2016] No. 8) Note (16): 2018 Small and Medium Enterprises Development Special Fund (Under “Innovation and Entrepreneurship” Strategy), Enterprise Domestic Market Development Project Funding, obtained according to the "Interim Measures for the Administration of Special Funds for the Development of Private and SMEs in Shenzhen" issued by Shenzhen Municipal Commission of Economy, Trade and Information and Shenzhen Municipal Finance Committee (Shen Jingmao Xinxi Gui [2017] No. 8), and “The Detailed Rules for the Implementation of the Special Demonstration Fund for the Small and Medium Enterprise Entrepreneurship Innovation Base in Shenzhen” issued by Shenzhen Economic and Trade and Information Commission (Shen Jingmao Xinxi Zhongxiao Zi [2016] No. 217). VII. Changes of consolidation scope 1. Changes of consolidation scope for other reasons On 9 March, 2018, World Watches International obtained the company revocation announcement (No. 1554) issued by the Hong Kong Companies Registry. At the end of the period, the Company did not include it in the scope of consolidation. VIII. Equity in other entities 1. Equity in subsidiaries (1) Structure of enterprise group Main Shareholding ratio% Place of Nature of Name of subsidiary business Ways acquired registration business Direct Indirect location HARMONY Company Shenzhen Shenzhen Commerce 100.00 - Establishment or investment 105 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Main Shareholding ratio% Place of Nature of Name of subsidiary business Ways acquired registration business Direct Indirect location Manufacturing Company Shenzhen Shenzhen Manufacture 90.00 10.00 Establishment or investment FIYTA Hong Kong Hong Kong Hong Kong Commerce 100.00 - Establishment or investment Station 68 Hong Kong Hong Kong Commerce - 60.00 Establishment or investment Harbin Company Harbin Harbin Commerce 100.00 - Establishment or investment Technology Company Shenzhen Shenzhen Manufacture 100.00 - Establishment or investment TEMPORAL Company Shenzhen Shenzhen Commerce 100.00 - Establishment or investment Emile Choureit Shenzhen Shenzhen Shenzhen Commerce 100.00 - Establishment or investment Company FIYTA Sales Company Shenzhen Shenzhen Commerce 100.00 - Establishment or investment Business combination under Hengdarui Company Shenyang Shenyang Commerce 100.00 - common control Business combination not under Swiss Company Switzerland Switzerland Commerce - 100.00 common control 2. Equity in joint arrangement or associates (1) Significant associates Principal place Registration Shareholding ratio (%) Accounting treatment Name Business nature of business place Direct Indirect for associates Shanghai Watch Shanghai Shanghai Manufacture 25.00 - Equity method (2) Principal financial information of significant associate company: Balance as of 31 Dec 2018 Balance as of 1 Jan 2018 Item or 2018 or 2017 Current assets 99,901,286.09 88,035,307.16 Non-current assets 15,459,207.08 17,515,363.92 Total assets 115,360,493.17 105,550,671.08 Current liabilities 10,833,917.48 5,527,973.92 Non-current liabilities - - 106 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Balance as of 31 Dec 2018 Balance as of 1 Jan 2018 Item or 2018 or 2017 Total liabilities 10,833,917.48 5,527,973.92 Minority shareholders’ interests - - Owners’ equity attributable to parent company 104,526,575.69 100,022,697.16 Share of net assets calculated as shareholding 26,131,643.92 25,005,674.29 percentage Adjustment matters - Goodwill - - - Unrealized profit or losses from internal transaction - - - Others - - Book value of investment to associates 44,881,063.15 43,879,518.09 Operating revenue 97,282,978.95 79,475,581.06 Net profit 4,006,180.22 1,823,572.89 Other comprehensive income - - Total comprehensive income 4,006,180.22 1,823,572.89 Dividends received from associated company during - - the year IX. Risk related to financial instruments Main financial instruments of the Company include monetary fund, note and accounts receivable, other receivables, available-for-sale financial assets, equity investment, note and accounts payable, other payables, and loans etc. Details of financial instruments refer to related items in Note VI. The risks associated with these financial instruments and the risk management policies adopted by the Company to mitigate these risks are described below. The management of the Company manages and monitors these exposures to ensure that the above risks are controlled in a limited extent. The Company adopts sensitivity analysis technique to analyse the reasonability of risk variables, impact of possible change on current profit and loss or shareholder’s equity. Since risk variables barely change in isolation, and correlation between variables have significant impact on the final amount affected by one variable, the 107 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text following content is based on the assumption that each variable changes in isolation. 1. Risk management goals and policies The goal of risk management is to keep proper balance between risk and profit, to reduce negative influence of financial risk to financial performance of the Company to the minimum and maximize the benefit of shareholders and other equity investors. Based on the goal, the fundamental risk management policies of the Company are to identify and analyse risks the Company faces, set proper acceptable risk level to manage risk, supervise various risk reliably and timely and control risk within limited range. (1) Market Risk ① Exchange rate risk Exchange rate risk refers to the risk of loss caused by exchange rate change. The main exchange rate risk the company undertakes is relevant to Hong Kong dollar and Swiss Franc. Except several subsidiaries which purchase and sell with Hong Kong dollar and Swiss Franc, other major business transactions are settled in RMB. On 31 December, 2018, except balance of following assets and liabilities shown in the table are in Hong Kong dollar, Swiss Franc and US dollar, balance of other assets and liabilities of the company are in RMB. The exchange rate risk due to these assets and liabilities with balance in foreign currency could have impact on the financial performance of the Company. Item Balance as of 31 Dec 2018 Balance as of 1 Jan 2018 Cash and bank balance 11,875,297.06 9,103,319.22 Note and accounts receivables 11,545,880.33 11,193,694.31 Prepayments 4,733,540.86 12,872,520.90 Other receivables 6,589,218.31 6,290,491.67 Note and accounts payables 2,655,278.19 1,330,403.14 Advances from customers 65,276.30 185,101.44 Other payables 489,881.07 794,190.64 Short-term loans 42,118,460.00 50,990,510.00 Non-current liabilities due within one year 347,470.00 - Long-term loans 4,517,110.00 5,008,425.00 The Company closely monitors the impact of exchange rate changes on the Company's foreign exchange risk. The Company has not taken any measures to avoid foreign exchange risks. 108 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Foreign exchange rate risk sensitivity analysis: Foreign exchange rate risk sensitivity analysis assumption:all the hedges of the net investment in an overseas operation and cash flow hedging are highly effective. Under this assumption, controlling other variables, the pre-tax impact on current profit and shareholders’ equity due to reasonable change of exchange rate, are shown as following. 2018 2017 Impact on Impact on Item Fluctuation in exchange rate Impact on profit shareholders’ Impact on profit shareholders’ equity equity Appreciate against RMB by 593,764.85 593,764.85 455,165.96 455,165.96 Cash and bank 5% balance Depreciate against RMB by -593,764.85 -593,764.85 -455,165.96 -455,165.96 5% Appreciate against RMB by 577,294.02 577,294.02 559,684.72 559,684.72 Note and account s 5% receivables Depreciate against RMB by -577,294.02 -577,294.02 -559,684.72 -559,684.72 5% Appreciate against RMB by 236,677.04 236,677.04 643,626.05 643,626.05 5% Prepayments Depreciate against RMB by -236,677.04 -236,677.04 -643,626.05 -643,626.05 5% Appreciate against RMB by 329,460.92 329,460.92 314,524.58 314,524.58 5% Other receivables Depreciate against RMB by -329,460.92 -329,460.92 -314,524.58 -314,524.58 5% Appreciate against RMB by -132,763.91 -132,763.91 -66,520.16 -66,520.16 Note and accounts 5% payables Depreciate against RMB by 132,763.91 132,763.91 66,520.16 66,520.16 5% Advances from Appreciate against RMB by -3,263.82 -3,263.82 -9,255.07 -9,255.07 customer 5% 109 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 2018 2017 Impact on Impact on Item Fluctuation in exchange rate Impact on profit shareholders’ Impact on profit shareholders’ equity equity Depreciate against RMB by 3,263.82 3,263.82 9,255.07 9,255.07 5% Appreciate against RMB by -24,494.05 -24,494.05 -39,709.53 -39,709.53 5% Other payables Depreciate against RMB by 24,494.05 24,494.05 39,709.53 39,709.53 5% Appreciate against RMB by -2,105,923.00 -2,105,923.00 -2,549,525.50 -2,549,525.50 5% Short-term loans Depreciate against RMB by 2,105,923.00 2,105,923.00 2,549,525.50 2,549,525.50 5% Appreciate against RMB by -17,373.50 -17,373.50 - - Non-current liabilities 5% due within one year Depreciate against RMB by 17,373.50 17,373.50 - - 5% Appreciate against RMB by -225,855.50 -225,855.50 -250,421.25 -250,421.25 5% Long-term loans Depreciate against RMB by 225,855.50 225,855.50 250,421.25 250,421.25 5% ②Interest risk-risk of change in cash flow The risk of change in cash flow in the Company due to the change of interest rate is mainly relevant to floating interest rate bank loans. The strategy of the Company is to maintain the floating rate of these loans. Interest rate sensitivity analysis: Interest rate sensitivity analysis is based on following assumption: The income and expense of financial instruments with variable interest rate is influenced by change of market interest rate For fixed interest rate financial instruments measured by fair value, change of market interest rate only influences the interest income and expense 110 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text For derivative financial instruments that designated as hedging instruments, change of market interest rate influence the fair value and interest rate hedging is estimated to be highly effective The change in fair value of derivative financial instruments and other financial assets and liabilities is calculated with market interest rate on balance sheet date under discount cash flow method On the basis of above assumptions, with other variables not changed, the pre-tax impact on current profit and shareholders’ equity due to reasonable change of interest rate is as follows: On December 31, 2018, the Company did not have a loan with floating interest rate (On 31 December 2017, if the borrowing rate calculated with floating interest rate increases of decreases by 50 basis points, and other factors remain unchanged, the net profit and shareholders’ equity was estimated to decrease or increase by around RMB326,300 yuan) ③Other price risk. Available-for-sale financial assets held by the Company are measured at cost on balance sheet date, so there is no price risk to be disclosed (2) Credit risk The biggest credit risk exposure which possibly leads to financial loss of the Company on 31 December 2018 is default of contract obligation of transaction counterparty, which may lead to the loss on financial assets of the Company. Specifically, it includes the book balance of financial assets recognized in consolidated balance sheet and the failure of not setting any guarantees to any other credit risks that the Company may bear. To reduce credit risk, based on the financial status of debtor, external rating, guarantee possibility, credit record gained from the third party and other factors including current market status and that the Company evaluates credit qualification of debtor and set corresponding debt limit and credit period. The Company will regularly supervise credit record of debtor. For debtor with bad credit record, the Company will ensure the whole credit risk of the Company within controllable range in the forms of written reminder letter, reducing credit period and cancelling credit period. Additionally, the Company examines the collection of receivables on every balance sheet date to ensure sufficient provision for bad debts. Hence, the management of the Company suppose that the credit risk undertaken by the Company has been reduced significantly. The working capital of the Company is deposited in bank with high credit rating, so the credit risk of working capital is low. For amount of accounts receivable, the amount of top 5 accounts receivable accounts for 17.13% of total accounts receivable of the Company. In other receivables, the amount of top 5 accounts receivable accounts for 22.73% of total other receivable of the Company. (3) Liquidity risk In managing liquidity risk, the Company keeps the cash and cash equivalents that the Company deems sufficient 111 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text and controls them to meet operating needs, reduce influence of cash liquidity fluctuation. The Company management monitors the use of bank loans and ensures to comply with borrowing agreement. The main source of capital is generated by the cash from Company’s business operations and bank loans. As at 31 December 2018, bank borrowing facility that the Company has not yet used is about RMB1,981,030,000(31 December 2017: RMB2,723,970,000). The maturity of financial assets and financial liabilities held by the Company according to the undiscounted remaining contractual obligations is as follows (Unit: in RMB ten thousands): Item Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total Financial assets: Cash and bank balance 16,482.81 - - - 16,482.81 Note and accounts receivables 38,848.67 - - - 38,848.67 Incl: Notes receivable 705.18 - - - 705.18 Accounts receivable 38,143.49 - - - 38,143.49 Other receivables 4,824.95 - - - 4,824.95 Total financial assets 60,156.43 - - - 60,156.43 Financial liabilities: Short-term loans 54,711.85 - - - 54,711.85 Note and accounts payables 25,991.36 - - - 25,991.36 Incl: Accounts payable 25,991.36 - - - 25,991.36 Other payables 7,181.99 - - - 7,181.99 Incl: Interest payable 77.23 - - - 77.23 Other payables 7,104.76 - - - 7,104.76 Non-current liabilities due in one 34.75 - - - 34.75 year Long-term loan - 34.75 34.75 382.21 451.71 Financial guarantee 26,711.85 - - - 26,711.85 Total of financial liabilities 114,631.80 34.75 34.75 382.21 115,083.51 112 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total and contingent liabilities 2. Transfer of financial assets (1) Notes receivable that have been endorsed at the end of the year and have not expired on the balance sheet date Amount derecognized at the end of Amount not derecognized at the end of Item 2018 2018 Banker's acceptance bill 1,294,584.13 - X. Fair value 1. Financial assets and liabilities measured at fair value On 31 December 2018, the Company did not have assets and liabilities measured at fair value. 2. Financial assets and liabilities not measured at fair value The Company’s financial assets and financial liabilities measured at amortized cost mainly include: cash and bank balances, note and accounts receivables, other receivables, short-term loans, note and accounts payables, other payables, and long-term loans, etc… The difference between the book value and fair value of financial assets and liabilities that are not measured at fair value is small. XI. Related party relationship and transactions 1. Details of the parent company of the Company Shareholding ratio of Registration Ratio of vote right of parent Name Type of business Registered capital parent company to the place company to the Company% Company % Investment in industries, domestic China National Shenzhen trade, material 1,166,161,996 37.15 37.15 Aviation Group supply and distribution Note: CATIC Shenzhen Company holds 33.93% shareholding of China National Aviation Group. CATIC Shenzhen Company is a wholly owned subsidiary of China Aero Space International Holdings Limited (CASI), and China 113 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Aviation Industry Corporation (AVIC) directly holds 62.52% of the equity of CASI. Therefore, the ultimate controlling party of the Company is AVIC. 2. Subsidiaries Details of subsidiaries refer to Note VIII.1 “Equity in subsidiary”. 3. Joint venture and association Details of joint ventures and associates refer to NoteVIII.2 “Equity in joint arrangement or joint venture”. 4. Other related parties Name Relationship with the Company Shenzhen CATIC Property Management Limited ( CATIC Property Management) Controlled by the same party Shenzhen CATIC Building Equipment Co., Ltd. ( CATIC Building Company) Controlled by the same party Rainbow Department Store Co., Ltd. (Rainbow Department Store ) Controlled by the same party Shennan Circuits Co., Ltd. ( Shennan Circuits ) Controlled by the same party CATIC Real Estate Company Controlled by the same party AVIC Securities Co., Ltd. ( AVIC Securities Company) Controlled by the same party Xi’an Skytel Hotel Co., Ltd. (Skytel Hotel) Controlled by the same party Shenzhen CATIC City Real Estate Development Co., Ltd. ( CATIC City Real Estate Company) Controlled by the same party Shenzhen CATIC City Development Co., Ltd. ( CATIC City Development Company) Controlled by the same party CATIC Guanlan Property Development Co., Ltd. (CATIC Guanlan Property) Controlled by the same party CATIC Changtai Investment Development Co., Ltd. (CATIC Changtai Company ) Controlled by the same party Shenzhen CATIC Jiufang Asset Management Limited (CATIC Jiufang Asset Mgmt Company) Controlled by the same party Shenzhen CATIC City Investment Co., Ltd (CATIC City Investment) Controlled by the same party AVIC Training Center Controlled by the same party Ganzhou CATIC 9 Square Trading Co, Ltd (Ganzhou 9 Square Company) Controlled by the same party CATIC City Estate (Kunshan) Co, Ltd (Kunshan Company) Controlled by the same party Shenzhen CATIC Huacheng Real Estate Development Co, Ltd (CATIC Huacheng Company) Controlled by the same party AVIC Finance Co., Ltd. (AVIC Finance Company) Controlled by the same party Shenzhen AVIC Security Service Co., Ltd ( AVIC Security Service)) Controlled by the same party Shenzhen AVIC Property Asset Management Co., Ltd.(AVIC Property Asset Management) Controlled by the same party Jiujiang 9 Square Business Management Co., Ltd (Jiufang Business Management) Controlled by the same party 114 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Name Relationship with the Company Shenzhen CATIC Grand Skylight Hotel Co., Ltd (Grand Skylight Hotel) Controlled by the same party Shenzhen CATIC City Parking Management Co, Ltd (CATIC City Parking Management Company) Controlled by the same party Shenzhen Grand Skylight Hotel Management Co., Ltd (Grand Skylight Hotel Management Controlled by the same party Company) Shenzhen CATIC Technical Testing Institute ( CATIC Technical Testing Institute) Controlled by the same party Gongqingcheng CATIC Culture Investment Co., Ltd ( Gongqingcheng CATIC Culture Investment Controlled by the same party Company) AVIC-INTL Project Engineering Co., Ltd (AVIC-INTL Project Engineering Company) Controlled by the same party Shenzhen CATIC Property Development Co., Ltd (CATIC Property) Controlled by the same party Jiujiang CIATIC City Real Estate Development Co., Ltd (Jiujiang CATIC Real Estate Company) Controlled by the same party Huang Yongfeng Key management member Wang Mingchuan Key management member Fu Debin Key management member Xiao Zhanglin Key management member Wang Bo Key management member Chen Libin Key management member Wang Jianxin Key management member Zhong Hongming Key management member Tang Xiaofei Key management member Wang Baoying Key management member Sheng Qing Key management member Zou Zhixiang Key management member Lu Bingqiang Key management member Lu Wanjun Key management member Liu Xiaoming Key management member Pan Bo Key management member Li Ming Key management member Chen Zhuo Key management member 115 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Name Relationship with the Company Zhang Hongguang Key management member Zhang Shunwen Key management member Wang Yan Key management member Wang Jingqi Key management member 5. Transactions with related parties (1) Related transactions for the purchase and sale of goods, provision and receipt of services ①Purchasing goods and receiving services Related party Type of transaction 2018 2017 CATIC Property Management Property management 8,208,102.96 8,243,916.72 Department store expenses/ Rainbow Department Store 5,865,816.91 5,868,872.26 Commodity purchase AVIC Training Center Training 273,596.25 - AVIC Technical Testing Institute Testing - 3,207.55 Shennan Circuits Material purchase 29,914.50 4,273.50 Ganzhou 9 Square Company Department store expenses 177,372.93 - CATIC City Estate (Kunshan) Company Department store expenses 76,674.66 - Jiufang Business Management Department store expenses 58,322.11 - ②Selling products and providing services Related party Type of transaction 2018 2017 Rainbow Department Store Product sales and services 71,764,856.50 77,301,661.83 Grand Skylight Hotel Management Product sales and services 5,982.91 6,837.60 Company Ganzhou 9 Square Company Product sales and services 960,563.85 1,763,367.26 Shennan Circuits Material sales and services 5,883,132.72 3,810,125.07 Gongqingcheng CATIC Culture Investment Product sales 655,161.45 - Company AVIC-INTL Product sales 10,215.52 - CATIC City Estate Company Product sales 4,051.28 - 116 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Related party Type of transaction 2018 2017 AVIC-INTL Project Engineering Company Product sales 15,351.72 - (2) Lease between related party ①The Company as a lessor Recognized rental income in Recognized rental income Lessee Type of leased assets current year in prior year CATIC Property Management Property 6,997,899.09 6,761,603.07 Skytel Hotel Property 4,190,476.18 4,190,476.18 CATIC Real Estate Company Property 1,813,948.87 1,719,424.99 CATIC City Investment Property 364,293.91 1,154,505.27 AVIC Securities Company Property 1,231,342.83 1,182,657.15 CATIC City Real Estate Company Property 342,330.05 702,125.82 Rainbow Department Store Property 529,166.26 532,715.48 CATIC Huacheng Company Property 257,234.48 404,075.33 Jiufang Asset Mgmt Company Property 1,560,410.13 392,865.14 AVIC Security Service Property 1,160,868.75 618,958.25 CATIC Guanlan Property Property 119,748.00 98,012.11 AVIC Property Asset Management Property 57,154.70 132,279.06 CATIC City Development Company Property 2,428.57 27,131.52 CATIC Real Estate Company Property 165,612.56 - CATIC City Parking Management Company Property 9,916.44 - ②The Company as a lessee Rental expenses charged in Rental expenses charged in Lessor Type of leased assets current year prior year Ganzhou 9 Square Company Property 894,582.84 1,053,882.06 CATIC Changtai Company Property - 244,255.29 CATIC City Estate (Kunshan) Company Property 156,942.79 211,572.02 117 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Jiufang Business Management Property 337,541.02 334,028.93 (3) Related party funds lending Recognized interest Related Party Amount Effective date Expiring date expenses in current year Borrowing: AVIC Finance Company 150,000,000.00 2018-5-14 2019-5-14 3,805,804.17 (4) Benefit for key management members Item 2018 2017 Remuneration for key management members 13,123,100.00 13,564,900.00 (5) Other related transactions The year-end balance of the Company’s cash was RMB128,255,699.54, which was deposited with AVIC Finance Company. Interests received from the deposit during the year were RMB365,094.51. 6. Receivables from and payables to related parties (1) Receivables 31 Dec 2018 1 Jan 2018 Item Carrying amount Bad debt Carrying amount Bad debt provision Provision Accounts receivable: Rainbow Department Store 2,305,867.79 115,293.39 1,782,356.36 89,117.82 Shennan Circuits 1,659,077.38 82,953.87 786,443.94 39,322.20 Ganzhou 9 Square Company 4,000.00 200.00 115,742.00 5,787.10 Gongqingcheng CATIC Culture Investment 28,269.36 1,413.47 - - Jiufang Business Management Company 4,288.00 214.40 - - AVIC Securities Company 101,428.57 5,071.43 - - CATIC City Real Estate Company 3.00 0.15 - - CATIC Jiufang Asset Mgmt Company 33,331.01 1,666.55 - - CATIC Guanlan Property 8,315.43 415.77 - - 118 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 31 Dec 2018 1 Jan 2018 Item Carrying amount Bad debt Carrying amount Bad debt provision Provision CATIC Real Estate Company 148,915.46 7,445.77 - - CATIC Property Management 0.52 0.03 - - Total: 4,293,496.52 214,674.83 2,684,542.30 134,227.12 Notes receivable: Shennan Circuits - - 2,398,579.72 - Total - - 2,398,579.72 - Other receivables: Rainbow Department Store 761,860.00 38,093.00 832,774.30 41,638.72 CATIC Property Management 10,100.00 505.00 100.00 5.00 Ganzhou 9 Square Company 122,665.60 6,133.28 122,665.60 6,133.28 Jiujiang CATIC Estate Company - - 50,000.00 2,500.00 CATIC City Estate (Kunshan) Company 50,400.00 2,520.00 35,000.00 1,750.00 Grand Skylight Hotel 32,000.00 1,600.00 32,000.00 1,600.00 AVIC Training Center - - 150,000.00 7,500.00 CATIC Building Company - - 126,598.73 6,329.94 Gongqingcheng CATIC Culture Investment 5,500.00 275.00 - - Jiufang Business Management 50,000.00 2,500.00 - - CATIC Real Estate Company 54,923.00 2,746.15 - - AVIC-INTL 11,101.80 555.09 - - Total 1,098,550.40 54,927.52 1,349,138.63 67,456.94 (2) Payables Item 31 Dec 2018 1 Jan 2018 Accounts Payable: CATIC Building Company 24,000.00 24,000.00 CATIC Property Management 40,821.05 40,821.05 119 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item 31 Dec 2018 1 Jan 2018 Total 64,821.05 64,821.05 Advances from customers: CATIC Real Estate Company - 148,915.46 CATIC Guanlan Property - 8,315.43 CATIC Jiufang Asset Mgmt Company - 33,331.01 AVIC Securities Company - 101,428.57 Total - 291,990.47 Other payables: CATIC Property Management 1,131,164.13 472,032.00 CATIC Real Estate Company 442,407.92 442,407.92 CATIC City Investment Company 309,732.00 309,732.00 AVIC Securities Company 213,000.00 213,000.00 CATIC Building Company 116,960.23 89,289.47 CATIC City Real Estate Company 99,052.32 99,052.32 CATIC Huacheng Company 73,819.68 73,819.68 CATIC Jiufang Asset Mgmt Company 378,483.84 66,666.60 Rainbow Department Store 60,000.00 60,000.00 CATIC City Development Company - 5,100.00 CATIC Changtai Company 4,064.81 4,064.81 CATIC Real Estate Company 51,014.88 - CATIC Guanlan Property 25,401.60 - AVIC Security Service 10,533.44 - Ganzhou 9 Square Company 3,446.22 - Shennan Circuits 150,000.00 - Total 3,069,081.07 1,835,164.80 120 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text XII. Commitments and contingencies 1. Significant commitments (1) Operating lease commitment As of the balance sheet date, the irrevocable operating lease contracts signed by the Company are as follows: Item 31 Dec 2018 1 Jan 2018 Minimum lease payment for irrevocable operating lease: The 1st year after the balance sheet date 54,382,100.37 29,799,099.00 The 2nd year after the balance sheet date 28,501,337.58 14,570,632.00 The 3rd year after the balance sheet date 12,406,400.37 7,533,388.00 Years in arrears 9,533,027.43 1,121,206.00 Total 104,822,865.75 53,024,325.00 (2) Other commitments As of 31 December, 2018, the Company has no commitment that shall be disclosed. 2. Contingencies (1) Contingent liabilities and financial influence formed by providing liability guarantee to other units Refer to Note XIV. 2 for details of guarantee between parent company and subsidiaries. (2) Other contingent liabilities and its financial influence As of 31 December 2018, there is no other contingency that shall be disclosed by the Company. XIII. Post balance sheet date events 1. Restricted stock incentive plan In 2018, the Company implemented a restricted stock incentive plan (the “Incentive Plan”) to motivate and reward individuals who contribute to the Company's operations. Incentives include company’s directors, senior management, middle management, core technical staff and senior management and core backbone of subsidiaries. On 11 January, 2019, after the first extraordinary general meeting of 2019 and the fifth meeting of the ninth board of directors, the Company intends to grant 4,224,000 A-share restricted shares to 128 incentive individuals at a price of RMB4.40 per share. As of 11 January, 2019 (grant date), the actual number of individual received the grant was 128, and a total of 4,224,000 restricted stocks were granted. The total amount of subscriptions received by the incentive individuals was RMB18,585,600.00, of which RMB4,224,000.00 increased share capital and RMB14,361,600.00 was included in capital reserve (share premium). 121 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text The incentive program is valid for 5 years (60 months), including a lock-up period of 2 years (24 months) and an unlock period of 3 years (36 months). 2. Profit distribution The resolution of 2018 profit distribution proposal has been passed on the 6th Board Meeting of the 9th Board of Directors on 13 March 2019. It proposed to distribute cash dividend of RMB2.00 (tax inclusive) for every 10 shares held by shareholders based on the total 438,744,881 shares as at 31 December 2018. Cash dividend that proposed to be distributed amounts to RMB87,748,976.20, no bonus shares and no capitalization of reserves. The proposal is subject to approval from Annual General Shareholders’ Meeting. 3. Impact of the implementation of the new accounting standards from 1 January, 2019 On 31 March, 2017, the Ministry of Finance issued the "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments (Revised in 2017)" (Caikuai [2017] No. 7) and "Accounting Standards for Business Enterprises No. 23" Transfer of Financial Assets (Revised in 2017) (Caikuai [2017] No. 8), "Accounting Standards for Business Enterprises No. 24 - Hedge Accounting (Revised in 2017)" (Caikuai [2017] No. 9), and issued the “Accounting Standards for Business Enterprises No. 37 – Financial Instruments Presentation (Revised in 2017)” (Caikuai [2017] No. 14) in 2 May, 2017, (the above-mentioned standards are collectively referred to as the “New Financial Instruments Standards”), and the domestic list companies shall adopt the new guidelines from 1 January, 2019. The Company will implement the above New Financial Instruments Standards from 1 January, 2019, and will change the relevant accounting policies in accordance with the New Financial Instrument Standards. The following are the main contents of the accounting policy changes that will be involved: All financial assets currently recognized shall be subsequently measured at amortised cost or fair value under the New Financial Instrument Standards. On the implementation date of the New Financial Instrument Standards, the business model of managing financial assets is evaluated based on the facts and circumstances of the Company on the day, and the contractual cash flow characteristics on the financial assets are evaluated based on the facts and circumstances at the initial confirmation of the financial assets. Financial assets are classified into three categories: measured at amortised cost, fair value through other comprehensive income, and fair value through profit or loss. When fair value through other comprehensive income equity instrument is derecognised, the accumulated gain or loss previously recognised in other comprehensive income shall be transferred from other comprehensive income to retained earnings, but not included in current profit and loss. Under the New Financial Instrument Standard, the Company adopts expected credit losses model to make provision and recognize impairment of credit losses for financial assets measured at amortized cost, debt instrument investments measured at fair value through other comprehensive income, lease receivables, contract assets and the financial guarantee contract. 122 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 4. Other significant non-adjusting events after balance sheet date (1) On 13 March, 2019, approved by the 6th meeting of the 9th Board of Directors of the Company, the Company intends to apply credit facility for no more than RMB900,000,000 from banks in various ways including credit, guarantee and mortgage in 2019. The above-mentioned proposal of the total credit line of the bank is subject to the approval of the general meeting of the Company. (2) On 13 March, 2019, approved by the 6th meeting of the 9th Board of Directors of the Company, the Company intends to apply for a guarantee loan of not exceeding RMB 600,000,000 for the wholly owned subsidiary at relevant banks in 2019. The line of credit is included in the actual line of bank loans applied by the Company in 2019, which is RMB 900,000,000. The above guarantee amount is subject to the approval of the general meeting of the Company. XIV. Other significant events 1. Deregistration of subsidiary Station 68 Company is going through the deregistration procedure and has not finished until 31 December 2018 2. Guarantee situation In 2018, the Company and China Merchants Bank Co., Ltd. Shenzhen Branch signed a credit facility agreement with a credit limit of RMB200,000,000. The Company's subsidiary, Harmony Company, provided guarantee, and the guarantee method is joint liability guarantee. The guarantee period is from the date of the guarantee agreement (2 July, 2018) to each debt maturity date under the credit agreement plus three years. The agreement credit limit is valid from 18 June, 2018 to 17 June, 2019. As of 31 December, 2018, the total balance of loans under the credit agreement was RMB110,000,000. In May 2018, the Company and China Agricultural Bank of China Shenzhen Central Branch signed a comprehensive credit facility agreement with a credit limit of RMB200,000,000 (can be used in form of bank loan, bank guarantee etc…). The credit limit is valid from 21 May 2018 to 21 May 2019. As of 31 Dec 2018, balance of bank loans under this facility was RMB10,000,000. In November 2018, the Company applied to open a RMB80,000,000 performance guarantee letter with joint liability. The beneficiaries of the performance guarantee letter are suppliers of HARMONY Company, one of the Company’s subsidiary. The valid period of the performance guarantee letter is from 30 December 2018 to 29 December 2019. In July 2018, the Company's subsidiary, FIYTA Hong Kong Co., Ltd. and China Trust Commercial Bank Co., Ltd. signed a credit line contract with a credit limit of HKD 40,000,000. The guarantee is provided by the Company, and the expiration date of the guarantee is 31 May, 2020. The contract maturity date is 31 May, 2020. As of December 31, 2018, the total loan balance under the credit agreement is HKD18,070,000. In December 2018, the Company's subsidiary, FIYTA Hong Kong Co., Ltd. and Nanyang Commercial Bank (China) 123 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Co., Ltd. Shenzhen Branch signed a credit line agreement with a credit limit of HKD80,000,000. The Company provided guarantee, and the guarantee method was joint liability guarantee. The term of guarantee shall be two years from the date of expiration of the repayment period of the principal claim. The credit facility is valid from 17 December, 2018 to 12 November, 2020. As of December 31, 2018, the total loan balance under the credit agreement is HKD 30,000,000. In December 2018, the Company signed a comprehensive financing contract with China Construction Bank Co., Ltd. Shenzhen Branch with a credit limit of RMB300,000,000. The Company's subsidiary, Harmony Company, provided guarantee, and the guarantee method is joint liability guarantee. The guarantee period starts from the date of the single credit extension and ends three years after the maturity of the debt. The contract credit facility is valid from 4 December, 2018 to 8 March, 2020. As of 31 December, 2018, the total loan balance under the credit agreement is RMB35,000,000. 3. Others The proposal about acquiring wholly-owned sub-subsidiary Montres Chouriet SA has been passed in the 16th Board Meeting of the eighth Board of Directors on 2 June 2017. The Company is going to acquire 100% share of Swiss Company, owned by the subsidiary of the Company, FIYTA Hong Kong. The consideration of CHF12 million was made on the basis of audited net asset as at 31 December 2016. The acquisition has not been finalized as of 31 December 2018. XV. Notes to the Company’s financial statements 1.Note and accounts receivables Item 31 Dec 2018 1 Jan 2018 Accounts receivable 737,636.38 6,832,006.11 (1) Accounts receivable ①Accounts receivable presented by categories: 31 Dec 2018 Category Book balance Provision for bad debts Carrying Amount Percentage% Amount Percentage% amount Receivables that are individually significant in - - - - - 124 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 31 Dec 2018 Category Book balance Provision for bad debts Carrying Amount Percentage% Amount Percentage% amount amount and provided for bad debt separately Receivables provided for bad debt by portfolio 776,459.35 100.00 38,822.97 5.00 737,636.38 Incl:Portfolio of aging 776,459.35 100.00 38,822.97 5.00 737,636.38 Portfolio of specific accounts - - - - - Receivables that are individually insignificant in amount but provided for bad debt - - - - - separately Total 776,459.35 100.00 38,822.97 5.00 737,636.38 (Continued) 1 Jan 2018 Category Book balance Provision for bad debt Carrying Amount Percentage% Amount Provision rate % amount Receivables that are individually significant in amount and provided for bad debt - - - - - separately Receivables provided for bad debt by portfolio 6,871,446.35 100.00 39,440.24 0.57 6,832,006.11 Incl:Portfolio of aging 788,804.75 11.48 39,440.24 5.00 749,364.51 Portfolio of specific accounts 6,082,641.60 88.52 - - 6,082,641.60 Receivables that are individually insignificant in amount but provided for bad debt - - - - - separately Total 6,871,446.35 100.00 39,440.24 0.57 6,832,006.11 A. Accounts receivable that are provided for bad debt based on aging analysis in aging portfolio: 125 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 1 Jan 2018 Aging Amount Provision Provision Rate (%) Within one year 776,459.35 38,822.97 5.00 ② Bad debt provisions accrued, received or reversed in the current period The amount of Bad debt provision accrued in current year is RMB16,073.16; The amount of the reversal of bad debt provision in current year is RMB16,690.43. ③ Top 5 accounts receivable as at the year end The amount of top 5 receivables based on year-end receivable balance is RMB776,458.78, accounts for 100% of total receivables as at 31 Dec 2018. Corresponding bad debt provision is RMB38,822.93. 2. Other receivables Item 31 Dec 2018 1 Jan 2018 Other receivables 870,739,378.37 831,952,437.86 (1) Other receivable ①Other receivables disclosed by categories: 31 Dec 2018 Category Book balance Provision for bad debt Carrying amount Amount Percentage % Amount Provision rate % Other receivables that are individually significant in amount and provided for bad - - - - - debt separately Other receivables provided for bad debt by 870,839,129.37 100.00 99,751.00 0.01 870,739,378.37 portfolio Incl:Portfolio of aging 1,426,516.07 0.16 99,751.00 6.99 1,326,765.07 Portfolio of specific accounts 869,412,613.30 99.84 - - 869,412,613.30 Receivables that are individually insignificant in amount but provided for - - - - - bad debt separately Total 870,839,129.37 100.00 99,751.00 0.01 870,739,378.37 126 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (Continued) Category 1 Jan 2018 Book balance Provision for bad debt Carrying amount Amount Percentage % Amount Provision rate % Other receivables that are individually significant in amount and provided for bad - - - - - debt separately Other receivables provided for bad debt by 832,005,502.89 100.00 53,065.03 0.01 831,952,437.86 portfolio Incl:Portfolio of aging 727,550.50 0.09 53,065.03 7.29 674,485.47 Portfolio of specific accounts 831,277,952.39 99.91 - - 831,277,952.39 Receivables that are individually insignificant in amount but provided for bad - - - - - debt separately Total 832,005,502.89 100.00 53,065.03 0.01 831,952,437.86 A. Other receivables that are provided for bad debt based on aging analysis: 31 Dec 2018 Aging Other receivable Provision Provision rate (%) Within 1 year 1,178,412.07 58,920.60 5.00 1-2 years 208,054.00 20,805.40 10.00 2-3 years - - - Above 3 years 40,050.00 20,025.00 50.00 Total 1,426,516.07 99,751.00 6.99 B. Other receivables that are provided for bad debt based on other methods: 31 Dec 2018 Portfolio of specific accounts Other receivable Provision Provision rate% petty cash advanced to 431,623.24 - - employees Subsidiary funds within the 868,980,990.06 - - 127 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text 31 Dec 2018 Portfolio of specific accounts Other receivable Provision Provision rate% scope of consolidation Total 869,412,613.30 - - Note: Based on historical experience, the Company’s receivables from petty cash advanced to employees, subsidiary funds within the scope of consolidation and sales revenue between the last settlement date of the same department store and the balance sheet date are with high recoverability and low possibility of incurring bad debt, as a result, no bad debt provisions are provided for such receivables. ②Other receivables classified by nature The nature of receivables 31 Dec 2018 1 Jan 2018 Related party balances within consolidated scope 868,980,990.06 831,217,702.17 Petty cash 431,623.24 60,250.22 Security deposit 248,104.00 352,131.00 Others 1,178,412.07 375,419.50 Total 870,839,129.37 832,005,502.89 ③Bad debt provision accrued, received or reversed in the current period The amount of Bad debt provision accrued is RMB46,685.97 in current year. There is no received or reversed of bad debt provision in current year. ④The top 5 other receivable accounts as at the year end Percentage in total closing Provision for Company name Nature Balance Aging balance of other bad and receivables (%) doubtful debts TEMPORAL Company Inter-group movement 20,819,991.24 Within 1 year 2.39 - FIYTA Sales Company Inter-group movement 229,966,446.75 Within 1 year 26.41 - HARMONY Company Inter-group movement 488,575,998.73 Within 1 year 56.10 - Hengdarui Company Inter-group movement 100,860,500.00 Within 1 year 11.58 - Emile Choureit Shenzhen Inter-group movement 28,758,053.34 Within 1 year 3.30 - Company Total — 868,980,990.06 — 99.78 - 3. Long-term equity investments 128 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text (1) Types of long-term equity investment 31 Dec 2018 1 Jan 2018 Item Book balance Provision Carrying amount Book balance Provision Carrying amount Investment in 1,331,248,590.93 1,331,248,590.93 1,331,248,590.93 - 1,331,248,590.93 subsidiaries Investment to associated and 44,881,063.15 - 44,881,063.15 43,879,518.09 - 43,879,518.09 joint venture companies Total 1,376,129,654.08 1,376,129,654.08 1,375,128,109.02 - 1,375,128,109.02 (2) Investment in subsidiaries Balance of Provision provision as Invested units 1 Jan 2018 Increase Decrease 31 Dec 2018 accrued in at 31 Dec 2018 2018 HARMONY Company 601,307,200.00 - - 601,307,200.00 - - Harbin Company 2,184,484.39 - - 2,184,484.39 - - Manufacturing Company 9,000,000.00 - - 9,000,000.00 - - Technology Company 10,000,000.00 - - 10,000,000.00 - - FIYTA Hong Kong 137,737,520.00 - - 137,737,520.00 - - TEMPORAL Company 5,000,000.00 - - 5,000,000.00 - - FIYTA Sales Company 450,000,000.00 - - 450,000,000.00 - - Hengdarui Company 36,867,843.96 - - 36,867,843.96 - - Emile Choureit Shenzhen 79,151,542.58 - - 79,151,542.58 - - Company Total 1,331,248,590.93 - - 1,331,248,590.93 - - (3) Investment to associates and joint venture companies Invested units 1 Jan 2018 Changes in 2018 129 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Investment Adjustment of income/loss other Changes of Addition Withdraw recognized under the comprehensive other equity equity method income Associates Shanghai Watch 43,879,518.09 - - 1,001,545.06 - - (Continued) Changes in 2018 Balance of Cash dividend or Invested units Provision for 31 Dec 2018 provision at 31 Dec profit announced to Other impairment 2018 be issued Associates Shanghai Watch - - - 44,881,063.15 - 4. Operating revenue and operating cost 2018 2017 Item Revenue Cost Revenue Revenue Main businesses 130,886,023.99 19,010,293.07 117,673,738.22 17,785,254.56 Other businesses 15,800.00 - 72,649.57 - Total 130,901,823.99 19,010,293.07 117,746,387.79 17,785,254.56 5. Investment income Item 2018 2017 Investment income from long-term equity investment measured by cost 143,000,000.00 117,000,000.00 method Investment income from long-term equity investment measured by 1,001,545.06 455,893.22 equity method Total 144,001,545.06 117,455,893.22 130 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text XVI. Supplementary information 1. Details of non-recurring gain or loss for the year Item Amount Note Disposal gain or loss of non-current assets -180,302.24 Overridden approval, or without official approval document, or incidental tax return or - exemption Government grants included in current profit or loss (except for the fixed or quantitative government grants, enjoyed in a consecutive way, which closely related to the enterprise 19,375,618.48 businesses and according to nation policies) Charges for the possessions of funds collected from non-monetary enterprises - Investment cost of subsidiaries, joint venture and cooperative enterprises less than the profit - incurred in identifiable net asset fair value of invested unit when investment Profit and loss of non-monetary assets exchange - Profit and loss from entrusting others to invest or manage assets - Asset impairment provision accrued due to force majeure such as natural disasters - Profit and loss of debt restructuring - Enterprise restructuring expenses, such as expenses for arranging employees, integrating - cost Profit and loss over fair value part accrued in transactions of unreasonable transaction price - Current net profit and loss of subsidiaries from business combination under common control from the - opening period to combination date Profit and loss incurred contingent matters unrelated to normal operating business - Except for effective hedging business related to normal operating business, profit and loss from changes in fair value incurred in financial assets and financial liabilities, and the - investment gain from disposal of financial assets, financial liabilities and available-for-sale financial assets Impairment provision reversal of accounts receivable under standalone impairment test 7,533,121.86 Profit and loss obtained in external entrusting loans - Profit and loss incurred in fair value change of investment property subsequently measured in - fair value mode Influence on current profit and loss caused by one-off adjustment according to requirements of - 131 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Item Amount Note laws and regulations about taxation and accounting Income from trustee fee obtained by trusting operation - Other non-operating income and expenses other than the above items 792,842.56 Profit and loss items pursuant to the definition of non-recurring profit and loss - Subtotal 27,521,280.66 Effect of income tax of non-recurring profit or loss 6,444,246.37 Effect of non-recurring profit or losses attributable to minority shareholders - (after tax) Total 21,077,034.29 Note: “+” refer to gain or income and “-” means loss or expense. The Company recognize non-recurring gain or loss according to “Interpretation Announcement to Information Disclosure of Companies with Shares Offered Publicly No. 1 – Non-recurring gain or loss” (CSRC (2008) No. 43.) 2. Return on Equity (ROE) and Earnings per share (EPS) Weighted average EPS Profit of the reporting period ROE % Basic EPS Diluted EPS Net profit attributable to ordinary shareholders of the Company 7.30 0.4190 0.4190 Net profit attributable to ordinary shareholders of the Company 6.46 0.3710 0.3710 after deducting non-recurring profit or loss Section 12 Documents Available for Inspection I. Financial Statements signed by and under the seal of the legal representative, chief accountant and accounting supervisors; II. Original of the Auditors’ Report under the seal of the accounting firm and signed by and under the seals of certified public accountants. III. Originals of all documents and manuscripts of announcements of the Company disclosed in Securities Times and Hong Kong Commercial Daily as designated by China Securities Regulatory Commission. 132 FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text Board of Directors of FIYTA HOLDINGS LTD. March 15, 2019 133