Future Bright : DISCLOSABLE TRANSACTION - ENTERING OF RIGHT OF USE AGREEMENT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Future Bright Holdings Limited

佳景集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 703)

DISCLOSABLE TRANSACTION - ENTERING OF

RIGHT OF USE AGREEMENT

The Board announces that on 28 November 2019, Bright Noble, a wholly-owned subsidiary of the Company, as the Retailer, entered into the Right of Use Agreement which, if countersigned by Lisboeta Macau as the Integrated Resort Manager, will give Bright Noble the right to use the Property as a food court for 5 years with effect from the opening of the hotel complex owned by Lisboeta Macau (at which the Property is located) at (i) a monthly base fee of HK$607,400 for years 1 to 3 and HK$680,288 for years 4 to 5 plus (ii) any amount which 14% for years 1 to 3 and 14.5% for years 4 to 5 of the annual turnover received from all business carried on in the Property exceeds the base fee paid for that year.

Lisboeta Macau, its ultimate beneficial owners and its respective associates are Independent Third Parties to the Group and its connected persons as defined under the Listing Rules to the best of the Directors' knowledge.

Pursuant to HKFRS16, the Company needs to recognize the acquisition of the right to use the Property as an acquisition of asset and as one of the applicable percentage ratios in respect of the fees payable under the Right of Use Agreement is more than 5% but below 25%, the entering into of the Right of Use Agreement constitutes a disclosable transaction for the Company under the Listing Rules. Hence, it is subject to the notification and announcement requirements but exempt from Shareholders' approval requirement pursuant to Chapter 14 of the Listing Rules.

• For identification purpose only

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The Board announces that on 28 November 2019, Bright Noble, a wholly-owned subsidiary of the Company, as Retailer, entered into the Right of Use Agreement which, if countersigned by the Integrated Resort Manager, will give Bright Noble the right to use the Property as a food court, with more details as set out below.

THE RIGHT OF USE AGREEMENT

Parties:	(1) Lisboeta Macau, an Independent Third Party, as the
	Integrated Resort Manager; and
	(2) Bright Noble, a wholly-owned Macau subsidiary of the
	Company, as the Retailer.
Property:	K01-K08 Lisboeta Macau.
Term:	A period of 5 years with effect from the commencement date
	(being the opening of the hotel complex owned by Lisboeta Macau
	at which the Property is located) which will be informed by the
	Integrated Resort Manager.
Gross floor area:	Approximately 3,037 square feet.
Fees:	The Retailer is required to pay to the Integrated Resort Manager
	(i) a monthly base fee of HK$607,400 for years 1 to 3 and
	HK$680,288 for years 4 to 5, payable on the first day of each
	month, plus (ii) any amount which 14% for years 1 to 3 and 14.5%
	for years 4 to 5 of the annual turnover received from all business
	carried on in the Property exceeds the base fee paid for that year,
	payable within 14 days of the following calendar month.
Deposit:	The Retailer is required to place with the Integrated Resort
	Manager a security deposit of HK$1,214,800 by bank guarantee.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Integrated Resort Manager and its ultimate beneficial owner(s) are Independent Third Parties.

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RIGHT-OF-USE ASSETS

Pursuant to HKFRS16, the Company needs to recognize the acquisition of the right to use the Property as an acquisition of asset as follows:

Amount

HK$'000

Right of Use Agreement

32,508

The above amount is calculated with reference to the present value of the aggregate right of use payments including stamp duty and estimated reinstatement costs and based on a discount rate of 5.89% currently used by the Group for all its other right-of-use assets.

REASON AND BENEFIT FOR ENTERING INTO THE RIGHT OF USE AGREEMENT

The Group has been operating food courts in Macau for many years. The Company plans to operate a new food court at the Property for 5 years to generate stable turnover for the Group. The Property is located at a new hotel, casino and shopping mall complex in Macau which should attract lots of visitors.

The contractual terms under the Right of Use Agreement were determined after arm's length negotiation between the parties and with reference to the prevailing market fees of similar properties in the nearby area. The Directors considered that the transaction contemplated under the Right of Use Agreement is in the ordinary and usual course of business of the Group, the terms of the Right of Use Agreement are on normal commercial terms and fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION OF THE COMPANY, THE RETAILER AND THE INTEGRATED RESORT MANAGER

Information of the Company and the Retailer

The Company is principally engaged in the sales of food and catering, food souvenir and property investment business. Bright Noble is a company incorporated in Macau with limited liability and a wholly-owned subsidiary of the Company. Bright Noble is principally engaged in operation of restaurants and food court counters.

Information of Lisboeta Macau as the Integrated Resort Manager

Lisboeta Macau is a limited liability company by shares incorporated under the laws of Macau. Lisboeta Macau, its ultimate beneficial owners and its respective associates are Independent Third Parties to the Group and its connected persons as defined under the Listing Rules to the best of the Directors' knowledge.

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LISTING RULES IMPLICATIONS

Pursuant to HKFRS16, the Company needs to recognize the acquisition of the right to use the Property as an acquisition of asset and as one of the applicable percentage ratios in respect of the fees payable under the Right of Use Agreement is more than 5% but below 25%, the entering into of the Right of Use Agreement constitutes a disclosable transaction for the Company under the Listing Rules. Hence, it is subject to the notification and announcement requirements but exempt from Shareholders' approval requirement pursuant to Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

"Board"	the board of Directors of the Company
"Bright Noble" or "Retailer"	Bright Noble Company Limited, a company incorporated in
	Macau and a wholly-owned subsidiary of the Company, as
	the Retailer under the Right of Use Agreement
"Company"	Future Bright Holdings Limited (Stock Code: 703), a
	company incorporated in Bermuda with limited liability, the
	shares of which are listed on the Stock Exchange
"Directors"	the directors of the Company
"Group"	the Company and its subsidiaries
"HKFRS"	Hong Kong Financial Reporting Standards issued by the
	Hong Kong Institute of Certified Public Accountants
"Independent Third Party"	a third party which is independent of the Company and its
	connected persons (as defined in the Listing Rules)
"Lisboeta Macau" or "the	Macau Parque Temático e Resort II, S.A., a company
Integrated Resort Manager"	incorporated in Macau, as the Integrated Resort Manager
	under the Right of Use Agreement
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Macau"	Macau Special Administrative Region of the People's
	Republic of China
"Property"	K01-K08 Lisboeta Macau

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"Right of Use Agreement"	the right of use agreement signed by the Retailer and
	delivered to the Integrated Resort Manager on 28 November
	2019 for its signing
"Shareholder(s)"	holder(s) of the issued share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

By Order of the Board of

Future Bright Holdings Limited

Chan Chak Mo

Managing Director

Hong Kong, 28 November 2019

As at the date hereof, the members of the board of directors of the Company comprise (i) Mr. Chan Chak Mo, the managing Director, (ii) Mr. Chan See Kit, Johnny, the Chairman and executive Director, (iii) Mr. Lai King Hung, the deputy Chairman and executive Director,

1. Ms. Leong In Ian, the executive Director and (v) Mr. Cheung Hon Kit, Mr. Yu Kam Yuen, Lincoln and Mr. Chan Pak Cheong Afonso, the independent non-executive Directors.

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