LEFTFIELDPRINT：RESULTSANNOUNCEMENTFORTHEYEARENDED31DECEMBER2022.pdf

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1、1 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 reli

2、ance upon the whole or any part of the contents of this announcement.LEFT FIELD PRINTING GROUP LIMITED 澳獅環澳獅環澳獅環澳獅環球球球球集團有限公司集團有限公司集團有限公司集團有限公司*(Incorporated in Bermuda with limited liability)(Stock code:1540)RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2022 AUDITED RESULTS The board of direc

3、tors(the“Board”)of Left Field Printing Group Limited(the“Company”)is pleased to announce the audited consolidated results of the Company and its subsidiaries(collectively referred to as the“Group”)for the year ended 31 December 2022,together with the comparative figures for the year ended 31 Decembe

4、r 2021 as follows:CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2022 Notes 2022 2021 HK$000 HK$000 Revenue 4 505,361 387,267 Direct operating costs (411,590)(309,745)Gross profit 93,771 77,522 Other income,net 4 16,284 6,215 Selling and distri

5、bution costs (34,356)(26,649)Administrative expenses (39,327)(28,732)Fair value loss on financial asset at fair value through profit or loss 15 (2,635)-Provision of impairment of trade receivables and other receivables,net (14,944)(9)Finance costs (1,079)(1,482)Profit before income tax 5 17,714 26,8

6、65 Income tax expense 6(6,490)(8,514)Profit for the year 11,224 18,351 *For identification purpose only2 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2022(CONTINUED)Notes 2022 2021 HK$000 HK$000 Other comprehensive(loss)/income:Item that will

7、 not be reclassified subsequently to profit or loss:Exchange loss on translation of functional currency to presentation currency (14,597)(15,349)Other comprehensive loss for the year,net of tax (14,597)(15,349)Total comprehensive(loss)/income for the year (3,373)3,002 Profit for the year attributabl

8、e to:Owners of the Company 11,224 18,351 Total comprehensive income attributable to:Owners of the Company (3,373)3,002 Earnings per share Basic 8 HK2.25 cents HK3.68 cents 3 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2022 Notes 2022 2021 HK$000 HK$000 ASSETS AND LIABILITIES Non-c

9、urrent assets Property,plant and equipment 9 44,959 31,133 Deposits for acquisition of property,plant and equipment 5,119 427 Right-of-use assets 10 22,978 24,154 Deferred tax assets 21,491 13,831 Goodwill 11 12,374 -106,921 69,545 Current assets Inventories 12 87,854 47,647 Trade receivables 13 119

10、,957 63,642 Other receivables,deposits and prepayments 14 8,631 5,382 Financial assets at fair value through profit or loss 15 -Current tax recoverable 2,414 4,217 Cash and cash equivalents 48,349 169,884 267,205 290,772 Current liabilities Trade and other payables 16 48,324 28,918 Lease liabilities

11、 17 14,192 10,535 Provisions 18 31,326 25,311 93,842 64,764 Net current assets 173,363 226,008 Total assets less current liabilities 280,284 295,553 Non-current liabilities Lease liabilities 17 9,903 15,024 Provisions 18 2,713 1,504 Deferred tax liabilities 12,881 5,905 25,497 22,433 Net assets 254,

12、787 273,120 EQUITY Share capital 4,987 4,987 Reserves 249,800 268,133 Total equity 254,787 273,120 4 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2022 Share capital Share premium Contributed surplus Merger reserve Foreign currency translation reserve Proposed final divi

13、dend Retained earnings Total HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 Balance at 1 January 2022 4,987 89,975 183,655(42,177)702 14,960 21,018 273,120 Profit for the year-11,224 11,224 Other comprehensive income Currency translation-(14,597)-(14,597)Total comprehensive income for the y

14、ear-(14,597)-11,224 (3,373)Transactions with owners in their capacity as owners Dividends(Note 7)-(14,960)-(14,960)Total transactions with owners-(14,960)-(14,960)Balance at 31 December 2022 4,987 89,975 183,655(42,177)(13,895)-32,242 254,787 5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEA

15、R ENDED 31 DECEMBER 2022(CONTINUED)Share capital Share premium Contributed surplus Merger reserve Foreign currency translation reserve Proposed final dividend Retained earnings Total HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 Balance at 1 January 2021 4,987 89,975 183,655(42,177)16,051

16、14,960 27,601 295,052 Profit for the year-18,351 18,351 Other comprehensive income Currency translation-(15,349)-(15,349)Total comprehensive income for the year-(15,349)-18,351 3,002 2021 proposed final dividend(Note 7)-14,960(14,960)-Transactions with owners in their capacity as owners Dividends(No

17、te 7)-(14,960)(9,974)(24,934)Total transactions with owners-(14,960)(9,974)(24,934)Balance at 31 December 2021 4,987 89,975 183,655(42,177)702 14,960 21,018 273,120 6 1.GENERAL INFORMATION Left Field Printing Group Limited(the“Company”)was incorporated as an exempted company with limited liability i

18、n Bermuda on 18 April 2018.The address of the Companys registered office is Clarendon House,2 Church Street,Hamilton HM 11,Bermuda.The principal place of business in Hong Kong is Level 11 East Wing,NEO,123 Hoi Bun Road,Kwun Tong,Kowloon,Hong Kong.The principal place of business in Australia is 138 B

19、onds Road,Riverwood,NSW 2210,Australia.The Companys shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited(the“SEHK”)on 8 October 2018.As at 31 December 2022,the Companys ultimate holding company is Lion Rock Group Limited,which was incorporated in Bermuda and is also a list

20、ed company on the Main Board of the SEHK.The Company is an investment holding company.The Company and its subsidiaries are collectively referred to as the“Group”hereafter.Major operations of the Group are carried out in Australia.The consolidated financial statements have been prepared in accordance

21、 with International Financial Reporting Standards(“IFRSs”)which collective term includes all applicable individual International Financial Reporting Standards and Interpretations approved by the International Accounting Standard Board(the“IASB”),and all applicable individual International Accounting

22、 Standards(“IASs”)and Interpretations as originated by the Board of the International Accounting Standards Committee and adopted by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance.The consolidated financial statements also include the applicable disclosures required by

23、the Rules Governing the Listing of Securities on the SEHK.2.ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS 2.1 Adoption of new or amended IFRSs During the year,the Group has adopted all the new or amended IFRSs which are first effective for the reporting year and relevant to the Group.Amend

24、ments to IAS 16 Property,Plant and Equipment:Proceeds before Intended Use Amendments to IAS 37 Onerous Contracts Cost of Fulfilling a Contract Amendments to IFRS Standards Annual Improvements to IFRSs 2018-2020 Cycle Amendments to IFRS 9“Financial Instruments”Amendments to IFRS 3 Reference to the Co

25、nceptual Framework The amendments listed above did not have any significant impact on the Groups results and financial position for the current or prior period.The Group has not early applied any new or amended IFRSs that is not yet effective for the current accounting period.7 2.ADOPTION OF INTERNA

26、TIONAL FINANCIAL REPORTING STANDARDS(CONTINUED)2.2 New or amended IFRSs that have been issued but are not yet effective At the date of this report,the following new or amended IFRSs have been published but are not yet effective,and have not been adopted early by the Group.Amendments to IAS 1 Classif

27、ication of Liabilities as Current or Non-current2 Amendments to IAS 1 Non-current Liabilities with Covenants2 Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies1 Amendments to IAS 8 Definition of Accounting Estimates1 Amendments to IAS 12 Deferred Tax related to Asse

28、ts and Liabilities arising from a Single Transaction1 Amendments to IFRS 10 and IAS 28(2011)Sale or Contribution of Assets between an Investor and its Associate or Joint Venture3 Amendments to IFRS 16 Lease Liability in a Sale and Leaseback2 1 Effective for annual periods beginning on or after 1 Jan

29、uary 2023.2 Effective for annual periods beginning on or after 1 January 2024.3 No mandatory effective date yet determined but available for adoption.The directors of the Company do not anticipate that the initial application of these IFRSs will result in material financial impact on the consolidate

30、d financial statements.3.SEGMENT INFORMATION Operating segments are presented using the“management approach”,where the information presented is on the same basis as the internal reports provided to the chief operating decision maker(the“Chief Operating Decision Maker”).The Chief Operating Decision M

31、aker is responsible for the allocation of resources to operating segments and assessing their performance,has been identified as the board of directors.(a)Description of segments Management has determined the operating segments based on the reports reviewed by the Chief Operating Decision Maker as d

32、efined above that are used to make strategic decision.These individuals review the business primarily from a product and service offering perspective and have identified one reportable segment,which is printing solutions and services.The printing solutions and services division provides digital and

33、offset printing,and other ancillary business services including digital asset management,content management,back catalogue fulfilment,direct to consumer distribution and warehousing,variable data and intelligent mailing.The division has short run,medium and long run production capabilities and in-ho

34、use finishing.The printing solutions and services division also has a business services model that enables the efficient and seamless content creation to consumption for the Australian government,government departments and agencies.This includes webhosting,electronic fulfilment,printing on demand an

35、d digital asset management.These capabilities have been extended to the publishing sector as well.8 3.SEGMENT INFORMATION(CONTINUED)(b)Segment revenue Revenue from external parties reported is measured in a manner consistent with that in the consolidated statement of profit or loss and other compreh

36、ensive income that are revenue from contracts with customer within the scope of IFRS 15.Revenue by geographic location is not used by the Chief Operating Decision Maker in reviewing the performance of the CGU.Revenue and non-current assets of the Group are mainly in Australia.(c)EBITDA as monitored

37、by the directors and senior management The Chief Operating Decision Maker assesses the performance of the operating segments based on a measure of EBITDA as monitored by the directors and senior management(“EBITDA”).This measure is consistent with the presentation of financial information internally

38、 for management accounts purpose.A reconciliation of EBITDA to the profit before income tax per the consolidated statement of profit or loss and other comprehensive income is as follows:2022 2021 HK$000 HK$000 EBITDA on ordinary activities 44,963 50,379 Depreciation and amortisation(28,263)(22,420)N

39、et finance income/(cost)1,014 (1,094)Profit before income tax 17,714 26,865 (d)Segment assets and liabilities The amounts provided to the Chief Operating Decision Maker with respect to total assets and total liabilities are not reported by operating segment as the Group has majority of its operation

40、 and workforce located in Australia.9 3.SEGMENT INFORMATION(CONTINUED)(e)Segment information Printing solutions and services Corporate*Total HK$000 HK$000 HK$000 2022 Total external revenue 505,361-505,361 Other income 9,649 660 10,309 Operating expenses#(454,359)(16,346)(470,705)EBITDA 60,651(15,68

41、6)44,965 Depreciation (28,181)(82)(28,263)Net finance(cost)/income(1,370)2,382 1,012 Profit before income tax 31,100(13,386)17,714 Total consolidated segment results 31,100(13,386)17,714 2021 Total external revenue 387,267-387,267 Other income/(cost)8,400(1,657)6,743 Operating expenses#(335,497)(8,1

42、34)(343,631)EBITDA 60,170(9,791)50,379 Depreciation (22,264)(156)(22,420)Net finance(cost)/income(1,504)410(1,094)Profit before income tax 36,402(9,537)26,865 Total consolidated segment results 36,402(9,537)26,865 *Included in“Corporate”are the Groups activities in finance income and costs,staff cos

43、ts and other corporate activities incurred under central corporate and treasury function which are not able to be allocated to printing solutions and services segment.#Included in“Operating expenses”are production expenses,staff costs and other administrative expenses incurred by the Group.10 4.REVE

44、NUE,OTHER INCOME AND GAINS (a)The Group derives its revenue from sales of goods at a point in time during the years.The Group has assessed that the disaggregation of revenue by operating segments in Note 3 is appropriate in meeting this disclosure requirement as this is the information regularly rev

45、iewed by the Chief Operating Decision Maker in order to evaluate the financial performance of the entity.Revenue from customers contributing over 10%of the Groups revenue of the corresponding years is as follows:2022 2021 HK$000 HK$000 Customer A 71,624 62,760 Customer B 63,297 59,856 (b)An analysis

46、 of the Groups other income and gains during the year is as follows:2022 2021 HK$000 HK$000 Scrap recoveries 3,121 1,741 Reversal of provision for lease dilapidation 980 -Exchange(loss)/gain,net (63)227 Debt forgiveness(Note(i)below)4,484 -Loan interest income 3,158 -Gain on disposals of property,pl

47、ant and equipment 1,916 -Gain of lease modification 290 -Insurance refunds 643 1,122 Bank Interest income 452 347 Government subsidies(Note(ii)below)-2,234 Others 1,303 544 16,284 6,215 Notes:(i)On 10 September 2022,the Group entered into a deed of settlement with Ovato Limited(“Ovato”)in which Ovat

48、o released all claims in connection with the business combination and other payables from the Group.Aggregate amount HK$4,484,000 was recognised as other income.(ii)In 2021,the Group was entitled to government payments relating to employee retention schemes in Australia and Hong Kong as a result of

49、COVID-19 amounted to HK$2,234,000.No such subsidies received in 2022.In 2021,under the JobKeeper program in Australia,the Group recorded HK$2,234,000 as payroll subsidies which related to the period through to 31 December 2021 for employees that continued to work in either a full or partial capacity

50、.No such subsidies received in 2022.As at 31 December 2022(2021:nil),there was no government subsidies receivable included in other receivables.There were no unfulfilled conditions or contingencies attached to these subsidies.11 5.PROFIT BEFORE INCOME TAX 2022 2021 HK$000 HK$000 Profit before income

51、 tax is arrived at after charging/(crediting):Depreciation of right-of-use assets (Note 10 and Note(i)below)18,283 11,617 Auditors remuneration(Note(ii)below)1,365 636 Cost of inventories recognised as expense 193,106 127,562 Debt forgiveness(4,484)-Depreciation of property,plant and equipment (Note

52、 9 and Note(iii)below)9,980 10,803 Interest on lease liabilities 1,079 1,431 Provision for/(reversal of)impairment of inventories 434(1,280)Provision for impairment of trade receivables and other receivables,net 14,944 9 Fair value loss of financial asset at fair value through profit and loss(Note 1

53、5)2,635-Short-term leases expenses 2,841 2,743 Employee benefits expense(Note(iv)below)Salaries,wages and other staff costs 142,351 118,044 Superannuation(Note(v)below)11,314 9,805 153,665 127,849 Notes:(i)Depreciation charges on right-of-use assets of HK$14,573,000(2021:HK$9,238,000)and HK$3,710,00

54、0(2021:HK$2,379,000)have been included in direct operating costs and administrative expenses respectively for the year.(ii)Auditors remuneration for other services paid during the year amounted HK$390,000(2021:HK$30,000)which was related to the review of non-exempted continuing connected transaction

55、s and as reporting accountants in acquisition of Ovato book printing business(included in administrative expenses).(iii)Depreciation charges on property,plant and equipment of HK$8,823,000(2021:HK$9,364,000)and HK$1,157,000(2021:HK$1,439,000)have been included in direct operating costs and administr

56、ative expenses respectively for the year.(iv)Employee benefits expense of HK$128,290,000(2021:HK$105,777,000),HK$9,577,000(2021:HK$8,720,000)and HK$15,798,000(2021:HK$13,352,000)included directors remunerations have been included in direct operating costs,selling and distribution costs and administr

57、ative expenses respectively.(v)A subsidiary,OPUS Group Pty.Ltd.(formerly known as OPUS Group Limited)(“OPUS”)and its controlled entities contribute to a number of superannuation funds.These funds provide benefits on a cash accumulation basis for employees or their dependents on resignation,retiremen

58、t,total and permanent disablement or death.Benefits are based on the contributions and net income thereon held by the funds on behalf of their members.The level of these benefits varies according to the fund to which the employee belongs.The Group contributions to all superannuation funds are legall

59、y enforceable.Contributions may be made by the member in addition to the Group contributions,as specified by the rules of the fund.12 6.INCOME TAX EXPENSE The amount of taxation in the consolidated statement of profit or loss and other comprehensive income represents:2022 2021 HK$000 HK$000 Current

60、tax expense-Australia -Tax for the year 5,219 6,334-Over-provision in prior years (388)-4,831 6,334 Deferred tax -Charged for the year 1,659 2,180 Total income tax expense 6,490 8,514 The Groups subsidiaries in Australia are subject to domestic tax rate of 30%(2021:30%)on the estimated assessable pr

61、ofits.For years ended 31 December 2022 and 2021,under the two-tiered profits tax rate regime,Hong Kong Profits Tax of the qualifying group entity incorporated in Hong Kong is calculated at 8.25%on the first HK$2,000,000 of the estimated assessable profits and at 16.5%on the estimated assessable prof

62、its above HK$2,000,000.There is no group entity subject to Hong Kong Profits Tax qualified for the two-tiered profits tax rates regime,is continuously taxed at a flat rate of 16.5%for the year ended 31 December 2022(2021:nil).Overseas entity refers to incorporate in Hong Kong.7.DIVIDENDS 2022 2021 H

63、K$000 HK$000 Final dividend paid in respect of prior year of HK$0.03(2021:HK$0.03)per share 14,960 14,960 Interim dividend paid in respect of current year of nil(2021:HK$0.02 per share)-9,974 14,960 24,934 The directors do not recommend the payment of a final dividend for the year ended 31 December

64、2022.8.EARNINGS PER SHARE The calculation of basic earnings per share amount is based on profit attributable to owners of the Company of approximately HK$11,224,000(2021:HK$18,351,000)and on the weighted average number of ordinary shares of 498,671,823(2021:498,671,823)in issue during the year.No di

65、luted earnings per share are presented as the Group has no dilutive potential ordinary shares during the year(2021:nil).13 9.PROPERTY,PLANT AND EQUIPMENT Freehold land and buildings Plant and equipment Office furniture and equipment Motor vehicles Leasehold improvements Computer equipment Total HK$0

66、00 HK$000 HK$000 HK$000 HK$000 HK$000 HK$000 At 1 January 2021 Cost 15,453 264,767 2,551 1,611 9,534 18,357 312,273 Accumulated depreciation and impairment(10,591)(229,954)(2,346)(1,211)(9,182)(17,818)(271,102)Net book amount 4,862 34,813 205 400 352 539 41,171 Year ended 31 December 2021 Opening ne

67、t book amount 4,862 34,813 205 400 352 539 41,171 Additions-2,401 6-90 132 2,629 Depreciation for the year(755)(9,364)(91)(118)(160)(315)(10,803)Exchange differences(233)(1,565)(8)(17)(18)(23)(1,864)Closing net book amount 3,874 26,285 112 265 264 333 31,133 At 31 December 2021 and 1 January 2022 Co

68、st 14,637 252,580 2,421 1,526 9,116 17,407 297,687 Accumulated depreciation and impairment(10,763)(226,295)(2,309)(1,261)(8,852)(17,074)(266,554)Net book amount 3,874 26,285 112 265 264 333 31,133 Year ended 31 December 2022 Opening net book amount 3,874 26,285 112 265 264 333 31,133 Acquired throug

69、h business combination(Note 19)-2,441 8-364 2,813 Additions 1,283 20,410 7-195 21,895 Depreciation for the year(582)(8,823)(74)(110)(84)(307)(9,980)Disposal-(5)-(5)Exchange differences(253)(589)(5)(13)(12)(25)(897)Closing net book amount 4,322 39,719 48 142 168 560 44,959 At 31 December 2022 Cost 15

70、,096 252,977 2,309 1,446 8,601 17,019 297,448 Accumulated depreciation and impairment(10,774)(213,258)(2,261)(1,304)(8,433)(16,459)(252,489)Net book amount 4,322 39,719 48 142 168 560 44,959 As at 31 December 2022 and 2021,the Groups freehold land and buildings were situated in Australia.14 10.RIGHT

71、-OF-USE ASSETS Leased properties Plant and equipment Total HK$000 HK$000 HK$000 At 1 January 2021 Cost 94,397 6,644 101,041 Accumulated depreciation(63,438)(4,933)(68,371)Net book amount 30,959 1,711 32,670 Year ended 31 December 2021 Opening net book amount 30,959 1,711 32,670 Additions 4,388 2 4,3

72、90 Depreciation for the year(10,656)(961)(11,617)Exchange differences(1,232)(57)(1,289)Closing net book amount 23,459 695 24,154 At 31 December 2021 and 1 January 2022 Cost 93,303 4,841 98,144 Accumulated depreciation(69,844)(4,146)(73,990)Net book amount 23,459 695 24,154 Year ended 31 December 202

73、2 Opening net book amount 23,459 695 24,154 Acquired through business combination(Note 19)3,488 609 4,097 Additions 936 21,624 22,560 Depreciation for the year(11,673)(6,610)(18,283)Lease modification 30(6,837)(6,807)Exchange differences(930)(1,813)(2,743)Closing net book amount 15,310 7,668 22,978

74、At 31 December 2022 Cost 79,646 15,540 95,186 Accumulated depreciation(64,336)(7,872)(72,208)Net book amount 15,310 7,668 22,978 15 11.GOODWILL HK$000 At 1 January 2021,31 December 2021 and 1 January 2022 Cost-Accumulated impairment loss-Net carrying amount-Year ended 31 December 2022 Acquired throu

75、gh business combination(Note 19)13,031 Exchange differences(657)Closing net carrying amount 12,374 At 31 December 2022 Cost 12,374 Accumulated impairment loss-Net carrying amount 12,374 12.INVENTORIES 2022 2021 HK$000 HK$000 Raw materials 78,227 45,525 Work-in-progress 11,395 3,458 Finished goods 2,

76、516 2,779 Less:Provision for impairment (4,284)(4,115)87,854 47,647 13.TRADE RECEIVABLES 2022 2021 HK$000 HK$000 Trade receivables 120,271 63,754 Less:Provision for impairment (314)(112)119,957 63,642 Ageing analysis of trade receivables,net of provision,based on the invoice date,is as follows:2022

77、2021 HK$000 HK$000 0 30 days 51,991 33,241 31 60 days 36,857 21,405 61 90 days 23,431 7,111 91 120 days 2,411 787 121 150 days 439 1,092 Over 150 days 4,828 6 119,957 63,642 In general,the Group allows a credit period from 30 to 90 days(2021:30 to 90 days)to its customers.16 14.OTHER RECEIVABLES,DEP

78、OSITS AND PREPAYMENTS 2022 2021 HK$000 HK$000 Deposits 1,631 110 Prepayments 6,008 4,520 Other receivables 15,679 752 Less:Provision for impairment of other receivables (14,687)-Other receivables-net 992 752 8,631 5,382 15.FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS 2022 2021 Level 3 Level

79、 3 HK$000 HK$000 Financial assets at fair value through profit or loss:Unlisted convertible note-On 24 May 2022,the Group entered into a subscription agreement to subscribe the convertible note of Ovato at a consideration of AUD2,500,000(equivalent to approximately HK$13,875,000).The subscription wa

80、s completed on 17 June 2022.In the opinion of the directors of the Company,the subscription of convertible note has no connection with the business acquisition of Ovatos printing business as stated in Note 19 on 24 May 2022,on the basis that the subscription was for the purpose of providing an oppor

81、tunity for the Group to acquire equity interest in Ovato.This was considered beneficial to the Group.The principal activity of Ovato is commercial printing,catalogue printing,magazine and newspaper printing and packing printing.Details of the key contractual terms on the subscription agreement are s

82、et out below.Principle amount AUD2,500,000 Issue date 17 June 2022 Maturity date 25 November 2023 Coupon rate 0%Conversion Period From 17 June 2022 to 25 November 2023 Conversion Price AUD0.14 per share,which subject to adjustment The convertible note has been recognised as financial assets mandator

83、ily measured at fair value through profit or loss at the initial recognition.During the year ended 31 December 2022,a fair value loss of HK$2,635,000(2021:nil)on the convertible note has been recognised in profit or loss.17 15.FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS(CONTINUED)On 19 Sep

84、tember 2022,the Group entered into an agreement with Ovato to split the convertible note to principle amount of AUD2,000,000(“Convertible Note A”)and AUD500,000(“Convertible Note B”)(the“Convertible Note Split”),subsequently,the Group disposed the Convertible Note A amount of AUD2,000,000(equivalent

85、 to approximately HK$9,900,000)to Mr.Lau Chuk Kin(the“Convertible Note Disposal”),the director of the Company,for a consideration of AUD2,000,000(equivalent to approximately HK$9,900,000)and settled in cash.Upon the date of the Convertible Note disposal,the carrying amount of the Convertible Note A

86、was to be derecognised at the fair value as at the date of disposal.The fair value of Convertible Note B had been arrived on the basis of the valuation carried out by an independent valuer.16.TRADE AND OTHER PAYABLES 2022 2021 HK$000 HK$000 Trade payables 25,226 11,543 Other payables and accruals:Ot

87、her creditors 1,622 2,088 Sundry provisions and accruals 18,528 11,085 Contract liabilities 854 1,717 Provision for pay-as-you-earn/pay-as-you-go 527 334 GST payables 1,567 2,151 23,098 17,375 48,324 28,918 As at 31 December 2022,ageing analysis of trade payables based on invoice date is as follows:

88、2022 2021 HK$000 HK$000 0 30 days 16,983 10,117 31 60 days 5,898 1,311 61 90 days 906 16 91 120 days 817 4 Over 120 days 622 95 25,226 11,543 Credit terms granted by the suppliers are generally 0 to 90 days(2021:0 to 90 days).18 17.LEASE LIABILITIES 2022 2021 HK$000 HK$000 Balance as at 1 January 25

89、,559 34,163 Acquired through business combination(Note 19)4,097 -Additions 22,560 4,390 Lease modification (7,098)-Interest expense 1,079 1,431 Lease payments (17,970)(13,053)Exchange differences (4,132)(1,372)Balance as at 31 December 24,095 25,559 Represented by:Current liabilities 14,192 10,535 N

90、on-current liabilities 9,903 15,024 24,095 25,559 18.PROVISIONS 2022 2021 HK$000 HK$000 Current Employee benefit liabilities for annual leave and time in lieu 13,534 9,911 Employee benefit liabilities for long service leave 16,749 12,841 Provision for leasehold dilapidations 1,043 2,559 31,326 25,31

91、1 Non-current Employee benefit liabilities for long service leave 1,382 1,504 Provision for leasehold dilapidations 1,331-2,713 1,504 34,039 26,815 19 19.BUSINESS COMBINATION On 24 May 2022,OPUS Group Pty Limited(“OPUS”),a wholly owned subsidiary of the Company,entered into a business acquisition ag

92、reement with Ovato,an independent third party,pursuant to which,OPUS has conditionally agreed to purchase and Ovato has conditionally agreed to sell its book printing business at an initial consideration of AUD8,500,000(equivalent to approximately HK$47,175,000,subject to adjustments as the note bel

93、ow)(“Acquisition of Business”).As all conditions precedent to the business acquisition agreement have been satisfied or waived in accordance with the terms and conditions therein,the Acquisition of Business was completed on 17 June 2022 and was accounted for using acquisition method.The principal re

94、ason for this acquisition was to develop strong business connection established with several renowned publishers and consolidate the Groups strong presence in the book printing industry in Australia.Details of the fair value of identifiable assets and liabilities of the acquired business(“Acquired B

95、usiness”),purchase consideration and goodwill arising from the acquisition were as follows:HK$000 Property,plant and equipment 2,813 Right-of-use assets 4,097 Inventories 20,399 Trade and other receivables 33,520 Deferred tax asset 2,853 Trade and other payables (13,386)Lease liabilities (4,097)Prov

96、isions (9,857)Fair value of net assets acquired 36,342 Consideration -Cash consideration paid during the year 47,175 -Deferral consideration 2,198 Goodwill(Note 11)13,031 20 CHAIRMANS STATEMENT Dear Fellow Shareholders,This is the 2022 annual report published by our Hong Kong listed company,Left Fie

97、ld Printing Group Limited.In 2022,our businesses experienced a complex and interlinked external market environment of rising inflation,supply chain constraints and uneven demand spikes affecting all sectors of our business.The welcome addition of Griffin Press in mid-June has improved our production

98、 capacity and capability in the read-for-pleasure market and the synergies across all our businesses facilitated an effective management of production bottlenecks and supply constraints for a positive customer outcome.For the Australian book industry,according to Nielsen Bookscan data,book sales inc

99、reased by 7.2%in 2022 compared with the prior year with adult fiction leading the growth with 19.45%,childrens books increasing by 7.7%and adult non-fiction holding steady with a 0.4%increase compared to the prior year.For the Group,2022 is the first year of post-COVID manufacturing where the focus

100、shifted away from navigating government mandated restrictions back towards managing demand,cost increases as well as supply chain disruptions.Our pragmatic and hands-on management approach has enabled each of our businesses to operate dynamically and collaboratively to respond to demand and supply p

101、ressure and maintain effective production capacity.Looking forward to 2023,cost pressures across power,raw materials and labour continue to be an area of key focus as the global supply chain shifts and adapts to the ongoing East Europe conflict and the legacy left by COVID-19.Our management team rem

102、ains proactive to monitor and mitigate supply chain impacts on our ability to service publishing clients and will ensure we continue to invest in suitable technology and equipment to deliver our value proposition of speed,quality and service as a leading and sustainable onshore print partner.We are

103、very thankful and appreciative of our dedicated staff,supportive customers and suppliers this year and thanks everyone for their contribution to local book manufacturing in Australia.21 MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW The Company is an investment holding company with its subsidiar

104、ies being principally engaged in the provision of printing solutions and services in Australia.2022 presented a set of complex market conditions for the Group,with domestic economy experiencing rising inflation,supply chain disruptions and demand spikes.The East Europe conflict and legacy of COVID-1

105、9 continues to impact raw material costs and availability,power and fuel surcharges as well as transit times that can be unpredictable.The groups revenue increased by 30.5%to HK$505.4 million compared to the prior year.Direct operating costs increased by 32.9%to HK$411.6 million and earnings before

106、tax reduced by 34.1%to HK$17.7 million compared to the prior year.PROSPECTS Looking forward,the management team continues to be cautious about the Groups prospects in 2023 given the significant cost increases affecting raw materials and power as well as the macroeconomic conditions that may affect d

107、omestic demand.The acquisition of Griffin Press in mid-June has been well supported by our customers and established our read-for-pleasure printing business as the undisputed leader in Australia.However,the progress of integration is behind schedule and the board is making serious efforts to ensure

108、that the budgeted operational and financial results for 2023 are met and we are able to respond dynamically to meet the needs of our customers.22 MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)FINANCIAL REVIEW Revenue Revenue in 2022 was approximately HK$505.4 million,representing an increase of appro

109、ximately 30.5%from the previous year(2021:approximately HK$387.3 million).More revenue for the year ended 31 December 2022 was driven by a number of the Groups read-for-pleasure publishers continuously increased their local printed books for quicker turnaround time and new agreements entered into wi

110、th read-for-pleasure books customers in the prior year and early this year.The revenue from the book printing business of Ovato Limited(“Ovato Book Printing Business”)(now traded as Griffin Press Printing Pty Ltd)contributed approximately HK$102.3 million since the acquisition.Because of the depress

111、ed government spending and effect of COVID-19 related government restrictions,the printing demands from government agencies were still weak while the quick turnaround time educational section was holding steady.Gross profit and gross profit margin Our gross profit raised by approximately HK$16.3 mil

112、lion,or approximately 21.0%,from approximately HK$77.5 million in 2021 to approximately HK$93.8 million in 2022 while gross profit margin deteriorated slightly by approximately 1.4%in comparison of last year from 20.0%to 18.6%.The reduction of gross profit margin was mainly due to the selling prices

113、 were not able to adjust in the light of the increase in raw material costs and production costs for various contracted read-for-pleasure books customers in accordance with various contract terms.Other income Other income significantly increased by approximately HK$10.1 million from approximately HK

114、$6.2 million in 2021 to approximately HK$16.3 million in 2022.The increment was mainly attributable to HK$4.5 million debt forgiveness in relation to the acquisition of Ovato Book Printing Business and interest income together with early termination fee received as a result of the early settlement o

115、f a loan granted to Ovato Limited(“Ovato”).Such increase was partly offset by the completion of government subsidy from the JobKeeper Payment Scheme contributed approximately HK$2.2 million to the prior year.Selling and distribution costs Selling and distribution costs have increased by approximatel

116、y HK$7.7 million,or approximately 28.9%,from approximately HK$26.6 million in 2021 to approximately HK$34.4 million in 2022.The increase in selling and distribution expenses was attributable to the increased domestic and overseas freight and fuel costs as a result of various government restrictions

117、and global supply chain distribution.Administrative expenses Administrative expenses increased approximately by HK$10.6 million from approximately HK$28.7 million in 2021 to approximately HK$39.3 million in 2022,representing a year on year increase of approximately 36.9%.Such increase was mainly con

118、tributed by the spending incurred in the Griffin Press Printing Pty Ltd as well as the administrative staff salaries adjustment in respond to the rising inflation in Australia and the professional costs incurred for various corporate projects during the year.Provision of impairment of trade receivab

119、les and other receivables Provision of impairment of trade and other receivables in the current year mainly represented the increased credit risk of the other receivables in the light of Ovatos appointment of administrator in July 2022.Fair value loss on financial assets at fair value through profit

120、 or loss Balance in current year represented the fair value loss of the convertible note subscribed during the year with Ovato.Finance costs Finance costs decreased approximately HK$0.4 million or 27.2%from approximately HK$1.5 million in 2021 to approximately HK$1.1 million in 2022.The decrease was

121、 mainly to the reduction of lease liabilities.Income tax expense Income tax expense decreased from approximately HK$8.5 million(effective income tax rate:31.7%)in 2021 to approximately HK$6.5 million(effective income tax rate:36.6%)in 2022.Such decrease was consistent with the reduction in taxable i

122、ncome during the year.The effective tax rate in the current year was higher than the domestic tax rate of 30%in Australia because of the fair value loss of the convertible note and the professional costs incurred for various corporate projects were treated as income tax non-deductible.23 MANAGEMENT

123、DISCUSSION AND ANALYSIS(CONTINUED)FINANCIAL REVIEW(CONTINUED)Net profit The Group reported a net profit of approximately HK$11.2 million in 2022 compared to HK$18.4 million in the prior year,which represented a decrease of approximately HK$7.2 million or 38.8%.The reduction of profit after tax was m

124、ainly due to the one-off impairment of other receivables and the fair value loss of convertible note but partly offset by the increase of non-recurring other income as aforesaid.Liquidity and financial resources As at 31 December 2022,the Group had net current assets of approximately HK$173.4 millio

125、n(2021:approximately HK$226.0 million),among which,cash and bank balances were approximately HK$48.3 million(2021:HK$169.9 million)which were denominated in Australian Dollars(“AUD”),US Dollars(“USD”)and HK$.The reduction of cash and bank balances was mainly attributable to various corporate project

126、s during the year.The Groups current ratio was approximately 2.8 times as at 31 December 2022(2021:4.5 times),which is calculated by the Groups current assets over current liabilities.The only interest bearing liabilities were lease liabilities of approximately HK$24.1 million as at 31 December 2022

127、(2021:approximately HK$25.6 million)which were denominated in AUD.The Groups gearing ratio as at 31 December 2022 was approximately 9.5%(2021:approximately 9.4%),which is calculated on the basis of the Groups total interest-bearing debts over total equity.The decrease of the Groups current ratio was

128、 mainly due to various corporate projects completed during the year which reduced the cash and bank balances by approximately HK$121.6 million.Save as the aforesaid,the Group maintained net cash position and healthy current and gearing ratios,reflecting its healthy financial position.The Group adopt

129、s centralised financing and treasury policies in order to ensure that Group funding is utilised efficiently.The Group also regularly monitors its liquidity requirements,its compliance with lending covenants and its relationship with bankers to ensure that it maintains sufficient reserves of cash and

130、 adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and long term.Working capital management The Groups capital employed includes share capital,reserves and lease liabilities.The Groups policy is to maintain a strong capital base so

131、as to maintain investor,creditor and market confidence and to sustain future development of the business.The impact of the level of capital on shareholders return is also recognised and the Group acknowledges the need to maintain a balance between the higher returns that might be possible with great

132、er gearing and the advantages and security afforded by a sound capital position.The Group is not subject to any externally imposed capital requirements.The allocation of capital between its specific business segments operations and activities is,to a large extent,driven by optimisation of the return

133、 achieved on the capital allocated.The process of allocating capital to specific business segment operations and activities is undertaken independently of those responsible for the operation.Foreign currency management The Group is exposed to foreign currency risk on sales and purchases that are den

134、ominated in a currency other than the functional currencies.The currencies in which transactions primarily denominated are AUD,New Zealand Dollar,USD,European Union Euros,Great British Pound and HK$.Management evaluates the Groups foreign currency risk using cash flow forecasts with the objective of

135、 keeping its exposure to a minimum.The Group may in certain circumstances use forward exchange contracts to hedge its foreign currency risk.When used,the contracts would normally have maturities of less than one year at reporting date.The Group does not hold or issue financial instruments for tradin

136、g purposes.However,derivatives that do not qualify for hedge accounting are accounted for as trading instruments.Capital expenditure During the year,the Group acquired property,plant and equipment at approximately HK$21.9 million(2021:approximately HK$2.6 million).The purchases during the year were

137、financed by internal resources of the Group.24 MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)FINANCIAL REVIEW(CONTINUED)Material acquisitions and disposals On 24 May 2022,the Group entered into a business acquisition agreement with Ovato to purchase Ovato Book Printing Business at an initial consider

138、ation of AUD8,500,000(equivalent to approximately HK$47,175,000),with a deferred consideration of AUD396,000(equivalent to approximately HK$2,198,000).As all conditions precedent to the business acquisition agreement have been satisfied or waived in accordance with the terms and conditions therein,t

139、he acquisition was completed on 17 June 2022.There were no other material acquisitions and disposals of subsidiaries,associates and joint venture in the course during the year of 2022.Capital commitment and contingent liabilities As at 31 December 2022,the Group had capital commitment of HK$11.9 mil

140、lion to acquire machineries(2021:HK$0.2 million).The Group did not have any significant contingent liabilities as at 31 December 2022(2021:nil).Employees and emolument policy As at 31 December 2022,the Group had 325 full-time employees(2021:271).The remuneration packages of the Groups employees are

141、maintained at a competitive level and employees are rewarded on a performance-related basis within the general framework of the Groups salary,bonus and over-time payments system.Other employees fringe and welfare benefits include retirement benefits,occupational injury insurance and other miscellane

142、ous items.Use of proceeds On 8 October 2018(the“Listing Date”),the Companys issued shares were listed on the Main Board of the Hong Kong Stock Exchange.A total of 105,000,000 shares with nominal value of HK$0.01 each were issued to the public and placees at the final offer price of HK$1.00 per share

143、 for total gross proceeds of HK$105.0 million(the“Share Offer”).The total net proceeds raised from the Share Offer(the“Net Proceeds”)were approximately HK$66.5 million after the deduction of related listing expenses.With reference to the Prospectus and in light of the difference between the actual a

144、mount of the Net Proceeds and estimated amount of the Net Proceeds as stated in the Prospectus(which was disclosed based on an offer price of HK$1.05 per share,being the mid-point of the then indicative offer price range of HK$1.00 to HK$1.10 per share,net of the estimated listing expenses),the Grou

145、p has adjusted the intended use of the actual amount of the Net Proceeds in the same manner and in the same proportion as disclosed in the Prospectus.As disclosed in the Groups 2021 annual report,the Groups plan of purchasing the remaining machinery had been delayed in view of the challenging econom

146、ic conditions,the reduction of printing demand from various government agencies and quick turnaround time educational book publishers as a result of the adverse impact of the COVID-19 pandemic on the local and global economic environment.Given the impacts of the COVID-19 pandemic on the printing ind

147、ustry and the local and global economy as a whole,the Group has adopted a more conservative approach for utilising the remaining Net Proceeds effectively and efficiently for its long-term benefit and development.As at the date of the Groups prior year annual report,the Group planned to prolong the t

148、imeline for using the remaining Net Proceeds up to the year ending 31 December 2024.Reference is made to joint announcement between Lion Rock Group and the Group dated 24 May 2022 in relation to(i)acquisition of Ovato book printing business and assets(the“Acquisition”)and(ii)subscription of converti

149、ble note(“Joint Announcement”),the aggregate amount of unutilised Net Proceeds as at the date of the Joint Announcement was approximately HK$19.5 million.The Board resolved to change the use of the unutilised net proceeds to pay part of the initial consideration in respect of the Acquisition.Save fo

150、r the aforesaid changes,there was no other change in use of the Net Proceeds.As disclosed in the Joint Announcement,the Board considered that,as the Acquisition involved,among others,the purchase of digital printing presses,printing presses,binding machines and other machinery and equipment used by

151、Ovato in the business,the Acquisition had a synergistic effect with the Groups existing printing business and helped the Group to achieve its plans for the expansion of production capacity and enhancing efficiency as described in the Prospectus.25 MANAGEMENT DISCUSSION AND ANALYSIS(CONTINUED)FINANCI

152、AL REVIEW(CONTINUED)Use of proceeds(Continued)The Board confirmed that there were no material changes in the nature of the business of the Group as described in the Prospectus.The Board considered the above change in the use of the Net Proceeds was fair and reasonable as this allowed the Group to de

153、ploy its financial resources more effectively to enhance the profitability,was largely in line with the intended plan as stated in the Prospectus to expand production capacity,and was in the interests of Group and its shareholders as a whole.Up to the date of this report,the amount of the Net Procee

154、ds which has been fully utilised amounted to approximately HK$66.5 million,including:approximately HK$9.0 million has been utilised to purchase three digital printing presses,two binding machines and one pre-press machine to replace certain existing machines;approximately HK$10.8 million has been ut

155、ilised to purchase two binding machines to expand capacity;approximately HK$16.0 million has been utilised for upgrading the ERP and IPALM system,of which approximately HK$2.0 million and HK$14.0 million was utilised to purchase equipment,such as server,and development and purchase of software,respe

156、ctively;approximately HK$4.5 million has been utilised for enhancing of the existing warehousing facilities;approximately HK$6.7 million has been utilised as general working capital of the Group;and approximately HK$19.5 million has been utilised for payment of part of the initial consideration in r

157、espect of the Acquisition Set out below are details of the original allocation of the Net Proceeds as disclosed in the Prospectus,the revised allocation based on the actual Net Proceeds(after the adjustment as mentioned above),the unutilised Net Proceeds as at the date of the Joint Announcement,the

158、change of the use of untilised Net Proceeds and the Net proceeds untilised as at the date of this report:Original allocation of Net Proceeds as disclosed in the Prospectus Revised allocation based on the actual Net Proceeds Unutilised Net Proceeds as at the date of the Joint Announcement Change of t

159、he use of unutilised Net Proceeds Net Proceeds utilised as at the date of this report Allocation percentage Approximate HK$million Approximate HK$million Approximate HK$million Approximate HK$million Approximate HK$million Purchasing machinery 57.2%41.9 38.0 18.2 -19.8 Upgrading ERP system and IPALM

160、 platform 24.1%17.7 16.0 -16.0 Expansion of the warehousing facilities and/or streamlining the printing facilities 8.7%6.4 5.8 1.3 -4.5 General working capital of the Group 10.0%7.3 6.7 -6.7 Payment of part of the initial consideration in respect of the Acquisition-19.5 19.5 100.0%73.3 66.5 19.5 19.

161、5 66.5 26 FINAL DIVIDEND The Board does not recommend the payment of any final dividend for the year ended 31 December 2022.(2021:final dividend of HK$3 cents per share).PURCHASE,SALE OR REDEMPTION OF SHARES During the year ended 31 December 2022,neither the Company nor any of its subsidiaries had p

162、urchased,sold or redeemed any of the Companys listed securities(2021:Nil).EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR The Group has no significant events after the reporting period and up to the date of this annual report.CODE ON CORPORATE GOVERNANCE PRACTICES In the opinion of the Board,the

163、Company has complied with the Corporate Governance Code and Corporate Governance Report contained in Appendix 14 of the Listing Rules during the year ended 31 December 2022.AUDIT COMMITTEE The audit committee has four members comprising one non-executive director namely Mr.Paul Antony Young and the

164、three independent non-executive directors,namely,Mr.Ho Tai Wai David,Mr.Tsui King Chung David and Mr.Lai Wing Hong Joseph with terms of reference in compliance with the Listing Rules.The audit committee has reviewed the audited financial results of the Group for the year ended 31 December 2022.By Or

165、der of the Board Left Field Printing Group Limited Richard Francis Celarc Chairman Hong Kong,31 March 2023 As at the date of this announcement,the Board comprises Mr.Richard Francis Celarc,Mr.Lau Chuk Kin and Ms.Tang Tsz Ying as executive directors;Mr.Paul Antony Young as non-executive director;Mr.H

166、o Tai Wai David,Mr.Tsui King Chung David and Mr.Lai Wing Hong Joseph as independent non-executive directors.This final results announcement is published on the website of Hong Kong Stock Exchange at www.hkexnews.hk and on the Companys website at .The annual report of the Company for the year ended 31 December 2022 will also be published on the aforesaid websites in due course.