飞亚达Ｂ：2014年半年度报告（英文版）

飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

FIYTA Holdings Ltd.

2014 Semi-Annual Report

August, 2014

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report Section 1 Important Notice, Table of Contents and Definitions

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.

With the exception of the following directors, all the other directors personally attended the

The Company is not going to conduct interim dividend distribution, bonus share distribution or conversion of reserve into share capital.

Mr. Lai Weixuan, the Company leader, Mr. Hu Xinglong, the chief financial officer and Mr. Hu Xinglong, the person in charge of the accounting department (the person in charge of the accounting) hereby confirm the authenticity and completeness of the financial report enclosed in this annual report.

This Semi-annual report is prepared in both Chinese and English. Should there be any difference in understanding between the two, the Chinese version shall prevail.

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

Table of Contents

2014 Semi-Annual Report

Section 1 Important Notice, Table of Contents and Definitions

Section 2 Company Profile

Section 3 Financial and Business Highlights

Section 4 Report of the Board of Directors

Section 5 Significant Events

Section 6 Change of Shares and Particulars about the Shareholders

Section 7 About Preferred Shares

Chapter 8 Directors, Supervisors and Senior Executives

Section 9 Financial Report

Section 10 List of Documents Available for Inspection

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

Definitions

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

Section 2 Company Profile

I. Company Profile

III. Other Information

1. Way of Communication with the Company

There is no change in the Company’s registered address, office address, postal code, website, e-mail address in the reporting period. For the detail, please refer to 2013 Annual Report

2. Information Disclosure and Place of Regular Reports Prepared for Inquiry

There is no change in the name of the newspapers designated for disclosing the information, internet

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

web site designated by China Securities Regulatory Commission for publishing the company’s semi-annual report: and place of the company’s semi-annual report prepared for inquiry. For the detail, please refer to 2013 Annual Report

3. Changes of the Registration Data

There is no change in such registration data as the registration date and place, the registration number of the business licence, tax registration number, organization code, etc. of the Company during the reporting period. For more information, refer to 2013 Annual Report.

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report Section 3 Financial and Business Highlights

I. Key Accounting Data and Financial Indicators

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?

□ Yes √ No

II. Difference in the Accounting Data based on the Accounting Standards Outside Mainland China

1. Differences in net profit and net assets in the financial report disclosed according to both the intarnational accounting standards (IAS) and the Chinese accounting standards (CAS).

Inapplicable

2. Differences in net profit and net assets in the financial report disclosed according to both the

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

accounting standards outside the Mainland Chinae and the Chinese accounting standards (CAS). Inapplicable

Inapplicable

III. Non-recurring gain/loss items and the amount involved

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

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report Section 4 Report of the Board of Directors

I. Overview

During the reporting period, the domestic economic followed the decelerated growth state, the Company was confronted with bigger pressure from the market environment in its principal business especially from the high-end consumption market. Under the circumstance that the macro-market environment was hardly determined, the Company, focusing on the annual strategic theme of “deepening the values, improving the efficiency and enhancing integration”, rose to the challenge, forged ahead with determination, kept laying the foundation of various basic work, exerted itself on improving the output of individual shops and efficiency of asset operation. During the reporting period, the Company was improving its overall earning power, the asset structure was continuously optimized and the operational cash flow achieved continuous improvement. The Company realized sales income amounting to CNY1,642,614,790.97, an 8.90% year-on-year growth over the previous year, realized net profit amounting to CNY 88,283,873.10, a 27.77% year-on-year growth over the previous year; the net cash flow arising from the operation activities amounted to CNY 137,998,679.39.

During the reporting period, the Company still took the brand strategy as the guidance, carried forward integration and upgrading of the key value links by means of the business model of “product + channel”; took “burning the passion, improving the capacity, returning to the base and striving to create efficiency”with the work theme with the Harmony World Watch as the key channel brand, focusing on BSC²+OPERATION, enhanced construction of the core competence and construction of Harmony Brand, centering on the principal line of work –“improving the unit output and improving the efficiency”, innovated the operation model, looking for opportunity in the adverse situation, realized sales income amounting to CNY 1,164,509,801.05 with a 2.74% growth. With FIYTA as the Company’s key product, the Company takes “focusing on per unit yield, development platform, enhancing teamwork and improving efficiency” as the work core, promoted sales growth by various means, such as the theme competition of “Soccer Hero Legend”, sales promotion during holidays and festivals, promotion of new arrivals, etc.; enriched the categories of the existing channels by vigorously developing e-commerce, enhancing support to distributors, continuously reinforcing overseas channel construction, developing more brands, etc. and improved the quality of channels; steadily improved the gross profit rate level of products by restructuring the products, raising the retail price of series products, and controlling the product costs, and improved the brand awareness and reputation by means of news release of the new product arrival, BASEL Watch Expo, SHENZHEN Watch Expo, the spokespersons’ promotion activities, etc. During the reporting period, the Company kept quick growth in its FIYTA Watch Industry, realized sales income amounting CNY 391,786,607.01, a 26.59% growth.

During the reporting period, the Company kept carrying forward in property management, construction of Guangming watch production base and the innovation work in different management practices.

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report II. Analysis on the Principal Business

Changes of the major financial data on year-on-year basis

Inapplicable

Future development and plan extended to the reporting period as disclosed in the documents of public disclosure, such as the company’s prospectus, letter of intent on the offering and asset reorganization report, etc.

Inapplicable

Review and summary of the progress of the operation plan in the reporting period the Company disclosed previously

Inapplicable

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report III. Composition of Principal Businesses

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

IV. Analysis on Core Competitiveness

The Company’s core competitiveness is a collection of techniques and technologies which enable the Company to provide the customers with specific value and is the competitiveness which a series of products or services must rely on in process of taking a leading position. It consists of the ability of brand building, ability of high quality services, ability of product innovation, ability of knowledgement management and ability of management of strategic human resource.

During the reporting period, the Company achieved great success in construction of the platform of science and technology and technology innovation. After over a decade’s unremitting efforts, the Company’s technology center was successfully certified as a national enterprise technology center in 2013 relying on its outstanding achievement in construction of the innovation mechanism, construction of the technology center platform, construction of the innovation environment and talent cultivation and technology R & D and achievements, etc. The Company’s science & technology project was awarded one second prize of the Award for Scientific and Technological Advancement of Guangdong Province; its stereoscopic reading watch was honorably awarded the Red Dot Design Award; during the first half year, the Company was authorized 3 patents for invention, 1 patent for utility models and 4 design patents; took lead or participated in preparation or amendment of 6 national standards and totally issued 9 industrial standards.

V. Analysis on Investment Status

1. External Equity Investment

(1) External Investment

Inapplicable

(2) Holding of the Equipty in Financial Enterprises

Inapplicable

(3) Investment in Securities

Inapplicable

2. Entrusted Financing, Investment in Derivative Products and Entrusted Loan

(1) Entrusted Financing

Inapplicable

(2) Investment in Derivatives

Inapplicable

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report (3) Entrusted Loan

Inapplicable

3. Application of the Raised Capital

(1) General Application of the Raised Capital

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

(2) Promised Projects with Raised Capital

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

(3) Change of the Projects Invested with the Raised Capital

Inapplicable

(4) Projects Invested with the Raised Capital

Inapplicable

4. Analysis on Principal Subsidiaries and Mutual Shareholding Companies

Particulars about the Principal Subsidiaries and Mutual Shareholding Companies

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

5. Projects Invested with Funds not Raised through Share Offering

Inapplicable

VI. Prediction of the Operation Performances from January to September 2014

Prediction of the possibility of the accumulated net profit from the year beginning to the end of the next reporting period being of loss; or warning for big changes in the net profit in comparison with the same period of the previous year and the reasons

Inapplicable

VII. Explanation of the Board of Directions and the Supervisory Committee on the Qualified Auditor’s Report Issued by the CPAs

Inapplicable

VIII. Explanation of the Board of Directions to the Matters in Connection with “Qualified Auditors’ Report” of the Previous Year

Inapplicable

IX. Implementation of Profit Distribution in the Reporting Period

Implementation or adjustment of the profit distribution plan, especially cash dividend plan and plan for conversion of capital reserve into share capital implemented in the reporting period

2013 Profit Distribution Plan was reviewed and approved at the 7th meeting of the Seventh Board of Directors held on February 27, 2014 and 2013 Annual General Meeting held on June 10, 2014. According to the plan, the Company took the share capital as at December 31, 2013 totalling 392,767,870 shares as the base, and would distribute cash dividend at rate of CNY 1.00 for every 10 shares (with tax inclusive) to all the shareholders. The total cash dividend to be distributed amounted to CNY 39,276,787.00. The profit distribution was completed by August 4, 2014. For more information, refer to the Announcement on the Resolution of the 8th Meeting of the Seventh Board of Directors No.

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

2014-008, Announcement on the Resolution of 2013 Annual General Meeting No. 2014-018 and the Announcement on the Implementation of the Equity Distribution of Year 2013 No. 2014-019.

X. Preplan for Profit Distribution and Conversion of Capital Reserve into Share Capital

Inapplicable

XI. Statement of such activities as reception, research, communication, interview in the reporting period

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

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飞亚达Ｂ：2014年半年度报告（英文版）

FIYTA Holdings Ltd. 2014 Semi-Annual Report

Section 5 Significant Events

I. Overview of the Corporate Governance

In year 2014, the Company continuously improved 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 Compa ny’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 Supervis ory 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 issui ng, 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 th e 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 Compan y’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

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