| --- | --- | --- | --- | --- | --- | --- | --- | |-------|-------|-------|-------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FUTURE BRIGHT HOLDINGS LIMITED 佳景集團有限公司* (Incorporated in B ...

Financial Performance - The Group recorded a turnover of HK$200.2 million for the six months ended 30 June 2020, representing a decrease of 64.5% compared to HK$563.5 million in the same period of 2019[5]. - Gross margin fell to HK$138.3 million, down 64.9% from HK$394.5 million year-on-year[5]. - The loss attributable to owners of the Company was HK$110.3 million, an increase of 58.3% from HK$69.7 million in the previous year[5]. - Net Ordinary Operating Loss for the Period was HK$104.1 million, compared to HK$49.4 million for the same period in 2019, marking an increase of 110.7%[13]. - The Group reported a loss attributable to owners of the Company of approximately HK$110.3 million, compared to a loss of HK$69.7 million for the same period in 2019, reflecting a significant deterioration in financial performance[18]. - The gross margin ratio was approximately 69.1%, with a negative EBITDA of about HK$21.7 million, down from a gross margin of 70.0% and positive EBITDA of HK$64.3 million in the same period of 2019[18]. - The Group's EBITDA after depreciation of right-of-use assets was negative HK$71.5 million, compared to a negative EBITDA of HK$14.8 million in the same period of 2019[86]. - The loss attributable to owners of the Company for the first quarter was HK$63.8 million, a significant increase of 262.5% from HK$17.6 million in the first quarter of 2019[95]. - The second quarter loss attributable to owners was HK$46.5 million, a decrease of 10.7% from HK$52.1 million in the second quarter of 2019[95]. - The Group reported a net loss attributable to owners of approximately HK$110.3 million for the Period, an increase of 58.2% compared to HK$69.7 million in the same period of 2019[89]. Revenue and Turnover - The Group's turnover for the period was approximately HK$200.2 million, representing a decrease of 64.5% compared to HK$563.5 million in the same period of 2019[44]. - The turnover from the food and catering business was approximately HK$180.9 million, a decrease of 65.5% from HK$525.0 million in 2019[48]. - The food souvenir business generated approximately HK$9.8 million, down 74.5% from HK$38.5 million in the previous year[48]. - The Group's restaurants and food souvenir shops experienced an overall drop of 68.9% in same store performance compared to the same period in 2019[44]. - The Group's property investment business recorded a turnover of HK$9.5 million during the period, with no turnover contribution in the same period of 2019[48]. - Total turnover for the first quarter of 2020 was HK$132.2 million, a decrease of 55.3% compared to HK$295.6 million in the first quarter of 2019[52]. - For the second quarter of 2020, total turnover was HK$68.0 million, a 74.6% decrease from HK$267.9 million in Q2 2019[55]. - For the first half of 2020, total turnover was HK$200.2 million, a decrease of 64.5% compared to HK$563.5 million in 2019[75]. Losses and Expenses - The gross operating loss for the period was about HK$58.8 million, compared to a gross operating profit of HK$59.9 million in 2019, resulting in a gross operating loss ratio of 29.4%[82]. - The food and catering business reported a loss of HK$98.7 million for the six months ended June 30, 2020, representing a significant increase of 221.5% from HK$30.7 million in 2019[103]. - The gross operating loss for the food souvenir business was HK$8.2 million, with a gross operating loss margin of -83.7%[144]. - Direct operating expenses for the food and catering business were HK$182.3 million, a decrease of 38.9% from HK$298.5 million in the previous year[129]. - Direct operating expenses for the food souvenir business decreased by 59.0% to HK$14.8 million from HK$36.1 million in 2019[144]. Asset and Liability Management - Total assets decreased by 20.5% to HK$1,380.6 million as of 30 June 2020, down from HK$1,737.4 million at the end of 2019[5]. - The gearing ratio increased to 141.4%, up from 130.0% in the previous year, indicating higher financial leverage[5]. - The Group's net current liabilities were approximately HK$131.7 million, an increase of 74.0% compared to HK$75.7 million as of December 31, 2019[122][124]. - The total current assets decreased by 47.7% to HK$214.3 million from HK$409.7 million as of December 31, 2019[122]. - The net assets of the Group decreased by approximately 17.3% to HK$530.5 million as of June 30, 2020, down from HK$641.7 million as of December 31, 2019[124][126]. Operational Changes - The Group permanently closed all Mad for Garlic restaurants and several others due to poor performance, significantly impacting revenue[7]. - Management has permanently closed several underperforming restaurants across various regions, including Taiwan, Hong Kong, and Mainland China, due to unsatisfactory performance[23]. - The Group's central food and logistic processing center in Macau is now operational, enhancing operational efficiency[151]. - The Group continues to actively enhance its logistic support, including food sourcing and processing facilities[151]. - The number of food court counters increased to 23 in 2020 from 12 in 2019, with significant growth in Macau and Hong Kong[136]. Market Conditions and Future Outlook - Future performance remains uncertain, with expectations of continued challenges due to the ongoing impact of the COVID-19 pandemic[24]. - Management expects a challenging operating environment in the second half of 2020 due to the ongoing COVID-19 pandemic and strained US-China relations[34]. - The COVID-19 pandemic has caused material disruption to the Group's restaurant operations, adversely affecting business, financial condition, and operating performance[199]. - The Hong Kong Government has implemented further social distancing measures due to the third wave of COVID-19, impacting restaurant operations[199]. - The individual traveler scheme in Macau resumed on 26 August 2020, but overall operations remain affected by the pandemic[199]. - The Group is actively adopting cost control measures, including reprioritizing work plans to improve liquidity[199]. - The Group is closely monitoring market conditions and adjusting business strategies in response to the pandemic[199]. Shareholder Information - Mr. Chan and his associates held 41.31% of the existing issued share capital of the Company as of June 30, 2020[171]. - Mr. Chan held 249,438,422 shares, representing 35.92% of the issued share capital of the Company as of June 30, 2020[188]. - Ophorst Van Marwijk Kooy held 97,272,000 shares, representing 14.01% of the issued share capital of the Company as of June 30, 2020[197]. - The maximum number of shares that may be issued under the employee share option scheme was 55,390,242, representing approximately 8.0% of the issued shares of the Company[191].

Financial Performance - Turnover for 2019 was HK$1,142,308, representing a slight increase of 0.8% from HK$1,133,308 in 2018[4] - Gross operating profit decreased by 15.6% to HK$123,954 from HK$146,818 in 2018[4] - Loss attributable to owners of the Company surged by 526.8% to HK$376,838 compared to HK$60,125 in the previous year[4] - Basic loss per share increased to HK(54.28) cents, up 526.8% from HK(8.66) cents in 2018[4] - Total assets decreased by 3.5% to HK$1,737,395 from HK$1,800,387 in 2018[4] - Net assets dropped by 34.6% to HK$641,727 from HK$981,501 in the previous year[4] - Gearing ratio increased to 130.0%, up from 74.8% in 2018, indicating higher financial leverage[4] - The company did not declare a special final dividend per share, compared to HK1.0 cent in 2018, marking a 100% reduction[4] - Net ordinary operating loss increased by 552.9% to HK$360,031 from HK$55,144 in 2018[4] - Total assets to total liabilities ratio decreased to 1.59 from 2.20 in 2018, reflecting a decline in asset coverage[4] Operational Challenges - The Group recorded a loss attributable to owners of HK$376.8 million for the Year, compared to a loss of HK$60.1 million in 2018, reflecting a significant deterioration in financial performance[14] - Turnover increased by approximately 0.8%, while cost of sales (food costs) rose by 1.5%, and direct operating expenses increased by 4.1% compared to 2018[14] - The gross operating profit dropped by 15.6% compared to the previous year, indicating challenges in maintaining profitability[14] - The Group's net ordinary operating loss was HK$360.0 million, compared to a loss of HK$55.1 million in 2018, highlighting a worsening operational performance[17] - The Group's restaurant chain business incurred a loss of HK$22.5 million in the first half and HK$156.3 million in the second half of the Year[25] Business Segments Performance - The same store performance of the restaurant and industrial catering business increased by 2.4%, while the food souvenir business saw a significant increase of 36.2% compared to 2018[17] - Total turnover for the Group's restaurant and food court operations in Hong Kong was approximately HK$950.1 million, reflecting a decrease of 1.5% compared to 2018[26] - The Group's Japanese restaurants recorded a turnover of approximately HK$286.9 million, down 9.6% from HK$317.3 million in 2018[26] - Franchise restaurants generated a turnover of approximately HK$221.4 million, an 8.9% decrease from HK$243.0 million in 2018[26] - The Group's industrial catering business achieved a total turnover of approximately HK$40.7 million, representing a decline of about 16.4% compared to HK$48.7 million in 2018[32] Investment and Property Management - The Key Investment Property was valued at HK$560.0 million as of December 31, 2019, up from HK$505.0 million in 2018[19] - A net fair value loss of HK$20.2 million was recorded for the Key Investment Property, which included a gross fair value loss of HK$23.0 million[19] - The Group signed a lease agreement in July 2019 to lease its Key Investment Property for a period of 8 years, with rent expected to start from April 2020[41] - The Group sold its equity interest in a subsidiary in Macau for RMB300 million (approximately HK$335.7 million), resulting in a gross disposal loss of about HK$140.6 million[41] Impact of Covid-19 - The Group's operations have been critically affected by the Covid-19 outbreak, leading to a temporary closure of most restaurants and shops for about two weeks in February 2020[41] - Management expects a tough operating environment in the first three quarters of 2020 due to the adverse impact of Covid-19 on visitor numbers to Hong Kong and Macau[41] Sustainability and Environmental Initiatives - The Group emphasizes sustainability as a strategic priority, committing to support staff, businesses, communities, and the environment[51] - The Group's total greenhouse gas (GHG) emissions in 2019 were 19,771 tCO2e, an increase of 4.1% from 18,988 tCO2e in 2018[73] - Annual NOx emissions in 2019 totaled 187.2 kg, up from 166.0 kg in 2018, representing a 12.7% increase[66] - The Group has implemented waste management policies focusing on reducing non-hazardous waste, which includes waste oil, food waste, paper waste, and wastewater[78] - The Group generated an estimated 296 tonnes of food waste in 2019, an increase from 292 tonnes in 2018, while waste oil consumption decreased to 74,096 litres from 79,169 litres[87] Employee Management and Training - The Group employed a total of 2,130 full-time staff and 824 part-time workers as of December 31, 2019, reflecting a diverse workforce that enhances its business capabilities[159] - The Group provided an average of 7 training hours per employee, with employees below 30 receiving 8 hours on average[1] - The average monthly turnover rate for employees in Hong Kong was 5.8%, while Taiwan reported a higher rate of 14.3%[1] - The Group has established a scholarship scheme since 1999, awarding 19 employees' children for academic excellence during the year[1] Compliance and Governance - The Group has implemented a code of business conduct to ensure compliance with anti-corruption laws, with no material non-compliance reported during the year[181] - The Group's internal control system on quality and food safety is enhanced through regular assessments and supplier compliance checks[144] - There were no material non-compliance issues related to labor laws, including child and forced labor, during the year[156] - The Group's policy includes regular reviews of internal policies and systems to ensure compliance with intellectual property rights, with no issues reported during the Year[192]

Financial Performance - The turnover for the six months ended June 30, 2019, was HK$563.5 million, representing a 4.4% increase compared to HK$539.7 million in the same period of 2018[4]. - The gross operating profit decreased by 17.2% to HK$59.9 million from HK$72.3 million in the same period of 2018[4]. - The loss attributable to owners of the Company was HK$69.7 million, a significant increase of 366.0% compared to a loss of HK$14.9 million in the same period of 2018[4]. - The Net Ordinary Operating Loss for the period was HK$49.4 million, compared to HK$27.5 million for the same period of 2018, reflecting a 79.7% increase in losses[13]. - The total comprehensive loss for the period amounted to HK$69,509,000, compared to HK$18,609,000 in 2018, marking an increase of approximately 273.5%[191]. - Basic loss per share was HK$10.03, a substantial increase from HK$2.15 in the same period last year[191]. Revenue Breakdown - Turnover from the food and catering business generated approximately HK$525.0 million, an increase of 3.0% from HK$509.6 million in the same period of 2018[46]. - The total turnover for the Group's restaurant operations in Hong Kong reached approximately HK$114.1 million, representing a turnover increase of approximately 25.2% compared to the same period in 2018[18]. - The food souvenir business generated a total turnover of approximately HK$38.5 million, with a loss attributable to owners of the Company of approximately HK$8.1 million, an improvement from a turnover of approximately HK$30.0 million and a loss of approximately HK$9.0 million in the same period of 2018[22]. - The wholesale business of Japanese food and materials recorded a total turnover of approximately HK$23.8 million, marking a satisfactory increase of 21.4% compared to HK$19.6 million for the same period in 2018[21]. - The industrial catering business achieved a total turnover of approximately HK$21.4 million, reflecting a slight drop of approximately 3.1% compared to HK$22.1 million for the same period in 2018[20]. Asset and Liability Management - The total assets increased by 15.0% to HK$2,070.8 million from HK$1,800.4 million in the previous year[4]. - The gearing ratio rose to 122.4%, up from 74.8% in the previous year, indicating increased financial leverage[4]. - The net assets of the Group as of June 30, 2019, were approximately HK$905.0 million, reflecting a decrease of about 7.8% from HK$981.5 million as of December 31, 2018[117]. - The ratio of total assets to total liabilities was 1.77 as of June 30, 2019, down from 2.20 as of December 31, 2018[153]. - Current liabilities increased to HK$548,690,000 from HK$416,601,000, reflecting a rise of approximately 31.6%[196]. Operational Challenges - The Group recorded a drop of 3.0% in same-store performance for its restaurants and food court counters, and an 8.1% decrease for its food souvenir shops compared to the same period of 2018[13]. - The operating environment for the Group in the second half of 2019 is expected to be tough and competitive due to trade disputes and geopolitical events, prompting a cautious approach to opening new restaurants[33]. - Management anticipates a challenging operating environment in the second half of 2019 due to geopolitical uncertainties[35]. Strategic Initiatives - The Group plans to close down two Yeng Kee shops by the end of 2019 as part of its strategy to improve sales and reduce losses in the food souvenir business[22]. - Management plans to expand the sales network by increasing the number of stores and sales kiosks, enhancing online sales platforms, and seeking more distributors in mainland China and overseas[25]. - The Group has entered into a tenancy agreement for a period of 8 years with an Independent Third Party, which will generate rental income to enhance the revenue base[29]. Shareholder Information - Mr. Chan and his associates held 41.31% of the existing issued share capital of the Company as of June 30, 2019[160]. - The maximum number of shares that may be issued under the employee share option scheme was 55,390,242, representing approximately 8.0% of the issued shares of the Company[169]. - The Group did not enter into any share-based payment transactions during the six months ended June 30, 2019[169].

Financial Performance - Turnover for the year ended 31 December 2018 was HK$1,133,308, representing an increase of 18.4% from HK$957,054 in 2017[6] - Gross margin increased to HK$793,172, up 17.6% from HK$674,513 in the previous year[6] - The company reported a loss attributable to owners of the Company of HK$60,125, compared to a profit of HK$11,015 in 2017[6] - Net ordinary operating loss increased by 240.9% to HK$55,144 from a loss of HK$16,176 in 2017[6] - Basic loss per share was HK(8.66) cents, compared to earnings of HK1.59 cents per share in 2017[6] - Total assets decreased by 2.1% to HK$1,800,387 from HK$1,838,812 in 2017[6] - Net assets fell by 8.4% to HK$981,501 from HK$1,071,124 in the previous year[6] - The gearing ratio increased to 74.8%, up from 55.2% in 2017, indicating higher financial leverage[6] - The total assets to total liabilities ratio decreased to 2.20 from 2.40 in 2017, reflecting a decline in asset coverage[6] Business Segments Performance - The Group experienced an overall turnover growth of approximately 18.4% in 2018, despite challenges in the operating environment[19] - Same store sales growth for the food and catering and food souvenir businesses was recorded at 16.3% in 2018[19] - The total turnover for restaurant and food court operations in Hong Kong reached approximately HK$212.5 million, representing a 79.5% increase compared to 2017[19] - The food souvenir business incurred a loss of HK$18.7 million in 2018[20] - The industrial catering business achieved a total turnover of approximately HK$48.7 million in 2018, reflecting a 13.0% increase from 2017[33] - The wholesale business of Japanese food and materials improved with a turnover of approximately HK$42.0 million, marking a growth of 34.2% compared to 2017[33] - The food souvenir business recorded a total turnover of approximately HK$78.4 million in 2018, with a loss attributable to owners of HK$18.7 million, compared to HK$62.5 million turnover and HK$21.0 million loss in 2017[35] - Same store performance of food souvenir shops improved by 20.4% in 2018[35] Dividends and Shareholder Returns - The company declared a special final dividend of HK1.0 cent per share, unchanged from the previous year[6] - The Directors proposed a special final dividend of HK1.0 cent per share for 2018, reflecting a non-recurrent special dividend due to the operating loss[27] Strategic Developments - Management plans to open 10 food court counters at a new shopping mall in Kowloon and 1 counter at Hong Kong International Airport by the end of Q3 2019[33] - The Group's central food and logistic processing center in Macau became operational in the last quarter of 2018[33] - The Group's key investment property was vacant in 2018, and management is working with a property agent to find tenants[37] - The development project at Hengqin Land has faced significant delays, leading to continuous losses, prompting the Group to consider all alternatives, including the potential sale of its interests in the project[38] - The Group is currently negotiating with a potential buyer for the sale of controlling or all equity interest in its wholly owned subsidiary that owns the Hengqin Land development project[45] Corporate Governance - The Board of Directors consists of independent non-executive directors who account for at least one-third of the board, ensuring a balanced composition for effective decision-making[59] - The Company has established a code of conduct for directors' dealings in securities, which complies with the Model Code, with no incidents of non-compliance reported in 2018[66][67] - The nomination committee, which is primarily composed of independent non-executive directors, did not hold any meetings in 2018 as no new directors were proposed or appointed[74] - All directors confirmed their participation in continuous professional development during 2018, attending seminars and reading relevant materials to enhance their knowledge and skills[62] - The Company has implemented updated procedures for shareholders to propose candidates for election as directors, which are published on the Company's and Stock Exchange's websites[63] - The Board regularly reviews the contributions and time commitments of each director to ensure effective governance[60] - The Company has a clear division of responsibilities between the Chairman and the Managing Director to enhance independence and ensure balanced power distribution[59] Risk Management and Internal Controls - The audit committee reviewed the draft interim and annual financial statements and assessed the potential impacts of changes in accounting standards on the Group's financial statements[105] - The risk committee appointed ZHONGHUI ANDA Risk Services Limited to review the Group's internal control system during the year of 2018[114] - The Board has overall responsibility for maintaining a sound and effective internal control system, supported by the audit and risk committees[119] - The internal audit review conducted in 2018 included scoping and planning audit locations, reviewing the design of internal control structures, testing key controls, and reporting major design weaknesses to enhance internal controls[133] - Management confirmed to the Board that the company maintained an effective risk management mechanism and internal control system during the financial year ended December 31, 2018[134] Shareholder Communication - Shareholders holding at least one-tenth of the paid-up capital can requisition a special general meeting by written request[141] - The company encourages shareholders to attend annual general meetings where the Board chairman and committee chairmen are available to answer questions[144] - The company has established communication with shareholders through the publication of announcements, notices, circulars, interim, and annual reports on its website[135]