FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
FIYTA HOLDINGS LTD.
2015 Annual Report
March, 2016
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Chapter 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.
Mr. Xu Dongsheng, the Company leader, Mr. Hu Xinglong, chief financial officer, and Mr. Hu Xinglong, the
manager of the accounting department (treasurer) hereby confirm the authenticity and completeness of the
financial report enclosed in this Annual Report.
With the exception of the following directors, all the other directors personally attended the Board Meeting for
reviewing the Annual Report
Posts of the directors Cause of failure in
Names of the directors failed in
failed in attending the attending the meeting Names of the attorneys
attending the meeting personally
meeting personally personally
Diao Weicheng Chairman Business trip Xu Dongsheng
Liu Aiyi Director Business trip Cao Zhen
Zhong Sijun Director Business trip Wang Mingchuan
Zhang Hong Guang Independent director Business trip Wang Yan
Any perspective description, such as 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 the Report, the Company has presented in detail the potential risks existing in the macro economy and
operation. Investors are advised to read carefully the contents concerning risk factors possibly to be confronted
with in the Company’s future development prospects and the countermeasures in Chapter 4 Management
Discussion and Analysis.
The profit distribution preplan reviewed and approved by the said board meeting is summarized as follows: With
the Company’s total share capital 438,744,881 as the base, the Company would distribute cash dividend at the
rate of CNY 1.00 for every 10 shares (with tax inclusive) and bonus share at the rate of 0 share (with tax inclusive)
to the whole shareholders and no reserves would be converted into share capital.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Table of Contents
Chapter 1 Important Notice, Table of Contents and Definitions
Chapter 2 Company Profile and Financial Highlights
Chapter 3 Business Summary
Chapter 4 Discussion and Analysis of the Management
Chapter 5 Significant Events
Chapter 6 Changes in Shares and Particulars about the Shareholders
Chapter 7 About the Preferred Shares
Chapter 8 Directors, Supervisors, Officers and Employees
Chapter 9 Corporate Governance
Chapter 10 Financial Report
Chapter 11 List of Documents Available for Inspection
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Definition
Terms to be defined Refers to Definition
This Company, the Company or Fiyta Refers to FIYTA Holdings Ltd.
AVIC International Holdings Refers to AVIC International Holdings Limited
HARMONY Refers to Shenzhen Harmony World Watches Center Co., Ltd.
Rainbow Supermarket Refers to Rainbow Supermarket Co., Ltd.
CATIC Real Estate Refers to CATIC Real Estate Co., Ltd.
CATIC Property Refers to CATIC Property Management Co., Ltd.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Chapter 2 Company Profile and Financial Highlights
I. Company Profile
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 飞亚达（集团）股份有限公司
Abbreviation of Registered
飞亚达公司
Company Name in Chinese
Company name in foreign
FIYTA HOLDINGS LTD.
language (if any)
Short form of the Company
name in foreign language (if FIYTA
any)）
Legal Representative Xu Dongsheng
Registered address: FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen
Postal Code of the
518057
Registered Address
Office Address 20th Floor, FIYTA Technology Building, Gaoxin S. Road One, Nanshan District, Shenzhen
Postal Code of the Office
518057
Address
Internet Web Site www.fiytagroup.com
E-mail investor@fiyta.com.cn
II. Liaison Persons and Communication Information
Secretary of the Board Securities Affairs Representative
Names Lu Wanjun Zhang Yong
20th Floor, FIYTA Technology Building, 20th Floor, FIYTA Technology Building,
Liaison Address Gaoxin S. Road One, Nanshan District, Gaoxin S. Road One, Nanshan District,
Shenzhen Shenzhen
Tel. 0755－86013198 0755－86013669
Fax 0755－83348369 0755－83348369
E-mail investor@fiyta.com.cn investor@fiyta.com.cn
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
III. Information Disclosure and Place where the Regular Reports are Prepared
Newspapers Designated for Disclosing the Securities Times
Information: and Hong Kong Commercial Daily
Internet Web Site Designated by China Securities
Regulatory Commission for Publishing the www.cninfo.com.cn
Company’s semi-annual report:
Place of the Company’s Semi-annual Report
Office of the Board of Directors
Prepared for Inquiry
IV. Changes in Registration
Organization Code 19218978-3
Changes in principal business activities
No change
since listing (if any)
Changes in the controlling shareholder
No change
in the past (if any)
V. Other Relevant Information
CPAs engaged
Name of the CPAs Grant Thornton Certified Public Accountants (Special General Partnership)
Office address 5th Floor, Scitech Tower, 22 Jianguomen Wai Avenue, Chaoyang District, Beijing
Names of the Certified Public
Su Yang and Chen Zhifang
Accountants as the signatories
The sponsor performing persistent supervision duties engaged by the Company in the reporting period
Duration of persistent
Name of the Sponsor Office Address Representatives
supervision
Huachuang Building, 216
Huachuang Securities Co., January 15, 2016 to
Zhonghua N. Road, Guiyang, Li Xiumin and Huang Junyi
Ltd. December 31, 2017
Guizhou Province
The financial advisor performing persistent supervision duties engaged by the Company in the reporting period
Inapplicable
VI. Summary of Accounting/Financial Data
May the Company make retroactive adjustment or restatement of the accounting data of the previous years due to change
of the accounting policy and correction of accounting errors?
No
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Year-on-year
2015 2014 2013
increase/decrease
Turnover in CNY 3,162,196,212.90 3,278,142,785.87 -3.54% 3,103,496,962.22
Net profit attributable to the
Company’s shareholders, in 121,702,057.44 145,591,136.39 -16.41% 130,125,124.48
CNY
Net profit attributable to the
Company’s shareholders less 113,441,715.91 136,799,116.72 -17.07% 127,158,503.02
the non-recurring items, in CNY
Net cash flows arising from
396,236,992.41 289,189,630.97 37.02% 79,047,490.92
operating activities, in CNY
Basic earning per share
0.3099 0.3707 -16.40% 0.3310
(CNY/share)
Diluted earning per share
0.3099 0.3707 -16.40% 0.3310
(CNY/share)
Return on equity, weighted
7.24% 8.62% -1.38% 8.69%
average (%)
Increase/decrease at
the end of the year
End of 2015 End of 2014 End of 2013
over the end of the
previous year
Total assets, in CNY 4,246,670,045.02 3,657,781,647.20 16.10% 3,558,702,591.28
Net assets attributable to the
Company’s shareholders
(owner’s equity attributable to 2,299,215,650.21 1,633,401,930.64 40.76% 1,536,434,684.56
the Company’s shareholders, in
CNY)
VII. Difference in the Accounting Data based respectively on the Chinese Accounting Standards
(CAS) and International Accounting Standards (IAS)
1. Differences in the net profit disclosed in the financial report & the net assets respectively according to the IAS
and the CAS.
Inapplicable
2. Didfferences 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
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Operating revenue 894,056,260.25 789,736,987.34 784,087,458.61 694,315,506.70
Net profit attributable to the
44,967,185.35 28,142,234.38 33,505,446.25 15,087,191.50
Company’s shareholders
Net profit attributable to the
Company’s shareholders less 44,409,083.60 27,549,001.67 31,372,100.25 10,142,734.20
the non-recurring profit and loss
Net cash flows arising from
109,358,176.80 62,895,601.76 86,981,239.77 137,001,974.10
operating activities
Does there exist significant difference in the foregoing financial data or their total sum from the relevant financial data as
disclosed in the quarterly reports and/or semi-annual report.
No
IX. Non-recurring gain/loss items and amount involved
in CNY
Amount in 2015
Items Amount in 2014 Amount in 2013 Note
Gain/loss from disposal of non-current
assets, including the part offset from the 34,435.32 -44,920.98 388,966.99
provision for impairment of assets.
Tax rebate, exemption or reduction
approved by overstepping the authority 0.00 0.00
or without official approval document
Government subsidy credited to the
current gain and loss (except the
government subsidies closely related
with the Company’s business and 10,889,579.23 10,344,542.00 3,610,593.36
enjoyable according to the unified
standard quota or fixed amount specified
by the central government).
Fund occupancy fee collected by
non-financial enterprises stated in the 0.00 0.00
gains and losses in the very period
Income from the costs of the
investments in the subsidiaries,
associates and joint ventures as
acquired less than the fair value of the 0.00 0.00
enjoyable recognizable net assets of the
investees at the time of investment
acquired.
Exchange gain/loss from non-monetary 0.00 0.00
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
assets
Gain/loss from entrusted investment or
0.00 0.00
asset management
Provision for impairment of various
assets arising from force majeure, such 0.00 0.00
as natural disaster
Gains/Losses from debts reorganization 0.00 0.00
Enterprise reorganization fees, such as
expenses for arrangement for 0.00 0.00
employees, integration fee, etc.
Gains/losses exceeding the fair value
arising from transactions with obviously 0.00 0.00
unfair prices
Net gain and loss of the subsidiary under
the common control and produced from
enterprise consolidation from the 0.00 0.00
beginning of the period to the
consolidation date
Gain and loss arising from contingent
matters irrelevant with the Company’s 0.00 0.00
normal operation business
Gain and loss from change of the fair
value arising from transactional
monetary assets, transactional financial
liabilities as held as well as the
investment income arising from disposal
of the transactional monetary assets, 0.00 0.00
transactional financial liabilities and
financial assets available for sale
excluding the effective hedging
transaction in connection with the
Company’s normal business
Reverse of the provision for impairment
of accounts receivable undergoing 0.00 0.00
impairment test individually
Gain/loss from external entrustd loan 0.00 0.00
Gain and loss arising from change in the
fair value of the investment based real
0.00 0.00
estate measured afterwards by means of
fair value model
Influence upon the current gains and 0.00 0.00
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
losses from the once-and-for-all
adjustment over the current gains and
losses according to the taxation and
accounting laws and regulations
Income from custodian charge obtained
0.00 0.00
from entrusted operation
Operating income and expenses other
-17,790.06 0.00 -153,915.17
than the aforesaid items
Other gains/losses in compliance with
1,149,979.86 0.00
the definition of non-recurring gain/loss
Less: Amount affected by the income tax 2,645,882.96 2,657,581.21 873,382.95
Amount affected by minority equity (after
0.00 5,640.77
tax)
Total 8,260,341.53 8,792,019.67 2,966,621.46 --
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
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Chapter 3 Business Summary
I. Principal Businesses in the Reporting Period
FIYTA has been concentrating itself in watch industry under the strategy of brand building, carrying forward integration
and upgrading of the key value chain, successfully constructed commercial retail network channels of seamless coverage
consisting of HARMONY, HENGLIANDA, the Sales Company (including BRAND GALLERY), e-commerce platform, etc.,,
provided the consumers with extremely thoughtful top quality services; improved R & D, design and manufacture platform
of watches, formed our own brand group with the high-end brands, FIYTA watches and fashion brands as the principal
and both the brands and products have been well upgraded.
II. Significant Changes in the Prime Assets
1. Significant Changes in the Prime Assets
Prime Assets Notes to Significant Changes
On November 11, 2015 China Securities Regulatory Commission issued the
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. Ended December 22, 2015, the
Company completed the work of non-public issuing of 45,977,011 A-shares to the
Equity Assets designated investors. After deducting the issuing costs, the net raised capital
amounted to CNY 582,924,373.62. Upon the foregoing transaction, the Company
increased the registered capital by CNY 45,977,011 with the total registered
capital turning to be CNY 438,744,881, and increased the capital reserve by CNY
536,947,362.62. The shares newly issued got listed with Shenzhen Stock
Exchange on January 15, 2016.
In the reporting year, the annex to the Company’s 1928 Building was transferred
Fixed Assets into fixed assets for accounting upon completion in construction and acceptence
inspection with total amount of CNY 38,499,050.00.
Intangible Assets No change
Construction-in-process No change
2. Main Assets Overseas
Inapplicable
III. Analysis on Core Competitiveness
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
FIYTA’s core competitiveness is a collection consisting of a set of techniques and technology which enables the Company
to provide customers with particular values, is the competitive power on which a series of products or services rely in
achieving the leading position. It consists of the ability of brand building, ability of offering top quality services, ability of
product innovation, ability of knowledge management and ability of management of strategic human resources.
In addition to the continuous consolidation of the aforegoing core ability, in the reporting period, the Company achieved
great success in construction of the technology platform and technological innovation.
Following being certified as an enterprise technology center at municipal level, the Company’s innovative design center
has been certified as an industrial design center at national level by the Ministry of Industry and Information Technology of
the People’s Republic of China and The Company has kept its leading position in the domestic watch industry. In 2015,
the Company’s invention patents and design patents won one honorable mention of Chinese patents and one honorable
mention of Chinese design respectively. The design products won “Red Star Design Award in 2015”; “ Grand Award at the
First China Light Industry Excellence Award”; “Global Final Jury of Shenzhen Design Award for Young Talents 2015”; five
awards at the 2nd China HengliBlue Light Cup Horologe Design Competition, namely one Gold, one Silver and three
Bronze Awards. In the whole, the Company applied for 1 invention patent, 7 utility model patents and 35 design patents; in
the very, 3 invention patents, 4 utility model and 25 design patents have been granted; in the reporting year, the Company
took lead or participated in preparation or revision of 6 national industrial standards; one international technical standard
the Company took lead in preparation of got promulgated and the Company took lead or participated in preparation or
revision of 6 national industrial standards.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Chapter 4 Discussion and Analysis of the Management
I. General
In the reporting period, the development of China’s economy was slowing down and the consumption market was not so
flourishing. Such a situation has resulted in a big pressure upon the business of watch industry. Being confonted with the
extremely challenging market environment, the Company, based on the idea of striving to be better and seeking
improvement through innovation, took the brand building strategy as the guidance, focused on the annual work theme of
“values, innovation, adjustment and profit”, further propelled construction of the business model of “products + channels”,
and achieved significant progress in brand building, quality service, product innovation, strategic human resources,
knowledge management, etc. Based on establishment of the innovation system of creating values for customers, devoted
great efforts to in carrying out the innovation practice work with whole employees involved; keenly looked into the market
changes, positively optimized and adjusted the channel structure, devoted great efforts in research and development and
timely launched new products; focused on efficiency improvement, emphasized such management items as “per unit yield
improvement”, “invesntory turnover improvement” and “increasing revenue and reducing expenditure”; enthusiastically
made use of the Internet and energetically developed e-commerce and newly-developing business, realized precision
brand marketing and effective communication. In the reporting period, the whole colleagues of FIYTA successfully
overcomed all difficulties with their courage, passion, wisdom and sweat and reduced unfavorable influences brought
about by the rapid change of the environment, timely adjusted the operation strategy and integrated cores and optmized
the businesses, insisted on sustainable development of the Company’s multiple brands and multi-channel business. As a
result, the Company realized sales revenue amounting to CNY 3,162,196,212.90 in the whole year, dropped by 3.54%
over the previous year; realized net profit attributed to the shareholders amounting to CNY 121,702,057.44, dropped by
16.41% over the previous year; and net cash flow arising from the operating activities amounting to CNY 396,236,992.41.
Under the circumstance of general declining of the domestic watch industry in the reporting period, FIYTA carried out the
work in such dimensions as “per unit yield improvement, channel expansion, brand promotion, shopping guide team
building” at deepened level, developed the market channels at depth, integrated and optimized the business models,
vigorously fostered dealers, reinforced the ability of communication with customers. As a result, FIYTA watch channel
quality and the customers’ satisfaction have been constantly improved; the celebrity endorsement validation and the
reputation of the brand have been continuously enhanced; the product R & D and design ability have been further
improved. In the reporting year, the Company once again honorably gained the title of “Industrial Design Center at
National Level” which keeps pace with the "Technology Center at National Level”, a title which the Company has been
enjoying, which has compacted the development platform supported with own watch brands. The Company has kept
developing e-commerce, BRAND GALLERY and repairing services; and explored innovation in business models based
on the customer experience upgrading and the Internet based idealogy. With the unfavorable influence from the
tremendous flactuation of the domestic capital market and change of the consumption environment of the industrial
market, growth of the revenue from FIYTA watches significantly slowed down over the previous year. In the reporting year,
the Company realized operating revenue amounting to CNY 885,294,253.56, with a year-on-year growth rate of 3.36%.
In the reporting period, being faced with the challenge from the persistent gliding of the market of medium and high end
watches, Shenzhen Harmony World Watches Center Co., Ltd. has been closely centering on the annual work theme of
“values, adjustment, foundation and profit” and taking efficiency improvement as the objective, vigorously optimized the
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
shops, brands and stock patterns; laid a solid foundation in the management work, continuously carried out the special
work of “per unit yield improvement”, “stopping or reducing loss”, and “stock structure optimization” etc., improved the
profit making ability of the shops, greatly enforced stock consumption, timely closed deficit making shops; vigorously
developed repairing and technical service businesses, carried out various items of business innovation work based on the
Internet related ideas. However, as the consumption market of domestic famous brand watches is depressed in general,
HARMONY realized sales income from famous watches amounting to CNY 2,139,277,415.85, dropped by 6.92% on
year-on-year basis.
In the reporting period, the income from the Company’s properties kept steady growth.
The Company has successfully finished the work of non-public issuing of A-shares, from which the Company raised net
proceeds amounting to CNY 582,924,373.62. The newly added 45,977,011 shares were listed on January 15, 2016.
Movements of the key financial items in 2015 are summarized as follows:
Statement Items 2015 2014 Increase/ Cause of the Movements
Decrease (%)
Operating revenue 3,162,196,212.90 3,278,142,785.87 -3.54%
Operating costs 1,929,513,666.04 2,054,714,957.45 -6.09%
Sales expenses 779,536,520.59 722,839,956.11 7.84%
Administrative 198,077,866.76 208,452,027.58 -4.98%
expenses
Financial expenses 94,347,464.79 105,819,460.82 -10.84%
Net cash flow arising 396,236,992.41 289,189,630.97 37.02% It was mainly due to that being
from operating activities confronted with the increasingly
complicated market environment,
the Company made proper
control over the network
development speed and inventory
procurement and reinforced the
management of the cash flow
Net cash flow arising -230,011,696,60 -94,503,209.83 22.84%
from investment
activities
Net cash flow arising 354,689,968.60 -94,503,209.83 -475.32%- It was mainly due to that the
from financing activities Company grasped the
opportunity that the central bank
lowered the benchmar interest
rate several times in the reporting
year and lowered the interest
payment by means of exchanging
the bank loans ahead of time. In
addition, the Company finished
the non-public issuing of
45,977,011 A-shares from which
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
the Company raised capital with
net amount of CNY
582,924,373.62.
II. Analysis on Principal Businesses
1. General
Refer to “I. General” of “Discussion and Analysis of the Management”
2. Revenue and Costs
(1) Operating Revenue Composition
In CNY
2015 2014
Year-on-year
Proportion in the Proportion in the
Amount Amount increase/decrease
operating revenue operating revenue
Total operating
3,162,196,212.90 100% 3,278,142,785.87 100% -3.54%
revenue
Classified based on sectors
Watches 3,032,902,719.41 95.91% 3,154,917,328.23 96.24% -3.87%
Lease 94,871,950.77 3.00% 90,452,962.92 2.76% 4.89%
Others 34,421,542.72 1.09% 32,772,494.72 1.00% 5.03%
Classified based on products
Watches 2,147,608,465.85 67.92% 2,298,438,269.08 70.11% -6.56%
FIYTA watches 885,294,253.56 28.00% 856,479,059.15 26.13% 3.36%
Lease 94,871,950.77 3.00% 90,452,962.92 2.76% 4.89%
Others 34,421,542.72 1.09% 32,772,494.72 1.00% 5.03%
Classified based on regions
South China 1,034,176,502.17 32.71% 1,066,617,663.91 32.54% -3.04%
Northwest China 524,570,697.36 16.59% 565,700,125.97 17.26% -7.27%
North China 504,961,668.45 15.97% 539,995,688.23 16.47% -6.49%
East China 449,126,026.79 14.20% 447,079,002.18 13.64% 0.46%
Northeast China 303,634,173.44 9.60% 310,178,526.39 9.46% -2.11%
Southwest China 345,727,144.69 10.93% 348,571,779.19 10.63% -0.82%
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
(2) Sector(s), Product(s) or Region(s) Taking over 10% of the Operating Revenue or Operating
Profit
In CNY
Year-on-year Year-on-year
Year-on-year
increase/decrea increase/decrea
increase/decrea
Operating se of operating se of gross
Operating costs Gross profit rate se of operating
revenue revenue over profit rate over
costs over the
the previous the previous
previous year
year year
Sectors
Watch 3,032,902,719.41 1,906,085,186.72 37.15% -3.87% -6.11% 1.50%
Lease 94,871,950.77 14,533,950.78 84.68% 4.89% 12.14% -0.99%
Others 34,421,542.72 8,894,528.54 74.16% 5.03% -23.36% 9.57%
Products
Watches 2,147,608,465.85 1,623,918,119.34 24.38% -6.56% -7.38% 0.67%
FIYTA watches 885,294,253.56 282,167,067.38 68.13% 3.36% 1.91% 0.45%
Lease 94,871,950.77 14,533,950.78 84.68% 4.89% 12.14% -0.99%
Others 34,421,542.72 8,894,528.54 74.16% 5.03% -23.36% 9.57%
Regions
South China 1,034,176,502.17 562,653,054.71 45.59% -3.04% -9.86% 4.11%
Northwest
524,570,697.36 340,488,440.23 35.09% -7.27% -7.43% 0.11%
China
North China 504,961,668.45 329,038,618.83 34.84% -6.49% -6.62% 0.09%
East China 449,126,026.79 277,859,635.82 38.13% 0.46% -1.35% 1.13%
Northeast China 303,634,173.44 192,956,014.26 36.45% -2.11% -3.54% 0.94%
Southwest
345,727,144.69 226,517,902.19 34.48% -0.82% -0.95% 0.09%
China
While adjustment of the statistical caliber for the principal business data took place in the reporting period, the principal
business data with the statistical caliber adjusted at the end of the reporting period.
Inapplicable
(3) Is the income from sales in kind greater than service revenue
yes
Year-on-year
Based on sector(s) Items Unit 2015 2014
increase/decrease
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Sales volume pcs 967,866 841,978 14.95%
FIYTA watches Output Pcs 1,185,408 977,480 21.27%
Inventory level pcs 1,000,134 782,592 27.80%
Causes of the change in the year-on-year 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
Classified based on sectors
In CNY
2015 2014
Classified Year-on-year
Proportion in Proportion in
based on Items increase/decr
Amount operating Amount operating
sectors ease
costs costs
Merchandise
1,623,918,119 1,753,276,10
Watch procurement 84.16% 85.33% -1.17%
.34 7.39
cost
243,872,473. 243,230,326.
Watch Raw materials 12.64% 11.84% 0.80%
79 08
26,043,601.6 24,071,448.8
Watch Labor cost 1.35% 1.17% 0.18%
5 4
Depreciation
Watch 2,186,010.90 0.11% 1,778,552.44 0.09% 0.03%
cost
Watch Utility bills 2,566,336.12 0.13% 2,767,942.77 0.13% 0.00%
Watch Rental fee 2,211,474.27 0.11% 1,842,729.25 0.09% 0.02%
Watch Others 5,287,170.65 0.27% 3,182,787.69 0.15% 0.12%
Depreciation
Lease 9,144,144.60 0.47% 9,144,144.60 0.45% 0.03%
cost
Lease Labor cost 480,178.00 0.02% 424,349.80 0.02% 0.00%
Lease Others 4,909,628.18 0.25% 3,391,481.48 0.17% 0.09%
Procurement
Others 8,894,528.54 0.46% 11,605,087.11 0.56% -0.10%
cost
Notes: 1. The Company should disclose the proportion of the major components of the operation costs (such as raw
materials, labor wages, depreciation, energy, power, etc.) of the reporting year in the total costs based on the sectors or
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
products and provide the comparable data of the same account of the previous year. Should there be no comparable data
available, the Company should specify the cause.
2. If such information involves business secret, the Company may merely disclose the maximum or the most important
individual items.
Classified based on Products
In CNY
2015 2014
Classified Year-on-year
Proportion in Proportion in
based on Items increase/decr
Amount operating Amount operating
products ease
costs costs
Famous Merchandise
1,623,918,119 1,753,276,10
brand procurement 84.16% 85.33% -1.17%
.34 7.39
watches cost
FIYTA 243,872,473. 243,230,326.
Raw materials 12.64% 11.84% 0.80%
watches 79 08
FIYTA 26,043,601.6 24,071,448.8
Labor cost 1.35% 1.17% 0.18%
watches 5 4
FIYTA Depreciation
2,186,010.90 0.11% 1,778,552.44 0.09% 0.03%
watches cost
FIYTA
Utility bills 2,566,336.12 0.13% 2,767,942.77 0.13% 0.00%
watches
FIYTA
Rental fee 2,211,474.27 0.11% 1,842,729.25 0.09% 0.02%
watches
FIYTA
Others 5,287,170.65 0.27% 3,182,787.69 0.15% 0.12%
watches
Depreciation
Lease 9,144,144.60 0.47% 9,144,144.60 0.45% 0.03%
cost
Lease Labor cost 480,178.00 0.02% 424,349.80 0.02% 0.00%
Lease Others 4,909,628.18 0.25% 3,391,481.48 0.17% 0.09%
Finished
Others products 8,894,528.54 0.46% 11,605,087.11 0.56% -0.10%
procurement
Notes: 1. The Company should disclose the proportion of the major components of the operation costs (such as raw
materials, labor wages, depreciation, energy, power, etc.) of the reporting year in the total costs based on the sectors or
products, and provide the comparable data of the same account of the previous year. Should there be no comparable data
available, the Company should specify the cause.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
2. If such information involves business secret, the Company may merely disclose the maximum or the most important
individual items.
Remarks:
Inapplicable
Notes: 1. The Company’s supplemental explanation to the foregoing items.
2. Explain the reason why it is impossible to abtain the data of the same account.
(6) Is there any change in the consolidation scope in the reporting period
No
(7) Is there any significant change or adjustment related situation take place in the Company’s
business, products or services in the reporting period
Inapplicable
(8) Major trade debtors and major suppliers
Major trade debtors
Total sales to the top five customers, in CNY 261,939,772.75
Proportion of the total sales to the top five customers
8.28%
in the total sales of the year,
Information of the top 5 customers
No. Customers Sales (in CNY) Proportion in the total sales of the year
1 Rainbow Supermarket 81,677,865.75 2.58%
2 Xi’an Kaiyuan Shopping Mail Co., Ltd. 47,472,424.57 1.50%
CHINA RESOURCES SUN HUNG KAI
3 46,061,278.60 1.46%
PROPERTIES(HANGZHOU)LIMITED
Jiangxi Baisheng Zhongshancheng
4 43,705,884.01 1.38%
Department Store Co., Ltd.
5 Pinghe Tong (China) Ltd. 43,022,319.82 1.36%
Total -- 261,939,772.75 8.28%
Other Information about the major customers
Of the top five customers, Rainbow Supermarket is one of the controlled subsidiaries of AVIC International Holdings
Limited and is one of the Company’s related legal persons.
Top 5 suppliers
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Total amount of purchase from top five suppliers, in
1,024,748,888.00
CNY
Proportion of the purchase amount from the top five
53.11%
suppliers in the Company’s total purchase amount
Information about the top 5 suppliers
Proportion in the total purchases of the
No. Suppliers Purchase amount, in CNY
year (%)
SMH Swiss Watch Trading (Shanghai)
1 557,159,710.71 28.88%
Co., Ltd.
2 Ningbo Shangheng Watches Co., Ltd. 211,500,391.90 10.96%
3 Rolex (Guangzhou) Ltd,. 126,129,988.30 6.54%
RICHEMONT COMMERCIAL
4 67,806,044.53 3.51%
COMPANY LIMITED
5 Shenzhen Hendry Watches Co., Ltd. 62,152,752.20 3.22%
Total -- 1,024,748,888.00 53.11%
Other information about the major suppliers
Inapplicable
3. Expenses
In CNY
Year-on-year
2015 2014 increase/decreas Note to significant changes
e
Sales expenses 779,536,520.59 722,839,956.11 7.84%
Administrative
198,077,866.76 208,452,027.58 -4.98%
expenses
Financial expenses 94,347,464.79 105,819,460.82 -10.84%
4. Investment in R & D
The Company has attached importance on technology innovation work all the time, enhances its core competitiveness
through innovation of the technology with own intellectual property, consolidate its leading position of self-innovation in
China’s clock and watch brands so as to realize its vision of becoming an international brand and improve its international
competitiveness in the industry. In the year 2015, the Company’s total investment in R & D amounted to CNY
37,481,362.43, a 10.75% growth over the previous year, taking 1.63% of the net assets as audited in the most recent
period and taking 1.19% of the operation revenue as audited in the most recent period.
Growth of investment in R & D in 2015 was mainly due to that for the purpose of consolidating the Company’s leading
position of self-innovation in China’s clock and watch brands and leading the industry for innovative development, the
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Company increased investment in such key technology fields as space watches, timekeeping technology, research on
application of new materials, etc., greatly increased personnel, equipment, research budget, etc., and achieved a number
of scientific research achievements. In 2015, the number of patents for invention granted increased by 14% over the
previous year and such patents have been applied in our products. By virtue of the accumulation in innovation mechanism,
innovation ability, innovative talents and innovation products, etc., FIYTA Innovative Design Center has been certified as a
national industrial design center by the Ministry of Industry and Information Technology of the People’s Republic of China.
Information of Investment in R & D
2015 2014 Variable proportion
Number of R & D staff
39 36 8.33%
(persons)
Proportion of R & D staff in
0.70% 0.65% 0.05%
total employees
Amount of investment in R &
37,481,362.43 33,842,818.77 10.75%
D, in CNY
Proportion of investment in R
1.19% 1.03% 0.16%
& 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 0.00% 0.00% 0.00%
total 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
Number of patents in the past two years
Accumulated number
Application submitted Granted granted ended the
reporting period
Invention 5 8 15
Utility model 10 8 49
Design 45 48 213
Movement of the core technology team
Nil
or key technical staff
Does it belong to a hi-tech enterprise
Yes
certified by the Ministry?
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
5. Cash flow
In CNY
Year-on-year
Items 2015 2014
increase/decrease
Sub-total of cash flow
received from operation 3,696,332,927.45 3,792,449,143.86 -2.53%
activities
Subtotal of cash flow paid for
3,300,095,935.04 3,503,259,512.89 -5.80%
operating activities
Net cash flow arising from
396,236,992.41 289,189,630.97 37.02%
operating activities
Sub-total of cash flow-in
received from investing 340,367.11 51,919.04 555.57%
activities
Sub-total of cash flow paid
230,352,063.28 187,300,953.70 22.98%
for investment activities
Net cash flow arising from
-230,011,696.17 -187,249,034.66 22.84%
investment activities
Sub-total cash flow received
2,937,413,848.66 1,573,439,386.01 86.69%
from financing activities
Sub-total cash flow paid for
2,582,723,880.06 1,667,942,595.84 54.84%
financing activities
Net cash flow arising from
354,689,968.60 -94,503,209.83 -475.32%
financing activities
Net increase in cash and
522,507,805.39 7,216,959.80 7,140.00%
cash equivalents
Note to the major influence factors for the significant change in the relevant year-on-year data
Net cash flow arising from operating activities:
In the reporting period, the year-on-year growth of the net cash flow arising from operating activities by 37.02% was
mainly due to that facing the increasingly complicated market environment, the Company controlled the network extension
speed and enhanced inventory procurement and strengthened the cash flow management.
Cash inflow from financing activities:
In the reporting period, cash inflow from financing activities increased by 86.69% over the same period of the previous
year was mainly due to that the Company grasped the opportunity that the central bank lowered the benchmar interest
rate several times in the reporting year and lowered the interest payment by means of exchanging the bank loans ahead
of time. In addition, the Company finished the non-public issuing of 45,977,011 A-shares from which the Company raised
capital with net amount of CNY 582,924,373.62.
Cash outflow for financing activities:
In the reporting period, cash outflow for financing activities increased by 54.84% over the same period of the previous
year was mainly due to that the Company grasped the opportunity that the central bank lowered the benchmar interest
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
rate several times in the reporting year and lowered the interest payment by means of exchanging the bank loans ahead
of time.
Net increase of cash and cash equivalent:
In the reporting period, net increase of cash and cash equivalent rose by 7,140.00% was mainly due to that the Company
successfully complete non-public issuing of 45,977,011 A-shares and raised net amount of capital totaling CNY
582,924,373.62. Since the raised capital is earmarked for the designated purpose, the retained book value at year end
was CNY 485,499,836.55.
Cause(s) of significant difference in the net cash flow arising from the operating activities and the net profit in the reporting
year
Inapplicable
III. Analysis on Non-Principal Businesses
Inapplicable
IV. Assets and Liabilities
1. Significant Changes in Assets Composition
In CNY
End of 2015 End of 2014 Proportio
n
Proportion Proportion
increase Note to significant changes
Amount in total Amount in total
d/decrea
assets assets
sed
Monetary 638,962,875. 116,455,070.5
15.05% 3.18% 11.87%
capital 93 4
Accounts 304,725,676. 351,276,905.
7.18% 9.60% -2.42%
receivable 29 53
2,092,691,01 2,133,791,02
Inventories 49.28% 58.34% -9.06%
9.29 4.32
Investment
216,948,193. 226,091,938.
based real 5.11% 6.18% -1.07%
02 89
estate
Long term
43,221,572.0 42,389,759.9
equity 1.02% 1.16% -0.14%
5 1
investment
361,979,828. 323,732,870.
Fixed assets 8.52% 8.85% -0.33%
01 58
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Construction-in- 173,189,274. 51,389,263.5
4.08% 1.40% 2.68%
process 57 3
988,186,200. 989,445,000.
Short term loan 23.27% 27.05% -3.78%
00 00
90,994,964.3 139,952,425.
Long term loan 2.14% 3.83% -1.69%
3 65
2. Assets and liabilities measured based on fair value
Inapplicable
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
Inapplicable
4. Financial assets investment
(1) Portfolio investment
Inapplicable
(2) Investment in derivatives
Inapplicable
5. Application of raised capital
(1) General application of the raised capital
In CNY 10,000
Total Total Total Proportio Total Application Amount
Total
Year of Way of amount of accumula raised Total n of the raised and status of the
capital
raising raising raised tive capital accumula total capital of the raised
raised
capital amount of whose tive accumula not yet raised capital
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
used in raised applicatio raised tive used capital idled for
the capital n purpose capital raised unused more than
reporting used has been whose capital 2 years
period accumula changed applicatio whose
ted in the n purpose applicatio
reporting has been n purpose
period changed has been
changed
Issuing
Inapplica
2012 company 40,000 0 40,000 0 0 0.00% 0 0
ble
bonds
Non-publi
c issuing Inapplica
2015 58,550 16,358.41 16,358.41 0 0 0.00% 42,191.59 0
of ble
A-shares
Total -- 98,550 16,358.41 56,358.41 0 0 0.00% 42,191.59 -- 0
Note to General Application of the Raised Capital
The Company held the 33rd meeting of the Sixth Board of Directors and 2012 1st extraordinary general meeting
respectively on June 19, 2012 and July 6, 2012. The meetings reviewed and approved the Proposal of Issuing Company
Bonds, etc. according to which, the Company planned to issue company bonds with a size not exceeding CNY400
million and with a term not exceeding 5 years (with 5 years inclusive) which would be used for replacing bank loan and
replenishing the working capital. On September 9, 2012, approved through verification by China Securities Regulatory
Commission (CSRC) with Document ZHENG JIAN XU KE [2012] No. 1209, the Company was approved to issue
company bonds with the size not exceeding CNY 400 million. The Company issued CNY 400 million of bonds in the said
period. After deduction of the issuing costs, the net raised capital amounting to CNY396.9 million was remitted to the
bank account designated by the Company on March 5, 2013. RSM China CPAs, the CPAs engaged by the Company
issued the capital verification reports of ZHONG RUI YUE HUA YAN ZI [2013] No. 0053, ZHONG RUI YUE HUA YAN ZI
[2013] No. 0054 and ZHONG RUI YUE HUA YAN ZI [2013] No. 0055 respectively for the frozen capital for subscription
of the on-line bond issuing, the frozen capital for subscription of the off-line placement and the actual raised capital
conditions. Approved by Shenzhen Stock Exchange with Document SHEN ZHENG SHANG [2013] No. 99, the bonds
have been listed with both SZSE Centralized Bidding System and the Comprehensive Agreement Based Transaction
Platform commencing from March 29, 2013 with the abbreviation of the security as “12 YADA BOND” and security code
as “112152”. The issuing of the company bonds has been completed. The capital raised from the issuing was remitted to
the bank account designated by the Company on March 5, 2013. Up to now, the Company had used up all the raised
capital and no change has taken place in the application purpose of the raised capital. By February 29, 2016, the
Company had redeemed all the company bonds and the company bonds have been delisted.
The Company held the 18th meeting of the Seventh Board of Directgors 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
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
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 carised 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. The A-shares issued in a non-public way were registered
for listing on January 15, 2016 and locked for 12 months. The Company has published the Announcement of
Commitment concering the Shares Issued in a Non-public Way. 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 are in process of implementation.
(2) Promised Projects with Raised Capital
In CNY 10,000
Has
Amount Investmen Date when
Has the significant
Total accumulati t progress the project Has the
project Total Result change
Promised investment promised Amount vely by the end has predicted
been investmen realized in taken
projects and investment investmen invested in invested of the reached operation
changed t after the place in
with the over-raised t with the report up to the report the result
(including adjustmen reporting the
capital raised period end of the period (%) predicted been
partial t (1) period feasibility
capital report (3) = applicable reached?
change) of the
period (2) (2)/(1) status
project?
Investment projects as promised
Repayment of bank loan No 30,000 30,000 0 30,000 100.00% 0 Yes No
Replenishing the working
No 10,000 10,000 0 10,000 100.00% 0 Yes No
capital.
Project of Launching New
No 18,000 18,000 18.34 18.34 0.10% 0 Yes No
FIYTA Watches
FIYTA E-commerce
No 12,000 12,000 1,213.74 1,213.74 10.11% 0 Yes No
project
FIYTA Brand Marketing
No 10,000 10,000 4,700.65 4,700.65 47.01% 0 Yes No
Promotion Project
Technic Service Website
No 5,000 5,000 425.66 425.66 8.51% 0 Yes No
Construction Project
Replenishing working
No 15,000 15,000 10,000.02 10,000.02 66.67% 0 Yes No
capital
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Subtotal of investment
-- 100,000 100,000 16,358.41 56,358.41 -- -- 0 -- --
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 -- 100,000 100,000 16,358.41 56,358.41 -- -- 0 -- --
Case of failure to satisfy
the plan progress or
predicted revenue and Inapplicable
the cause (based on
specific project)
Note to the significant
change in the feasibility of Inapplicable
a project
Amount, application and Inapplicable
application progress of
the over-raised capital
Change of the site for Inapplicable
implementation of the
project invested with the
raised capital
Adjustment of the way of Inapplicable
implementation of the
project invested with the
raised capital
Applicable
The net amount of the raised capital from non-public issuing of A-shares is CNY 583 million. According to the
Proposal for Replacing the Self-raised Fund Earlier Invested in the Project(s) to be Invested with Raised Capital with
Earlier investment in and the Raised Capital reviewed and approved at the 5th meeting of the Eighth Board of Directors, the Company decided
replacement of the to replace the self-raised capital invested earlier with the raised capital amounting to CNY 63.5839 million. The said
project invested with the replacement with the raised capital does not contradict the implementation plan of the projects to be invested with the
raised capital raised capital from the non-public issuing and shall not affect the normal process of the projects to be invested with
the raised capital. There exists no such situation that the investment plan for the raised capital has been changed in
disguised form or that it has harmed the shareholders’ interest. The time distance from replacement of the raised
capital to the entry of the raised capital into the bank account should not be less than 6 months.
The idled raised capital Inapplicable
used to replenish working
capital for time being
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Amount of the balance of Inapplicable
the raised capital incurred
in project implementation
and the cause
Application of the raised
capital not yet used and Inapplicable
the whereabouts
Application of the raised
capital and the existing
Inapplicable
problems not disclosed or
other situation
(3) Change of the Projects Invested with the Raised Capital
Inapplicable
VI. Sales of Significant Assets and Equity
1. Sales of Significant Assets
Inapplicable
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
Leading Net assets
Company Principal Total assets, in Turnover in Operating Net profit (in
Company type products and (CNY)
Names business CNY CNY profit (in CNY) CNY)
services
Mainly
engaged in
Shenzhen
sales of world
Harmony
famous brand
World 2,001,459,574 716,500,947.1 2,140,836,385
Subsidiary Retail watch, 12,974,393.15 15,267,549.19
Watches .91 9 .85
including
Center Co.,
purchase,
Ltd.
sales and
maintenance
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
service of
timepieces
and parts
Sales and
repairing of
clocks and
FIYTA Sales 804,054,026.3 939,412,594.1 -38,279,561.1 -25,832,488.5
Subsidiary Retail watches and 10,804,452.90
Co., Ltd. 2 3 7 7
parts, sales of
jewelry and
ornaments.
Mainly
engaged in
production and
sales of FIYTA
watches,
Shenzhen
including
FIYTA
production and
Sophisticated 270,530,028.8 166,337,330.4 524,115,539.7 175,996,805.9 150,382,955.9
Subsidiary Manufacture maintenance
Timepieces 0 3 7 1 6
of clocks and
Manufacture
watches, and
Co., Ltd.
driving units,
spares and
parts,
sophisticated
timepieces.
R & D,
production and
sales of
watches,
Shenzhen
production,
FIYTA
machining, 171,966,217.9
Technology Subsidiary Manufacture 91,310,910.62 54,705,773.20 16,115,454.65 14,803,650.69
sales and 2
Development
technology
Co., Ltd.
development
of
sophisticated
parts.
Mainly
engaged in
FIYTA (Hong trade and 448,491,009.4 164,332,147.0 116,126,118.7
Subsidiary Retail -3,930,979.32 -4,235,393.48
Kong) Limited overseas 9 5 9
market
development
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
of FIYTA
watches
Sales of
clocks and
watches and
Shenzhen gifts and
Symphony consultation of
Subsidiary Retail 26,980,197.16 2,463,814.45 31,596,993.99 6,323,612.14 4,968,483.36
Trading Co., relevant
Ltd. information
and other
domestic
trading
Mutual Sales of
Shanghai
shareholding watches and 106,306,675.7
Watch Industry Manufacture 96,668,196.88 91,465,902.16 3,724,158.84 3,327,248.55
company spares and 6
Co., Ltd.
parts
Subsidiaries acquired and disposed in the reporting period
Inapplicable
Particulars about the principal holding and mutual shareholding companies
Inapplicable
VIII. Structurized Entities Controlled by the Company
Inapplicable
IX. Development Prospect
(I) Development Trend of the Industry
In 2016, the environment of the macro-economy and retail and consumption industry is predicted to be confronted with
bigger pressure in growth. The consumption situation of the domestic watch retail market shall still not be optimistic.
However, watch belongs to a commodity of affection, with knowledge and affection as the kernel. It is a perfect
combination of art, aestjetocs amd subtle technology and an important carrier for displaying life taste. Despite the short
term pressure to be confronted in benefit growth, with continuous deepening of various reform measures in China, gradual
improvement of the market environment and upgrading of people’s life quality, we still keep optimistic judgment of the long
term development potential of the watch market.
(II) Development Strategy
In 2016, the Company shall continue to stick to the corporate philosophy and brand development strategy with the attitude
of innovation and progressiveness, arouse all efforts to achieve prosperity, fearlessness of hardship, face challenges, do
the best in the Chinese market based on the annual strategic theme of “deep ploughing, integration, innovation and
beneficiation”, keep a close watch on the “Chinese people’s market”, take the customers’ demand as the origin, carefully
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
study the trend of the industry, accurately identify the customers’ demand, continue to build excellent own brand ethnic
group, and high efficiency watch retail comprehensive service provider, put forth efforts to carry out brand building,
customer study, model innovation and new business exploration, etc., continuously improve the earning power, and strive
to realize better growth of the Company’s performances.
(III) Annual Operation Plan in 2016
1. FIYTA Watch Industry shall center on the annula work them of “integration, innovation, efficiency and benefit” for, carry
out full implementation of the customer study work, see through clearly and grasp the trend of young consumers’
demands, further refine and enrich DNA of our own brands, accelerate launching of new products, enhance cost control
ability; increase investment in precision marketing through the Internet, enhance brand exposure, improve the brand
perception; strengthen construction of shopping guide capacity, and optimize channel operation capability.
2. Harmony World Watches Center Co., Ltd. shall center on the annual work theme of “values, customers, deep ploughing
and innovation", put forth effort to build “high aspiration, high standard and high efficiency” team; respond actively to the
change of the market environment, carry out in a deep-going way customer study, improve excellent service ability; track
the operation status of physical stores in a rolling way, continuously carry out “per unit yield improvement” work; timely
optimize and adjust shopfront layout and product structure, improve assets operation efficiency; carry forward upgrading
and transition of business model, gradually construct online operation and service platform and enhance customers’
consumption experience.
(IV) Capital Necessary for Future Development
According to the Company’s business development plan and financial budget planning in 2016, for the purpose of
satisfying the capital demand for investment and operation and at the same time timely seize the opportunity of merger
which is to be brought about from change of the market, the Company is going to apply for bank credit line not exceeding
CNY1.8 billion in various ways, including secured loan, loans through subsidiaries, mortgage, etc.
(V) Risks Possibility to be Confronted with
Affected by the macro-economic and policy factors, China’s watch retail market is confronted with challenge in operation
and upgrading, showing that the growth of the retail market has slowed down on general basis, famous brand watches ,
especially high-end famous brand watches, have been restricted in consumption. However, the enviroment of the
domestic famous brand retail sector tends to be gradually rational; donation based consumption has been reduced rapidly;
and the proportion of ordinary consumption is increasing continuously. The home-made brand watches tend to be gentle
after the past two years’ high speed growth and the competition fo the domestic brands is becoming more and more
intense and intense. Homogeneity of low-price products is still serious. Channel expansion is developing in depth and
horizontal innovation is in extension. Meanwhile, with continuously development of the Company’s business, risks in
channels and assets also tend to be increscent.
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
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
http://irm.cninfo.com.cn/ircs/ssgs/co
August 20, 2015 Field survey Institution mpanyIrmForSzse.do?stockcode=00
0026
http://irm.cninfo.com.cn/ircs/ssgs/co
August 26, 2015 Field survey Institution mpanyIrmForSzse.do?stockcode=00
0026
http://irm.cninfo.com.cn/ircs/ssgs/co
September 14, 2015 Field survey Institution mpanyIrmForSzse.do?stockcode=00
0026
http://irm.cninfo.com.cn/ircs/ssgs/co
November 5, 2015 Field survey Institution mpanyIrmForSzse.do?stockcode=00
0026
Number of reception 4
Number of institutions received 28
Number of persons received 29
Number of other visitors received 0
Is there any important information disclosed,
No
revealed or leaked to the public?
2. Registration Form of the Activities, such as Reception of Survey, Communications, Interviews,
etc. from the End of the Reporting Period to the Date of Disclosure
Inapplicable
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Chapter 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 18th Meeting of the Seventh Board of Directors held on April 16, 2015 and 2014 Annual General Meeting held on
June 17, 2015 reviewed and approved the Proposal for Amendment of the Articles of Association, according to which the
profit distribution policy as specified in Article 155 of the Articles of Association was amended correspondingly. For the
detail, refer to the Announcement on the Resolutions of the 18th Meeting of the Seventh Board of Directors 2015-008 and
Announcement of the Resolutions of 2014 Annual General Meeting 2015-020 and the Bill of Amendment of the Articles of
Association.
Special Note to the Cash Dividend Distribution Policy
Does the policy comply with the provisions of the Articles
of Association or the requirements of the resolution of the Yes
General Meeting:
Are the dividend distribution rate and proportion definite
Yes
and clear:
Are the relevant decision-making procedures and
Yes
mechanism complete:
Do independent directors do their duties and play their
Yes
role:
Is there any opportunity available for minority
shareholders to fully express their opinions and appeal Yes
and have legitimate right to get sufficient protection:
Are the conditions and procedures of law-compliance and
transparent in case the cash dividend distribution policy Yes
has been adjusted or altered:
Note: The Company should disclose the common stock profit distribution policy in the reporting period, especially
preparation, implementation or adjustment of the cash dividend distribution policy, specify whether the profit distribution
policy complies with the Articles of Association and review procedures, whether the minority shareholders’ legal interests
have been fully protected, whether independent directors have expressed their opinions on the policy, whether the
dividend distribution criteria and distribution rate are explicit; and whether the conditions and procedures for adjustment or
alteration of the profit distribution policy be of law compliance or transparent.
The profit distribution preplan 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):
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
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 2013: With the total share capital of 392,767,870 shares as at December 31, 2013 as the base,
the Company distributed 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.
Profit Distribution Plan in 2014: With the total share capital of 392,767,870 shares as at December 31, 2014 as the base,
the Company distributed 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.
Profit Distribution Plan in 2015: With the total share capital of 438,744,881 shares as at January 15, 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.
The accumulative amount of cash dividend distributed in the past three years took 92.42% 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
Net profit attributable Ratio of the net profit
to the Company’s attributable to the
Amount of Cash Amount of cash Proportion of the cash
Year of Dividend shareholders in the Company’s
Dividend (including dividend distributed in dividend distributed in
Distribution consolidated shareholders taken in
tax) other way(s) other way(s)
statements of the year the consolidated
of dividend distribution statements
2015 43,874,488.10 121,702,057.44 36.05% 0.00 0.00%
2014 39,276,787.00 145,591,136.39 26.98% 0.00 0.00%
2013 39,276,787.00 130,125,124.48 30.18% 0.00 0.00%
In the reporting period, both the Company’s profit and the parent company’s profit available for shareholders of common
stock 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 ___
0
(share) for every 10 shares
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Dividend distributed at the rate of CNY___ for
1.00
every 10 shares (with tax inclusive)
Number of shares converted for every 10
0
shares (shares)
Share capital base for the dividend distribution
438,744,881
preplan (shares)
Total cash dividend distributed (with tax
43,874,488.10
inclusive)
Profit available for distribution (CNY) 469,841,589.40
Proportion of the cash dividend in the total
100.00%
profit available for distribution (%)
Cash Dividend Distribution this Time
Others
Detailed information for profit distribution or conversion of capital reserve into share capital preplan
The Company’s profit distribution plan for 2015 was reviewed and approved at the 6th meeting of the Eighth Board of
Directors held on March 8, 2016 and is going to be submitted to 2015 Annual General Meeting for review. According to
the plan, the Company is going to distribute cash dividend at the rate of CNY 1.00 for every 10 shares (with tax inclusive)
and 0 bonus share to the whole shareholders with the total share capital as at January 15, 2015 totaling 438,744,881
shares as the base; and no public reserve is going to be converted into share capital. 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
The Company Deadline of the Implementation
commits that in bonds (The finished (the
FIYTA Holdings Other February 27,
Commitment made at IPO or re-financing case it is valid term of the company
Ltd. commitments 2013
predicted that bonds is 5 bonds had
the Company years attached been redeemed
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
may be unable with the all and delisted
to duly pay the investors’ by February 29,
principal and option of selling 2016)
interest of the back, the
bond or fail to Company’s
duly pay the option of
principal and redemption and
interest of the option of
bond when it is up-regulation of
due, the the nominal
Company shall interest rate at
at least take the the end of the
following 3rd year).
measures: 1.
not profit
distribution to
the
shareholders
shall be
conducted. 2.
implementation
of any capital
expenditure
projects, such
as material
external
investment,
acquisition and
merger, etc.
shall be
suspended. 3.
salaries and
bonus to the
directors and
senior
executives shall
be adjusted
down or
suspended. 4.
None of the key
officers may be
transferred out.
Caitong Commitment on Commitmentof January 15, In processof
1 year
Fund Managem restricted sales the investors 2016 implementatio
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
ent Co., Ltd.; of shares of the n
MANULIFE non-public
TEDA Fund issuing -
Management C Caitong Fund
o, Ltd.; Management
Co., Ltd.,
Xizang Investm
MANULIFE
ent Co., Ltd.;
TEDA Fund
Golden Eagle
Management
Asset Manage
Co, Ltd.,
ment Co.,Ltd.;
Xizang
Sws Mu Fund
Investment
Management
Co., Ltd.,
Co., Ltd
Golden Eagle
Asset
Management
Co.,Ltd., Sws
Mu Fund
Management
Co., Ltd: the
shares
subscribed by
them from the
non-public
issuing shall
not be
transferred in
12 months
commencing
from the dater
of listing.
Equity incentive commitment
Based on the
understanding
of the Chinese
Refer to the
capital market
Announcemen
AVIC situation and
Share t on In process
Other commitments to the minority International the confidence
acquisition July 11, 2015 Commitment ofimplementati
shareholders Investment Co., in the
commitment for the Shares on
Ltd. Company’s
Acquired
sustainable and
(2015-022)
steady
development, in
order to
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
safeguard the
whole
shareholders’
interest and
promote
stability of the
capital market
with practical
action, and
according to the
Notice of China
Securities
Regulatory
Commission on
Acquisition of
the Company’s
Shares by the
Major
Shareholders,
Supervisors
and Senior
Executives of
the Listed
Company
(ZHENG JIAN
FA [2015] No.
51) and the
relevant laws
and regulations,
AVIC
International, as
the actual
controller of
FIYTA, is
desirous to
acquire FIYTA
shares through
AVIC
International
Investment Co.,
Ltd., the person
acting in
concert
AVIC Commitment on AVIC July 13, 2015 Refer to the In process
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
International restricted sales International Announcement ofimplementati
Investment Co., of shares Investment Co., on Commitment on
Ltd. Ltd., the person for the Shares
acting in Acquired
concert of the (2015-022)
Company’s
actual
controller,
acquired
100,000 shares
of the
Company’s
stock through
the secondary
market on July
13, 2015, and
committed that
the Company’s
shares it has
acquired shall
not be
transferred
during the
outperforming
period and in 6
months after
the
outperforming.
Have the commitments been
Yes
implemented in a timely way
If the commitment has not been
implemented at the end of the reporting
period, it is necessary to explain the Inapplicable
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
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
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
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
Grant Thornton Certified Public Accountants (Special General
Name of the domestic CPAs
Partnership)
Remuneration to the domestic CPAs (in
CNY10,000) 95
Successive years of the domestic CPAs
2
offering auditing services
Names of the certified public accountants
Su Yang and Chen Zhifang
from the domestic CPAs
Has the CPAs been changed in the current period?
No
About the CPAs for auditing the internal control, financial consultant or sponsor appointed by the Company
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
The 17th meeting of the Seventh Board of Directors held on March 10, 2015 and 2014 Annual General Meeting held on
June 17, 2015 reviewed and approved the Proposal for Payment of the Audit Fee of Year 2014 and Renewal of the
Company’s Auditor for Year 2015, according to which the Company decided to renew engagement of Grant Thornton
Certified Public Accountants (Special General Partnership) as the auditor of the Company’s financial report and internal
control of year 2015 for a term of one year. During the reporting period, the Company paid audit fee amounting to CNY
650,000.00 for auditing the financial report and CNY 300,000.00 for auditing the internal control to Grant Thornton
Certified Public Accountants (Special General Partnership).
In the reporting period, the Company engaged Huachuang Securities Co., Ltd. as the sponsor for the project of non-public
issuing of A-shares with Huang Junyi and Li Xiumin as the sponsorship representatives. During the reporting period, the
Company totally paid the sponsorship fee amounting to CNY1.2 million.
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
XIV. Integrity of the Company and its Controlling Shareholder and Actual Controller
There existed neither court judgment in force remaining unimplemented nor big outstanding liabilities due in either AVIC
International Holdings Limited, the Company’s controlling shareholder or AVIC International, the Company’s actual
controller.
XV. Implementation of the Company’s Equit Incentive Plan, Employee Stock
Ownership Plan or other Employee Incentive Measures
Inapplicable
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
XVI. Significant Related Transactions
1. Related Transactions Related with Day-to-Day Operations
Amount Proportio Transacti Has the
Principle Way of
Descripti of the n in the on quota approve
of pricing Price of settleme
Type of on of related amount as d quota
Related Relation of the related nt for the Market Disclosu Disclosu
related Related transacti of the approve been
Parties ship related transacti related price re date re index
parties Transacti on (in similar d (in exceede
transacti ons transacti
ons CNY transacti CNY10,0 d?
ons on
10,000) ons (%) 00)
Revenue Bank
Rainbow www.cni
Common from Sales of Market Inapplica account Inapplica March
Supermark 8,167.79 2.58% 12,000 No nfo.com.
controller principal goods price ble transfere ble 10, 2016
et cn
business nce
China
Revenue Bank
National www.cni
Eventual from Sales of Market Inapplica account Inapplica March
Aviation 48.58 0.01% 2,000 No nfo.com.
controller principal goods price ble transfere ble 10, 2016
Industry cn
business nce
Group Co.
Revenue Bank
Shennan www.cni
Common from Sales of Market Inapplica account Inapplica March
Holdings., 1,166.89 30.15% 5,000 No nfo.com.
controller principal goods price ble transfere ble 10, 2016
Ltd. cn
business nce
Revenue Bank
CATIC www.cni
Common from Property Market Inapplica account Inapplica March
Real 156.98 1.65% 180 No nfo.com.
controller principal lease price ble transfere ble 10, 2016
Estate cn
business nce
Revenue Bank
www.cni
CATIC Common from Property Market Inapplica account Inapplica March
651.7 6.87% 700 No nfo.com.
Property controller principal lease price ble transfere ble 10, 2016
cn
business nce
Revenue Bank
CATIC www.cni
Common from Property Market Inapplica account Inapplica March
Securities, 113.96 1.20% 120 No nfo.com.
controller principal lease price ble transfere ble 10, 2016
Co., Ltd. cn
business nce
Shenzhen
Revenue Bank
CATIC City www.cni
Common from Property Market Inapplica account Inapplica March
Developm 2.32 0.02% 10 No nfo.com.
controller principal lease price ble transfere ble 10, 2016
ent Co., cn
business nce
Ltd.
Shenzhen Common Revenue Property Market Inapplica 27.74 0.29% 40 No Bank Inapplica March www.cni
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
CATIC controller from lease price ble account ble 10, 2016 nfo.com.
Huacheng principal transfere cn
Property business nce
Developm
ent Co.,
Ltd.
Shenzhen
CATIC City Revenue Bank
www.cni
Property Common from Property Market Inapplica account Inapplica March
37.63 0.40% 50 No nfo.com.
Developm controller principal lease price ble transfere ble 10, 2016
cn
ent Co., business nce
Ltd.
Shenzhen
CATIC
Guanlan Revenue Bank
www.cni
Real Common from Property Market Inapplica account Inapplica March
9.29 0.10% 20 No nfo.com.
Estate controller principal lease price ble transfere ble 10, 2016
cn
Developm business nce
ent Co.,
Ltd.
Shenzhen
CATIC
Revenue Bank
Changtai www.cni
Common from Property Market Inapplica account Inapplica March
Investment 48.04 0.51% 60 No nfo.com.
controller principal lease price ble transfere ble 10, 2016
Developm cn
business nce
ent Co.,
Ltd.
Xi’an Revenue Bank
www.cni
Tianyue Common from Property Market Inapplica account Inapplica March
470 4.95% 500 No nfo.com.
Hotel Co., controller principal lease price ble transfere ble 10, 2016
cn
Ltd. business nce
Revenue Bank
Rainbow www.cni
Common from Property Market Inapplica account Inapplica March
Supermark 46.55 0.49% 60 No nfo.com.
controller principal lease price ble transfere ble 10, 2016
et cn
business nce
Shenzhen
CATIC
Revenue Bank
Jiufang www.cni
Common from Property Market Inapplica account Inapplica March
Assets 36.36 0.38% 50 No nfo.com.
controller principal lease price ble transfere ble 10, 2016
Managem cn
business nce
ent Co.,
Ltd.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Shenzhen Revenue Bank
www.cni
CATIC City Common from Property Market Inapplica account Inapplica March
95.09 1.00% 120 No nfo.com.
Investment controller principal lease price ble transfere ble 10, 2016
cn
Co., Ltd. business nce
Shenzhen
CATIC Revenue Bank
www.cni
Theme Common from Property Market Inapplica account Inapplica March
35.33 0.37% 50 No nfo.com.
Real controller principal lease price ble transfere ble 10, 2016
cn
Estate Co., business nce
Ltd.
Ganzhou
CATIC
Bank
Real www.cni
Common Sales Property Market Inapplica account Inapplica March
Estate 102.99 1.51% 120 No nfo.com.
controller costs lease price ble transfere ble 10, 2016
Developm cn
nce
ent Co.,
Ltd.
Chengdu
CATIC
Bank
Real www.cni
Common Sales Property Market Inapplica account Inapplica March
Estate 0.12 0.01% 20 No nfo.com.
controller costs lease price ble transfere ble 10, 2016
Developm cn
nce
ent Co.,
Ltd.
Shenzhen
CATIC
Bank
Changtai www.cni
Common Sales Property Market Inapplica account Inapplica March
Investment 20.84 0.31% 40 No nfo.com.
controller costs lease price ble transfere ble 10, 2016
Developm cn
nce
ent Co.,
Ltd.
Jiujiang
CATIC City
Bank
Real www.cni
Common Sales Property Market Inapplica account Inapplica March
Estate 32.19 0.47% 50 No nfo.com.
controller costs lease price ble transfere ble 10, 2016
Developm cn
nce
ent Co.,
Ltd.
Jiujiang Bank
www.cni
CATIC City Common Sales Property Market Inapplica account Inapplica March
3.33 0.05% 20 No nfo.com.
Real controller costs lease price ble transfere ble 10, 2016
cn
Estate nce
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Developm
ent Co.,
Ltd.
Bank
Rainbow www.cni
Common Sales Market Market Inapplica account Inapplica March
Supermark 445.76 7.76% 500 No nfo.com.
controller costs expenses price ble transfere ble 10, 2016
et cn
nce
Administ Bank
Property www.cni
CATIC Common rative Market Inapplica account Inapplica March
manage 323.62 100.00% 300 No nfo.com.
Property controller expense price ble transfere ble 10, 2016
ment fee cn
s nce
Bank
Shenzh Admini
Comm accou www.
en strativ March
on Trainin Market Inappli nt Inappli cninfo
CATIC e 10.73 2.73% 0 No 10,
control g fees price cable transf cable .com.
Training expen 2016
ler erenc cn
Center ses
e
Shanghai Bank
Joint Procure www.cni
Watch Market Inapplica account Inapplica March
stock Costs ment of 13.21 0.01% 300 No nfo.com.
Industry price ble transfere ble 10, 2016
company materials cn
Co.,Ltd. nce
12,067.0
Total -- -- -- 22,310 -- -- -- -- --
4
Details of the rejection of the goods
Inapplicable
already sold in big amount
The 17th meeting of the Seventh Board of Directors and 2014 Annual General Meeting reviewed and
In case the total amount of the regular
approved the Proposal on Implementation of the Regular Related Transactions in 2014 and
related transaction incurred in the
Prediction of the Regular Related Transactions in 2015. It is predicted that the total amount of the
reporting period has been predicted based
related transactions between the Company and the Related Parties would not exceed CNY 440.20
on categories, state the actual
million in Year 2015 while the amount of the related transactions actually incurred in the reporting
implementation of the in the reporting
year was CNY 120.6703 million, which has not exceeded the predicted amount. Where the advances
period (if any)
paid to CATIC Property by the Company for the property management fee did not exceed CNY 3
million while the amount of the related transactions actually incurred was CNY 3.2361 million.
Cause of the big difference between the
transaction price and the market reference Inapplicable
price. (if applicable)
2. Related transactions concerning acquisition and sales of assets or equity
Inapplicable
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
3. Related transactions concerning joint investment in foreign countries
Inapplicable
4. Current Associated Rights of Credit and Liabilities
Due from related parties
Newly
Amount
Does there increased Interest in the
Opening recovered in
exist amount in the reporting Ending
Related Causes of balance (in the reporting
Relationship non-operatio reporting Interest rate period balance (in
parties formation CNY10,000) period (in
n capital period (in CNY10,000)
CNY10,000)
occupancy? (in CNY10,000)
CNY10,000)
Rainbow Common
Loan No 213.44 9,511.83 8,923.99 801.28
Supermarket controller
Shennan
Common
Holdings., Loan No 764.01 1,365.26 1,412.08 717.19
controller
Ltd.
Ganzhou
CATIC
Common
Jiufang Loan No 0 28.96 28.96
controller
Commerce
Co., Ltd.
China
National
Eventual
Aviation Loan No 52.43 56.84 107.92 1.35
controller
Industry
Group Co.
Chengdu
CATIC Real
Common
Estate Loan No 0.79 0 0.79 0
controller
Developmen
t Co., Ltd.
Rainbow Common Shopping
No 30.8 23.67 0 56.31
Supermarket controller mall deposi
CATIC Common
Rent No 0 22.59 0 22.59
Property controller
Ganzhou
CATIC Common Rental
No 0 12.27 0 12.27
Jiufang controller deposit
Commerce
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Co., Ltd.
Chengdu
CATIC Real
Common Rental
Estate No 11.56 0 0 11.56
controller deposit
Developmen
t Co., Ltd.
Shenzhen
CATIC
Changtai Common Rental
No 5 0 0 5
Investment controller deposit
Developmen
t Co., Ltd.
Jiujiang
CATIC City
Common Rental
Real Estate No 0 5 0 5
controller deposit
Developmen
t Co., Ltd.
CATIC City
Property Common Rental
No 0 3.71 0 3.71
(Kunshan) controller deposit
Co., Ltd.
Influence of the related
rights of credit and
liabilities upon the
Inapplicable
Company’s operation
results and financial
position.
Due to related parties
Amount newly Amount repaid Interest
Opening increased in in the in the
Causes of Ending balance
Related Parties Relationship balance (in the reporting reporting Interest rate reporting
formation (in CNY10,000)
CNY10,000) period(in period(in period(in
CNY10,000) CNY10,000) CNY10,000)
CATIC Real Common Rent received
0 13.38 0 13.38
Estate controller in advance
Common
CATIC Property Rental deposit 0 47.2 0 47.2
controller
CATIC Real Common
Rental deposit 42.48 0 42.48
Estate controller
Shenzhen Common
Rental deposit 3.77 20.64 0 24.41
CATIC City controller
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Investment Co.,
Ltd.
CATIC
Common
Securities, Co., Rental deposit 18.74 0 18.74
controller
Ltd.
Shenzhen
CATIC City
Common
Property Rental deposit 0 9.79 0 9.79
controller
Development
Co., Ltd.
Shenzhen
CATIC
Huacheng Common
Rental deposit 0 7.38 0 7.38
Property controller
Development
Co., Ltd.
Shenzhen
CATIC Jiufang
Common
Assets Rental deposit 6.06 0 0 6.06
controller
Management
Co., Ltd.
Rainbow Common
Rental deposit 6 0 0 6
Supermarket controller
Chengdu CATIC
Real Estate Common
Rental deposit 11.46 0 9.81 1.65
Development controller
Co., Ltd.
Shenzhen
CATIC Building Common
Rental deposit 0 0.96 0 0.96
Technology Co., controller
Ltd.
Shenzhen
CATIC City Common
Rental deposit 0 0.4 0 0.4
Development controller
Co., Ltd.
AVIC
International Controlling
Loan 15,000 0 15,000 0
Holdings shareholder
Limited
Shenzhen Common
Rental deposit 22.17 0 22.17 0
CATIC Changtai controller
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Investment
Development
Co., Ltd.
Influence of the related rights of
credit and liabilities upon the
Inapplicable
Company’s operation results
and financial position.
5. Other Major Related Transactions
The 5th meeting of the Eighth Board of Directors held on January 19, 2016 reviewed and approved the Proposal on
Reneweing Financial Service Agreement with AVIC Finance Co., Ltd. For the detail, please refer to the Announcement on
the Resolutions of the 5th meeting of the Eighth Board of Directors 2016-005 and the Announcement on the Related
Transactions Involved in the Financial Service Agreement Renewed with AVIC Finance Co., Ltd. 2016-006 which were
disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn, The proposal shall not be
implemented until being reviewed and approved at the General Meeting.
For the project of non-public issuing of A-shares, the Company appointed CATIC Securities as the underwriter of the
project of non-public issuing and the underwriting fee amounting to CNY7.25 million to CATIC Securities. This matter was
reviewed and approved at the 3rd meeting of the Eighth Board of Directors held on November 25, 2015. For the detail,
refer to the Announcement on the Resolution of the 3rd meeting of the Eighth Board of Directors 2015-044 and the
Announcement on Conclusion of the Agreement for Underwriting of the A-shares Issued in a Non-public Way with
Huachuang Securities Co., Ltd. and CATIC Securities, Co., Ltd. and the Related Transaction 2015-045 published on
Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn.
Inquiry concerning the provisional reports on major related transactions with the disclosing website.
Description of provisional Disclosure date of provisional Name of the website disclosing the
announcements announcements provisional announcements
Announcement on the Resolutions of the
5th meeting of the Eighth Board of January 20, 2016 www.cninfo.com.cn
Directors 2016-005
Announcement on the Related
Transactions Involved in the Financial
January 20, 2016 www.cninfo.com.cn
Service Agreement Renewed with AVIC
Finance Co., Ltd. 2016-006
Announcement on the Resolutions of the
3rd meeting of the Eighth Board of November 27, 2015 www.cninfo.com.cn
Directors 2015-044
Announcement on Conclusion of the
Agreement for Underwriting of the
November 27, 2015 www.cninfo.com.cn
A-shares Issued in a Non-public Way
with Huachuang Securities Co., Ltd. and
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
CATIC Securities, Co., Ltd. and the
Related Transaction 2015-045
There was no other major related transaction in the reporting period.
XII. 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 Offerred by the Company and its Subsidiaries (excluding guarantee to the subsidiaries)
Date of the
Date of
announceme Implement Guarantee
Guarantee occurrence (date Actual amount Type of Guarantee
Names of Gurantees nt on the ation to related
line of agreement of guarantee guarantee period
guarantee status party?
execution)
line
Inapplicable
Total amount of outward
Total amount of outward guarantee
0 guarantee actually incurred in 0
approved in the report period (A1)
the report period (A2)
Total amount of outward guarantee Total ending balance of
already approved at the end of the 0 outward guarantee at the end 0
report period (A3) of the report period (A4)
Guarantees between the Company and its Subsidiaries
Date of the Guarantee Date of Actual amount Type of Guarantee Implement Guarantee
Names of Guarantees
announcem line occurrence (date of guarantee guarantee period ation to related
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
ent on the of agreement status party?
guarantee execution)
line
Shenzhen Harmony Guarantee
April 28,
World Watches Center 30,000 January 13, 2015 200 with joint 3 years No No
2014
Co., Ltd. responsibility
Shenzhen Harmony Guarantee
March 12, November 20,
World Watches Center 30,000 5,000 with joint 3 years No No
2015 2015
Co., Ltd. responsibility
Shenzhen Harmony Guarantee
March 12,
World Watches Center 30,000 December 2, 2015 6,000 with joint 3 years No No
2015
Co., Ltd. responsibility
Shenzhen Harmony Guarantee
March 12,
World Watches Center 10,000 December 2, 2015 10,000 with joint 3 years No No
2015
Co., Ltd. responsibility
Shenzhen FIYTA
Guarantee
Sophisticated March 12,
1,000 August 7, 2015 1,000 with joint 3 years No No
Timepieces Manufacture 2015
responsibility
Co., Ltd.
Guarantee
FIYTA (Hong Kong) March 12,
6,702.4 March 12, 2015 418.9 with joint 4 years No No
Limited 2015
responsibility
Guarantee
FIYTA (Hong Kong) March 12,
6,702.4 April 2, 2015 502.68 with joint 3 years No No
Limited 2015
responsibility
Guarantee
FIYTA (Hong Kong) March 12,
6,702.4 July 9, 2015 586.46 with joint 3 years No No
Limited 2015
responsibility
Guarantee
FIYTA (Hong Kong) March 12,
6,702.4 August 4, 2015 837.8 with joint 3 years No No
Limited 2015
responsibility
Guarantee
FIYTA (Hong Kong) March 12, September 14,
6,702.4 1,340.48 with joint 3 years No No
Limited 2015 2015
responsibility
Guarantee
FIYTA (Hong Kong) March 12, September 15,
6,702.4 1,005.36 with joint 3 years No No
Limited 2015 2015
responsibility
Guarantee
FIYTA (Hong Kong) March 12, September 16,
6,702.4 1,926.94 with joint 3 years No No
Limited 2015 2015
responsibility
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Guarantee
FIYTA (Hong Kong) March 1,
12,567 July 11, 2013 4,189 with joint 5 years No No
Limited 2013
responsibility
Guarantee
FIYTA (Hong Kong) March 1,
12,567 August 5, 2013 4,189 with joint 5 years No No
Limited 2013
responsibility
Guarantee
FIYTA (Hong Kong) March 1,
12,567 January 6, 2014 1,675.6 with joint 5 years No No
Limited 2013
responsibility
Guarantee
FIYTA (Hong Kong) March 1,
12,567 January 27, 2014 837.8 with joint 5 years No No
Limited 2013
responsibility
Guarantee
FIYTA (Hong Kong) April 28,
12,567 March 3, 2014 1,675.6 with joint 5 years No No
Limited 2014
responsibility
Guarantee
March 12,
FIYTA Holdings Ltd. 40,000 October 23, 2015 5,000 with joint 3 years No No
2015
responsibility
Total guarantee quota to the Total amount of guarantee to
subsidiaries approved in the reporting the subsidiaries actually
157,916.8 33,618.62
period (B1) incurred in the reporting period
(B2)
Total balance of actual
Total guarantee quota to the
guarantee to the subsidiaries
subsidiaries approved at the end of the 250,751.8 46,385.62
at the end of the reporting
reporting period (B3)
period (B4)
Subsidiary-Subsidiary Guarantees
Date of the
Date of
announcem Implement Guarantee
Guarantee occurrence (date Actual amount Type of Guarantee
Names of Guarantees ent on the ation to related
line of agreement of guarantee guarantee period
guarantee status party?
execution)
line
Inapplicable
Total guarantee quota to the Total amount of guarantee to
subsidiaries approved in the reporting the subsidiaries actually
0 0
period (C1) incurred in the reporting period
(C2)
Total guarantee quota to the Total balance of actual
subsidiaries approved at the end of the 0 guarantee to the subsidiaries 0
reporting period (C3) at the end of the reporting
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
period (C4)
The Company’s total guarantee (i.e. total of the first three main items)
Total amount of guarantee
Total guarantee quota approved in the
157,916.8 actually incurred in the 33,618.62
reporting period (A1+B1+C1)
reporting period (A2+B2+C2)
Total guarantee quota already Total balance of the actual
approved at the end of the reporting 250,751.8 guarantee at the end of the 46,385.62
period (A3+B3+C3) reporting period (A4+B4+C4)
Proportion of the actual guarantees in the Company’s net assets
20.17%
(namely A4+B4 + C4)
Including:
Amount of guarantees offered to the shareholders, actual controller and
0
its related parties (D)
Amount of guarantee for liabilities directly or indirectly offered to the
0
guarantees with 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 period or description of the possible related discharge duty (if Inapplicable
any)
Note to the outward guarantee against the established procedures (if
Inapplicable
any)
Description of the guarantee with complex method
Inapplicable
(2) Outward guarantee against law
Inapplicable
3. Entrusting other Person to Manage the Cash Assets
(1) Finance Management on Commission
Inapplicable
(2) Entrusted Loan
Inapplicable
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
4. Other Major Contracts
Inapplicable
XVIII. Notes to Other Signficiant Events
1. About Non-public Issuing of A-shares
The 18th meeting of the Seventh Board of Directors held on April 16, 2015 reviewed and approved the Proposal on the
Plan for Non-public Issuing of A-shares to the Specified Investors and other relevant proposal(s). For the detail, refer to
the Announcement on the Resolutions of the 18th Meeting of the Seventh Board of Directors. 2015-008;
On June 2, 2015,the Company received the Official Reply to some Issues concerning Non-public Issuing of A-shares by
FIYTA Holdings Ltd. (GUO ZI CHAN QUAN [2015] No. 415 from the State-owned Assets Supervision and Administration
Commission of the State Council. For the detail, refer to the Announcement on the Official Reply of the State-owned
Assets Supervision and Administration Commission of the State Council to some Issues concerning Non-public Issuing
2015-08 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn.
2014 Annual General Meeting held on June 17, 2015 reviewed and approved the Proposal on the Plan for Non-public
Issuing of A-shares to the Specified Investors and other relevant proposals, for the detail, refer to the Announcement on
the Resolution of 2014 Annual General Meeting 2015-020 disclosed on Securities Times, Hong Kong Commercial Daily
and www.cninfo.com.cn.
On July 1, 2015, the Company received the Notice of China Securities Regulatory Commission on Accepting the
Application for Administrative Licensing issued by China Securities Regulatory Commission (CSRC) (No. 152013). For
the detail, refer to the Announcement on Accepting Application for Non-public Issuing of A-shares by China Securities
Regulatory Commission 2015-021 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn;
On September 8, 2015, the Company received the Notice on the Feedback Opinions of China Securities Regulatory
Commission on Examination of the Administrative Licensing Project (No. 152013). For the detail, refer to the
Announcement on the Receiving of the Notice on the Feedback Opinions of China Securities Regulatory Commission on
Examination of the Administrative Licensing Project 2015-034 disclosed on Securities Times, Hong Kong Commercial
Daily and www.cninfo.com.cn;
The Company and the relevant intermediary carefully studied and implemented the Feedback Opinions, supplemented
the materials and submitted reply to the questions according to the requirements of the Feedback Opinions. For the detail,
refer to the Announcement on the Reply to the Feedback Opinoins on the Application for Non-public Issuing of A-shares
2015-035, disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn;
The 17th meeting of the Seventh Board of Directors and 2014 Annual General Meeting reviewed and approved the Profit
Distribution Plan for Year 2014. According to the relevant provisions of the Rules for Implementation on Non-public
Issuing of Listed Companies, etc., if the Company had ex-rights/ex-dividend events such as dividend distribution, bonus
shares distribution, conversion of capital reserve into share capital, etc., during the period from the pricing benchmark to
the issuing day, the issuing price would be adjusted correspondingly. Within the authorization by the Board of Directors,
the Company made adjustment of the plan of the non-public issuing of A-shares. For the detail, refer to the
Announcement on Adjustment of the Issuing Price and Issuing Volume of the A-shares to be Issued in a Non-public Way
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
2015-036, disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn.
In compliance with the Feedback Opinions, the Company disclosed the Announcement on the Indication of Risk of
Diluting the Immediate Returns from the Non-public Issuing and the Measures the Company Intends to Take 2015-037
and the Announcement on the Penalty Given or Supervision Measures Taken by the Securities Regulatory Authority and
the Stock Exchange in the Past Five Years 2015-038;
On October 30, 2015, the application for non-public issuing of A-shares was approved by CSRC Securities Issuance
Examination Committee. For the detail, refer to the Announcement on Appoval of the Application for Non-public Issuing of
A-shares by CSRC Securities Issuance Examination Committee, 2015-042;
On November 17, 2015, the Company received the Official Reply to FIYTA Holdings Ltd. for Approval of Non-public
Issuing of Shares of (ZHENG JIAN XU KE [2015]No. 2588). For the detail, refer to the Announcement on Approval of the
Application for Non-public Issuing of A-shares by China Securities Regulatory Commission 2015-043;
On January 15, 2016, the Company’s A-shares issued in a non-public way got listed with Shenzhen Stock Exchange and
the Company published the announcement for listing and the announcement on the related commitments. For the detail,
refer to the Report on the Non-public Issuing and Announcement on Listing 2016-003 and the Announcement on the
Commitments for the Shares Issued in a Non-public Way 2016-004.
2. Subscription of the Framework Agreement on Outward Investment
The 19th meeting of the Seventh Board of Directors held on June 4, 2015 reviewed and approved the Proposal on
Subscription of the Framework Agreement on Outward Investment according to which the management was authorized to
conclude a framework agreement with Beijign Watch Plant Co., Ltd. for establishing Beibiao Watch Industry (Beijing) Co.,
Ltd. by joint venture. For the detail, refer to the Announcement on Subscription of the Framework Agreement on Outward
Investment 2015-016.
3. Amendment of Articles of Association
The 18th meeting of the Seventh Board of Directors held on April 16, 2015 and 2014 Annual General Meeting held on
June 17, 2015 reviewed and approved the Proposal on Amendment of the Articles of Association. For the detail, refer to
the Announcement on the Resolutions of the 18th meeting of the Seventh Board of Directors and the Announcement on
the Resolutions of 2014 Annual General Meeting 2015-020, disclosed on Securities Times, Hong Kong Commercial Daily
and www.cninfo.com.cn
The 5th meeting of the Eighth Board of Directors held on January 19, 2016 reviewed and approved the Proposal on
Amendment of the Articles of Association. The proposal shall not be implemented until being reviewed and approved at
the general meeting. For the detail, refer to the Announcement on the Resolutions of the 5th meeting of the Eighth Board
of Directors 2016-005 disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn.
4. Redemption of Company Bonds
The 4th meeting of the Eighth Board of Directors held on January 8, 2016 reviewed and approved the Proposal on the
Issuer to Exercise the Redemption Option for “12 YA DA ZHAI” Company Bond, for which the Company published
indicative announcements repsectively on January 13, 2016, January 22, 2016, February 2, 2016 and February 23, 2016.
For the detail, refer to the Announcement on Giving up the Option of Adjusting High the Nominal Interest Rate and the
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Investors’ Redemption Option & Exercising the Issuer’s Redemption Option for “12 YA DA ZHAI” Company Bond
2016-0016, the First Indicative Announcement on Redemption & Delisting of “12 YA DA ZHAI” Company Bond 2016-002,
the Second Indicative Announcement on Redemption & Delisting of “12 YA DA ZHAI” Company Bond 2016-010, the Third
Indicative Announcement on Redemption & Delisting of “12 YA DA ZHAI” Company Bond 2016-011 and the Fourth
Indicative Announcement on Redemption & Delisting of “12 YA DA ZHAI” Company Bond 2016-012, which were all
disclosed on Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. Implementation of the redemption
of the company bonds was completed on February 29, 2016.
XIX. Significant Events of the Company’s Subsidiaries
Inapplicable
XX. Social Responsibility
The Social Responsibility Report was published on www.cninfo.com.cn on March 10, 2016.
Do the Company and its subsidiaries belong to the industry of serious pollution as specified by the environmental
protection authority of the state?
No
Enterprise’s Social Responsibility Report
Does it contain Report disclosure standards
Does it contain Does it contain
information
Enerprise information information
concerning
property concerning concerning the Domestic standards International standards
corporate
environment society
governance
State-owned
Inapplicable Yes yes yes Others
enterprise
Notes to specific circumstances
1. Has the Company been certified for the Environment
Yes
Management System Certification (ISO14001)
2. Amount of investment in the environmental protection in
0
the reporting year, in CNY 10,000
3. Performances of the emission reduction of “waste gas,
Inapplicable
waste water and waste residue
4. Investment for improving employees’ personal
knowledge and techniques so as to upgrade employees’ 359.19
career development ability, in CNY10,000
5. Social charitable donations (fund, goods and materials
30
and free professional services), in CNY 10,000
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
XXI. Company Bond Related Information
Is there any company bond which was issued in public and got listed with the stock exchange but has not been honored
from the date of approval of the annual report to the expiry of the bond.
No.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Chapter 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
Proportion New Bonus converted Proportion
Quantity Others Sub-total Quantity
(%) issuing shares from (%)
reserve
I. Restricted shares 49,733 0.01% 0 0 0 0 0 49,733 0.01%
1. Shares held by the state 0 0.00% 0 0 0 0 0 0 0.00%
2. State corporate shares 0 0.00% 0 0 0 0 0 0 0.00%
3. Other domestic shares 49,733 0.01% 0 0 0 0 0 49,733 0.01%
Including: Domestic corporate
0 0.00% 0 0 0 0 0 0 0.00%
shares
Shares held by domestic
49,733 0.01% 0 0 0 0 0 49,733 0.01%
natural persons
4、Foreign invested shares 0 0.00% 0 0 0 0 0 0 0.00%
Including: Foreign corporate
0 0.00% 0 0 0 0 0 0 0.00%
shares
Shares held by foreign
0 0.00% 0 0 0 0 0 0 0.00%
natural persons
392,718,13 392,718,1
II. Unrestricted shares 99.99% 0 0 0 0 0 99.99%
7 37
311,070,13 311,070,1
1. CNY ordinary shares 79.20% 0 0 0 0 0 79.20%
7 37
2. Foreign invested shares listed 81,648,00
81,648,000 20.79% 0 0 0 0 0 20.79%
in Mainland China 0
3、Foreign invested shares listed
0 0.00% 0 0 0 0 0 0 0.00%
abroad
4. Others 0 0.00% 0 0 0 0 0 0 0.00%
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
392,767,87 392,767,8
III. Total shares 100.00% 0 0 0 0 0 100.00%
0 70
Causes of Change of Shares
The foregoing change of the shares is the situation at the end of the reporting period. In 2015, the Company issued
45,977,011 shares in a non-public way which got listed with Shenzhen Stock Exchange on January 15, 2016. The new
shares were not allowed to be listed for trading or assigned within 12 months from the first day of listing. Ended the day of
disclosing the Report, the Company had totally 438,744,881 shares, including 46,026,744 restricted shares and
392,718,137negotiable shares.
Approval of Change of the Shares
The Company held the 18th meeting 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 non-public issuing of A-shares to
the designated investors.
The application for non-public issuing of A-shares was approved by CSRC Securities Issuance Examination Committee
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 on November 17, 2015, according to which the Company was
approved to issue new shares with size not exceeding 46,911,649 shares.
Transfer in Change of Shares
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
In the reporting period, the Company completed the non-public issuing of A-shares in the reporting period. At the end of
the reporting period, the EPS and ROE were calculated based on the weighted average.
Weighted average EPS
ROE (%) Basic EPS (CNY/share) Diluted EPS (CNY/share)
2015 2014 2015 2014 2015 2014
7.24% 8.62% 0.3099 0.3707 0.3099 0.3707
Other information the Company considers it necessary or required by the securities regulatory authority to be disclosed.
Inapplicable
2. Change of Restricted Shares
In shares
Number of Number of
Number of Number of Date of
restricted restricted
restricted shares releasing of
shares shares at the Causes of
Shareholders shares at the released from trading
increased in the end of the restriction
beginning of the trading restriction
reporting period reporting period
reporting period restrictions
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Golden Eagle Raised capital
Asset from non-public January 15,
0 0 4,674,329 4,674,329
Management issuing of 2017
Co.,Ltd A-shares
Raised capital
Caitong Fund
from non-public January 15,
Management 0 0 12,590,027 12,590,027
issuing of 2017
Co., Ltd.
A-shares
Raised capital
Sws Mu Fund
from non-public January 15,
Management 0 0 8,429,118 8,429,118
issuing of 2017
Co., Ltd
A-shares
Raised capital
Xizang
from non-public January 15,
Investment Co., 0 0 4,976,551 4,976,551
issuing of 2017
Ltd.
A-shares
MANULIFE TEDA Raised capital
Fund from non-public January 15,
0 0 15,306,986 15,306,986
Management Co, issuing of 2017
Ltd. A-shares
Total 0 0 45,977,011 45,977,011 -- --
II. Issuing and Listing
1. Issuing of securities (with preferred stock exclusive) in the reporting period
Number of
Description of Issuing price shares
Issuing Trading termination
stock and the Issuing date (or interest Listing date approved to be
quantity date
derivatives rate) listed for
trading
Types of stock
A-shares issued
December 22, January 15,
in a non-public 13.05 45,977,011 45,977,011
2015 2016
way
Convertible company bonds, convertible company bonds for separated trading, debentures
Other derivatives
Note to the issuing of securities (with preferred shares exclusive) in the reporting period
The Company held the 18th meeting of the Seventh Board of Directgors 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
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
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 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. The A-shares issued in a non-public way were registered for listing on
January 15, 2016 and locked for 12 months. The Company has published the Announcement of Commitment concering
the Shares Issued in a Non-public Way.
2. Changes of the Company’s Total Shares and the Structure of Shareholders as well as the
Structure of Assets and Liabilities
Ended December 22, 2015, the Company completed the work of non-public issuing of 45,977,011 A-shares to the
designated investors. Upon completion of the issuing, the Company increased the registered capital by CNY 45,977,011
with the total registered capital turning to be CNY 438,744,881, and increased the capital reserve by CNY 536,947,362.62.
The proportion of the shares held by the controlling shareholder decreased from 41.49% to 37.15%. The Company’s
asset-liability ratio before the non-public issuing was 55.27% and that after the non-public issuing was 45.77%. The new
shares got listed with Shenzhen Stock Exchange on January 15, 2016.
3. About the existing employees’ shares
Inapplicable
III. Shareholders and Actual Controlling Shareholder
1. Number of Shareholders and Shareholding
In shares
Total preference
shareholders with
Total common Total preference
the voting power
shareholders at shareholders with
Total common not recovered at
the end of the the voting power
shareholders in the end of the
33,608 month before 34,695 recovered at the 0 0
the reporting month before the
before the date of end of the reporting
period day of disclosing
disclosing the period (if any)
the annual report
annual report (Refer to Note 8)
(if any) (Refer to
Note 8)
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Shares held by the shareholders holding over 5% shares or the top ten shareholders
Shares Number of Pledging or freezing
held by the Quantity at Increase/d Number of the
Shares held by the top ten the end of ecrease in the non-restrict
Shareholder names top ten sharehold the the restricted ed shares
shareholders reporting reporting shares Status of the
ers held Quantity
period period held shares
(%)
AVIC International State-owned 162,977,3 162,977,32
41.49% 0 0
Holdings Limited corporate 27 7
China Life Insurance
Limited – Dividend – Domestic
Dividend to non-state-owned 1.06% 4,157,800 4,157,800 0 4,157,800
Individuals corporate
--005L-FH002 SHEN
ESSENCE
INTERNATIONAL
SECURITIES Foreign corporate 0.66% 2,610,000 610,000 0 2,610,000
(HONG KONG)
LIMITED
Domestic natural
Dai Wen 0.51% 2,009,321 0 0 2,009,321
person
CMS (HK) Foreign corporate 0.39% 1,522,341 65,812 0 1,522,341
Domestic natural
Zhou Weixian 0.36% 1,394,600 1,394,600 0 1,394,600
person
Domestic natural
Li Yunming 0.33% 1,314,100 1,314,100 0 1,314,100
person
Yangzhou Municipal State-owned
0.30% 1,161,639 1,161,639 0 1,161,639
Mining Bureau corporate
Shanghai Kewen
Investment
Domestic
Management Co.,
non-state-owned 0.29% 1,138,000 1,138,000 0 1,138,000
Ltd. – KEWEN T KE
corporate
No. 3 Investment
Fund
Domestic natural
Zeng Xialan 0.28% 1,099,080 1,099,080 0 1,099,080
person
About the fact that a strategic investor or
ordinary corporate became one of the top
Inapplicable
ten shareholders due to placement of new
shares (if any) (Refer to Note 3)
Explanation on associated relationship or The Company has found neither affiliation among the aforesaid shareholders nor concerted actor as
consistent action of the above specified in the Measures for Administration of Information on the Shareholder Equity Change of
shareholders Listed Companies.
Shareholding of top 10 shareholders of unrestricted shares
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Quantity of unrestricted shares held at the end of the Share type
Shareholder’s Name reporting period
Share type Quantity
AVIC International Holdings Limited 162,977,327 A-shares 162,977,327
China Life Insurance Limited – Dividend –
Dividend to Individuals --005L-FH002 4,157,800 A-shares 4,157,800
SHEN
ESSENCE INTERNATIONAL
2,610,000 B-shares 2,610,000
SECURITIES (HONG KONG) LIMITED
Dai Wen 2,009,321 A-shares 2,009,321
CMS (HK) 1,522,341 B-shares 1,522,341
Zhou Weixian 1,394,600 A-shares 1,394,600
Li Yunming 1,314,100 A-shares 1,314,100
Yangzhou Municipal Mining Bureau 1,161,639 A-shares 1,161,639
Shanghai Kewen Investment Management
Co., Ltd. – KEWEN T KE No. 3 Investment 1,138,000 A-shares 1,138,000
Fund
Zeng Xialan 1,099,080 A-shares 1,099,080
Explanation to the associated relationship
or consistent action among the top 10
The Company has found neither affiliation among the aforesaid shareholders nor concerted actor as
shareholders of non-restricted negotiable
specified in the Measures for Administration of Information on the Shareholder Equity Change of
shares and that between the top 10
Listed Companies.
shareholders of non-restricted negotiable
shares and top 10 shareholders.
Note to the top 10 shareholders involved in
margin financing & securities lending (if Inapplicable
any) (Refer to Note 4)
Did the top ten common shareholders or top ten shareholders of unrestricted ordinary shares conduct contractual
repurchase during the reporting period?
No
2. Controlling Shareholder
Nature of the controlling shareholder: State-owned holding directly under the central government
Type of the controlling shareholder: corporate
Name of the Controlling Legal Representative
Date of incorporation Organization code Principal business activities
Shareholder /Leader
Investing and initiating entities
(separate application is to be
submitted for a specific
AVIC International Holdings project); domestic commerce,
Wu Guangquan June 20, 1997 27935122-9
Limited supply and sales of goods and
materials (excluding the goods
for exclusive sale, under
special control and
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
monopolized goods); import
and export (excluding the
goods forbidden by law,
administrative rules and
regulations, decision of the
State Council; the restrictive
goods is not allowed for
operation until permit is
granted)
Equity in other domestic and
foreign listed companies held by
Holding 22.35% equity in CATIC Real Estate Co., Ltd. (CATIC Real Estate000043), 73.87% equity in AVIC
the controlling shareholder by
International Maritime Holdings Limited (listed in Singapore) and 20.81% equity in Tianma Micro-electronics
means of control and mutual
Co., Ltd. (SHEN TIANMA A000050).
shareholding in the reporting
period
Change of the controlling shareholder in the reporting period
Inapplicable
3. Actual Controller
Nature of the actual controller: State-owned assets regulatory agency directly under the central government
Type of the actual controller: corporate
Legal
Name of the Actual Controller Representative Date of incorporation Organization code Principal business activities
/Leader
International aviation, trading and
logistic, retail and high-end
CATIC International Holdings
Wu Guangquan April 12, 1983 10000099-9 consumption goods, real estate and
Limited
hotel, electronics and hi-tech,
resource development, etc.
Equity in other domestic and
foreign listed companies held by Holding 37.50% equity in AVIC International Holdings Limited (HK.0161) and 5 .56%equity in Tianma
the actual controler by means of Micro-electronics Co., Ltd. (SHEN TIANMA A000050).
control and mutual shareholding 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
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
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 Commiting Party
Inapplicable
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Chapter 7 About the Preferred Shares
Inapplicable
Chapter 8 Directors, Supervisors, Senior Executives and Staff
I. Change in Shares Held by Directors, Supervisors and Senior Executives
Number of Volume of Volume of Number of
shares shares shares shares
Other
Starting Expiry acquired at acquired sold held at end
Office increase/d
Names Positions Gender Age date of date of end of the during the during the of the
Status ecrease
tenure tenure reporting reporting reporting reporting
(shares)
period(sha period(sha period(sha period
res) res) res) (shares)
Diao September September
Chairman In office Male 53 0 0 0 0 0
Weicheng 28, 2015 28, 2018
Xu
Managing September September
Dongshen In office Male 50 0 0 0 0 0
Director 28, 2015 28, 2018
g
Wang August 31, August 31,
Director In office Male 50 0 0 0 0 0
Mingchuan 2015 2018
August 31, August 31,
Liu Aiyi Director In office Male 44 0 0 0 0 0
2015 2018
Zhong August 31, August 31,
Director In office Male 40 0 0 0 0 0
Sijun 2015 2018
August 31, August 31,
Cao Zhen Director In office Female 45 0 0 0 0 0
2015 2018
Zhang
Independe August 31, August 31,
Hongguan In office Male 60 0 0 0 0 0
nt Director 2015 2018
g
Zhang Independe August 31, August 31,
In office Male 50 0 0 0 0 0
Shunwen nt Director 2015 2018
Independe August 31, August 31,
Wang Yan In office Male 59 0 0 0 0 0
nt Director 2015 2018
Sui Yong Chairman In office Male 58 August 31, August 31, 0 0 0 0 0
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
of the 2015 2018
Supervisor
y
Committee
August 31, August 31,
Chen Zhuo Supervisor In office Male 40 0 0 0 0 0
2015 2018
Tang August 31, August 31,
Supervisor In office Male 55 0 0 0 0 0
Boxue 2015 2018
Deputy September September
Chen Libin In office Male 52 0 0 0 0 0
GM 28, 2015 28, 2018
Lu Deputy September September
In office Male 55 66,311 0 0 0 66,311
Bingqiang GM 28, 2015 28, 2018
Deputy September September
Du Xi In office Male 41 0 0 0 0 0
GM 28, 2015 28, 2018
Deputy
GM, September September
Lu Wanjun In office Male 49 0 0 0 0 0
Director, 28, 2015 28, 2018
secretary
Hu Chief September September
In office Male 52 0 0 0 0 0
Xinglong accountant 28, 2015 28, 2018
Huang September June 5,
Director Retired Male 42 0 0 0 0 0
Yongfeng 10, 2012 2015
Total -- -- -- -- -- -- 66,311 0 0 0 66,311
II. Change of Directors, Supervisors and/or Senior Executives
Names Office Taken Type Date Cause
Mr. Huang applied for resigning the post of director
of the Company and member of the Strategy
Huang 2015 年 06 月 05
Director Resignment Committee and the Nomination, Remuneration and
Yongfeng 日
Assessment Committee. After the resignment, Mr.
Huang no longer held any post in the Company
At the 20th meeting of the Seventh Board of Directors
New August 31, and 2015 1st Extraordinary General Meeting, Ms.
Cao Zhen Director
appointment 2015 Cao was elected director of the Eighth Board of
Directors.
III. Posts Holding
Professional Background, CV and Major Duties of Directors, Supervisors and Senior Executives in Office
Mr. Diao Weicheng, born in June, 1963, research fellow senior engineer, bachelor of physics of Sun Yat-sen University,
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
MBA and PhD of management science and engineering of Tongji University. Mr. Diao is a member of the Party Leadership
Group and deputy general manager of CATIC International Holdings Limited, the chairman of Rainbow Supermarket Co.,
Ltd. He used to be the general manager of China National Aero-technology Import & Export Corp. Beijing Co., deputy
general manager of China National Aero-technology Import & Export Corp., director, deputy general manager and a
member of the Party Committee of Shenzhen Pengji Holdings Co., Ltd. and deputy general manager of Shun Yip
Holdings Company Limited.
Mr. Xu Dongsheng, born in April 1966 research fellow senior economist, MBA of Tongji University. and PhD of Beijing
University of Aeronautics & Astronautics. He is now the managing director of the Company, a deputy of the 6th Session of
People’s Congress of Shenzhen Municipality, vice president of China Timepieces Association and chairman of Shenzhen
Timepieces Association. Mr. Xu used to the secretary of CYL Committee of CATIC Shenzhen Company Limited, GM of
the Collective Life Service Co., Ltd. of Shenzhen CATIC Enterprise Group, vice secretary of the discipline committee,
manager and president assistant of the supervision and audit department of CATIC Shenzhen Company Limited.
Mr. Wang Mingchuan, born in December 1966, senior accountant, master of management engineering of Tongji University.
Mr. Wang is a director of the Company, vice chief accountant of CATIC International Holdings Limited, chief accountant of
CATIC Shenzhen Company Limited, director of Tianma Microelectronics Co., Ltd., director of CATIC Real Estate Co., Ltd.
and director of Rainbow Supermarket Co., Ltd. He used to be a financial supervisor of the finanical 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., deputy
manager of the financial and audit department, deputy manager and manager of the financial department and vice chief
accountant of CATIC Shenzhen Company Limited.
Mr. Liu Aiyi, born in February, 1972, senior administrator, master of public relations management of Peking University. Mr.
Liu is the director of the human resource department of AVIC International Holdings Limited and director of Tianma
Micro-electronics Co., Ltd. and director of CATIC Real Estate Co., Ltd. He used to be the senior business manager of the
human resource department, chief of the division of leading cadres of the human resource department of China Aviation
Industry Corporation I and chief of the division of senior executives & talents of the human resource department of China
National Aviation Industry Group Co.
Mr. Zhong Sijun, born in December 1976, economist, master of management of Northwestern Polytechnical University. Mr.
Zhong is the secretary of AVIC International Holdings Limited, director of CATIC Real Estate Co., Ltd., director of
Rainbow Supermarket Co., Ltd. and director of Tianma Micro-electronics Co., Ltd. Mr. Zhong used to a deputy
supervisor of the Operation Management Department of AVIC International Holdings Limited, the secretary of the board of
Shenzhen CATIC Hotel Management Co., Ltd. and the secretary of the board of Shanghai Tianma Microelectronics Co.,
Ltd.
Ms. Cao Zhen, born in October 1971, born in October, 1971, medium-rank journalist, Bachelir of Artis of Jiangxi Normal
University, EMBA of China Europe International Business School. Ms. Cao is the manager of the enterprise culture
department of CATIC International Holdings Limited, a supervisor of CATIC Shenzhen Company Limited, a supervisor of
CATIC Real Estate Co., Ltd. She used to be the assistant to GM of CATIC Shenzhen Company Limited, the editor-in-chief
of AVIC News of CATIC Shenzhen Company Limited,, the manager of the Administration and Management Department of
CATIC Shenzhen Company Limited and the secretary of the board of CATIC Shenzhen Company Limited.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Mr. Zhang Hongguang, born in March 1956, senior engineer, bachelor of light industry machinery of Dalian Polytechnic
University. He is now an independent director of the Company, vice president of China Timepieces Association. He used
to be GM of Shenzhen Qixin Construction Group, deputy GM of Shenzhen Zhongyin Industrial Co., Ltd., manager of
Shenzhen Xinghua Co., Ltd. and deputy chief of the education department of the Ministry of Light Industry.
Mr. Zhang Shunwen, born in May, 1966, senior accountant, a CPA, and master of Zhongnan University of Economics and
Law. He is now an independent director of the Company, a partner of Lixin Certified Public Accountants (special general
partnership), an expert member of the Third Assessment Committee of Guangdong Senior Accountants, vice president of
Shenzhen Service Trade Association, practicing tutor of College of Economics of Shenzhen University, independent
director of Shenzhen Gongjin Electronics Co., Ltd., AVIC Sanxin Co., Ltd. and Shenzhen Special Economic Zone Real
Estate&Properties (Group).Co.,Ltd. He used to be a vice president of Shenzhen Association of CPAs and a member of
CPPCC of Shenzhen Municipality.
Mr. Wang Yan, born in February 1957 senior economist, master of business administration of State University of New
York. He is now an independent director of the Company, professor of Intellectual Property Academy of South China
University of Technology, deputy director of South China Training Base of the State Intellectual Property Bureau,
independent director of Shenzhen Maxonic Automation Control Co., Ltd. He used to be assistant to the director of the
Management Department of the State Intellectual Property Bureau, chief economist of the domestic listing company of
China Merchants Group (China Merchants Harbor Service), senior executive of First State China Fund Management Co.,
Ltd., associate professor of Southwest University of Political Science & Law and deputy director of Shenzhen Intellectual
Property Bureau.
Mr. Sui Yong, born in January 1958, senior accountant, bachelor of management engineering of Beijing University of
Aeronautics & Astronautics. He is the Chairman of the Supervisory Committee of the Company, deputy GM of CATIC
Shenzhen Company Limited. He used to be deputy manager and manager of the financial department, manager of the
settlement center, manager of the financial department, vice chief accountant and chief accountant of China National
Aero-Technology Import & Export Corporation Shenzhen Company and chairman of the supervisory committee of CATIC
Real Estate Co., Ltd.
Mr. Chen Zhuo, born in September 1976, accountant, MBA of Wuhan University, on-campus EMBA of China Europe
International Business School. He is now a supervisor of the Company and manager of the strategy and information
department. He used to be deputy manager of the strategy and information department of the Company, deputy GM and
manager of the financial information department of FIYTA Sales Co., Ltd. and securities affairs representative of the
Company.
Mr. Tang Boxue, born in July 1961, accountant, graduated from university. He is now a supervisor and the manager of
the audit department of the Company. He used to be deputy manager of the audit deparment and project manager of the
financial department of the Company and GM of Shenzhen Pengmen Restaurant Co., Ltd.
Mr. Chen Libin, born in June 1964, postgraduate of economics of the Party School of Guangdong Provincial CPC
Committee and EMBA of Sun Yat-Sen University. He is now the Secretary of the CPC Committee and deputy GM of the
Company. Mr. Chen used to be deputy director and director of the Party’s affairs of the Party-masses Work Department
and senior commissioner, deputy manager and manager of the enterprise culture department of AVIC Shenzhen and the
Secretary of the Board of the Company.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Mr. Lu Bingqiang, born in December 1961, senior economist, bechalor of Guangzhou Jinan University. Mr. Lu is deputy
GM of the Company and Managing Director of FIYTA (Hong Kong) Limited. He used to be the president secretary of AVIC
Shenzhen, GM assistant amd director of the Company, and GM and chairman of Shenzhen Harmony World Watches
Center.
Mr. Du Xi, born in July 1975, engineer, bachelor of mechatronic engineering of University of Electronic Science and
Technology of China, and EMBA of Sino-European International Management Institute. He is now a deputy GM of the
Company. Mr. Du used to be the assistant to the GM of the Company and the GM of FIYTA Brand, the deputy GM and GM
of FIYTA Sales Co., Ltd. and manager of FIYTA South China Branch.
Mr. Lu Wanjun, born in February, 1967, accountant and EMBA of Sino-European International Management Institute. Mr.
Lu is now 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.
Mr. Hu Xinglong, born in May, 1964, accountant, Chinese CPA, international certified internal auditor, EMBA of
Sino-European International Management Institute. Mr. Hu is now the Chief Accountant of the Company. He used to be
deputy chief accountant, management of the financial department and manager of the audit department of the Company.
Office taking in shareholder companies
Does he/she receive
Titles engaged remuneration or
Names of the Starting date of Expiry date of
Names of the Shareholders in the allowance from the
persons in office office term office term
shareholders shareholder?
Member of the
Party November 30,
Diao Weicheng CATIC International Holdings Limited No
Leadership 2010
Group
February 29,
Diao Weicheng CATIC International Holdings Limited Deputy GM Yes
2012
Vice Chief November 3,
Wang Mingchuan CATIC International Holdings Limited No
Accountant 2010
Chief
Wang Mingchuan AVIC Shenzhen August 6, 2010 Yes
Accountant
Supervisor of
Liu Aiyi CATIC International Holdings Limited July 1, 2010 Yes
HR Dept.
Secretary of
Zhong Sijun AVIC International Holdings Limited June 1, 2015 Yes
the company
Manager of the
Cao Zhen CATIC International Holdings Limited October 20, 2011 Yes
enterprise
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
culture
department
Cao Zhen AVIC Shenzhen Supervisor August 20, 2014 No
Sui Yong AVIC Shenzhen Deputy GM August 6, 2010 Yes
Explanation to
the office taking
Inapplicable
in shareholder
companies
Offices Taken in Other Organizations
Does he/she
Titles engaged receive
Names of the Starting date of Expiry date of office
Names of Other Organizations in the other remuneration or
persons in office office term term
organizations allowance from
other organization?
Zhang
China Timepieces Association Vice chairman Jan. 1, 2010 Yes
Hongguang
Lixin Certified Public Accountants (Special
Zhang Shunwen Partner Jan. 1, 2011 Yes
Ordinary Partnership)
Intellectual Property Academy of South China Full-time
Wang Yan Aug. 1, 2010 Yes
University of Technology professor
Explanation to
the office taking
Inapplicable
in 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 determination and actual payment of the remuneration to directors, supervisors
and senior executives
1. Decision-making procedures of the remuneration to directors, supervisors and senior executives: Remuneration to
directors and supervisors was reviewed and approved by the Company’s General Meeting and remuneration to senior
executives was reviewed and approved by the Board of Directors.
2. Basis for determining the remuneration to directors, supervisors and senior executives:
(1) Basis for Determining Remuneration to Directors: Remuneration to the directors appointed by the controlling
shareholder is determined and distributed by the controlling shareholder. Allowance to independent directors is subject to
the proposal prepared by the Board of Directors and reviewed and approved by the General Meeting and disclosed in the
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Company’s annual report. Except the aforesaid allowance, independent directors received no extra and undisclosed
benefit from the Company, the Company’s principal shareholders or other organization or personnel with stakeholding.
(2) Basis for Determining Remuneration to Supervisors: Remuneration to the supervisors appointed by the controlling
shareholder is determined and distributed by the controlling shareholder. Remuneration to the staff representative
supervisor is determined by the Company based on the specific job he/she is engaged in.
(3) Basis for Determining Remuneration to senior executives: The Company brought into full play and mobilized the senior
executives’ work enthusiasm and creativeness based on the Company’s operating results and with reference to the
average remuneration level in the trade, better improved the Company’s operating ability and result and ensured
realization of the Company’s strategic targets. The Company worked out the Measures for Administration of
Remuneration to the Senior Executives in 2009, insisted on the principle of distribution according to work and combination
of power, responsibility and benefit. The major orientation was “market based”, “full amount based” and “broadband
based”. Commencing from 2007 on, the Company has introduced Balance Scorecard Strategic Management Structure,
based on the establishment of the incentive and restriction mechanism adaptable to the modern enterprise system,
improved the corporate governance structure, decomposed the Company’s strategy to every department and post
through the balance scorecard to determine senior executives’ performance indicators and action plan on this basis,
conducted regular strategic review, work report and assessment on quarterly basis, and decided their total remuneration
and renewal of engagement according to the assessment results and fulfillment of performances.
3. Actual payment of the remuneration 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. The annual salary assessment for the GM was carried out
according to the assessment methods worked out by the shareholder. The assessment basis is mainly in accordance with
a series of indicators systems prepared based on the balance scorecard. The assessment for other senior executives was
conducted based on the indicators in the balance scorecard prepared at year beginning and the work report at year end.
Remuneration to directors, supervisors and senior executives in the reporting period
In CNY10,000
Remuneration
Total remuneration
actually received at
Names Positions Gender Age Office Status received from the
the end of the
Company
reporting period
Diao Weicheng Chairman Male 53 In office 0 No
Managing
Xu Dongsheng Male 50 In office 183.54 No
Director
Wang
Director Male 50 In office 0 No
Mingchuan
Liu Aiyi Director Male 44 In office 0 No
Zhong Sijun Director Male 40 In office 0 No
Cao Zhen Director Female 45 In office 0 No
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Zhang Independent
Male 60 In office 9 No
Hongguang Director
Independent
Zhang Shunwen Male 50 In office 9 No
Director
Independent
Wang Yan Male 59 In office 9 No
Director
Chairman of the
Sui Yong Supervisory Male 58 In office 0 No
Committee
Chen Zhuo Supervisor Male 40 In office 120.13 No
Tang Boxue Supervisor Male 55 In office 85.06 No
Chen Libin Deputy GM Male 52 In office 147.44 No
Lu Bingqiang Deputy GM Male 55 In office 142.99 No
Du Xi Deputy GM Male 41 In office 158.31 No
Deputy GM,
Director,
Lu Wanjun Male 49 In office 140.87 No
Secretary of the
Board
Chief
Hu Xinglong Male 52 In office 140.9 No
accountant
Huang
Director Male 42 Retired 0 No
Yongfeng
Total -- -- -- -- 1,146.24 --
Incentive equity to directors, supervisors or/and senior executives in the reporting period
Inapplicable
VI. About Employees
Ended the reporting period, there were altogether 5,562 employees in the Company. The composition of their education
background, age structure and job structure are indicated as follows:
1. Age Structure
Age Composition Below 30 30 - 40 over 40 Total
Number of persons 2973 1876 713 5562
Proportion % 53.45% 33.73% 12.82% 100.00%
2. Education Background
Education Master’s degree or University Junior college below junior Total
background higher graduation graduation college
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
composition
Number of persons 59 818 1540 3145 5562
Proportion% 1.06% 14.71% 27.69% 56.54% 100.00%
3. Job Structure
Job composition Management Operation Financial Production Total
Number 442 4680 141 299 5562
Proportion 7.94% 84.14% 2.54% 5.38% 100.00%
4. Remuneration Policy for Staff
The Company’s remuneration policy is based on strategy, market, performances and job value. The Company has
established a remuneration and benefit system with external competitiveness and internal fairness according to the
Company’s strategic target, ensuring the attractiveness to high quality talents of the industry, retaining the core and key
talents of the Company, activating the human resource, mobilizing staff’s enthusiasm and improving the Company’s core
competitiveness.
5. 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 “moulding an international brand and becoming
a globalized 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 the purpose of creating the core competitiveness
based on “brand building”, meeting the strategy challenge, promoting realization of the long and short term plan, the
Company determined the talent standard and qualification model based on the brand strategy by means of strategy
analysis, internal and external environment analysis, talent supply analysis and employees’ ability gap analysis, kept
building a training system integrated with talent development model, improved comprehensive, multi-level, targeted and
comprehensive accomplishment bearing, promoted overall and quick growth of employees and senior officers and
enhanced the Company’s core competitiveness.
6. Ended December 31, 2015, there were no retired staff whose pension or expenses needed to be borne by the
Company. The Company shows loving care for the retired staff by means of paying respective visits and extending its
regards.
Current Period
Total number of employees receiving
5,562
remuneration in the current period
Total amount of remuneration incurred in the
49,856.71
current period, in CNY10,000
Proportion of total remuneration in the
15.77%
operation revenue in the current period
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Average remuneration per senior executive
152.3
(CNY10,000/person)
Average remuneration per capita for all
8.96
employees (CNY10,000)
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Chapter 9 Corporate Governance
I. General
In the year 2015, 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 fincial 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 pledgement, 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 performaning 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.
Does there exist any difference in compliance with the corporate governance, the PRC Company Law and the relevant
provisions of CSRC.
No
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
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. Lai Weixuan, the Chairman, Mr. Wang Mingchuan, Mr. Huang Yongfeng, Mr. Wu
Xiaohua and Madam Wang Xiaohua, the four directors, and Mr. Sui Yong, 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 the Trademark FIYTA.
Organization: The Company has established its own intra-company organizations independent from the controlling
shareholder. The Board, the Supervisory Committee and the other internal departments and offices 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
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
1. General Meetings in the Reporting Period
Proportion of
Sessions Meeting Types investors in total Meeting date Disclosure date Disclosure index
participants
2014 Annual Annual General www.cninfo.com.c
0.15% June 17, 2015 June 18, 2015
General Meeting Meeting n
2015 1st
Extraordinary www.cninfo.com.c
Extraordinary 0.01% August 31, 2015 September 1, 2015
General Meeting n
General Meeting
About institutional investor(s)
Inapplicable
2. Request by the Preference Shareholders with the Vote Recovered for an Extraordinary General Meeting
Inapplicable
V. Duty Performance of Independent Directors in the Reporting Period
1. Attendance of Board Meetings and General Meetings
Independent Directors’ Attendance at Board Meetings
Failure to
Number of
Number of personally
Board meetings Number of
Independent Number of Spot Meetings Number of attend board
necessary to be attendances by
directors Attendances Attended by Absence meetings
attended in the representative
Communication successively
reporting period
twice (Yes/No)
Zhang Hongguang 9 2 6 1 0否
Zhang Shunwen 9 3 6 0 0否
Wang Yan 9 3 6 0 0否
Number of general meetings
attended by independent directors 2
as non-voting delegates
Notes to Failure to Personally Attend Board Meetings Successively Twice
Inapplicable
2. Objection of independent directors on some relevant issues
Did any of independent directors put forth any objection on some relevant issues
No
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
3. Other Note to Duty Performance of Independent Directors
Inapplicable
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 2015 on March 10, 2015. The
meeting reviewed and approved the Work Report of the Board of Directors in Year 2014 and the Profit Distribution for Year
2014, etc.; The second meeting of the Strategy Committee of year 2015 was held on April 16, 2015. The meeting
reviewed and approved the plan of non-public issuing of A-shares to the specified investors.
Summary Report on Performances of the Audit Committee of the Board of Directors
In accordance with China Securities Regulatory Commission, Contents and Formats for Information Disclosure by
Companies that Offer Securities to the Public Guideline (No. 2): Contents and Format of Annual Reports (Revision 2012),
Shenzhen Stock Exchange: Circular on Doing a Good Job in 2014 Annual Report and the Relevant Work in Listed
Companies, Basic Regulations on Enterprise Internal Control, Memorandum of Information Disclosure No. 21 –
Information to be Disclosed in the Annual Report and the Company’s Rules for the Work of the Audit Committee, the Audit
Committee of the Company conducted overall review of the Company’s audit work in 2014. The following is the summary
of the performances of the Audit Committee and the work of Grant Thornton 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 January 16, 2015, 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 2015 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, 2015, and approved to carry out the audit work for the year
2015 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, 2015 and approved to prepare the Self-Assessment Report on the Internal Control on this
basis and carry out the internal control audit work in 2015.
2. Decision on Overall Audit Plan
Before the CPAs started auditing, the audit committee, after consultation with the CPAs, decided the time schedule of the
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
audit work in 2015.
3. Supervision of the Audit Work
On January 18, 2016, 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.
4. Preliminary Auditor’s Opinions after Reviewing the Financial and Accounting Statements
On March 4, 2016, 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, 2015 and approved 2015 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, 2015 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 2015
Annual Report as scheduled.
5. Summary Work after the Formal Report
On March 8, 2016, 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 2016 1st Meeting 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 2015. In the opinion of the Audit Committee, Grant Thornton 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 2015 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.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
Summary Report on Performances of the Committees of Nomination, Remuneration and
Assessment of the Board of Directors
In the reporting period, the Committees 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. 2015 1st
meeting of the Committees of Nomination, Remuneration and Assessment held on March 10, 2015 reviewed and
approved the emoluments to the senior executives in the year 2014; 2015 2nd meeting of the Committees of Nomination,
Remuneration and Assessment held on August 12, 2015 reviewed and approved the proposal on election for the new
Board of Directors; 2015 3rd meeting of the Committees of Nomination, Remuneration and Assessment held on
September 23, 2015 reviewed and approved the transactions concerning election for the new Chairman of the Board,
replacement of some members of the special committees of the Board of Directors, and appointment of new GM, Deputy
GMs, Chief Accountant and the Secretary of the Board.
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
The Company brought into full play and mobilized the senior executives’ work enthusiasm and creativeness based on the
Company’s operating results and with reference to the average remuneration level in the trade, better improved the
Company’s operating ability and result and ensured realization of the Company’s strategic targets. The Company worked
out the Measures for Administration of Remuneration to the Senior Executives in 2009, insisted on the principle of
distribution according to work and combination of power, responsibility and benefit. The major orientation was “market
based”, “full amount based” and “broadband based”. Since 2007, the Company has introduced the balance scorecard as
the strategic management instrument. Based on the establishment of the incentive and binding mechanism corresponding
to the modern enterprise system and improvement of the corporate governance structure, the Company disintegrated the
Company’s strategy to various departments and posts by means of the balance scorecard so as to determine senior
executives’ performance targets and plan of action, and regularly conducted strategic review and work report assessment
on quarterly basis, and decided the total remuneration and office renewal based on the assessment results and
performances. The remuneration to the Company’s senior executives is the annual salary system. The annual salary
structure consists of the basic annual salary and performance based annual salary. The annual salary assessment for the
GM was carried out according to the assessment methods worked out by the shareholder. The assessment basis is
mainly based on a series of indicators systems prepared based on the balance scorecard, in which the performance
indicators of the surplus revenue rate were the main indicators. The assessment for other senior executives was
conducted based on the indicators in the balance scorecard prepared at year beginning and the work report and
assessment were carried out at year end.
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
IX. Internal Control
1. No 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 assessment March 10, 2016
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 100.00%
the Company’s consolidated
financial statements
Proportion of the operation
revenue of the entitied involved
in the assessment in the total
100.00%
operation revenue of the
Company’s consolidated
financial statements
Criteria for affirming the defects
Categories Financial Report Non-financial Report
(1) Material defects：
Misstatement≥Profit before tax 的
(1)Material defects: 5% of misstatement≥Profit before
5%；(2)Important defects：1% of
tax; (2)Important defects: 1% of profit before tax
profit before tax ≤ Misstatement＜
Qualitative criteria ≤Misstatement＜5% of profit before tax； (3)
5% of profit before tax;
Common defects：Misstatement＜1% if Profit before
(3)Common defects：
tax.
Misstatement＜1% of profit
before tax.
(1) This defect involves (1) Seriously breaching the law, administrative
malpractices of the directors, regulations and normative documents of the state; (2)
supervisors and senior "decision on major issues, important officer
Quantitative criterion
executives; (2) correction of the appointment and/or removal and arrangement of
financial statements already important projects as well as application of big sum of
published; (3) material fund have not undergone collective decision-making
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT, Full Text
misstatement involved in the procedures; (3) serious running off of officers and
current financial statements found technicians of the key positions; (4) there is no
by the CPAs while such system control available for the Company’s
misstatement has not been found production and operation pratice or the system no
in process of ooperation of the longer works; (5) the internal control for information
internal control; (4) the disclosure no longer works, having caused the
Company’s audit committee and Company censured publicly by the regulatory
the internal audit service have authority; (6) the results of the internal control
conducted ineffective supervision assessments, especially the material defects or
over the internal control. important defects have not been rectified.
Number of material defects in
0
the financial statements
Number of material defects in
0
the non-financial statements
Number of important defects in
0
the financial report
Number of important defects in
0
the non-financial report
X. Internal Control Audit Report
Review 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 Regulatoins for Enterprise Internal Control and the relevant provisions ended December 31,
2015.
Disclosure of the internal control
Disclosed
audit report
Date of disclosing the full text of
March 10, 2016
the internal control audit report
Index of disclosing the full text of
www.cninfo.com.cn
the internal control audit report
Type of the onions in the internal
Standard unqualified auditor’s report
control audit report
Are there any material defects in
No
the 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
FIYTA HOLDINGS LTD. 2015 ANNUAL REPORT,
Full Text
Chapter 10 Financial Report
Auditors’ Report
FIYTA Holdings Ltd.
For the Year Ended 31 December 2015
Grant Thornton
CONTENTS
Auditors’ report
Consolidated and company balance sheets 1-2
Consolidated and company income statements 3
Consolidated and company cash flow statements 4-5
Consolidated and company statements of changes in shareholders’
6-11
equity
Notes to the financial statements 12-89
致同会计师事务所(特殊普通合伙)
中国北京朝阳区建国门外大街 22 号
赛特广场 5 层邮编 100004
电话 +86 10 8566 5588
传真 +86 10 8566 5120
(English Translation for Reference Only)
Auditors’ Report
GTCSZ(2016) No. 441ZA2106
To the shareholders of FIYTA Holdings Ltd.,
We have audited the accompanying financial statements of FIYTA Holdings Ltd. (“FIYTA Holdings”),
which comprise the consolidated and company balance sheets as at 31 December 2015, and the
consolidated and company income statements, the consolidated and company cash flow statements and
consolidated and company statements of change in shareholders’ equity for the year then ended, and
notes to the financial statements.
I. Management’s Responsibility for the Financial Statements
Management of the Company is responsible for the preparation and fair presentation of these financial
statements in accordance with the requirements of Accounting Standards for Business Enterprises, and
for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
II. Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with China Standards on Auditing. Those standards require that we
comply with Chinese Certified Public Accountants’ ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
III. Opinion
In our opinion, the accompanying financial statements of FIYTA Holdings present fairly, in all material
respects, the consolidated and the company’s financial position of FIYTA Holdings as at 31 December
2015, and of their consolidated and the company’s financial performance and cash flows for the year then
ended in accordance with the requirements of Accounting Standards for Business Enterprises.
Grant Thornton Chinese Certified Public Accountant Su Yang
Chinese Certified Public Accountant Chen Zhifang
Beijing, China 10 March 2016
Consolidated and company balance sheets
As at 31 December 2015
Prepared by: FIYTA Holdings Ltd. Monetary unit: RMB Yuan
As at 31/12/2015 As at 31/12/2014
Item Notes
Consolidated Company Consolidated Company
Current assets:
Cash and bank balances V. 1 638,962,875.93 513,869,824.81 116,455,070.54 37,060,566.79
Financial assets measured at fair
value through profit or loss for - - - -
the current period
Notes receivable V. 2 7,197,788.08 - 6,162,768.29 -
Accounts receivable V. 3 304,725,676.29 351,276,905.53 11,735,787.90
Prepayments V. 4 48,869,563.60 43,054,642.06 -
Interest receivable - - - -
Dividends receivable - - - -
Other receivables V. 5 39,847,732.76 1,527,756,817.18 41,525,719.27 1,524,513,111.66
Inventories V. 6 2,092,691,019.29 - 2,133,791,024.32 -
Non-current assets due within
- - - -
one year
Other current assets V. 7 15,796,773.56 2,089,651.83 14,421,516.43 503,071.74
Total current assets 3,148,091,429.51 2,043,716,293.82 2,706,687,646.44 1,573,812,538.09
Non-current assets:
Available-for-sale financial assets V. 8 85,000.00 85,000.00 85,000.00 85,000.00
Held-to-maturity investments - - - -
Long-term receivables - - - -
Long-term equity investment V. 9 43,221,572.05 814,121,292.05 42,389,759.91 773,189,479.91
Investment property V. 10 216,948,193.02 216,948,193.02 226,091,938.89 226,091,938.89
Fixed assets V. 11 361,979,828.01 113,553,719.50 323,732,870.58 117,256,223.80
Construction in progress V. 12 173,189,274.57 173,189,274.57 51,389,263.53 51,389,263.53
Construction materials - - - -
Disposal of fixed assets - - - -
Productive biological assets - - - -
Oil and gas assets - - - -
Intangible assets V. 13 36,429,626.66 30,104,404.98 35,502,525.72 29,165,984.08
Development expenditures - - - -
Goodwill V. 14 - - - -
Long-term deferred expenses V. 15 155,704,564.39 4,693,186.19 149,733,566.03 4,813,767.34
Deferred tax assets V. 16 105,901,723.16 1,081,888.10 90,669,076.10 1,198,606.77
Other non-current assets V. 17 5,118,833.65 5,118,833.65 31,500,000.00 -
Total non-current assets 1,098,578,615.51 1,358,895,792.06 951,094,000.76 1,203,190,264.32
Total assets 4,246,670,045.02 3,402,612,085.88 3,657,781,647.20 2,777,002,802.41
Consolidated and company balance sheets (continued)
As at 31 December 2015
As at 31/12/2015 As at 31/12/2014
Item Notes
Consolidated Company Consolidated Company
Current liabilities
Short-term loans V. 18 988,186,200.00 700,000,000.00 989,445,000.00 683,000,000.00
Financial liabilities measured at
fair value through profit or loss - - - -
for the current period
Notes payable - - - -
Accounts payable V. 19 155,939,686.54 23,711,339.76 147,119,118.81 211,339.76
Advances from customer V. 20 18,031,129.87 3,207,516.61 12,087,368.17 3,484,435.98
Employee benefits payable V. 21 39,396,747.95 8,188,793.56 38,648,432.41 10,307,200.18
Taxes payable V. 22 68,921,732.81 2,857,031.42 77,602,770.06 3,505,501.05
Interest payable V. 23 19,211,630.02 18,170,745.35 19,420,893.75 18,139,997.63
Dividends payable - - - -
Other payables V. 24 48,131,616.20 17,550,238.03 188,574,900.45 165,507,426.74
Non-current liabilities due
108,914,000.00 - - -
within one year
Other current liabilities V. 25 1,988,252.38 - 5,482,521.27 -
Total current liabilities 1,448,720,995.77 773,685,664.73 1,478,381,004.92 884,155,901.34
Non-current liabilities:
Long-term loan V. 26 90,994,964.33 68,361,928.00 139,952,425.65 15,361,928.00
Bonds payable V. 27 399,823,760.28 399,823,760.28 398,767,929.40 398,767,929.40
Long-term payables - - - -
Long-term employee benefits
- - - -
payable
Specific payables - - - -
Contingent liabilities - - - -
Deferred income V. 28 4,300,000.00 4,300,000.00 4,200,000.00 4,200,000.00
Deferred tax liabilities - - - -
Other non-current liabilities - - - -
Total non-current liabilities 495,118,724.61 472,485,688.28 542,920,355.05 418,329,857.40
Total liabilities 1,943,839,720.38 1,246,171,353.01 2,021,301,359.97 1,302,485,758.74
Share capital V. 29 438,744,881.00 438,744,881.00 392,767,870.00 392,767,870.00
Capital reserve V. 30 1,062,455,644.22 1,068,111,185.32 525,508,281.60 531,163,822.70
Less: treasury stock - - - -
Other comprehensive income V. 31 -17,145,189.71 - -17,609,265.22 -
Special reserves - - - -
Surplus reserve V. 32 179,743,077.15 179,743,077.15 165,915,466.89 165,915,466.89
Undistributed profit V. 33 635,417,237.55 469,841,589.40 566,819,577.37 384,669,884.08
Total shareholders' equity
2,299,215,650.21 2,156,440,732.87 1,633,401,930.64 1,474,517,043.67
attributable to the parent
company 3,614,674.43 - 3,078,356.59 -
Total shareholders’ equity 2,302,830,324.64 2,156,440,732.87 1,636,480,287.23 1,474,517,043.67
Total liabilities and
4,246,670,045.02 3,402,612,085.88 3,657,781,647.20 2,777,002,802.41
shareholders’ equity
Legal representative:Xu Principal in charge of accounting:Hu Head of accounting
Dongsheng Xinglong department:Hu Xinglong
Consolidated and company income statements
For the year ended 31 December 2015
Prepared by: FIYTA Holdings Ltd. Monetary unit: RMB Yuan
Not Year ended 31/12/2015 Year ended 31/12/2014
Item
es Consolidated Company Consolidated Company
108,183,860.4
I. Operating revenue V. 34 3,162,196,212.90 95,435,182.26 3,278,142,785.87
5
Less: Operating cost V. 34 1,929,513,666.04 14,952,820.19 2,054,714,957.45 30,576,403.18
Business tax and surcharges V. 35 30,674,510.18 5,351,881.76 23,901,881.30 5,072,072.03
Selling and distribution
V. 36 779,536,520.59 - 722,839,956.11 -
expenses
G&A expenses V. 37 198,077,866.76 53,984,337.81 208,452,027.58 53,365,686.49
Financial expenses V. 38 94,347,464.79 18,388,066.34 105,819,460.82 22,482,320.07
Impairment loss V. 39 6,253,998.83 -566,874.66 2,621,303.29 441,201.26
Add: Gains from changes in fair value
- - - -
("-" for losses)
Investment gain (“-“ for losses) V. 40 831,812.14 132,219,952.72 -848,180.21 87,893,120.21
Including: Income from
investment in associates and jointly 831,812.14 831,812.14 -848,180.21 -848,180.21
controlled enterprise
II. Operating profit (“-“ for losses) 124,623,997.85 135,544,903.54 158,945,019.11 84,139,297.63
Add: non-operating income V. 41 12,037,251.82 3,566,753.92 12,541,095.86 8,530,541.14
Including: gains from disposal of
94,316.07 4,000.00 70,124.76 57,532.85
non-current assets
Less: non-operating expenses V. 42 1,131,027.33 316,767.32 1,091,494.98 212,482.77
Including: losses from disposal of
59,880.75 16,717.32 115,045.74 32,482.77
non-current assets
III. Profit before income tax ("-" for
135,530,222.34 138,794,890.14 170,394,619.99 92,457,356.00
losses)
Less: income tax expenses V. 43 13,486,541.61 518,787.56 24,291,386.77 443,629.11
IV. Net profit for the year ("-" for
122,043,680.73 138,276,102.58 146,103,233.22 92,013,726.89
losses)
Attributable to:
121,702,057.44 - 145,591,136.39 -
Shareholders of the parent company
Minority interests 341,623.29 - 512,096.83 -
V. After tax other comprehensive
658,770.06 - -9,354,879.56 -
income
Attributable to:
464,075.51 - -9,348,432.13 -
Shareholders of the parent company
A. Not reclassified subsequently to profit
- - - -
or loss
B. Reclassified subsequently to profit or
464,075.51 - -9,348,432.13 -
loss
a. Translation differences arising on
translation of foreign currency financial 464,075.51 - -9,348,432.13 -
statements
Minority interests 194,694.55 - -6,447.43 -
VI. Total comprehensive income for
122,702,450.79 138,276,102.58 136,748,353.66 92,013,726.89
the year
Attributable to:
122,166,132.95 - 136,242,704.26 -
Shareholders of the parent company
Minority interests 536,317.84 - 505,649.40 -
VII. Earnings per share: - -
1. Basic earnings per share 0.310 - 0.371 -
2. Diluted earnings per share - - - -
Principal in charge of accounting:Hu Head of accounting
Legal representative:Xu Dongsheng
Xinglong department:Hu Xinglong
Consolidated and company cash flow statements
For the year ended 31 December 2015
Prepared by: FIYTA Holdings Ltd. Monetary unit: RMB Yuan
Year ended 31/12/2015 Year ended 31/12/2014
Item Notes
Consolidated Company Consolidated Company
I. Cash flows from operating activities:
Cash received from sales of goods and rendering
3,655,072,713.33 106,837,676.30 3,753,155,046.51 342,112,116.63
of services
Refund of taxes and surcharges - - - -
Cash received relating to other operating activities V. 44 41,260,214.12 62,329,516.00 39,294,097.35 12,452,134.93
Subtotal of cash inflows from operating
3,696,332,927.45 169,167,192.30 3,792,449,143.86 354,564,251.56
activities
Cash paid for goods and services 2,182,822,674.35 - 2,491,056,383.84 21,692,373.05
Cash paid to and on behalf of employees 498,411,775.82 50,544,482.34 450,944,736.29 42,583,354.07
Payments of taxes and levies 267,337,552.24 10,408,943.54 199,704,011.66 8,053,948.98
Cash paid relating to other operating activities V. 44 351,523,932.63 13,607,560.44 361,554,381.10 137,085,829.65
Subtotal of cash outflows for operating
3,300,095,935.04 74,560,986.32 3,503,259,512.89 209,415,505.75
activities
Net cash flows from operating activities 396,236,992.41 94,606,205.98 289,189,630.97 145,148,745.81
II. Cash flows from investing activities
Cash received from disposal of investments - - 1,400,000.00
Cash received from returns on investments - 131,388,140.58 - 88,741,300.42
Net cash received from disposal of fixed assets,
340,367.11 111,800.00 51,919.04 41,000.00
intangible assets and other long-term assets
Cash received from disposal of subsidiaries and
- - - -
other business units
Net cash received relating to other investing
- - - -
activities
Subtotal of cash inflows from investing
340,367.11 131,499,940.58 51,919.04 90,182,300.42
activities
Cash paid to acquire fixed assets, intangible assets
230,352,063.28 105,530,925.54 185,725,953.70 47,533,744.89
and other long-term assets
Cash paid to acquire investments - 40,100,000.00 - -
Net cash paid to acquire subsidiaries and other
- - - -
business units
Cash paid relating to other investing activities V. 44 - - 1,575,000.00 1,575,000.00
Subtotal of cash outflows for investing
230,352,063.28 145,630,925.54 187,300,953.70 49,108,744.89
activities
Net cash flows from investing activities -230,011,696.17 -14,130,984.96 -187,249,034.66 41,073,555.53
III. Cash flows from financing activities：
Cash received from capital contributions 585,499,993.55 585,499,993.55 - -
Including: Cash received from capital contributions
- - - -
by minority shareholders of subsidiaries
Cash received from loans 2,338,413,855.11 1,813,000,000.00 1,383,754,987.79 838,000,000.00
Cash received from bonds - - - -
Cash received relating to other financing activities V. 44 13,500,000.00 - 189,684,398.22 150,001,328.82
Sub-total of cash inflows from financing
2,937,413,848.66 2,398,499,993.55 1,573,439,386.01 988,001,328.82
activities
Cash repayments of borrowings 2,289,386,353.35 1,743,000,000.00 1,489,909,721.41 1,050,000,000.00
Cash payments for interest expenses and
127,821,827.59 107,150,257.43 135,784,422.03 115,502,648.61
distribution of dividends or profits
Including: Cash payments for dividends or profit to
- - - -
minority shareholders of subsidiaries
Cash payments relating to other financing activities V. 44 165,515,699.12 152,015,699.12 42,248,452.40 1,165,383.00
Including: Cash payments to minority shareholders
- - - -
of subsidiaries for capital reduction
Sub-total of cash outflows for financing
2,582,723,880.06 2,002,165,956.55 1,667,942,595.84 1,166,668,031.61
activities
Net cash flows from financing activities 354,689,968.60 396,334,037.00 -94,503,209.83 -178,666,702.79
IV. Effect of foreign exchange rate changes on
1,592,540.55 - -220,426.68 -
cash and cash equivalents
V. Net increase in cash and cash equivalents V. 45 522,507,805.39 476,809,258.02 7,216,959.80 7,555,598.55
Add: Cash and cash equivalents as at 31/12/2014 114,880,070.54 35,485,566.79 107,663,110.74 27,929,968.24
VI. Cash and cash equivalent as at 31/12/2015 V. 45 637,387,875.93 512,294,824.81 114,880,070.54 35,485,566.79
Head of accounting
Legal representative:Xu Dongsheng Principal in charge of accounting: Hu Xinglong
department:Hu Xinglong
Consolidated statements of changes in shareholders’ equity
for the Year Ended 31 December 2015
Prepared by: FIYTA Holdings Ltd. Monetary Unit: RMB Yuan
Year ended 31/12/2015
Attributable to shareholders' equity of the parent company
Item Minority Total shareholders'
Less: Other General
Special Surplus Undistributed interest equity
Share capital Capital reserve treasury comprehensive risk
reserve Reserve profit
stocks income reserve
I. Balance at 31/12/2014 392,767,870.00 525,508,281.60 - -17,609,265.22 - 165,915,466.89 - 566,819,577.37 3,078,356.59 1,636,480,287.23
Add: Changes in accounting
—— —— —— —— —— —— —— —— —— ——
policies
Correction of errors —— —— —— —— —— —— —— —— —— ——
Consolidation under common
- - - - - - - - - -
control
Others - - - - - - - - - -
II. Balance at 1/1/2015 392,767,870.00 525,508,281.60 - -17,609,265.22 - 165,915,466.89 - 566,819,577.37 3,078,356.59 1,636,480,287.23
III. Changes in equity for the
45,977,011.00 536,947,362.62 - 464,075.51 - 13,827,610.26 - 68,597,660.18 536,317.84 666,350,037.41
year ( "- "for decrease)
(I) Total comprehensive income
- - - 464,075.51 - - - 121,702,057.44 536,317.84 122,702,450.79
for the year
(II) Shareholders' contributions
45,977,011.00 536,947,362.62 - - - - - - - 582,924,373.62
and decrease of capital
1. Common shares by the
45,977,011.00 536,947,362.62 - - - - - - - 582,924,373.62
shareholders
2. Increase in shareholders'
equity resulted from share-based - - - - - - - - - -
payments
3. Others - - - - - - - - -
(III) Appropriation of profits - - - - - 13,827,610.26 - -53,104,397.26 - -39,276,787.00
1. Transfer to surplus reserves - - - - - 13,827,610.26 - -13,827,610.26 - -
2. Distributions to shareholders - - - - - - - -39,276,787.00 - -39,276,787.00
3. Others - - - - - - - - - -
(IV) Transfer within equity - - - - - - - - - -
1.Capital reserves converting
- - - - - - - - - -
into share capital
2.Surplus reserves converting
- - - - - - - - - -
into share capital
3.Surplus reserves cover the
- - - - - - - - - -
deficit
4. Others - - - - - - - - - -
(V) Special Reserve - - - - - - - - - -
1. Provision for the year - - - - - - - - - -
2. Use for the year - - - - - - - - - -
(VI) Others - - - - - - - - - -
IV. Balance at 31/12/2015 438,744,881.00 1,062,455,644.22 - -17,145,189.71 - 179,743,077.15 - 635,417,237.55 3,614,674.43 2,302,830,324.64
Legal Representative:Xu Dongsheng Principal in charge of accounting:Hu Xinglong Head of accounting department:Hu Xinglong
Consolidated statements of changes in shareholders’ equity (continued)
for the Year Ended 31 December 2015
Prepared by: FIYTA Holdings Ltd. Monetary Unit: RMB Yuan
Year ended 31/12/2014
Attributable to shareholders' equity of the parent company
Item Less: Other General Minority Total shareholders'
Special Surplus Undistributed interest equity
Share capital Capital reserve treasury comprehensive risk
reserve Reserve profit
stocks income reserve
I. Balance at 31/12/2013 392,767,870.00 525,506,952.78 - -8,260,833.09 - 156,714,094.20 - 469,706,600.67 2,384,907.19 1,538,819,591.75
Add: Changes in accounting
—— —— —— —— —— —— —— —— —— ——
policies
Correction of errors —— —— —— —— —— —— —— —— —— ——
Consolidation under common
- - - - - - - - - -
control
Others - - - - - - - - - -
II. Balance at 1/1/2014 392,767,870.00 525,506,952.78 - -8,260,833.09 - 156,714,094.20 - 469,706,600.67 2,384,907.19 1,538,819,591.75
III. Changes in equity for the
- 1,328.82 - -9,348,432.13 - 9,201,372.69 - 97,112,976.70 693,449.40 97,660,695.48
year ( "- "for decrease)
(I) Total comprehensive income
- - - -9,348,432.13 - - - 145,591,136.39 505,649.40 136,748,353.66
for the year
(II) Shareholders' contributions
- 1,328.82 - - - - - - 187,800.00 189,128.82
and decrease of capital
1. Common shares by the
- - - - - - - - 187,800.00 187,800.00
shareholders
2. Increase in shareholders'
equity resulted from share-based - - - - - - - - - -
payments
3. Others - 1,328.82 - - - - - - - 1,328.82
(III) Appropriation of profits - - - - - 9,201,372.69 - -48,478,159.69 - -39,276,787.00
1. Transfer to surplus reserves - - - - - 9,201,372.69 - -9,201,372.69 - -
2. Distributions to shareholders - - - - - - - -39,276,787.00 - -39,276,787.00
3. Others - - - - - - - - - -
(IV) Transfer within equity - - - - - - - - - -
1.Capital reserves converting
- - - - - - - - - -
into share capital
2.Surplus reserves converting
- - - - - - - - - -
into share capital
3.Surplus reserves cover the
- - - - - - - - - -
deficit
4. Others - - - - - - - - - -
(V) Special Reserve - - - - - - - - - -
1. Provision for the year - - - - - - - - - -
2. Use for the year - - - - - - - - - -
(VI) Others - - - - - - - - - -
IV. Balance at 31/12/2014 392,767,870.00 525,508,281.60 - -17,609,265.22 - 165,915,466.89 - 566,819,577.37 3,078,356.59 1,636,480,287.23
Legal Representative:Xu Dongsheng Principal in charge of accounting:Hu Xinglong Head of accounting department:Hu Xinglong
Company statements of changes in shareholders’ equity
for the Year Ended 31 December 2015
Prepared by: FIYTA Holdings Ltd. Monetary Unit: RMB Yuan
Year ended 31/12/2015
Item Less: Total
Other comprehensive Special Undistributed
Share capital Capital reserve treasury Surplus Reserve shareholders'
income reserve profit
stocks equity
I. Balance at 31/12/2014 392,767,870.00 531,163,822.70 - - - 165,915,466.89 384,669,884.08 1,474,517,043.67
Add: Changes in accounting policies —— —— —— —— —— —— —— ——
Correction of errors —— —— —— —— —— —— —— ——
Others - - - - - - - -
II. Balance at 1/1/2015 392,767,870.00 531,163,822.70 - - - 165,915,466.89 384,669,884.08 1,474,517,043.67
III. Changes in equity for the year ( "- "for
45,977,011.00 536,947,362.62 - - - 13,827,610.26 85,171,705.32 681,923,689.20
decrease)
(I) Total comprehensive income for the year - - - - - - 138,276,102.58 138,276,102.58
(II) Shareholders' contributions and decrease of
45,977,011.00 536,947,362.62 - - - - - 582,924,373.62
capital
1. Common shares by the shareholders 45,977,011.00 536,947,362.62 - - - - - 582,924,373.62
2. Increase in shareholders' equity resulted from
- - - - - - - -
share-based payments
3. Others - - - - - - -
(III) Appropriation of profits - - - - - 13,827,610.26 -53,104,397.26 -39,276,787.00
1. Transfer to surplus reserves - - - - - 13,827,610.26 -13,827,610.26 -
2. Distributions to shareholders - - - - - - -39,276,787.00 -39,276,787.00
3. Others - - - - - - - -
(IV) Transfer within equity - - - - - - - -
1.Capital reserves converting into share capital - - - - - - - -
2.Surplus reserves converting into share capital - - - - - - - -
3.Surplus reserves cover the deficit - - - - - - - -
4. Others - - - - - - - -
(V) Special Reserve - - - - - - - -
1. Provision for the year - - - - - - - -
2. Use for the year - - - - - - - -
(VI) Others - - - - - - - -
IV. Balance at 31/12/2015 438,744,881.00 1,068,111,185.32 - - - 179,743,077.15 469,841,589.40 2,156,440,732.87
Head of accounting department:Hu
Legal Representative:Xu Dongsheng Principal in charge of accounting:Hu Xinglong
Xinglong
Company statements of changes in shareholders’ equity
for the Year Ended 31 December 2015
Prepared by: FIYTA Holdings Ltd. Monetary Unit: RMB Yuan
Year ended 31/12/2014
Item Less: Other Total
Special Undistributed
Share capital Capital reserve treasury comprehensive Surplus Reserve shareholders'
reserve profit
stocks income equity
I. Balance at 31/12/2013 392,767,870.00 531,162,493.88 - - - 156,714,094.20 341,134,316.88 1,421,778,774.96
Add: Changes in accounting policies —— —— —— —— —— —— —— ——
Correction of errors —— —— —— —— —— —— —— ——
Others - - - - - - - -
II. Balance at 1/1/2014 392,767,870.00 531,162,493.88 - - - 156,714,094.20 341,134,316.88 1,421,778,774.96
III. Changes in equity for the year ( "- "for
- 1,328.82 - - - 9,201,372.69 43,535,567.20 52,738,268.71
decrease)
(I) Total comprehensive income for the year - - - - - - 92,013,726.89 92,013,726.89
(II) Shareholders' contributions and decrease of
- 1,328.82 - - - - - 1,328.82
capital
1. Common shares by the shareholders - - - - - - - -
2. Increase in shareholders' equity resulted from
- - - - - - - -
share-based payments
3. Others - 1,328.82 - - - - - 1,328.82
(III) Appropriation of profits - - - - - 9,201,372.69 -48,478,159.69 -39,276,787.00
1. Transfer to surplus reserves - - - - - 9,201,372.69 -9,201,372.69 -
2. Distributions to shareholders - - - - - - -39,276,787.00 -39,276,787.00
3. Others - - - - - - - -
(IV) Transfer within equity - - - - - - - -
1.Capital reserves converting into share capital - - - - - - - -
2.Surplus reserves converting into share capital - - - - - - - -
3.Surplus reserves cover the deficit - - - - - - - -
4. Others - - - - - - - -
(V) Special Reserve - - - - - - - -
1. Provision for the year - - - - - - - -
2. Use for the year - - - - - - - -
(VI) Others - - - - - - - -
IV. Balance at 31/12/2014 392,767,870.00 531,163,822.70 - - - 165,915,466.89 384,669,884.08 1,474,517,043.67
Head of accounting department:Hu
Legal Representative:Xu Dongsheng Principal in charge of accounting:Hu Xinglong
Xinglong
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Notes to the Financial Statements
I. Company information
1. Company Profile
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 Ltd”.
Pursuant to the approval of ShenRen 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 ShenZheng Ban Fu[1993]20 issued by Shenzhen Securities Regulatory Office and ShenZheng 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 China Securities Regulatory Commission (CSRC) about non-public offering of stocks of Shenzhen FIYTA
Holdings Limited” (ZhengJianXuKe[2010]1703) and the approval of State-owned Assets Supervision and Administration
Commission of the State Council (SASAC) about non-public offering of stocks of Shenzhen FIYTA Holdings Limited”
(SASAC(2010)430) in 2010, the Company was approved to issue not more than 50,000,000 ordinary shares (A shares) through
non-public offering. After the completion of the non-public offering of stocks on 9 December 2010, the Company’s registered
capital was increased to RMB280,548,479.00 and the equity capital of the Company held by China National Aviation Group
reduced to 41.49%.
On 8 April 2011, at the basis of 280,548,479 equity shares on 31 December 2010, the Company issued 4 shares for each 10 shares
by transfer of capital reserves to share capital. Total shares of the Company were increased to 392,767,870 shares after then on.
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 of 31 December 2015, the Company has accumulatively issued 438,744,881 shares in total, refer to Note V. 29 for details.
The business scope of the Company and its subsidiaries (collectively referred to as the “Group”) mainly includes: producing and
selling of analogue quartz watches and its movements, components, various timing devices, processing and wholesaling karat gold
jewelry watches (production sites are to be declared separately); domestic commercial and material supply and distributing
business (excluding goods under exclusive operational rights, special control and exclusive sales); property management and
leasing; import and export business of self-design, construction; import and export business (according to Shen Mao Guan Deng
ZhengZi No.2007-072).The legal representative of the Company is Wu Guangquan. The residence of the Company is FIYTA
Hi-Tech Building located at GaoXin Nan Yi Dao, Nanshan District, Shenzhen.
Corporate governance structure that are established by the Company includes general meeting of shareholders, board of
directors, board of supervisors, audit committee, strategy committee and nomination, remuneration and evaluation committee.
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
The Company has administration, human resources, finance, property, innovative design, strategy and information department,
general office of board of directors, audit, R&D, and other functional departments.
The financial statements and notes to the financial statements have been approved by the 6th meeting of the 8th Board of
Directors of the Company on 8 March 2016.
2. Scope of consolidated financial statements
Within the reporting period, ProTop Limited, one of the subsidiaries of the Company, was deregistered. Refer to Notes VI,
Change of consolidation scope, and Notes VII, Equity in other entities for more details.
II. Basis of preparation
The financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the
Ministry of Finance and their application guidelines, interpretations and other relevant requirements (collectively, " Accounting
Standards for Business Enterprises ").Besides, the Group discloses the relevant financial information in accordance with
Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No. 15 - General Provisions on
Financial Reports (2014 Revision)announced by China Securities Regulatory Commission.
The financial statements of the Company have been prepared on going concern basis.
The Group follows the accrual basis of accounting. The financial statements are prepared under the historical cost convention
except for certain financial instruments. If impaired, the assets shall provide for impairment in accordance with the relevant
regulations.
III. Significant accounting policies and accounting estimates
The Group determines the policies of depreciation of fixed asset, amortization of intangible assets, capitalized conditions of
R&D expenses and revenue recognition according to the characteristics of its production and operation. Refer to Notes III. 16,
19, 20 and 25 for specific accounting policies.
1. Representation of compliance with the Accounting Standards for Business Enterprises
The financial statements are prepared in accordance with the requirements of the Accounting Standards for Business Enterprises,
which have truly and completely presented the financial position of the Group and Company as of 31 December 2015 and their
operating results and cash flows and other relevant information for the year ended 31 December 2015.
2. Accounting period
Accounting year starts on 1 January and ends on 31 December.
3. Operating Cycle
The operating cycle of the Group is 12 months.
4. Functional currency
The Company and its domestic subsidiaries adopt Renminbi (RMB) as functional currency.
Except for the Swiss-based subsidiary Montres Chouriet SA (the “Swiss Company”), which is a subsidiary of FIYTA (Hong
Kong) Limited (the “FIYTA Hong Kong”), uses Swiss Franc as the functional currency on the basis of the primary economic
environment in which the Swiss Company operates, all other subsidiaries outside of the mainland China, including HARMONY
World Watches International Limited (the “World Watches International)”, a subsidiary of Shenzhen HARMONY World Watches
Centre Co., Ltd (the “HARMONY Company”), FIYTA Hong Kong and its subsidiary Station 68 Limited ( the “Station 68”) as
well as Nature Art Limited, which is special purpose vehicles controlled by Station 68, use Hong Kong Dollar (HKD) as the
functional currency and their financial statements are translated into RMB on the preparation of the financial statements.
The currency used in preparation of the Group’s financial statements is RMB.
5. Accounting treatment for business combinations involving entities under common control and not under common control
(1) Business combinations involving entities under common control
For a business combination involving enterprises under common control, assets and liabilities that are obtained in a business
combination is measured at the carrying amount of the owners’ equity of the party being absorbed in the consolidated financial
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
statements of the ultimate controlling party at combination date, except for the adjustments of different accounting policies. The
difference between the carrying amount of the net assets obtained and the carrying amount of the consideration paid for the
combination (or total par value of shares issued) is adjusted to capital reserve, if the capital reserve is not sufficient to absorb the
difference, any excess is adjusted against retained earnings.
Business combinations involving entities under common control achieved in stages that involves multiple transactions
In the separate financial statements, the initial investment cost is the absorbing party’s share of the carrying amount of the
owners’ equity of the party being absorbed in the consolidated financial statements of the ultimate controlling party at
combination date. The difference between initial investment cost and original investment carrying amount prior combination plus
newly paid consideration at the combination date is adjusted to capital reserve (share/capital premium), if the capital reserve is
not sufficient to absorb the difference, any excess is adjusted against retained earnings.
In the consolidated financial statements, assets and liabilities that are obtained in a business combination are measured at their
carrying amount of the owners’ equity of the party being absorbed in the consolidated financial statements of the ultimate
controlling party at combination date, except for the adjustments of different accounting policies. The difference between the
original investment carrying amount prior combination plus newly paid consideration at the combination date and the carrying
amount of the net assets obtained is adjusted to capital reserve (share/capital premium), if the capital reserve is not sufficient to
absorb the difference, any excess is adjusted against retained earnings. The long-term equity investment of the absorbing party
prior to combination, profit or loss, other comprehensive income and changes of other owners’ equity recognized between the
later of combination date and the date that the absorbing party and the absorbed party are under common ultimate control are
offset the opening retained earnings or profit or loss for the current period in the comparative statement.
(2) Business combination involving entities not under common control
For business combinations involving entities not under common control, the consideration for each combination is measured at
the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity securities issued
by the acquirer in exchange for control of the acquiree. At the acquisition date, the acquired assets, liabilities and contingent
liabilities of the acquiree are measured at their fair value.
Where the cost of combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the
difference is recognized as goodwill, and measured on the basis of its costs minus the accumulative impairment provisions.
Where the cost of combination is less than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the
difference is recognized in profit or loss for the current period after reassessment.
Business combinations involving entities not under common control achieved in stages that involves multiple transactions.
In the separate 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 the previously-held
equity investment is accounted for under the equity method, any other comprehensive income previously recognized is not
changed on the combination date and is accounted for on the same basis as would have been required if the investee had directly
disposed of the related assets or liabilities. The owners’ equity recognized as the changes of the investee’s other owners’ equity
except for net profit or loss, other comprehensive income and profit distribution are transferred to profit or loss for the current
period when disposing the investment. For the previously-held equity investment which was accounted for using fair value, the
accumulated changes in fair value included in other comprehensive income is transferred to profit or loss for the current period
upon commencement of the cost method.
In the consolidated financial statements, the cost of business combination is the sum of the consideration paid at the acquisition
date plus the fair value of equity investment of the acquiree held prior to the acquisition date. The cost of equity investment of
the acquiree held prior to the acquisition date is re-measured at the fair value at the acquisition date, the difference between the
fair value and carrying value is recognized as profit or loss for the current period. Other comprehensive income and changes of
other owners’ equity from the equity interest held in the acquire prior to the acquisition date are transferred to profit or loss for
the current period except for other comprehensive income due to the movement of net liabilities or assets in the investee’s
re-measurement defined benefit plan.
(3) Transaction costs for business combination
The intermediary and other relevant administrative expenses such as audit, legal and valuation advisory for business combinations
are recognized in profit or loss for the current year when incurred. Transaction costs of equity or debt securities issued as the
considerations of business combination are included in the initial recognition amounts.
6. Preparation of consolidated financial statements
(1) The scope of consolidated financial statements
The scope of consolidated financial statements is determined on the basis of control. Control exists when the investor has all the
following: power over the investee; exposure, or rights to variable returns from its involvement with the investee; and the ability to
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
use its power over the investee to affect the amount of the investor’s returns. A subsidiary is an entity that is controlled by the
Company (such as enterprises, deemed separate entities, and structured entities).
(2) Basis of preparation of consolidated financial statements
The consolidated financial statements are prepared by the Company, based on the financial statements of the Company and its
subsidiaries, according to other relevant information. The accounting policies and accounting periods of the subsidiaries is in
accordance with those established by the Company, all significant intercompany accounts and transactions are eliminated on
consolidation.
Where a subsidiary or business has been acquired through a business combination involving enterprises under common control in
the reporting period, the subsidiary and its business are included in the consolidated financial statements from the date they are
controlled by the ultimate controlling party. Their operating results and cash flows are included in the consolidated income
statement and consolidated cash flow statement from the date they are controlled by the ultimate controlling party.
Where a subsidiary or business has been acquired through a business combination not involving enterprises under common
control, the subsidiary’s or business income, expenses and profits are included in the consolidated income statement, and cash
flows are included in the consolidated cash flow statement from the acquisition date to the end of the reporting date.
The portion of a subsidiary’s equity that is not attributable to the parent is treated as minority interests and presented in the
consolidated balance sheet within shareholders’ equity. That portion of net profit or loss of subsidiaries for the period
attributable to minority interests is presented in the consolidated income statement below the “net profit” line item as “minority
interests”. When the amount of loss for the current period attributable minority interests is more than minority interest in that
subsidiary at beginning of the period, the minority interest is reversed by the balance of the loss of the subsidiary attributable to
minority interests.
(3) Acquiring minority shareholders’ equity
The difference between the cost of long-term equity investment and net asset enjoyed which was calculated based on newly
increased equity holding started from the purchase date or combination date, and the difference between consideration received
for the disposal which did not result in losing control over the subsidiary, and net asset enjoyed which was calculated based on
equity holding after disposal started from the purchase date or combination date, is adjusted to capital reserve. If the capital
reserve is insufficient to absorb the difference, any excess is adjusted against retained earnings.
(4) Losing control over the subsidiary
When the Company loses control over subsidiary because of disposing part of equity investment or other reasons, the remaining
part of the equity investment is re-measured at fair value at the date when losing control over the subsidiary. A gain or loss is
recognized in profit or loss and is calculated by the aggregate of the fair value of consideration received in disposal of the equity
investment and the fair value of remaining part of the equity investment, and deduct the share of net assets in proportion to
previous shareholding percentage in former subsidiary since acquisition date and the relating goodwill is derecognized.
Other comprehensive income related to the former subsidiary’s equity investment is transferred to profit or loss for the current
period of disposal, except for other comprehensive income due to the movement of net liabilities or assets in the subsidiary’s
re-measurement defined benefit plan.
(5) Disposing equity investment by stages until losing control
a. Determining whether those transactions in disposing equity investment until losing control step by step belong to “a basket
transaction;
b. If those transactions belong to a basket transaction, choose the accounting treatment method for consolidated and individual
financial statements;
c. If those transactions do not belong to a basket transaction, choose the accounting treatment method for consolidated and
individual financial statements.
Multiple transactions resulting in a loss of control are considered as a single transaction, when any of the following conditions is
satisfied:
① The transactions are entered into at the same time or in contemplation of each other;
② The transactions form a single transaction designed to achieve an overall commercial effect;
③ The occurrence of one transaction is dependent on the occurrence of at least one other transaction;
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
④ One transaction considered on its own is not economically justified, but it is economically justified when considered
together with other transactions
If multiple transactions by disposing equity investment by stages until losing control do not belong to a basket transaction in
individual financial statements, the carrying amount of long-term equity investments related to each disposal of equity is
derecognized in the separate financial statements, the difference between the consideration received and the carrying amount of
disposed long-term equity investments is recognized as investment income.
In the consolidated financial statements, for disposing equity investment by stages until losing control step by step, the
measurement of remaining equity and accounting for profit or loss of disposing equity refer to the above “(3)Losing control over
the investee”. The difference between each consideration received and the share of the subsidiary’s equity calculated consecutively
since the purchase date related to disposing investment before losing control is accounted for using following principal:
① Belong to “a basket transaction”, is recognized as other comprehensive income and is transferred to profit or loss for the
current period when losing control.
② Not belong to “a basket transaction”, is recognized in capital reserve as an equity transactions-and does not allowed to be
transferred to profit or loss for the current period when losing control.
7. Joint arrangement
A joint arrangement is an arrangement of which two or more parties have joint control. The Group classifies joint arrangements
into joint operations and joint ventures.
(1) Joint operations
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.
The Group shall recognize the following items in the relation to its interest in a joint operation, and account for them in
accordance with relevant accounting standards:
A. its solely-held assets, and its share of any liabilities incurred jointly;
B. its sole-assumed liabilities, and its share of any liabilities incurred jointly;
C. its revenue from the sale of its share of the output arising from the joint operation;
D. its share of the revenue from the sale of the output by the joint operation; and
E. its sole-incurred expenses, and its share of any expenses incurred jointly.
(2) Joint ventures
A joint venture is a joint arrangement whereby the joint ventures have rights to the net assets of the arrangement.
The Group adopts equity method under long-term equity investment in accounting for its investment in joint venture.
8. Cash and cash equivalents
Cash comprises cash on hand and deposits that can be readily drawn on demand. Cash equivalents are short-term, highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in
value.
9. Foreign currency transactions and translation of foreign currency statement
(1) Foreign currency transactions
Foreign currency transactions are translated into the functional currency of the Company, using the exchange rates prevailing at
the dates of the transactions (spot exchange rate)
As at the balance sheet date, monetary items denominated in foreign currency are exchanged to Renminbi by adopting the
prevailing exchange rate on that date. Foreign exchange difference arising from the difference between the prevailing exchange
rate on that date and the prevailing exchange rate on initial recognition or on the previous balance sheet date are recognized in
profit or loss for the current period. Non-monetary items denominated in foreign currency that are measured at historical cost are
still measured at amount denominated in reporting currency exchanged at the prevailing exchange rate at the transaction date.
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Non-monetary items denominated in foreign currency that are measured at fair value are translated using the exchange rate at the
date when fair value was determined and the difference between the translated functional currency amount and the prevailing
exchange rate on initial recognition or on the previous balance sheet date are recognized in profit or loss for the current period.
(2) Translation of foreign currency financial statements
At the balance sheet date, when translating the foreign currency financial statements of overseas subsidiaries, the assets and
liabilities of the balance sheet are translated to RMB using the spot exchange rate at the balance sheet date; Items of the
shareholders’ equity, except for "undistributed profits", are translated at the spot exchange rate at the dates on which such items
arose.
The revenue and expenses in the income statement are translated using the average exchange rate for the period.
All items of the cash flow statement are translated using the average exchange rate for the period. As an adjustment item, the
impact of exchange rate changes on cash amount is reflected separately in the cash flow as " Effect of foreign exchange rate
changes on cash and cash equivalents ".
Differences arising from the translation of financial statements are separately presented as the “other comprehensive income” in
the shareholders’ equity of the balance sheet.
When the control on foreign operation is lost due to disposal, exchange differences of foreign currency financial statements
attributable to the foreign operation as presented [under shareholder’s equity item] in the balance sheet are transferred to profit or
loss for the current period entirely or partially on disposed portion.
10. Financial instruments
Financial instruments refer to the contracts of forming enterprise financial assets and other entities’ financial liabilities or equity
instruments.
(1) Recognition and derecognition of financial instruments
A financial asset or financial liability is recognized when the Company becomes one party of financial instrument contracts.
If one of the following conditions is met, the financial assets are terminated:
① The right of the contract to receive the cash flows of financial assets terminates;
② The financial asset has been transferred, and is in accordance with the following conditions for de-recognition.
While prevailing obligations of financial liability is relieved entirely or partially, the financial liability is derecognized accordingly. If
the Company (borrower) makes an agreement with the lender to replace the original financial liability by assuming a new financial
liability which contract terms are different substantially, the original financial liability is extinguished and the new financial
liability is recognized.
Conventionally traded financial assets are recognized and de-recognized on trade date
(2) Classification and measurement of financial assets
Financial assets are, upon initial recognition, classified into the following four categories: financial assets at fair value through
profit or loss (“FVTPL” financial assets), held-to-maturity investments, loans and receivables, and available-for-sale financial
assets (“AFS” financial assets). Financial assets are initially recognized at fair value. In the case of financial assets at fair value
through profit or loss (“FVTPL” financial assets), the related transaction costs are recognized in profit or loss for the current
period. For other financial assets, transaction costs that are attributable to the acquisition of the financial assets are included in the
initial recognition amounts.
Financial assets at fair value through profit or loss include financial assets held for trading and those designated upon initial
recognition as at fair value through profit or loss. This kind of financial assets are subsequently measured at fair value, all realized
and unrealized gains and losses are recognized in profit or loss for the current period.
Held-to-maturity investments
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 derecognition, impairment or amortization is
recognized in profit or loss for the current period.
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market
including account receivables and other receivables (Note III. 12). Receivables are subsequently measured at amortized cost using
the effective interest method; gains and losses arising from derecognition, impairment or amortization is recognized in profit or
loss for the current period.
Available-for-sale financial assets (AFS financial assets)
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. AFS financial assets are subsequently measured at fair value, the discount or premium are
amortized using the effective interest method and recognized as interest income. The gains 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. Interest income and dividends
related to the AFS financial assets are recognized as 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 measured at cost.
(3) Classification and measurement of financial liabilities
On initial recognition, financial liabilities are classified as: financial liabilities at fair value through profit or loss (FVTPL) or other
financial liabilities. For financial liabilities not classified as at fair value through profit or loss financial liabilities, the transaction
costs are recognized in the initially recognition amounts.
Financial liabilities at FVTPL
Financial liabilities at FVTPL include financial liabilities held for trade and financial liabilities designated as at fair value through
profit or loss in the initial recognition. Such financial liabilities are subsequently measured at fair value, all realized and unrealized
gains and losses arising from change in fair value are recognized in profit or loss for the current period.
Other financial liabilities
Derivative financial liabilities which are linked to equity instrument that is not quoted in an active market and its fair value cannot
be reliably measured and settled by delivering the equity instrument are subsequently measured at cost. Other financial liabilities
are subsequently measured at amortized cost using the effective interest method.Gains and losses arising from derecognition or
amortization is recognized in profit or loss for the current period.
(4) Derivative financial instruments and embedded derivative instruments
Derivative financial instruments of the Group are initially measured at the fair value of the date a derivative contract entered into
and subsequently measured at their fair value. Derivative financial instruments of positive fair value are recognized as assets; those
of negative fair value are recognized as liabilities. 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.
(5) Fair value of financial instruments
Determination of fair value of financial assets and financial liabilities refers to Note III.11.
(6) 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. Objective evidence of impairment of financial assets are the matters that occurred after the initial recognition of financial
assets which has impact on the expected future cash flows of financial assets, and can be reliably measured by the Company.
TObjective evidence that the financial assets are impaired including the following observable situations:
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
1 The issuer or debtor has severe financial difficulties;
2 The debtor has violated terms of the contract, such as the payment of the interest or principal is default or overdue;
3 The Company made concessions to debtors in financial difficulties based on economic or legal factors;
4 The debtor has probably bankruptcy or other financial reorganization;
5 The issuer has so severe financial difficulties that financial assets can’t continue to be traded in an active market;
6 The cash flow of individual asset in a group of financial assets cannot be evaluated for reduction, while after evaluating the
whole group of financial assets based on disclosed information, the expected future cash flow of the group of financial
assets is measureable and has been reduced since its initial recognition, including that:
- repayment capability of the debtor of group of financial assets gradually deteriorates;
- economic difficulties of the country or region where the debtor is staying appear a situation where this group of financial
assets cannot be paid;
7 Significant adverse changes in the technological, market, economic or legal environment in which the issuer operates,
indicating that the cost of the investment in the equity instrument may not be recovered by the investor;
8 Significant or prolonged decline in the fair value of investment in equity instruments, such as the fair value of investment in
equity instruments is less than 50% (50% inclusive) of the initial investment cost or in the case that the fair value has been
less than the initial investment cost for more than 12 months (12 months inclusive).
Fair value less than the initial investment cost for more than 12 months (12 months inclusive) is being the monthly average fair value
of the investment in equity instruments less than the initial investment cost for consecutive 12 months.
9 Other objective evidences indicate that financial assets have been impaired.
Financial asset measured at amortized cost.
If there’s objective evidence that the financial assets are impaired, then the carrying amount of financial assets are reduced to the
present value of estimated future cash flows (excluding future credit losses that have not been incurred), with the reduced amount
recognized to profit or loss for the current period. The present value of estimated future cash flows is carried according to the
financial asset's original effective interest rate, and considers the value of collateral.
For a financial asset that is individually significant, the Company assesses the asset individually for impairment, if there is
objective evidence that it has been impaired, impairment loss is recognized in profit or loss for the current period. For a financial
asset that is not individually significant, the Company assesses the asset by including the asset in a group of financial assets with
similar credit risk characteristics and collectively assess them for impairment. For an individually assessed financial asset (whether
the financial asset is individually significant or not individually significant), the Company includes the asset in a group of financial
assets with similar credit risk characteristics and collectively assessment for impairment. Asset for which an impairment loss is
individually recognized is not included in a collective assessment of impairment.
If, after an impairment loss has been recognized on financial assets measured at amortized cost, there is objective evidence of a
recovery in value of the financial asset which can be related objectively to an event occurring after the impairment was
recognized, the previously recognized impairment loss is reversed through profit or loss. A reversal of an impairment loss will not
result in the asset’s carrying amount exceeding that which would have been determined had no impairment loss been recognized
in prior years.
Available-for-sale financial assets
If there is objective evidence that AFS financial assets are impaired, accumulated losses due to decreases in fair value previously
recognized 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 are reversed and charged to profit or
loss for the current period. The impairment losses of AFS equity instruments are not reversed through profit or loss.
Financial assets measured at cost
If there is objective evidence that the financial assets are impaired, the difference between the carrying amount and the present
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
value discounted at the market rate of return on future cash flows of the similar financial assets be recognized as impairment loss
in profit or loss in the current period . The impairment loss recognized shall no longer be reversed.
(7) Transfer of financial assets
Transfer of financial assets refers to the transference or deliverance of financial assets to the other party (the transferee) other
than the issuer of financial assets.
The Group derecognizes a financial asset if it transfers substantially all the risks and rewards of ownership of the financial asset
to the transferee. If substantially all the risks and rewards of ownership of the financial asset is retained, the financial asset is not
derecognized.
The Group neither transfers nor retains substantially all the risks and rewards of ownership of financial assets, then accounting
for the following circumstances: if control over the financial assets is surrendered, derecognize the financial assets and recognize
any assets and liabilities arose; if the Company retains the control of the financial assets, recognize the financial assets to the
extent of the continuing involvement in the transferred financial assets by the Company and recognize any relating liability
(8) Offset between financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right
to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability
simultaneously. Otherwise, financial assets and financial liabilities are separately shown in the balance sheet and not allowed to
offset.
11. Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
The Group measures the related assets or liabilities at fair value assuming the assets or liabilities are exchanged in an orderly
transaction in the principal market or, in the absence of a principal market, in the most advantageous market.
For financial assets or financial liabilities in active markets, the Group uses the quoted prices in active markets as their fair value.
Otherwise, the Group uses valuation technique to determine their fair value.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits
by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest
and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximizing the use of relevant observable inputs and if the observable inputs are not available or impractical,
then unobservable inputs are used.
For assets and liabilities measured or disclosed at fair value in the financial statements, the level in which fair value measurement is
categorized is determined by the level of the fair value hierarchy of the lowest level input that is significant to the entire fair value
measurement: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date; Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability.
At each balance sheet date the Group evaluates for assets and liabilities that are measured at fair value on a recurring basis so as to
determine any transfer between fair value hierarchy is necessary.
12. Receivables
Receivables include accounts receivable and other receivables.
(1) Individually significant receivable and provision for bad and doubtful debts individually
Criteria of individually significant receivables: the carrying amount of accounts receivables of over RMB 800,000.00 (inclusive)
and other receivables of over RMB500,000.00 (inclusive) are recognized as individually significant receivable.
Method for individually significant receivables for which separate bad and doubtful provision is made: Receivables that are
individually significant are subject to separate impairment assessment, if there is objective evidence of impairment, provision for
bad and doubtful debts is recognized on the shortfall between the present value of future cash flows and the carrying amount.
Individually insignificant accounts, for which there is no objective evidence under individual impairment tests warranting
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
individual provision, are divided into different asset group for re-assessment of bad and doubtful debts.
(2) Individually insignificant receivables but provision for bad and doubtful debts individually.
Litigation receivables, deterioration of customer credit receivables; receivables that
Reasons for provision individually
there is obvious indication that the amount is likely un-collectible.
Recognize the provision for bad and doubtful debts on the shortfall between the
Method of provision
present value of future cash flows and the carrying amount.
(3) Receivables with provision for bad and doubtful debts collectively.
For individually insignificant receivables, and individually insignificant receivables which are not impaired in individual test,
provision for bad and doubtful debts is recognized according to the following credit risk combination
Method of provision for bad
Type of group Basis of group and doubtful debts
collectively
Group of ageing Ageing state Ageing analysis method
Receivables such as employee petty cash receivables, accounts
receivable due from subsidiaries included in consolidation
No need for bad debt
Specific fund portfolio scope, accounts receivable for the sales between the last date
provision
of settlement with department store and the date of balance
sheet
A. For group of aging, the rate of provision for bad and doubtful debts in ageing analysis method is as follows:
Percentage of provision for Percentage of provision for other
Aging
accounts receivable % receivables %
Within 1 year (including 1 year) 5 5
1 to 2 years 10 10
2 to 3 years 30 30
Over 3 years 50 50
B. For other groups, the description of provision for bad and doubtful debts in other methods are as follows:
Name of group Description of provision method
No bad debt provision is recognized as the risk of
Portfolio of specific accounts impairment does not exist according to its credit risk
characteristics
Based on historical experience, the Group’s receivables due from petty cash paid to employees, receivables due from subsidiaries
of the Company and accounts receivable for the sales 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.
13. Inventories
(1) Classification
Inventory mainly includes raw material, work-in-process and finished goods.
(2) Determination of cost
Inventories are measured at the actual cost when acquired. Costs of raw materials, work in progress, finished goods are calculated
in first-in-first-out method (for raw material and work in progress of FIYTA watches) , weighted average cost
method (for finished goods of FIYTA watches) and specific identification method (for
finished goods of branded watches) when issued.
(3) Recognition of the net realizable value and provision for decline in value of inventories
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Net realizable value (“NRV”) is the estimated selling price deducting estimated costs to be incurred upon completion, estimated
selling expenses and related taxes. When determining the net realizable value of inventory, basis is relied on the actual evidences
obtained while the objectives of inventories holding and the impact of post balance sheet date event are also considered:
①the 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;
② 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 category.
Impairment provisions for branded watches are recognized on an item-by-item basis.
Impairment provisions for raw materials of FIYTA watches are recognized by categories based on ultimate-customer selling
status of FIYTA finished watches taking into considerations of the exchangeability of the spare parts and the special usage of
materials.
If the cost of closing inventory of the Company exceeds its net realizable value at balance sheet date, provision for decline in
value of inventories is recognized. The Company usually recognizes provision for decline in value of inventories by a single
inventory item. If the factors causing the inventory previously written-down have disappeared, the provision for decline in value
of inventories previously made is reversed .
(4) Inventory system
The Group adopts perpetual inventory system
(5) Amortization method of low-value consumables and packaging material
The Group adopts one-off amortization method when low-value consumables and packaging material are taken for use.
14. Long-term equity investments
Long-term equity investments include equity investments where the Group has control of, or significant influence over, an
investee, and equity investments in joint ventures. Where the Group can exercise significant influence over the investee, the
investee is an associate.
(1) Recognition of investment cost
For a business combination involving enterprises under common control, the initial investment cost of the long-term equity
investment is the absorbing party’s share of the carrying amount of the owners’ equity of the party being absorbed in the
consolidated financial statements of the ultimate controlling party at combination date. For a business combination not involving
enterprises under common control, the initial investment cost of a long-term equity investment acquired is the cost of
acquisition.
For a long-term equity investment acquired by paying cash, the initial investment cost is the amount of cash has been paid. For a
long-term equity investment acquired by issuing equity securities, the initial investment cost is the fair value of the equity
securities issued.
(2) Subsequent measurement and recognition of profit or loss
Where the Group is able to exercise control over an investee, the long-term equity investment is accounted for using the cost
method; where the Group has investment in associates and operation ventures, the long-term equity investment is accounted for
using the equity method.
For long-term equity investment which is accounted for using the cost method, investment income is recognized in profit or loss
for the current period as the cash dividend or profit announced and distributed, except for those cash dividend or profit which
have already included in the actual payment or consideration of offer when the investment was made.
For long-term equity investment which is accounted for using the equity method, where the initial investment cost of a long-term
equity investment exceeds the Group’s interest in the fair values of the investee’s identifiable net assets, no adjustment is made to
the initial investment cost. Where the initial investment cost is less than the Group’s interest in the fair values of the investee’s
identifiable net assets, the difference is charged to profit or loss for the current period, and the carrying amount of the long-term
equity investment is adjusted accordingly.
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Under the equity method, the Group recognizes its share of the investee’s net profit or losses, as well as its share of the investee’s
other comprehensive income, as investment income or losses and other comprehensive income, and adjust the carrying amount
of the investment accordingly. The carrying amount of the investment is reduced by the portion of any profit distributions or
cash dividends declared by the investee that is attributable to the Group. The Group’s share of the investee’s owners’ equity
changes, other than those arising from the investee’s net profit or loss, other comprehensive income or profit distribution, is
recognized in the Groups’ equity, and the carrying amount of the long-term equity investment is adjusted accordingly. The share
of the investee’s net profit or loss for the current period is recognized after adjusting the investee’s net profit in accordance with
the Group’s accounting policies and accounting period based on the fair value of the identifiable assets when the investment is
made.
When the Group becomes capable of exercising significant influence or joint control (but not sole control) over an investee due
to additional investment or other reasons, the accounting is changed to the equity method and the initial investment cost is the
sum of the fair value of the previously-held equity investment and additional investment cost. Where the previously-held equity
investment is classified as available –for – sale financial assets, the defenses between the fair value and carrying amount and the
accumulated changes in fair value included in other comprehensive income are transferred to profit or loss for the current period
upon commencement of the equity method.
When the Group can no longer exercise joint control of or significant influence over an investee due to partial disposal of equity
investment or other reasons, the remaining equity investment is accounted for in accordance with Accounting Standard for
Business Enterprises No.22 - Recognition and Measurement of Financial Instruments and the difference between the fair value
and the carrying amount at the date of the loss of joint control or significant influenceis charged to profit or loss for the current
periods. When the previously-held equity investment is accounted for under the equity method, any other comprehensive income
previously recognized are accounted for on the same basis as would have been required if the Group had directly disposed of the
related assets or liabilities for the current period upon discontinuation of the equity method; Other movement of owner’s equity
related to previously-held equity investment is transferred in profit or loss for the current period.
When the Group can no longer exercise control over an investee due to partial disposal of equity investment or other reasons and
the remaining equity investment after disposal can exercise joint control of or significant influence over an investee, the remaining
equity investment is accounted for under equity method and re-measured by equity method as if it has been acquired since date
of acquisition. Where the remaining equity investment can no longer exercise joint control of or significant influence over an
investee, the remaining equity investment is accounted for in accordance with Accounting Standard for Business Enterprises
No.22-Recognization and Measurement of Financial Instruments and the difference between the fair value and the carrying
amount at the date of the loss of control is charged to profit or loss for the current period.
The unrealized profit or loss from internal transactions entered into between the Group and its associate or joint venture is offset
according to the shareholding percentage held by the Group and the remaining portion is recognized as investment income or
loss. However, the unrealized loss from internal transactions entered into between the Group and its investee is not offset if it
belongs to impairment loss from assets transferred.
For the long-term equity investments of associates and joint ventures held before January 1, 2007, if there exists equity
investment debit balance related to the investment, recognize investment income or loss after deducting the equity investment
debit balance in the original straight-line basis over the remaining period.
(3) Basis for recognition of joint control or significant influence over an investee
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require the unanimous consent of the parties sharing control. In assessing whether an enterprise has joint
control of an arrangement exists, the Group firstly assesses whether all the parties or a group of the parties control the
arrangement collectively. When all the parties or a group of the parties must act together unanimously in directing the relevant
activities, then all the parties or a group of the parties are regarded as having joint control of an arrangement. Then assess
whether decisions about the relevant activities require the unanimous consent of those parties that control the arrangement
collectively. When more than one combination of the parties can control an arrangement collectively, joint control does not exist.
Protective rights of any party is not considered when determining joint control.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or
joint control of those policies. When determining whether an investor can exercise significant influence over an investee, the
effect of potential voting rights (for example, warrants, share options and convertible bonds) held by the investors or other
parties that are currently exercisable or convertible be considered.
When the Group, directly or indirectly through subsidiaries, owns more than 20% ( 20% inclusive) but less than 50% of the
voting shares of the investee, the Group has significant influence on the investee unless there is clear evidence to show that the
Group cannot participate in the business and operation decisions of the investee, and accordingly cannot exercise any significant
influence. When the Group owns less than 20% of the voting shares of the investee, the Group has no significant influence on
the investee unless there is clear evidence to show that the Group can participate in the business and operation decisions of the
investee, and accordingly can exercise a significant influence.
(4) Method of impairment testing and impairment provision
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
For investment of subsidiaries, associates and joint ventures, refer to Note III. 21 for the Group’s method of asset impairment.
15. Investment property
Investment property is a property held to earn rentals or for capital appreciation. The Group’s investment property includes land
use rights and buildings leased to other party, and land use rights held for appreciation.
The Group’s investment property is initially measured at acquisition cost, and is depreciated or amortized according to the same
policy for fixed assets or intangible assets.
Refer to Note III. 21 for asset impairment method of investment property subsequently measured using the cost model.
Disposal consideration of sale, transfer, retirement or damage of investment property after deducting its carrying amount and
related taxes is recognized in profit or loss for the current period.
Useful years Annual depreciation
Category Residual rate %
(year) rate %
Plant & buildings 20-35 5 2.7-4.8
16. Fixed asset
(1) Recognition of fixed assets
Fixed assets are tangible assets that are held for use in the production or supply of services, for rental to others, or for
administrative purposes and have useful lives more than one accounting year.
A fixed asset is recognized only when it is probable that economic benefits associated with the asset will flow into the enterprise
and the cost of the asset can be measured reliably.
A fixed asset is initially measured at actual cost.
(2) Depreciation methods
The Group uses the straight line method for depreciation. Fixed assets begin to be depreciated from the state of intended use,
and ceased being depreciated when derecognized or classified as held for sale non-current assets. Without considering impairment
provision, the Group’s annual depreciation rates are shown as follows according to the category, expected useful lives and
estimated net residual values rates:
Useful years Annual depreciation
Category Residual rate %
(year) rates%
Plant & buildings 20-35 5 2.7-4.8
Machinery & equipment 10 5-10 9-9.5
Motor vehicles 5 5 19
Electronic equipment 5 5 19
Others 5 5 19
Among the above, depreciation rate of impaired fixed assets are determined after deduction of the cumulative amount of
impairment provision.
(3) For impairment test and the impairment provision of fixed asset, refer to Note III. 21.
(4) The Group conduct reviews to the useful life, estimated net residual rate and depreciation method of fixed assets at least at
each end of the accounting year.
Useful lives of fixed assets are adjusted if they are different with the initial estimates. Estimated net residual values are adjusted if
they are different with the initial estimates.
(5) Overhaul costs
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
The overhaul costs incurred in regular inspection of fixed assets are capitalized as cost of fixed assets if there is clear evidence
that it meets the recognition criteria of fixed assets. It is recognized in profit or loss for the current period if it does not meet the
recognition criteria of fixed assets. Depreciation continues during the period of regular overhaul.
17. Construction in progress
Construction in progress is recognized based on the actual construction cost, including all expenditures incurred for construction
projects, capitalized borrowing costs for the construction in progress before it has reached the working condition for its intended
use and other related expenses during the construction period.
Construction in progress is transferred to fixed assets when the asset is ready for its intended use.
For provision for impairment of construction in progress, refer to Note III.21.
18. Borrowing cost
(1) Recognition of borrowing cost capitalization
Borrowing costs are capitalized when they are directly attributable to the acquisition, construction or production of a qualifying
asset and included in the cost of related assets. Other borrowing costs are recognized as expenses and recorded in profit or loss
for the current period when incurred. Capitalization of such borrowing costs commenced only when all of the following
conditions are satisfied:
① Expenditures for the asset are being incurred, capital expenditure includes the expenditure in the form of cash payment,
transfer of non-cash assets or the interest bearing liabilities for the purpose of acquiring or constructing assets eligible for
capitalization;
②Borrowing costs are being incurred;
③ Activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its
intended use or sale have commenced.
(2) Capitalization period of borrowing costs
Capitalization of such borrowing costs ceases when the qualifying assets being acquired, constructed or produced become ready
for their intended use or sale. The borrowing cost incurred after that is recognized as an expense in the period in which they are
incurred and included in profit or loss for the current period.
Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a
qualifying asset is interrupted abnormally and when the interruption is for a continuous period of more than 3 months.
Borrowing costs continues to be capitalized during the normal suspension period.
(3) Capitalization rate of borrowing costs and calculation of capitalization amount
For funds borrowed for a specific purpose, the amount of interest to be capitalized is the actual interest expense incurred on that
borrowing less any bank interest earned from depositing the borrowed funds before being used into banks or any investment
income on the temporary investment of those funds. For funds borrowed for general purpose, the amount of interest to be
capitalized on such borrowings is calculated by applying a capitalization rate to the weighted average of the excess amounts of
cumulative expenditures on the asset over and above the amounts of specific-purpose borrowings. Capitalization rate is
determined as calculating weighted average interest rate of general borrowings.
In the capitalization period, exchange differences of specific borrowings in foreign currency are fully capitalized. Exchange
differences of general borrowings in foreign currency are recognized in profit or loss for the current period.
19. Intangible assets
Intangible assets of the Group include land use rights, software system, trademark rights etc.
Intangible asset is initially measured cost and its useful life is determined on acquisition. An intangible asset with a finite useful life
is amortized by a method which can reflect the expected realization of economic benefits related to the asset since the intangible
asset is available for use. When the expected realization of economic benefits cannot be reliably determined, intangible asset is
amortized under straight-line method. An intangible asset with an indefinite useful life is not amortized.
Amortization methods of an intangible asset with a finite useful life are shown as follows:
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
amortization
Category Useful life Note
method
Land use right 45-50 years straight-line method -
Software system 5 years straight-line method -
trademark rights 5-10 years straight-line method -
The Group reviews the finite useful life of an intangible asset and the amortization method at the end of each financial year. Any
change is accounted for as a change in accounting estimate.
If an intangible asset is expected no longer in generating future economic benefits to the Group at the balance sheet date, the
carrying amount of the asset is charged to profit or loss for the current period.
Refer to Note III. 21 for impairment provision method for intangible assets.
20. Research and development expenditure
Expenditure on an internal research and development project is classified into expenditure on the research phase and expenditure
on the development phase.
Expenditure on the research phase is recognized in profit or loss when incurred.
Expenditure on the development phase is capitalized only when the Group can satisfy all of the following conditions: it is
technical feasible that the intangible asset can be used or sold upon completion; there is intention to complete the intangible asset
for use or sale; the intangible asset can generate economic benefits, including there is evidence that the products produced using
the intangible asset has a market or the intangible asset itself has a market; if the intangible asset is for internal use, there is
evidence that there is usage for the intangible asset; there is sufficient support in terms of technology, financial resources and
other resources in order to complete the development of the intangible asset, and there is capability to use or sell the intangible
asset; the expenses attributable to the development stage of the intangible asset can be measured reliably. Expenditure on the
development phase is recorded in profit or loss for the current period if the above conditions are not met.
Research and development projects of the Group will enter into the development phase when they meet the above conditions
and pass the technical feasibility and economic feasibility studies and necessary approval of the project.
Capitalized expenditure on the development phase is presented as “development costs” in the balance sheet and is transferred to
intangible assets when the project is completed to its intended use.
21. Impairment of assets
The impairment of subsidiaries, associates and joint ventures in the long-term equity investments, investment property
subsequently measured at cost model, fixed assets, construction in progress, intangible assets, goodwill and related facilities, etc.
(excluding inventories, investment property measured at fair value model, deferred income tax assets and financial assets) are
determined as follows:
At each balance sheet date, the Group determines whether there may be indication of impairment of the assets, if there is any,
the Group will estimate the recoverable amount of the asset, and perform test for impairment.
For goodwill arising from a business combination, intangible assets with indefinite useful life and the intangible assets that have
not yet ready for use are tested for impairment annually regardless of whether such indication exists.
The recoverable amount of an asset is determined by the higher of the net amount after deducting the disposal costs from the
asset’s fair value and the present value of the asset’s estimated future cash flow.
If it is not possible to estimate the recoverable amount of the individual asset, the Group determines the recoverable amount of
the asset group to which the asset belongs. The identification of the asset group is based on whether the cash flow generated
from the asset group is independent of the major cash inflows from other assets or asset groups.
When the asset or asset group's recoverable amount is lower than its carrying amount, the Group reduces its carrying amount to
its recoverable amount, the reduced amount is included in profit or loss, while the provision for impairment of assets is
recognized.
For tests of goodwill impairment, the carrying amount of goodwill arising from a business combination is allocated reasonably to
the relevant asset group since the acquisition date. If the carrying value of goodwill is unable to be allocated to asset group, the
carrying value of goodwill will be allocated to asset portfolio. Asset group or portfolio of asset group is asset group or portfolio
of asset group which can be benefit from synergies of a business combination and is not greater than the reportable segment of
the Group.
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
In impairment testing, if indication of impairment exists in asset group or portfolio of asset group containing allocated goodwill,
impairment test is first conducted on asset group or portfolio of asset group that does not contain goodwill, and corresponding
recoverable amount is estimated and any impairment loss is recognized. Then asset group or portfolio of asset group
containing goodwill is conducted impairment test by comparing its carrying amount and its recoverable amount. If the
recoverable amount is less than the carrying amount, impairment loss of goodwill is recognized.
Once impairment loss is recognized, it can’t be reversed in subsequent accounting periods.
22. Long-term deferred expenses
Long-term deferred expenses are recorded at the actual cost, and amortized evenly over the expected benefit period. For the
long-term deferred expense that cannot benefit in future accounting period, their amortized value is recognized in profit or loss
for the current period.
23. Employee benefits
(1) Scope of employee benefits
Employee benefits refer to all forms of consideration or compensation given by the Group in exchange for service rendered by
employees or for the termination of employment relationship. Employee benefits include short-term employee benefits,
post-employment benefits, termination benefits and other long-term employee benefits. Benefits provided to the Group’s spouse,
children, dependents, family members of deceased employees, or other beneficiaries are also employee benefits.
According to liquidity employee benefits is presented as “employee benefits payable” and “long-term employee benefits payable”
on the balance sheet.
(2) Short-term employee benefit
The Group shall recognize employee wages or salaries incurred, bonus, social security contributions such as premiums or
contributions on medical insurance, work injury insurance and maternity insurance and housing funds as liabilities through profit
or loss or related cost of assets for the financial year in which the employees render the related services. If the liability is not
expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render
the related services and have significant financial effects, it is measured at the discounted amount.
(3) Post-employment benefits
Post-employment benefit plan includes defined contribution plans and defined benefit plans. Defined contribution plans are
post-employment benefit plans under which an entity pays fixed contributions into an escrow fund and will have no obligation to
pay further contributions. Defined benefit plans are post-employment benefit plans other than defined contribution plans.
Defined contribution plans
Defined contribution plans include primary endowment insurance and unemployment insurance.
The Group recognizes, in the accounting period in which an employee provides service, the contribution payable to a defined
contribution plan as a liability, with a corresponding charge to the profit or loss for the current period or the cost of a relevant
asset.
For defined benefit plans, independent actuaries estimate the actuarial value at the balance sheet date to determine the cost of
rendering welfare by using the Project Unit Credit method. The Group recognizes the following components of employee
benefits cost arising form defined benefit plan:
① service cost, comprising current service cost, past service cost and any gain or loss on settlement. Current service cost is the
increase in the present value of the defined benefit plan obligation resulting from employee service in the current period. Past
service cost is the increase or decrease in the present value of the defined benefit plan obligation for employee service in prior
periods, resulting from a plan amendment.
② net interest on the net defined benefit plan net liabilities or assets, including interest income on plan assets, interest cost on
the defined benefit plan obligation and interest on the effect of the asset ceiling.
③ changes as a result of re-measurement of the net defined benefit plan liabilities or assets.
Item①and item② above are recognized in profit or loss for the current period unless another Accounting Standard requires or
permits the inclusion of the employee benefit costs in the cost of assets. Item③ is recognized in other comprehensive income
and is not reclassified to profit or loss in a subsequent period; however, the Group may transfer those amounts recognized in
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
other comprehensive income to other equity.
(4) Termination benefits
Termination benefits provided by the Group to employees are recognized as an employee benefits liability and charge to the
profit or loss for the current period, at the earlier of the following dates: When the Group cannot unilaterally withdraw the offer
of termination benefits because of an employment termination plan or a curtailment proposal and when the Group recognizes
costs or expenses related to a restructuring that involves the payment of termination benefits.
For early retirement arrangement, early retirement benefits are accounted for termination benefits, in which the salaries and social
security contributions to be paid to and for the early retired employees from the off-duty date to the normal retirement date are
charged to the profit or loss for the current period. Compensations after the normal retirement date (such as formal endowment
insurance) are accounted for as post-employment benefits.
(5) Other long-term employee benefits
Other long-term employee benefits provided by the Group to the employees satisfied the conditions for classifying as a defined
contribution plan, When the benefits satisfied a defined benefits plan, they are accounted for in accordance with the above
requirements relating to defined contribution plan, but the movement of net liabilities or assets in the investee’s re-measurement
defined benefit plan in the cost of relevant employee benefits is recognized in profit or loss for the current period or the relevant
cost of assets.
24. Provisions
An obligation for additional losses of investees related to a contingency is recognized as a provision when all of the following
conditions are satisfied:
(1) The obligation is a present obligation of the Group;
(2) It is probable that an outflow of economic benefits will be required to settle the obligation;
(3) The amount of the obligation can be measured reliably.
Provisions are initially measured at the best estimate of the payment to settle the associated obligations and consider the relevant
risk, uncertainty and time value of money. If the impact of time value of money is significant, the best estimate is determined as
its present value of future cash outflow. The Group reviews the carrying amount of provisions at the balance sheet date and
adjusts the carrying amount to reflect the best estimate.
If all or part of the expenses necessary for settling the provision is expected to be compensated by a third party, the amount of
compensation is separately recognized as an asset when it is basically certain to be received. The recognized compensation
amount not exceed the carrying value of the provision.
25. Revenue
(1) General principal
①Sale of goods
Revenue from the sale of goods is recognized only when all of the following conditions are satisfied: the Group has transferred
to the buyer the significant risks and rewards of ownership of the goods, the Group retains neither continuing managerial
involvement nor effective control over the goods sold, and related income can be measured reliably and the economic benefits are
likely to flow to the Company, and the associated costs can be measured reliably.
②Providing of services
Where the outcome of a transaction involving the providing of services can be estimated reliably, at the end of the period,
revenue associated with the transaction is recognized using the percentage of completion method.
The percentage of completion of a transaction involving the providing of services is determined according to the proportion of
the services performed to the total services to be performed.
The outcome of a transaction involving the providing of services can be estimated reliably only when all of the following
conditions can be satisfied at the same time:
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
A. The amount of revenue can be measured reliably;
B. The associated economic benefits are likely to flow into the enterprise;
C. The stage of completion of the transaction can be measured reliably;
D. The costs incurred and to be incurred in the transaction can be measured reliably.
If the outcome of a transaction involving the providing of services can not be estimated reliably, the revenue of providing of
services is recognized only to the extent of service cost incurred that is recoverable probably, and service cost incurred is charged
to profit or loss for the current period. If the service cost incurred is not expected to be recoverable, no revenue is recognized.
③Transfer of the right to use assets
Revenue is recognized when the economic benefits associated with the transfer of the right to use assets can flow to the
Company and the amount can be measured reliably.
④Interest income
The interest income is calculated based on the tenure of the Group’s monetary funds used by others and the actual interest rates
used.
⑤Revenue from property leasing
The amount of revenue from property leasing are recognized when the rentals are collected or evidence of receipt of payments
are obtained in accordance with the tenure (consider rental-free period, if any) and rental stated in the leasing contract or
agreement.
(2) Detailed method of revenue recognition
The watches sold by the Group 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 HARMONY Company, 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 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:
A. Direct sales to the customers
Under direct sales to the customers mode, the Group delivers products to customers and recognizes sales income after customers
inspection and acceptance.
B. Exclusive shop
Under exclusive shop mode, the Group delivers products to customers and recognizes sales income after customers inspection,
acceptance and pay.
C. Shop-in-shop
Under shop-in-shop mode, the Group delivers products to customers, sales staff issues notes to retail customers and recognizes
sales revenue after customers inspection and acceptance and the department store collects the payment from the customers.
D. Consignment sales
Under consignment sales mode, the Group receives the detail of the sales list from distributors and recognizes revenue while
issuing invoice to distributors.
26. Government grants
A government grant is recognized only when the Group can comply with the conditions attaching to the grant and the Group can
receive the grant.
If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount received or receivable. Where
there is undoubted evidence that the Group can comply with the conditions attaching to the grants and the Group will receive the
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
grants, they are measured in accordance with the receivable amount; otherwise, they are measured according to the amount
actually received.
A government grant related to an asset is a grant obtained by the Group used for purchase or construction, or formation the
long-term assets by other ways. Otherwise, the government grant is treated as a government grant related to income.
For government grant with unspecified purpose, the amount of grant used to form a long-term asset or related to an assets is
regarded as government grant related to an asset, the remaining amount of grant is regarded as government grant related to
income. If it is not possible to distinguish, the amount of grant is treated as government grant related to income.
A government grant related to an asset is recognized as deferred income, and evenly amortized to profit or loss over the useful
life of the related asset. For a government grant related to income, if the grant is a compensation for related expenses or losses
already incurred, the grant is recognized immediately in profit or loss for the current period; if the grant is a compensation for
related expenses or losses to be incurred in subsequent periods, the grant is recognized as deferred income, and then recognized
in profit or loss over the periods in which the costs are recognized. Government grants measured at nominal amounts are directly
recognized in profit or loss for the period.
Reversal of recognized government grant will be set off to the carrying value of relevant deferred income. Any excess of the
reversal to the carrying amount of deferred income will be recognized in profit or loss for the current period. In case there is no
relevant deferred income, reversal will be directly recognized in profit or loss for the current period.
27. Deferred tax assets and deferred tax liabilities
Income tax comprises of current income tax and deferred income tax. Current tax and deferred tax are included in profit or loss
for the current period as income tax, other than deferred tax related to transactions or events that are directly recognized in
shareholders’ equity and deferred income tax arising from business combination should adjust the carrying amount of goodwill.
Temporary differences arising from the difference between the carrying amount of an asset or liability and its tax base are
recognized as deferred tax using the balance sheet liability method.
All the taxable temporary differences are recognized as deferred tax liabilities except for those incurred in the following
transactions:
(1) The initial recognition of goodwill, and the initial recognition of an asset or liability in a transaction which is neither a business
combination nor affects accounting profit or taxable profit (or deductible loss) when the transaction occurs;
(2) The taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, and the Group is
able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The Group recognizes a deferred tax asset for the carry forward of deductible temporary differences, deductible losses and tax
credits to subsequent periods, to the extent that it is probable that future taxable profits will be available against which the
deductible temporary differences, deductible losses and tax credits can be utilized, except for those incurred in the following
transactions:
(1) The transaction is neither a business combination nor affects accounting profit or taxable profit (or deductible loss) when the
transaction occurs;
(2) The deductible temporary differences associated with investments in subsidiaries, associates and joint ventures, the
corresponding deferred tax asset is recognized when both of the following conditions are satisfied: it is probable that the
temporary difference will reverse in the foreseeable future, it is probable that taxable profits will be available in the future, against
which the temporary difference can be utilized.
At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to
the period when the asset is realized or the liability is settled, and their tax effect is reflected.
At the balance sheet date, the Group reviews the carrying amount of a deferred tax asset. If it is probable that sufficient taxable
profits will not be available in future periods to allow the benefit of the deferred tax asset to be utilized, the carrying amount of
the deferred tax asset is reduced. Any such reduction in amount is reversed when it becomes probable that sufficient taxable
profits will be available.
28. Operating leases and finance leases
A finance lease is a lease that transfers in substance all the risks and rewards incidental to ownership of an asset. An operating
lease is a lease other than a finance lease.
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
(1) As lessor
In finance leases, at the beginning date of lease period, the Group will recognize the sum of minimum lease collection and initial
direct costs as the recorded value of finance leases receivable and meanwhile is recorded as unguaranteed residual value; the
difference between the sum of minimum lease collection, initial direct costs and unguaranteed residual value and their present
value is recorded as unrecognized financing charges. Unrecognized financing charges are measured at amortized cost using the
effective interest method in the periods of leasing and recognized in financing charges for the current period.
Rental receipt from operating leases is recognized in profit or loss on a straight-line basis over the lease term. The initial direct
costs incurred are recognized in profit or loss for the current period.
(2) As lessee
In finance leases, at the beginning date of lease period, the Group will recognize the lower of the fair value of leased asset of the
beginning date of lease period and the present value of minimum lease payment as the recorded value of the leased asset, their
difference is recorded as unrecognized financing charges. Initial direct costs are recognized in leased assets’ value. Unrecognized
financing charges are measured at amortized cost using the effective interest method in the periods of leasing and recognized in
financing charges for the current period. The Group depreciates the leased assets by adopting the depreciation policy consistent
with self-owned fixed assets.
Rental paid for operating leases is recognized in the cost of relevant assets or profit or loss on a straight-line basis over the lease
term. The initial direct costs incurred are recognized in profit or loss for the current period
29. Critical accounting judgments and estimates
The Group gives continuous assessment of the reasonable expectations of future events and the critical accounting estimates and
key assumptions based on its historical experience and other factors.
The critical accounting estimates and key assumptions that are likely to lead to significant adjusted risks of the carrying amount
of assets and liabilities for the next financial year are listed as follows:
(1) Bad debt provision
The allowance method is adopted by the Group to account for losses on bad debts for receivables. Impairment of 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.
(2) Impairment provision for non-current non-financial assets
At the balance sheet date, the Group 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
is 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 Group 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 Group 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 Group needs estimate future cash flows generated from the asset group or the combination of asset groups
and choose appropriate discount rates.
(3) 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 Group reviews the useful life periodically to determine the amount of depreciation
or amortization which is recognized in each accounting period. The useful life is determined according to historical experience of
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
similar assets and technological renovation estimated. The amount of depreciation or amortization is adjusted in future
accounting periods if there are material changes in estimates made before.
(4) Deferred income tax asset
A deferred tax asset is 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 Group 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.
(5) Corporate income tax
For some transactions in the Group’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.
(6) After-sale quality warranty
The Group has the obligation to provide warrant to the quality of goods sold, and is responsible for damages arising from the
repair and replacement due to defective goods. The Group estimates and draws related provision on its after-sale quality warranty
commitment to customers with respect to the goods sold. In the 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 Group, the Group recognizes
provision based on the best estimates to be spent for fulfilling the related current obligation. Otherwise, if the event does not
become a current obligation, no predictions needed. In the course of judgment, the Group 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 the future year.
30. Changes in significant accounting policies and accounting estimates
(1) Change of significant accounting policies
There was no change to significant accounting policies during the reporting period.
(2) Change of significant accounting estimates
There was no change to significant accounting estimates during the reporting period.
IV. Taxation
1. Types of taxes and tax rates
Type of taxes Tax base Statutory tax rate%
VAT Taxable income 17
Consumption tax Import or produce high-class watches 20
Business tax Taxable income 5
Urban maintenance and construction
Turnover tax payable 7
tax
Educational surcharges Turnover tax payable 3
Local educational surcharges Turnover tax payable 2
Corporate income tax (note 1) Taxable income 15-30
Property tax (note 2) 70% of original value of property, rental income 1.2, 12
(1) Corporate income tax
Name of taxpayer Income tax rate%
The Company(Note①②) 25
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Name of taxpayer Income tax rate%
HARMONY Company(Note①) 25
Shenzhen FIYTA Precision Timer Manufacturing Co., Ltd. (Manufacturing Company(Note②③) 15
FIYTA Hong Kong(Note⑤) 16.5
Station 68(Note⑤) 16.5
Nature Art Limited(Note⑤) 16.5
World Watches International(Note⑤) 16.5
Shenzhen FIYTA Technology Development Co., Ltd (Technology Company)(Note②④) 15
Shenzhen Xiangji Commercial & Trade Co., Ltd (Trading Company)(Note ⑥) 25
Beijing Henglianda Watch Center Co., Ltd (Henglianda Company)(Note ⑥) 25
Kunming Lishan Department Store Co., Ltd. (Lishan Department Store)(Note⑥) 25
Harbin World Watches Distribution Co., Ltd. (Harbin Company)(Note ⑥) 25
Shenzhen Harmony Culture Communication Co., Ltd (Culture Company) (Note⑥) 25
Emile Choureit Timing (Shenzhen) Ltd. (Emile Choureit Shenzhen Company)(Note ⑥) 25
FIYTA Sales Co., Ltd (Sales Company)(Note ①⑥) 25
Liaoning Hengdarui Commercial & Trade Co., Ltd (Hengdarui Company)(Note⑥) 25
Swiss Company(Note⑦) 30
Note ① : According to the regulations stated in GuoShuiFa (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 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.
50% is shared and prepaid by branches and 50% is prepaid by the headquarters.
Note ②: According to Notice of “Pre-tax Deduction of Enterprise Research and Development Expenses (Interim)”, GuoShui
FA (2008) No. 116 issued by State Administration of Taxation on 10 Dec. 2008, research and development expenses, which are
charged to profit or loss instead of being capitalized as intangible assets, that incurred by the Company and the Manufacture
Company for developing new technology, new product and new technique can be deducted by 50% extra on top of actual
expensed charged in profit or loss.
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 : According to ShenGuoShuiBao Xi GaoXinNian Du Bei (2014) No. 0027 “Notice to Acceptance of Annual
Information Filing of High-tech Enterprises” issued by Xixiang Tax Sub Bureau of National Taxation Bureau of Baoan District
of Shenzhen, the Company enjoys the “Reduction and Exemption in Corporate Income Tax Rate for High and New Technology
Enterprises that Require Key Support from the State”.
Note ⑤: These companies are registered in Hong Kong and the income tax rate of Hong Kong applicable is 16.50% this year
Note ⑥: 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 ⑦: The tax rate of 30% is applicable for Swiss Company as it registered in Switzerland.
(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 ShuiFa (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.
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Properties of the Group that situated in Shenzhen are taxed according to this notice. Properties situated in other cities are taxed
according to local regulations.
V. Notes to main items of consolidated financial statements
1. Cash at bank and on hand
31/12/2015 31/12/2014
Item
Foreign Exchange RMB Foreign Exchange RMB
currency rate equivalent currency rate equivalent
Cash on hand: -- -- 387,241.40 -- -- 338,694.81
RMB -- -- 369,313.36 -- -- 323,007.58
USD 698.00 6.4936 4,532.53 698.00 6.1190 4,271.06
HKD 12,910.73 0.8378 10,816.55 11,252.83 0.7889 8,877.36
EUR 24.45 7.0952 173.48 24.45 7.4556 182.29
CHF 375.75 6.4018 2,405.48 375.75 6.2715 2,356.52
Bank deposit: -- -- 636,995,113.67 -- -- 114,319,146.38
RMB -- -- 628,885,440.39 -- -- 96,108,985.12
USD 165,167.86 6.4936 1,072,534.45 196,091.57 6.1190 1,199,885.01
HKD 7,451,264.03 0.8378 6,242,664.82 13,272,713.21 0.7889 10,470,753.04
CHF 124,101.66 6.4018 794,474.01 1,042,736.70 6.2715 6,539,523.21
Other monetary fund: -- -- 1,580,520.86 -- -- 1,797,229.35
RMB -- -- 1,580,520.86 -- -- 1,797,229.35
Total 638,962,875.93 116,455,070.54
Amount of RMB1,575,000.00 in other monetary funds is the security deposit with Shenzhen Center Branch of Agricultural Bank
of China for issuing of irrevocable letter of guarantee.
2. Notes receivable
Classification 31/12/2015 31/12/2014
Bank acceptance bills 5,697,788.08 5,162,768.29
Trade acceptance bills 1,500,000.00 1,000,000.00
Total 7,197,788.08 6,162,768.29
(1)There is no pledge of notes receivable at the end of the period.
(2)There is no endorsed or discounted notes receivable that is not yet due at the end of the period.
(3)There is no notes receivable transferred to receivables due to issuer’s default at the end of the period.
3. Accounts receivable
(1)Accounts receivables disclosed by categories:
Category 31/12/2015
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Amount Percentage Provision for Provision Net amount
% bad debts rate %
Receivables that are individually
significant in amount and - - - - -
provided for bad debt separately
Receivables provided for bad debt
by portfolio:
Including: Portfolio based on 138,760,245.46 44.39 7,856,219.86 5.66 130,904,025.60
aging of receivables
Specific receivables 173,821,650.69 55.61 - - 173,821,650.69
Subtotal 312,581,896.15 100.00 7,856,219.86 2.51 304,725,676.29
Receivables that are individually
insignificant in amount but - - - - -
provided for bad debt separately
Total 312,581,896.15 100.00 7,856,219.86 2.51 304,725,676.29
Accounts receivables disclosed by categories (continued)
31/12/2014
Category
Amount Percentage Provision for Provision Net amount
% bad debts rate %
Receivables that are individually
significant in amount and provided - - - - -
for bad debt separately
Receivables provided for bad debt
by portfolio:
Including: Portfolio based on 165,747,769.87 46.05 8,663,644.67 5.23 157,084,125.20
aging of receivables
Specific receivables 194,192,780.33 53.95 - - 194,192,780.33
Subtotal 359,940,550.20 100.00 8,663,644.67 2.41 351,276,905.53
Receivables that are individually
insignificant in amount but - - - - -
provided for bad debt separately
Total 359,940,550.20 100.00 8,663,644.67 2.41 351,276,905.53
Note:
①Accounts receivable that are provided for bad debt based on aging analysis in aging portfolio:
31/12/2015
Aging Provision for bad
Amount Percentage % Provision rate % Net amount
debts
Within 1 year 131,175,022.16 94.53 6,586,786.79 5.00 124,588,235.37
1 to 2 years 5,689,069.52 4.10 568,906.94 10.00 5,120,162.58
2 to 3 years 1,237,753.78 0.89 371,326.13 30.00 866,427.65
Over 3 years 658,400.00 0.48 329,200.00 50.00 329,200.00
Total 138,760,245.46 100.00 7,856,219.86 5.66 130,904,025.60
(Continued)
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
31/12/2014
Aging
Provision for bad
Amount Percentage % Provision rate % Net amount
debts
Within 1 year 162,924,972.23 98.30 8,146,248.60 5.00 154,778,723.63
1 to 2 years 1,647,216.14 0.99 164,721.62 10.00 1,482,494.52
2 to 3 years 1,175,581.50 0.71 352,674.45 30.00 822,907.05
Over 3 years - - - - -
Total 165,747,769.87 100.00 8,663,644.67 5.23 157,084,125.20
② Among the portfolio, accounts receivable that are provided for bad debt using other method
Name of portfolio Carrying amount Bad debt provision Provision rate %
Portfolio of specific
173,821,650.69 - -
accounts
(2) Provision and recovery of provision within this year
The amount of Bad debt provision accrued is RMB54,831.98 in current period. There was no received bad debt provision in
current period.
(3) Actual written-off of accounts receivable within this year
Item Written-off amounts
Accounts receivable actually written off 862,256.79
(4)Accounts receivable due from the top five debtors of the Group are as follows:
The closing balance of total accounts receivable due from the top five debtors of the Group is RMB24,938,417.27, accounting
for 7.98% of the total accounts receivable as at 31 December 2015 and the corresponding provision for bad and doubtful debts
accrued as at 31 December 2015 is RMB1,246,920.86.
4. Prepayments
(1)The ageing analysis of prepayments is as follows:
31/12/2015 31/12/2014
Aging
Amount Percentage % Amount Percentage %
Within 1 year 40,458,069.74 82.79 42,177,990.15 97.97
1 to 2 years 7,684,834.45 15.73 225,856.85 0.52
2 to 3 years 103,176.35 0.21 103,427.06 0.24
Over 3 years 623,483.06 1.27 547,368.00 1.27
Total 48,869,563.60 100.00 43,054,642.06 100.00
(2)The top five prepayments are as follows:
Total prepayments due from the top five debtors of the Group as at 31 December 2015 is RMB25,528,143.71 and accounts for
52.24% of the total prepayments as at 31 December 2015.
5. Other receivables
(1)Other receivables disclosed by categories
Category 31/12/2015
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Amount Percentage Provision for Provision Net amount
% bad debts rate %
Other receivables that are individually
significant in amount and provided 800,000.00 1.88 800,000.00 100.00 -
for bad debt separately
Other receivables provided for bad
debt by portfolio:
Including: Portfolio based on aging of 36,781,989.54 86.30 1,852,085.48 5.04 34,929,904.06
receivables
Specific other receivables 4,917,828.70 11.54 - - 4,917,828.7
Subtotal 41,699,818.24 97.84 1,852,085.48 4.44 39,847,732.76
Other receivables that are individually
insignificant in amount but provided 120,000.00 0.28 120,000.00 100.00 -
for bad debt separately
Total 42,619,818.24 100.00 2,772,085.48 6.50 39,847,732.76
Other receivables disclosed by categories(continued)
31/12/2014
Category
Amount Percentage Provision for Provision Net amount
% bad debts rate %
Other receivables that are
individually significant in amount - - - - -
and provided for bad debt separately
Other receivables provided for bad
debt by portfolio:
Including: Portfolio based on aging 33,466,574.93 75.29 2,803,647.28 8.38 30,662,927.65
of receivables
Specific other receivables 10,862,791.62 24.44 - - 10,862,791.62
Subtotal 44,329,366.55 99.73 2,803,647.28 6.32 41,525,719.27
Other receivables that are
individually insignificant in amount 120,000.00 0.27 120,000.00 100.00 -
but provided for bad debt separately
Total 44,449,366.55 100.00 2,923,647.28 6.58 41,525,719.27
Note:
①Among the portfolio, other receivables that are provided for bad debt based on aging analysis：
31/12/2015
Aging
Provision for bad
Amount Percentage % Provision rate % Net amount
debts
Within 1 year 36,738,589.54 99.88 1,836,929.48 5.00 34,901,660.06
1 to 2 years 16,360.00 0.05 1,636.00 10.00 14,724.00
2 to 3 years - - - - -
Over 3 years 27,040.00 0.07 13,520.00 50.00 13,520.00
Total 36,781,989.54 100.00 1,852,085.48 5.04 34,929,904.06
(Continued)
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
31/12/2014
Aging Provision for bad
Amount Percentage % Provision rate % Net amount
debts
Within 1 year 27,670,158.67 82.68 1,383,509.74 5.00 26,286,648.93
1 to 2 years 3,271,785.31 9.78 327,178.52 10.00 2,944,606.79
2 to 3 years 846,782.30 2.53 254,034.69 30.00 592,747.61
Over 3 years 1,677,848.65 5.01 838,924.33 50.00 838,924.32
Total 33,466,574.93 100.00 2,803,647.28 8.38 30,662,927.65
②Among the portfolio, other receivables that are provided for bad debt using other method:
Name of portfolio Carrying amount Bad debt provision Provision rate %
Portfolio of specific
4,917,828.70 - -
accounts
(2) Provision and recovery of provision within this year
The amount of bad debt provisions reversed is RMB151,561.80 in current period. There is no bad debt provisions received in
current period.
(3)Other receivables by nature
Item 31/12/2015 31/12/2014
Petty cash 4,917,828.70 8,613,005.35
Security deposit 9,126,499.58 5,710,249.11
Guarantee deposit 19,654,321.18 21,201,491.16
Goods promotion fee 6,617,843.27 5,021,765.71
Others 2,303,325.51 3,902,855.22
Total 42,619,818.24 44,449,366.55
(4)Accounts receivable due from the top five debtors of the Group are as follows:
% of the balance Provision for
Company name Nature Balance Aging of other bad and
receivables doubtful
debts
Guarantee within
China Resources (Shenzhen) Co., Ltd 2,758,194.00 6.47 137,909.70
deposit one year
China Resources Sun Hung Kai Guarantee within
1,497,003.00 3.51 74,850.15
Properties(Hangzhou)Limited deposit one year
Goods
within
The Swatch Group (China) Ltd. promotion 1,177,889.45 2.76 58,894.47
one year
fee
Shenzhen Yitian Holiday World Property Guarantee within
1,090,523.00 2.56 54,526.15
Development Co., Ltd deposit one year
Oris International Trade (Shanghai) Co., Goods within
1,059,500.00 2.49 52,975.00
Ltd. promotion fee one year
Total 7,583,109.45 17.79 379,155.47
6. Inventory
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
(1)Inventories by categories
31/12/2015 31/12/2014
Category Provision for Provision for di
Book balance diminution in Carrying amount Book balance minution in val Carrying amount
value ue
Raw materials 160,662,691.18 6,305,697.86 154,356,993.32 129,886,207.63 7,759,807.87 122,126,399.76
Work-in-proce 17,310,018.61 - 17,310,018.61 29,054,964.10 - 29,054,964.10
ss
Finished goods 1,943,230,127.88 22,206,120.52 1,921,024,007.36 1,998,359,374.96 15,749,714.50 1,982,609,660.46
Total 2,121,202,837.67 28,511,818.38 2,092,691,019.29 2,157,300,546.69 23,509,522.37 2,133,791,024.32
Note: At the year end, the balance of the Group’s inventory of branded watches with aging over 3 years is RMB 204,730,851.60,
accounts for 13.56% of the closing balance of all branded watches. The opening balance of the branded watches of the Group’s
inventory with aging over 3 years is RMB240,521,136.99, about 16.67% of the opening balance of the branded watches.
(2)Provision for diminution in value of inventories
Increase Decrease
Category 31/12/2014 31/12/2015
Accrual Other Reversed Written-off
Raw materials 7,759,807.87 - - 94,272.69 1,359,837.32 6,305,697.86
Finished goods 15,749,714.50 6,456,406.02 - - - 22,206,120.52
Total 23,509,522.37 6,456,406.02 - 94,272.69 1,359,837.32 28,511,818.38
Provision for diminution in value of inventories (continued)
Reasons for inventory
falling price reserves
Category Determination basis of net realizable value
reversed or written off in
current period
Raw Net realizable value is determined according to the estimated sale price of finished
products produced deducted the costs that may incur till the completion of ①
materials
production, estimated sale costs and related taxes
Finished Net realizable value is determined according to the estimated sale price of finished
goods goods less sales and distribution expenses and related taxes -
Note:
① Reversal is due to the increase of net realizable value of raw material. Written-off is due to sales of raw material that were
provided for impairment in prior period.
7. Other current assets
Item 31/12/2015 31/12/2015
Deductible input VAT tax 10,185,449.99 8,356,400.02
Housing rental 4,065,558.45 4,270,819.57
Others 1,545,765.12 1,794,296.84
Total 15,796,773.56 14,421,516.43
8. Available-for-sale financial assets
(1)Available-for-sale financial assets
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
31/12/2015 31/12/2014
Item Carrying Carrying
Provision for Provision for
Book balance Book balance
impairment amount impairment amount
Available-for-sale equity
385,000.00 300,000.00 85,000.00 385,000.00 300,000.00 85,000.00
instrument
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)Available-for-sale financial asset measured at cost
Book balance Provision for impairment
D Investm
In In Cash
Invested ec De ent
cr cre divide
entity 31/12/2014 re 31/12/2015 31/12/2014 cre 31/12/2015 percenta
ea as nd
as ase ge
se e
e
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
Company
Total 385,000.00 - - 385,000.00 300,000.00 - - 300,000.00 -- -
(3)Movement of the impairment of available-for-sale financial assets in the reporting period
Category Available-for-sale equity instrument
Impairment as at 31/12/2014 300,000.00
Accrued in current year -
Including: transferred from other
-
comprehensive income
Decrease in current year -
Including: reversal due to fair value increases -
Impairment as at 31/12/2015 300,000.00
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
9. Long-term equity investments
Movement
Balance of
Cash provision
Balance Investment Balance as at 3
Investee Adjustment dividend for
as at 31/12/2014 Additio income/loss 1/12/2015
of other Changes of or profit Provison for impairment as
Reduction recognized Others
n comprehensiv other equity announce impairment at
under the
e income d to be 31/12/2015
equity method
issued
① Associated
company
Shanghai
Watch
Industry Co.,
42,389,759.91 - - 831,812.14 - - - - - 43,221,572.05 -
Ltd(Shanghai
Watch
Industry)
Total 42,389,759.91 - - 831,812.14 - - - - - 43,221,572.05 -
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
10. Investment property
Item Buildings Total
I. Total book value
1.Balance as at 31/12/2014 340,029,020.44 340,029,020.44
2.Additions - -
(1)Purchase - -
(2)Inventory/fixed asset/construction in - -
progress transfer
(3)Business combination - -
3.Disposals - -
(1)Disposals - -
(2)Other - -
4.Balance as at 31/12/2015 340,029,020.44 340,029,020.44
II. Accumulated depreciation or amortization
1.Balance as at 31/12/2014 113,937,081.55 113,937,081.55
2. Additions 9,143,745.87 9,143,745.87
(1)Accrued or amortized 9,143,745.87 9,143,745.87
(2)Business combination - -
(3)Other increases - -
3. Disposals - -
(1)Disposal - -
(2)Others - -
4.Balance as at 31/12/2015 123,080,827.42 123,080,827.42
III. Provision of impairment
1.Balance as at 31/12/2014 - -
2. Additions - -
(1)Accrued - -
(2)Other increases - -
3. Disposals - -
(1)Disposal - -
(2)Others - -
4.Balance as at 31/12/2015 - -
IV. Carrying amount
1.As at 31/12/2015 216,948,193.02 216,948,193.02
2.As at 31/12/2014 226,091,938.89 226,091,938.89
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Note: The depreciation and amortization recognized in 2015 is RMB 9,143,745.87.
11. Fixed assets
(1) Fixed assets by categories
Item Property and Machinery Transportatio Electronic Other Total
buildings n vehicles devices equipment
I. Total book value
1.Balance as at 318,842,602.17 63,510,303.08 16,021,718.53 29,830,349.42 38,350,321.67 466,555,294.87
31/12/2014
2. Additions 40,214,221.05 16,361,135.14 883,703.40 4,192,363.41 1,889,137.34 63,540,560.34
(1)Purchasing 40,214,221.05 16,361,135.14 883,703.40 4,192,363.41 1,889,137.34 63,540,560.34
(2)Transfer from -
- - - - -
construction in progress
(3)Increase due to -
- - - - -
business combination
3. Disposals - 406,320.94 385,777.94 162,294.30 80,612.61 1,035,005.79
(1)Disposal or retire - 406,320.94 385,777.94 162,294.30 80,612.61 1,035,005.79
(2)Other decrease - - - - -
4.Balance as at 359,056,823.22 79,465,117.28 16,519,643.99 33,860,418.53 40,158,846.40 529,060,849.42
31/12/2015
II. Accumulated
depreciation
1.Balance as at 53,550,667.30 25,571,773.23 10,668,986.69 21,098,150.07 31,932,847.00 142,822,424.29
31/12/2014
2. Additions 11,213,864.75 7,375,642.57 2,086,029.47 3,160,459.68 1,167,168.65 25,003,165.12
(1)Accrual 11,213,864.75 7,375,642.57 2,086,029.47 3,160,459.68 1,167,168.65 25,003,165.12
(2)Other increase - - - - - -
3. Reductions - 201,507.94 366,489.04 132,919.29 43,651.73 744,568.00
(1)Disposal or retire - 201,507.94 366,489.04 132,919.29 43,651.73 744,568.00
(2)Other decrease - - - - - -
4. Balance as at 64,764,532.05 32,745,907.86 12,388,527.12 24,125,690.46 33,056,363.92 167,081,021.41
31/12/2015
III. Provision for - - - - - -
impairment
1.Balance as at - - - - - -
31/12/2014
2. Additions - - - - - -
(1)Accrual - - - - - -
(2)Other increase - - - - - -
3. Reductions - - - - - -
(1)Disposal or retire - - - - - -
(2)Other decrease - - - - - -
4.Balance as at - - - - - -
31/12/2015
IV. Carrying amount
1.As at 31/12/2015 294,292,291.17 46,719,209.42 4,131,116.87 9,734,728.07 7,102,482.48 361,979,828.01
2.As at 31/12/2014 265,291,934.87 37,938,529.85 5,352,731.84 8,732,199.35 6,417,474.67 323,732,870.58
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Note:
Fixed assets that are pledged or guaranteed
As at 31 December 2015, the property with original cost of RMB25,183,927.61, net book value of RMB20,007,240.87 was
pledged for long-term loan of RMB5,877,036.33.
(2)Fixed assets that do not have certificate for property right
Reason for not having certificate for
Item Book value
property rights
Office rooms for Harbin Branch 319,555.68 Defective in property right
(3)Cost of the Group’s assets that are fully depreciated but still in use amounts to RMB76,709,868.88 at the end of year 2015.
12. Construction in progress
(1)Details of construction in progress
31/12/2015 31/12/2014
Item
Book balance Impairment Net carrying Book balance Impairment Net carrying
amount amount
Clock & Watch
base in 173,189,274.57 - 173,189,274.57 51,283,233.53 - 51,283,233.53
Guangming New
FIYTA Tech.
Building Canopy - - - 17,279.00 - 17,279.00
project
FIYTA Tech.
Building
basement - - - 88,751.00 - 88,751.00
renovation
project
Total 173,189,274.57 - 173,189,274.57 51,389,263.53 - 51,389,263.53
(2) The Group’s major construction projects in progress are set out as follows
Transfer Other Including
Accumulated
Project red to current Capitalize
31/12/2014 Additions capitalized 31/12/2015
name fixed deducti interest capitalized d rate%
assets on interest
Clock &
Watch base
in 51,283,233.53 121,906,041.04 - - 3,386,352.38 2,869,675.80 5.77 173,189,274.57
Guangming
New District
The Group’s major construction projects in progress are set out as follows (continued):
Percentage of
accumulated
Project Budget Progress Sources of funds
investment to
budget %
Clock & Watch base in Self-raised and loan from
270,000,000.00 64.14 64.39%
Guangming New District the bank
13. Intangible asset
(1)Intangible asset
Item Land right Software system Right to use Total
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
trademarks
I. Book value
1.Balance as at
34,854,239.40 4,631,161.08 9,547,313.86 49,032,714.34
31/12/2014
2 Additions - 2,327,148.25 - 2,327,148.25
(1)Purchasing - 2,327,148.25 - 2,327,148.25
(2)Internal R&D - - - -
(3)Increase due to
- - - -
business combination
(4)Other increases - - - -
3. Reductions - - - -
(1)Disposal - - - -
(2)Other decreases - - - -
4.Balance as at 31/12/2015 34,854,239.40 6,958,309.33 9,547,313.86 51,359,862.59
II. Accumulated amortization
1.Balance as at
7,692,142.62 2,627,273.78 3,210,772.22 13,530,188.62
31/12/2014
2. Additions: 731,567.04 657,160.31 11,319.96 1,400,047.31
(1)Accrual 731,567.04 657,160.31 11,319.96 1,400,047.31
(2)Other increases - - - -
3. Reduction - - - -
(1)Disposal - - - -
(2)Other decreases - - - -
4.Balance as at
8,423,709.66 3,284,434.09 3,222,092.18 14,930,235.93
31/12/2015
III. Provision for impairment
1.Balance as at
- - - -
31/12/2014
2. Additions: - - - -
(1)Accrual - - - -
(2)Other increases - - - -
3. Reduction - - - -
(1)Disposal - - - -
(2)Other decreases - - - -
4.Balance as at
- - - -
31/12/2015
IV. Carrying amount
1.Balance as at
26,430,529.74 3,673,875.24 6,325,221.68 36,429,626.66
31/12/2015
2.Balance as at
27,162,096.78 2,003,887.30 6,336,541.64 35,502,525.72
31/12/2014
Note: Amortization recognized in 2015 is RMB1,400,047.31元。
14. Goodwill
(1) Book value of goodwill
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Name of investee or events
31/12/2014 Additon Reduction 31/12/2015
constituting goodwill
Lishan Department Store 1,735,756.48 - - 1,735,756.48
(2) Provision for impairment of goodwill
Name of investee or events Balance as at Additon Reduction Balance as at
constituting goodwill 31/12/2014 Provision Other Disposal Other 31/12/2015
Lishan Department Store 1,735,756.48 - - - - 1,735,756.48
Note:
HARMONY Company, a subsidiary of the Company, acquired 100% shares of Lishan Department Store on 31 March 2008 with
consideration of RMB1,200,000.00. On the date of acquisition, the fair value of identifiable net assets of Lishan Department
Store was RMB(535,756.48). HARMONY Company recorded the difference of RMB1,735,756.48 as goodwill in the consolidated
financial statements. At the end of 2008, it carried out the impairment test for the goodwill. As the recoverable amount was lower
than its book value, HARMONY Company charged the goodwill impairment losses of RMB1,735,756.48 to the profit or loss in
year 2008.
15. Long-term deferred expenses
Reduction
Item 31/12/2014 Additions 31/12/2015
Others
Amortization
deduction
Counter
fabrication 59,982,521.32 68,436,819.26 61,531,837.33 - 66,887,503.25
expenses
Renovation
79,898,617.77 24,842,100.99 32,968,056.59 - 71,772,662.17
expenses
Fee for
9,504,961.77 16,230,757.44 9,362,104.68 - 16,373,614.53
representation
Others 347,465.17 575,502.72 252,183.45 - 670,784.44
Total 149,733,566.03 110,085,180.41 104,114,182.05 - 155,704,564.39
16. Deferred income tax assets and deferred income tax liabilities
(1)Deferred income tax assets and deferred income tax liabilities before offsetting
31/12/2015 31/12/2014
Item Deductible/Taxab Deductible/Taxab
Deferred income Deferred income
le temporary tax assets le temporary tax assets
difference difference
Deferred income tax assets:
Asset impairment provision 53,423,315.43 12,781,048.95 35,096,814.32 7,934,522.40
Offset internal unrealized profit 371,236,241.47 87,969,273.73 321,704,912.25 79,169,123.81
Deferred income 4,300,000.00 1,075,000.00 4,200,000.00 1,050,000.00
Deductible loss 16,561,138.12 4,076,400.48 10,815,273.17 2,515,429.89
Subtotal 445,520,695.02 105,901,723.16 371,816,999.74 90,669,076.10
(2)Details of deductible temporary difference and deductible losses that haven’t been recognized as deferred tax assets
Item 31/12/2015 31/12/2014
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Deductible temporary difference 2,035,756.48 2,035,756.48
17. Other non-current assets
Item 31/12/2015 31/12/2014
Prepaid property building fund - 31,500,000.00
Prepaid equipment fund 5,118,833.65 -
Total 5,118,833.65 31,500,000.00
18. Short-term loans
(1)Classification of short-term loans
Item 31/12/2015 31/12/2014
Guaranteed loan 338,186,200.00 436,445,000.00
Credit Loan 650,000,000.00 553,000,000.00
Total 988,186,200.00 989,445,000.00
Note:
1 There are no unpaid short-term loans that fall due.
2 Refer to Note X. 5(3) for details of guarantee between related-parties.
19. Accounts payables
Item 31/12/2015 31/12/2014
Trade payables 111,750,463.34 136,579,035.50
Payables for material purchased 20,477,883.44 10,328,743.55
Payables for project warranty 23,711,339.76 211,339.76
Total 155,939,686.54 147,119,118.81
Among, significant accounts payable aging over 1 year
Item 31/12/2015 Reasons for not settle
Shenzhen Ruishi Watch Co., Ltd. 825,789.29 Invoice not received
20. Advances from customer
Item 31/12/2015 31/12/2014
Trade advances received 14,823,613.26 8,602,932.19
Rental advances received 3,207,516.61 3,484,435.98
Total 18,031,129.87 12,087,368.17
21. Employee remuneration payable
Item 31/12/2014 Increase Decrease 31/12/2015
Short-term remuneration 38,082,957.60 457,737,029.58 456,909,320.37 38,910,666.81
Post-employment welfare-defined 565,474.81 39,118,755.83 39,198,149.50 486,081.14
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Item 31/12/2014 Increase Decrease 31/12/2015
contribution plans
Dismissal welfare - 2,304,305.95 2,304,305.95 -
Total 38,648,432.41 499,160,091.36 498,411,775.82 39,396,747.95
(1) Short-term employee benefits
Item 31/12/2014 Increase Decrease 31/12/2015
Wages, bonuses and allowances 37,656,100.67 408,359,831.00 407,320,090.39 38,695,841.28
Employee Welfare - 7,971,090.54 7,971,090.54 -
Social insurance - 15,862,607.42 15,862,607.42 -
Incl.：1. medical insurance - 13,573,559.22 13,573,559.22 -
2. work-related injury insurance - 881,679.02 881,679.02 -
3. maternity insurance - 1,407,369.18 1,407,369.18 -
Housing fund - 15,260,562.48 15,260,562.48 -
Expenditure for labor union and employee 426,856.93 8,336,445.02 8,548,476.42 214,825.53
training
Other short-term benefits - 1,946,493.12 1,946,493.12 -
Total 38,082,957.60 457,737,029.58 456,909,320.37 38,910,666.81
(2)Defined contribution plans
Item 31/12/2014 Increase Decrease 31/12/2015
Post-employment welfare
Incl.：1．endowment insurance - 35,009,138.91 35,008,301.11 837.80
2．unemployment insurance - 1,926,514.75 1,926,514.75 -
3．Enterprise annuity payment 565,474.81 2,183,102.17 2,263,333.64 485,243.34
4．Others - - - -
Total 565,474.81 39,118,755.83 39,198,149.50 486,081.14
22. Taxes payable
Item 31/12/2015 31/12/2014
Value added tax 38,446,286.82 39,838,385.65
Business tax 585,194.96 795,720.42
Corporate income tax 27,163,568.79 34,315,435.06
Individual income tax 1,102,201.03 745,837.07
City maintenance & construction tax 612,201.25 465,372.23
Property tax 45,596.12 618,271.30
Educational surcharges 395,801.04 276,780.09
Stamp duty 242,297.50 252,083.51
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Item 31/12/2015 31/12/2014
Embankment protection fee 22,414.09 8,859.19
Others 306,171.21 286,025.54
Total 68,921,732.81 77,602,770.06
23. Interest payable
Item 31/12/2015 31/12/2014
605,563.29 597,095.78
Interest payable for long-term loan
16,800,000.00 16,800,000.00
Interest on corporate bonds
Interest payable for short-term loan 1,806,066.73 2,023,797.97
Total 19,211,630.02 19,420,893.75
24. Other payables
Item 31/12/2015 31/12/2014
Security deposit 17,427,761.30 16,573,961.57
Shareholder loans - 150,000,000.00
Decoration expenses 4,268,223.01 4,712,095.11
Down payment 3,052,393.03 3,331,638.94
Store activity funds 8,504,697.12 6,075,167.30
Personal accounts payable 1,802,485.42 358,160.60
Housing allowance 1,760,000.00 -
Expenses for capital raising 1,146,772.99 -
Others 10,169,283.33 7,523,876.93
Total 48,131,616.20 188,574,900.45
Among, significant other payables aging over 1 year:
Reasons for unpaid or
Item Amount
unsettled
Shenzhen Tencent Computer System Co., Ltd. 4,693,429.16 within lease term
Oracle R&D Center (Shenzhen) Limited 811,590.00 within lease term
China Tenth Metallurgy Group Limited Corporation 690,000.00 Security deposit for project
Shenzhen Yitianxun Technology Co., Ltd 505,657.80 within lease term
Shenzhen Xiangya Food Co., Ltd. 471,760.00 within lease term
Shenzhen Avic Real Estate Co., Ltd 424,800.00 within lease term
Shenzhen Honestar Electronic Limited 375,144.00 within lease term
Shenzhen Good Family Sports-Ware Chain Limited 351,030.00 within lease term
Sun Dawei 358,160.60 Not yet been returned
China Merchants Bank Shenzhen Sci-tech Park Branch 349,692.00 within lease term
Shenzhen Uni-phone Self-service Kara-Ok Entertainment 334,880.00 within lease term
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Reasons for unpaid or
Item Amount
unsettled
Supermarket Limited
Shenzhen Oriental Boiler Control Co., Ltd 318,491.60 within lease term
Shenzhen Hangjian Engineering Cost Consultation Co., Ltd 208,304.00 within lease term
Total 9,892,939.16
25. Other current liabilities
Item 31/12/2015 31/12/2014
Accrued expenses 1,988,252.38 5,482,521.27
26. Long-term loan
Item 31/12/2015 Range of 31/12/2014 Range of
interest rate interest rate
Pledge loans 5,877,036.33 3.00-4.25% 6,255,497.65 3.00-4.25%
Guaranteed loan 194,031,928.00 2.94-6.06% 133,696,928.00 3.00-5.69%
Subtotal 199,908,964.33 139,952,425.65
Less: Long-term loan due within one
108,914,000.00 -
year
Total 90,994,964.33 139,952,425.65
Note:
① There is no unpaid long-term loans that fall due.
② As described in Note V.11, the loan is pledged by property and houses with original cost of RMB25,183,927.61 and book
value of RMB20,007,240.87.
③Refer to Note X. 5(3) for guarantee between related parties.
27. Bonds payable
Item 31/12/2015 31/12/2014
12 FIYTA Debt 399,823,760.28 398,767,929.40
(1) Movement of bonds payable
Bond Name Par value Issue date Bond period Issue amount
12 FIYTA Debt 400,000,000.00 27/2/2013 3+2 years 400,000,000.00
Subtotal 400,000,000.00 400,000,000.00
Bonds payable (continued)
Interest Amortization
Bond Name 31/12/2014 Issued accrued on of premium Repayment 31/12/2015
par value or discount
12 FIYTA 398,767,929.40 - 20,160,000.00 1,055,830.88 20,160,000.00 399,823,760.28
Debt
Subtotal 398,767,929.40 - 20,160,000.00 1,055,830.88 20,160,000.00 399,823,760.28
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Less:
Long-term loan
- - - - - -
due within one
year
Total 398,767,929.40 - 20,160,000.00 1,055,830.88 20,160,000.00 399,823,760.28
28. Deferred income
Item 31/12/2014 Increase Decrease 31/12/2015 Forming reasons
Government grant 4,200,000.00 2,800,000.00 2,700,000.00 4,300,000.00
Note:
Incl. :Deferred income—governmental grant
Amount
recognized in Other Related to
Subsidy project 31/12/2014 Increase 31/12/2015
Non-operating Changes assets/income
Income
Technical study for civil
aviation airborne cockpit 1,200,000.00 - 1,200,000.00 - - Income related
clock (note ①)
Special fund for
Shenzhen industrial
design industry 3,000,000.00 - 1,500,000.00 - 1,500,000.00 Asset related
development
(Note ②)
Funding project for
construction of
National Enterprise - 2,000,000.00 - - 2,000,000.00 Asset related
Technology Center(Note
③)
Researching project for
gordian technique of
standard timing system - 800,000.00 - - 800,000.00 Income related
of DF101(Note ④)
Total 4,200,000.00 2,800,000.00 2,700,000.00 - 4,300,000.00
Note:
Note ① :Special fund was obtained from the First Special Fund for Technology Innovation Scheming Technological
Development Project (Advanced Equipment Manufacturing) of 2013 Municipal Technology Research and Development Fund by
Technological Innovation Commission of Shenzhen Municipality and Finance Commission of Shenzhen Municipality according
to Administrative Measures for Shenzhen Technology Research and Development and Administrative Measures for Shenzhen
Technology Scheming Project on 28 June 2013.
Note ②：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 on 10 Oct 2014.
Note ③：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) on 28 Oct 2015.
Note ④：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 on 9 Dec 2015.
29. Share capital (Unit: 0,000 shares)
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Additions or reduction (+, -)
Item 31/12/2014 Capitalization 31/12/2015
Issuance of Bonus
of capital Others Subtotal
new share shares
reserves
Total shares 39,276.7870 4,597.7011 - - - 4,597.7011 43,874.4881
Note:
The above share capital has been verified with the capital verification report – Zhitong Yan Zi (2015) No. 441ZC0652, which is
issued by Grant Thornton.
30. Capital reserve
Item 31/12/2014 Increase Decrease 31/12/2015
Share premium 511,015,832.95 536,947,362.62 - 1,047,963,195.57
Other capital reserves 14,492,448.65 - - 14,492,448.65
Total 525,508,281.60 536,947,362.62 - 1,062,455,644.22
As described in note 1, the increase is the premium of non-public offering of ordinary share (A share).
31. Other comprehensive income
Movement
Less:
recorded in
other
Amount comprehens Less:
As at incurred ive income Inco Attribute to Attribute As at 31/12/2015
Item before in prior me parent to minority
31/12/2014(1) (3)=(1)+(2)
income tax period and tax company shareholde
in current transferred expe after tax(2) rs after tax
period to profit or nses
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
-17,609,265.22 658,770.06 - - 464,075.51 194,694.55 -17,145,189.71
will be reclassified
subsequently to
profit or loss
1. Translation
difference of
-17,609,265.22 658,770.06 - - 464,075.51 194,694.55 -17,145,189.71
foreign currency
financial statements
Total other
comprehensive -17,609,265.22 658,770.06 - - 464,075.51 194,694.55 -17,145,189.71
income
Note: Net after-tax other comprehensive income incurred in current period is RMB658,770.06. Amongst, the amount attribute to
parent company shareholders is RMB464,075.51 and the amount attribute to minority shareholders is RMB194,694.55.
32. Surplus reserve
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Item 31/12/2014 Increase Decrease 31/12/2015
Statutory surplus 103,930,572.89 13,827,610.26 - 117,758,183.15
reserve
Discretionary surplus 61,984,894.00 - - 61,984,894.00
reserve
Total 165,915,466.89 13,827,610.26 - 179,743,077.15
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 can
be stopped.
33. Undistributed profit
Appropriation
Item 31/12/2015 31/12/2014
proportion
Undistributed profit at the end of prior year before adjustments 566,819,577.37 469,706,600.67 --
Adjustments to undistributed profit at the beginning of year - - --
Undistributed profit at the beginning of a year after adjustment 566,819,577.37 469,706,600.67 --
Plus: Net profit attributable to the owner of the parent company
121,702,057.44 145,591,136.39 --
for the year
Less: statutory surplus reserve drawn 13,827,610.26 9,201,372.69 10%
Dividends payable to ordinary shares 39,276,787.00 39,276,787.00 --
635,417,237.55 566,819,577.37 --
Undistributed profit at the end of the year
Incl.：Surplus reserve drawn by subsidiaries that attributable to
2,279,410.31 3,063,794.53 --
parent company
Note:
(1)Description on distribution of dividend
Pursuant to the “Resolution of Equity Distribution for Year 2014” approved at the 2014 Annual General Meeting held on 17
June 2015, the Company distributed to all shareholders cash dividend of RMB1.00 (tax inclusive) for every 10 shares held based
on total shares of 392,767,870 as at 31 December 2014. Total cash dividend distributed was RMB39,276,787.00.
(2)Information on subsidiary’s surplus reserve in the reporting period
In 2015, HARMONY Company, a subsidiary of the Company, drew surplus reserve of RMB1,613,488.44, of which
RMB1,613,488.44 is attributable to the parent company. In 2015, Technology Company, a subsidiary of the Company, drew
surplus reserve of RMB665,921.87, of which RMB 665,921.87 is attributable to the parent company.
34. Operating revenue and operating cost
2015 2014
Item
Operating revenue Operating cost Operating revenue Operating cost
Revenue from main
3,127,774,670.18 1,920,619,137.50 3,245,370,291.15 2,043,109,870.34
business
Revenue from other 34,421,542.72 8,894,528.54 32,772,494.72 11,605,087.11
business
Total 3,162,196,212.90 1,929,513,666.04 3,278,142,785.87 2,054,714,957.45
Note:
(1) Primary operating income and operating cost by industry
Industry sector 2015 2014
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Operating revenue Operating cost Operating revenue Operating cost
Watches 3,032,902,719.41 1,906,085,186.72 3,154,917,328.23 2,030,149,894.46
Property leasing 94,871,950.77 14,533,950.78 90,452,962.92 12,959,975.88
Total 3,127,774,670.18 1,920,619,137.50 3,245,370,291.15 2,043,109,870.34
(2) Primary operating income and operating cost by products
2015 2014
Product
Operating revenue Operating cost Operating revenue Operating cost
Branded watches 2,147,608,465.85 1,623,918,119.34 2,298,438,269.08 1,753,276,107.39
FIYTA watch 885,294,253.56 282,167,067.38 856,479,059.15 276,873,787.07
Property leasing 94,871,950.77 14,533,950.78 90,452,962.92 12,959,975.88
Total 3,127,774,670.18 1,920,619,137.50 3,245,370,291.15 2,043,109,870.34
(3) Primary operating income and operating cost by regions
2015 2014
Region
Operating revenue Operating cost Operating revenue Operating cost
Southern China 999,754,959.45 553,758,526.17 1,033,845,169.19 612,581,751.95
Northwest China 524,570,697.36 340,488,440.23 565,700,125.97 367,811,265.82
Northern China 504,961,668.45 329,038,618.83 539,995,688.23 352,347,650.86
Eastern China 449,126,026.79 277,859,635.82 447,079,002.18 281,649,017.63
Northeast China 303,634,173.44 192,956,014.26 310,178,526.39 200,041,144.79
Southwest China 345,727,144.69 226,517,902.19 348,571,779.19 228,679,039.29
Total 3,127,774,670.18 1,920,619,137.50 3,245,370,291.15 2,043,109,870.34
35. Business tax and surcharges
Item 2015 2014
Consumption tax - 460,361.20
Business tax 5,596,456.29 5,284,703.06
Urban maintenance and construction 13,940,149.40 9,904,010.65
tax
Educational surcharge 5,962,188.92 4,958,321.12
Local educational surcharge 3,938,882.37 1,965,510.68
Others 1,236,833.20 1,328,974.59
Total 30,674,510.18 23,901,881.30
Note:The criteria of business taxes and surcharges accrued and paid refer to Note IV.Taxation.
36. Selling and distribution expenses
Item 2015 2014
Wages 263,308,344.47 226,664,366.60
Amortization of long-term deferred 93,564,343.23 90,323,235.31
expense
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Market promotion expense 84,050,882.70 79,567,696.06
Rental 65,286,842.09 76,994,362.92
Department store expense 56,462,314.77 51,485,467.55
Advertising expense 49,861,317.33 56,732,801.49
Worker’s insurance expenses 37,804,708.38 31,423,816.21
Exhibition expenses 15,789,224.96 14,873,436.45
Packing expense 15,478,171.90 11,661,907.15
Utilities 13,570,654.19 12,972,823.88
Others 84,359,716.57 70,140,042.49
Total 779,536,520.59 722,839,956.11
37. Administrative expenses
Item 2015 2014
Wages 93,399,507.02 101,919,779.73
R & D expenses 37,481,362.43 33,842,818.77
Worker’s insurance expenses 11,091,233.56 10,679,457.31
Depreciation 8,122,537.00 7,786,791.73
Travel expense 6,647,853.61 8,299,343.91
Labor union expenditure 4,250,501.29 4,243,665.80
Housing fund 3,613,504.12 3,234,901.43
Office expenses 3,512,382.34 3,536,247.04
Amortization of long-term deferred 2,957,005.19 2,823,531.65
expense
Rental 2,457,640.32 2,358,336.15
Others 24,544,339.88 29,727,154.06
Total 198,077,866.76 208,452,027.58
38. Financial expenses
Item 2015 2014
Interest expense 89,096,566.16 97,571,157.24
Less: Interest capitalization 2,869,675.80 516,676.58
Less: Interest income 1,997,798.65 1,750,775.15
Exchange gain or losses -1,457,015.95 -2,544,542.58
Bank charges and others 11,575,389.03 13,060,297.89
Total 94,347,464.79 105,819,460.82
Note:
Amount of interest capitalization is included in construction in progress. The capitalization rate used for determining the amount
of interest capitalization is 5.77%.
39. Impairment losses
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Item 2015 2014
(1)Bad debt loss -108,134.50 2,275,348.40
(2)Inventory impairment loss 6,362,133.33 345,954.89
Total 6,253,998.83 2,621,303.29
40. Investment income
Item 2015 2014
Investment gain from the long-term equity investment measured by
831,812.14 -848,180.21
equity method
41. Non-operating income
Amount included in
Item 2015 2014 current year’s
non-recurring profit or
loss
Total gain on disposal of the non-current 94,316.07 70,124.76 94,316.07
assets
Including: gain on disposal of fixed assets 94,316.07 70,124.76 94,316.07
Clearing of payables that cannot be paid 23,568.41 1,209,959.00 23,568.41
Breach penalty 313,888.80 481,196.07 313,888.80
Government grant 10,889,579.23 10,344,542.00 10,889,579.23
Others 715,899.31 435,274.03 715,899.31
Total 12,037,251.82 12,541,095.86 12,037,251.82
The details of government grants are as follows:
Related to
Projects 2015 2014 Note
assets/income
Special Fund for Industrial Transferring and
Upgrading in 2015 of Shenzhen Economy &
3,115,000.00 Related to Income (1)
Trade and Information System Steering
Committee
Special Fund for Industrial Transferring and
Upgrading in 2014 of Shenzhen Economy &
2,643,000.00 Related to Income (2)
Trade and Information System Steering
Committee
Special Fund for Development of Shenzhen
1,500,000.00 Related to asset (3)
Industrial Designing
Electronic Clock Technical Research Project for
1,200,000.00 Related to Income (4)
Civil Aviation Flight Deck
Government Subsidiaries for Basel Watch Fair 900,271.23 20,000.00 Related to Income (5)
Special Fund for Development of Creative
469,000.00 Related to Income (6)
Industry of Nanshan District in 2015
Subsidiaries for Merit Rating of Shenzhen
300,000.00 Related to Income (7)
Nanshan Economy Promoting Bureau
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Related to
Projects 2015 2014 Note
assets/income
Subsidiaries for 8 Standardized Research
264,250.00 Related to Income (8)
Projects of Shenzhen Baoan Bureau of Finance
Fund for Performing Standardized Strategy of
230,000.00 Related to Income (9)
Shenzhen in 2015
Award for 15th National Patent Appearance
100,000.00 350,000.00 Related to Income (10)
Designing
Technical Bonus of Guangdong in 2013 50,000.00 Related to Income (11)
Subsidiaries for Standardized Projects of
35,000.00 Related to Income
Nanshan Bureau of Science and Technology
2nd Batch of Supportive Fund for Register
33,000.00 Related to Income (12)
abroad in 2015 of Shenzhen
2nd Government Subsidiaries for Supporting
Improving the Ability of International Trading 27,258.00 Related to Income (13)
in 2014
20,000.00 Related to Income (14)
Bonus for Famous Industrial Designing in 2015
2nd Subsidiaries for Copyright in 2015 of
1,800.00 Related to Income
Shenzhen Market Supervisory Authority
Subsidiaries for Commerce Circulation of
1,000.00 Related to Income (15)
Shenzhen Economy and Trade Commission
2013 Specific subsidy fund for self-innovation
- 2,421,000.00 Related to Income
industry development of Nanshan District
2013 subsidy fund of Shenzhen enterprise
- 2,000,000.00 Related to Income
technology center development
Specific subsidy of Shenzhen brand foster Related to Income
- 1,000,000.00
Specific subsidy for Shenzhen strategic Related to Income
emerging industry development - 800,000.00
E-commerce FIYTA Mobile Internet Sales
- 800,000.00 Related to Income
Mode Innovation Project
Specific fund for cultural creative industry Related to Income
development - 780,000.00
2013 subsidy fund for Shenzhen industrial
design and innovation results transferred into - 500,000.00 Related to Income
application
Award of the 14th Patent Award Related to Income
- 350,000.00
Award of the 11th Chinese Patent Award Related to Income
- 350,000.00
Standardization fund Related to Income
- 307,000.00
2012 integration project involving production, Related to Income
study and research - 300,000.00
2014 subsidy fund for implementing
- 138,042.00 Related to Income
standardization strategy
2014 subsidy for high-tech enterprises Related to Income
- 100,000.00
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Related to
Projects 2015 2014 Note
assets/income
2014 subsidy for the first batch of overseas
- 70,000.00 Related to Income
trademark registration application
2014 award for Shenzhen renowned industrial
- 50,000.00 Related to Income
design award
The 15th China Patent Award Related to Income
- 5,000.00
Specific subsidy fund for innovation of Taitan Related to Income
Watch Test Co., Ltd. - 3,500.00
Total 10,889,579.23 10,344,542.00
Note:
(1) Special Fund for Industrial Transferring and Upgrading in 2015 was obtained according to Shen Jingmao Xinxi Yusuan Zi
[2015] No.295-Notice about Special Fund for Industrial Transferring and Upgrading by Shenzhen Economy, Trade and
Information Commission in 2015 and Shen Jingmao Xinxi Yusuan Zi [2015] No.236 – Notice about 1st Batch of Special Fund
for Industrial Transferring and Upgrading by Shenzhen Economy, Trade and Information Commission in 2015.
(2) Special Fund for Industrial Transferring and Upgrading in 2014 was obtained according to Shen Jingmao Xinxi Yusuan Zi
[2015] No.33-Notice about Special Fund for Industrial Transferring and Upgrading by Shenzhen Economy, Trade and
Information Commission in 2014 and Shen Jingmao Xinxi Yusuan Zi [2015] No.76 – Notice about planed Special Fund for
Industrial Transferring and Upgrading by Shenzhen Economy, Trade and Information Commission in 2014.
(3) Special Fund for Development of Shenzhen Industrial Designing was obtained according to Shen Jingmao Xinxi Jishu Zi
[2013] No.227-Rules for Affirming and Planning of Shenzhen Industrial Centre (Trial) which was jointly issued by Shenzhen
Economy, Trade and Information Commission and Shenzhen Finance Commission.
(4) Special fund for technology development project (advance equipment manufacturing) of 1st batch of technology innovation
plan was obtained according to Management Method to Shenzhen Science and Technology Research and Management Method
of Shenzhen Science and Technology Project.
(5) Government subsidy fund for Basel Watch Fair for 2014 and 2015 obtained from Shenzhen Association of Timepieces.
(6) Special Fund obtained according to Management Method to Special Fund for Development of Creative Industry of Nanshan
District and Shen Nan Jing [2015] No.3-Notice about Disputing Special Fund for Development of Creative Industry of Nanshan
District (3rd Batch).
(7) Subsidy obtained according to Shen Nan Jing [2015] No.2-Notice about Disputing Subsidiaries for Merit Rating of Shenzhen
Nanshan Economy Promoting Bureau in 2015.
(8) Subsidy for Implimenting Standardizing Strategy was obtained according to Shen Bao Fu [2012] No.21-Notice about Baoan
District Promoting Industrial Transferring and Upgrading and Development of Economy and Shen Bao Gui [2013] No.14-
Notice about Management Method to Baoan Specific Financial Funds.
(9) Fund for Implementing Standardized Strategy of Shenzhen in 2015 was obtained according to Management Method to
Performing Standardized Strategy of Shenzhen, audited by Shenzhen Market and Quality Supervision and Administration
Commission and reviewed by Shenzhen Finance Commission.
(10) Award for 15th National Appearance Designing was obtained according to Yue Fu Han[2014] No.155- Notice about
Encouraging Entities and Individuals Who had Win the Bonus of 15th National Patent Award issued by People's Government of
Guangdong Province.
(11) Second class prize of Technical Bonus of Guangdong in 2013 was obtained according to Yue Han[2014] No.18-Notice about
the 2013 annual report of the Guangdong science and Technology Award by Guangdong Government
(12) The 1st Batch of supportive fund for register of trademark abroad in 2015 of Shenzhen was obtained according to Shen Cai
Gui [2014] No 18-Notice abou Management Method to Special Fund for Intellectual Property in Shenzhen
(13) The 2nd Government Subsidiaries for Supporting Improving the Ability of International Competence in 2014 was obtained
according to Shen Cai Gui[2014] No.13- Details of Supporting Improving the Ability of International Trading of which the
amount of import or export is below USD45,000,000.00 and Shen Jingmao Xinxi Yusuan Zi[2014] No.146-Reporting Guidelines
for Supporting Improving the Ability of International Trading
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
(14) Third class prize of Concept Group of the Governor Cup was obtained according to Shen Jingmao Yusuan Zi[2015]
No.163-Notice about Issuing Shenzhen Famous Industrial Designing Prize in 2015 by Shenzhen Economy & Trade and
Information Commission.
(15) Subsidy for Commerce Circulation of Shenzhen Economy,Trade and Information Commission was obtained according to
Shen Jingmao Xinxi Shichang Zi[2015] No.177-Notice about Issuing Subsidy for Economy and Trade Statistics and Information
Reporting of Market Monitoring.
42. Non-operating expenses
Amount included in
Item 2015 2014 non-recurring profit or
loss in current year
Loss on non-current assets disposal 59,880.75 115,045.74 59,880.75
Incl. loss on fixed assets disposal 59,880.75 115,045.74 59,880.75
External donation 608,200.00 500,000.00 608,200.00
Others 462,946.58 476,449.24 462,946.58
Total 1,131,027.33 1,091,494.98 1,131,027.33
43. Income tax expenses
(1)Details of income taxes expenses
Item 2015 2014
Current income tax 28,719,188.67 40,801,328.57
Deferred income tax -15,232,647.06 -16,509,941.80
Total 13,486,541.61 24,291,386.77
(2)Reconciliation between income tax expenses and accounting profits is as follows:
Item 2015 2014
Profit before tax 135,530,222.34 170,394,619.99
Income tax expenses calculated at legal (or applicable) tax rate
33,882,555.59 42,598,655.01
(profit before tax *25%)
Impact from tax preferential rate in certain subsidiaries -18,398,179.94 -19,295,365.00
Adjustment for income tax in prior year 500,784.84 236,881.91
Gains or losses in joint venture and associates entities in -207,953.04 212,045.05
equity method
Income not subject to tax - -
Expenses not deductible for tax purposes 731,684.90 2,690,102.26
Effect of tax rate change on opening deferred tax - 22,285.47
Taxation influence by using unrecognized deductible loss and
-250,766.51 -
deductible temporary difference of prior periods(“-”)
Taxation influence of unrecognized deductible loss and
- -
deductible temporary difference
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Taxation influence from additional deduction of R&D
-2,771,584.23 -2,173,217.93
expenses(“-”)
Others - -
Income tax expenses 13,486,541.61 24,291,386.77
44. Notes to cash flow statement
(1)Cash received from other operating activities
Item 2015 2014
Product promotion fee 22,758,667.54 21,243,620.58
Government grant 10,989,579.23 10,914,542.00
Security deposit 2,440,915.22 1,923,147.28
Interest income 1,997,798.65 1,750,775.15
Petty cash 56,039.62 22,950.38
Others 3,017,213.86 3,439,061.96
Total 41,260,214.12 39,294,097.35
(2)Cash paid to other operating activities
Item 2015 2014
Marketing promotion fee 78,338,971.48 77,443,856.52
Rental 63,610,470.17 73,952,825.98
Advertising fee 48,741,600.33 51,847,512.57
Departmental store expenses 39,025,574.70 33,927,340.50
Travel expenses 18,058,641.50 15,544,104.75
R & D expenses 15,655,827.82 13,908,494.97
Office expenses 12,486,686.57 10,454,837.21
Exhibition expenses 10,675,009.25 14,733,436.45
Utilities 9,200,243.52 9,604,220.48
Transportation expenses 8,976,276.33 8,020,282.83
Business entertainment 7,248,539.21 8,044,877.78
6,574,954.85 5,185,100.10
Posting and telecommunication expenses
4,913,593.92 1,652,626.49
Packing expenses
3,052,469.63 2,636,497.78
Vehicle expenses
3,011,959.23 2,943,855.87
Insurance expense
2,434,924.13 1,659,064.16
Clothing expense
2,325,196.69 2,076,535.47
Maintenance expense
2,186,252.23 3,607,560.46
Intermediary agents expense
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
2,023,389.06 489,788.03
Consultation expenses
12,983,352.01 23,821,562.70
Others
Total 351,523,932.63 361,554,381.10
(3)Cash paid to other investment activities
Item 2015 2014
Security deposit for issuing of letter of guarantee - 1,575,000.00
(4)Cash received from other financing activities
Item 2015 2014
Letter of credit 13,500,000.00 -
Loans from AVIC IHL - 150,000,000.00
Loans from CATIC International Finance Limited - 39,683,069.40
Others - 1,328.82
Total 13,500,000.00 189,684,398.22
(5)Cash paid to other financing activities
Item 2015 2014
Borrowings to Avic Intl 150,000,000.00 -
Letter of credit 13,500,000.00
Financing by issuing share non-public expense 1,582,574.12 -
Bank charges for issuing letter of credit 433,125.00 1,134,375.00
Repayment of loans to CATIC International Finance Limited - 39,683,069.40
Capital injection from minority shareholders - 1,400,000.00
Others - 31,008.00
Total 165,515,699.12 42,248,452.40
45. Supplement to Cash Flow Statement
(1)Supplement to Cash Flow Statement
Supplement 2015 2014
1. Reconciliation of net profit to cash flow from operating
activities:
Net profit 122,043,680.73 146,103,233.22
Add: Impairment for assets 6,253,998.83 2,621,303.29
Depreciation of fixed asset investment property 34,146,910.99 30,244,827.05
Amortization of intangible assets 1,400,047.31 1,473,045.26
Amortization of long-term deferred expenses 104,114,182.05 104,243,100.87
Losses on disposal of fixed assets, intangible assets, and other
-34,435.32 44,920.98
long-term assets (Gain as in "-")
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Supplement 2015 2014
Loss on retirement of fixed assets (Gain as in "-") - -
Loss on changes of fair value (Gain as in "-") - -
Financial expenses (Gain as in "-") 86,226,890.36 97,054,480.66
Investment losses (Gain as in "-") -831,812.14 848,180.21
Decrease in deferred tax assets (Increase as in "-") -15,232,647.06 -16,509,941.81
Increase in deferred tax liabilities(Decrease as in "-") - -
Decrease in inventories (Increase as in "-") 37,457,546.34 -3,088,502.66
Decrease in operating receivables (Increase as in "-") 40,599,512.23 -24,932,633.93
Increase in operating payables(Decrease as in "-") -19,906,881.91 -48,912,382.17
Others - -
Net cash flows from operating activities 396,236,992.41 289,189,630.97
2. Significant investment or financing activities not involving
cash:
Debts converted to capital 1. - -
Convertible debts mature within one year 2. - -
Fixed assets acquired under finance leases 3. - -
3. Net increase / (decrease) in cash and cash equivalents:
Cash as at 31/12/2015 637,387,875.93 114,880,070.54
Less: cash as at 31/12/2014 114,880,070.54 107,663,110.74
Plus: cash equivalents as at 31/12/2015 - -
Less: cash equivalents as at 31/12/2014 - -
Net increase in cash and cash equivalents 522,507,805.39 7,216,959.80
(2)Cash and cash equivalents
Item 2015 2014
5. 637,387,875. 6. 114,880,070.
4. I. Cash
93 54
Incl. Cash on hand 7. 387,241.40 8. 338,694.81
9. 636,995,113. 10. 114,319,146.
Bank deposit available for immediate payment
67 38
Other monetary funds available for immediate
11. 5,520.86 12. 222,229.35
payment
13. Due from the Central Bank available for payment 14. - 15. -
16. II. Cash equivalents 17. - 18. -
19. Incl. Bond investment due in three months 20. - 21. -
23. 637,387,875. 24. 114,880,070.
22. III. Cash and cash equivalents as at 31/12/2015
93 54
46. Assets of restricted ownership or use rights
Item Amount Restriction reason
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Currency funds 1,575,000.00 Security deposit
Fixed assets 20,007,240.87 Guarantee
Total 21,582,240.87
47. Item in Foreign currency
(1) Item in Foreign currency
Balance denominated in Translation Balance translated in RMB
Items foreign currency as at rate as at 31/12/2015
31/12/2015
Currency fund
Incl.：USD 165,865.86 6.4936 1,077,066.98
HKD 7,464,174.76 0.8378 6,253,481.37
EUR 24.45 7.0952 173.48
CHF 124,477.41 6.4018 796,879.49
Accounts receivable
Incl.:HKD 7,702,398.08 0.8378 6,453,069.11
Prepayment
Incl.:HKD 14,028,308.80 0.8378 11,752,917.11
CHF 2,906,588.08 6.4018 18,607,395.57
Other receivables
Incl.: USD
HKD 246,494.00 0.8378 206,512.67
EUR 193.52 7.0952 1,373.06
CHF 3,583.42 6.4018 22,940.34
Accounts payable
Incl.:HKD 19,424,929.18 0.8378 16,274,205.67
CHF 251,707.44 6.4018 1,611,380.69
Advances from customer
Incl.:HKD 7,693.92 0.8378 6,445.97
Other payables
Incl.:HKD 2,701,499.80 0.8378 2,263,316.53
CHF 51,308.75 6.4018 328,468.36
Short-term bank loan
Incl.:HKD 79,000,000.00 0.8378 66,186,200.00
Non-current liability due in one year
Incl.:HKD 130,000,000.00 0.8378 108,914,000.00
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Long-term bank loan
Incl.:HKD 20,519,821.35 0.8378 17,191,506.33
CHF 850,000.00 6.4018 5,441,530.00
(2)Overseas operational entity
For main business location and recording currency of important overseas operational entity, refer to Note III. 4.
VI. Changes of consolidation scope
ProTop Limited was deregistered in 2015, therefore, it was excluded out of the scope of consolidation at the year end.
VII. Equity in other entities
1. Equity in subsidiaries
(1)Structure of enterprise group
Main Shareholding ratio%
Place of re Nature of
Name of subsidiary business Ways acquired
gistration business Direct Indirect
location
Establishment
HARMONY Company Shenzhen Shenzhen Commerce 100.00 -
or investment
Manufacturing Establishment
Shenzhen Shenzhen Manufacture 90.00 10.00
Company or investment
Hong Establishment
FIYTA Hong Kong Hong Kong Commerce 100.00 -
Kong or investment
Hong Establishment
Station 68 Hong Kong Commerce - 60.00
Kong or investment
Establishment
Harbin Company Harbin Harbin Commerce 25.00 75.00
or investment
Establishment
Henglianda Company Beijing Beijing Commerce - 100.00
or investment
Establishment
Technology Company Shenzhen Shenzhen Manufacture 100.00 -
or investment
Establishment
Trading Company Shenzhen Shenzhen Commerce 100.00 -
or investment
Establishment
Culture Company Shenzhen Shenzhen Commerce - 100.00
or investment
Emile Choureit Establishment
Shenzhen Shenzhen Commerce - 100.00
Shenzhen Company or investment
World Watches Hong Establishment
Hong Kong Commerce - 100.00
International Kong or investment
Establishment
Sales Company Shenzhen Shenzhen Commerce 100.00 -
or investment
Business
combination
Hengdarui Company Shenyang Shenyang Commerce - 100.00
under common
control
Business
combination
Lishan Department
Kunming Kunming Commerce - 100.00 not under
Store
common
control
Business
combination
Switzerlan
Swiss Company Switzerland Commerce - 100.00 not under
d
common
control
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Hong
Nature Art Limited Hong Kong Commerce - - ①
Kong
Note:
①According to the equity trust agreement signed by and between Station 68, a subsidiary of FIYTA Hong Kong, and the trustee
of ProTop Limited on 10 December 2009, Station 68, as the trustor, owns shares, stock rights and related rights of Nature Art
Limited and ProTop Limited, and both parties agree that trustee may transfer its right anytime according to the instructions of
trustor. Therefore, Station 68 owns the control right of Nature Art Limited and ProTop Limited, and include them into its scope
of consolidation. ProTop Limited was deregistered in 2015 and excluded out of the scope of consolidation at the end of the
period.
2. Equity in joint arrangement or associated
(1) Significant joint venture or associate
Shareholding Accounting
Principal
Registratio Business ratio(%) treatment for joint
Name place of
n place naure ventures or
business Direct Indirect associates
1 Associate company
Shanghai Watch Shanghai Shanghai Manufacture 25.00 - Equity method
(2) Principal financial information of significant associate company:
Shanghai Watch
Item
31/12/2015 31/12/2014
Current assets 85,404,253.13 88,551,483.42
Non-current assets 20,902,422.63 22,504,083.78
Total assets 106,306,675.76 111,055,567.20
Current liabilities 9,638,478.88 18,718,641.86
Non-current liabilities - -
Total liabilities 9,638,478.88 18,718,641.86
Net assets 96,668,196.88 92,336,925.34
Incl.：Minority shareholders’ interests - -
Owners’ equity attributable to parent
- -
company
Share of net assets calculated as shareholding
24,167,049.22 22,622,546.71
percentage%
Adjustment matters - -
Incl.: goodwill - -
Unrealized profit or losses from internal
- -
transaction
Impairment provision - -
Others - -
Book value of investment to associate 43,221,572.05 42,389,759.91
Fair value of equity investment with existing
- -
public quotation
Continued：
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Shanghai Watch
Item
31/12/2015 31/12/2014
Operating income 91,465,902.16 105,335,016.70
Net profit 3,327,248.55 10,080,270.97
Other comprehensive income - -
Total comprehensive income 3,327,248.55 10,080,270.97
VIII. Financial instruments and risk management
Main financial instruments of the group include monetary fund, account receivable, notes receivable, other receivables, other
current assets, available-for-sale financial assets, account payable, interest payable, dividend payables, other payables, short-term
loan, non-current liabilities in one year, long-term loan, bond payable. The Group has disclosed details of financial instruments in
related notes. Risks related to those financial instruments and risk management policies adopted to reduce those risks are
described as below. The Group management layer manages and supervises the risk exposure to ensure risks are controlled within
limited range.
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 Group. Based on the goal, the Group has formulated risk management policies to identify and
analyze risks the Group faces, set proper acceptable risk level and design relevant internal control procedures, to supervise risk
level. The Group will regularly review those risk management policies and relevant internal control system, to adapt to market
situation and change of operating activities. The internal audit department of the Group will also regularly or randomly check
whether the execution of internal control system complies with risk management policies.
Main risks financial instruments of the Group may lead to include credit risks, liquidity risk, market risk, etc...
(1)Credit risk
Credit risk refers to the risk of financial loss of the Group caused due to default of contract obligation of transaction
counterparty.
The Group manages credit risk by portfolio. Credit risk mainly arises from bank deposit and accounts receivable.
Bank deposit of the Group is mainly in state-owned banks and other large and medium listed banks. There are no significant
credit risks of estimated bank deposits.
As for accounts receivable, the Group sets relevant policies to control credit risk exposure. Based on the financial status of debtor,
external rating, guarantee possibility, credit record gained from the third party and other factors such as current market status, the
Group evaluates credit qualification of debtor and set corresponding debt limit and credit period. The Group will regularly
supervise credit record of debtor. For debtor with bad credit record, the Group will ensure the whole credit risk of the Group
within controllable range in the forms of written reminder letter, reducing credit period and cancelling credit period.
The biggest credit risk exposure undertaken by the Group is carrying amount of each financial asset in balance sheet. The Group
sets guarantees to any other credit risks that the Group may bear.
For a mount of accounts receivable, the total accounts receivable of top 5 accounts with amount in arrear account for 7.98% of
total accounts receivable of the Group (2014 ： 9.02%); in other accounts receivable, the total accounts receivable of top 5
accounts with amount in arrear account for 17.79% of total accounts receivable of the Group (2014: 17.22%).
(2)Liquidity risk
Liquidity risk refers to risk of capital shortage caused when the Group executes obligations of settlement in the manner of cash
payment or other financial assets.
In managing liquidity risk, the Group keeps the cash and cash equivalents that the Group deems sufficient and controls them to
meet operating needs, reduce influence of cash liquidity fluctuation. The Group management monitors the use of bank loans and
ensures to comply with borrowing agreement. At the same time, the Group gains the commitment for providing sufficient
reserve funds from main financial institutions, to meet short-term and long-term capital needs.
The Group finances working capital through capital and bank and other borrowings incurred in business operation. As at 31
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
December 2015, bank borrowing facility that the Group has not yet used is RMB886,288,400. (31 December 2014:
RMB539,100,000)
Maturity analysis of financial assets, financial liabilities and off-balance-sheet guarantee items by undiscounted remaining contract
cash flow at the end of the period (Unit: RMB 0,000):
31/12/2015
Item
Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total
Financial assets:
Cash and bank balance 63,896.29 - - - 63,896.29
Notes receivable 719.78 - - - 719.78
Accounts receivable 31,258.19 - - - 31,258.19
Other receivables 4,261.98 - - - 4,261.98
Other current assets 1,579.68 - - - 1,579.68
Other non-current assets 511.88 - - - 511.88
Total financial assets 102,227.80 - - - 102,227.80
Financial liabilities：
Short-term loans 98,818.62 - - - 98,818.62
Accounts payable 15,593.97 - - - 15,593.97
Payable interest 1,921.16 - - - 1,921.16
Other payables 4,813.16 - - - 4,813.16
Other current liabilities(excluding
198.83 - - - 198.83
deferred income)
Non-current liabilities due in one year 10,891.40 - - - 10,891.40
Long-term loan - 2,255.35 2,000.00 4,844.15 9,099.50
Bonds payable 40,000.00 - - - 40,000.00
Financial guarantee - - 39,710.02 1,675.60 41,385.62
Total of financial liability and
172,237.14 2,255.35 41,710.02 6,519.75 222,722.26
contingent liability
Maturity analysis of financial assets, financial liabilities and off-balance-sheet guarantee items by undiscounted remaining contract
cash flow at the beginning of the period (Unit: RMB ten thousands):
31/12/2014
Item
Within 1 year 1 to 2 years 2 to 3 years Over 3 years Total
Financial assets:
Cash and bank balance 11,645.51 - - - 11,645.51
Notes receivable 616.28 - - - 616.28
Accounts receivable 35,994.06 - - - 35,994.06
Other receivables 4,444.94 - - - 4,444.94
Other current assets 1,442.15 - - - 1,442.15
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Other non-current assets 3,150.00 - - - 3,150.00
Total financial assets 57,292.94 - - - 57,292.94
Financial liabilities：
Short-term loans 98,944.50 - - - 98,944.50
Accounts payable 14,711.91 - - - 14,711.91
Payable interest 1,942.09 - - - 1,942.09
Other payables 18,857.49 - - - 18,857.49
Other current liabilities(excluding
548.25 - - - 548.25
deferred income)
Long-term loan - 7,925.19 4,444.50 1,625.55 13,995.24
Bonds payable - 40,000.00 - - 40,000.00
Financial guarantee 3,944.50 7,889.00 30,644.50 - 42,478.00
Total of financial liability and
138,948.74 55,814.19 35,089.00 1,625.55 231,477.48
contingent liability
The amount of financial asset and financial liability disclosed in the above table is undiscounted contract cash flow and thus may
be different with the carrying amount of balance sheet.
(3)Market risk
Market risk refers to the risk of fluctuation of fair value or future cash flow of financial instruments caused due to market price
change, including interest risk, exchange rate risk and other price risk.
Interest risk
Interest risk refers to the risk of fluctuation of fair value or future cash flow of financial instruments caused due to interest
change. Interest risk may arise from confirmed interest accrual financial instrument and unconfirmed financial instrument (such
as some loan commitments)
The interest risk of the Group mainly arises from long-term bank loans and bonds payable and long-term interest-bearing debt.
Financial liabilities with floating rate lead the Group to cash flow interest risk. Fixed interest rate financial liabilities lead the
Group to fair value interest risk. According to current market environment the Group determines the proportion of fixed interest
and floating interest rate contract, maintaining proper fixed and floating interest instrument combination through regular review
and supervision.
As at 31 December 2015, if borrowing rate measured at floating rate rises or drops 50 base points, and other factors keep
unchanged, net profit and shareholders’ equity of the Group will decrease or increase about RMB1,311,100(at 31 December
2014: RMB700,000).
Exchange rate risk
Exchange rate risk refers to the risk of fluctuation of fair value or future cash flow of financial instruments caused due to
exchange rate change. Exchange rate risk may arise from the financial instrument measured at foreign currencies other than
recording currency.
Main operation of the Group is within China, and main businesses are settled in RMB. Therefore, the market risk of exchange
fluctuations undertaken by the Company is not significant.
Refer to Details of other foreign currencies of Notes to the Financial Statement for financial assets of foreign currencies and
financial liabilities of foreign currencies at the end of the period.
2. Capital management
The capital management policies of the Group are formulated to guarantee the Group can keep operation, and thus provide
returns to shareholders and benefit other stakeholders, and at the same time to keep the optimal capital structure to reduce capital
cost.
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
To keep or adjust capital structure, the Group may adjust amounts of dividends paid for shareholders, return capital to
shareholders, issue new shares or sell assets to reduce debts.
The Group monitors capital structure based on asset liability ratio (total liabilities divided by total assets). As at 31 December
2015, the asset-liability ratio of the Group is 45.77% (31 December 2014: 55.26%).
IX. Fair value
Fair value level can be classified according to the input value of the lowest level that is significant to whole measurement of fair
value:
First level: quote of same assets or liabilities in an active market (unadjusted).
Second level: directly (price) or indirectly (derive from price) use observable input value other than market quote of assets or
liabilities in the first level.
Third level: use any input value not based on observable market data in assets or liabilities (unobservable input value).
(1)Items and amounts measured at fair value
As at 31 December 2015, there are no assets and liabilities measured at fair value.
(2)Items and amounts not measured at fair value but with fair value disclosed
Financial assets and financial liabilities measured at amortized cost mainly include: cash and bank balances, notes receivable,
accounts receivable, other receivables, short-term loans, notes payable, accounts payable, other payables, long-term payables, etc.
The difference between the book value of financial assets and financial liabilities that are not measured at fair value and fair value
is small.
X. Related party relationship and transactions
1. Details of the parent company of the Company
Shareholding Ratio of vote right
Registration Registered ratio of parent
Name Type of business of parent company
place capital company to the to the Company%
Company %
investment in
industries,
China National
Shenzhen domestic trade, 1,166,161,996.00 37.15 37.15
Aviation Group
material supply
and distribution
The ultimate control party of the Company is:
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 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 VII.1.
3. Joint venture and association
Details of joint ventures and associates refer to NoteVII.2.
4. Other related parties
Name Relationship with the Group
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
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Name Relationship with the Group
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 AVIC Nanguang Elevator Co., Ltd. ( AVIC Nanguang Company) Controlled by the same party
Shenzhen CATIC City Real Estate Development Co., Ltd. ( CATIC City Real Estate Controlled by the same party
Company)
Shenzhen CATIC City Development Co., Ltd. ( CATIC City Development Company) Controlled by the same party
CATIC Guanlan Property Development Co., Ltd. (CATIC Mission Hills 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 Controlled by the same party
Company)
Ganzhou CATIC Real Estate Development Co., Ltd.(Ganzhou CATIC Real Estate
Controlled by the same party
Company)
Shenzhen CATIC City Investment Co., Ltd (CATIC City Investment) Controlled by the same party
Chengdu CATIC Property Development Co., Ltd (Chengdu CATIC Property Company) Controlled by the same party
Zhonghang Electronic Measuring Instruments Co., Ltd (Zhonghang Electronic Company) Controlled by the same party
Shenzhen CATIC Theme Real-estate Co., Ltd (CATIC Theme Company) Controlled by the same party
Shenzhen AVIC Training Center (AVIC Training Center) Controlled by the same party
Ganzhou CATIC 9 Square Trading Co, Ltd(Ganzhou 9 Square Company) Controlled by the same party
Jiujiang CATIC City Estate Co, Ltd (Jiujiang CATIC Estate 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 Controlled by the same party
Company)
Shenzhen CATIC Curtain Co, Ltd (CATIC Curtain Company) Controlled by the same party
CATIC Technical International Development Co, Ltd (CATIC Tech. Development Controlled by the same party
Company)
AVIC Finance Co., Ltd. (AVIC Finance Company) Controlled by the same party
Diao Weicheng Key management member
Xu Dongsheng Key management member
Wang Mingchuan Key management member
Liu Aiyi Key management member
Zhong Sijun Key management member
Cao Zhen Key management member
Huang Yongfeng Key management member
Zhang Hongguang Key management member
Zhang Shunwen Key management member
Wang Yan Key management member
Sui Yong Key management member
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Name Relationship with the Group
Tang Boxue Key management member
Chen Zhuo Key management member
Chen Libin Key management member
Lu Bingqiang Key management member
Du Xi Key management member
Lu Wanjun Key management member
Hu Xinglong Key management member
5. Transactions with related parties
(1)Details of related party purchase and sale
①Purchasing goods and receiving services
Related party Type of transaction 2015 2014
Department store
Rainbow Department Store 4,457,644.68 3,549,567.71
expenses
CATIC Property Management Property management 3,236,163.68 1,356,088.67
AVIC Training center Training 107,296.20 146,420.76
CATIC curtain wall engineering co.,
Engineering 198,113.16 -
Ltd.
CATIC Building co., Ltd. Engineering 281,621.61 -
CATIC Technical Development co.,
Engineering 100,000.00 -
Ltd.
CATIC Nanguang co., Ltd. Engineering 163,913.80 -
Shanghai Watch Material purchase 132,051.28 2,554,285.26
AVIC Securities Company Securities underwriting fee 7,250,000.00 -
Zhonghang Electronic Company Processing Charges - 15,068.38
②Selling products and providing services
Related party Type of transaction 2015 2014
Rainbow Department
Product sales and services 81,677,865.75 81,841,738.79
Store
AVIC Product sales 485,755.56 1,075,012.82
Shennan Circuits Material sales 11,668,906.38 24,363,526.18
(2) Lease
①The Group as leaser
Recognized rental income Recognized rental income
Lessee Type of leased assets
in current period in prior period
CATIC Real Estate Company Property 1,569,802.84 1,508,832.00
CATIC Property Property 6,516,962.97 7,282,960.71
Management
AVIC Securities Company Property 1,139,550.00 1,088,430.00
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
CATIC City Development Property 23,221.94 22,320.00
Company
CATIC Huacheng Company Property 277,419.12 -
CATIC City Real Estate Property 376,300.82 22,320.00
Company
CATIC Guanlan Property Property 92,887.74 89,280.00
CATIC Changtai Company Property 480,384.00 1,285,632.00
Skytel Hotel Property 4,700,000.00 4,499,900.00
Rainbow Department Store Property 465,520.04 452,800.04
CATIC Jiufang Asset Mgmt Property 363,636.00 363,636.00
Company
CATIC City Investment Property 950,861.29 90,024.00
CATIC Theme Company Property 353,338.00 945,624.00
CATIC Technology Property - 210,270.00
Shenzhen Company
2 The Group as lessee
Lesser Type of leased assets Rental expenses charged in Rental expenses charged in
current period prior period
Ganzhou CATIC Real Estate Property 1,029,856.96 995,408.16
Company
CATIC Changtai Company Property 208,433.59 -
Jiujiang CATIC Estate Property 321,880.50 -
Company
Kunshan Company Property 33,272.96 -
Chengdu CATIC Property Property 1,206.09 816,017.05
Company
(3) Guarantees provided
①The Group as guarantor
Guarantee
Guarantee Amount Effective date Expiring date obligation expired
(Yes/No)
HARMONY Company 2,000,000.00 2015-1-13 2018-1-12 No
HARMONY Company 50,000,000.00 2015-11-20 2018-11-19 No
HARMONY Company 60,000,000.00 2015-12-2 2018-12-1 No
HARMONY Company 100,000,000.00 2015-12-2 2018-8-12 No
Manufacturing
10,000,000.00 2015-8-7 2018-8-7 No
Company
FIYTA Hong Kong 4,189,000.00 2015-3-12 2018-3-14 No
FIYTA Hong Kong 5,026,800.00 2015-4-2 2018-4-1 No
FIYTA Hong Kong 5,864,600.00 2015-7-9 2018-7-8 No
FIYTA Hong Kong 8,378,000.00 2015-8-4 2018-8-3 No
FIYTA Hong Kong 13,404,800.00 2015-9-14 2018-9-13 No
FIYTA Hong Kong 10,053,600.00 2015-9-15 2018-9-14 No
FIYTA Hong Kong 19,269,400.00 2015-9-16 2018-9-15 No
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Guarantee
Guarantee Amount Effective date Expiring date obligation expired
(Yes/No)
FIYTA Hong Kong 41,890,000.00 2013-7-11 2018-7-11 No
FIYTA Hong Kong 41,890,000.00 2013-8-5 2018-8-5 No
FIYTA Hong Kong 16,756,000.00 2014-1-6 2018-7-11 No
FIYTA Hong Kong 8,378,000.00 2014-1-27 2018-7-11 No
FIYTA Hong Kong 16,756,000.00 2014-3-3 2019-1-11 No
②The Group as guarantee
Guarantee
Guarantee Amount Effective date Expiring date obligation expired
(Yes/No)
China National
361,928.00 2013-12-24 2018-12-24 No
Aviation Group
China National
5,000,000.00 2014-1-15 2019-6-24 No
Aviation Group
China National
10,000,000.00 2014-9-5 2020-6-24 No
Aviation Group
China National
10,000,000.00 2015-1-8 2020-6-24 No
Aviation Group
China National
20,000,000.00 2015-1-26 2021-6-24 No
Aviation Group
China National
6,000,000.00 2015-5-27 2021-6-24 No
Aviation Group
China National
10,000,000.00 2015-10-28 2021-6-24 No
Aviation Group
China National
7,000,000.00 2015-12-1 2021-12-24 No
Aviation Group
CATIC Technology
400,000,000.00 2013-2-27 2018-8-26 No
Shenzhen Company
HARMONY Company 50,000,000.00 2015-10-23 2018-10-23 No
(4)Related party borrowing
The Group repaid loan of RMB150,000,000 to China National Aviation Group in current year.
(5) Others
The year-end balance of the Group’s cash is RMB1,002,871.65, which is deposited with AVIC Finance Company. The interests
received from the deposit are RMB2,871.65.
(6)Remuneration for key management members
There are 18 key management members in the reporting period and 14 key management members in prior reporting period. See
the following table for detailed remuneration:
Item 2015 2014
Remuneration for key
11,462,400.00 13,818,900.00
management members
6. Receivables from and payables to related parties
(1)Receivables
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
31/12/2015 31/12/2014
Item Related party
Carrying Bad debt Carrying Bad debt
amount provision amount provision
Accounts Rainbow Department 8,012,826.57 400,641.33 2,134,424.46 106,721.22
receivable Store
Shennan Circuits 1,474,023.97 73,701.20 1,477,311.21 73,865.56
Ganzhou 9 Square 289,621.00 14,481.05 - -
Company
AVIC 13,500.00 675.00 524,313.00 68,144.58
Chengdu CATIC Property - - 7,875.00 393.75
Company
Notes receivable Shennan Circuits 5,697,788.08 - 6,162,768.29 -
Other receivable Rainbow Department 563,140.00 28,157.00 308,001.60 15,400.08
Store
CATIC Property 225,853.69 11,292.68 - -
Management
Ganzhou 9 Square 122,665.60 6,133.28 - -
Company
Chengdu CATIC Property 115,616.40 5,780.82 115,616.40 5,780.82
Company
CATIC Changtai Company 50,000.00 2,500.00 50,000.00 2,500.00
Jiujiang CATIC Estate
50,000.00 2,500.00 - -
Company
Kunshan Company 37,120.00 1,856.00 - -
Ganzhou CATIC Real - - 172,665.60 14,766.56
Estate Company
(2)Payables
Item Related party 31/12/2015 31/12/2014
Accounts payable Shanghai Watch - 647,691.97
Advances from customer CATIC Real Estate 133,848.00 -
Company
Other payables CATIC Property 472,032.00 -
Management
CATIC Real Estate 424,800.00 424,800.00
Company
CATIC City Investment 244,068.00 37,700.00
Company
AVIC Securities Company 187,440.00 187,440.00
CATIC City Real Estate 97,912.32 -
Company
CATIC Huacheng Company 73,819.68 -
CATIC Jiufang Asset Mgmt 60,606.00 60,606.00
Company
Rainbow Department Store 60,000.00 60,000.00
Chengdu CATIC Sunshine 16,492.75 114,648.52
Real Estate Company
CATIC Building Company 9,630.00 -
CATIC City Development 3,960.00 -
Company
AVIC IHL - 150,000,000.00
CATIC Changtai Company - 221,712.00
XI. Commitments and contingencies
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
1. Significant commitments
(1)Capital commitment
Contract already signed but not yet recognized in the financial
31/12/2015 31/12/2014
statements
Long-term assets construction commitment 112,495,477.39 187,127,768.52
(2)Operating lease commitment
As of the balance sheet date, the irrevocable operating lease contracts signed by the Company are as follows:
The minimum lease payment for irrevocable 31/12/2015 31/12/2014
operating lease:
The 1st year after the balance sheet day 19,070,208.30 28,940,871.89
The 2nd year after the balance sheet day 12,683,143.50 18,388,748.63
The 3rd year after the balance sheet day 6,603,532.25 8,702,855.74
After 3 years 4,116,940.51 3,008,648.97
Total 42,473,824.56 59,041,125.23
(3)Other commitments
As at 31 December, 2015, the Group 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 X. 5(3) for details of external guarantees entered by companies in the scope of consolidation, and guarantee
between parent company and subsidiaries.
(2)As at 31 December 2015, there are no pending actions, external guarantees and other contingencies that shall be disclosed.
(3)As at 31 December 2015, there is no other contingency that shall be disclosed.
XII. Post balance sheet date events
1. Profit distribution after balance sheet date
Proposed profit distribution or dividend 43,874,488.10
Profit distribution or dividend that was approved and declared 43,874,488.10
The resolution of 2015 profit distribution proposal has been passed on the 6th Board Meeting of the 8th Board of Directors on
8 March 2016. It proposed to distribute cash dividend of RMB1.00 (tax inclusive) for every 10 shares held by shareholders based
on the total 438,744,881 shares as at 31 December 2015. Cash dividend that proposed to be distributed amounts to
RMB43,874,488.10 The proposal is subject to approval from Annual General Shareholders’ Meeting.
2. Other events after balance sheet date
(1) The redemption and de-listing of “12 FIYTA Debt” was finished by the Company on 29 February 2016. According to related
articles in “Prospectus of Public Offering of Debenture by FIYTA Holdings Ltd in 2012”, the Company can decide whether to
exercise the option of increase coupon rate, callable option or prepayment option. According to the authorization given by the
first extraordinary general meeting in 2012, the Board of Directors decided to abandon the option of increase coupon rate and
callable option and choose to exercise prepayment option to redeem all “12 FIYTA Debt” that was registered on book on the
redemption registration date. The counterparts are all the holders of “12 FIYTA Debt” that was on the register of China
Securities Depository and Clearing Co., Ltd Shenzhen Branch after close of business on 26 February 2016. The redemption price
was RMB105.04 per debenture (including interests for current period and tax on interests).
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
(2) Pursuant to the resolution passed on the 6th Board Meeting of the 8th Board of Directors on 8 March 2016, the Company
plans to apply credit facility of no more than RMB 1,800,000,000.00 from banks in form of guaranteed loan, mortgage loan etc…
in 2016. The proposal of credit facility application is subject to approval from Annual General Shareholders’ Meeting.
(3) Pursuant to the resolution passed on the 6th Board Meeting of the 8th Board of Directors on 8 March 2016, the Company
plans to provide guarantee to the Company’s wholly-owned subsidiaries for their application of credit facility of no more than
RMB1,000,000,000.00 in 2016. This credit facility is included in the total credit facility of RMB1,800,000,000.00 to be applied in
2016 mentioned above. The proposal of credit facility application is subject to approval from Annual General Shareholders’
Meeting.
(4) Pursuant to the resolution passed on the 6th Board Meeting of the 8th Board of Directors on 8 March 2016, the Company
proposed to increase the registered capital of Sales Company by RMB400,000,000.00. After the increase, the registered capital of
Sales Company will reach RMB450,000,000.00.
XIII. Other significant events
ProTop Limited performed deregistration in Hong Kong on 4 December 2015.
XIV. Notes to the parent company’s financial statements
1. Accounts receivable
(1)Accounts receivable by categories:
31/12/2015
Category
Amount Percentage% Provision for Provision Net amount
bad debts rate %
Receivables that are individually
significant in amount and
- - - - -
provided for bad debt
separately
Receivables provided for bad
- - - - -
debt by portfolio
Incl.: Portfolio of aging - - - - -
Portfolio of specific accounts - - - - -
Subtotal of portfolios - - - - -
Receivables that are individually
insignificant in amount but - - - - -
provided for bad debt separately
Total - - - - -
Accounts receivables disclosed by categories (continued)
31/12/2014
Category
Amount Percentage% Provision for Provision Net amount
bad debts rate %
Receivables that are individually
significant in amount and - - - - -
provided for bad debt
separately
Receivables provided for bad
debt by portfolio
Incl.: Portfolio of aging 11,338,842.00 92.17 566,942.10 5.00 10,771,899.90
Portfolio of specific accounts 963,888.00 7.83 - - 963,888.00
Subtotal of portfolios 12,302,730.00 100.00 566,942.10 4.61 11,735,787.90
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
31/12/2014
Category
Amount Percentage% Provision for Provision Net amount
bad debts rate %
Receivables that are individually
insignificant in amount but - - - - -
provided for bad debt separately
Total 12,302,730.00 100.00 566,942.10 4.61 11,735,787.90
Note：
1 Accounts receivable that are provided for bad debt based on aging analysis in aging portfolio:
31/12/2015
Aging
Provision for bad
Amount Percentage% Provision rate % Net amount
debts
Within 1 year - - - - -
1 to 2 years - - - - -
2 to 3 years - - - - -
Over 3 years - - - - -
Total - - - - -
(Continued)
31/12/2014
Aging
Provision for bad
Amount Percentage% Provision rate % Net amount
debts
Within 1 year 11,338,842.00 100.00 566,942.10 5.00 10,771,899.90
2 among the portfolio, accounts receivable that are provided for bad debt using other methods
Name of portfolio Carrying amount Bad debt provision Accrual rate%
Portfolio of specific
- - -
accounts
(2)Bad debt provisions accrued, received or reversed in the current period
The amount of Bad debt provision reversed is RMB566,942.10 in current period. There was no received bad debt provision in
current period.
2. Other receivables
(1) Other receivables disclosed by categories:
31/12/2015
Category
Amount Percentage Provision Provision Net amount
% for bad rate %
Other receivables that are
individually significant in amount - - - - -
and provided for bad debt
separately
Other receivables provided for bad
debt by portfolio
Incl.: Portfolio of aging 551,048.26 0.04 27,552.41 5.00 523,495.85
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Portfolio of specific accounts 1,527,233,321.33 99.96 - - 1,527,233,321.33
Subtotal of portfolios 1,527,784,369.59 100.00 27,552.41 0.00 1,527,756,817.18
Other receivables that are
individually insignificant in amount - - - - -
but provided for bad debt separately
Total 1,527,784,369.59 100.00 27,552.41 0.00 1,527,756,817.18
Other receivables disclosed by categories(continued)
31/12/2014
Category
Amount Percentag Provision Provision Net amount
e% for bad rate %
Other receivables that are
individually significant in amount - - - - -
and provided for bad debt
separately
Other receivables provided for bad
debt by portfolio
Incl.: Portfolio of aging 283,905.40 0.02 27,484.97 9.68 256,420.43
Portfolio of specific accounts 1,524,256,691.23 99.98 - - 1,524,256,691.23
Subtotal of portfolios 1,524,540,596.63 100.00 27,484.97 0.00 1,524,513,111.66
Other receivables that are
individually insignificant in amount - - - - -
but provided for bad debt separately
Total 1,524,540,596.63 100.00 27,484.97 0.00 1,524,513,111.66
Note：
1 Among the portfolio, other receivables that are provided for bad debt based on aging analysis：
31/12/2015
Aging
Provision for bad
Amount Percentage% Provision rate % Net amount
debts
Within 1 year 551,048.26 100% 27,552.41 5.00 523,495.85
(Continued)
31/12/2014
Aging
Provision for bad
Amount Percentage% Provision rate % Net amount
debts
Within 1 year 254,050.00 89.48 12,702.50 5.00 241,347.50
1 to 2 years 363.07 0.13 36.30 10.00 326.77
2 to 3 years - - - - -
Over 3 years 29,492.33 10.39 14,746.17 50.00 14,746.16
Total 283,905.40 100.00 27,484.97 9.68 256,420.43
2 Other receivables that are provided for bad debt using other method
Name of portfolio Carrying amount Bad debt provision Accrual rate%
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Portfolio of special
1,527,233,321.33 - -
accounts
(2)Bad debt provision accrued, received or reversed in the current period
The amount of Bad debt provision accrued is RMB67.44 in current period. There was no received bad debt provision in current
period.
(3) Other receivables by nature
Item 31/12/2015 31/12/2014
Related party balances within 1,527,077,899.87 1,523,785,927.87
consolidated scope
Petty cash 155,421.46 620,763.36
Security deposit 64,050.00 64,050.00
Others 486,998.26 69,855.40
Total 1,527,784,369.59 1,524,540,596.63
(4) Accounts receivable due from the top five debtors of the Group are as follows:
Percentage in total Provision
Company name Nature Balance Aging closing balance of for bad
other receivables (%) and
doubtful
HARMONY Transaction 888,239,075.70 Within 1 year 58.14 -
Company
Within 1 year
323,127,262.68; 1-2
Sales Company Transaction 538,795,392.91 35.27 -
years
215,668,130.23
Emile Choureit
Shenzhen Transaction 63,376,616.95 Within 1 year 4.15 -
Company
Within 1 year 3,600;
1-2 years
Trading Company Transaction 24,391,573.36 1.60 -
1,560,450.39; 2-3
years 22,827,522.97
Within 1 year
Technology
Transaction 11,127,769.95 11,058,069.95; 1-2 0.73 -
Company
years 69,700
Total 1,525,930,428.87 99.88 -
3. Long-term equity investments
31/12/2015 31/12/2014
Item
Carrying Impairment Impairment
Book value Carrying amount Book value
amount provision provision
Investment in
770,899,720.00 - 770,899,720.00 730,799,720.00 - 730,799,720.00
subsidiaries
Investment to associated
43,221,572.05 - 43,221,572.05 42,389,759.91 - 42,389,759.91
companies
Total 814,121,292.05 - 814,121,292.05 773,189,479.91 - 773,189,479.91
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
(1)Investment in subsidiaries
Closing
Impairm balance
Invested units 31/12/2014 Increase Decrease 31/12/2015 ent for
provision impairm
ent
HARMONY 601,307,200.00 - - 601,307,200.00 - provisio-
Company n
Harbin Company 125,000.00 - - 125,000.00 - -
Manufacturing 9,000,000.00 - - 9,000,000.00 - -
Company
Technology Company 10,000,000.00 - - 10,000,000.00 - -
FIYTA Hong Kong 55,367,520.00 40,100,000.00 - 95,467,520.00 - -
Trade Company 5,000,000.00 - - 5,000,000.00 - -
FIYTA Sales 50,000,000.00 - - 50,000,000.00 - -
Company
Total 730,799,720.00 40,100,000.00 - 770,899,720.00 - -
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
(2)Investment to joint venture and association
Increase and decrease during the period
Balance of
Balance Investment Cash Balance provision
Invested income/loss Adjustment dividend for
as at Changes of as at
enterprises recognized of other or profit Provision for impairment
31/12/2014 Addition Reduction other Other 31/12/2015 as at
under the comprehensi announc impairment
equity
equity ve income ed to be 31/12/2015
method issued
①Associates
Shanghai Watch 42,389,759.91 - - 831,812.14 - - - - - 43,221,572.05 -
Total 42,389,759.91 - - 831,812.14 - - - - - 43,221,572.05 -
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
4. Operating revenue and operating cost
2015 2014
Item
Revenue Cost Revenue Cost
Main businesses 95,422,259.18 14,944,207.19 108,183,860.45 30,576,403.18
Other businesses 12,923.08 8,613.00 - -
Total 95,435,182.26 14,952,820.19 108,183,860.45 30,576,403.18
5. Investment income
Item 2015 2014
Investment income from long-term equity investment measured by 131,388,140.58 88,741,300.42
cost methodincome from long-term equity investment measured by
Investment 831,812.14 -848,180.21
equity method
Total 132,219,952.72 87,893,120.21
XV. Supplementary information
1. Details of non-recurring gain or loss for the year
Item Year ended Note
31/12/2015
Disposal gain or loss of non-current assets 34,435.32
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
10,889,579.23
related to the enterprise businesses and according to certain state policies and or
on a nation-wide unified standard)
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
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Item Year ended Note
31/12/2015
Except for effective hedging business related to normal operating business,
profit and loss of fair value incurred in financial assets and financial liabilities -
measured at fair value through current profit and loss
Investment profit obtained by disposing financial assets, financial liabilities and
available-for-sale financial assets measured at fair value through current profit -
and loss
Impairment provision reversal of accounts receivable under separate -
impairment test
Profit and loss obtained in external entrusting loans -
Profit and loss incurred in fair value change of investment real asset
-
subsequently measured in fair value mode
Influence on current profit and loss caused by one-off adjustment according to
-
requirements of 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 -17,790.06
Profit and loss items pursuant to the definition of non-recurring profit and loss -
Total non-recurring profit or loss 10,906,224.49
Less：effect of income tax of non-recurring profit or loss 2,645,882.96
Net non-recurring profit or losses 8,260,341.53
Less: effect of non-recurring profit or losses attributable to minority -
shareholders (after tax)
Non-recurring profit or losses attributable to ordinary shareholders of the 8,260,341.53
Company
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
7.24 0.310 -
the Company
Net profit attributable to ordinary shareholders of
6.75 0.289 -
the Company after deducting non-recurring profit
or loss
FIYTA Holdings Ltd.
10 March 2016
FIYTA Holdings Ltd.
Notes to the Financial Statements
For the Year Ended 31 December 2015 (all amounts in RMB Yuan unless otherwise stated)
Chapter 11 Documents Available for Inspection
I. Accounting Statements signed by and under the seal of the legal representative, the chief accountant and the treasurer.
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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