Hall of Shame

Consumer Staples

FU JI Food and Catering Services Holdings Ltd (1175 HK)

Year: 2009


FU JI Food and Catering Services Holdings Ltd was a leading food and catering services provider in the PRC. The Group was the third largest (in terms of sales) licensed catering service provider in Shanghai and had been ranked among the Top 100 Food and Beverages Enterprises in the PRC for two consecutive years It operated three complimentary lines of businesses, namely Catering Services, Chinese Restaurants and Convenience Food.

The Company listed on the Hong Kong Stock Exchange (HKEx) in December 2004, raising HK$300M in its IPO. At its peak, in 2007, FU JI had a market cap of around US$1bn.

December 22, 2008 The Company released its half-year results and no major concerns were revealed. While the company’s debt was substantial, it was not especially high. The main concern was the build-up of construction in progress.

July 29, 2009 The Company requested a suspension in its shares and announced a delay in reporting its 2008 results (year to end March 2009). No explanation was given.

September 22, 2009 Fu Ji announced a further delay in releasing the results. Reasons given were the illness of a member of the company’s finance team and the Group’s finance team had committed a fair amount of resources, during the first half of 2009, in preparing the financial statements for certain PRC subsidiaries, based on PRC accounting standards, for the Group’s internal corporate restructuring purposes. The company set up a task force composed of its independent directors to enquire into, and ascertain the reasons for the delay. 

September 30, 2009 Independent director, Tsui Wai Ling Carlye, resigned. Tsui expressed her concern that she had not been kept fully informed of certain crucial matters of the Company, in a timely manner. Specifically, Tsui was not notified of the delay in the Company completing the audit of its financial statements.

October 7, 2009 The Company announced it had appointed Deloitte (not its auditor) as an independent financial adviser to assist in finalising the 2009 results and analysing the company’s financial position.

October 20, 2009 FU JI announced that it started the process of winding up the company with Deloitte acting as provisional liquidators. It could not afford to repay its convertible bondholders, who were owed just over HK$2 billion.

October 30, 2009 In an announcement, a partial explanation was subsequently provided by the company. It reported that Deloitte had identified “significant financial challenges”, In particular, in the main catering business, “the financial position and outlook of which had been deteriorating quite rapidly”. Issues included insufficient working capital, lost contracts and legal proceedings from suppliers and contractors.

March 26, 2010 The company had made no further announcements to the Hong Kong Exchange for nearly five months. It announced another INED, Yang, had resigned, citing “her tight work schedule”.  Also due to the lack of information and communication from the management of the Company, Yang had not been able to carry out her function as independent non-executive director of the Company. She had resigned back in November the previous year; although it had only just been brought to the liquidators’ attention. One of the four executive directors had resigned at the beginning of January due to “personal reasons”. The finance director (not a board member) had also been dismissed in January “as part of the cost cutting measures”. The company’s husband and wife founders and controlling shareholders had both resigned as executive directors in early March for “health reasons” and “family commitments” respectively. None had anything that they felt needed to be brought to the attention of shareholders or creditors. The auditors also resigned in March, citing disagreement over fees; they too felt nothing needed to be brought to the attention of shareholders or creditors. A third INED resigned in April due to ill health, leaving just one INED. The final executive director resigned in May as a result of “personal health concerns”.

August 10, 2011 The company eventually published results for 2009. It appeared that control over the company’s main operating subsidiaries, in mainland China, was lost at some point during the 2009 financial year. These subsidiaries were deconsolidated.  Revenue recorded in 2009 was less than a tenth of that in 2008. The strong suspicion was that the rapid voluntary liquidation was used to avoid repayment of offshore debt, mainly in the form of zero coupon convertible bonds. The first of these bonds was due to be repaid in November 2009, just after the winding up petition was filed.

July 8, 2013 The shares of the company resumed trading on the HKEx after the company had been restructured.

May 31, 2016 Fu Ji changed its name to Fresh Express Delivery Holdings Group Co. Ltd. 


Fu Ji: Interim Report Half Year Ending Sep. 2008, 22 Dec 2008
Fu Ji: Further Postponement of Results, 22 Sep 2009
Fu Ji: Winding Up Announcement, 20 Oct 2009
SCMP: Hard questions raised as Fu Ji Catering goes for soft option, 24 Oct 2009
Fu Ji: Background to Winding-up Decision, 30 Oct 2009
Fu Ji: Announcement - Director Resignations, 26 Mar 2010
Week In China: Recipe for disaster, 16 Apr 2010
Fu Ji: Announcement - Final Results - YE Mar 2009, 10 Aug 2011
Fu Ji: Annual  Report YE March 2009
Fu Ji: Annual  Report YE March 2008
Fu Ji: Annual  Report YE March 2007
HKEX: Fu Ji Filings


 

Auditors

Company From To
CCIF 2004' 17-Mar-10
Anda 7-Apr-10 -

Advisors

(IPO - Initial Public Offering, ASO - Additional Share offerings)

Type Date Role Party
IPO 17-Dec-04 Co-Lead Manager(s) Tai Fook Securities Co Ltd
IPO 17-Dec-04 Co-Lead Manager(s) UOB
IPO 17-Dec-04 Co-Manager(s) Samsung Securities pte Ltd
IPO 17-Dec-04 Co-Manager(s) Sun Hung Kai
IPO 17-Dec-04 Co-Manager(s) Oriental Patron
IPO 17-Dec-04 Co-Manager(s) PhillipCapital
IPO 17-Dec-04 Co-Manager(s) CCB International
IPO 17-Dec-04 Co-Manager(s) Quam Securities Co Ltd
IPO 17-Dec-04 Co-Manager(s) Grand Vinco
IPO 17-Dec-04 Joint Lead Managers-Books SBI E2-Capital
IPO 17-Dec-04 Joint Lead Managers-Books ABCI Securities
IPO 17-Dec-04 Legal Adviser to the Issuer(s) Heller Ehrman White & McAuliffe
IPO 17-Dec-04 Legal Adviser(s) to the Manager(s) Hogan Lovells
IPO 17-Dec-04 Private Equity Sponsor(s) ABCI Securities

Directors

(CAC/MAC Chairman / Member Audit Committee - NC Nomination /Governance Comm. - CC Compensation/Remuneration Committee)

Type Name Role From To
Executive Ku Wang Apr.2004 -
Executive Tung Fai Jan.2003 -
Executive Wei Dong Chairman, Founder, CAC, MCC 1999' -
Executive Yao Juan Co-Founder, VP Operations, 1999' -
Independent Tsui Wai Ling Carlye Nov.2004 -
Independent Wong Chi Keung Nov.2004 -
Independent Su Gang Bing MAC, CCC Nov.2004 -
Independent Yang Liu MAC, MCC Nov.2004 -
Non-Executive Price Josephine Nov.2004 -
Senior Management He Zhi Wei Chief Compliance Officer Feb.2005 -
Senior Management Ng Kwok Choi Group’s Financial Controller & Secretary Apr.2004 8-Sep-08
Senior Management Ho Kin Cheong, Kelvin Group’s Financial Controller & Secretary 8-Sep-08 -
Senior Management Collin Yao Jin Chao PRC CEO Aug.2005 -
Senior Management Wei Ming VP 2002' -
Senior Management Dong Biao Cheng VP Finance May.2004 -

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