1、 1 SHENZHEN FIYTA HOLDINGS LTD.2010 Semi-Annual Report(Full Text)August 17,2010 2 Table of Contents Chapter 1 Important Notice,Definition and Table of Contents Chapter 2 Company Information Chapter 3 Change in the Capital Stock and Shares Held by the Principal Shareholders Chapter 4 Directors,Superv
2、isors and Senior Executives Chapter 5 Report of the Board of Directors Chapter 6 Significant Events Chapter 7 Financial Report(Unaudited)Chapter 8 Documents Available for Inspection 3 Chapter 1 Important Notice,Definition and Table of Contents I.Important Notice The Board of Directors,the Supervisor
3、y Committee,directors,supervisors and senior executives of the Company hereby confirm that there are no important omissions,fictitious statements or serious misleading information carried in this report,and shall take all responsibilities,individually and/or jointly,for the authenticity,accuracy and
4、 completeness of the whole contents.None of the directors,supervisors or senior executives declares that he/she cannot ensure or has any objection to the authenticity,accuracy and completeness of the contents of the semi-annual report.The semi-annual report has not been audited.There is no discrepan
5、cy between the Chinese and internal accounting standards in the semi-annual report.Mr.Wu Guangquan,the Chairman of the Board,Mr.Xu Dongsheng,the Managing Director,Mr.Li Dehua,Deputy General Manager and Chief Financial Officer and Mr.Hu Xinglong,Manager of the Financial Department,hereby ensure the a
6、ccuracy and completeness of the financial report enclosed in this semi-annual report.II.Definitions In this report,unless the context otherwise required,the following names in abbreviation shall refer to the following organizations:The Company or Fiyta:Shenzhen Fiyta Holdings Co.,Ltd.CATIC Shenzhen
7、Corporation:China National Aero-Technology Corporation Shenzhen Shenzhen CATIC Group:Shenzhen CATIC Group Co.,Ltd.Harmony:Shenzhen Harmony World Watches Center Co.,Ltd.Rainbow Supermarket:Shenzhen Rainbow Supermarket Co.,Ltd.CATIC Property:Shenzhen CATIC Property Management Co.,Ltd.CATIC Real Estate
8、:Shenzhen CATIC Real Estate Development Co.4 Chapter 2 Company Information I.Company Profile 1.Company Name in Chinese:深圳市飞亚达(集团)股份有限公司 In English:SHENZHEN FIYTA HOLDINGS LTD.Short Form in Chinese:飞亚达公司 Short Form in English:FIYTA 2.Stock Exchange Listed with:Shenzhen Stock Exchange Short Form&Code
9、of the Stock:FIYTA A 000026 F I Y T A B 2 0 0026 3.Registered Office Address:FIYTA Technology Building,Gaoxin S.Road One,Nanshan District,Shenzhen Office Address:20th Floor,FIYTA Technology Building,Gaoxin S.Road One,Nanshan District,Shenzhen Postal Code:518057 Internet Web Site:http:/E-mail:4.Legal
10、 Representative:Mr.Wu Guangquan 5.Secretary of the Board:Mr.Chen Libin Securities Affairs Representative:Mr.Zhang Yong Liaison Address:20th Floor,FIYTA Technology Building,Gaoxin S.Road One,Nanshan District,Shenzhen Tel:075586013669 86013992 Fax:075583348369 E-mail:6.Newspapers Designated for Disclo
11、sing the Information:Securities Times,Hong Kong Commercial Daily Internet Website for publishing this semi-annual report:http:/Place Where the Semi-Annual Report is Prepared and Placed:the Secretary Office of the Board of Directors 7.Other Relevant Information:(1)Date of first registration:March 30,
12、1990 Date of change in registration:January 30,1997 Registration with:Shenzhen Municipal Administration for Industry and Commerce.(2)Business License No.:440301103196089 Taxation Registration No.:440301192189783 Organization Code:19218978-3 Certified public accountant engaged Types Description Offic
13、e address Stock A and Stock B Zhongrui Yuehua Certified Public Accountants Co.,Ltd.8th 9th Floors,Block A,International Enterprise Building No.35,Jinrong Avenue,Xicheng District,Beijing 5 II.Financial Highlights In RMB End of the report period End of the previous year Increase/decrease of the end of
14、 the report period vs the end of the previous year(%)Total assets 1,639,985,004.37 1,523,936,983.79 7.62%Owners equity attributable to the Companys shareholders 757,192,985.42 714,808,466.77 5.93%Capital Stock 249,317,999.00 249,317,999.00-Net asset per share attributable to the shareholders(RMB/sha
15、re)3.037 2.867 5.93%Report period(Jan to Jun)Same Period of the Previous Year Increase/decrease of the report period vs the same period of the previous year(%)Turnover 810,811,910.82 572,693,689.88 41.58%Operating profit 44,751,195.21 32,387,858.65 38.17%Total profit 51,957,376.73 34,520,507.09 50.5
16、1%Net profit attributable to the shareholders 42,399,471.66 27,167,061.42 56.07%Net profit attributable to the Companys shareholders excl.extraordinary items 36,774,788.99 25,460,942.67 44.44%Basic earnings per share,in RMB/share 0.171 0.109 56.07%Diluted earnings per share(RMB/share)0.171 0.109 56.
17、07%Net assets-income ratio(%)5.62%3.80%1.82%Net cash flow generated from operating activities 875,685.15 80,330,737.00-98.91%Net cash flows per share arising from operating activities,in RMB/share 0.004 0.322-98.91%6 Chapter 3 Change in the Capital Stock and Shares Held by the Principal Shareholders
18、 I.Change in the Capital Stock 1.Change in the Companys capital stock ended June 30,2010 is as follows:In shares Before the change Increase/Decrease(+/-)After the change Quantity Proportion New issuing Bonus issueShares converted from reserveOthersSub-total Quantity Proportion I.Restricted shares 11
19、1,451,025 44.70%111,451,025 44.70%1.State shares 2.State corporate shares 111,415,501 44.69%111,415,501 44.69%3.Other domestic shares Including:Domestic non-state owned corporate shares Domestic natural person shares 4.Foreign shares Including:Foreign corporate shares Overseas natural person shares
20、5.Senior executive shares 35,524 0.01%35,524 0.01%II.Unrestricted shares 137,866,974 55.30%137,866,974 55.30%1.RMB ordinary shares 79,546,974 31.91%79,546,974 31.91%2.Foreign shares listed domestically 58,320,000 23.39%58,320,000 23.39%3.Foreign invested shares listed out of Mainland China 4.Others
21、III.Total Shares 249,317,999 100.00%249,317,999 100.00%Statement of change of the restricted shares Shareholder Names Number of restricted Number of shares Increase of restricted Number of restricted Causes of restriction Date of discharging 7 shares at year beginning discharged for restriction shar
22、es in the report yearshares at year end Shenzhen CATIC Group Co.,Ltd.111,415,501 0 0 111,415,501Equity separation reform November 9,2010 Lu Bingqiang 35,524 0 0 35,524 Senior executives restricted shares Total 111,451,025 0 0 111,451,025 2.Issuing and Listing(1)Within three years prior to the end of
23、 the report period,the Company had not issued any shares or derivatives.(2)In the report period,the Company never conducted such activities as distributing bonus shares,converting public reserve into share capital,share allotment,new issuing,stock absorption and combination,converting convertible bo
24、nds into shares,capital reduction,issuing or listing employee shares or shares of the Companys employees or any other activity which caused change in total shares and the structure.(3)At present,there are no employees shares in the Company.II.Shareholders 1.Ended June 30,2010,there were totally 19,1
25、85 shareholders in the Company:including 11,075 shareholders of A shares(including one senior executive);8,110 shareholders of B shares.2.Shares held by the Companys top ten shareholders Shares held by the top 10 shareholders ended June 30,2010:Total number of Shareholders 19,185 Shareholding of top
26、 10 shareholders Shareholder Names Shareholder type Holding rateTotal shares held Quantity of restricted shares Quantity of shares pledged or frozen Shenzhen CATIC Group Co.,Ltd.State-owned corporate shares 44.69%111415501 111,415,501 0Industrial and Commercial Bank of China E-Fund Value Growth Mixe
27、d Securities Investment Fund Domestic non-state corporate shares 2.77%6907830 0 0BBH BOS S/A FIDELITY FD-CHINA FOCUS FD Overseas corporate 1.92%4775113 0 0Industrial and Commercial Bank of China Huitianfu Balance Growth Stock Based Securities Investment Fund Domestic non-state corporate shares 1.60%
28、4000070 0 0Construction Bank of China Domestic 1.13%2829174 0 0 8 MANULIFE TEDA Market Capitalization Selected Stock Based Securities Investment Fund non-state corporate shares Industrial and Commercial Bank of China Huitianfu Growth Focus Stock Based Securities Investment Fund Domestic non-state co
29、rporate shares 0.87%2162643 0 0Zhongrong International Trust Co.,Ltd.Zhongrong Construction Bank Fortune No.4-001 Domestic non-state corporate shares 0.79%1971700 0 0Zhonghai Trust Co.,Ltd.Zhonghai Ocean Star No.1 Assembled Funds Trust Domestic non-state corporate shares 0.70%1738073 0 0Industrial a
30、nd Commercial Bank of China Guotou Ruiyin Growth Selected Stock Based Securities Investment Fund Domestic non-state corporate shares 0.69%1730311 0 0Construction Bank of China Huabao Industrial Income Growth Mixed Type Securities Investment Fund Domestic non-state corporate shares 0.63%1566784 0 0 S
31、hareholding of top 10 shareholders of unrestricted shares Shareholder Names Quantity of non-restricted shares held Share type Industrial and Commercial Bank of China E-Fund Value Growth Mixed Securities Investment Fund 6907830 A Shares BBH BOS S/A FIDELITY FD-CHINA FOCUS FD 4775113 B shares Industri
32、al and Commercial Bank of China Huitianfu Balance Growth Stock Based Securities Investment Fund 4000070 A Shares Construction Bank of China MANULIFE TEDA Market Capitalization Selected Stock Based Securities Investment Fund 2829174 A Shares Industrial and Commercial Bank of China Huitianfu Growth Fo
33、cus Stock Based Securities Investment Fund 2162643 A Shares Zhongrong International Trust Co.,Ltd.Zhongrong Construction Bank Fortune No.4-001 1971700 A Shares Zhonghai Trust Co.,Ltd.Zhonghai Ocean 1738073 A Shares 9 Star No.1 Assembled Funds Trust Industrial and Commercial Bank of China Guotou Ruiy
34、in Growth Selected Stock Based Securities Investment Fund 1730311 A Shares Construction Bank of China Huabao Industrial Income Growth Mixed Type Securities Investment Fund 1566784 A Shares Industrial and Commercial Bank of China Guotou Ruiyin Core Enterprise Stock Based Securities Investment Fund 15
35、00000 A Shares Note to the association relation or acting in concert of the above shareholders The Company has not found any connectivity relations among the aforesaid shareholders of negotiable shares and between the top ten shareholders of negotiable shares and the top ten shareholders.In the repo
36、rt period,there was no change in increase/decrease of the shares held by Shenzhen CATIC Group Co.,Ltd.,a shareholder holding over 5%of the Companys shares and there was no hypothecation,freezing or custody of any of the shares either.3.About the Controlling Shareholder Shenzhen CATIC Group Co.,Ltd.w
37、as founded in June,1997,with total registered capital of RMB 678.90909 million and its legal representative is Wu Guangquan.Shenzhen CATIC Group Co.,Ltd.is a diversified holding company,engaged in the business of manufacture and sales of LCD,PCB,medium and high grade watches,and agriculture related
38、resources,etc.through its subsidiaries.The Group was listed with Hong Kong Stock Exchange in September 1997.4.Actual Controller CATIC Shenzhen Corporation,legal representative:You Lei;date of incorporation:December 1,1982;registered capital:RMB 1000 million;principal business:import and export of co
39、mmodities and technologies other than those exported exclusively by the central government or under the control by the central government,compensation trade as importer/exporter as well as agent;invest to set up economic entities;domestic commerce and supply and sale of goods and materials(excluding
40、 the commodities monopolized for operation,under control of and for exclusive sale by the central government);sales of home-made automobiles(with cars exclusive);development of real estate.Controller of the actual controller:AVIC International Holding Corporation was incorporated in 1983 with regist
41、ered capital of RMB 7422 million;China National Aviation Industry Group Co.,Zhongjin Innovation(Tianjin)Investment Co.,Ltd.and National Council for Social Security Fund holds the equity in AVIC International Holding Corporation respectively by 67.38%,16.31%and 16.31%.Legal representative:Fu Shula,li
42、cenced businesses:supply of labor services to the engineering projects carried out abroad;sales of methylbenzene,acetone,methyl ethyl ketone,piperidine,ether,potassium permanganate,chloroform,sulfuric acid,hydrochloric acid,acetic anhydride,combustible liquid,combustible solid,articles inflammable n
43、aturally and with moisture,oxidizer and organic peroxide,toxic and corrosive goods;insurance for motor vehicles,assets of enterprises,household property and cargo freight.General businesses:import and export;warehousing;industry,hotel,property,real estate development investment and management;new en
44、ergy equipment development,sales and repairing;exhibition;technology transfer and technical services in connection with the aforesaid business.The eventual controller of the Companys actual controller-AVIC International Holding Corporation,is State-owned Assets Supervision and Administration Commiss
45、ion of the State Council 10 5.Block Diagram of the Ownership and Control Relations between the Company and the Actual Controller State-owned Assets Supervision and AdministrationCommission of the State Council 1 0 0%Aviation Industry Corporation of China 16.31%67.38%16.31%CATIC International Holding
46、s Limited 100%CATIC Shenzhen Corporation 58.77%Shenzhen CATIC Group Co.,Ltd.44.69%SHENZHEN FIYTA HOLDINGS LTD.National Council of Social Security FundZhongjin Innovation(Tianjin)Investment Co Ltd 11 Chapter 4 Directors,Supervisors and Senior Executives I.Change of the Companys Shares Held by them Of
47、 the directors,supervisors and senior executives in current office,only Deputy General Manager Mr.Lu Bingqiang holds 47,365 shares in which no change took place in the report period.II.The Company has not yet started implementation of any equity incentive program.In the report period,there was no di
48、rector,supervisor or senior executive held any of the Companys stock option or restricted shares.III.New Engagement or Disengagement of Directors,Supervisors and Senior Executives Appointment of Members of the Board of Directors and the Supervisory Committee On June 22,2010,the Companys 2009 Annual
49、Shareholders General Meeting reviewed and approved the proposal on Mr.Lai Weixuans application for resignation of the Companys director and vice chairman of the Board,and nominated Mr.You Lei as the director candidate and nominated Mr.Sui Yong as the candidate of the Companys supervisor.The meeting
50、approved Mr.Lai Weixuan to resign the office of director and vice chairman of the Board and elected Mr.You Lei a member of the Companys Sixth Board of Director and Mr.Sui Yong became a member of the Sixth Supervisory Committee.The announcement of the aforesaid information was published on Securities