●球 LION ROCK GROUP LIMITED 獅子山集團有限公司 股份代號：1127 2024翡翠 | --- | --- | |-------|-----------------------------------------------| | | | | | | | | 目錄 | | 2 | | | 7 | 管理層討論及分析 簡明綜合損益及其他全面收益表 | | 8 | 簡明綜合財務狀況表 | | 9 | 簡明綜合現金流量表 | | 11 | 簡明綜合股本變動表 | | 13 | 簡明綜合中期財務報表附註 | | 23 | 其他披露 | | | | 28 公司資料 書及兒童圖書市場這兩個分部的表現略顯遜色。 管理層討論及分析 | --- | --- | |----------------------------------------------------------|-------------------------------------------------------------------------------------------------------------| | 業務 ...

[Financial Performance Overview](index=1&type=section&id=I.%20Financial%20Performance%20Overview) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group achieved revenue growth and increased profit for the period and profit attributable to owners in H1 2024, though total comprehensive income slightly decreased due to higher exchange losses from overseas operations translation Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for H1 2024 (HK$ thousand) | Indicator | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Revenue | 1,257,315 | 1,209,685 | +3.9% | | Gross Profit | 399,247 | 382,715 | +4.3% | | Profit Before Income Tax | 111,880 | 108,521 | +3.1% | | Profit for the Period | 87,846 | 83,507 | +5.2% | | Profit Attributable to Owners of the Company | 79,098 | 71,157 | +11.1% | | Exchange Loss from Overseas Operations Translation | (14,597) | (8,030) | -81.8% | | Total Comprehensive Income for the Period | 73,249 | 75,477 | -3.0% | - Basic earnings per share increased from **9.61 HK cents** in H1 2023 to **10.55 HK cents** in H1 2024, while diluted earnings per share rose from **9.46 HK cents** to **10.49 HK cents**[3](index=3&type=chunk) [Financial Position Overview](index=3&type=section&id=II.%20Financial%20Position%20Overview) [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's total assets and net assets decreased compared to the end of 2023, primarily due to a reduction in current assets, while non-current assets remained relatively stable Condensed Consolidated Statement of Financial Position as of June 30, 2024 (HK$ thousand) | Indicator | June 30, 2024 | December 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 961,864 | 975,586 | -1.4% | | Current Assets | 1,683,151 | 1,913,851 | -12.0% | | Current Liabilities | 839,783 | 922,397 | -9.0% | | Net Current Assets | 843,368 | 991,454 | -14.9% | | Net Assets | 1,644,533 | 1,800,517 | -8.6% | | Total Equity | 1,644,533 | 1,800,517 | -8.6% | - Cash and cash equivalents significantly decreased from **HK$780,094 thousand** at the end of 2023 to **HK$516,365 thousand** as of June 30, 2024[4](index=4&type=chunk) [Cash Flow Overview](index=5&type=section&id=III.%20Cash%20Flow%20Overview) [Condensed Consolidated Statement of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) In H1 2024, the Group experienced a decrease in net cash from operating activities, a significant increase in net cash used in investing activities, and a substantial rise in net cash used in financing activities, leading to a considerable reduction in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows for H1 2024 (HK$ thousand) | Indicator | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | 125,620 | 196,010 | -35.9% | | Net Cash Used in Investing Activities | (234,720) | (88,248) | -165.9% | | Net Cash Used in Financing Activities | (153,180) | (75,669) | -102.4% | | Net (Decrease) Increase in Cash and Cash Equivalents | (262,280) | 32,093 | From increase to decrease | | Cash and Cash Equivalents at End of Period | 516,365 | 808,100 | -36.1% | - The significant increase in net cash used in investing activities was primarily due to increased payments for intangible assets (**HK$69,514 thousand**) and share repurchases by a subsidiary (**HK$157,103 thousand**)[6](index=6&type=chunk) [Equity Changes Overview](index=7&type=section&id=IV.%20Equity%20Changes%20Overview) [Condensed Consolidated Statement of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2024, equity attributable to owners of the company and non-controlling interests both decreased, mainly impacted by dividends paid, share repurchases by a subsidiary, and changes in exchange reserves Changes in Equity Attributable to Owners of the Company for H1 2024 (HK$ thousand) | Indicator | Balance as of January 1, 2024 | Balance as of June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 1,452,407 | 1,432,850 | -1.3% | | Non-controlling Interests | 348,110 | 211,683 | -39.2% | | Total Equity | 1,800,517 | 1,644,533 | -8.6% | - Share repurchases by a subsidiary led to a **HK$131,088 thousand** reduction in non-controlling interests and a **HK$26,015 thousand** reduction in equity attributable to owners of the company (recognized in other reserves)[8](index=8&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=9&type=section&id=V.%20Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [General Information](index=9&type=section&id=1.%20General%20Information) Lion Rock Group Limited was incorporated in Bermuda in 2011, primarily engaged in book publishing and printing services, and listed on the Hong Kong Stock Exchange in the same year - The company's principal activities are book publishing and providing printing services[10](index=10&type=chunk) - The company's shares were listed on The Stock Exchange of Hong Kong Limited on July 25, 2011[10](index=10&type=chunk) [Basis of Preparation](index=9&type=section&id=2.%20Basis%20of%20Preparation) The condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, using the historical cost convention, and have been reviewed by the Audit Committee, with no significant impact from new HKFRSs - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and Appendix 16 of the Listing Rules[11](index=11&type=chunk) - The adoption of new or revised Hong Kong Financial Reporting Standards had no significant impact on the financial statements for the current and prior accounting periods[11](index=11&type=chunk) [Segment Information](index=10&type=section&id=3.%20Segment%20Information) The Group's business is divided into two reportable operating segments: printing and publishing, with revenue analyzed by operating segment and geographical location, showing the US market as the largest revenue source [By Operating Segment](index=10&type=section&id=5.3.1%20By%20Operating%20Segment) In H1 2024, the printing segment achieved revenue growth and a slight improvement in segment results, while the publishing segment experienced a decline in both revenue and segment results Revenue and Segment Results by Operating Segment for H1 2024 (HK$ thousand) | Segment | H1 2024 Revenue | H1 2023 Revenue | Revenue Change | H1 2024 Segment Results | H1 2023 Segment Results | Results Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Printing | 870,089 | 806,367 | +7.9% | 108,582 | 102,779 | +5.6% | | Publishing | 387,226 | 403,318 | -4.0% | 18,543 | 23,710 | -21.8% | | Consolidated | 1,257,315 | 1,209,685 | +3.9% | 127,125 | 126,489 | +0.5% | [By Geographical Location](index=11&type=section&id=5.3.2%20By%20Geographical%20Location) The United States is the Group's largest revenue source, with H1 2024 revenue growing by 10.4% year-on-year, while markets like Australia, Germany, and France saw declines, and Italy and Mexico achieved significant growth Revenue by Geographical Location for H1 2024 (HK$ thousand) | Country | H1 2024 Revenue | H1 2023 Revenue | Change | | :--- | :--- | :--- | :--- | | United States | 605,808 | 548,551 | +10.4% | | Australia | 304,952 | 337,352 | -9.6% | | United Kingdom | 151,454 | 121,662 | +24.5% | | Italy | 24,411 | 9,151 | +166.8% | | Mexico | 12,394 | 382 | +3145.0% | [Finance Costs](index=11&type=section&id=4.%20Finance%20Costs) Total finance costs decreased by 18.5% in H1 2024, primarily due to reduced interest expense on bank borrowings, partially offset by increased interest on lease liabilities Finance Costs for H1 2024 (HK$ thousand) | Item | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 10,002 | 13,430 | -25.5% | | Interest on lease liabilities | 3,414 | 2,724 | +25.3% | | Total | 13,416 | 16,459 | -18.5% | [Profit Before Income Tax](index=12&type=section&id=5.%20Profit%20Before%20Income%20Tax) Profit before income tax for H1 2024 was HK$111,880 thousand, an increase from the prior period, mainly influenced by reduced depreciation, amortization, and impairment expenses, as well as increased interest income Profit Before Income Tax Adjustments for H1 2024 (HK$ thousand) | Item | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 22,904 | 20,831 | +10.0% | | Amortization and impairment of intangible assets | 51,618 | 57,398 | -10.1% | | Employee benefit expenses (net of capitalization) | 255,437 | 249,329 | +2.4% | | Net exchange loss | 1,377 | 5,554 | -75.2% | | Interest income | (9,965) | (9,415) | +5.8% | [Income Tax Expense](index=12&type=section&id=6.%20Income%20Tax%20Expense) Total income tax expense for H1 2024 slightly decreased, with a reduction in Hong Kong profits tax, while overseas taxation and under-provision for prior years increased Income Tax Expense for H1 2024 (HK$ thousand) | Item | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Hong Kong profits tax | 9,556 | 14,107 | -32.3% | | Overseas taxation | 12,063 | 8,474 | +42.4% | | Under-provision for prior years | 2,279 | - | N/A | | Deferred tax deduction | 136 | 2,433 | -94.4% | | Total | 24,034 | 25,014 | -3.9% | - Hong Kong profits tax is provided at a rate of **16.5%**, and overseas profits are taxed at local rates[17](index=17&type=chunk) [Earnings Per Share](index=13&type=section&id=7.%20Earnings%20Per%20Share) Both basic and diluted earnings per share increased in H1 2024, reflecting an improvement in the company's profitability Earnings Per Share for H1 2024 (HK cents) | Indicator | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share | 10.55 | 9.61 | +9.8% | | Diluted Earnings Per Share | 10.49 | 9.46 | +10.9% | - The weighted average number of ordinary shares used to calculate basic earnings per share increased from **740,417 thousand** to **749,698 thousand**[18](index=18&type=chunk) [Property, Plant and Equipment](index=13&type=section&id=8.%20Property,%20Plant%20and%20Equipment) As of June 30, 2024, the net book value of property, plant and equipment slightly decreased, mainly due to depreciation and exchange differences, though additions continued Net Book Value of Property, Plant and Equipment for H1 2024 (HK$ thousand) | Indicator | January 1, 2024 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Opening Net Book Value | 255,912 | N/A | N/A | | Additions | 21,837 | N/A | N/A | | Depreciation | (22,904) | N/A | N/A | | Closing Net Book Value | N/A | 249,381 | -2.6% | - The net book value of construction in progress increased from **HK$11,098 thousand** to **HK$11,189 thousand**[20](index=20&type=chunk) [Right-of-Use Assets](index=14&type=section&id=9.%20Right-of-Use%20Assets) As of June 30, 2024, the total right-of-use assets decreased compared to the end of 2023, primarily in leased properties and plant and equipment Right-of-Use Assets for H1 2024 (HK$ thousand) | Item | December 31, 2023 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Leased land | 4,261 | 4,130 | -3.1% | | Leased properties | 134,726 | 128,612 | -4.6% | | Plant and equipment | 3,514 | 3,108 | -11.5% | | Total | 142,501 | 135,850 | -4.6% | [Intangible Assets](index=14&type=section&id=10.%20Intangible%20Assets) As of June 30, 2024, total intangible assets slightly increased due to additions of other intangible assets, though amortization, impairment, and exchange differences had a negative impact Intangible Assets for H1 2024 (HK$ thousand) | Item | January 1, 2024 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Goodwill | 321,331 | 320,438 | -0.3% | | Other intangible assets | 195,203 | 206,601 | +5.8% | | Total | 516,534 | 527,039 | +2.0% | - Additions to other intangible assets amounted to **HK$69,514 thousand**, with amortization and impairment totaling **HK$51,618 thousand**[22](index=22&type=chunk) [Trade and Other Receivables and Deposits](index=15&type=section&id=11.%20Trade%20and%20Other%20Receivables%20and%20Deposits) As of June 30, 2024, total trade and other receivables and deposits increased, driven by a rise in net trade receivables, but with a reduction in impairment provisions Trade and Other Receivables and Deposits as of June 30, 2024 (HK$ thousand) | Item | June 30, 2024 | December 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Gross trade receivables | 661,167 | 637,750 | +3.7% | | Less: Impairment provision | (26,239) | (30,752) | -14.7% | | Net trade receivables | 634,928 | 606,998 | +4.6% | | Other receivables and deposits | 114,672 | 95,870 | +19.6% | | Total | 749,600 | 702,868 | +6.6% | - The credit period granted to trade customers is generally **30 to 150 days**[23](index=23&type=chunk) [Trade and Other Payables](index=15&type=section&id=12.%20Trade%20and%20Other%20Payables) As of June 30, 2024, total trade and other payables decreased, primarily due to a reduction in other payables and accrued expenses Trade and Other Payables as of June 30, 2024 (HK$ thousand) | Item | June 30, 2024 | December 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Gross trade payables | 171,365 | 177,380 | -3.4% | | Other payables and accrued expenses | 293,017 | 309,540 | -5.4% | | Total | 464,382 | 486,920 | -4.6% | [Bank Borrowings](index=16&type=section&id=13.%20Bank%20Borrowings) As of June 30, 2024, total bank borrowings decreased compared to the end of 2023, mainly reflecting a reduction in bank loans repayable after one year Bank Borrowings as of June 30, 2024 (HK$ thousand) | Item | June 30, 2024 | December 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Bank loans repayable within one year | 200,727 | 185,576 | +8.2% | | Bank loans repayable after one year | 77,423 | 106,786 | -27.5% | | Bank loans repayable in the third to fifth year | - | 37,667 | -100% | | Total | 278,150 | 330,029 | -15.7% | - All bank borrowings are guaranteed by the company, bear interest at floating rates, and are repayable within five years[25](index=25&type=chunk) [Share Capital](index=16&type=section&id=14.%20Share%20Capital) As of June 30, 2024, the company's authorized and issued and fully paid share capital remained stable, with a par value of HK$0.01 per share Share Capital Information as of June 30, 2024 (HK$ thousand) | Item | Number of Shares (thousand) | Amount (HK$ thousand) | | :--- | :--- | :--- | | Authorized Share Capital | 1,500,000 | 15,000 | | Issued and Fully Paid Share Capital | 770,000 | 7,700 | [Capital Commitments](index=16&type=section&id=15.%20Capital%20Commitments) As of June 30, 2024, the Group's capital commitments contracted but not provided for, related to the acquisition of property, plant and equipment, increased Capital Commitments as of June 30, 2024 (HK$ thousand) | Item | June 30, 2024 | December 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Acquisition of property, plant and equipment | 5,815 | 5,072 | +14.6% | [Dividends and Distributions](index=17&type=section&id=16.%20Dividends%20and%20Distributions) In H1 2024, the total final dividend paid for 2023 decreased, but interim and special dividends were declared, with the special dividend being a new addition Dividends and Distributions for H1 2024 (HK$ thousand) | Item | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | 2023 Final Dividend (HK$0.080 per share) | 61,600 | 53,900 | +14.3% | | 2022 Special Dividend (HK$0.030 per share) | - | 23,100 | -100% | | Dividend income from shares held under share award scheme | (1,608) | (2,958) | -45.7% | | Total dividends paid to owners of the company | 59,992 | 74,042 | -19.0% | | Interim dividend declared (HK$0.030 per share) | 23,100 | 23,100 | 0% | | Special dividend declared (HK$0.015 per share) | 11,550 | - | N/A | | Total dividends declared | 34,650 | 23,100 | +50.0% | - An interim dividend of **HK$0.030 per share** and a special dividend of **HK$0.015 per share** were declared for H1 2024, to be paid in cash and reflected in retained earnings for the year ending December 31, 2024[29](index=29&type=chunk) [Related Party Transactions](index=18&type=section&id=17.%20Related%20Party%20Transactions) Total key management personnel compensation slightly decreased in H1 2024, primarily due to a reduction in equity-settled share-based payment expenses Key Management Personnel Compensation for H1 2024 (HK$ thousand) | Item | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Short-term compensation | 4,432 | 4,402 | +0.7% | | Post-employment benefits | 101 | 99 | +2.0% | | Equity-settled share-based payment expenses | 284 | 478 | -40.6% | | Total | 4,817 | 4,979 | -3.3% | [Contingent Liabilities](index=18&type=section&id=18.%20Contingent%20Liabilities) As of June 30, 2024, the Group had no significant contingent liabilities - As of June 30, 2024, the Group had no significant contingent liabilities[31](index=31&type=chunk) [Fair Value Measurement](index=18&type=section&id=19.%20Fair%20Value%20Measurement) The Group's forward foreign exchange contracts had no net fair value as of June 30, 2024, and other financial instruments were accounted for at cost or amortized cost with no significant fair value changes Recurring Fair Value Measurements as of June 30, 2024 (HK$ thousand) | Item | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Net fair value of forward foreign exchange contracts | - | 238 | - There were no significant changes in the fair value of trade and other receivables, payables, bank borrowings, and lease liabilities[33](index=33&type=chunk) [Repurchase of Shares by a Subsidiary](index=19&type=section&id=20.%20Repurchase%20of%20Shares%20by%20a%20Subsidiary) In March 2024, non-wholly owned subsidiary The Quarto Group, Inc. repurchased shares through a tender offer, increasing the Group's equity interest in Quarto from 50.08% to 67.79% and reducing equity attributable to owners of the company - The Quarto Group, Inc. repurchased **10,639,491 shares** for a total consideration of approximately **HK$157,103 thousand**[35](index=35&type=chunk) - The Group's equity interest in Quarto increased from **50.08%** to **67.79%**[35](index=35&type=chunk) - The share repurchase resulted in a **HK$26,015 thousand** reduction in equity attributable to owners of the company, recognized in other reserves[35](index=35&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=VI.%20Management%20Discussion%20and%20Analysis) [Business Review](index=20&type=section&id=Business%20Review) Despite a complex macroeconomic environment, a sluggish global book market, and rising freight costs, the Group achieved excellent results in H1 2024, with increased turnover and profit attributable to owners, driven by print manufacturing and enhanced Quarto equity [Macroeconomic Environment and Overall Performance](index=20&type=section&id=6.1.1%20Macroeconomic%20Environment%20and%20Overall%20Performance) In H1 2024, the Group's turnover grew by 4% to HK$1,257 million, and profit attributable to owners increased by 11% to HK$79.1 million, primarily driven by print manufacturing and improved Quarto profit contribution, despite a sluggish global book market, a 0.5% decline in US print book sales, and soaring shipping costs impacting publishers' profitability Group Overall Performance for H1 2024 (HK$ million) | Indicator | H1 2024 | H1 2023 | Change | | :--- | :--- | :--- | :--- | | Turnover | 1,257 | 1,210 | +4% | | Profit Attributable to Owners of the Company | 79.1 | 71.2 | +11% | - The global book market was sluggish, with US print book sales down **0.5%** year-on-year, adult fiction up **6%**, and adult non-fiction and children's books down **3%**[36](index=36&type=chunk) - Freight costs from China to the US West Coast surged from **US$3,500/FEU** to **US$7,500/FEU**, with rising shipping costs impacting illustrated book publishers' profitability by approximately **US$2 million**[37](index=37&type=chunk) [Print Manufacturing Segment](index=21&type=section&id=6.1.2%20Print%20Manufacturing%20Segment) Regal Printing's sales turnover grew by 20% but profit margins declined due to increased competition; OPUS Group's turnover decreased by 4% but improved margins through cost control; Papercraft's sales turnover significantly increased by 113%, reducing operating losses and becoming a key component of the Group's "China Plus One" strategy - Regal Printing's sales turnover increased by **20%**, but profit margins declined due to intensified competition from local Chinese printers[39](index=39&type=chunk) - OPUS Group's turnover decreased by **4%**, but profit margins improved through the integration of Griffin Press and implementation of cost controls[39](index=39&type=chunk) - Papercraft (Malaysia) sales turnover increased by **113%**, with operating losses significantly reduced, making it a crucial part of the Group's "China Plus One" strategy[40](index=40&type=chunk) [Print Services Management Segment](index=21&type=section&id=6.1.3%20Print%20Services%20Management%20Segment) APOL Group's sales turnover grew by 2%, with increases in key markets offsetting declines elsewhere, while Regent's sales turnover decreased by 14%, consistent with a weak US book market, prompting management to actively explore new markets like the Middle East - APOL Group's sales turnover increased by **2%**, driven by the US, UK, and Australian markets[41](index=41&type=chunk) - Regent's sales turnover decreased by **14%**, linked to the weak US book market, and the company is exploring expansion into the Middle East market[42](index=42&type=chunk) [Publishing Segment](index=22&type=section&id=6.1.4%20Publishing%20Segment) Quarto Group's revenue declined by 4%, mainly due to decreased B2B sales; the Group's equity interest in Quarto increased to 68%, and new management is focused on attracting renowned authors and high-caliber staff to improve performance, with results to be assessed in Q3 - Quarto Group's revenue decreased by **4%**, primarily due to a decline in business-to-business (B2B) sales[43](index=43&type=chunk) - The Group's equity interest in Quarto increased from **50%** to **68%**, and Quarto has voluntarily delisted from the London Stock Exchange[43](index=43&type=chunk) - New management is committed to attracting renowned authors and high-caliber staff, with the effectiveness of high-investment books to be assessed in the third quarter[43](index=43&type=chunk) [Outlook](index=22&type=section&id=Outlook) The Group maintains cautious optimism for full-year performance, anticipating a continued sluggish global illustrated book market and print services demand in H2; Red Sea shipping disruptions cause freight volatility, but sea freight prices are expected to decline in Q4; geopolitical tensions could escalate into trade wars, which the Group addresses by increasing Papercraft's capacity in Malaysia; the Group plans to repay some bank debt and adjust dividend payment timing - The global illustrated book market and demand for print services are expected to remain sluggish in H2, influenced by the US presidential election and publishers adjusting orders[44](index=44&type=chunk) - Sea freight prices are anticipated to decrease in Q4, but overall freight costs may not change significantly due to high Western land freight costs[44](index=44&type=chunk) - Geopolitical factors pose the greatest threat, and the Group has increased Papercraft's capacity in Malaysia to mitigate risks of potential trade wars and comprehensive tariffs on Chinese goods[45](index=45&type=chunk) - The Group plans to repay some bank debt due to a lack of M&A opportunities with reasonable valuations[45](index=45&type=chunk) - An interim dividend of **3.0 HK cents per share** and a special dividend of **1.5 HK cents per share** have been declared, with the second dividend payment brought forward to April of the following year[45](index=45&type=chunk) [Financial Review](index=24&type=section&id=VII.%20Financial%20Review) [Analysis of Statement of Profit or Loss Items](index=24&type=section&id=Analysis%20of%20Statement%20of%20Profit%20or%20Loss%20Items) In H1 2024, turnover grew by 3.9%, with the printing segment up 7.9% and publishing down 4.0%; gross profit margin slightly increased to 31.8%; interest income rose, other income decreased; selling and distribution costs increased, administrative expenses rose, finance costs decreased, and income tax expense reduced; profit attributable to owners of the company grew by 11.1% - Turnover increased by **3.9%** to **HK$1,257.3 million**, with the printing segment growing by **7.9%** and the publishing segment declining by **4.0%**[46](index=46&type=chunk) - Gross profit margin slightly increased from **31.6%** to **31.8%**, with publishing segment margins rising and printing segment margins decreasing[46](index=46&type=chunk) - Selling and distribution costs increased to **HK$180.7 million**, rising from **13.9%** to **14.4%** of sales, primarily due to soaring freight costs and increased marketing expenses[46](index=46&type=chunk) - Administrative expenses increased to **HK$114.7 million**, mainly due to higher legal and professional fees for corporate projects such as Quarto's delisting, tender offer, and share repurchases[46](index=46&type=chunk) - Finance costs decreased to **HK$13.4 million**, primarily attributable to the repayment of bank borrowings[47](index=47&type=chunk) - Income tax expense decreased to **HK$24.0 million**, as entities in Singapore and Malaysia began generating profits, with unrecognised tax loss credits[47](index=47&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=25&type=section&id=Liquidity,%20Financial%20Resources%20and%20Capital%20Structure) As of June 30, 2024, the Group's net current assets and cash and bank balances both decreased, and the current ratio slightly declined, while the gearing ratio decreased to 26.0%, indicating improved financial leverage Liquidity and Capital Structure as of June 30, 2024 (HK$ thousand) | Indicator | June 30, 2024 | December 31, 2023 | Change | | :--- | :--- | :--- | :--- | | Net Current Assets | 843,400 | 991,500 | -14.9% | | Cash and Bank Balances | 516,400 | 780,100 | -33.8% | | Current Ratio | 2.0 | 2.1 | -0.1 | | Total Bank Borrowings and Lease Liabilities | 428,000 | 485,700 | -11.9% | | Gearing Ratio | 26.0% | 27.0% | -1.0% | - The Group acquired approximately **HK$21.8 million** in property, plant and equipment, funded by internal resources[48](index=48&type=chunk) - The Group regularly monitors its liquidity requirements to ensure sufficient cash reserves and credit facilities[49](index=49&type=chunk) [Other Financial and Operating Disclosures](index=26&type=section&id=VIII.%20Other%20Financial%20and%20Operating%20Disclosures) [Foreign Exchange Management](index=26&type=section&id=Foreign%20Exchange%20Management) The Group's sales are denominated in multiple currencies (USD, AUD, EUR, GBP), while costs and expenses are primarily in USD, AUD, HKD, and RMB, with foreign exchange contracts entered into periodically to hedge currency risks - The Group's sales are primarily denominated in US dollars, Australian dollars, Euros, and British Pounds, while costs and expenses are mainly denominated in US dollars, Australian dollars, Hong Kong dollars, and Renminbi[50](index=50&type=chunk) - The Group enters into foreign exchange contracts from time to time to hedge currency risks[50](index=50&type=chunk) [Pledged Assets](index=26&type=section&id=Pledged%20Assets) As of June 30, 2024, the Group had approximately HK$200 thousand in pledged deposits, serving as collateral for a subsidiary's bank guarantee facilities - As of June 30, 2024, the Group had approximately **HK$200 thousand** in pledged deposits, serving as collateral for a subsidiary's bank guarantee facilities[51](index=51&type=chunk) [Capital Commitments and Contingent Liabilities](index=26&type=section&id=Capital%20Commitments%20and%20Contingent%20Liabilities) As of June 30, 2024, the Group had capital commitments of approximately HK$5.8 million for the acquisition of printing machinery and no significant contingent liabilities - As of June 30, 2024, the Group had capital commitments of approximately **HK$5.8 million** for the acquisition of printing machinery[52](index=52&type=chunk) - The Group had no significant contingent liabilities as of June 30, 2024[52](index=52&type=chunk) [Corporate Governance and Shareholder Information](index=27&type=section&id=IX.%20Corporate%20Governance%20and%20Shareholder%20Information) [Directors' and Chief Executive's Interests in Securities](index=27&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Securities) As of June 30, 2024, several directors held long positions in the company's shares and its associate, OPUS Group Limited, with Mr. Liu Chuk Kin holding 46.70% of the company's issued share capital, and some directors also holding unvested shares under the share award scheme Directors' Long Positions in the Company's Shares as of June 30, 2024 (Shares) | Director's Name | Personal Interests | Corporate Interests | Total Interests | Percentage of Company's Issued Share Capital (%) | | :--- | :--- | :--- | :--- | :--- | | Mr. Liu Chuk Kin | 93,183,906 | 266,432,717 | 359,616,623 | 46.70 | | Ms. Lam Mei Lan | 10,148,688 | Nil | 10,148,688 | 1.32 | | Mr. Kwok Chun Sing | 200,000 | 249,804 | 449,804 | 0.06 | - Mr. Liu Chuk Kin held a long position of **336,247,275 shares** in OPUS Group Limited, representing **67.43%** of its issued share capital[54](index=54&type=chunk) - Ms. Lam Mei Lan, Professor Li Xiao Liang, and Mr. Ho Tai Wai held unvested shares granted under the share award scheme[55](index=55&type=chunk) [Major Shareholders](index=29&type=section&id=Major%20Shareholders) As of June 30, 2024, Qing Tian Group Limited, City Apex Ltd., Mr. Cheng Man Ki, Mr. Webb David Michael, and JcbNext Berhad were major shareholders, holding 5% or more of the company's issued share capital Major Shareholders' Shareholdings as of June 30, 2024 (Shares) | Shareholder Name | Total Interests | Percentage of Company's Issued Share Capital (%) | | :--- | :--- | :--- | | Qing Tian Group Limited | 266,432,717 | 34.60 | | City Apex Ltd. | 258,135,326 | 33.52 | | Mr. Cheng Man Ki | 64,179,613 | 8.34 | | Mr. Webb David Michael | 69,344,976 | 9.00 | | JcbNext Berhad | 54,112,030 | 7.03 | | Preferable Situation Assets Limited | 41,413,808 | 5.38 | [Share Award Scheme](index=30&type=section&id=Share%20Award%20Scheme) The Regal Printing Share Award Scheme expired on December 30, 2023, with no new shares granted or purchased in H1 2024, and 19,236,000 award shares remained effective as of June 30, 2024 - The Regal Printing Share Award Scheme expired on **December 30, 2023**[59](index=59&type=chunk) - No new shares were granted or purchased in H1 2024, but some shares vested and were cancelled[59](index=59&type=chunk) - As of June 30, 2024, **19,236,000** award shares remained effective[59](index=59&type=chunk) [Share Option Scheme](index=30&type=section&id=Share%20Option%20Scheme) As of June 30, 2024, and the date of this interim report, the company had no share option scheme - As of June 30, 2024, and the date of this interim report, the company had no share option scheme[60](index=60&type=chunk) [Purchase, Sale or Redemption of Shares](index=31&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Shares) For the six months ended June 30, 2024, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2024, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[61](index=61&type=chunk) [Corporate Governance Code](index=31&type=section&id=Corporate%20Governance%20Code) The Board believes that the company has complied with the code provisions set out in Appendix 14 of the Listing Rules, "Corporate Governance Code," for H1 2024 - The Board believes that the company has complied with the code provisions set out in Appendix 14 of the Listing Rules, "Corporate Governance Code," for the six months ended June 30, 2024[62](index=62&type=chunk) [Standard Code for Securities Transactions](index=31&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The company has adopted the Standard Code as the code for directors' dealings in company securities and confirmed no non-compliance by directors in H1 2024 - The company has adopted the Standard Code as the code for directors' dealings in the company's securities[63](index=63&type=chunk) - For the six months ended June 30, 2024, no directors failed to comply with the required standards set out in the Standard Code[63](index=63&type=chunk) [Employees and Remuneration Policy](index=31&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2024, the Group had approximately 1,797 full-time employees, offering competitive salaries and benefits including share awards, provident funds, insurance, and medical coverage Number of Employees | Date | Number of Full-time Employees | | :--- | :--- | | June 30, 2024 | 1,797 | | June 30, 2023 | 1,748 | - Employee salaries are competitive and rewarded based on performance, with benefits including share awards, provident funds, insurance, and medical coverage[64](index=64&type=chunk) [Interim and Special Dividends and Closure of Register of Members](index=31&type=section&id=Interim%20and%20Special%20Dividends%20and%20Closure%20of%20Register%20of%20Members) The Board recommends an interim dividend of HK$0.030 per share and a special dividend of HK$0.015 per share, with the register of members to be closed on September 10, 2024, and dividends expected to be paid on September 24, 2024 - An interim dividend of **HK$0.030 per share** and a special dividend of **HK$0.015 per share** are recommended[65](index=65&type=chunk) - The register of members will be closed on **September 10, 2024**, and dividends are expected to be paid on **September 24, 2024**[65](index=65&type=chunk) [Audit Committee](index=32&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing the Group's financial reporting and internal controls, and has reviewed this interim report, deeming it compliant with applicable accounting standards and adequately disclosed - The Audit Committee comprises three independent non-executive directors and is responsible for reviewing the Group's financial reporting and internal controls[66](index=66&type=chunk) - The Audit Committee has reviewed this interim report and considers it to be in compliance with applicable accounting standards and adequately disclosed[66](index=66&type=chunk) [Board Composition](index=32&type=section&id=Board%20Composition) As of the date of this announcement, the Board of Directors comprises three executive directors, two non-executive directors, and three independent non-executive directors - The Board of Directors comprises three executive directors (Mr. Liu Chuk Kin, Ms. Lam Mei Lan, Mr. Chu Chun Wan), two non-executive directors (Mr. Li Hai, Mr. Kwok Chun Sing), and three independent non-executive directors (Professor Li Xiao Liang, Mr. Ho Tai Wai, Mr. Ng Siu On)[67](index=67&type=chunk)

Procurement and Customer Concentration - The top five suppliers accounted for approximately 34% of total procurement, with the largest supplier representing 11%[2] - The top five customers contributed about 22% to total sales, with the largest customer accounting for 8%[2] Employee and Management Information - The group employed approximately 1,771 full-time employees as of December 31, 2023, an increase from 1,683 in 2022[8] - The remuneration of senior management for the year ending December 31, 2023, is detailed according to salary grades[31] - The company encourages directors to participate in professional development courses related to listing rules and corporate governance[22] Corporate Governance and Board Structure - The board of directors consists of eight members, including three executive directors, two non-executive directors, and three independent non-executive directors[11] - The company has adopted a diversity policy for its board members, currently including two female directors[11] - The company confirmed that all independent non-executive directors are independent individuals as per the listing rules[6] - The company has maintained the required public float as stipulated by the listing rules during the fiscal year ending December 31, 2023[11] - The company will propose the reappointment of its auditor at the upcoming annual general meeting[9] - The board of directors held four meetings and one annual general meeting in 2023, with full attendance from all directors[15] - The nomination committee was formed in February 2012 and consists of executive and independent non-executive directors, with the chairman being Mr. Liu[29] Risk Management and Compliance - The company has established a continuous process to identify, assess, and manage significant risks, with management responsible for reporting risk assessment results[20] - The company has implemented appropriate policies and controls to ensure asset protection and compliance with relevant rules and regulations[20] - The independent qualified accountant conducted an annual review of the internal control system, finding no significant defects and confirming its effectiveness[20] - The company has a whistleblowing policy to encourage employees to report any suspected misconduct[20] - The company is committed to maintaining compliance with corporate governance codes and has made progress in implementing these regulations[40] Financial Performance - The company's revenue increased by 3% to HKD 2,563,000,000 in 2023, compared to HKD 2,496,000,000 in 2022[98] - The net profit after tax decreased by 16% to HKD 240,700,000 in 2023, down from HKD 285,800,000 in 2022, primarily due to a one-time gain of HKD 31,000,000 recorded in 2022[98] - The company's profit attributable to owners for the year ended December 31, 2023, was HKD 185,200,000, a decrease of 15.8% compared to HKD 219,900,000 in 2022[120] Dividend Policy - The company has adopted a dividend policy that considers actual and expected financial performance, operational capital requirements, and future expansion plans[42] - The company proposed a final dividend of HKD 0.08 per share, totaling HKD 0.11 per share for the year, reflecting confidence in long-term prospects[101] - The board proposed a final dividend of HKD 0.08 per share for the year ended December 31, 2023, compared to HKD 0.07 and a special dividend of HKD 0.03 in 2022[122] Acquisitions and Market Strategy - The company plans to diversify its supply chain and markets to address geopolitical risks and trade policies, enhancing dialogue with overseas customers and regional suppliers[99] - The company is focusing on digital printing technology, which is expected to revolutionize the industry by reducing operational time and inventory costs[93] - The company is adopting a diversification strategy to mitigate risks associated with geopolitical tensions affecting the Chinese manufacturing sector[114] Financial Position and Assets - The goodwill and intangible assets related to acquisitions amounted to HKD 321,331,000 and HKD 741,713,000, respectively, as of December 31, 2023[53] - As of December 31, 2023, the carrying amount of trade and other receivables was HKD 702,868,000, representing 37% of the group's current assets[60] - The group's net current assets as of December 31, 2023, were approximately HKD 991,500,000, up from HKD 869,300,000 in 2022, with cash and cash equivalents around HKD 780,100,000[120] Shareholder Information - The company has established a shareholder communication policy to ensure effective communication with shareholders through various channels[46] - The company reported a total of 325,609,275 shares held by Liu Zhu Jian, representing 65.30% of the issued share capital of the associated entity, Aoshih Global Group Limited[157] - Major shareholders include Qingtian Group Limited with a total interest of 266,432,717 shares, accounting for 34.60% of the issued share capital[167] Audit and Financial Review - The audit committee held three meetings in 2023, with full attendance from its members[43] - The company’s financial reports for the interim period of 2023 and the annual report for 2022 were reviewed by the audit committee and deemed compliant with applicable accounting standards[40] - The audit committee is responsible for overseeing the relationship with external auditors and reviewing the group's financial information[39] Challenges and Market Conditions - The company is facing challenges from the increasing shift towards digital media, which may impact the demand for printed materials[93] - The global book market faced significant challenges, with U.S. printed book sales declining by 3%, while children's books dropped by 5%[110] - The company expects the Chinese book market to remain weak in 2024, prompting local printers to diversify towards overseas publishing clients[117]

Financial Performance - For the fiscal year ended December 31, 2023, the company reported total revenue of HKD 2,562,781, an increase of 2.66% from HKD 2,496,089 in the previous year[5]. - The gross profit for the year was HKD 839,221, slightly up from HKD 831,425, resulting in a gross margin of approximately 32.8%[5]. - The net profit for the year was HKD 240,722, a decrease of 15.8% compared to HKD 285,809 in the previous year[5]. - The total comprehensive income for the year was HKD 243,792, down from HKD 249,483 in the previous year[6]. - Basic earnings per share for the year were HKD 24.97, compared to HKD 29.70 in the previous year, reflecting a decline of 16.3%[6]. - The profit before tax for the year 2023 was approximately HKD 185,248,000, a decrease from HKD 219,911,000 in 2022, reflecting a decline of about 15.7%[52]. - The company reported a net profit attributable to shareholders of HKD 185,200,000 for the year, a decrease of 15.8% from HKD 219,900,000 in 2022[98]. Revenue Breakdown - Printing revenue amounted to HKD 1,614,872,000, slightly down from HKD 1,620,197,000 in the previous year, indicating a decrease of about 0.02%[33]. - Publishing revenue increased to HKD 947,909,000 from HKD 875,892,000, reflecting a growth of approximately 8.21%[33]. - The total revenue from the publishing segment was HKD 947,909 in 2023, up from HKD 875,892 in 2022, indicating an increase of approximately 8.2%[36]. - The acquisition of Griffin Press contributed to the revenue growth in 2023, alongside the consolidation of Quarto as a subsidiary[76]. - The book publishing segment contributed approximately HKD 947,900,000 in revenue for the year, compared to HKD 875,900,000 in 2022, while the printing segment generated approximately HKD 1,614,900,000, a slight decrease from HKD 1,620,200,000 in the previous year[96]. Assets and Liabilities - The company's total assets as of December 31, 2023, were HKD 1,913,851, an increase from HKD 1,881,317 in the previous year[8]. - The total liabilities decreased to HKD 113,000 from HKD 130,834, indicating improved financial stability[8]. - As of December 31, 2023, total equity amounted to HKD 1,654,961,000, with retained earnings of HKD 1,025,857,000[10]. - The total assets of the company as of December 31, 2023, amount to HKD 255,912,000, compared to HKD 224,642,000 in 2022, indicating growth[53]. - The total liabilities as of December 31, 2023, are HKD 142,501,000, an increase from HKD 103,216,000 in 2022[55]. Cash Flow and Dividends - Cash and cash equivalents increased to HKD 780,094 from HKD 770,217, showing a positive cash flow trend[8]. - The company declared a proposed final dividend of HKD 61,600,000 for the year[10]. - The proposed final dividend for the year is HKD 0.08 per share, totaling approximately HKD 61,600,000, compared to HKD 53,900,000 for the previous year's final dividend[50]. - The board has proposed a final dividend of HKD 0.08 per share for the fiscal year ending December 31, 2023, compared to HKD 0.07 and a special dividend of HKD 0.03 in 2022[106]. Cost Management - The company reported a decrease in administrative expenses to HKD 211,955 from HKD 180,118, reflecting cost management efforts[5]. - The total employee benefits expenses increased to HKD 582,446,000 in 2023 from HKD 522,947,000 in 2022, representing an increase of approximately 11.4%[50]. - The financial expenses for the group increased to HKD 36,402 in 2023 from HKD 18,093 in 2022, marking an increase of approximately 101.3%[43]. - The company has increased its administrative expenses to approximately HKD 212,000,000, primarily due to the full-year administrative costs of Quarto and Griffin businesses[97]. Market and Strategic Outlook - The company plans to focus on market expansion and new product development in the upcoming fiscal year[5]. - The company implemented strategies for supply chain and market diversification in response to geopolitical tensions and inflationary pressures[73]. - The company plans to continue enhancing its printing capacity in Malaysia due to sustained demand for book printing in Southeast Asia[93]. - The Chinese book market is expected to remain weak in 2024, prompting local printers to diversify towards overseas clients[87]. Accounting and Compliance - The company has adopted new or revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the group's performance or financial position for the current or prior periods[17]. - The financial statements are prepared in accordance with the Hong Kong Financial Reporting Standards and comply with the applicable disclosure requirements of the Stock Exchange[1]. - The group has not early adopted any new or revised standards that have not yet come into effect during the current accounting period[21].

智通财经APP讯，狮子山集团(01127)发布公告，于2024年1月18日，Quarto董事会已宣布启动收购要约。收购要约中，向Quarto股东要约购买最多1127.68万股Quarto股份，约占Quarto现有已发行股本的27.58%，有关收购价为每股Quarto股份1.50英镑。于2024年2月13日，Quarto董事会宣布，将收购要约的届满日期由2024年2月15日延长至2024年2月29日。 截至本公布日期为止，在收购要约中已经有效交出1063.95万股Quarto股份，而Quarto已经同意接纳所有有关交出的Quarto股份，有关总代价为1595.92万英镑(相当于约1.58亿港元)。Quarto将会于2024年3月28日完成就收购要约付款。 于本公布日期，公司间接全资附属公司汇星印刷持有2047.80万股Quarto股份，且Quarto董事Andrea Giunti Lombardo于913.43万股Quarto股份中拥有权益。汇星印刷及Andrea Giunti Lombardo均并无接纳收购要约。 于收购要约完成后，汇星印刷于Quarto的权益将由50.08%增加至67.70%。 公告称，公司 ...

Financial Performance - Basic earnings per share for the six months ended June 30, 2023, were HKD 71,157, compared to HKD 140,326 for the same period in 2022, representing a decrease of approximately 49.3%[3] - Total revenue for the six months ended June 30, 2023, was HKD 1,209,685,000, an increase from HKD 1,086,732,000 in the same period of 2022, representing a growth of approximately 11.3%[23] - The company's operating profit before tax for the six months ended June 30, 2023, was HKD 187,044,000, compared to HKD 154,027,000 in the previous year, indicating an increase of about 21.4%[23] - Net profit after tax decreased by 47% to HKD 83,500,000, down from HKD 157,100,000 in the first half of 2022, primarily due to a one-time gain from Quarto being recognized as an associate last year[109] - Basic earnings per share decreased to HKD 9.61 in 2023 from HKD 18.95 in 2022, reflecting the overall decline in profitability[130] Assets and Liabilities - Trade receivables as of June 30, 2023, totaled HKD 576,248, down from HKD 608,792 as of December 31, 2022, indicating a decrease of about 5.3%[10] - The net value of construction in progress increased to HKD 10,029,000 as of June 30, 2023, from HKD 6,362,000 as of December 31, 2022, reflecting a growth of approximately 57.5%[5] - Total bank borrowings as of June 30, 2023, amounted to HKD 475,546, an increase from HKD 438,487 as of December 31, 2022, representing a rise of about 8.5%[12] - The total value of trade payables as of June 30, 2023, was HKD 137,726, a decrease from HKD 146,947 as of December 31, 2022, indicating a decline of approximately 6.3%[11] - The company's total liabilities included bank borrowings of HKD 441,741,000, supported by corporate guarantees and secured by various assets[31] Cash Flow and Investments - The total cash and cash equivalents at the end of June 2023 amounted to HKD 808,100,000, up from HKD 580,157,000 in 2022, representing an increase of 39%[122] - The net cash generated from operating activities was HKD 196,010,000, down from HKD 204,390,000 in the previous year, reflecting a decline of approximately 4%[122] - The company raised HKD 150,000,000 in bank borrowings, an increase of 25% from HKD 120,000,000 in the same period last year[122] - The company is investing $50 million in research and development for new technologies aimed at enhancing user experience[154] - The company aims to maintain sufficient cash reserves to capitalize on acquisition opportunities in the coming 6 to 12 months[124] Operational Efficiency - The gross profit margin decreased from 33.3% for the six months ended June 30, 2022, to 31.6% for the same period in 2023, primarily due to rising material costs[124] - Administrative expenses increased to approximately HKD 110,898,000 in 2023 from HKD 74,655,000 in 2022, attributed to the inclusion of Quarto and Griffin's full six-month administrative costs[130] - Financial expenses rose to approximately HKD 16,459,000 in 2023 from HKD 5,062,000 in 2022, driven by increased bank borrowings and rising interest rates[126] - The company aims to reduce operational costs by 5% through efficiency improvements in the supply chain[154] - The group faced significant delays in providing printing services due to supply chain bottlenecks, including paper supply issues and a shortage of experienced staff[109] Market and Strategic Outlook - The company is actively managing credit risk and optimizing operations to enhance profitability amid a challenging book market[103] - The company expects continued low demand for printing services due to a weak book market in the United States[103] - The company has positioned itself as one of the few printing groups offering a "China +1" option, which is considered a robust strategic investment[102] - The company plans to continue focusing on diversification strategies and will regularly review business segments for potential acquisitions[124] - The company is considering strategic acquisitions to bolster its market position, with a budget of $100 million allocated for potential deals[154] Shareholder Information - The company declared an interim dividend of HKD 0.03 per share for the six months ended June 30, 2023, totaling HKD 23,100,000, consistent with the previous year[43] - The total equity held by Mr. Liu, including personal and corporate interests, amounts to 359,416,623 shares, representing 46.68% of the company's issued share capital[54] - Major shareholders include individuals holding 5% or more of the issued share capital, with specific mention of Mr. Liu holding 46.68%[75] - The company has not issued any share awards or purchased shares under the share incentive plan during the six months ended June 30, 2023[70] - The company has established a trust to manage and hold shares under the stock reward plan[79]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示，概不對因本公佈全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任 何責任。 LION ROCK GROUP LIMITED 獅子山集團有限公司* （於百慕達註冊成立之有限公司） （股份代號：1127） 截至二零二三年六月三十日止六個月之 中期業績公佈 獅子山集團有限公司（「本公司」）董事會（「董事會」）謹此提呈本公司及其附屬公司（統稱為「本集 團」）截至二零二三年六月三十日止六個月之未經審核綜合業績，連同二零二二年同期之未經審核比較 數字如下： 簡明綜合損益及其他全面收益表 截至二零二三年六月三十日止六個月 （未經審核） 截至六月三十日止 六個月 二零二三年 二零二二年 附註 千港元 千港元 收益 3 1,209,685 1,086,732 直接經營成本 (826,970) (724,591) ________ ________ 毛利 382,715 362,141 ...

Announcement Overview [Purpose and Background of Announcement](index=1&type=section&id=1.1%20Purpose%20and%20Background%20of%20Announcement) This announcement supplements the 2022 annual report of Lion Rock Group Limited, providing additional information on the share award scheme and clarifying related terms and award details as of December 31, 2022 - This announcement supplements the annual report of Lion Rock Group Limited for the year ended December 31, 2022[1](index=1&type=chunk)[2](index=2&type=chunk)[12](index=12&type=chunk) - It provides additional information on the share award scheme in accordance with Chapter 17 of the Listing Rules[1](index=1&type=chunk) [Board Composition](index=3&type=section&id=1.2%20Board%20Composition) As of the announcement date, the company's board comprises three executive directors, two non-executive directors, and three independent non-executive directors - The Company's Board of Directors comprises executive directors Mr. Lau Chuk Kin, Ms. Lam Mei Lan, and Mr. Chu Chun Wan; non-executive directors Mr. Li Hai and Mr. Kwok Chun Sing; and independent non-executive directors Professor Li Xiao Liang, Dr. Wu Lai Man, and Mr. Ho Tai Wai[16](index=16&type=chunk)[17](index=17&type=chunk) Details of Share Award Scheme [Eligible Participants](index=1&type=section&id=2.1%20Eligible%20Participants) Eligible participants in the share award scheme include employees (including executive and non-executive directors) of any group member company and agents providing services solely for selling group products or services - Eligible participants in the share award scheme include employees (including any executive and non-executive directors of any Group member company) and agents (individuals providing services solely for selling Group products or services)[1](index=1&type=chunk) [Scheme Terms](index=2&type=section&id=2.2%20Scheme%20Terms) The vesting period and purchase price for share awards are determined by the Board, no consideration is required for accepting awards, no exercise period is set, and the scheme has approximately one year remaining - The vesting period for share awards is determined by the Board at the time of grant[4](index=4&type=chunk) - No consideration is required upon application for or acceptance of awards under the share award scheme[5](index=5&type=chunk) - The purchase price for each awarded share is determined by the Board at the time of grant under the share award scheme[5](index=5&type=chunk) - No exercise period is set for the awarded shares[13](index=13&type=chunk) - The remaining term of the share award scheme is approximately **1 year**[5](index=5&type=chunk) [Total Number of Shares Available for Grant](index=1&type=section&id=2.3%20Total%20Number%20of%20Shares%20Available%20for%20Grant) As of December 31, 2022, and the annual report date, the total number of shares available for grant was 36,004,000, representing approximately 4.7% of issued shares, a decrease from 37,720,000 shares (4.9%) on January 1, 2022 Changes in Total Shares Available for Grant | Date | Number of Shares Available for Grant | Approx. % of Issued Shares | Source | | :--- | :--- | :--- | :--- | | January 1, 2022 | 37,720,000 shares | 4.9% | [13] | | December 31, 2022 and Annual Report Date | 36,004,000 shares | 4.7% | [13] | - No sub-limit is set for service providers under the share award scheme[13](index=13&type=chunk) Details of Share Awards for the Year Ended December 31, 2022 [Share Awards Granted to Directors](index=2&type=section&id=3.1%20Share%20Awards%20Granted%20to%20Directors) For the year ended December 31, 2022, directors held a total of 5,240,000 effective share awards, with no new grants or forfeitures during the year Details of Share Awards Granted to Directors (As of December 31, 2022) | Category / Name | Board Approval Date | Award Date | Number of Awarded Shares | HKD per Share at Grant Date | Fair Value Vesting Period (Months) | Effective as of January 1, 2022 (Shares) | Granted (Forfeited) During the Year (Shares) | Effective as of December 31, 2022 (Shares) | Closing Price per Share (HKD) Prior to Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Lau Chuk Kin | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | Lam Mei Lan | 16.11.2020 | 16.11.2020 | 1,280,000 | 0.68 | 36 | 1,280,000 | - | 1,280,000 | 0.70 | | Lam Mei Lan | 16.11.2020 | 16.11.2020 | 2,560,000 | 0.68 | 60 | 2,560,000 | - | 2,560,000 | 0.70 | | Chu Chun Wan | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | Li Hai | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | Kwok Chun Sing | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | Yeung Ka Sing | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | Li Xiao Liang | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | Wu Lai Man | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | **Subtotal** | | | | | | **5,240,000** | **-** | **5,240,000** | [Share Awards Granted to Highest Paid Individuals (Excluding Directors)](index=2&type=section&id=3.2%20Share%20Awards%20Granted%20to%20Highest%20Paid%20Individuals%20(Excluding%20Directors)) For the year ended December 31, 2022, the five highest-paid individuals (excluding directors) held a total of 3,012,000 effective share awards, with no new grants or forfeitures during the year Details of Share Awards Granted to Highest Paid Individuals (Excluding Directors) (As of December 31, 2022) | Board Approval Date | Award Date | Number of Awarded Shares | HKD per Share at Grant Date | Fair Value Vesting Period (Months) | Effective as of January 1, 2022 (Shares) | Granted (Forfeited) During the Year (Shares) | Effective as of December 31, 2022 (Shares) | Closing Price per Share (HKD) Prior to Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | 30.09.2020 | 30.09.2020 | 936,000 | 0.65 | 37 | 936,000 | - | 936,000 | 0.65 | | 30.09.2020 | 30.09.2020 | 1,876,000 | 0.65 | 61 | 1,876,000 | - | 1,876,000 | 0.65 | | **Subtotal** | | | | | **3,012,000** | **-** | **3,012,000** | [Share Awards Granted to Other Employees](index=3&type=section&id=3.3%20Share%20Awards%20Granted%20to%20Other%20Employees) For the year ended December 31, 2022, other employees held 19,544,000 effective share awards at the beginning of the year, received 1,716,000 new grants, totaling 21,260,000 effective shares at year-end Details of Share Awards Granted to Other Employees (As of December 31, 2022) | Board Approval Date | Award Date | Number of Awarded Shares | HKD per Share at Grant Date | Fair Value Vesting Period (Months) | Effective as of January 1, 2022 (Shares) | Granted (Forfeited) During the Year (Shares) | Effective as of December 31, 2022 (Shares) | Closing Price per Share (HKD) Prior to Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 30.09.2020 | 30.10.2020 | 4,984,000 | 0.69 | 36 | 4,876,000 | - | 4,876,000 | 0.69 | | 30.09.2020 | 30.10.2020 | 500,000 | 0.69 | 41 | 500,000 | - | 500,000 | 0.69 | | 30.09.2020 | 30.10.2020 | 56,000 | 0.69 | 52 | 56,000 | - | 56,000 | 0.69 | | 30.09.2020 | 30.10.2020 | 500,000 | 0.69 | 53 | 500,000 | - | 500,000 | 0.69 | | 30.09.2020 | 30.10.2020 | 10,624,000 | 0.69 | 60 | 10,008,000 | - | 10,008,000 | 0.69 | | 30.09.2020 | 30.10.2020 | 1,000,000 | 0.69 | 65 | 1,000,000 | - | 1,000,000 | 0.69 | | 30.09.2020 | 30.10.2020 | 116,000 | 0.69 | 76 | 116,000 | - | 116,000 | 0.69 | | 30.09.2020 | 30.10.2020 | 1,000,000 | 0.69 | 77 | 1,000,000 | - | 1,000,000 | 0.69 | | 16.11.2020 | 16.11.2020 | 200,000 | 0.68 | 36 | 200,000 | - | 200,000 | 0.70 | | 16.11.2020 | 16.11.2020 | 428,000 | 0.68 | 43 | 428,000 | - | 428,000 | 0.70 | | 16.11.2020 | 16.11.2020 | 860,000 | 0.68 | 67 | 860,000 | - | 860,000 | 0.70 | | 01.09.2022 | 01.09.2022 | 88,000 | 0.93 | 16 | - | 88,000 | 88,000 | 0.94 | | 01.09.2022 | 01.09.2022 | 228,000 | 0.93 | 24 | - | 228,000 | 228,000 | 0.94 | | 01.09.2022 | 01.09.2022 | 1,400,000 | 0.93 | 38 | - | 1,400,000 | 1,400,000 | 0.94 | | **Subtotal** | | | | | **19,544,000** | **1,716,000** | **21,260,000** | [Source of Shares](index=3&type=section&id=3.4%20Source%20of%20Shares) For the year ended December 31, 2022, all shares granted under the share award scheme were existing shares purchased by the trustee in the market - All shares granted under the share award scheme for the year ended December 31, 2022, were existing shares purchased by the trustee in the market[14](index=14&type=chunk) Conclusion [Impact of Supplemental Information](index=3&type=section&id=4.1%20Impact%20of%20Supplemental%20Information) The supplemental information provided in this announcement does not affect other content in the 2022 annual report, with all other aspects remaining unchanged - The supplemental information does not affect other information in the annual report[15](index=15&type=chunk) - Except for the above disclosures, all other content in the 2022 annual report remains unchanged[15](index=15&type=chunk)

Financial Performance - The company's revenue increased by 44% to HKD 2,496,000,000 in 2022, compared to HKD 1,738,000,000 in 2021[8] - Net profit after tax rose by 101% to HKD 285,800,000 in 2022, up from HKD 142,000,000 in 2021[8] - Revenue for the fiscal year ended December 31, 2022, was approximately HKD 2,496,100,000, representing a growth of 43.7% compared to HKD 1,737,600,000 in the previous year[38] - The company's profit attributable to shareholders for the year ended December 31, 2022, was HKD 219.9 million, an increase of 66.0% compared to HKD 132.5 million in 2021[40] - Gross profit margin increased from 25.7% in 2021 to 33.3% in 2022, providing higher gross profit contributions to the group[38] Dividends - The company plans to distribute a final dividend of HKD 0.07 per share and a special dividend of HKD 0.03 per share, totaling HKD 0.13 per share for the year[5] - The company declared an interim dividend of HKD 0.03 per share, totaling HKD 23,100,000, and proposed a final dividend of HKD 0.07 per share, an increase from HKD 0.06 in the previous year[114] - As of December 31, 2022, the company's distributable reserves amounted to approximately HKD 399,000,000[114] Operational Changes - The company faced extreme demand fluctuations and supply chain disruptions during 2022, impacting printing service demand[8] - The company is closing its printing operations in Singapore and relocating production facilities to Malaysia to reduce costs[8] - The company continues to invest in enhancing its capabilities and diversifying paper supply sources to provide quality services in the Australia-New Zealand region[28] - The company plans to enhance its operational efficiency and inventory management through the adoption of digital printing technology[110] Market Position and Strategy - The acquisition of Griffin Press has positioned the company as the largest book printing group in Australia, enhancing its market presence[28] - The company is committed to providing sustainable returns to shareholders and enhancing operational efficiency through strategic measures[5][8] - The company anticipates a challenging year in 2023, with a slight decrease of 3% in sales revenue but an improvement in profit margins[33] - The company plans to pursue acquisition opportunities to enhance its market coverage and influence[36] Challenges and Risks - The sales revenue of the subsidiary, Griffin Press, decreased by 11% due to a weak global book market and localization trends[8] - The company anticipates that the demand for books and printing services will remain weak in the first half of 2023 due to limited consumer discretionary spending[36] - Long-term projections indicate that Chinese printers may gradually lose their competitive edge due to rising labor costs and a shrinking workforce[33] - The group's long-term profitability and business growth are affected by macroeconomic fluctuations and uncertainties, particularly in regions such as Hong Kong, Mainland China, Australia, the United States, the United Kingdom, the Eurozone, and South America[84] Corporate Governance - The company has adopted key corporate governance practices, as reported in the annual report[126] - The board consists of nine members, including three executive directors, two non-executive directors, and four independent non-executive directors[131] - The board has established a robust risk management and internal control system, with independent qualified accountants conducting annual reviews[134] - The company has adopted a diversity policy for its board members, currently including two female directors[130] Employee and Management - As of December 31, 2022, the company employed approximately 1,683 full-time employees, an increase from 1,303 in 2021, reflecting a growth of about 29%[151] - The company has a competitive salary structure and rewards employees based on overall performance, including benefits such as provident fund, insurance, and medical coverage[151] - The remuneration committee held one meeting in 2022 to review the compensation structure for senior management, aligning it with company performance and industry benchmarks[161] Financial Position - As of December 31, 2022, the company's net current assets were approximately HKD 869.3 million, with cash and bank balances of about HKD 770.2 million, compared to HKD 431.9 million in 2021[40] - The company's current ratio was approximately 1.9 as of December 31, 2022, slightly down from 2.0 in 2021[40] - Total bank borrowings and lease liabilities amounted to approximately HKD 552.0 million, up from HKD 335.7 million in 2021[40] - The company's debt-to-equity ratio was 33.4% as of December 31, 2022, compared to 24.9% in 2021[40] Audit and Compliance - The independent auditor has audited the consolidated financial statements for the year ending December 31, 2022[174] - The audit committee held three meetings in 2022 to review the group's annual report and financial statements, providing recommendations to the board[186] - The impairment assessment of goodwill and non-financial assets is identified as a key audit matter due to its potential significance to the consolidated financial statements[178]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對因本公佈全部或任何部份內容而產生或因倚賴該等內容而引致之任何損 失承擔任何責任。 LION ROCK GROUP LIMITED 獅子山集團有限公司* （於百慕達註冊成立之有限公司） (股份代號：1127) 截至二零二二年十二月三十一日止年度之 業績公佈 經審核業績 獅子山集團有限公司（「本公司」）之董事會（「董事會」）謹此提呈本公司及其附屬公司（統稱為「本 集團」）截至二零二二年十二月三十一日止年度之經審核綜合業績，連同截至二零二一年十二月三 十一日止年度之比較數字如下： 綜合損益及其他全面收益表 截至二零二二年十二月三十一日止年度 附註 二零二二年 二零二一年 千港元 千港元 收益 3 2,496,089 1,737,616 直接經營成本 (1,664,664) (1,290,531) 毛利 831,425 447,085 ...