飞亚达B:2016年第一季度报告正文(英文版)

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FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

Stock Code: 000026 200026 Short Form of Stock: FIYTA A, FIYTA B Announcement No:2016-020

FIYTA Holdings Ltd.

2016 1st Quarterly Report, Text

1

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

Section 1 Important Notice

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.

All the directors attended the board meeting for reviewing the Quarterly Report.

Mr. Xu Dongsheng, the Company leader, Mr. Hu Xinglong, chief financial officer, and Mr. Tian Hui, the

manager of the accounting department (treasurer) hereby confirm the authenticity, accuracy and

completeness of the financial report enclosed in this Quarterly Report.

2

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

Section 2 Financial Summary and Change of Shareholders

I. Key Accounting Data and Financial Indicators

Have the accounting data of the previous year undergone retroactive adjustment or restatement due to the change of

accounting policy and/or correction of accounting errors, etc.?

No

Increase/decrease of

Same Period of the the report period vs the

Reporting period

Previous Year same period of the

previous year

Operating revenue, in CNY 732,961,459.52 894,056,260.25 -18.02%

Net profit attributable to the

27,251,347.69 44,967,185.35 -39.40%

Company’s shareholders, in CNY

Net profit attributable to the

Company’s shareholders less the 27,249,320.31 44,409,083.60 -38.64%

non-recurring items, in CNY

Net cash flows arising from operating

97,495,185.15 109,358,176.80 -10.85%

activities, in CNY

Basic earning per share (CNY/share) 0.0621 0.1145 -45.76%

Diluted earning per share

0.0621 0.1145 -45.76%

(CNY/share)

Net assets-income ratio, weighted

1.18% 2.70% -1.52%

average

Increase/decrease of

End of the reporting End of the previous the end of the report

period year period vs the end of the

previous year

Total assets, in CNY 4,089,456,568.12 4,246,670,045.02 -3.70%

Net asset attributable to the

2,332,731,027.20 2,299,215,650.21 1.46%

Company’s shareholders, in CNY

Non-recurring gain/loss items and the amount involved

In CNY

From year beginning to

Items the end of the reporting Notes

period

Gain and loss from disposal of non-current assets,

including the part offset with the provision for impairment -26,982.38

of assets

Government subsidy recognized in current gain and loss

(excluding those closely related to the Company’s

60,000.00

business and granted under the state’s policies according

to certain quota of amount or volume)

Income and expenses from the business other than the

-30,830.28

above items

Less: Amount affected by the income tax 159.96

Amount affected by minority equity (after tax) 0.00

Total 2,027.38 --

3

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

For the Company’s non-recurring gain/loss items as defined in the Explanatory Announcement No. 1 on Information

Disclosure for Companies Offering their Securities to the Public – Non-recurring Gains and Losses and its non-recurring

gain/loss items as illustrated in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering

their Securities to the Public – Non-recurring Gains and Losses which have been defined as recurring gains and losses, it

is necessary to explain the reason.

Inapplicable

II. Total Shareholders and Shares Held by Top Ten Shareholders at the End of the

Reporting Period

1. About Total Common Shareholders, Total Preference Shareholders with the Voting Power

Recovered and the Shares Held by Top Ten Common Shareholders

In Shares

Total preference

shareholders with the

Total common shareholders at

35,737 voting power recovered at 0

the end of the reporting period

the end of the reporting

period (if any)

Shares held by the Top Ten Shareholders

Proportion of Number of Pledged or frozen

Shareholders’ Nature of Number of

the shares restricted Status of the

Names Shareholders shares held Q’ty

held shares held shares

AVIC

International State-owned

37.15% 162,977,327 0

Holdings corporate

Limited

Golden Eagle

Fund –

Minsheng

Bank –

Golden Eagle Domestic

Wen’s Junye non-state-own 2.08% 9,131,232 4,674,329

Flexible ed corporate

Allocation No.

3 Assets

Management

Program

Manulife

Teda Fund- Domestic

Minsheng non-state-own 2.07% 9,093,259 9,093,259

Bank - ed corporate

Manulife

4

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

Teda Value

Growth

Directional

Private

Placement

No. 351

Assets

Management

Program

SWS MU

Assets-

China

Merchants

Bank-China

Resources

SZITIC Domestic

Trust-Ruihua non-state-own 1.92% 8,429,118 8,429,118

Directional ed corporate

Placement

Hedge Fund

No. 2

Assembly

Capital Trust

Program

Tibet

Autonomous Domestic

Region non-state-own 1.13% 4,976,551 4,976,551

Investment ed corporate

Co., Ltd.

Manulife

Teda Fund-

ICBC-

Manulife

Teda Internati

Domestic

onal Trade

non-state-own 1.04% 4,546,630 4,546,630

Orient

ed corporate

Directional

Placement

No. 1 Assets

Management

Program

China Life Ins Domestic

0.69% 3,039,000 0

urance non-state-own

5

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

Company ed corporate

Limited –

Dividend –

Dividend to

Individuals

-005L-FH002

Shen

Essence

International

Foreign

Securities 0.59% 2,610,000 0

corporate

(Hong Kong)

Limited

Domestic

Dai Wen 0.46% 2,009,321 0

natural person

Domestic

Zhou Weixian 0.44% 1,911,700 0

natural person

Shares held by the Top Ten Shareholders of Non-restricted Shares

Number of the non-restricted shares held Share type

Shareholders’ Names

Share type Quantity

AVIC International Holdings

162,977,327 A-shares 162,977,327

Limited

Golden Eagle Fund – Minsheng

Bank – Golden Eagle Wen’s

4,456,903 A-shares 4,456,903

Junye Flexible Allocation No. 3

Assets Management Program

China Life Insurance Company

Limited – Dividend – Dividend

3,039,000 A-shares 3,039,000

to Individuals

-005L-FH002Shen

Essence International

Securities (Hong Kong) 2,610,000 B-shares 2,610,000

Limited

Dai Wen 2,009,321 A-shares 2,009,321

Zhou Weixian 1,911,700 A-shares 1,911,700

China Merchants Securities

1,400,734 B-shares 1,400,734

(HK) Co., Limited

BOCHK INVESTMENT

FUNDS-BOCHK CHINA 768,531 B-shares 768,531

GOLDEN DRAGON FUND

VANGUARD TOTAL 710,020 B-shares 710,020

6

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

INTERNATIONAL STOCK

INDEX FUND

Wu Xiaobo 683,082 Others 683,082

Of the top ten shareholders, Manulife Teda Fund-Minsheng Bank - Manulife

Teda Value Growth Directional Private Placement No. 351 Assets Management

Explanation on associated Program and Manulife Teda Fund - ICBC - Manulife Teda International Trade

relationship or concerted action Orient Directional Placement No. 1 Assets Management Program are all

of the above shareholders subordinate to Manulife Teda Fund Management Co., Ltd. The total 13,639,889

shares in the Company held by them are all restricted shares issued by the

Company in the private placement.

Note to the top 10 common

stockholders involved in margin

Inapplicable

financing & securities lending (if

any)

Was any of the top 10 common stockholders or top 10 common stockholders of non-restricted shares involved in the

agreed repurchase trading during the reporting period?

No

2. Total number of preferred stockholders and the shareholding of the top ten preferred

stockholders

Inapplicable

7

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

Section 3 Significant Events

I. Changes in the Principal Accounting Statement Items and Financial Indicators and

the Causes

Balance sheet items Ending balance, Opening balance. Proportion of the Causes of change

In CNY In CNY change

The input VAT not yet

offset at the beginning

Other current assets 10,286,294.46 15,796,773.56 -34.88% of the reporting period

was offset in the

reporting period

Advance payment for

procuring equipment

Other non-current in the reporting period

7,458,521.88 5,118,833.65 45.71%

assets increased over the

beginning of the

reporting period

Year-end bonus

provided at the end of

Payroll payable 14,570,479.65 39,396,747.95 -63.02% 2015 was already

paid in the reporting

period

The bond interest

provided at the

beginning of the

Interest payable 2,699,771.70 19,211,630.02 -85.95%

reporting period was

already paid in the

reporting period

Expenses provided in

the reporting period

Other current

11,348,265.60 1,988,252.38 470.77% increased over the

liabilities

beginning of the

reporting period

The company bonds

were already

Liabilities payable - 399,823,760.28 -100.00%

redeemed in the

reporting period

Amount in the Same period of the Proportion of the

Profit statement items Causes of change

reporting period, previous year, in CNY change

8

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

in CNY

Sales income in the

reporting period

Operating profit 33,875,994.18 57,047,841.07 -40.62% decreased over the

same period of the

previous year

The government

subsidies received in

Non-operating the reporting period

354,721.40 748,983.71 -52.64%

income decreased over the

same period of the

previous year

Donations paid

Non-operating amounted to CNY

352,534.06 21,029.34 1576.39%

expenditures 0.30 million in the

reporting period

The manufacture

company fulfilled the

work of review for the

title of national hi-tech

enterprise at the end

Income tax expense 6,776,540.61 12,659,974.81 -46.47%

of 2015. In the

reporting period, the

income tax was

provided based on

the tax rate of 15%.

Sales income in the

reporting period

Net profit 27,101,640.91 45,115,820.63 -39.93% decreased over the

same period of the

previous year

In the reporting

period, the free

capital was used to

repay partial bank

Net cash flow arising

loans; as a result, the

from financial -162,719,505.43 115,981,884.34 -240.30%

remaining interest

activities

bearing liabilities

decreased over the

beginning of the

reporting period

9

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

II. Progress of Significant Events, their Influences and Analytical Notice on the

Solutions

1. Non-public Issuing

On January 15, 2016, the A-shares issued by private placement were registered for listing with Shenzhen Stock Exchange

and the Company published the announcements on the listing and the related commitments. For the detail, refer to the

Report on Issuing Shares by Private Placement and Announcement on Listing of the Shares 2016-003 and the

Announcement on the Commitments for the Shares Issued by Private Placement 2016-004.

2. Related Transactions

The 5th meeting of the Eighth Board of Directors held on January 19, 2016 reviewed and approved the Proposal on

Renewing the Financial Service Agreement with AVIC Finance Co., Ltd. For the detail, 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 Renewal of the Financial Service Agreement with AVIC Finance Co., Ltd. 2016-005 disclosed

on the Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn. The implementation of the proposal is

subject to approval by the General Meeting.

3. Amendment of the Articles of Association

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. For the detail, refer to the Announcement on the Resolutions of the 5th Meeting

of the Eighth Board of Directors 2016-005. For the detail, refer to the Announcement on the Resolutions of the 5th Meeting

of the Eighth Board of Directors 2016-005 disclosed on the Securities Times, Hong Kong Commercial Daily and

www.cninfo.com.cn. The implementation of the proposal is subject to approval by the General Meeting.

4. Redemption of the Company's Bonds

The 4th meeting of the Eighth Board of Directors held on January 8, 2016 reviewed and approved the Proposal on

Exercising the Option of Redeeming “12 YADA BOND” as the Company Bond Issuer. For this purpose, the Company

published Indicative Announcements respectively on January 13, 2016, January 22, 2016, February 2, 2016 and February

23, 2016. For the detail, refer to the Announcement for Giving Up the Option of Up-regulation of the Nominal Interest Rate

of the Company Bond Titled “12 YADA BOND” and the Investor’s Option of Selling Back and Excercising the Redemption

Option as the Issuer 2006-001, the First Indicative Announcement on Redemption of “12 YADA BOND” and Delisting

2016-002, the Second Indicative Announcement on Redemption of “12 YADA BOND” and Delisting 2016-010, the Third

Indicative Announcement on Redemption of “12 YADA BOND” and Delisting 2016-011 and the Fourth Indicative

Announcement on Redemption of “12 YADA BOND” and Delisting 2016-012. The redemption of the company bond was

finished on February 29, 2016. For the detail, refer to the Announcement on the Result of Redemption of 12 YADA

BONDS and Delisting 2016-013.

Inquiry index of the website for

Description of Significant Events Date of Disclosure

disclosing provisional reports

Announcement for Giving Up the

Option of Up-regulation of the

Nominal Interest Rate of the

January 11, 2016 www.cninfo.com.cn

Company Bond Titled “12 YADA

BOND” and the Investor’s Option of

Selling Back and Excercising the

10

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

Redemption Option as the Issuer

2006-001

First Indicative Announcement on

Redemption of “12 YADA BOND” and January 13, 2016 www.cninfo.com.cn

Delisting 2016-002

Announcement on the Report on

Issuing Shares by Private Placement January 14, 2016 www.cninfo.com.cn

and Listing 2016-003

Announcement on the Commitments

concerning Issuing Shares by Private January 14, 2016 www.cninfo.com.cn

Placement 2016-004

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 Renewal

of the Financial Service Agreement January 20, 2016 www.cninfo.com.cn

with AVIC Finance Co., Ltd.

2016-005

Second Indicative Announcement on

Redemption of “12 YADA BOND” and January 22, 2016 www.cninfo.com.cn

Delisting 2016-010.

Third Indicative Announcement on

Redemption of “12 YADA BOND” and February 2, 2016 www.cninfo.com.cn

Delisting 2016-011

Fourth Indicative Announcement on

Redemption of “12 YADA BOND” and February 23, 2016 www.cninfo.com.cn

Delisting 2016-012

Announcement on the Result of

Redemption of 12 YADA BONDS and February 26, 2016 www.cninfo.com.cn

Delisting 2016-013

II. 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 Implementati

Commitments Promiser Description

type time deadline on status

Commitment for Equity Separation

Reform

Commitments in the Acquisition Report

11

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

or the Report on Change of the Equity

Commitments at the assets

reorganization

The

Company

commits that

in case it is

predicted that

the Company

may be

unable to

duly pay the

principal and

interest of the Deadline of

bond or fail to the bonds

duly pay the (The valid

principal and term of the

interest of the bonds is 5

bond when it years

Implementati

is due, the attached with

on finished

Company the investors’

(the

shall at least option of

company

take the selling back,

Commitment made at IPO or FIYTA Other February 27, bonds had

following the

re-financing Holdings Ltd. commitments 2013 been

measures: 1. Company’s

redeemed all

not profit option of

and delisted

distribution to redemption

by February

the and option of

29, 2016)

shareholders up-regulation

shall be of the

conducted. 2. nominal

implementati interest rate

on of any at the end of

capital the 3rd year).

expenditure

projects,

such as

material

external

investment,

acquisition

and merger,

etc. shall be

suspended.

12

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

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.

Commitment

by Caitong

Fund

Management

Caitong Fund Co., Ltd.、

Management Manulife

Co., Teda Fund

Ltd.;Manulife Management

Teda Fund Co., Ltd.、

Management Tibet

Co., Ltd.; Autonomous

Tibet Region

Autonomous Investment

Commitment

Region Co., Ltd., In process of

on restricted January 15,

Investment Golden Eagle 1 year implementat

sales of 2016

Co., Ltd.; Fund ion

shares

Golden Eagle Management

Fund Co., Ltd. and

Management SWS MU

Co., Ltd.; (Shanghai)

SWS MU Assets

(Shanghai) Management

Assets Co., Ltd. the

Management investors of

Co., Ltd. the shares

issued in the

said private

placement:

The shares

13

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

subscribed

by them in

the

non-public

Issuing shall

not be

assigned

within 12

months

commencing

from the date

of listing.

Equity incentive commitment

Based on the

understandin

g of the

current

Chinese

capital

market and

confidence in

sustainable

and steady

development

of the Refer to the

Company Announceme

AVIC Commitment and with a nt on

In process of

Other commitment to the Company’s International for increasing view to Commitment

July 11, 2015 implementati

minority shareholders Holdings the safeguarding for the

on

Limited shareholding the whole Shares

shareholders’ Acquired

interests and (2015-022)

promoting

the capital

market to

keep steady

with practical

action, in

accordance

with the

Circular of

China

Securities

14

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

Regulatory

Commission

on the Issue

concerning

Additional

Holding of

their

Company’s

Shares by

Major

Shareholders

, Directors,

Supervisors

and Senior

Executives of

Listed

Companies

(ZHENG

JIAN FA

[2015] No. 51

and the

relevant laws

and

regulations,

AVIC

International,

as the

Company’s

actual

controller,

intended to

increase the

holding size

of the

Company’s

shares

through AVIC

International

Investment

Co., Ltd. as

its person

acting in

concert.

AVIC Commitment AVIC July 13, 2015 Refer to the In process of

15

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

International on restricted International Announceme implementati

Holdings sales of Investment nt on on

Limited shares Limited, as Commitment

the person for the

acting in Shares

concert of Acquired

AVIC (2015-022)

International

Investment

Limited, the

Company’s

actual

controller,

acquired

additionally

100,000

shares of the

Company’s

shares from

the

secondary

market and

committed

that during

the increased

shareholding

and within 6

months after

the end of the

increased

shareholding,

it would not

assign any of

the

Company’s

shares

additionally

held by it to

any other

party.

Have the commitments been

Yes

implemented in a timely way

If the commitment has not been

Inapplicable

implemented at the end of the reporting

16

FIYTA HOLDINGS LTD. 2016 1st QUARTERLY REPORT, TEXT

period, it is necessary to explain the

specific reason of failure in

implementation and the future work

plan.

IV. Anticipation of Business Performance from January to June, 2016

Inapplicable

V. Investment in Securities

Inapplicable

VI. Investment in Derivatives

Inapplicable

VII. Registration form of such Activities as Reception, Research, Communication,

Interview in the Reporting Period

Inapplicable

VIII. Outward Guarantee against the Regulations

Inapplicable

IX. Non-operational Occupancy of the Company’s Capital by the Controlling

Shareholder and its Related Parties

Inapplicable

17

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