SHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 1 SHENZHEN FIYTA HOLDINGS LTD. 2009 1st Quarterly Report – Full Text §1 Important 1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of the Company hereby confirm that there are no important omissions, fictitious statements or serious misleading information carried in this report, and shall take all responsibilities, individually and/or jointly, for the authenticity, accuracy and completion of the whole contents. 1.2 The Company’s financial report of the first quarter has not been audited by the certified public accountants. 1.3. Mr. Wu Guangquan, the Company leader, Mr. Li Dehua, chief financial officer, and Mr. Hu Xinglong, the manager of the accounting department (accounting supervisor) hereby confirm the authenticity and completeness of the financial report enclosed in this quarterly report. §2 Company Information 2.1 Financial Highlights In RMB End of the report period End of the previous year Increase/Decrease (%) Total assets 1,448,500,641.99 1,441,187,545.35 0.51% Owners’ equity attributable to the parent company 684,913,826.84 670,923,545.85 2.09% Capital Stock 249,317,999.00 249,317,999.00 0.00% Net asset per share attributable to the parent company’s owner 2.75 2.69 2.23% Report period Same Period of the Previous Year Increase/decrease (%) Gross Revenue 282,119,256.95 272,661,836.59 3.47% Net profit attributable to the parent company’s owner 10,494,800.25 15,234,466.18 -31.11% Net cash flow from operating activities 81,714,990.56 -28,781,126.93 Net cash flows per share arising from operating activities 0.33 -0.12 Basic earnings per share 0.04 0.06 -33.33% Diluted profit per share 0.04 0.06 -33.33% Return on equity 1.53% 2.34% -0.81% Net assets-income ratio after deducting the non-recurring gains and loss 1.52% 2.32% -0.80% Extraordinary profit and loss items From year beginning to the end of the report periodSHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 2 Net income and expense of the business other than the above items 55,408.98 Total 55,408.98 Note to non-recurring gain and loss: Other non-operating income mainly refers to the compensation and penalty fine income received by the Company in the report period. 2.2 Total Number of Shareholders and Shares without Sales Restriction Held by Top Ten Shareholders at the End of the Report Period In shares Total shareholders at the end of the report period 28,251 Shares held by the top ten shareholders of negotiable shares without sales restriction Shareholder’s name (full name) Number of negotiable shares without sales restriction at the end of the report period Types Industrial and Commercial Bank of China – E Fund Value Based Growth Mixed Securities Investment Fund 4,601,957 RMB ordinary shares (A shares) LEHMAN BROTHERS INTERNATIONAL (EUROPE) 2,511,883 RMB ordinary shares (A shares) UBS AG 2,108,280 RMB ordinary shares (A shares) Bank of China – Huabao Industrial Power Composition Stock Type Securities Investment Fund 2,049,594 RMB ordinary shares (A Shares) HANG SENG CONSUMER SECTOR FLEXIPOWER FUND 1,522,200 B shares Agriculture Bank of China -Bank of Communications Schroder Selected Stock Securities Investment Fund 1,412,384 RMB ordinary shares (A Shares) GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 1,064,698 B shares SBCI FINANCE ASIA LTD A/C SBC HONG KONG 926,580 B shares Zhang Xiaozhai 830,000 B shares LAU,WANG 711,100 B shares §3 Important Events 3.1 Big Changes in Principal Accounting Statement Items and Financial Indexes and the Causes √ applicable □ non-applicable (1) In the report period, increase of the monetary fund by RMB 75.10 million was mainly due to increase of the cash flow arising from the Company’s operation activities; (2) In the report period, increase of the notes payable by RMB 30 million was due to increase of the domestic letter of credit with a term of half a year; (3) In the report period, increase of the available-for-sale financial assets over the year beginning by RMB 4.37 million was due to increase of the market value of the shares held by the Company. 3.2 Progress of Significant Events, its Impacts and the Solutions □ Applicable √ InapplicableSHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 3 3.3 Implementation of the Commitments of the Company, the Shareholders and the Eventual Controller √ applicable □ non-applicable Events of Commitment Description Implementation Commitment for Equity Separation Reform (1) Shenzhen CATIC Group committed that upon completion of the equity separation reform of FIYTA, the non-negotiable shares held by Shenzhen CATIC Group would not be listed with Shenzhen Stock Exchange for trading within 36 months after the day when such shares got approved for listing. (2) Within 24 months after the 3-year sales restriction term expires, in case Shenzhen CATIC Group would sell the non-negotiable FIYTA shares it was holding through listing with Shenzhen Stock Exchange, the sales price must not be lower than RMB 25.00 per share. The commitment is in process of implementation. Commencing from the date when the equity separation reform was finished to the end of the report period, Shenzhen CATIC Group has not reduced or assigned any shares with sales restriction held by Shenzhen CATIC Group. 3.4 Prediction of the possibility of the accumulated net profit from the year beginning to the end of the next report period being of loss; or warning for big changes in the net profit in comparison with the same period of the previous year and the reasons □ Applicable √ Inapplicable 3.5 Other Important Matters Necessary to be Clarified 3.5.1 Securities Investment √ applicable □ non-applicable In RMB No. Type of Securitie s Stock Code Short form of stock Initial Investment Cost (RMB) Number of shares held (shares) Book value at the end of the period (RMB) Proportion in the total securities investment at the end of the period (%) Gain and loss in the report period (RMB) 1 Corporat e shares 000543 Wanneng Power 3,000,000.0 0 1,100,000.0 0 8,910,000.00 100.00% 0.00 Other securities investment held at the end of the report period 0.00 - 0.00 0.00% 0.00 Gain/loss from investment in securities already sold in the report period - - - - 0.00 Total 3,000,000.0 0 - 8,910,000.00 100% 0.00 Note to the securities investment The Company has never invested any other securities in the past three years except 1.10 million shares of Wanneng Power bought in early years which the Company is still holding.SHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 4 3.5.2 Statement of such activities as reception, research, communication, interview in the report period In the report period, the Company received no investors for site-survey, communications by call and written consultation. 3.5.3 Notes to Other Significant Events √ applicable □ non-applicable (1) In the report period, the Company was never engaged in such activities as supply of fund to the controlling shareholders or other related parties or offered guarantee against the specified procedures; (2) In the report period, the Company neither proposed nor implemented the shareholding increase plan for the shareholders holding over 30% of the Company’s shares; (3) In the report period, the Company had no important contract necessary to be disclosed. §4 Appendix 4.1. Balance Sheet Prepared by: SHENZHEN FIYTA HOLDINGS LTD. March 31, 2009 In RMB Items Ending balance Opening balance Consolidated Parent company: Consolidated Parent company: Current assets: Monetary funds 159,454,079.72 67,849,829.42 108,233,795.73 54,938,436.99 Settlement Reserve Loans to other parties Transactional financial assets Notes receivable Accounts receivable 95,060,684.58 34,057,238.18 100,540,669.65 30,970,485.15 Advances to suppliers 16,722,162.13 20,772,416.86 Insurance premium payable Accounts receivable reinsurance Reserve for accounts receivable reinsurance Interest receivable Dividend receivable 45,838,566.24 45,838,566.24 Other receivables 25,387,686.88 313,733,316.91 19,547,646.16 328,199,004.65 Reverse repurchase agreements Inventories 631,984,963.33 64,468,700.52 677,127,363.08 70,057,384.10 Non-current assets due within a Year Other current assets 2,623,608.52 Total current assets 928,609,576.64 525,947,651.27 928,845,500.00 530,003,877.13 Non-Current Assets: Loan provision and advances Available-for-sale financial assets 8,910,000.00 8,910,000.00 4,543,000.00 4,543,000.00 Held to the due investmentSHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 5 Long term accounts receivable Long-term equity investment 7,701,374.37 336,404,374.39 7,701,374.39 336,404,374.39 Investment based real estate 176,224,400.16 176,224,400.16 177,773,318.21 177,773,318.21 Fixed assets: 259,736,353.09 246,178,834.39 262,829,687.92 249,121,975.84 Construction-in-progress Engineering supplies Disposal of fixed assets Production based biologic assets Oil and gas asset Intangible assets 12,802,383.01 12,689,183.01 12,896,865.80 12,783,665.80 Development expenses Goodwill Long-term expenses to be apportioned 43,798,907.55 12,214,717.47 35,880,151.86 10,834,367.04 Asset of deferred income tax 10,717,647.17 3,940,470.02 10,717,647.17 3,940,470.02 Other non-current assets Total non-current assets 519,891,065.35 796,561,979.44 512,342,045.35 795,401,171.30 Total assets 1,448,500,641.99 1,322,509,630.71 1,441,187,545.35 1,325,405,048.43 Current liabilities Short-term Loan: 535,000,000.00 535,000,000.00 575,000,000.00 575,000,000.00 Borrowing from the Central Bank Deposit taking and due from banks Loan from bank Transactional financial liabilities Notes payable 30,000,000.00 30,000,000.00 Accounts payable 53,545,445.16 8,596,839.91 58,809,238.66 7,827,286.28 Advance receipts 1,245,791.97 1,243,873.00 2,092,162.76 318,790.01 Payment from sale of the repurchased financial assets Service charge and commission receivable Salaries Payable to Staff 6,244,517.95 2,195,914.53 11,845,608.17 3,946,072.82 Taxes payable 3,808,668.84 7,706,626.15 -10,317,406.43 7,421,939.59 Interest payable 519,407.17 519,407.17 987,587.50 987,587.50 Dividends payable 395,426.76 395,426.76 Other payables 38,589,110.29 35,143,786.81 36,863,962.80 31,429,069.07 Accounts receivable reinsurance Insurance contract reserve Acting trading securities Acting underwriting securities Non-current Liabilities due within a Year Other current liabilities 1,546,453.73 800,000.00SHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 6 Total current liabilities 669,348,368.14 620,406,447.57 677,223,033.95 627,730,745.27 Non-Current Liabilities: Long-term borrowings 70,000,000.00 70,000,000.00 70,000,000.00 70,000,000.00 Bonds payable Long term accounts payable 10,050,000.00 50,000.00 10,050,000.00 50,000.00 Special accounts payable Predicted liabilities Liabilities of deferred income tax 1,253,186.87 1,245,174.70 371,774.70 371,774.70 Other non-current liabilities 4,300,000.00 4,300,000.00 4,050,000.00 4,050,000.00 Total non-current liabilities 85,603,186.87 75,595,174.70 84,471,774.70 74,471,774.70 Total liabilities 754,951,555.01 696,001,622.27 761,694,808.65 702,202,519.97 Owners’ equity (or shareholders’ equity): Paid up capital (or capital stock) 249,317,999.00 249,317,999.00 249,317,999.00 249,317,999.00 Capital reserve 196,575,232.65 196,575,232.65 193,081,632.65 193,081,632.65 Less: shares in stock Surplus reserve 109,362,340.60 109,362,340.60 109,362,340.60 109,362,340.60 General provision for risk Retained earnings 130,520,198.00 71,252,436.19 120,025,397.75 71,440,556.21 Cumulative translation adjustments -861,943.41 -863,824.15 Total owner’s equity attributable to the parent company 684,913,826.84 626,508,008.44 670,923,545.85 623,202,528.46 Minority shareholders’ equity 8,635,260.14 8,569,190.85 Total owners’ equity 693,549,086.98 626,508,008.44 679,492,736.70 623,202,528.46 Total liabilities and owners’ equity 1,448,500,641.99 1,322,509,630.71 1,441,187,545.35 1,325,405,048.43 4.2 Profit Statement Prepared by: SHENZHEN FIYTA HOLDINGS LTD. Jan to Mar, 2009 In RMB Items Amount in the report year Amount in the previous year Consolidated Parent company: Consolidated Parent company: I. Total business income 282,119,256.95 62,800,246.00 272,661,836.59 58,517,712.81 Including: business income 282,119,256.95 62,800,246.00 272,661,836.59 58,517,712.81 Interest income Earned premium Net service charge and commission income II. Total operating cost 268,750,958.92 63,036,129.85 251,013,448.99 53,244,949.34 Including: business income 190,048,990.92 27,055,069.99 182,511,329.41 23,299,472.55 Interest payment Service charge and commission payment Surrender value Compensation pay-out, netSHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 7 Provision of reserve for insurance contract, net Payment of Policy Dividends Reinsurance expenses Business Taxes and Surcharge 1,294,243.87 1,026,890.59 1,874,282.00 949,987.47 Sales expenses 42,383,888.56 18,916,052.79 36,390,533.52 15,449,868.36 Administrative expenses 24,866,199.10 11,482,605.18 23,791,126.07 13,708,401.53 Financial expenses 10,157,636.47 4,555,511.30 6,446,177.99 -162,780.57 Loss from impairment of assets Add: Income from change of fair value (loss is stated with “-“) Investment income (loss is stated with “-“) Including: income from investment in associates and joint ventures Exchange income (loss is stated with “-“) III. Operating Profit (loss is stated with “-“) 13,368,298.03 -235,883.85 21,648,387.60 5,272,763.47 Plus: Non-operating income 58,026.45 49,381.30 99,936.63 97,800.00 Less: Non-operating expenses 2,617.47 1,617.47 4.41 Including: Loss from disposal of non-current assets IV. Total profit (total loss is stated with “-“) 13,423,707.01 -188,120.02 21,748,319.82 5,370,563.47 Less: Income tax expense 2,729,646.34 6,235,523.07 1,100,839.82 V. Net Profit (loss is stated with “-“) 10,694,060.67 -188,120.02 15,512,796.75 4,269,723.65 Net profit attributable to the parent company’s owner 10,494,800.25 -188,120.02 15,234,466.18 4,269,723.65 Minority shareholders’ equity 199,260.42 278,330.57 VI. Earnings per share: (I) Basic earnings per share 0.04 0.06 (II) Diluted earnings per share 0.04 0.06 4.3. Cash Flow Statement Prepared by: SHENZHEN FIYTA HOLDINGS LTD. Jan to Mar, 2009 In RMB Items Amount in the report year Amount in the previous year Consolidated Parent company: Consolidated Parent company: I. Net cash flows arising from operating activities Cash received from sales of goods and supply of labor 332,831,363.29 65,195,104.61 286,506,002.68 59,888,716.37SHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 8 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 former insurance contract premium Net cash received from reinsurance business Net increase of insurance reserve and investment Net increase from disposal of transactional financial asset Cash received from interest, service charge and commission Net increase of borrowings Net increase of fund from repurchases Rebated taxes received Other operation activity related cash receipts 401,367.40 53,486,216.00 2,074,131.39 11,668,496.07 Subtotal of cash flow in from operating activity 333,232,730.69 118,681,320.61 288,580,134.07 71,557,212.44 Cash paid for purchase of goods and reception of labor services 165,409,913.05 17,129,720.48 238,281,352.42 24,456,925.13 Net increase of loans and advances to customers Net increase of due from central bank and due from banks Cash for the former insurance contract indemnity payment Cash paid for interest, service charge and commission Cash paid for insurance policy dividend Cash paid to and for staff 41,254,041.21 19,040,353.30 31,990,742.62 17,293,380.00 Taxes paid 12,583,507.26 6,548,138.76 14,203,345.11 5,229,616.60 Other business related cash payments 32,270,278.61 13,487,239.14 32,885,820.85 41,009,724.17 Subtotal of cash flow out from operating activity 251,517,740.13 56,205,451.68 317,361,261.00 87,989,645.90 Net cash flow from operating activities 81,714,990.56 62,475,868.93 -28,781,126.93 -16,432,433.46 II. Cash flows arising from investment activities: Cash received from recovery of investment Cash received from investment incomeSHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 9 Net amount of cash received from disposal of fixed assets, intangible assets and other long term assets 1,700.00 30,000.00 30,000.00 Net cash received from disposal of subsidiaries and other operating units Other investment related cash receipts 331.45 Subtotal of cash flow in from investment activity 2,031.45 30,000.00 30,000.00 Cash paid for construction/purchase of fixed assets, intangible assets and other long term assets 11,099,313.86 474,719.00 5,456,157.02 962,771.64 Cash paid for investment Net increase of hypothecated loans Net cash received from payment by subsidiaries and other operating units Other investment related cash payments Subtotal of cash flow out from investment activity 11,099,313.86 474,719.00 5,456,157.02 962,771.64 Net cash flow arising from investment activities -11,097,282.41 -474,719.00 -5,426,157.02 -932,771.64 III. Cash flows arising from fund raising activities: Cash received from absorption of investment Incl.: Cash received from subsidiaries’ absorption of minority shareholders’ investment Cash received from borrowings 140,000,000.00 140,000,000.00 90,000,000.00 90,000,000.00 Cash received from bond issuing Other fund-raising related cash receipts 30,000,000.00 Subtotal of cash flow in from fund raising activity 170,000,000.00 140,000,000.00 90,000,000.00 90,000,000.00 Cash paid for liabilities repayment 180,000,000.00 180,000,000.00 50,030,600.00 50,000,000.00 Cash paid for dividend/profit distribution or repayment of interest 9,089,757.50 9,089,757.50 5,452,252.25 5,482,852.25 Including: Dividend and profit paid by subsidiaries to minority shareholders Other fund-raising related cash payments 307,666.66 Subtotal of cash flow out from fund raising activity 189,397,424.16 189,089,757.50 55,482,852.25 55,482,852.25 Net cash flow arising -19,397,424.16 -49,089,757.50 34,517,147.75 34,517,147.75SHENZHEN FIYTA HOLDINGS LTD. 2009 1ST QUARTERLY REPORT – FULL TEXT 10 from fund-raising activities IV. Influence from change of exchange rate upon cash and cash equivalents V. Net increase of cash and cash equivalents 51,220,283.99 12,911,392.43 309,863.80 17,151,942.65 Plus: Balance of cash and cash equivalents at the beginning of the period 108,233,795.73 54,938,436.99 84,043,521.74 46,746,295.03 VI. Balance of cash and cash equivalents at the end of the period 159,454,079.72 67,849,829.42 84,353,385.54 63,898,237.68 4.4 Audit Report Auditor’s opinion: Unaudited Board of Directors of SHENZHEN FIYTA HOLDINGS LTD. Apr. 23, 2009