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飞亚达B:2018年年度报告(英文版)2019-03-15  

						FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text




                                  FIYTA HOLDINGS LTD.

                                       2018 Annual Report




                                           February, 2019




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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.




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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




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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



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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




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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



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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


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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.




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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

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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.




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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


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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.




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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.


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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



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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.




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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

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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.




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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                                                                                           /



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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




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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.



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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



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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



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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




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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




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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




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   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




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   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




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   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




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         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




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   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




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         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




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   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




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   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




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   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




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   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




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   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


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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.



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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;




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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




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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


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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.




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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



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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



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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.




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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




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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




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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.


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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



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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.



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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



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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



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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.



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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


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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



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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




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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



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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



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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.




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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



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     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




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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



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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



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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.




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(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



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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



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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.


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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


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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




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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




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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


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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



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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




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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




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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%




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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.




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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                                             -




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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




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                                                                                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.



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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




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                                                                                                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



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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


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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




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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




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         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                                                                  -                            -



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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




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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




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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



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                            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




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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



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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




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                 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




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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


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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




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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




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                    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




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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



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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



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                                                               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




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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




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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



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                                                    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




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                     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




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                      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




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                                      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:


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                                                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




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                                 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




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                                         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




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(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




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                                             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




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(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




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                                                                                      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




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                                                                                       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



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                                                                                       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




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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)



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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




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                                     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                                                                               -                                                -




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                                                          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




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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.




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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%




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                                                                           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


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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




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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



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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



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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



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                                             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



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                                          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                           -



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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




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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                      -                    -




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                                                       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




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                         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



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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).




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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.



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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)



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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             -                 -                   -                 -                  -




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                                                                                    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:




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                                                                                       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



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 (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                                        -                                    -




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                                                                                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




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    (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




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                                                                                                    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




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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                    -



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 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.




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FIYTA HOLDINGS LTD. 2018 Annual Report, Full Text




                                                           Board of Directors of
                                                          FIYTA HOLDINGS LTD.


                                                              March 15, 2019




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