Summary and Highlights
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SUMMARY AND HIGHLIGHTS This summary aims to give you an overview of the information contained in this prospectus. Since it is a summary, it does not contain all the information that may be important to you, and is qualified in its entirety by, and should be read in conjunction with, the full text of this prospectus. You should read this prospectus in its entirety including the appendices hereto before you decide to invest in the Offer Shares. There are risks associated with any investment. Some of the particular risks in investing in the Offer Shares are set out in ‘‘Risk Factors’’ on pages 49 to 52 of this prospectus. You should read that section carefully before you decide whether to invest in the Offer Shares. OVERVIEW Established in 1997, we are a watch retailer in Hong Kong focusing on Swiss-made, mid-end watch brands of long years of history. During the Track Record Period, our revenue amounted to approximately HK$304.8 million, HK$351.6 million, HK$446.9 million and HK$241.5 million, respectively. Supplier A, our largest supplier throughout the Track Record Period, is the Hong Kong distribution subsidiary of a globally recognised and reputable watch manufacturer and distributor based in Switzerland and we have maintained over 15 years of business relationship with it. We have established a retail network comprising a total of 17 retail outlets as at the Latest Practicable Date, covering 10 multi-brand outlets and seven single-brand boutique outlets, in prime locations in Hong Kong such as Times Square, Harbour City and iSquare. As at the Latest Practicable Date, we carried over 80 watch brands, covering mainly Swiss, German and Japanese watch brands. During the Track Record Period, the top five brands we carried were Casio, Junghans, Longines, Mido, Roamer of Switzerland, Tissot and Titoni. Besides, we currently operate a small wholesale distribution business which commenced in December 2010. We conduct research and analysis on market trends, consumers’ preference, reputation of watch brands, marketability for sourcing mid-end watches (i.e. watches with retail prices within the price range between approximately HK$5,000 and HK$20,000) suitable for our target customers. We place purchase orders once the terms of our purchases including quantity, delivery and prices are decided, having regard to any written agreement entered into with our suppliers where applicable. We conduct marketing activities including in-store marketing such as designing watch display and layout or joint promotional activities with our suppliers such as media advertisement or joint promotional activities with shopping malls. We maintain a point-of-sales (POS) system to record transactions and sales data at our retail outlets. Our wholesale customers place orders with us for purchases without entering into any written agreement. All subsequent re-stock orders placed with our suppliers require our management’s approval. We provide watch repair and maintenance services as part of our after-sales services and currently operate two watch repair centres for such purpose. OUR BUSINESS Retail business and our retail network During the Track Record Period, we derived a substantial majority of our revenue from the retailing of watches in Hong Kong. Under our retail business, we sell watches as retailer directly to retail customers through our retail network. In respect of the 17 retail outlets we operated as at the Latest Practicable Date, we enter into lease agreements with third-party landlords for 14 of our retail outlets and operation agreements with Supplier A for the Relevant Retail Outlets. Two leases of our retail outlets expired after the Track Record Period and prior to the Latest Practicable Date and nine of our current leases for our retail outlets will expire in 2015 as at the Latest Practicable Date. Sales attributable to such 11 retail outlets accounted for approximately 13.4%, 20.2%, 25.7% and 24.3% of our revenue for the Track Record Period, respectively. For the Track Record Period, our property rentals and related expenses (excluding rates) (excluding the property leased by us as director’s quarters which is treated as part of directors’ remuneration package) accounted for approximately 13.1%, 14.4%, 13.8% and 12.1% of our total revenue, respectively. We have also – 1 – SUMMARY AND HIGHLIGHTS entered into lease agreements with third-party landlords for three new retail outlets and, as at the Latest Practicable Date, two of such properties were undergoing renovation and the term of lease for the other one has not yet commenced. The leases of the Relevant Retail Outlets are entered into between Supplier A and the relevant landlords and we obtain the right to operate such outlets under the operation agreements. Such operation agreements have a current term of three years, which corresponds to the term of the relevant leases between Supplier A and the relevant landlords. Under the operation agreements, we will make a monthly payment to Supplier A in an amount equivalent to the rental and other costs payable by Supplier A for the retail outlet. The operation agreements can be terminated upon our unrectified breaches or upon termination of the relevant franchise agreement, the agreement for the supply of watches or the relevant lease agreement. Supplier A may also terminate such agreements without reason by giving one month’s notice. We obtain the right to utilise the specific brands for operating single-brand boutique outlets (in respect of six single-brand boutique outlets) under separate written franchise agreements and (in respect of one single-brand boutique outlet) under a written authorisation letter. Our franchise agreements, having a term of three years and renewable automatically for successive terms of one year, can be terminated upon notice or with immediate effect for certain breaches, among others. Such franchise agreements specify that the right is granted to the specific outlet, generally prohibit transfer of stocks among our retail outlets, contain requirements on outlet decoration and product display and state that we are entitled to certain sales support from the franchisor. We have entered into a number of written agreements with three of our five largest suppliers for the Track Record Period, including Supplier A, for the sourcing of watches. In cases where the sourcing arrangements are not reduced into writing, we make purchases either on outright basis by purchase orders or consignment basis. For details, see ‘‘Business — Suppliers — Sourcing arrangements’’ (pages 130 to 134). During the Track Record Period, we relied on the sales of our single-brand boutique outlets. Sales derived from our single-brand boutique outlets accounted for approximately 74.7%, 70.0% 66.8% and 62.4% of our total retail revenue for the Track Record Period, respectively. For the associated risks, see ‘‘Risk Factors — Risks relating to our business — We rely on the sales of our single-brand boutique outlets. Any significant decreases in the strength of our single-brand boutique outlets or our failure to continue to operate such outlets could adversely affect our sales and profitability and financial position.’’ (pages 33 to 34). During the Track Record Period, we derived a significant portion of our revenue from the sales of Brand B watches. Sales generated from Brand B watches accounted for approximately 64.8%, 61.9%, 63.5% and 61.0% of our total revenue for the Track Record Period, respectively. For the associated risks, see ‘‘Risk Factors — Risks relating to our business — We derived a significant portion of our revenue from sales of watches of a few watch brands during the Track Record Period. Any damage to or deterioration in the image of such brands could materially and adversely affect our business and results of operations.’’ (page 33). For the Track Record Period, the gross profit margins (excluding the provision for slow- moving inventories) for the watches sold in our multi-brand outlets were approximately 39.2%, 37.6%, 34.0% and 33.9% respectively. For the same period, the gross profit margins (excluding the provision for slow-moving inventories) for the watches sold in our single-brand boutique outlets were approximately 40.2%, 39.2%, 38.1% and 37.7% respectively. We have formulated a brand management strategy which aims to create a cohesive portfolio enabling different watch brands to complement each other in order to raise consumer awareness of the brands and our image and to promote business growth. During the Track Record Period, we conducted sales for almost all watch brands on a non-exclusive basis and we were not the sole retailer of such watch brands. We believe our success in our brand management strategy is attributable to factors including our long operating history, our established relationships with our suppliersandourabilitytorespond to changing market trends. – 2 – SUMMARY AND HIGHLIGHTS Same-store sales growth The table below sets forth our same-store sales growth for the years/period indicated. Six months Four months ended ended Year ended 30 April 31 October 28 February 2013 2014 2014 2015 Same-store sales growth (Note) Multi-brand outlets 5.9% 3.3% –2.4% –13.7% Single-brand boutique outlets 12.0% 33.9% 11.6% –25.6% Overall 10.7% 24.5% 6.5% –22.3% Note: Same-store sales growth represents the growth from the same-store sales from a group of retail outlets in a particular year/period to the sales from the same group of retail outlets in the following year/period. The number of multi-brand outlets used in calculating the same-store sales growth for each of the two years ended 30 April 2014, the six months ended 31 October 2014 and the four months ended 28 February 2015 was 5, 6, 8 and 9, respectively.