[Company Information](index=3&type=section&id=Company%20Information) This section provides essential corporate details for Future Development Holdings Limited, covering governance, key personnel, and administrative contacts [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) The Group focused on continuing operations in catering services, financial services, and property holding, while divesting several discontinued businesses [Business Review](index=4&type=section&id=Business%20Review) The Group's business review highlights performance across continuing operations in catering, financial services, and property holding, alongside the strategic divestment of discontinued segments [Continuing Operations](index=4&type=section&id=Continuing%20Operations) In continuing operations, catering services revenue slightly decreased by 5.8% to HKD 204.7 million, financial services revenue grew by 43.4% to HKD 36.2 million but recorded an expanded segment loss, and property holding turned profitable with HKD 0.3 million in revenue and HKD 4.4 million in profit Continuing Operations Segment Performance (For the six months ended June 30, 2023) | Business Segment | Revenue (HKD million) | YoY Change | Segment Profit/(Loss) (HKD million) | Prior Period Profit/(Loss) (HKD million) | | :--- | :--- | :--- | :--- | :--- | | Provision of catering services | 204.7 | -5.8% | 4.8 | 5.1 | | Provision of financial services | 36.2 | +43.4% | (14.9) | (2.8) | | Property holding | 0.3 | N/A (0 in prior year) | 4.4 | (4.2) | - The financial services segment, including securities brokerage, margin financing, asset management, and professional services, turned from profit to loss, recording a **loss of HKD 5.1 million** (profit of HKD 19.2 million in the prior period), primarily due to decreased revenue and recognition of **HKD 7.0 million impairment loss** on margin financing trade receivables[13](index=13&type=chunk)[14](index=14&type=chunk) - The Group is developing an asset-backed credit card business, allowing consumers to exchange assets (potentially including cryptocurrencies) for credit lines, which is in its early stages and recorded a **loss of HKD 9.8 million** during the period due to increased staff costs[18](index=18&type=chunk)[19](index=19&type=chunk) [Discontinued Operations](index=7&type=section&id=Discontinued%20Operations) The Group fully divested personal care products, compliance advisory services, and finance lease businesses, all generating no revenue during the reporting period, while the temperature-controlled warehousing business was sold, contributing HKD 1.9 million in revenue before termination - The personal care products business (Frog Prince) was sold in 2022, generating no revenue in the reporting period compared to **HKD 219.0 million** in the prior period[27](index=27&type=chunk) - The temperature-controlled warehousing business (Greater China Cold Chain Logistics) was sold during the reporting period, recording **HKD 1.9 million in revenue** (a 65.7% decrease YoY) and a **loss of HKD 0.5 million**[31](index=31&type=chunk) - The Group's principal businesses include catering services, financial services, property holding, and investment holding[6](index=6&type=chunk) - During the reporting period, the Group sold a subsidiary engaged in temperature-controlled warehousing and related services, and in prior years, subsidiaries engaged in personal care products, compliance advisory services, finance lease, and factoring businesses were sold and presented as discontinued operations[6](index=6&type=chunk) [Financial Review](index=8&type=section&id=Financial%20Review) The Group's financial performance saw a slight revenue decrease but improved gross profit and a narrowed loss attributable to equity holders, maintaining a stable liquidity position Key Financial Indicators Summary (For the six months ended June 30, 2023) | Indicator | H1 2023 | H1 2022 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 241.2 HKD million | 242.7 HKD million | -0.6% | | Gross Profit | 54.4 HKD million | 45.8 HKD million | +18.7% | | Gross Margin | 22.6% | 18.9% | +3.7 percentage points | | Administrative Expenses | 47.6 HKD million | 37.8 HKD million | +26.0% | | Loss attributable to equity holders | (20.4) HKD million | (69.9) HKD million | Loss narrowed | | Basic loss per share | (0.90) HK cents | (3.08) HK cents | Loss narrowed | - The Group changed its functional and presentation currency from RMB to HKD effective September 1, 2022, to better reflect its business focus in Hong Kong[32](index=32&type=chunk)[35](index=35&type=chunk) - As of June 30, 2023, the Group's cash and bank balances were approximately **HKD 363 million**, with a current ratio of **2.7** and a gearing ratio of **28.8%**, indicating stable liquidity[53](index=53&type=chunk)[63](index=63&type=chunk) - During the reporting period, the Group sold its entire interest in Greater China Cold Chain Logistics Limited for **HKD 2.3 million**, recognizing a disposal gain of approximately **HKD 1.1 million**[48](index=48&type=chunk) [Future Outlook](index=13&type=section&id=Future%20Outlook) The Group plans cautious business development, focusing on high-margin products in catering, asset-backed credit cards in financial services, and property redevelopment, while seeking new investment opportunities - Catering business: To address inflation and geopolitical challenges, the Group will expand high-margin products and collaborate with diverse suppliers to control costs[73](index=73&type=chunk) - Financial business: Optimistic about the prospects of Hong Kong's financial services industry, the Group will focus on investing in and developing asset-backed credit card business and providing support services for SMEs[75](index=75&type=chunk) - Property holding: The Group plans to redevelop its land parcel in Yuen Long, Hong Kong, with conditional government approval already obtained for redevelopment plans for part of the land[76](index=76&type=chunk) [Employees and Remuneration](index=14&type=section&id=Employees%20and%20Remuneration) As of June 30, 2023, the Group employed 81 staff members, with remuneration determined by individual performance, qualifications, and market trends, supported by an MPF scheme and a share option scheme to incentivize employees - As of June 30, 2023, the Group's employee count was **81**, a slight decrease from **84** at the end of 2022[77](index=77&type=chunk) - The Group has an MPF scheme and adopted a share option scheme in June 2021 to incentivize and reward employees and other eligible participants[77](index=77&type=chunk)[79](index=79&type=chunk) [Dividends](index=15&type=section&id=Dividends) The Board resolved not to declare any interim dividend for the six months ended June 30, 2023 - No interim dividend was declared for this reporting period, consistent with the prior period[80](index=80&type=chunk) [Unaudited Condensed Consolidated Interim Financial Statements](index=16&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section presents the unaudited condensed consolidated interim financial statements, including the statement of profit or loss, financial position, changes in equity, cash flows, and detailed notes on accounting policies and segment information [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=16&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2023, the Group recorded a loss for the period of HKD 12.6 million, significantly narrowed from HKD 67.6 million in the prior period, with continuing operations contributing a loss of HKD 13.1 million and discontinued operations a profit of HKD 0.6 million, resulting in a loss attributable to equity holders of HKD 20.4 million Consolidated Statement of Profit or Loss Summary (For the six months ended June 30) | Item (HKD thousand) | 2023 (Unaudited) | 2022 (Unaudited, Restated) | | :--- | :--- | :--- | | **Continuing Operations** | | | | Revenue | 241,174 | 242,674 | | Gross Profit | 54,432 | 45,839 | | Loss before tax | (9,067) | (13,692) | | Loss for the period | (13,143) | (16,268) | | **Discontinued Operations** | | | | Profit/(Loss) for the period | 573 | (51,373) | | **Total** | | | | **Loss for the period** | **(12,570)** | **(67,641)** | | Loss attributable to equity holders of the Company | (20,411) | (69,949) | [Condensed Consolidated Statement of Financial Position](index=18&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2023, the Group's total assets were HKD 931.1 million, total liabilities were HKD 268.3 million, and net assets were HKD 662.8 million, with net current assets of HKD 442 million and cash and bank balances of HKD 363 million, maintaining a stable financial position Consolidated Statement of Financial Position Summary | Item (HKD thousand) | June 30, 2023 (Unaudited) | December 31, 2022 (Audited) | | :--- | :--- | :--- | | **Total Assets** | **931,105** | **913,430** | | Non-current assets | 229,973 | 203,616 | | Current assets | 701,132 | 709,814 | | **Total Liabilities** | **268,308** | **254,280** | | Current liabilities | 259,026 | 248,325 | | Non-current liabilities | 9,282 | 5,955 | | **Net Assets** | **662,797** | **659,150** | | **Total Equity** | **662,797** | **659,150** | [Condensed Consolidated Statement of Changes in Equity](index=20&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2023, equity attributable to equity holders of the Company slightly decreased from HKD 625.2 million at the beginning of the period to HKD 621.6 million, while total equity increased from HKD 659 million to HKD 663 million, primarily due to a loss for the period of HKD 20.4 million and a fair value gain of HKD 16.7 million on financial assets at fair value through other comprehensive income - During the reporting period, equity attributable to equity holders of the Company decreased by **HKD 3.7 million**, from **HKD 625.2 million** to **HKD 621.6 million**[90](index=90&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=22&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) During the reporting period, the Group generated net cash inflow from operating activities of HKD 67.3 million, compared to a net outflow of HKD 116.2 million in the prior period, with net cash inflow from investing activities of HKD 2.5 million and net cash outflow from financing activities of HKD 14.0 million, resulting in cash and cash equivalents of HKD 362.7 million at period-end, an increase of HKD 55.8 million from the beginning of the period Consolidated Statement of Cash Flows Summary (For the six months ended June 30) | Item (HKD thousand) | 2023 (Unaudited) | 2022 (Unaudited, Restated) | | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 67,333 | (116,168) | | Net cash from investing activities | 2,472 | 9,989 | | Net cash (used in)/from financing activities | (13,970) | 4,009 | | **Net increase/(decrease) in cash and cash equivalents** | **55,835** | **(102,170)** | | Cash and cash equivalents at beginning of period | 307,094 | 445,293 | | **Cash and cash equivalents at end of period** | **362,723** | **334,608** | [Notes to the Condensed Consolidated Interim Financial Statements](index=23&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) The notes to the financial statements detail accounting policies, segment information, revenue composition, and specifics of assets and liabilities, including the Group's three continuing operating segments (catering, financial services, and property holding), revenue primarily from catering, details of discontinued operations, and the composition and aging analysis of trade receivables - The Group's continuing operations are divided into three reportable segments: catering, financial services, and property holding[109](index=109&type=chunk)[111](index=111&type=chunk) - During the reporting period, the Group sold Greater China Cold Chain Logistics Limited, which, along with personal care products and certain financial businesses, was classified as discontinued operations[125](index=125&type=chunk)[161](index=161&type=chunk) - As of June 30, 2023, total trade receivables were **HKD 75.0 million**, a significant decrease from **HKD 136.8 million** at the beginning of the year, primarily due to a reduction in receivables from margin clients[60](index=60&type=chunk)[137](index=137&type=chunk) [Supplementary Information to Interim Report](index=49&type=section&id=Supplementary%20Information%20to%20Interim%20Report) This section provides supplementary information including details on the share option scheme, directors' and major shareholders' interests, and corporate governance practices [Share Option Scheme](index=49&type=section&id=Share%20Option%20Scheme) As of June 30, 2023, the Company had 46,400,000 outstanding share options, with no new grants, exercises, cancellations, or lapses during the reporting period, and Executive Director Mr Chan Hoi Tik holding 18,000,000 share options - As of the end of the reporting period, there were **46,400,000** outstanding share options, with no changes during the period[178](index=178&type=chunk) [Directors' and Chief Executive's Interests and Major Shareholders' Interests](index=50&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Major%20Shareholders'%20Interests) As of June 30, 2023, Executive Director Mr Lau Ka Ho held 18,000,000 ordinary shares (0.79%), Executive Director Mr Chan Hoi Tik held 18,000,000 share options, and major shareholder Golden Sparkle Limited (controlled by Mr Lai Wai Lam) held 551,686,500 shares, representing 24.25% of the issued share capital - Executive Director Mr Lau Ka Ho beneficially owned **18,000,000** ordinary shares, representing **0.79%** of the share capital[181](index=181&type=chunk) - Major shareholder Mr Lai Wai Lam, through his controlled corporation Golden Sparkle Limited, held **551,686,500** shares, representing **24.25%** of the share capital[184](index=184&type=chunk) [Corporate Governance](index=52&type=section&id=Corporate%20Governance) During the reporting period, the Company complied with most provisions of the Corporate Governance Code, with deviations primarily due to the absence of a Board Chairman, leading to a lack of separation between the Chairman and CEO roles and the Chairman's inability to attend the AGM, which the Board aims to address by identifying a suitable candidate soon - The Company deviated from the Corporate Governance Code provisions regarding the Board Chairman's attendance at the Annual General Meeting (Rule F.2.2) and the separation of Chairman and Chief Executive Officer roles (Rule C.2.1) due to the temporary absence of a Board Chairman[189](index=189&type=chunk)[190](index=190&type=chunk) [Audit Committee](index=53&type=section&id=Audit%20Committee) The Company's Audit Committee, comprising three independent non-executive directors, reviewed the unaudited condensed consolidated results for the period and discussed related financial reporting matters - The Audit Committee has reviewed this interim financial report[195](index=195&type=chunk)

Financial Performance - The group's revenue from continuing operations was approximately HKD 509.4 million, a decrease of about 15.5% compared to HKD 602.7 million for the year ended December 31, 2021[8]. - The loss attributable to equity holders of the company was approximately HKD 88.9 million, compared to a loss of HKD 104.9 million in the same period of 2021[8]. - The restaurant services segment contributed approximately HKD 429.5 million to total revenue, a decrease of about 13.6% from HKD 497.4 million in the previous year[11]. - The gross profit from restaurant services was approximately HKD 49.4 million, down from approximately HKD 51.2 million, with a gross margin increase to about 11.5%[11]. - The financial services segment contributed approximately HKD 69.0 million to total revenue, a decrease of about 26.6% from HKD 94.0 million in the previous year[12]. - The financial services segment recorded a loss of approximately HKD 8.6 million, compared to a profit of approximately HKD 26.3 million in the previous year[13]. - The group's total revenue for the reporting period was approximately HKD 509.4 million, a decrease of about 15.5% compared to HKD 602.7 million for the year ended December 31, 2021[44]. - The gross profit for the reporting period was approximately HKD 104.3 million, down about 18.8% from HKD 128.5 million for the year ended December 31, 2021[45]. - The gross profit margin decreased by approximately 0.8% to about 20.5% compared to 21.3% for the year ended December 31, 2021[48]. - The net loss attributable to equity holders for the reporting period was approximately HKD 88.9 million, with a net loss margin of about 17.4%[61]. Business Segments - The personal care products segment contributed total revenue of approximately HKD 392.0 million, a decline of about 34.8% from HKD 601.4 million for the year ended December 31, 2021[39]. - The financing leasing and factoring business contributed total revenue of approximately HKD 1.5 million, a decrease of about 85.1% from HKD 10.0 million for the year ended December 31, 2021[42]. - The lending business recorded a revenue of approximately HKD 1.5 million, down from HKD 5.1 million as of December 31, 2021[27]. - The lending business incurred a loss of approximately HKD 7.4 million, compared to a profit of approximately HKD 1.9 million as of December 31, 2021[30]. - The property holding business recorded a segment loss of approximately HKD 35.2 million, compared to HKD 12.9 million for the year ended December 31, 2021[35]. - An impairment loss of approximately HKD 25.8 million was recognized for properties under development during the reporting period, compared to HKD 3.7 million for the year ended December 31, 2021[36]. - The segment providing temperature-controlled storage and related services contributed total revenue of approximately HKD 10.8 million, a decrease of about 4.1% from HKD 11.3 million for the year ended December 31, 2021[38]. Corporate Strategy and Outlook - The company plans to continue exploring opportunities to expand its investments in the financial services sector, leveraging Hong Kong's unique position as a bridge between China and the rest of the world[9]. - The company will adopt a prudent approach to business development, focusing on enhancing and diversifying its business portfolio in response to ongoing challenges such as COVID-19 recovery and global inflation[9]. - The group plans to expand its restaurant services by increasing the range of high-margin products and seeking different procurement regions to control costs[87]. - The group aims to enhance brand awareness and explore potential opportunities in the food processing sector, including acquisitions or establishing processing plants[87]. - The outlook for 2023 indicates that geopolitical conflicts and inflation risks may continue to suppress global investor sentiment, while domestic demand in mainland China is expected to recover[88]. - The group will maintain a cautious approach in managing its securities investment portfolio amid market volatility[88]. - The group is optimistic about the financial services industry in Hong Kong, leveraging its unique position as a hub for offshore RMB business, with a focus on expanding financial operations[90]. - The group plans to redevelop properties in Yuen Long, Hong Kong, with applications submitted to the government, anticipating no legal obstacles to approvals[90]. Corporate Governance - The company has adopted the corporate governance code principles and believes it has complied with the code provisions for the year ended December 31, 2022, except for specific provisions regarding the roles of the chairman and the CEO[107]. - The board consists of six directors, with two being female, representing approximately 33.3% of the board members, and the company aims to increase the proportion of female members in the future[115]. - The board is responsible for leading, monitoring, and managing the company, ensuring effective operations and growth, and enhancing shareholder value[108]. - The company has not appointed a chairman for the board as of December 31, 2022, and the CEO has acted as the chairman during the annual general meeting[117]. - The company has established a policy to ensure the independence of the board and will review the implementation and effectiveness of this policy annually[113]. - The board has three independent non-executive directors, meeting the requirement of having at least one with appropriate professional qualifications or accounting expertise[112]. - The company emphasizes the importance of good corporate governance practices for maintaining investor confidence and sustainable development[106]. - The board regularly reviews the powers and responsibilities delegated to senior management to ensure effective governance[108]. Risk Management - The risk management and internal control systems are designed to protect assets from misuse and unauthorized transactions, ensuring effective management of operational risks[155]. - The board is responsible for evaluating and determining the nature and extent of risks the group is willing to take to achieve its strategic objectives[157]. - The internal audit function is executed by a qualified professional firm, which assesses the effectiveness of the risk management and internal control systems[159]. - The company has adopted a whistleblowing policy to provide clear procedures for reporting misconduct or unethical behavior[159]. - The group has implemented credit and risk control policies for its securities business, particularly in margin financing, to enhance operational efficiency[162]. - The company has established policies to monitor concentration risk related to individual securities and margin clients, with regular stress testing conducted by the compliance team[167]. Shareholder Communication - The company emphasizes effective communication with shareholders, providing a platform for inquiries and maintaining transparency in operations[189]. - The company has established a website to facilitate communication with shareholders, offering access to business developments and financial information[189]. - The company ensures effective, equal, and timely communication of information to shareholders and investors[198]. - The company encourages shareholders to receive communications electronically to promote timely communication and environmental protection[200]. - Shareholders have the right to propose resolutions at general meetings and can convene special meetings[200]. - The company provides a website (www.pfh.hk) for shareholders to access information, including financial reports and announcements[200]. - The board members and appropriate management will attend the annual general meeting to address shareholder inquiries[200]. - The company has implemented the shareholder communication policy effectively in 2022[199].

Financial Services Development - The net amount raised from the placement was approximately HKD 24.3 million, fully utilized for the development of financial services, including enhancing the group's guarantee financing operations[5]. Share Options - As of December 31, 2021, a total of 72 million share options were granted to directors, 48 million to employees, and 39 million to consultants under the 2011 share option plan[8]. - The fair value of the share options granted to directors was approximately HKD 2.51 million, to employees was about HKD 1.05 million, and to consultants was around HKD 1.68 million[10]. - The expected volatility used in the option pricing model was 58.63%, with a risk-free rate of 0.63%[11]. - The company decided to pay consulting fees in cash instead of share options due to business reasons, leading to the cancellation of the options granted to consultants[18]. Loans and Borrowing - As of December 31, 2021, the company had 14 outstanding unsecured loans totaling approximately RMB 19.0 million, with an average effective annual interest rate of 19.3% and terms ranging from 12 to 120 months[32]. - The company also had 1 outstanding secured loan amounting to approximately RMB 3.5 million, with an effective annual interest rate of 10.0% and a term of 12 months[32]. - The collateral for the secured loan is non-listed shares valued at approximately RMB 2,155,000 from a company registered in Singapore[32]. - The primary sources of potential borrowers are existing customers, employees, or referrals from business partners[20]. - The company conducts thorough credit risk assessments for potential borrowers, considering factors such as repayment history and financial status[21][23]. - Loan terms are determined based on various factors, including the borrower's credit history and market conditions, with higher rates for unsecured loans compared to secured loans[24]. - The company closely monitors repayment records of receivables and conducts reviews every six months[27]. - In case of default, the company issues reminders after 7 days of non-payment and may engage external collection agencies if no response is received within 90 days[28]. - The company does not require potential borrowers to meet minimum asset or income thresholds, but lower income or net worth may result in higher assessed credit risk[23]. - The total outstanding loans as of December 31, 2021, amounted to RMB 28,853,915, with a net amount of RMB 22,539,490 after accounting for confirmed impairment losses of RMB 6,314,425[36]. - Approximately 23% (around RMB 6,524,000) of the outstanding loans are concentrated in the largest borrower, while 77% (approximately RMB 22,315,000) are concentrated in the top five borrowers[47]. - The company has conducted bankruptcy investigations on borrowers every six months, resulting in a write-off of approximately RMB 0.6 million for the year ended December 31, 2021[47]. Financing Leasing and Factoring - The financing leasing and factoring business primarily operates through Tianyi Financing Leasing (Shenzhen) Co., Ltd., focusing on individual customers and mobile industry enterprises[50]. - The financing leasing agreements typically range from 3 to 36 months, with loan amounts generally not exceeding RMB 10,000[50]. - The interest rates for financing leases are determined at the contract date and include guaranteed residual values[50]. - As of the announcement date, there are eight outstanding loans that are in default[39]. - The company is negotiating revised repayment plans with several borrowers, and legal actions may be initiated if positive outcomes are not achieved[36]. - The company has made provisions for expected credit losses based on historical loss rates and forward-looking macroeconomic data[47]. - All outstanding loans do not constitute a notifiable transaction under the Listing Rules[47]. - As of December 31, 2021, the company had 9,579 outstanding financing lease receivables amounting to RMB 85 million, with an average effective annual interest rate of approximately 41.7%[54]. - The company also reported 31 outstanding factoring receivables totaling RMB 24 million, with an average effective annual interest rate of about 21.3%[54]. - The largest lessee accounted for approximately 0.06% (around RMB 11,000) of the financing lease receivables, while the top five lessees represented about 0.28% (around RMB 52,000)[54]. - In the factoring business, the largest customer accounted for approximately 16.35% (around RMB 388,000) of the receivables, and the top five customers made up about 53.47% (around RMB 1,268,000)[54]. - The company recognized an impairment loss provision for financing lease receivables of approximately RMB 7.5 million during the year, primarily due to increased default rates linked to the economic slowdown caused by the COVID-19 pandemic[54].

Revenue Performance - The personal care products segment generated total revenue of approximately RMB 181.3 million, a decrease of about 2.8% compared to RMB 186.5 million in the same period last year, with a segment loss of approximately RMB 35.4 million[19]. - The food and beverage services segment contributed total revenue of approximately RMB 180.0 million, an increase of about 7.8% from RMB 167.0 million in the previous year, with a segment profit of approximately RMB 4.3 million[20]. - The financial services segment generated total revenue of approximately RMB 22.6 million, a decrease of about 49.3% from RMB 44.5 million in the same period last year, resulting in a segment loss of approximately RMB 8.6 million[21][22]. - The group’s revenue for the reporting period was approximately RMB 388.4 million, a decrease of about 3.6% compared to RMB 403.0 million for the period ending June 30, 2021[43]. - Total revenue for the six months ended June 30, 2022, was RMB 388,354,000, a decrease from RMB 402,954,000 for the same period in 2021, representing a decline of approximately 3.9%[132]. Profit and Loss - The group recorded a total profit of approximately RMB 15.0 million for the reporting period, compared to RMB 11.2 million for the period ending June 30, 2021[28]. - The gross profit for the reporting period was approximately RMB 71.3 million, a decrease of about 32.0% from RMB 104.9 million for the same period last year[44]. - The group recorded a loss of approximately RMB 6.6 million from lending, leasing, and factoring businesses, compared to a loss of RMB 0.1 million for the period ending June 30, 2021[37]. - The company reported a net loss attributable to equity holders of approximately RMB 52.2 million for the period, compared to a net loss of RMB 31.4 million for the same period in 2021, resulting in a net loss margin of approximately 13.4%[58]. - The group reported a pre-tax loss of RMB 52,233,000 for the six months ended June 30, 2022, compared to a loss of RMB 31,364,000 for the same period in 2021, representing a year-on-year increase of 66.5%[149]. Expenses and Costs - Administrative expenses for the reporting period were approximately RMB 80.8 million, an increase of about 16.5% from RMB 69.3 million for the period ending June 30, 2021[51]. - Total employee costs increased to RMB 64,617,000 in the first half of 2022, up from RMB 50,739,000 in the same period of 2021, reflecting a rise of 27.3%[149]. - Research and development costs amounted to RMB 16,830,000 for the six months ended June 30, 2022, compared to RMB 14,299,000 in the prior year, marking an increase of 17.7%[143]. - The cost of goods sold for the six months ended June 30, 2022, was RMB 307,652,000, up from RMB 287,467,000 in the same period of 2021, an increase of 7.0%[143]. Assets and Liabilities - As of June 30, 2022, the total assets as of June 30, 2022, amounted to RMB 2,552,254,000, a significant increase from RMB 882,598,000 as of December 31, 2021[101]. - The company’s total assets in the financial services segment reached RMB 2,103,771 thousand as of June 30, 2022, indicating a strong position in this area[128]. - The company’s total liabilities decreased from RMB 674,261,000 at the end of 2021 to RMB 629,217,000 as of June 30, 2022, indicating a reduction of about 6.7%[104]. - Trade payables and notes payable as of June 30, 2022, were approximately RMB 2,060.4 million, significantly up from RMB 358.1 million as of December 31, 2021[74]. Cash Flow - The net cash used in operating activities for the six months ended June 30, 2022, was RMB (79,093) thousand, compared to RMB (7,529) thousand for the same period in 2021, indicating a significant decline in operational cash flow[112]. - The net cash generated from investing activities was RMB 6,954 thousand for the six months ended June 30, 2022, a recovery from RMB (20,036) thousand in the previous year[112]. - The total cash and cash equivalents at the end of the period were RMB 284,803 thousand, a decrease from RMB 339,014 thousand at the end of the previous year[112]. Shareholder Information - The company did not declare any interim dividend for the six months ended June 30, 2022, consistent with the previous year[94]. - The weighted average number of ordinary shares used to calculate basic loss per share increased to 2,274,123,000 for the six months ended June 30, 2022, compared to 1,831,206,000 in 2021, an increase of 24.2%[149]. - The company has established a stock option plan to reward eligible participants contributing to its operations, which was active until June 21, 2021[172]. Future Plans and Strategies - The group plans to continue providing specialized financial solutions and professional services related to financial products and funds in the future[30]. - The group plans to enhance its restaurant services by expanding product offerings and seeking different procurement regions to mitigate supply chain challenges due to COVID-19[86]. - The company plans to strengthen its guarantee financing business operations and explore potential acquisition and investment opportunities[63]. - The company plans to continue focusing on market expansion and new product development to enhance revenue streams in the upcoming periods[129].

Financial Performance - The group's revenue for the year ended December 31, 2021, was approximately RMB 1,010.5 million, a decrease of about 14.0% compared to RMB 1,175.0 million for the year ended December 31, 2020[6]. - The loss attributable to equity holders for the year was approximately RMB 90.6 million, compared to a loss of RMB 33.9 million in the previous year[6]. - The basic loss per share was RMB 4.4 cents, compared to RMB 1.9 cents in the previous year[6]. - The group's total revenue for the reporting period was approximately RMB 1,010.5 million, a decrease of about 14.0% compared to RMB 1,175.0 million for the year ended December 31, 2020[41]. - The gross profit for the group was approximately RMB 206.3 million, down about 19.1% from RMB 255.0 million for the year ended December 31, 2020[42]. - The gross profit margin decreased by approximately 1.3% to about 20.4%, compared to 21.7% for the year ended December 31, 2020[42]. - The group recorded a net loss attributable to equity holders of approximately RMB 90.6 million, compared to a net loss of RMB 33.9 million for the year ended December 31, 2020, resulting in a net loss margin of about 9.0%[53]. Segment Performance - The personal care products segment generated total revenue of approximately RMB 499.3 million, a decline of about 32.2% from RMB 736.9 million in the previous year[12]. - The gross profit for the personal care products segment was approximately RMB 94.1 million, down about 41.6% from RMB 161.1 million in the previous year[12]. - The gross profit margin for the personal care products segment decreased by approximately 3.1% to about 18.8% due to increased manufacturing costs[12]. - The personal care products segment recorded a loss of approximately RMB 54.8 million, compared to a loss of RMB 17.6 million in the previous year[12]. - The catering services segment contributed approximately RMB 412.9 million in total revenue, an increase of about 17.2% compared to RMB 352.4 million for the year ended December 31, 2020[13]. - The total gross profit for the catering services was approximately RMB 42.5 million, a decrease of about RMB 5.7 million from RMB 48.2 million for the year ended December 31, 2020, resulting in a gross margin of approximately 10.3%, down about 3.4% year-on-year[13]. - The financial services segment generated total revenue of approximately RMB 88.9 million, a significant increase of about 56.0% from RMB 57.0 million for the year ended December 31, 2020[15]. - The securities investment business recorded a loss of approximately RMB 3.1 million, compared to a profit of approximately RMB 10.7 million for the year ended December 31, 2020, due to global market volatility[19]. - The securities brokerage, asset management, and professional services business achieved revenue of approximately RMB 76.1 million, up from RMB 31.2 million for the year ended December 31, 2020, driven by increased demand for fund establishment and management services[20]. - The lending, leasing, and factoring business recorded revenue of approximately RMB 12.5 million, a slight decrease from RMB 13.8 million for the year ended December 31, 2020, as resources were reallocated to securities brokerage and asset management[24]. - The lending segment reported a loss of approximately RMB 18.2 million, compared to a profit of approximately RMB 0.6 million for the year ended December 31, 2020[28]. - The property holding segment recorded a loss of approximately RMB 10.7 million, an improvement from a loss of approximately RMB 16.5 million for the year ended December 31, 2020[31]. - The trade and temperature-controlled warehousing segment contributed total revenue of approximately RMB 9.4 million, down from RMB 28.7 million for the year ended December 31, 2020[35]. - The trade business did not contribute any revenue during the reporting period, compared to RMB 10.7 million for the year ended December 31, 2020, due to a strategic focus on developing other more promising business segments[37]. Business Strategy and Development - The company plans to continue strengthening and developing its diversified business portfolio in a sustainable manner in 2022[6]. - The company will review the performance of its existing businesses and adopt a prudent approach to business development[6]. - The group plans to cautiously develop its restaurant services business due to high procurement costs and operational difficulties caused by COVID-19 restrictions[77]. - The group aims to expand into the financial services sector, leveraging Hong Kong's unique advantages as an offshore RMB business hub[79]. - The board intends to strengthen the capital base of its wholly-owned subsidiary, Aggregated Financial Services, to enhance the group's financial services business[80]. - The group will continue to review the performance of its existing businesses and consider expanding into potential segments to enhance profitability and shareholder value[81]. - The group is open to considering other investment opportunities as appropriate, in line with the listing rules[81]. - The group is committed to enhancing its operational efficiency and exploring new business avenues for future growth[81]. Governance and Compliance - The company has adopted the corporate governance code principles as outlined in the listing rules, ensuring compliance with governance standards[104]. - The board of directors consists of three independent non-executive directors, meeting the requirement of at least one-third representation[108]. - The company emphasizes the importance of good corporate governance practices for maintaining investor confidence and sustainable development[103]. - The board is responsible for overseeing the company's business, strategic decisions, and performance to enhance shareholder value[105]. - The company has experienced a leadership transition, with the former chairman resigning on June 30, 2021, and the board is in the process of identifying a suitable replacement[114]. - The company’s executive directors are responsible for different business functions, leveraging their expertise to drive the group's objectives[109]. - The company has ensured that all independent non-executive directors are independent according to the listing rules[110]. - The company’s management team has extensive experience in their respective fields, contributing to effective operational management[101]. - The company is committed to transparency and accountability in its operations, as reflected in its governance practices[103]. - The company’s governance practices are regularly reviewed to ensure alignment with operational growth and business needs[105]. - The board held a total of 9 meetings, with attendance rates for individual directors ranging from 9/9 to 10/10 for board meetings[120]. - The company has adopted a standard code for securities trading, confirming that all directors complied with it during the fiscal year ending December 31, 2021[125]. - The board has established five committees to oversee specific aspects of the company, including an executive committee and an audit committee[129]. - The company provided regular updates and training to directors on business operations and corporate governance matters[118]. - The investment and credit committee held 12 meetings during the fiscal year, indicating active oversight in this area[121]. - The company has a written guideline for employees regarding securities trading, which is not less stringent than the standard code[126]. - The board is responsible for reviewing and monitoring compliance with legal and regulatory requirements[127]. - The company ensures that all directors are aware of their responsibilities and obligations under the listing rules and relevant regulations[118]. Employee and Social Responsibility - The group employed 1,039 employees as of December 31, 2021, compared to 1,013 employees as of December 31, 2020, indicating a growth of approximately 2.6% in workforce[83]. - The group emphasizes employee development and provides opportunities for skill enhancement[184]. - The group has established a mandatory provident fund plan, contributing 5% of each employee's relevant income, with a monthly contribution cap of HKD 30,000[83]. - The group made donations totaling approximately RMB 2.4 million during the year ending December 31, 2021[188]. - The group has established long-term relationships with multiple suppliers, ensuring compliance with product quality and ethical commitments[187]. Financial Position and Capital Management - The group’s cash and bank balances as of December 31, 2021, were approximately RMB 364.2 million, compared to RMB 359.2 million as of December 31, 2020[55]. - The group’s significant capital expenditures for the reporting period were approximately RMB 25.2 million, down from RMB 45.9 million for the year ended December 31, 2020[54]. - The group’s total liabilities to total assets ratio was approximately 48.6% as of December 31, 2021, slightly down from 49.4% as of December 31, 2020[69]. - The group’s bank borrowings amounted to approximately RMB 72.6 million as of December 31, 2021, an increase from RMB 50.0 million as of December 31, 2020[70]. - The company will consider the group's financial condition, cash needs, and market conditions when deciding on dividend payments[182]. - The board decided not to declare any final dividend for the year ended December 31, 2021, consistent with the previous year[85]. - As of December 31, 2021, the distributable reserves of the company were approximately RMB 259,029,000[179]. Risk Management and Environmental Compliance - The company is committed to monitoring risks related to economic conditions, foreign exchange policies, and raw material prices[176]. - The company has established an environmental safety department to oversee compliance with environmental laws and regulations[177]. - The company has a dedicated plan to address environmental emergencies and ensure compliance with applicable environmental standards[177]. - The risk management and internal control systems were deemed effective and sufficient after a review by the Board[155]. Miscellaneous - The group has no significant management or administrative contracts in place for the year[196]. - The group has no directors with interests in any competing businesses during the year[198]. - The group recorded sales to its top five customers amounting to 49% of total sales for the year, with the largest customer accounting for 16% of total sales[183]. - The new stock option plan adopted on June 25, 2021, is valid for 10 years, with no options granted yet under this plan[200]. - The group has a nationwide marketing team capable of closely collaborating with international clients[185].

Revenue Performance - The personal care products segment generated total revenue of approximately RMB 186.5 million, a decrease of about 23.0% compared to RMB 242.4 million in the same period last year[25]. - The catering services segment contributed total revenue of approximately RMB 161.9 million, a decrease of about 5.3% from RMB 171.0 million in the previous year[26]. - The financial services segment reported total revenue of approximately RMB 44.5 million, an increase approximately 176.3% from RMB 16.1 million in the same period last year[28]. - The securities brokerage, asset management, and professional services business generated revenue of approximately RMB 33.6 million, an increase from RMB 7.6 million in the same period last year[32]. - The trade business contributed total revenue of approximately RMB 10.1 million, an increase of about 54.2% compared to RMB 6.5 million for the same period last year[40]. - The group's revenue for the period was approximately RMB 403.0 million, a decrease of about 7.6% compared to RMB 436.0 million for the same period last year[43]. - Total revenue for the six months ended June 30, 2021, was RMB 402,954 thousand, a decrease of 7.6% from RMB 436,015 thousand in the same period of 2020[128]. Profit and Loss - The group recorded a net loss attributable to equity holders of approximately RMB 31.4 million, compared to a net loss of RMB 0.6 million for the same period last year, resulting in a net loss margin of approximately 7.8%[54]. - Gross profit for the period was approximately RMB 104.9 million, down about 5.6% from RMB 111.1 million for the same period last year, with a gross margin increase of 0.5% to approximately 26.0%[44]. - The group incurred a loss before tax of RMB 23,232,000, compared to a loss of RMB 611,000 in the previous year, indicating a significant decline in performance[87]. - The net loss for the period was RMB 28,861,000, compared to a loss of RMB 2,697,000 in the prior year, reflecting a substantial increase in losses[87]. - The adjusted segment loss for the financial services division was RMB 12,329,000, while the overall adjusted loss for the group was RMB 13,430,000[121]. - The company reported a pre-tax loss of RMB 31,364 thousand for the six months ended June 30, 2021, compared to a loss of RMB 645 thousand in the same period of 2020[144]. Expenses and Liabilities - Administrative expenses increased by approximately 40.4% to RMB 69.3 million, primarily due to increased wages and professional fees from the financial business[50]. - The group had outstanding unsecured loans of approximately RMB 17.6 million with an average effective annual interest rate of 29.8%[35]. - The group recorded impairment losses on receivables of approximately RMB 0.6 million, a significant decrease from RMB 6.5 million for the same period last year[36]. - The group’s financing costs increased to RMB 2,133,000 from RMB 1,827,000 in the previous year, indicating rising financial expenses[87]. - The total liabilities decreased to RMB 620,028 thousand as of June 30, 2021, down from RMB 677,458 thousand as of December 31, 2020, a reduction of 8.5%[95]. Assets and Cash Flow - Cash and bank balances as of June 30, 2021, were approximately RMB 339.0 million, compared to RMB 359.2 million as of December 31, 2020[57]. - The company’s total assets decreased to RMB 1,319,569 thousand from RMB 1,395,718 thousand, a decline of 5.5%[95]. - The company reported a net asset value of RMB 699,541 thousand as of June 30, 2021, down from RMB 723,260 thousand, a decrease of 3.3%[95]. - The company’s cash flow from operating activities showed a significant decline, indicating potential challenges in operational efficiency[105]. - The total cash and cash equivalents at the end of the period decreased to RMB 339,014 thousand from RMB 477,074 thousand in the prior year[105]. Business Strategy and Future Plans - The company plans to continue providing specialized financial solutions and professional services related to financial products and fund management in the future[33]. - The group plans to diversify its business portfolio and is exploring investment opportunities in the food service sector to enhance its financial performance[76]. - The group aims to expand into the financial services sector, leveraging Hong Kong's unique advantages as an offshore RMB business hub[78]. - The group plans to continue its lending business and focus on developing its financial services and potential acquisitions[38]. - The company aims to enhance its ability to recruit and retain talented employees through the new share option plan[170]. Share Options and Equity - The total number of issued and fully paid ordinary shares was 1,912,123 thousand shares, representing an increase from 1,810,123 thousand shares at the end of 2020, which is a growth of approximately 5.7%[167]. - The total proceeds from exercising all unexercised stock options would amount to approximately HKD 110,506,000[186]. - The company granted 159,000 options during the reporting period under the 2011 Share Option Scheme, with an average exercise price of HKD 0.084[182]. - The company has not issued any options under the 2021 Share Option Scheme since its adoption[171]. - The company’s share options do not confer any rights to dividends or voting at shareholder meetings[181].

(於開曼群島註冊成立之有限公司) 股份代號: 1259 2020 年度報告 目錄 版本。 | --- | --- | --- | |-----------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------|-------| | | | | | 公司資料 | 2 | | | 主席報告 | 3 | | | 管理層討論及分析 | 4 | | | 董事、公司秘書及高級管理層簡介 | 18 | | | 企業管治報告 | 21 | | | 董事會報告 | 36 | | | 獨立核數師報告 | 48 | | | 綜合損益及其他全面收益表 | 57 | | | 綜合財務狀況表 | 60 | | | | | | | 綜合權益變動表 | 62 | | | 綜合現金流量表 | 64 | | | 財務報表附註 ...

Revenue Performance - The personal care products segment generated total revenue of approximately RMB 242.4 million for the six months ended June 30, 2020, an increase of about 47.2% compared to RMB 164.6 million for the same period last year[7]. - The catering services segment contributed approximately RMB 171.0 million in total revenue, a significant increase from RMB 25.0 million as of June 30, 2019[18]. - The group's total revenue from continuing operations was approximately RMB 436.0 million, representing a year-on-year increase of approximately 56.2% from RMB 279.2 million[28]. - The group reported total segment revenue of RMB 436,015 thousand for the six months ended June 30, 2020[111]. Profit and Loss - The lending business contributed total revenue of approximately RMB 7.1 million, a decrease of about 60.3% from RMB 18.0 million in the same period last year, while segment profit increased by approximately 425.2% to RMB 7.7 million[8]. - The property holding segment recorded a loss of approximately RMB 10.1 million, compared to a loss of RMB 0.3 million in the same period last year[17]. - The group reported a loss from continuing operations of RMB 2,697 thousand for the six months ended June 30, 2020, compared to a loss of RMB 74,789 thousand for the same period in 2019[78]. - The company reported a net loss attributable to equity holders of approximately RMB 0.6 million, compared to a net loss of RMB 75.3 million for the period ended June 30, 2019, resulting in a net loss margin of about 0.1% versus 26.5% previously[52]. Expenses - Selling and distribution expenses were approximately RMB 60.6 million, an increase of approximately 140.2% from RMB 25.2 million[38]. - Administrative expenses decreased to approximately RMB 49.4 million, down approximately 13.4% from RMB 57.0 million[39]. - The total financing costs for continuing operations decreased to RMB 1,827 thousand from RMB 3,131 thousand in the previous year, representing a reduction of 41.7%[133]. Assets and Liabilities - As of June 30, 2020, total assets amounted to RMB 876,262 thousand, an increase from RMB 756,851 thousand as of December 31, 2019, representing a growth of approximately 15.8%[83]. - Current liabilities increased to RMB 416,077 thousand from RMB 274,786 thousand, which is an increase of approximately 51.2%[84]. - The group had bank borrowings of approximately RMB 50.0 million as of June 30, 2020, compared to none on December 31, 2019[62]. Cash Flow - As of June 30, 2020, the company's cash and cash equivalents were approximately RMB 477.1 million, an increase from RMB 414.1 million as of December 31, 2019, indicating healthy liquidity[54]. - The net cash generated from operating activities was RMB 6,056 thousand, a significant improvement compared to a net cash used of RMB 127,715 thousand in the same period of 2019[94]. - The company reported a net cash outflow from investing activities of RMB 16,929 thousand for the six months ended June 30, 2020, compared to a net cash inflow of RMB 81,513 thousand in the same period of 2019[94]. Investments and Acquisitions - The company is in the process of acquiring 90% of the issued shares of Goldway Investment Hong Kong Limited and Goldway Asset Management Limited, with a total consideration of approximately HKD 27.968 million[42]. - The company completed the acquisition of all issued shares of Greater China Cold Chain Logistics Limited for a total consideration of HKD 800,000, paid in cash[46]. - The group has completed the acquisition of 60% of Ayasa Globo BVI, which holds all issued shares of Ayasa Globo Financial Services Limited, enhancing its presence in the financial services sector[73]. Employee and Compensation - The group employed 896 employees as of June 30, 2020, an increase from 861 employees on December 31, 2019[74]. - The group has established a competitive compensation package for employees, including a year-end bonus for outstanding performance[75]. - The group is committed to complying with social insurance contribution plans in China, which include pension, medical, and unemployment insurance[75]. Market Outlook - The group anticipates a challenging business environment for its trading operations due to economic uncertainties stemming from the COVID-19 pandemic[70]. - The group is optimistic about the property market in Hong Kong and is actively seeking potential investment and development opportunities[70]. - The group aims to maintain and enhance the value of its investment portfolio amid the current economic environment and international trade tensions[15].

未來發展控股有限公司 Prosperous Future Holdings Limited (於開曼群島註冊成立之有限公司) 股份代號: 1259 2019 年 度 報 告 目錄 公司資料 2 3 主席報告 管理層討論及分析 4 董事、公司秘書及高級管理層簡介 16 19 企業管治報告 董事會報告 34 獨立核數師報告 55 綜合損益及其他全面收益表 64 綜合財務狀況表 66 綜合權益變動表 68 綜合現金流量表 70 財務報表附註 72 財務資料概要 196 主要物業詳情 197 本年報之中英文版本均已上載到本公司網頁www.fd-holdings.com。 股東可於任何時間更改本公司之公司通訊（「公司通訊」）的語言版本選擇（中文、英文、或中文及英文）。 股東可將更改公司通訊語言版本選擇的書面通知提交到本公司之股份登記及過戶分處（即聯合證券登記有限公司，地址為香港北角英皇道338號華 懋交易廣場2期33樓3301-04室）。由於本年報之中文及英文版本被訂裝成單一冊子，已選擇只收取公司通訊的中文或英文版本的股東將收取本年 報之中文及英文版本。 2019年年度報告 02 公司資料 | --- | --- | ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's fundamental details, including its board, committees, registration, auditors, and primary business activities [Company Basic Information](index=3&type=section&id=Company%20Basic%20Information) This chapter outlines Future Development Holdings Limited's board members, committee structure, registration details, auditors, principal bankers, contact information, and its primary business as an investment holding company - Executive Directors include Mr. Choi Wah Lun (Chairman), Mr. Zhou Ling (Chief Executive Officer), and Mr. Lau Ka Ho (Chief Financial Officer, appointed on May 24, 2019)[5](index=5&type=chunk) - Mr. Lau Ka Ho was appointed Company Secretary on May 24, 2019, following the resignation of Mr. Leung Ho Ming[7](index=7&type=chunk) - The Group's principal business is investment holding, with subsidiaries engaged in manufacturing and selling personal care products, money lending, operating online platforms, trading commodities, securities investment, property holding and investment, and providing catering services[10](index=10&type=chunk)[83](index=83&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a comprehensive review of the Group's business and financial performance, future outlook, and key corporate updates [Business Review](index=4&type=section&id=Business%20Review) The Group's business segments showed mixed performance, with personal care products, online platform operations, and commodity trading experiencing revenue declines or expanded losses, while money lending saw revenue growth but reduced profit; securities investment recorded unrealized and realized losses, catering services achieved stable growth post-acquisition, and property holding experienced decreases in both revenue and profit - Personal care products business revenue was approximately **RMB 164.6 million**, an increase of approximately **7.0%** year-on-year, but recorded a loss of approximately **RMB 38.7 million**, with losses expanding primarily due to China's economic slowdown and consumer shift to e-commerce[11](index=11&type=chunk) - Money lending business revenue was approximately **RMB 18.0 million**, an increase of approximately **8.2%** year-on-year, but segment profit was approximately **RMB 1.5 million**, a decrease of approximately **66.6%** year-on-year[12](index=12&type=chunk) - Online platform operations revenue was approximately **RMB 5.2 million**, a decrease of approximately **40.9%** year-on-year, and recorded a profit of approximately **RMB 2.2 million**, a decrease of approximately **65.4%** year-on-year[13](index=13&type=chunk) - Commodity trading business revenue was approximately **RMB 71.3 million**, a decrease of approximately **16.0%** year-on-year, and recorded a loss of approximately **RMB 24.6 million** (June 30, 2018: loss of approximately RMB 0.3 million)[14](index=14&type=chunk)[16](index=16&type=chunk) - Securities investment business recorded a net unrealized loss of approximately **RMB 38.9 million** and a net realized loss of approximately **RMB 4.4 million**[17](index=17&type=chunk) - Catering services business recorded total revenue of approximately **RMB 25.0 million** (June 30, 2018: nil) after the acquisitions of Lucky International Group Limited and Greater China Cold Chain Logistics Limited, but recorded a segment loss of approximately **RMB 0.5 million**[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) The Group's turnover increased by 6.9% year-on-year, but gross profit and gross profit margin significantly decreased, leading to an expanded loss attributable to equity holders; two subsidiary acquisitions were completed to expand catering services, and funds were raised through share placements, maintaining healthy financial resources and liquidity despite increased impairment provisions for loans and trade receivables Turnover and Gross Profit Changes | Metric | 2019 (Unaudited) (RMB million) | 2018 (Unaudited) (RMB million) | Y-o-Y Change (%) | | :------------------ | :----------------------------- | :----------------------------- | :--------------- | | Turnover | 284.4 | 266.1 | 6.9% | | Gross Profit | 23.9 | 60.4 | (60.4%) | | Gross Profit Margin | 8.4% | 22.7% | (14.3%) | - Loss attributable to equity holders of the Company was approximately **RMB 75.3 million**, an increase of **47.7%** from RMB 51.0 million in the prior period; basic loss per share was approximately **RMB 5.3 cents** (June 30, 2018: RMB 4.4 cents)[41](index=41&type=chunk) - During the reporting period, the Group acquired **80% equity interest** in Lucky International Group Limited (consideration of **HKD 42 million**, partly paid by issuing shares) and **100% equity interest** in Greater China Cold Chain Logistics Limited (consideration of **HKD 800,000 cash**) to expand its catering services business[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) - On June 30, 2018, **80% equity interest** in Fujian Aijieli Daily Chemical Co., Ltd. was disposed of for a consideration of **RMB 12.0 million**, recognizing a disposal loss of **RMB 9.0 million**[40](index=40&type=chunk) - The Group's cash and cash equivalents were approximately **RMB 194.3 million** (December 31, 2018: RMB 218.9 million), with a current ratio of **1.4**, maintaining healthy liquidity[43](index=43&type=chunk) - The Group raised approximately **HKD 29.6 million** and **HKD 29.3 million** in 2018 and 2019 respectively through share placements, primarily for money lending business and inventory procurement for catering services[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) - Impairment loss provision for loans and interest receivable was approximately **RMB 5.0 million** (June 30, 2018: RMB 0.5 million), and for trade receivables and bills receivable was approximately **RMB 4.5 million** (June 30, 2018: nil)[48](index=48&type=chunk)[49](index=49&type=chunk) [Future Outlook](index=12&type=section&id=Future%20Outlook) The Group plans to strengthen and diversify its business portfolio, cautiously developing each segment amidst China's economic slowdown, trade frictions, and stock market volatility; personal care will focus on supply chain and product development, money lending will explore finance lease opportunities, property holding remains optimistic about the Hong Kong market, and catering services are expected to continue growing - The Group will continue to strengthen, develop, and expand its diversified business portfolio, further building a sustainable investment portfolio, adopting a prudent approach to business development in the current economic environment[59](index=59&type=chunk) - The personal care business faces challenging prospects, and the Group will strive to improve supply chain responsiveness and enhance product development capabilities[59](index=59&type=chunk) - The money lending business will explore expansion through participation in China's finance lease business to manage risks[59](index=59&type=chunk) - The Group remains optimistic about the development of Hong Kong's property market and intends to demolish and redevelop a plot of land in Yuen Long, Hong Kong[60](index=60&type=chunk) - Catering services business recorded stable growth after acquisitions, and the Directors believe that the outlook for Hong Kong's catering services industry remains positive with lower reliance on the PRC market[62](index=62&type=chunk) [Change of Company Name](index=13&type=section&id=Change%20of%20Company%20Name) Effective May 2, 2019, the Company changed its English name from 'China Child Care Corporation Limited' to 'Future Development Holdings Limited' and adopted the Chinese name '未來發展控股有限公司' - The Company's English name changed from 'China Child Care Corporation Limited' to 'Future Development Holdings Limited'[63](index=63&type=chunk) - The Chinese name '未來發展控股有限公司' was adopted as the Company's dual foreign name, replacing its former Chinese name '中國兒童護理有限公司'[63](index=63&type=chunk) - The aforementioned changes became effective from May 2, 2019[63](index=63&type=chunk) [Employees and Remuneration](index=13&type=section&id=Employees%20and%20Remuneration) As of June 30, 2019, the Group's employee count increased to 982; the company offers competitive remuneration packages, including basic salaries, year-end bonuses, and social insurance, and has a share option scheme to reward employee contributions - As of June 30, 2019, the Group employed **982 employees** (December 31, 2018: 921 employees)[64](index=64&type=chunk) - Remuneration packages include basic salaries, year-end bonuses, and participation in social insurance contribution schemes as required by the PRC government[64](index=64&type=chunk) - The Company adopted a share option scheme in June 2011 and updated its limits in June 2019 to reward employees who have contributed to the Group's success[64](index=64&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board resolved not to declare any interim dividend for the six months ended June 30, 2019 - The Board resolved not to declare any interim dividend for the six months ended June 30, 2019 (six months ended June 30, 2018: nil)[65](index=65&type=chunk) [Unaudited Condensed Consolidated Interim Financial Statements](index=14&type=section&id=Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section presents the Group's unaudited condensed consolidated interim financial statements, including the statement of profit or loss, financial position, changes in equity, and cash flows [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=14&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2019, the Group's revenue increased by 6.9% year-on-year, but a significant rise in cost of sales led to a 60.4% decrease in gross profit; loss for the period expanded, with loss attributable to equity holders of the Company increasing to RMB 75.3 million and basic loss per share at RMB 5.3 cents Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2019 (Unaudited) (RMB thousand) | 2018 (Unaudited) (RMB thousand) | Y-o-Y Change (%) | | :------------------------------------- | :------------------------------ | :------------------------------ | :--------------- | | Revenue | 284,416 | 266,055 | 6.9% | | Cost of sales | (260,481) | (205,623) | 26.7% | | Gross profit | 23,935 | 60,432 | (60.4%) | | Loss before tax | (72,578) | (46,161) | 57.2% | | Loss for the period | (73,440) | (47,911) | 53.3% | | Loss for the period attributable to equity holders of the Company | (75,337) | (50,998) | 47.7% | | Basic loss per share (RMB cents) | (5.3) | (4.4) | 20.5% | [Condensed Consolidated Statement of Financial Position](index=16&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2019, the Group's total assets and total liabilities both decreased, with non-current assets and current assets declining by 12.2% and 10.4% respectively; equity attributable to equity holders of the Company decreased by 12.3%, and total equity decreased by 11.0% Key Data from Condensed Consolidated Statement of Financial Position | Metric | June 30, 2019 (Unaudited) (RMB thousand) | December 31, 2018 (Audited) (RMB thousand) | Change (%) | | :------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------- | | Non-current assets | 614,245 | 698,990 | (12.2%) | | Current assets | 516,474 | 576,306 | (10.4%) | | **Total Assets** | **1,130,719** | **1,275,296** | **(11.4%)** | | Current liabilities | 361,420 | 412,652 | (12.4%) | | Non-current liabilities | (15,222) | (15,418) | (1.3%) | | **Total Liabilities** | **376,642** | **428,070** | **(12.0%)** | | Equity attributable to equity holders of the Company | 678,779 | 773,974 | (12.3%) | | Non-controlling interests | 75,298 | 73,252 | 2.8% | | **Total Equity** | **754,077** | **847,226** | **(11.0%)** | [Condensed Consolidated Statement of Changes in Equity](index=18&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2019, the Group's total equity was RMB 754,077 thousand, a decrease from the beginning of the period; total comprehensive expense attributable to equity holders of the Company was RMB 125,861 thousand, while share capital increased through the issuance of new shares - As of June 30, 2019, equity attributable to equity holders of the Company was **RMB 678,779 thousand**, a decrease from RMB 773,574 thousand as of December 31, 2018[77](index=77&type=chunk) - Total comprehensive expense attributable to equity holders of the Company for the period was **RMB 125,861 thousand**[77](index=77&type=chunk) - Issuance of new shares during the period resulted in an increase in share capital of **RMB 1,762 thousand**[77](index=77&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=20&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2019, the Group's net cash used in operating activities was RMB 127,715 thousand, net cash from investing activities was RMB 81,513 thousand, and net cash from financing activities was RMB 20,748 thousand, resulting in a net decrease in cash and cash equivalents of RMB 25,454 thousand Key Data from Condensed Consolidated Statement of Cash Flows | Metric | 2019 (Unaudited) (RMB thousand) | 2018 (Unaudited) (RMB thousand) | | :------------------------------------ | :------------------------------ | :------------------------------ | | Net cash used in operating activities | (127,715) | (76,918) | | Net cash from/(used in) investing activities | 81,513 | (6,009) | | Net cash from financing activities | 20,748 | 12,494 | | Net decrease in cash and cash equivalents | (25,454) | (70,433) | | Cash and cash equivalents at end of period | 194,264 | 153,034 | [Notes to the Condensed Consolidated Interim Financial Statements](index=21&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) These notes detail the basis of preparation, accounting policies (including the impact of initial adoption of IFRS 16 Leases), operating segment information, analysis of revenue and various expenses, as well as important financial information such as share capital, share option schemes, subsidiary acquisitions and disposals, related party transactions, and post-reporting period events [1. Company Information](index=21&type=section&id=1.%20Company%20Information) This section provides fundamental details about Future Development Holdings Limited, including its incorporation, listing, and diversified business activities through its subsidiaries - Future Development Holdings Limited (formerly 'China Child Care Corporation Limited') was incorporated in the Cayman Islands, with its shares listed on the Main Board of The Stock Exchange of Hong Kong Limited[83](index=83&type=chunk) - The Company's principal activity is investment holding, with diversified subsidiary businesses including manufacturing and selling personal care products, money lending, operating online platforms, trading commodities, securities investment, property holding, investment holding, and providing catering services[83](index=83&type=chunk) [2. Basis of Preparation and Accounting Policies](index=21&type=section&id=2.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) This section outlines the basis for preparing the interim financial statements, including compliance with IAS 34 and the initial adoption of IFRS 16 Leases - The unaudited condensed consolidated interim financial statements are prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' and the applicable disclosure requirements of Appendix 16 to the Listing Rules of the Stock Exchange[84](index=84&type=chunk) - IFRS 16 Leases was adopted for the first time in the current period, applied using the full retrospective method, with the date of initial application being January 1, 2019[84](index=84&type=chunk)[87](index=87&type=chunk) Impact of IFRS 16 Adoption on Statement of Financial Position | Metric | Increase/(Decrease) (Unaudited) (RMB thousand) | | :--------------------------------- | :--------------------------------------------- | | Increase in right-of-use assets | 19,962 | | Decrease in prepaid land lease payments | (10,511) | | Increase in total assets | 9,183 | | Increase in lease liabilities (non-current) | 8,146 | | Increase in lease liabilities (current) | 1,037 | | Increase in total liabilities | 9,183 | [3. Operating Segment Information](index=26&type=section&id=3.%20Operating%20Segment%20Information) This section provides a breakdown of the Group's performance across its diverse operating segments, including revenue and profit/loss contributions - The Group's operating segments include personal care products, money lending, operating online platforms, trading commodities, securities investment, property holding, and providing catering services[98](index=98&type=chunk) Segment Revenue for the Six Months Ended June 30, 2019 | Segment | Revenue (RMB thousand) | | :----------------------- | :--------------------- | | Personal care products | 164,640 | | Money lending | 17,965 | | Operating online platforms | 5,219 | | Trading commodities | 71,324 | | Securities investment | – | | Property holding | 248 | | Catering services | 25,020 | | **Total** | **284,416** | Segment (Loss)/Profit for the Six Months Ended June 30, 2019 | Segment | (Loss)/Profit (RMB thousand) | | :----------------------- | :--------------------------- | | Personal care products | (38,734) | | Money lending | 1,470 | | Operating online platforms | 2,205 | | Trading commodities | (24,577) | | Securities investment | (59) | | Property holding | (284) | | Catering services | (517) | | **Total** | **(60,496)** | [4. Revenue](index=29&type=section&id=4.%20Revenue) This section provides a detailed breakdown of the Group's revenue by source for the reporting period Analysis of Revenue Sources | Revenue Source (RMB thousand) | 2019 (Unaudited) | 2018 (Unaudited) | | :---------------------------- | :--------------- | :--------------- | | Revenue from sales of goods | 235,964 | 238,769 | | Interest income from money lending business | 17,965 | 16,609 | | Income from operating online platforms | 5,219 | 8,838 | | Rental income from investment properties | 248 | 1,839 | | Income from catering services | 25,020 | – | | **Total** | **284,416** | **266,055** | [5. Other Income and Gains](index=29&type=section&id=5.%20Other%20Income%20and%20Gains) This section details the various other income and gains recognized by the Group during the reporting period Analysis of Other Income and Gains | Other Income and Gains (RMB thousand) | 2019 (Unaudited) | 2018 (Unaudited) | | :---------------------------------- | :--------------- | :--------------- | | Interest income | 419 | 1,905 | | Gains from financial assets at fair value through profit or loss | 342 | 399 | | Reversal of impairment loss on trade receivables | 1,911 | – | | Government grants | 2,186 | 619 | | Rental income | 278 | 285 | | Others | 760 | 832 | | **Total** | **5,987** | **4,040** | [6. Other Expenses](index=30&type=section&id=6.%20Other%20Expenses) This section provides an analysis of the Group's other expenses, including losses from asset disposals and impairment charges Analysis of Other Expenses | Other Expenses (RMB thousand) | 2019 (Unaudited) | 2018 (Unaudited) | | :---------------------------- | :--------------- | :--------------- | | Loss on disposal of property, plant and equipment | 437 | 2,580 | | Impairment loss on loans and interest receivable | 4,988 | 488 | | Impairment on trade receivables | 4,462 | – | | Impairment loss on goodwill | 2,523 | – | | Loss on disposal of a subsidiary | – | 9,004 | | Loss on fair value change of investment properties | 1,710 | 406 | | **Total** | **14,232** | **12,973** | [7. Finance Costs](index=30&type=section&id=7.%20Finance%20Costs) This section details the Group's finance costs, including interest expenses from bank and other borrowings, and lease liabilities Analysis of Finance Costs | Finance Costs (RMB thousand) | 2019 (Unaudited) | 2018 (Unaudited) | | :--------------------------- | :--------------- | :--------------- | | Interest on bank borrowings | 1,354 | 2,586 | | Interest on other borrowings | 1,460 | 2,174 | | Finance charges on lease liabilities | 317 | – | | **Total** | **3,131** | **4,896** | [8. Loss Before Tax](index=31&type=section&id=8.%20Loss%20Before%20Tax) This section itemizes the key expenses deducted in calculating the Group's loss before tax Items Deducted in Loss Before Tax | Item (RMB thousand) | 2019 (Unaudited) | 2018 (Unaudited) | | :------------------ | :--------------- | :--------------- | | Cost of inventories sold | 260,481 | 205,623 | | Depreciation of property, plant and equipment | 14,222 | 18,066 | | Depreciation of right-of-use assets | 2,343 | – | | Total staff costs | 35,015 | 31,073 | | Research and development costs | 9,905 | 5,586 | | Net exchange losses | 3,101 | 5,290 | [9. Income Tax Expense](index=32&type=section&id=9.%20Income%20Tax%20Expense) This section provides an analysis of the Group's income tax expense, including Hong Kong profits tax, PRC corporate income tax, and deferred tax Analysis of Income Tax Expense | Income Tax Expense (RMB thousand) | 2019 (Unaudited) | 2018 (Unaudited) | | :-------------------------------- | :--------------- | :--------------- | | Hong Kong profits tax | 1,998 | 1,951 | | PRC corporate income tax | 2 | 11 | | Deferred tax | (1,138) | (212) | | **Total** | **862** | **1,750** | - A subsidiary, Frog Prince (China) Daily Chemical Co., Ltd., enjoys a **preferential tax rate of 15%**[112](index=112&type=chunk) [10. Dividends](index=32&type=section&id=10.%20Dividends) This section confirms the Board's decision regarding interim dividend declaration for the reporting period - The Directors of the Company do not recommend the payment of any interim dividend for the six months ended June 30, 2019 (six months ended June 30, 2018: nil)[113](index=113&type=chunk) [11. Loss Per Share Attributable to Equity Holders of the Company](index=32&type=section&id=11.%20Loss%20Per%20Share%20Attributable%20to%20Equity%20Holders%20of%20the%20Company) This section presents the basic and diluted loss per share attributable to the Company's equity holders for the reporting period Loss Per Share | Metric (RMB cents) | 2019 (Unaudited) | 2018 (Unaudited) | | :----------------- | :--------------- | :--------------- | | Basic loss per share | (5.3) | (4.4) | | Diluted loss per share | Not applicable | Not applicable | - The basic loss per share amount is calculated based on the loss for the period attributable to equity holders of the Company of approximately **RMB 75,337 thousand** and the weighted average number of ordinary shares in issue of **1,425,482 thousand shares** for the six months ended June 30, 2019[114](index=114&type=chunk) [12. Property, Plant and Equipment](index=33&type=section&id=12.%20Property,%20Plant%20and%20Equipment) This section outlines the changes in the Group's property, plant, and equipment, including additions and depreciation Changes in Property, Plant and Equipment | Metric (RMB thousand) | June 30, 2019 (Unaudited) | December 31, 2018 (Audited) | | :------------------------------------------------ | :-------------------------- | :-------------------------- | | At beginning of period/year, net of accumulated depreciation and impairment | 171,823 | 402,050 | | Additions, at cost | 7,878 | 10,950 | | Depreciation provided during the period/year | (14,222) | (28,293) | | **At end of period/year, net of accumulated depreciation and impairment** | **164,986** | **171,823** | [13. Goodwill](index=33&type=section&id=13.%20Goodwill) This section reports the carrying value of the Group's goodwill - As of June 30, 2019, the net carrying value of goodwill was **RMB 22,800 thousand**, consistent with December 31, 2018[118](index=118&type=chunk) [14. Financial Assets at Fair Value Through Other Comprehensive Income](index=34&type=section&id=14.%20Financial%20Assets%20at%20Fair%20Value%20Through%20Other%20Comprehensive%20Income) This section provides a breakdown of the Group's financial assets measured at fair value through other comprehensive income Financial Assets at Fair Value Through Other Comprehensive Income | Financial Asset Category (RMB thousand) | June 30, 2019 (Unaudited) | December 31, 2018 (Audited) | | :------------------------------------ | :------------------------ | :------------------------ | | - Equity securities listed in Hong Kong | 12,087 | 50,925 | | - Unlisted investment funds | 23,488 | 62,442 | | - Unlisted equity investments | 3,981 | 14,994 | | **Total** | **39,556** | **128,361** | [15. Loans and Interest Receivable](index=34&type=section&id=15.%20Loans%20and%20Interest%20Receivable) This section provides an overview of the Group's loans and interest receivable, including impairment provisions and average interest rates Overview of Loans and Interest Receivable | Metric (RMB thousand) | June 30, 2019 (Unaudited) | December 31, 2018 (Audited) | | :-------------------- | :------------------------ | :------------------------ | | Gross loans and interest receivable | 186,710 | 180,951 | | Less: Impairment losses recognized | (9,930) | (4,860) | | **Net carrying amount** | **176,780** | **176,091** | - During the period, the Group provided loans of approximately **RMB 19.5 million** (year ended December 31, 2018: RMB 95.6 million), with an average annual interest rate of approximately **41.6%**[47](index=47&type=chunk)[122](index=122&type=chunk) - During the reporting period, an impairment loss provision of approximately **RMB 5.0 million** (June 30, 2018: RMB 0.5 million) was made for loans and interest receivable[48](index=48&type=chunk)[122](index=122&type=chunk) [16. Trade and Bills Receivables](index=35&type=section&id=16.%20Trade%20and%20Bills%20Receivables) This section provides an overview and aging analysis of the Group's trade and bills receivables, including credit terms and impairment provisions Overview of Trade and Bills Receivables | Metric (RMB thousand) | June 30, 2019 (Unaudited) | December 31, 2018 (Audited) | | :-------------------- | :------------------------ | :------------------------ | | Trade and bills receivables | 100,995 | 84,075 | | Less: Provision for doubtful debts | (4,462) | (1,911) | | **Net carrying amount** | **96,533** | **82,164** | - The Group generally grants credit terms of **30 to 180 days** to its customers[123](index=123&type=chunk) - During the reporting period, an impairment loss provision of approximately **RMB 4.5 million** (June 30, 2018: nil) was made for trade and bills receivables[49](index=49&type=chunk)[123](index=123&type=chunk) Aging Analysis of Trade and Bills Receivables | Aging (RMB thousand) | June 30, 2019 (Unaudited) | December 31, 2018 (Audited) | | :----------------- | :------------------------ | :------------------------ | | Within 30 days | 53,264 | 25,859 | | 31 to 60 days | 27,126 | 23,502 | | 61 to 90 days | 9,458 | 4,025 | | Over 90 days | 6,685 | 28,778 | | **Total** | **96,533** | **82,164** | [17. Trade and Bills Payables](index=36&type=section&id=17.%20Trade%20and%20Bills%20Payables) This section provides an aging analysis of the Group's trade and bills payables, including typical settlement terms Aging Analysis of Trade and Bills Payables | Aging (RMB thousand) | June 30, 2019 (Unaudited) | December 31, 2018 (Audited) | | :----------------- | :------------------------ | :------------------------ | | Within 30 days | 23,019 | 34,644 | | 31 to 90 days | 23,419 | 18,466 | | Over 90 days | 19,951 | 17,660 | | **Total** | **66,389** | **70,770** | - Trade payables are non-interest bearing and are normally settled within **30 to 180 days**[126](index=126&type=chunk) [18. Share Capital](index=37&type=section&id=18.%20Share%20Capital) This section details the Group's issued and fully paid share capital, including changes due to new share issuances Issued and Fully Paid Share Capital | Metric (RMB thousand) | June 30, 2019 (Unaudited) | December 31, 2018 (Audited) | | :-------------------- | :------------------------ | :------------------------ | | Issued and fully paid share capital | 13,411 | 11,649 | - On March 1, 2019, the Company issued **200,000,000 new shares** as partial consideration for the acquisition of an **80% equity interest** in Lucky International Group Limited[128](index=128&type=chunk) [19. Share Option Scheme](index=37&type=section&id=19.%20Share%20Option%20Scheme) This section describes the Company's share option scheme, its purpose, and the movements of outstanding share options - The Company established a share option scheme to provide incentives and rewards to eligible participants who contribute to the successful operations of the Group[130](index=130&type=chunk) - The maximum number of outstanding share options currently permitted to be granted under the scheme is **10%** of the Company's issued shares at any time upon exercise[130](index=130&type=chunk) Movements in Share Options | Metric (thousand units) | June 30, 2019 (Unaudited) | December 31, 2018 (Audited) | | :---------------------- | :------------------------ | :------------------------ | | At January 1 | 93,655 | 94,827 | | Forfeited/lapsed during the period/year | (15,908) | (1,172) | | **At June 30/December 31** | **77,747** | **93,655** | - For the six months ended June 30, 2019, the Group recognized share option expenses totaling **RMB nil** (2018: RMB 601 thousand)[137](index=137&type=chunk) [20. Acquisition of Subsidiaries](index=39&type=section&id=20.%20Acquisition%20of%20Subsidiaries) This section details the Group's acquisitions of subsidiaries, including Lucky International Group Limited and Greater China Cold Chain Logistics Limited, and their strategic rationale [(a) Acquisition of Lucky International Group Limited](index=39&type=section&id=(a)%20Acquisition%20of%20Lucky%20International%20Group%20Limited) This subsection details the acquisition of Lucky International Group Limited, its consideration, and the resulting goodwill - The acquisition of **80% equity interest** in Lucky International Group Limited was completed on May 29, 2019, for a total consideration of **RMB 50,051 thousand** (of which **RMB 19,385 thousand** was paid in cash and **RMB 30,666 thousand** by issuing shares)[139](index=139&type=chunk)[140](index=140&type=chunk) - The acquisition of Lucky International Group Limited enables the Group to engage in catering services in Hong Kong, particularly in the trading of frozen agricultural products[139](index=139&type=chunk) - The acquisition generated goodwill of **RMB 2,523 thousand**, which has been reflected as an impairment loss in the profit or loss for the current period[140](index=140&type=chunk) [(b) Acquisition of Greater China Cold Chain Logistics Limited](index=41&type=section&id=(b)%20Acquisition%20of%20Greater%20China%20Cold%20Chain%20Logistics%20Limited) This subsection details the acquisition of Greater China Cold Chain Logistics Limited and its contribution to the Group's catering services - The acquisition of **100% of the issued share capital** of Greater China Cold Chain Logistics Limited was completed on June 4, 2019, for a total cash consideration of **RMB 705 thousand**[147](index=147&type=chunk)[145](index=145&type=chunk) - The acquisition of Greater China Cold Chain Logistics Limited achieved synergy within the Company's catering services business, primarily engaged in providing frozen warehousing services[147](index=147&type=chunk) [21. Disposal of a Subsidiary](index=42&type=section&id=21.%20Disposal%20of%20a%20Subsidiary) This section details the disposal of Fujian Aijieli Daily Chemical Co., Ltd. and the resulting loss - On June 30, 2018, the Group disposed of **80% equity interest** in Fujian Aijieli Daily Chemical Co., Ltd. for a total cash consideration of **RMB 12,000 thousand**[152](index=152&type=chunk) - Immediately following the completion of the disposal, Fujian Aijieli ceased to be a subsidiary of the Company, and a disposal loss of **RMB 9,004 thousand** was recognized[152](index=152&type=chunk)[153](index=153&type=chunk) [22. Operating Lease Arrangements](index=43&type=section&id=22.%20Operating%20Lease%20Arrangements) This section outlines the Group's operating lease arrangements, both as a lessor for investment properties and as a lessee for office and warehouse premises - As a lessor, the Group leases investment properties under operating lease arrangements for terms ranging from **one to twenty years**, with total future minimum lease payments receivable of **RMB 7,212 thousand** as of June 30, 2019[155](index=155&type=chunk)[156](index=156&type=chunk) - As a lessee, the Group is a lessee for several leased properties used as offices and warehouses, having adopted IFRS 16 for the first time using the modified retrospective approach[157](index=157&type=chunk) [23. Commitments](index=44&type=section&id=23.%20Commitments) This section reports the Group's contractual commitments for property, plant, and equipment - As of June 30, 2019, the Group had **nil** contracted but unprovided commitments for the purchase of property, plant and equipment (December 31, 2018: RMB 288 thousand)[158](index=158&type=chunk) [24. Contingent Liabilities](index=44&type=section&id=24.%20Contingent%20Liabilities) This section confirms the absence of any significant contingent liabilities for the Group - As of June 30, 2019 and December 31, 2018, the Group had **no significant contingent liabilities**[159](index=159&type=chunk) [25. Related Party Transactions](index=44&type=section&id=25.%20Related%20Party%20Transactions) This section details the Group's transactions with related parties and remuneration for key management personnel Related Party Transactions (Six Months Ended June 30, 2019) | Transaction Type | Related Party | Amount (RMB thousand) | | :--------------- | :------------ | :-------------------- | | Sales of products | Associates | 73,515 | | Purchases of products | Associates | 5,296 | | Miscellaneous income | Associates | 475 | Key Management Personnel Remuneration (Six Months Ended June 30, 2019) | Remuneration Category | Amount (RMB thousand) | | :-------------------- | :-------------------- | | Short-term employee benefits | 280 | | Post-employment benefits | 13 | | **Total** | **293** | [26. Events After the Reporting Period](index=45&type=section&id=26.%20Events%20After%20the%20Reporting%20Period) This section outlines significant events that occurred after the reporting period, including proposed disposals, name changes, and new lease agreements - On July 10, 2019, the Company entered into an agreement to dispose of the entire issued share capital of Long Sheng Xing Investment Holdings Limited for a total consideration of **HKD 125 million**, which is yet to be finalized[164](index=164&type=chunk) - On July 16, 2019, the Company announced a proposed change of its English name to 'Prosperous Future Holdings Limited', which is not yet effective[165](index=165&type=chunk) - On July 19, 2019, subsidiary Greater China Cold Chain Logistics Limited entered into a **five-year lease agreement** for a property at Kwai Chung Container Terminal, Hong Kong, to develop its frozen warehouse services business[166](index=166&type=chunk) - On August 23, 2019, the Company entered into an agreement to dispose of **51% of the issued shares** of Marvel Paramount Holdings Limited for a total consideration of **HKD 40 million**, which is yet to be completed[167](index=167&type=chunk) [27. Approval of Condensed Consolidated Interim Financial Statements](index=46&type=section&id=27.%20Approval%20of%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section states the date on which the condensed consolidated interim financial statements were approved for issuance by the Board - The condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on August 30, 2019[168](index=168&type=chunk) [Supplementary Information to Interim Report](index=47&type=section&id=Supplementary%20Information%20to%20Interim%20Report) This section provides additional details on the Company's share option scheme, directors' and major shareholders' interests, and corporate governance practices [Share Option Scheme](index=47&type=section&id=Share%20Option%20Scheme) This section details the movements of share options under the Company's share option scheme for the six months ended June 30, 2019, including the number of options held by non-executive directors, executive directors, former directors, Group employees, and distributors, along with their exercise prices and periods - As of June 30, 2019, the total number of outstanding share options under the share option scheme was **77,746,500 units** (January 1, 2019: 93,654,500 units)[204](index=204&type=chunk) - The number of share options forfeited/lapsed during the period was **15,908,000 units**[204](index=204&type=chunk) - Share option exercise prices ranged from **HKD 0.38 to HKD 2.94**, with exercise periods covering **2012 to 2027**[205](index=205&type=chunk)[206](index=206&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares](index=58&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) This section discloses the interests of directors and the chief executive in the Company's shares and underlying shares as of June 30, 2019, with Mr. Li Zhouxin holding share options Directors' Long Positions in Underlying Shares (Share Options) | Name of Director | Nature of Interest | Number of Underlying Shares Interested | Percentage of the Company's Issued Share Capital + | | :--------------- | :----------------- | :----------------------------------- | :----------------------------------------- | | Mr. Li Zhouxin | Beneficial owner | 1,480,000 | 0.09% | - Save as disclosed above, as at June 30, 2019, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations that were required to be recorded[209](index=209&type=chunk) [Major Shareholders' Interests in Shares and Underlying Shares](index=59&type=section&id=Major%20Shareholders'%20Interests%20in%20Shares%20and%20Underlying%20Shares) This section lists major shareholders holding 5% or more of the Company's issued share capital as of June 30, 2019, including their long positions in ordinary shares and underlying shares (share options) Major Shareholders' Long Positions in the Company's Ordinary Shares | Name of Major Shareholder | Nature of Interest | Number of Ordinary Shares | Percentage of the Company's Issued Share Capital + | | :------------------------------------ | :------------------------- | :------------------------ | :----------------------------------------- | | Golden Sparkle Limited | Beneficial owner | 263,308,500 | 16.56% | | Mr. Lai Wai Lam | Interest in controlled corporation | 263,308,500 | 16.56% | | Pai Sheng Trading Limited | Beneficial owner | 200,000,000 | 12.58% | | Good Honour Investment Holdings Limited | Interest in controlled corporation | 200,000,000 | 12.58% | | Diamond Ace Holdings Limited | Interest in controlled corporation | 200,000,000 | 12.58% | | Emperor Supreme Limited | Interest in controlled corporation | 200,000,000 | 12.58% | | Ms. Cheng Wan Chi | Interest in controlled corporation | 200,000,000 | 12.58% | | Mr. Tai Chi Piu | Beneficial owner | 140,382,500 | 8.83% | | Yili Luo International Trading (Hong Kong) Limited | Beneficial owner | 80,000,000 | 5.03% | | Mr. Li Liang | Interest in controlled corporation | 80,000,000 | 5.03% | Major Shareholders' Long Positions in the Company's Underlying Shares (Share Options) | Name of Major Shareholder | Nature of Interest | Number of Underlying Shares Interested | Percentage of the Company's Issued Share Capital + | | :------------------------ | :----------------- | :----------------------------------- | :----------------------------------------- | | Mr. Li Liang | Beneficial owner | 30,000 | 0.002% | [Compliance with the Model Code for Securities Transactions by Directors](index=60&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules, and all Directors confirmed full compliance during the reporting period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules as its code of conduct for Directors' securities transactions[218](index=218&type=chunk) - Following specific enquiry by the Company, all Directors have confirmed their full compliance with the required standards set out in the Model Code during the reporting period[218](index=218&type=chunk) [Compliance with the Company's Written Guidelines on Securities Transactions by Employees](index=60&type=section&id=Compliance%20with%20the%20Company's%20Written%20Guidelines%20on%20Securities%20Transactions%20by%20Employees) The Company has established written guidelines for employees who may possess inside information, which are no less exacting than the Model Code, and no breaches were identified - The Company has adopted written guidelines for employees who may possess inside information of the Company and/or its securities for securities transactions, on terms no less exacting than the Model Code[219](index=219&type=chunk) - The Company has not noted any non-compliance with the employee written guidelines by relevant employees[219](index=219&type=chunk) [Corporate Governance](index=61&type=section&id=Corporate%20Governance) The Board believes the Company has complied with the code provisions of the Corporate Governance Code in Appendix 14 of the Listing Rules for the period ended June 30, 2019 - The Board is of the view that the Company has complied with the code provisions set out in the Corporate Governance Code in Appendix 14 to the Listing Rules for the period ended June 30, 2019[222](index=222&type=chunk) [Update on Directors' Information](index=61&type=section&id=Update%20on%20Directors'%20Information) Pursuant to Rule 13.51B(1) of the Listing Rules, changes in the Company's Directors' information are listed as follows: Mr. Lau Ka Ho was appointed as an Executive Director of the Company on May 24, 2019 - Mr. Lau Ka Ho was appointed as an Executive Director of the Company on May 24, 2019[223](index=223&type=chunk) [Purchase, Redemption or Sale of the Company's Listed Securities](index=61&type=section&id=Purchase,%20Redemption%20or%20Sale%20of%20the%20Company's%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities during the review period - Neither the Company nor any of its subsidiaries purchased, redeemed or sold any of the Company's listed securities during the review period[224](index=224&type=chunk) [Audit Committee](index=61&type=section&id=Audit%20Committee) The Company's Audit Committee has reviewed the unaudited condensed consolidated results for the six months ended June 30, 2019, and discussed financial reporting matters - The Company's Audit Committee, comprising three independent non-executive Directors, has reviewed the unaudited condensed consolidated results for the six months ended June 30, 2019, including the accounting principles and practices adopted by the Group, and discussed financial reporting matters[225](index=225&type=chunk)