TOPSTANDARDCORP(08510)

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TOPSTANDARDCORP(08510) - 截至二零二五年九月三十日止股份发行人的证券变动月报...
2025-10-08 09:26
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | | | 致:香港交易及結算所有限公司 公司名稱: Top Standard Corporation 呈交日期: 2025年10月8日 I. 法定/註冊股本變動 本月底法定/註冊股本總額: HKD 20,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08510 | 說明 | | | | | | | | | 已發行股份(不包括庫存股份)數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 199,065,600 | | 0 | | 199,065,600 | | 增加 / 減少 (-) | | | | | | | | | 本月底結存 | | | 199,065,600 | | 0 | | ...
TOPSTANDARDCORP(08510) - 截至二零二五年八月三十一日止股份发行人的证券变动月...
2025-09-04 10:27
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致:香港交易及結算所有限公司 公司名稱: Top Standard Corporation 呈交日期: 2025年9月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08510 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 200,000,000 | HKD | | 0.1 HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 200,000,000 | HKD | | 0.1 HKD | | 20,000,000 | 本月底法定/註冊股本總額: HKD 20 ...
TOPSTANDARDCORP(08510)发布中期业绩 股东应占亏损55.8万港元 同比收窄82.18%
智通财经网· 2025-08-29 16:21
智通财经APP讯,TOPSTANDARDCORP(08510)发布2025年中期业绩,收入1038.5万港元,同比增加 108.45%;股东应占亏损55.8万港元,同比收窄82.18%;每股基本亏损0.28港仙。 ...
TOPSTANDARDCORP发布中期业绩 股东应占亏损55.8万港元 同比收窄82.18%
Zhi Tong Cai Jing· 2025-08-29 16:17
TOPSTANDARDCORP(08510)发布2025年中期业绩,收入1038.5万港元,同比增加108.45%;股东应占亏 损55.8万港元,同比收窄82.18%;每股基本亏损0.28港仙。 ...
TOPSTANDARDCORP(08510) - 2025 - 中期财报
2025-08-29 13:16
[Report Cover and Legal Disclaimers](index=1&type=section&id=%E6%8A%A5%E5%91%8A%E5%B0%81%E9%9D%A2%E5%8F%8A%E6%B3%95%E5%BE%8B%E5%A3%B0%E6%98%8E) This section presents the report cover, GEM listing features, disclaimers, and directors' responsibilities regarding the report's content [Report Cover](index=1&type=section&id=%E6%8A%A5%E5%91%8A%E5%B0%81%E9%9D%A2) The report pertains to Top Standard Corporation, stock code 8510, and is for the year 2025 - The report pertains to Top Standard Corporation, stock code **8510**, and is for the year **2025**[1](index=1&type=chunk) [GEM Listing Characteristics and Disclaimer](index=2&type=section&id=GEM%E4%B8%8A%E5%B8%82%E7%89%B9%E8%89%B2%E5%8F%8A%E5%85%8D%E8%B4%A3%E5%A3%B0%E6%98%8E) The GEM market provides a listing platform for small and medium-sized enterprises with higher investment risks, potential market volatility, and low liquidity, with HKEX and SEHK disclaiming responsibility for this report - The GEM market is positioned for small and medium-sized enterprises, entailing higher investment risks, potential for significant market fluctuations, and low liquidity risks[2](index=2&type=chunk) - Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong Limited bear no responsibility for the report's content, make no representation, and accept no liability for any loss[2](index=2&type=chunk) [Directors' Responsibility Statement](index=2&type=section&id=%E8%91%A3%E4%BA%8B%E8%B4%A3%E4%BB%BB%E5%A3%B0%E6%98%8E) The company's directors collectively and individually assume full responsibility for the report's information, confirming its accuracy, completeness, and absence of misleading or fraudulent content or omissions - The company's directors collectively and individually assume full responsibility for the information in this report[3](index=3&type=chunk) - The directors confirm that the information in the report is accurate, complete, not misleading or fraudulent in all material aspects, and free from omissions[3](index=3&type=chunk) [Financial Highlights](index=3&type=section&id=%E8%B4%A2%E5%8A%A1%E6%91%98%E8%A6%81) This section provides a concise overview of the group's key financial performance indicators [Financial Highlights](index=3&type=section&id=%E8%B4%A2%E5%8A%A1%E6%91%98%E8%A6%81) For the six months ended June 30, 2025, the Group's revenue significantly increased by 108.0% to approximately HKD 10.4 million, while loss attributable to owners narrowed to approximately HKD 0.6 million Financial Highlights for the Six Months Ended June 30, 2025 | Indicator | 2025 (HKD) | 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Unaudited Revenue | 10,400,000 | 5,000,000 | Increased by 108.0% | | Unaudited Loss Attributable to Owners of the Company | (600,000) | (3,100,000) | Loss narrowed | [Condensed Consolidated Financial Statements](index=4&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8) This section presents the Group's condensed consolidated statements of profit or loss, financial position, changes in equity, and cash flows [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%8D%9F%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E5%85%A5%E8%A1%A8) For the six months ended June 30, 2025, the Group's revenue grew significantly, and while still reporting a loss, it substantially narrowed compared to the prior year, with basic loss per share also decreasing Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 10,385 | 4,982 | Increased by 108.47% | | Loss before tax | (290) | (4,045) | Loss narrowed | | Loss for the period | (290) | (4,045) | Loss narrowed | | Loss for the period attributable to owners of the Company | (558) | (3,132) | Loss narrowed | | Basic and diluted loss per share (HK cents) | (0.28) | (1.89) | Loss narrowed | [Condensed Consolidated Statement of Financial Position](index=6&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5%E8%A1%A8) As of June 30, 2025, the Group's non-current and current assets decreased, while net current liabilities and net liabilities increased, indicating ongoing financial challenges with negative shareholders' equity Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 1,444 | 1,817 | Decreased by 20.53% | | Current assets | 4,539 | 4,595 | Decreased by 1.22% | | Current liabilities | 20,477 | 23,068 | Decreased by 11.23% | | Net current liabilities | (15,938) | (18,473) | Deficit narrowed | | Net liabilities | (20,850) | (20,491) | Deficit widened | | Equity attributable to owners of the Company | (12,154) | (11,527) | Deficit widened | [Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E6%9D%83%E7%9B%8A%E5%8F%98%E5%8A%A8%E8%A1%A8) For the six months ended June 30, 2025, the loss attributable to owners of the Company was HKD 558 thousand, leading to an increase in accumulated losses and a widened total deficit of HKD 20,850 thousand Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (558) | (3,132) | Loss narrowed | | Accumulated losses | (131,826) | (121,467) | Loss widened | | Total deficit | (20,850) | (8,269) | Deficit widened | [Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, net cash outflow from operating activities was HKD 470 thousand, net cash inflow from investing activities was HKD 6 thousand, and net cash outflow from financing activities was HKD 1,114 thousand, resulting in a decrease in cash and cash equivalents to HKD 922 thousand at period-end Condensed Consolidated Statement of Cash Flows (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Net cash (used in) / generated from operating activities | (470) | 1,139 | Changed from inflow to outflow | | Net cash (used in) / generated from investing activities | 6 | (92) | Changed from outflow to inflow | | Net cash used in financing activities | (1,114) | (2,545) | Outflow decreased | | Net decrease in cash and cash equivalents | (1,578) | (1,497) | Decrease widened | | Cash and cash equivalents at end of period | 922 | 942 | Slightly decreased | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%99%84%E6%B3%A8) This section provides detailed explanatory notes supporting the condensed consolidated financial statements, covering general information, accounting policies, and specific financial items [General Information](index=11&type=section&id=%E4%B8%80%E8%88%AC%E8%B5%84%E6%96%99) Top Standard Corporation was incorporated in the Cayman Islands in 2016, listed on GEM in Hong Kong in 2018, and primarily operates restaurants and online wine sales, with JSS Group Corporation as a major shareholder - The Company was incorporated in the Cayman Islands on February 11, 2016, and listed on GEM of the Stock Exchange of Hong Kong on February 13, 2018[13](index=13&type=chunk) - The Company is an investment holding company, with its subsidiaries primarily engaged in restaurant operations and online sales of alcoholic beverages[14](index=14&type=chunk) - JSS Group Corporation is a major shareholder of the Company, wholly owned by Mr. Chu Ka Fai, an executive director[13](index=13&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=11&type=section&id=%E7%BC%96%E5%88%B6%E5%9F%BA%E5%87%86%E5%8F%8A%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%94%BF%E7%AD%96) The 2025 interim financial statements are prepared under Hong Kong GAAP and GEM Listing Rules, consistent with 2024 annual policies, though auditors express no opinion on going concern uncertainties - The 2025 interim financial statements are prepared in accordance with Hong Kong Generally Accepted Accounting Principles (including Hong Kong Accounting Standard 34) and the GEM Listing Rules[15](index=15&type=chunk) - The accounting policies adopted are consistent with those used in the 2024 annual audited consolidated financial statements, but auditors express no opinion on multiple uncertainties related to going concern[16](index=16&type=chunk) [Going Concern Assumption](index=12&type=section&id=%E6%8C%81%E7%BB%AD%E7%BB%8F%E8%90%A5%E5%81%87%E8%AE%BE) The Group faces going concern risks due to current liabilities exceeding current assets and total liabilities exceeding total assets, with management planning business expansion, new brand introduction, external financing, and group restructuring to mitigate liquidity pressure Going Concern Financial Position | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Current liabilities exceeding current assets | 15,938,000 | 18,473,000 | | Total liabilities exceeding total assets | 20,850,000 | 20,491,000 | | Cash and cash equivalents | 922,000 | 2,585,000 | - Management plans to expand its catering business and develop gift, floral arrangement, and event decoration services, while also introducing a renowned Hong Kong restaurant brand to Malaysia[17](index=17&type=chunk) - The newly introduced brand Miss J has contributed approximately **HKD 3,484,000** in revenue, while existing brands Sushi Mew, Sushi Qubey, and Aori Ramen collectively contributed approximately **HKD 6,833,000** in revenue[17](index=17&type=chunk) - The Group will continue to seek other financing options, consider group restructuring, including securing new investments, negotiating with creditors, evaluating potential mergers or collaborations, and reorganizing operations to enhance efficiency and reduce costs[17](index=17&type=chunk) [Revenue and Segment Information](index=13&type=section&id=%E6%94%B6%E5%85%A5%E5%8F%8A%E5%88%86%E9%83%A8%E8%B5%84%E6%96%99) The Group's revenue primarily stems from catering services, which significantly increased to HKD 10,317 thousand for the six months ended June 30, 2025, while online wine sales decreased, with Malaysia being the main revenue source Revenue Composition (For the Six Months Ended June 30) | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Catering services revenue | 10,317 | 4,757 | Increased by 116.88% | | Online sales of alcoholic beverages | 68 | 225 | Decreased by 69.78% | | Total | 10,385 | 4,982 | Increased by 108.47% | - The Group has two operating and reportable segments: catering services revenue and online sales of alcoholic beverages under the MOW brand[23](index=23&type=chunk) Revenue by Geographical Region (For the Six Months Ended June 30) | Region | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Hong Kong | 68 | 225 | Decreased by 69.78% | | Malaysia | 10,317 | 4,757 | Increased by 116.88% | | Total | 10,385 | 4,982 | Increased by 108.47% | [Finance Costs](index=15&type=section&id=%E8%9E%8D%E8%B5%84%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, the Group's finance costs, primarily from interest on lease liabilities, slightly decreased compared to the prior year Finance Costs (For the Six Months Ended June 30) | Source of Finance Costs | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 544 | 610 | Decreased by 10.82% | [Income Tax Expense](index=16&type=section&id=%E6%89%80%E5%BE%97%E7%A8%8E%E5%BC%80%E6%94%AF) No Hong Kong profits tax provision was made as the Group did not generate assessable profits in either reporting period - The Group did not generate assessable profits for the six months ended June 30, 2024, and 2025, thus no provision for Hong Kong profits tax was made[30](index=30&type=chunk) [Dividends](index=16&type=section&id=%E8%82%A1%E6%81%AF) No dividends were paid or declared by the Company for the six months ended June 30, 2025 - No dividends were paid or declared by the Company for the six months ended June 30, 2025 (2024: Nil)[31](index=31&type=chunk) [Loss Per Share](index=16&type=section&id=%E6%AF%8F%E8%82%A1%E4%BA%8F%E6%8D%9F) For the six months ended June 30, 2025, the loss attributable to owners of the Company narrowed, reducing basic loss per share from 1.89 HK cents to 0.28 HK cents, with no diluted loss per share presented due to the absence of potential ordinary shares Loss Per Share (For the Six Months Ended June 30) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD thousands) | (558) | (3,123) | Loss narrowed | | Weighted average number of ordinary shares in issue (thousands) | 199,066 | 165,888 | Increased by 20% | | Basic loss per share (HK cents) | (0.28) | (1.89) | Loss narrowed | - Diluted loss per share information is not presented as there were no potential ordinary shares in issue for both periods[35](index=35&type=chunk) [Property and Equipment](index=17&type=section&id=%E7%89%A9%E4%B8%9A%E5%8F%8A%E8%AE%BE%E5%A4%87) For the six months ended June 30, 2025, the Group did not acquire any property and equipment, unlike the prior year which saw minor acquisitions Acquisition of Property and Equipment (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Acquisition of property and equipment | 0 | 100,000 | [Trade and Other Receivables, Deposits and Prepayments](index=17&type=section&id=%E8%B4%B8%E6%98%93%E5%BA%94%E6%94%B6%E6%AC%BE%E9%A1%B9%E3%80%81%E6%8C%89%E9%87%91%E5%8F%8A%E9%A2%84%E4%BB%98%E6%AC%BE%E9%A1%B9) As of June 30, 2025, the Group's trade and other receivables, deposits, and prepayments totaled HKD 3,548 thousand, an increase from December 31, 2024, with a significant rise in trade receivables aged over 90 days Trade and Other Receivables, Deposits and Prepayments (As of June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Trade receivables | 1,902 | 640 | Increased by 197.19% | | Deposits, prepayments and other receivables | 1,646 | 1,444 | Increased by 14.00% | | Total | 3,548 | 2,084 | Increased by 70.25% | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | 0 to 30 days | 717 | 517 | Increased by 38.68% | | Over 90 days | 727 | 39 | Increased by 1764.10% | [Share Capital](index=18&type=section&id=%E8%82%A1%E6%9C%AC) The Company completed a share consolidation on January 18, 2024, merging ten HKD 0.01 shares into one HKD 0.1 share, and a new share placement on November 7, 2024, issuing 33,177,600 shares for net proceeds of approximately HKD 3.3 million, increasing issued share capital to HKD 19,906 thousand - On January 18, 2024, the Company completed a share consolidation, merging every ten shares of **HKD 0.01** par value into one share of **HKD 0.1** par value[40](index=40&type=chunk) - On November 7, 2024, the Company completed a placement of **33,177,600** new shares at a placement price of **HKD 0.1** per share, generating net proceeds of approximately **HKD 3,300,000**[40](index=40&type=chunk) Changes in Share Capital (As of June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Issued and fully paid share capital | 19,906 | 16,589 | Increased by 19.99% | [Trade and Other Payables and Accrued Charges](index=19&type=section&id=%E8%B4%B8%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E5%BA%94%E4%BB%98%E6%AC%BE%E9%A1%B9%E5%8F%8A%E5%BA%94%E8%AE%A1%E8%B4%B9%E7%94%A8) As of June 30, 2025, the Group's trade and other payables and accrued charges totaled HKD 10,614 thousand, a slight increase from December 31, 2024, with a high proportion of trade payables aged over 90 days Trade and Other Payables and Accrued Charges (As of June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 4,770 | 3,914 | Increased by 21.87% | | Other payables and accrued charges | 5,844 | 6,239 | Decreased by 6.33% | | Total | 10,614 | 10,153 | Increased by 4.54% | Ageing Analysis of Trade Payables (As of June 30) | Ageing | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Over 90 days | 3,225 | 2,300 | Increased by 40.22% | [Bank and Other Borrowings](index=20&type=section&id=%E9%93%B6%E8%A1%8C%E5%8F%8A%E5%85%B6%E4%BB%96%E5%80%9F%E6%AC%BE) As of June 30, 2025, the Group's other borrowings were HKD 871 thousand, a significant decrease from December 31, 2024, with all borrowings repayable within one year at an effective annual interest rate of 14.68% and guaranteed by non-controlling interests and a subsidiary Bank and Other Borrowings (As of June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Other borrowings | 871 | 1,718 | Decreased by 49.29% | - The effective annual interest rate for the Group's other bank borrowings is **14.68%**[43](index=43&type=chunk) - Other borrowings are guaranteed by Focus Supernova Sdn. Bhd, a non-controlling interest of the Company, and Noble Triumph Limited, a subsidiary of the Company[44](index=44&type=chunk) [Related Party Transactions](index=21&type=section&id=%E5%85%B3%E8%BF%9E%E6%96%B9%E4%BA%A4%E6%98%93) For the six months ended June 30, 2025, remuneration for executive directors and other key management personnel significantly increased Key Management Personnel Remuneration (For the Six Months Ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Short-term benefits | 432 | 120 | Increased by 260% | | Post-employment benefits | 17 | 6 | Increased by 183.33% | | Total | 449 | 126 | Increased by 256.35% | [Fair Value Measurement](index=21&type=section&id=%E5%85%AC%E5%B9%B3%E5%80%BC%E8%AE%A1%E9%87%8F) As of June 30, 2025, and December 31, 2024, there were no material differences between the carrying amounts and fair values of all financial assets and liabilities - There were no material differences between the carrying amounts and fair values of all financial assets and financial liabilities[47](index=47&type=chunk) [Events After the Reporting Period](index=21&type=section&id=%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%90%8E%E4%BA%8B%E9%A1%B9) The Company's directors are unaware of any significant post-reporting period events other than those disclosed in this report - No significant events after the reporting period have occurred other than those disclosed in this report[48](index=48&type=chunk) [Litigation](index=21&type=section&id=%E8%AF%89%E8%AE%BC) Apart from litigation disclosed in the annual report and this interim report, the Group had no other significant litigation during the six months ended June 30, 2025 - Other than the disclosed litigation, there was no other significant litigation during the six months ended June 30, 2025[49](index=49&type=chunk) [Comparative Figures](index=21&type=section&id=%E6%AF%94%E8%BE%83%E6%95%B0%E5%AD%97) Certain comparative figures have been reclassified to align with the current period's presentation - Certain comparative figures have been reclassified to conform with the presentation for the current period[50](index=50&type=chunk) [Approval of Interim Condensed Consolidated Financial Statements](index=21&type=section&id=%E6%89%B9%E5%87%86%E4%B8%AD%E6%9C%9F%E7%AE%80%E6%98%8E%E7%BB%BC%E5%90%88%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8) The interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[51](index=51&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an overview of the Group's business and financial performance, liquidity, and outlook [Business Review](index=22&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%B1) The Group primarily operates restaurants in Southeast Asia and online wine sales in Hong Kong, with revenue increasing by 108.0% to approximately HKD 10.4 million for the six months ended June 30, 2025, driven by Malaysian restaurant business growth - The Group primarily operates restaurants in Southeast Asia and online sales of alcoholic beverages in Hong Kong[52](index=52&type=chunk) Revenue Growth (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Growth Rate | | :--- | :--- | :--- | :--- | | Revenue | 10,400,000 | 5,000,000 | 108.0% | - The increase in revenue was primarily due to increased revenue generated from restaurant operations in Malaysia[52](index=52&type=chunk) [Financial Review](index=23&type=section&id=%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B1) The Group experienced significant revenue growth and a narrowed loss, but changes in raw material, staff costs, and depreciation expenses collectively impacted overall financial performance [Revenue](index=23&type=section&id=%E6%94%B6%E5%85%A5) For the six months ended June 30, 2025, the Group's revenue increased to approximately HKD 10.4 million, primarily driven by growth in its Malaysian restaurant business Revenue (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Revenue | 10,400,000 | 5,000,000 | - The increase in revenue was primarily due to increased revenue generated from restaurant operations in Malaysia[53](index=53&type=chunk) [Other Gains and Losses](index=23&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E5%8F%8A%E4%BA%8F%E6%8D%9F) For the six months ended June 30, 2025, the Group recorded no other gains or losses, compared to a small net other loss in the prior year Other Gains and Losses (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Other gains or losses | 0 | (3,000) | [Raw Materials and Consumables Used](index=23&type=section&id=%E5%B7%B2%E4%BD%BF%E7%94%A8%E5%8E%9F%E6%9D%90%E6%96%99%E5%8F%8A%E8%80%97%E6%9D%90) Raw materials and consumables used increased from approximately HKD 1.7 million to HKD 4.4 million, primarily due to increased sales Raw Materials and Consumables Used (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Raw materials and consumables used | 4,400,000 | 1,700,000 | Increased by 158.82% | - The increase was primarily due to increased sales[55](index=55&type=chunk) [Staff Costs](index=24&type=section&id=%E5%91%98%E5%B7%A5%E6%88%90%E6%9C%AC) Staff costs increased from approximately HKD 2.0 million to HKD 3.3 million, primarily due to the hiring of new employees for restaurants Staff Costs (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Staff costs | 3,300,000 | 2,000,000 | Increased by 65% | - The increase was due to the hiring of new employees for the restaurants[56](index=56&type=chunk) [Depreciation](index=24&type=section&id=%E6%8A%98%E6%97%A7) Depreciation significantly decreased from approximately HKD 1.9 million to HKD 0.1 million, primarily due to impairment losses recognized on property, equipment, and right-of-use assets as of December 31, 2024 Depreciation (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Depreciation | 100,000 | 1,900,000 | Decreased by 94.74% | - The decrease in depreciation was primarily due to the recognition of impairment losses on certain of the Group's property, equipment, and right-of-use assets as of December 31, 2024[57](index=57&type=chunk) [Finance Costs](index=24&type=section&id=%E8%9E%8D%E8%B5%84%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, finance costs remained stable at approximately HKD 0.5 million Finance Costs (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | | :--- | :--- | :--- | | Finance costs | 500,000 | 600,000 | [Loss and Total Comprehensive Expense](index=24&type=section&id=%E4%BA%8F%E6%8D%9F%E5%8F%8A%E5%85%A8%E9%9D%A2%E5%BC%80%E6%94%AF%E6%80%BB%E9%A2%9D) For the six months ended June 30, 2025, loss and total comprehensive expense significantly decreased to approximately HKD 0.3 million and HKD 0.4 million, respectively, influenced by the aforementioned factors Loss and Total Comprehensive Expense (For the Six Months Ended June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Loss | 300,000 | 4,000,000 | Loss narrowed | | Total comprehensive expense | 400,000 | 4,000,000 | Loss narrowed | - The decrease in loss and total comprehensive expense was primarily due to the combined effect of the factors discussed above[59](index=59&type=chunk) [Basic Loss Per Share](index=24&type=section&id=%E6%AF%8F%E8%82%A1%E5%9F%BA%E6%9C%AC%E4%BA%8F%E6%8D%9F) For the six months ended June 30, 2025, basic loss per share significantly narrowed to approximately 0.28 HK cents, consistent with the overall trend of reduced losses Basic Loss Per Share (For the Six Months Ended June 30) | Indicator | 2025 (HK cents) | 2024 (HK cents) | Change | | :--- | :--- | :--- | :--- | | Basic loss per share | 0.28 | 1.89 | Loss narrowed | [Reserves](index=24&type=section&id=%E5%82%A8%E5%A4%87) Changes in the Group's reserves for the six months ended June 30, 2025, are detailed in the condensed consolidated statement of changes in equity - Changes in the Group's reserves for the six months ended June 30, 2025, are presented in the unaudited condensed consolidated statement of changes in equity[61](index=61&type=chunk) [Liquidity and Financial Resources](index=25&type=section&id=%E6%B5%81%E5%8A%A8%E8%B5%84%E9%87%91%E5%8F%8A%E8%B4%A2%E5%8A%A1%E8%B5%84%E6%BA%90) As of June 30, 2025, the Group had total assets of approximately HKD 6.0 million, a current ratio of approximately 0.2 times, bank balances and cash of approximately HKD 922 thousand, and total interest-bearing borrowings of approximately HKD 871 thousand, with a zero gearing ratio due to negative owners' equity Liquidity and Financial Resources (As of June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Total assets | 6,000,000 | 6,400,000 | Decreased by 6.25% | | Total liabilities | 26,800,000 | 26,900,000 | Decreased by 0.37% | | Shareholders' deficit | 20,900,000 | 20,500,000 | Deficit widened | | Current ratio | 0.2 times | 0.2 times | Remained stable | | Bank balances and cash | 922,000 | 2,600,000 | Decreased by 64.54% | | Total interest-bearing borrowings | 871,000 | 1,700,000 | Decreased by 48.76% | - The Group's gearing ratio was zero as of June 30, 2025, due to negative owners' equity[62](index=62&type=chunk) [Foreign Exchange Risk](index=25&type=section&id=%E5%A4%96%E6%B1%87%E9%A3%8E%E9%99%A9) The Group is exposed to foreign exchange risk arising from Singapore Dollar and Malaysian Ringgit, which it manages by regularly reviewing net foreign exchange exposure and entering into currency hedging arrangements as appropriate - The Group is exposed to foreign exchange risk arising from Singapore Dollar and Malaysian Ringgit[63](index=63&type=chunk) - The Group manages its foreign exchange risk by regularly reviewing its net foreign exchange exposure and entering into currency hedging arrangements when necessary to mitigate the impact of exchange rate fluctuations[63](index=63&type=chunk) [Capital Structure](index=25&type=section&id=%E8%B5%84%E6%9C%AC%E6%9E%B6%E6%9E%84) The Group's share capital consists solely of ordinary shares, with issued share capital of HKD 19,906,560 as of June 30, 2025, comprising 199,065,600 shares of HKD 0.1 par value each - The Group's share capital comprises solely ordinary shares[64](index=64&type=chunk) Issued Share Capital (As of June 30) | Indicator | 2025 (HKD) | | :--- | :--- | | Issued share capital | 19,906,560 | | Number of shares | 199,065,600 | | Par value per share | 0.1 | [Borrowings](index=26&type=section&id=%E5%80%9F%E6%AC%BE) As of June 30, 2025, the Group had interest-bearing borrowings of approximately HKD 871 thousand at an effective interest rate of 14.68%, with amounts due to related parties of approximately HKD 3.3 million and to non-controlling interests of approximately HKD 6.5 million Borrowings (As of June 30) | Indicator | 2025 (HKD) | 2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Interest-bearing borrowings | 871,000 | 1,700,000 | Decreased by 48.76% | | Amounts due to related parties | 3,300,000 | 3,600,000 | Decreased by 8.33% | | Amounts due to non-controlling interests | 6,500,000 | 5,500,000 | Increased by 18.18% | - The effective interest rate for the Group's other bank borrowings is **14.68%**, and no interest rate hedging was utilized[65](index=65&type=chunk) [Pledge of Assets](index=26&type=section&id=%E8%B5%84%E4%BA%A7%E6%8A%B5%E6%8A%BC) The Group had no pledge of assets as of December 31, 2024, and June 30, 2025 - The Group had no pledge of assets as of December 31, 2024, and June 30, 2025[66](index=66&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=%E9%9B%87%E5%91%98%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of June 30, 2025, the Group's total number of employees increased to 52, with total staff costs rising to approximately HKD 3.3 million, and remuneration policy based on job nature, qualifications, experience, and performance assessment Number of Employees and Staff Costs (As of June 30) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total number of employees | 52 persons | 48 persons | Increased by 4 persons | | Total staff costs (For the six months ended June 30) | 3,300,000 HKD | 2,000,000 HKD | Increased by 65% | - Employee remuneration is commensurate with job nature, qualifications, and experience, with salaries and wages reviewed annually based on performance appraisals and other relevant factors[67](index=67&type=chunk) [Material Acquisitions and Disposals](index=27&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B4%AD%E5%8F%8A%E5%87%BA%E5%94%AE) For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - The Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures for the six months ended June 30, 2025[68](index=68&type=chunk) [Contingent Liabilities](index=27&type=section&id=%E6%88%96%E7%84%B6%E8%B4%9F%E5%80%BA) The Group faces several lawsuits and claims related to outstanding rent and salaries, potentially incurring additional interest and penalties, but has obtained legal advice indicating no additional interest or penalties are payable beyond amounts already provided - The Group has received several lawsuits and claims from various parties related to outstanding rent and salaries[69](index=69&type=chunk) - The Group has obtained legal advice indicating that no additional interest or penalties are payable beyond the amounts provided in other payables and accrued charges, and salaries payable and provisions[69](index=69&type=chunk) [Capital Commitments](index=27&type=section&id=%E8%B5%84%E6%9C%AC%E6%89%BF%E6%8B%85) The Group had no significant capital commitments as of December 31, 2024, and June 30, 2025 - The Group had no significant capital commitments as of December 31, 2024, and June 30, 2025[70](index=70&type=chunk) [Dividends](index=27&type=section&id=%E8%82%A1%E6%81%AF) The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025[71](index=71&type=chunk) [Material Investments and Plans for Capital Assets](index=27&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B5%84%E5%8F%8A%E8%B5%84%E6%9C%AC%E8%B5%84%E4%BA%A7%E8%AE%A1%E5%88%92) Apart from disclosures in this report, the Group held no material investments as of December 31, 2024, and June 30, 2025, and had no other plans involving significant investments and capital assets - The Group held no material investments as of December 31, 2024, and June 30, 2025[72](index=72&type=chunk) - The Group had no other plans involving significant investments and capital assets as of the date of this report[72](index=72&type=chunk) [Principal Risks and Uncertainties](index=28&type=section&id=%E4%B8%BB%E8%A6%81%E9%A3%8E%E9%99%A9%E5%8F%8A%E4%B8%8D%E7%A1%AE%E5%AE%9A%E5%9B%A0%E7%B4%A0) This section outlines the key risks and uncertainties facing the Group, including economic dependencies and cost control challenges [Principal Risks and Uncertainties](index=28&type=section&id=%E4%B8%BB%E8%A6%81%E9%A3%8E%E9%99%A9%E5%8F%8A%E4%B8%8D%E7%A1%AE%E5%AE%9A%E5%9B%A0%E7%B4%A0) The Group's principal risks include reliance on economic conditions in Malaysia and Hong Kong, and challenges in cost control due to fluctuations in rent, raw materials, and staff costs - The Group's revenue is primarily derived from Malaysia and Hong Kong, exposing it to risks from unfavorable local economic conditions or additional restrictions[73](index=73&type=chunk) - Rental expenses, raw material and consumable costs, and staff costs constitute a significant portion of operating costs, with fluctuating food ingredient prices and high rental costs potentially impacting cost control[73](index=73&type=chunk) [Prospects](index=29&type=section&id=%E5%89%8D%E6%99%AF) This section outlines the Group's future strategies and outlook for business development and profitability [Prospects](index=29&type=section&id=%E5%89%8D%E6%99%AF) The Group is optimistic about the future development of its Malaysian catering business and will continue to explore new opportunities in Southeast Asia, including gift, floral arrangement, and event decoration services, to diversify revenue and enhance profitability - The **108.0%** revenue growth reflects the significant success of the Group's strategy to expand into overseas markets, with plans for continued further expansion in the future[74](index=74&type=chunk) - The Group is optimistic about the future development of its Malaysian catering business and believes its restaurants will generate more revenue in the future[74](index=74&type=chunk) - The Group will continue to explore new business opportunities in Southeast Asia, including gift, floral arrangement, and event decoration services, to maintain its market position and diversify and stabilize revenue streams[74](index=74&type=chunk) - The Group will strive to reduce costs and enhance resource allocation efficiency to enable its restaurants to become profitable and maintain profitability and market competitive advantages[74](index=74&type=chunk) [Corporate Governance and Other Information](index=30&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E8%B5%84%E6%96%99) This section details the Group's corporate governance practices, directors' and shareholders' interests, and other relevant information [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=30&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%91%98%E4%BA%8E%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E5%85%B3%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%80%BA%E6%9D%83%E8%AF%81%E7%9A%84%E6%9D%83%E7%9B%8A%E5%8F%8A%E6%B7%A1%E4%BB%93) As of June 30, 2025, Executive Director Mr. Chu Ka Fai held a 23.20% equity interest in the Company through his wholly-owned JSS Group Corporation Directors' Interests in the Company's Shares (As of June 30) | Name | Capacity/Nature of interest | Number of shares | Approximate percentage of shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Chu Ka Fai | Interest in controlled corporation | 46,188,800 | 23.20% | - Mr. Chu Ka Fai holds an equity interest in the Company through his wholly-owned JSS Group Corporation[75](index=75&type=chunk) Directors' Interests in Shares of Associated Corporations (As of June 30) | Name | Name of associated corporation | Capacity/Nature of interest | Number of shares | Approximate percentage of shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Chu Ka Fai | JSS Group | Beneficial owner | 1,000 | 100% | [Directors' Rights to Acquire Shares or Debentures](index=31&type=section&id=%E8%91%A3%E4%BA%8B%E6%94%B6%E8%B4%AD%E8%82%A1%E4%BB%BD%E6%88%96%E5%80%BA%E6%9D%83%E8%AF%81%E7%9A%84%E6%9D%83%E5%88%A9) For the six months ended June 30, 2025, neither the Company nor its subsidiaries entered into any arrangements enabling directors to acquire benefits through shares or debentures of the Company or any other corporation - Neither the Company nor any of its subsidiaries entered into any arrangements enabling directors to acquire benefits by means of acquiring shares or debentures of the Company or any other corporation[77](index=77&type=chunk) [Substantial Shareholders' and Other Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=32&type=section&id=%E4%B8%BB%E8%A6%81%E5%8F%8A%E5%85%B6%E4%BB%96%E8%82%A1%E6%9D%B1%E4%BA%8E%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E5%85%B3%E8%82%A1%E4%BB%BD%E7%9A%84%E6%9D%83%E7%9B%8A%E5%8F%8A%E6%B7%A1%E4%BB%93) As of June 30, 2025, Lazarus Securities Pty Ltd and JSS Group each held 23.20% of shares, Hng Bok Chuan held 16.67%, Axis Motion Limited held 11.57%, and Focus Dynamics Group Berhad held 9.65% Substantial Shareholders' and Other Shareholders' Interests in the Company's Shares (As of June 30) | Name | Capacity/Nature of interest | Number of shares | Approximate percentage of shareholding (%) | | :--- | :--- | :--- | :--- | | Lazarus Securities Pty Ltd | Beneficial owner | 46,188,800 | 23.20% | | JSS Group | Beneficial owner | 46,188,800 | 23.20% | | Hng Bok Chuan | Beneficial owner | 33,177,600 | 16.67% | | Axis Motion Limited | Beneficial owner | 23,040,000 | 11.57% | | Focus Dynamics Group Berhad | Beneficial owner | 19,200,000 | 9.65% | [Purchase, Sale or Redemption of the Company's Listed Securities](index=33&type=section&id=%E8%B4%AD%E4%B9%B0%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B5%8E%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E4%B8%8A%E5%B8%82%E8%AF%81%E5%88%B8) For the six months ended June 30, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, nor issued or exercised any convertible securities, options, warrants, or similar rights - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[79](index=79&type=chunk) - Neither the Company nor any of its subsidiaries issued or granted any convertible securities, options, warrants, or similar rights, nor were any such rights exercised[79](index=79&type=chunk) [Competing Interests](index=33&type=section&id=%E7%AB%9E%E4%BA%89%E6%9D%83%E7%9B%8A) As of June 30, 2025, no director, controlling shareholder, or their close associates were deemed to have any interest in businesses competing or potentially competing with the Group's business - No director, controlling shareholder of the Company, or their respective close associates were deemed to have any interest in businesses that directly or indirectly compete or may compete with the Group's business[80](index=80&type=chunk) [Corporate Governance](index=33&type=section&id=%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB) The Company did not participate in any activities subject to the continuous disclosure requirements under GEM Listing Rules 17.22 and 17.24 - The Company did not participate in any activities subject to the continuous disclosure requirements under GEM Listing Rules 17.22 and 17.24[81](index=81&type=chunk) [Directors' Securities Transactions](index=33&type=section&id=%E8%91%A3%E4%BA%8B%E8%AF%81%E5%88%B8%E4%BA%A4%E6%98%93) The Company adopted a code of conduct for directors' securities transactions no less stringent than GEM Listing Rules, confirming no non-compliance for the six months ended June 30, 2025 - The Company has adopted a code of conduct for directors' securities transactions with terms no less stringent than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[82](index=82&type=chunk) - For the six months ended June 30, 2025, there was no non-compliance with the required standard of dealings concerning directors' securities transactions[82](index=82&type=chunk) [Compliance with Corporate Governance Code](index=34&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%88%99) The Company complied with the Corporate Governance Code, though the roles of Chairman and Chief Executive Officer are combined in Mr. Chu Ka Fai, an arrangement the Board believes is in the Group's best interest for effective strategy execution - The Group has complied with the Corporate Governance Code, except that the roles of Chairman and Chief Executive Officer are combined in Mr. Chu Ka Fai, deviating from Code Provision C.2.1[83](index=83&type=chunk) - The Board believes that combining the two roles in Mr. Chu Ka Fai is in the best interest of the Group, helping to maintain and strengthen the Group's philosophy, ensure consistent leadership, and effectively perform executive functions[83](index=83&type=chunk) [Changes in Directors' Biographical Details](index=34&type=section&id=%E8%91%A3%E4%BA%8B%E5%B1%A5%E5%8E%86%E8%AF%A6%E6%83%85%E5%8F%98%E5%8A%A8) For the six months ended June 30, 2025, there were no changes in directors' biographical details requiring disclosure under GEM Listing Rule 17.50A(1), other than those disclosed in this report - For the six months ended June 30, 2025, there were no changes in directors' biographical details requiring disclosure under GEM Listing Rule 17.50A(1)[84](index=84&type=chunk) [Audit and Risk Management Committee](index=35&type=section&id=%E5%AE%A1%E6%A0%B8%E5%8F%8A%E9%A3%8E%E9%99%A9%E7%AE%A1%E7%90%86%E5%A7%94%E5%91%98%E4%BC%9A) The Company established an Audit and Risk Management Committee, comprising three independent non-executive directors, responsible for monitoring compliance, reviewing internal control reports, and overseeing financial reporting and risk management systems, and has reviewed this interim report's financial information - The Audit and Risk Management Committee comprises three independent non-executive directors, with Mr. Tang Chiu Ming as Chairman[85](index=85&type=chunk) - The Committee's primary responsibilities include monitoring compliance, reviewing internal control reports, and reviewing and overseeing the financial reporting process, risk management procedures, and internal control systems[85](index=85&type=chunk) - The Audit and Risk Management Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025, and confirmed their preparation in compliance with applicable accounting principles and Stock Exchange requirements[85](index=85&type=chunk) [Events After the Reporting Period](index=35&type=section&id=%E6%8A%A5%E5%91%8A%E6%9C%9F%E9%97%B4%E5%90%8E%E4%BA%8B%E9%A1%B9) Apart from disclosures in Note 16 to the condensed consolidated financial statements, the directors are unaware of any significant events requiring disclosure that occurred after June 30, 2025, and up to the date of this report - Other than those disclosed in Note 16 to the condensed consolidated financial statements, the directors are unaware of any significant events requiring disclosure that occurred after June 30, 2025, and up to the date of this report[86](index=86&type=chunk) [Board Approval](index=35&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E6%89%B9%E5%87%86) This report was approved by the Board of Directors on August 29, 2025, represented by Mr. Chu Ka Fai, Chairman and Executive Director - This report was approved by the Board of Directors on August 29, 2025, represented by Mr. Chu Ka Fai, Chairman and Executive Director[87](index=87&type=chunk) - As of the date of this report, the executive directors are Mr. Chu Ka Fai and Mr. Ying Kan Man; the independent non-executive directors are Mr. Tang Chiu Ming, Ms. Ding Wai Yuk, and Mr. Zuo Tifen[87](index=87&type=chunk)
TOPSTANDARDCORP(08510) - 2025 - 中期业绩
2025-08-29 13:15
[Introduction and Disclaimers](index=1&type=section&id=Introduction%20and%20Disclaimers) [Company and Report Overview](index=1&type=section&id=General%20Information) This announcement presents Top Standard Corporation's unaudited interim results for the six months ended June 30, 2025, with the Board assuming full responsibility for its accuracy and completeness - The Board of Top Standard Corporation released the unaudited interim results announcement for the six months ended June 30, 2025[3](index=3&type=chunk) - This announcement complies with the GEM Listing Rules of the Stock Exchange regarding preliminary announcements of interim results[3](index=3&type=chunk) - The Board collectively and individually assumes full responsibility for the information in this announcement, confirming its accuracy, completeness, and absence of misleading or fraudulent content[5](index=5&type=chunk) [GEM Market Characteristics and Disclaimer](index=2&type=section&id=GEM%20Characteristics%20and%20Disclaimer) The GEM market offers a listing platform for SMEs with higher investment risks, and the Stock Exchange disclaims responsibility for this report's content or any resulting losses - The GEM market is positioned as a listing platform for small and medium-sized enterprises, carrying relatively **higher investment risks** that investors should prudently assess[6](index=6&type=chunk) - GEM securities may be subject to significant market volatility and do not guarantee high liquidity[6](index=6&type=chunk) - Hong Kong Exchanges and Clearing Limited and the Stock Exchange are not responsible for this report's content, make no statement as to its accuracy or completeness, and accept no liability for any loss arising from reliance on it[6](index=6&type=chunk) [Financial Summary](index=3&type=section&id=Financial%20Summary) [Key Financial Highlights](index=3&type=section&id=Key%20Financial%20Highlights) For the six months ended June 30, 2025, the Group's revenue significantly increased by **108.0%** to approximately **HK$10,400,000**, while loss attributable to owners narrowed to approximately **HK$600,000** Financial Summary for the Six Months Ended June 30 | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 10,400 | 5,000 | 108.0% | | Loss attributable to owners of the Company | (600) | (3,100) | -80.6% | [Interim Results (Unaudited)](index=4&type=section&id=Interim%20Results%20(Unaudited)) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue grew significantly, but it still recorded a loss, which substantially narrowed from the prior year, while exchange differences led to an increase in other comprehensive expenses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 10,385 | 4,982 | 108.4% increase | | Loss before tax | (290) | (4,045) | 92.8% loss narrowing | | Loss for the period | (290) | (4,045) | 92.8% loss narrowing | | Loss attributable to owners of the Company | (558) | (3,132) | 82.2% loss narrowing | | Basic and diluted loss per share (HK cents) | (0.28) | (1.89) | 85.2% loss narrowing | - Exchange differences arising from the translation of overseas operations changed from HK$4 thousand in 2024 to **(HK$69) thousand** in 2025, increasing total comprehensive expenses for the period[10](index=10&type=chunk) [Condensed Consolidated Statement of Financial Position](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's non-current and current assets both decreased, leading to a reduction in total assets, while net current liabilities and total liabilities slightly improved, but the company remains in a negative equity position Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 1,444 | 1,817 | 20.5% decrease | | Current assets | 4,539 | 4,595 | 1.2% decrease | | Net current liabilities | (15,938) | (18,473) | 13.7% deficit narrowing | | Net liabilities | (20,850) | (20,491) | 1.7% deficit widening | | Equity attributable to owners of the Company | (12,154) | (11,527) | 5.4% deficit widening | - Trade receivables, deposits, and prepayments increased by **151.1%** from HK$1,125 thousand as of December 31, 2024, to **HK$2,825 thousand** as of June 30, 2025[11](index=11&type=chunk) - Cash and cash equivalents decreased by **64.3%** from HK$2,585 thousand as of December 31, 2024, to **HK$922 thousand** as of June 30, 2025[11](index=11&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, accumulated losses attributable to owners of the Company continued to increase, non-controlling interests' losses improved, but the overall total deficit slightly widened Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company | (558) | (3,132) | 82.2% loss narrowing | | (Loss)/profit attributable to non-controlling interests | 268 | (913) | Shift from loss to profit | | Total deficit | (20,850) | (12,310) | 69.4% deficit widening | - Accumulated losses attributable to owners of the Company increased from **(HK$121,467) thousand** as of January 1, 2024, to **(HK$131,826) thousand** as of June 30, 2025[13](index=13&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group experienced net cash outflow from operating activities, net cash inflow from investing activities, and net cash outflow from financing activities, resulting in a significant decrease in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows (For the Six Months Ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (470) | 1,139 | Shift from inflow to outflow | | Net cash (used in)/generated from investing activities | 6 | (92) | Shift from outflow to inflow | | Net cash used in financing activities | (1,114) | (2,545) | 56.3% decrease in outflow | | Net decrease in cash and cash equivalents | (1,578) | (1,497) | 5.4% increase in decrease | | Cash and cash equivalents at end of period | 922 | 942 | 2.1% decrease | - Repayment of bank borrowings and lease liabilities constituted the primary components of cash outflow from financing activities[14](index=14&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [1 General Information](index=11&type=section&id=1%20General%20Information) Top Standard Corporation, incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange GEM in 2018, primarily operates restaurants and online wine sales, with its major shareholder, JSS Group, wholly owned by Executive Director Mr. Chu Ka Fai - Top Standard Corporation was incorporated in the Cayman Islands on February 11, 2016, and listed on the GEM of the Hong Kong Stock Exchange on February 13, 2018[17](index=17&type=chunk) - The Company is an investment holding company, and its subsidiaries are primarily engaged in restaurant operations and online wine sales[18](index=18&type=chunk) - JSS Group Corporation, the Company's major shareholder, is wholly owned by Mr. Chu Ka Fai, an executive director[17](index=17&type=chunk) [2 Basis of Preparation and Principal Accounting Policies](index=11&type=section&id=2%20Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) These interim financial statements are prepared in accordance with Hong Kong GAAP and GEM Listing Rules, presented in HK$ thousand, and the company faces going concern uncertainties, which the Board addresses through business expansion, new brand introductions, and seeking external financing - These interim financial statements are prepared in accordance with Hong Kong Generally Accepted Accounting Principles (including HKAS 34) and the GEM Listing Rules, presented in **HK$ thousand**[19](index=19&type=chunk)[20](index=20&type=chunk) - As of June 30, 2025, the Company's current liabilities exceeded current assets by **HK$15,938,000**, and total liabilities exceeded total assets by **HK$20,850,000**, indicating a material uncertainty related to going concern[21](index=21&type=chunk) - Management plans to improve the financial position by expanding the catering business, introducing renowned Hong Kong restaurant brands to Malaysia, developing gift/floristry/event decoration businesses, and seeking other financing options and group restructuring[21](index=21&type=chunk) [3 Revenue and Segment Information](index=13&type=section&id=3%20Revenue%20and%20Segment%20Information) The Group's revenue, primarily from catering services, recorded significant growth, while online wine sales revenue decreased, with Malaysia being the main revenue contributor and Hong Kong contributing less Revenue Sources (For the Six Months Ended June 30) | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Catering services revenue | 10,317 | 4,757 | 116.9% increase | | Online wine sales | 68 | 225 | 69.8% decrease | | **Total** | **10,385** | **4,982** | **108.4% increase** | Revenue by Geographical Region (For the Six Months Ended June 30) | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Hong Kong | 68 | 225 | 69.8% decrease | | Malaysia | 10,317 | 4,757 | 116.9% increase | | **Total** | **10,385** | **4,982** | **108.4% increase** | - The Group has two operating and reportable segments: catering services revenue and online wine sales under the MOW brand[27](index=27&type=chunk) [4 Finance Costs](index=15&type=section&id=4%20Finance%20Costs) For the six months ended June 30, 2025, the Group's finance costs, primarily from interest on lease liabilities, slightly decreased compared to the same period last year Finance Costs (For the Six Months Ended June 30) | Finance Cost Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 544 | 610 | 10.98% decrease | [5 Income Tax Expense](index=16&type=section&id=5%20Income%20Tax%20Expense) No provision for Hong Kong profits tax has been made as the Group did not generate any assessable profits in either reporting period - The Group did not generate any assessable profits for the six months ended June 30, 2024, and 2025[34](index=34&type=chunk) - Consequently, no provision for Hong Kong profits tax has been made in the consolidated financial statements[34](index=34&type=chunk) [6 Dividends](index=16&type=section&id=6%20Dividends) No dividends were paid or declared by the Company for the six months ended June 30, 2025 - No dividends were paid or declared by the Company for the six months ended June 30, 2025 (2024: nil)[35](index=35&type=chunk) [7 Loss Per Share](index=16&type=section&id=7%20Loss%20Per%20Share) For the six months ended June 30, 2025, the loss attributable to owners of the Company significantly narrowed, leading to a substantial reduction in basic loss per share, with no diluted loss per share presented due to the absence of potential ordinary shares Loss Per Share (For the Six Months Ended June 30) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ Thousand) | (558) | (3,123) | 82.1% loss narrowing | | Weighted average number of ordinary shares in issue (Thousand shares) | 199,066 | 165,888 | 19.9% increase | | Basic loss per share (HK cents) | (0.28) | (1.89) | 85.2% loss narrowing | - No diluted loss per share information is presented as there were no outstanding potential ordinary shares in either reporting period[39](index=39&type=chunk) [8 Property and Equipment](index=17&type=section&id=8%20Property%20and%20Equipment) For the six months ended June 30, 2025, the Group did not acquire any property and equipment - For the six months ended June 30, 2025, the Group did not acquire any property and equipment (2024: HK$100,000)[40](index=40&type=chunk) [9 Trade and Other Receivables, Deposits and Prepayments](index=17&type=section&id=9%20Trade%20and%20Other%20Receivables,%20Deposits%20and%20Prepayments) As of June 30, 2025, the Group's total trade and other receivables, deposits, and prepayments significantly increased, primarily driven by growth in trade receivables Trade and Other Receivables, Deposits and Prepayments (As of June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Trade receivables | 1,902 | 640 | 197.2% increase | | Deposits, prepayments and other receivables | 1,646 | 1,444 | 14.0% increase | | **Total** | **3,548** | **2,084** | **70.2% increase** | - Trade receivables overdue for more than 90 days significantly increased from **HK$39 thousand** as of December 31, 2024, to **HK$727 thousand** as of June 30, 2025[42](index=42&type=chunk) [10 Share Capital](index=18&type=section&id=10%20Share%20Capital) The Company's share capital underwent a share consolidation on January 18, 2024, where every ten HK$0.01 par value shares were consolidated into one HK$0.1 par value share, followed by an increase in issued share capital due to a new share placement completed on November 7, 2024 - On January 18, 2024, the Company conducted a share consolidation, where every ten shares of HK$0.01 par value were consolidated into one share of **HK$0.1 par value**[44](index=44&type=chunk) - On November 7, 2024, the Company completed the placement of **33,177,600 new shares**, with net proceeds of approximately **HK$3,300,000**[44](index=44&type=chunk) Issued and Fully Paid Share Capital | Date | Number of Shares | Par Value (HK$ Thousand) | | :--- | :--- | :--- | | January 1, 2024 (Audited) | 1,658,880,000 | 16,589 | | December 31, 2024 (Audited)/June 30, 2025 (Unaudited) | 199,065,600 | 19,906 | [11 Trade and Other Payables and Accrued Expenses](index=19&type=section&id=11%20Trade%20and%20Other%20Payables%20and%20Accrued%20Expenses) As of June 30, 2025, the Group's total trade and other payables and accrued expenses slightly increased, with a notable rise in trade payables Trade and Other Payables and Accrued Expenses (As of June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 4,770 | 3,914 | 21.9% increase | | Other payables and accrued expenses | 5,844 | 6,239 | 6.3% decrease | | **Total** | **10,614** | **10,153** | **4.5% increase** | - Trade payables overdue for more than 90 days increased by **40.2%** from HK$2,300 thousand as of December 31, 2024, to **HK$3,225 thousand** as of June 30, 2025[45](index=45&type=chunk) [12 Bank and Other Borrowings](index=20&type=section&id=12%20Bank%20and%20Other%20Borrowings) As of June 30, 2025, the Group's other borrowings significantly decreased, with all borrowings repayable within one year at an effective annual interest rate of 14.68% Bank and Other Borrowings (As of June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Other borrowings | 871 | 1,718 | 49.3% decrease | - All borrowings are repayable within one year, with an effective annual interest rate of **14.68%**[47](index=47&type=chunk) - Other borrowings are guaranteed by non-controlling interest Focus Supernova Sdn. Bhd and subsidiary Noble Triumph Limited[48](index=48&type=chunk) [13 Related Party Transactions](index=21&type=section&id=13%20Related%20Party%20Transactions) For the six months ended June 30, 2025, key management personnel remuneration increased Key Management Personnel Remuneration (For the Six Months Ended June 30) | Remuneration Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Short-term benefits | 432 | 120 | 260.0% increase | | Post-employment benefits | 17 | 6 | 183.3% increase | | **Total** | **449** | **126** | **256.3% increase** | [14 Fair Value Measurement](index=21&type=section&id=14%20Fair%20Value%20Measurement) As of June 30, 2025, and December 31, 2024, there were no material differences between the carrying amounts and fair values of all financial assets and liabilities - There were no material differences between the carrying amounts and fair values of financial assets and financial liabilities[51](index=51&type=chunk) [15 Events After the Reporting Period](index=21&type=section&id=15%20Events%20After%20the%20Reporting%20Period) Except as disclosed in this report, the Company's directors believe no significant events occurred after the reporting period - Except as disclosed in this report, no significant events after June 30, 2025, and up to the date of this report have occurred for the Company or the Group[52](index=52&type=chunk) [16 Litigation](index=21&type=section&id=16%20Litigation) For the six months ended June 30, 2025, the Group faced no other significant litigation beyond those disclosed in the annual report and this interim report - For the six months ended June 30, 2025, no other significant litigation was brought against or was ongoing for the Group, other than those already disclosed[53](index=53&type=chunk) [17 Comparative Figures](index=21&type=section&id=17%20Comparative%20Figures) Certain comparative figures have been reclassified to align with the current period's presentation - Certain comparative figures have been reclassified to align with the current period's presentation[54](index=54&type=chunk) [18 Approval of the Interim Condensed Consolidated Financial Statements](index=21&type=section&id=18%20Approval%20of%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) The interim condensed consolidated financial statements were approved and authorized for issue by the Board on August 29, 2025 - The interim condensed consolidated financial statements were approved and authorized for issue by the Board on August 29, 2025[55](index=55&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=22&type=section&id=Business%20Review) The Group primarily operates restaurants in Southeast Asia and online wine sales in Hong Kong, with revenue significantly increasing by **108.0%** for the six months ended June 30, 2025, mainly driven by growth in its Malaysian restaurant business - The Group's principal businesses are operating restaurants in Southeast Asia and online wine sales in Hong Kong[56](index=56&type=chunk) Revenue Growth (For the Six Months Ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | Growth Rate | | :--- | :--- | :--- | :--- | | Revenue | 10,400,000 | 5,000,000 | 108.0% | - Revenue growth is primarily attributable to increased revenue generated from restaurant operations in Malaysia[56](index=56&type=chunk) [Financial Review](index=23&type=section&id=Financial%20Review) The Group experienced significant revenue growth, accompanied by increased raw material and staff costs, while depreciation expenses substantially decreased due to impairment losses, finance costs remained stable, and overall loss and total comprehensive expenses, along with basic loss per share, significantly narrowed Key Financial Indicator Changes (For the Six Months Ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | Change | | :--- | :--- | :--- | :--- | | Revenue | 10,400,000 | 5,000,000 | 108.0% increase | | Raw materials and consumables used | 4,400,000 | 1,700,000 | 158.8% increase | | Staff costs | 3,300,000 | 2,000,000 | 65.0% increase | | Depreciation | 100,000 | 1,900,000 | 94.7% decrease | | Finance costs | 500,000 | 600,000 | 16.7% decrease | | Loss and total comprehensive expenses | 400,000 | 4,000,000 | 90.0% decrease | | Basic loss per share (HK cents) | 0.28 | 1.89 | 85.2% decrease | - The decrease in depreciation is primarily due to the recognition of impairment losses on certain property, equipment, and right-of-use assets as of December 31, 2024[61](index=61&type=chunk) - The reduction in total loss and comprehensive expenses is mainly due to the combined effect of the aforementioned factors[63](index=63&type=chunk) [Liquidity and Financial Resources](index=25&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's total assets and bank balances and cash both decreased, with the current ratio remaining at **0.2 times**, total interest-bearing borrowings reduced, but the debt-to-asset ratio remained zero due to negative equity Liquidity and Financial Resources Overview (As of June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | Change | | :--- | :--- | :--- | :--- | | Total assets | 6,000,000 | 6,400,000 | 6.3% decrease | | Total liabilities | 26,800,000 | 26,900,000 | 0.4% decrease | | Shareholders' deficit | 20,900,000 | 20,500,000 | 1.9% increase | | Current ratio | 0.2 times | 0.2 times | Unchanged | | Bank balances and cash | 922,000 | 2,600,000 | 64.6% decrease | | Total interest-bearing borrowings | 871,000 | 1,700,000 | 48.8% decrease | | Debt-to-asset ratio | Zero | Zero | Unchanged (due to negative equity) | [Foreign Exchange Risk](index=25&type=section&id=Foreign%20Exchange%20Risk) The Group faces foreign exchange risk arising from transactions denominated in Singapore Dollars and Malaysian Ringgit, which it manages by regularly reviewing net foreign exchange exposure and implementing hedging measures as appropriate - The Group is exposed to foreign exchange risk arising from transactions denominated in Singapore Dollars and Malaysian Ringgit[67](index=67&type=chunk) - The Group manages foreign exchange risk by regularly reviewing its net foreign exchange exposure and entering into currency hedging arrangements when necessary[67](index=67&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) As of June 30, 2025, the Company's issued share capital was **HK$19,906,560**, comprising **199,065,600 ordinary shares** with a par value of **HK$0.1** each - The Group's capital structure consists solely of ordinary shares[68](index=68&type=chunk) Issued Share Capital (As of June 30) | Indicator | Amount | | :--- | :--- | | Issued share capital | HK$19,906,560 | | Number of shares | 199,065,600 shares | | Par value per share | HK$0.1 | [Borrowings](index=26&type=section&id=Borrowings) As of June 30, 2025, the Group's interest-bearing borrowings significantly decreased, amounts due to related parties slightly declined, while amounts due to non-controlling interests increased Borrowings (As of June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | Change | | :--- | :--- | :--- | :--- | | Interest-bearing borrowings | 871,000 | 1,700,000 | 48.8% decrease | | Amounts due to related parties | 3,300,000 | 3,600,000 | 8.3% decrease | | Amounts due to non-controlling interests | 6,500,000 | 5,500,000 | 18.2% increase | - The effective annual interest rate for the Group's other bank borrowings is **14.68%**, with no interest rate hedging utilized[69](index=69&type=chunk) [Pledge of Assets](index=26&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, and December 31, 2024, the Group had no pledged assets - The Group had no pledged assets as of December 31, 2024, and June 30, 2025[70](index=70&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group's total number of employees increased to **52 persons**, with a corresponding rise in total staff costs, and remuneration policy is based on job nature, qualifications, experience, and performance assessment Employee Count and Staff Costs (As of June 30) | Indicator | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Total number of employees | 52 persons | 48 persons | 8.3% increase | | Total staff costs | HK$3,300,000 | HK$2,000,000 | 65.0% increase | - Salaries and wages are reviewed annually based on performance assessment and other relevant factors, offering competitive remuneration packages and bonuses[71](index=71&type=chunk) [Significant Acquisitions and Disposals](index=27&type=section&id=Significant%20Acquisitions%20and%20Disposals) For the six months ended June 30, 2025, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[72](index=72&type=chunk) [Contingent Liabilities](index=27&type=section&id=Contingent%20Liabilities) The Group faces several lawsuits and claims related to overdue rent and salaries, for which legal advice has been obtained, concluding that no additional interest or penalties are required beyond the amounts already provided for - The Group has received several lawsuits and claims related to overdue rent and salaries[73](index=73&type=chunk) - The Group has obtained legal advice, concluding that no additional interest or penalties are required beyond the amounts stated in other payables and accrued expenses, salaries payable, and provisions[73](index=73&type=chunk) [Capital Commitments](index=27&type=section&id=Capital%20Commitments) As of June 30, 2025, and December 31, 2024, the Group had no significant capital commitments - The Group had no significant capital commitments as of December 31, 2024, and June 30, 2025[74](index=74&type=chunk) [Dividends](index=27&type=section&id=Dividends) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[75](index=75&type=chunk) [Material Investments and Capital Asset Plans](index=27&type=section&id=Material%20Investments%20and%20Capital%20Asset%20Plans) Except as disclosed in this report, the Group held no material investments and had no other plans involving significant investments and capital assets - Except as disclosed in this report, the Group held no material investments as of December 31, 2024, and June 30, 2025[76](index=76&type=chunk) - The Group has no other plans involving material investments and capital assets as of the date of this report[76](index=76&type=chunk) [Key Risks and Uncertainties](index=28&type=section&id=Key%20Risks%20and%20Uncertainties) The Group's primary risks include high reliance on the Malaysian and Hong Kong markets and challenges in cost control due to fluctuations in rent, raw material, and staff costs - The Group's revenue primarily originates from Malaysia and Hong Kong, exposing it to adverse economic conditions caused by natural disasters, epidemics, economic downturns, and other events[77](index=77&type=chunk) - Rental expenses, raw material and consumable costs, and staff costs constitute a significant portion of operating costs, with fluctuating food ingredient prices and commercial property lease costs being major uncertainties[77](index=77&type=chunk) [Outlook](index=29&type=section&id=Outlook) The Group is optimistic about the future development of its Malaysian catering business and will continue to explore new business opportunities in Southeast Asia, such as gift, floristry, and event decoration services, to diversify revenue and enhance profitability - The **108.0% revenue growth** reflects the significant success of the Group's strategy to expand into overseas markets, with plans for continued future expansion[78](index=78&type=chunk) - The Group is optimistic about the future development of its Malaysian catering business and believes its restaurants will generate more revenue[78](index=78&type=chunk) - The Group will continue to explore new business opportunities in Southeast Asia, including gift, floristry, and event decoration services, to diversify and stabilize revenue streams, while striving to reduce costs and improve efficiency to achieve profitability[78](index=78&type=chunk) [Corporate Governance and Other Information](index=30&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures](index=30&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests) As of June 30, 2025, Mr. Chu Ka Fai, Chairman and Executive Director, held a **23.20%** share interest in the Company through JSS Group, which he wholly owns Directors' Interests in the Company's Shares (As of June 30) | Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Holding (%) | | :--- | :--- | :--- | :--- | | Mr. Chu Ka Fai | Interest in controlled corporation | 46,188,800 | 23.20% | - Mr. Chu Ka Fai wholly owns JSS Group Corporation and is therefore deemed to be interested in all shares held by JSS Group[79](index=79&type=chunk) Directors' Interests in Shares of Associated Corporations (As of June 30) | Name | Name of Associated Corporation | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Holding (%) | | :--- | :--- | :--- | :--- | | Mr. Chu Ka Fai | JSS Group | Beneficial owner | 1,000 | 100% | [Directors' Rights to Acquire Shares or Debentures](index=31&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) For the six months ended June 30, 2025, neither the Company nor its subsidiaries entered into any arrangements enabling directors to acquire benefits by acquiring shares or debentures - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries entered into any arrangements enabling directors to acquire benefits by acquiring shares or debentures of the Company or any other corporation[81](index=81&type=chunk) [Substantial and Other Shareholders' Interests in Shares and Underlying Shares](index=32&type=section&id=Substantial%20Shareholders'%20Interests) As of June 30, 2025, Lazarus Securities Pty Ltd and JSS Group were substantial shareholders of the Company, each holding a **23.20%** share interest Substantial and Other Shareholders' Interests in the Company's Shares (As of June 30) | Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Holding (%) | | :--- | :--- | :--- | :--- | | Lazarus Securities Pty Ltd | Beneficial owner | 46,188,800 | 23.20% | | JSS Group | Beneficial owner | 46,188,800 | 23.20% | | Hng Bok Chuan | Beneficial owner | 33,177,600 | 16.67% | | Axis Motion Limited | Beneficial owner | 23,040,000 | 11.57% | | Focus Dynamics Group Berhad | Beneficial owner | 19,200,000 | 9.65% | [Purchase, Sale or Redemption of the Company's Listed Securities](index=33&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) For the six months ended June 30, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities, nor issued or exercised any convertible securities, options, warrants, or similar rights - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[83](index=83&type=chunk) - Neither the Company nor any of its subsidiaries issued or granted any convertible securities, options, warrants, or similar rights, nor were any such rights exercised[83](index=83&type=chunk) [Competing Interests](index=33&type=section&id=Competing%20Interests) As of June 30, 2025, no director or controlling shareholder held any interest in a business that competes with the Group's business - As of June 30, 2025, no director or controlling shareholder of the Company held any interest in a business that directly or indirectly competes with the Group's business[84](index=84&type=chunk) [Corporate Governance](index=33&type=section&id=Corporate%20Governance) The Company has not participated in any activities subject to the continuing disclosure requirements under Rules 17.22 and 17.24 of the GEM Listing Rules - The Company has not participated in any activities subject to the continuing disclosure requirements under Rules 17.22 and 17.24 of the GEM Listing Rules[85](index=85&type=chunk) [Directors' Securities Transactions](index=33&type=section&id=Directors'%20Securities%20Transactions) The Company has adopted a code of conduct for directors' securities transactions and confirmed no non-compliance with the required dealing standards for the six months ended June 30, 2025 - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required dealing standards set out in Rules 5.48 to 5.67 of the GEM Listing Rules[86](index=86&type=chunk) - For the six months ended June 30, 2025, there was no instance of non-compliance with the required dealing standards for directors' securities transactions[86](index=86&type=chunk) [Compliance with Corporate Governance Code](index=34&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company has complied with the Corporate Governance Code, though the roles of Chairman and Chief Executive are combined in Mr. Chu Ka Fai, an arrangement the Board believes is in the Group's best interest and ensures effective execution of business strategies - The Company has complied with the Corporate Governance Code, with a deviation from Code Provision C.2.1, which stipulates that the roles of chairman and chief executive should be separate[87](index=87&type=chunk) - Mr. Chu Ka Fai holds both Chairman and Chief Executive roles, an arrangement the Board believes is in the Group's best interest, helping to maintain and strengthen the Group's philosophy and ensure consistent leadership[87](index=87&type=chunk) - The Board believes that, given its composition of individuals with diverse professional backgrounds and experience, the balance of power and authority is adequately ensured[87](index=87&type=chunk) [Changes in Directors' Biographical Details under GEM Listing Rule 17.50A(1)](index=34&type=section&id=Changes%20in%20Directors'%20Biographical%20Details) For the six months ended June 30, 2025, there were no changes in directors' biographical details requiring disclosure under GEM Listing Rule 17.50A(1), other than those disclosed in this report - For the six months ended June 30, 2025, there were no changes in directors' biographical details requiring disclosure under GEM Listing Rule 17.50A(1)[88](index=88&type=chunk) [Audit and Risk Management Committee](index=35&type=section&id=Audit%20and%20Risk%20Management%20Committee) The Company has established an Audit and Risk Management Committee, comprising three independent non-executive directors, responsible for overseeing compliance, reviewing internal controls, financial reporting, and external auditors, and the committee has reviewed these interim results - The Audit and Risk Management Committee comprises three independent non-executive directors, with Mr. Tang Chiu Ming as Chairman[89](index=89&type=chunk) - Its primary responsibilities include overseeing compliance, reviewing internal controls, risk management, financial reporting, and external auditors[89](index=89&type=chunk) - The Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025, confirming their preparation in compliance with applicable accounting principles and Stock Exchange requirements[89](index=89&type=chunk) [Events After Reporting Period](index=35&type=section&id=Events%20After%20Reporting%20Period) Except as disclosed in Note 16 to the condensed consolidated financial statements, the directors are unaware of any significant events after June 30, 2025, requiring disclosure - Except as disclosed in Note 16 to the condensed consolidated financial statements, the directors are unaware of any significant events occurring after June 30, 2025, and up to the date of this report that require disclosure[90](index=90&type=chunk) [By Order of the Board](index=35&type=section&id=Approval%20by%20the%20Board) This report was issued by Mr. Chu Ka Fai, Chairman and Executive Director of Top Standard Corporation, by order of the Board on August 29, 2025 - This report was issued by Mr. Chu Ka Fai, Chairman and Executive Director of Top Standard Corporation, by order of the Board on August 29, 2025[91](index=91&type=chunk)
TOPSTANDARDCORP(08510) - 董事会会议日期
2025-08-19 14:30
Top Standard Corporation 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告之內容概不負責, 對其準確性或完整性亦不發表任何聲明,並明確表示概不會就因本公告全部或任 何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Top Standard Corporation (於開曼群島註冊成立的有限公司) (股份代號:8510) 董事會會議日期 Top Standard Corporation (「本公司」)之董事(「董事」)會(「董事會」)謹此宣佈, 本公司將於二零二五年八月二十九日(星期五)舉行董事會會議,藉以(其中包括) 考慮及批准本公司及其附屬公司截至二零二五年六月三十日止六個月之未經審核 中期業績及其刊發,以及考慮派付中期股息(如有)。 承董事會命 本公告的資料乃遵照《香港聯合交易所有限公司之GEM證券上市規則》而刊載, 旨在提供有關本公司的資料;董事願就本公告的資料共同及個別地承擔全部責任。 董事在作出一切合理查詢後,確認就其所知及所信,本公告所載資料在各重要方 面均屬準確及完備,沒有誤導或欺詐成分,且並無遺漏任何事項,足以令致本公告 所載任何陳述或本公告產生誤 ...
TOPSTANDARDCORP(08510) - 截至二零二五年七月三十一日止股份发行人的证券变动月...
2025-08-04 10:43
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | | | 致:香港交易及結算所有限公司 公司名稱: Top Standard Corporation 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08510 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 200,000,000 | HKD | | 0.1 | HKD | | 20,000,000 | 本月底法定/註冊股本總額: HKD 20, ...
TOPSTANDARDCORP(08510) - 消除不发表意见的行动计划实施的季度最新情况
2025-07-31 14:00
香港交易及結算所有限公司及香港聯合交易所有限公司(「聯交所」)對本公告之 內容概不負責,對其準確性或完整性亦不發表任何聲明,並明確表示概不會就因 本公告全部或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何 責任。 Top Standard Corporation (於開曼群島註冊成立的有限公司) (股份代號:8510) 消除不發表意見的 行動計劃實施的 季度最新情況 本公告乃由Top Standard Corporation(「本公司」,連同其附屬公司統稱「本集團」) 董事(「董事」)會(「董事會」)根據香港聯合交易所有限公司(「聯交所」)GEM 證 券上市規則(「GEM 上市規則」)第17.10條及香港法例第571章證券及期貨條例第 XIVA部項下之內幕消息條文(定義見GEM上市規則)作出。 茲提述本公司日期為二零二五年三月二十六日及二零二五年四月三十日之公告, 內容有關(其中包括)(i) 二零二四年年度業績;及(ii) 二零二四年年報(「該等公 告」)。除另有指明外,本公告所用詞彙與該等公告所界定者具有相同涵義。 董事會謹此向股東及本公司潛在投資者提供本公司解決不發表意見行動的以下最 新情況。 ...
TOPSTANDARDCORP(08510) - 2024 - 年度财报
2025-04-30 14:00
Financial Performance - The total revenue for the year ended December 31, 2024, was approximately HKD 14,300,000, an increase from HKD 9,100,000 for the year ended December 31, 2023, representing a growth of about 58%[9][14][15]. - The group reported a total loss of approximately HKD 15,400,000 for the year ending December 31, 2024, compared to a profit of approximately HKD 4,000,000 for the previous year, primarily due to the absence of a one-time cancellation of consolidation income of approximately HKD 13,400,000 and significant impairment losses[26]. - Basic loss per share was approximately HKD 5.72 for the year ending December 31, 2024, compared to a basic profit of approximately HKD 4.06 for the previous year[27]. - Total comprehensive loss for the year was HKD 15,492,000, compared to a comprehensive income of HKD 3,995,000 in 2023[191]. - The company reported a loss of HKD 15,376,000 for the year, compared to a profit of HKD 4,022,000 in the previous year[189]. - The net loss for the year increased significantly from HKD 9,801,000 in 2023 to HKD 15,376,000 in 2024, representing a 56.0% increase in losses[197]. Expenses and Costs - Total comprehensive expenses for the year ended December 31, 2024, were approximately HKD 15,500,000, compared to HKD 4,000,000 for the previous year, leading to a significant loss due to the absence of a one-time gain recorded in the prior year[9]. - The cost of materials and supplies increased from approximately HKD 4,200,000 in 2023 to about HKD 5,700,000 in 2024, attributed to a higher number of operating months for the Malaysian restaurants[16]. - Employee costs rose to approximately HKD 5,000,000 for the year ended December 31, 2024, up from HKD 4,200,000 in the previous year, due to hiring new staff for the new restaurants[17]. - Depreciation expenses increased to approximately HKD 3,400,000 in 2024 from HKD 3,100,000 in 2023, primarily due to depreciation from new restaurant assets in Malaysia[18]. - The group recorded an impairment loss of approximately HKD 5,100,000 for property and equipment and HKD 4,600,000 for right-of-use assets for the year ending December 31, 2024[19]. Operations and Strategy - The group has closed all restaurants in Hong Kong and opened two new restaurants in Malaysia, with all revenue for the year coming from overseas operations[10]. - The company remains optimistic about future growth in the Malaysian restaurant sector and plans to explore new business opportunities in Southeast Asia[10][11]. - The overall strategy focuses on expanding overseas markets and diversifying revenue sources to stabilize income[10]. - The group aims to reduce costs and improve resource allocation efficiency to achieve profitability in its restaurants[10]. - The group has suspended all restaurant operations in Hong Kong due to underperformance, resulting in no revenue during this period[47]. Financial Position - Total assets as of December 31, 2024, were approximately HKD 6,400,000, down from approximately HKD 15,500,000 the previous year[28]. - As of December 31, 2024, the group's current liabilities exceeded current assets by HKD 18,473,000, compared to HKD 14,340,000 in 2023[139]. - The total liabilities of the group exceeded total assets by HKD 20,491,000 as of December 31, 2024, up from HKD 8,269,000 in 2023[139]. - Cash and cash equivalents were HKD 2,585,000 as of December 31, 2024, insufficient to cover all current liabilities, which include lease liabilities of HKD 1,512,000 and accrued expenses of HKD 5,099,000[139]. - The company's total equity attributable to owners decreased from HKD (4,877,000) to HKD (11,527,000), reflecting a loss of HKD 6,650,000[197]. Shareholder and Governance - The board does not recommend the payment of a final dividend for the year ending December 31, 2024[44]. - The company has no predetermined dividend payout ratio and will consider operational performance, cash flow, financial condition, and other factors when deciding on dividends[168]. - The company will continuously review its dividend policy, with no guarantee of distributing any specified amount of dividends for any designated period[169]. - The company emphasizes effective communication with shareholders to enhance investor relations and understanding of its business and strategies[170]. - The company has adopted corporate governance practices in line with the GEM listing rules and has complied with all applicable code provisions[107]. Legal and Compliance - The group has received multiple lawsuits related to overdue rent and salaries, with potential additional interest and penalties, but believes no further payments are necessary beyond the recognized amounts[43]. - The company has complied with all relevant laws and regulations that significantly impact its business and operations, with no major violations reported during the year[94]. - As of December 31, 2024, there are no significant legal proceedings or arbitrations involving the company[93]. Risk Management - The group has established a risk management policy and formal risk assessment system to identify and manage risks affecting operations[145]. - The internal audit function is responsible for implementing and monitoring the internal control system, reporting at least annually to the board[148]. - The board reviewed the effectiveness of the risk management and internal control systems for the year ending December 31, 2024, and found them to be effective and adequate[149]. Future Outlook - The group is optimistic about the recovery of the overall restaurant business as the world moves past COVID-19, while continuing to control costs and seek new opportunities[47]. - The management plans to focus on expanding the catering business and developing event management services to diversify existing services and create synergies within the group[142]. - The group is exploring various financing options, including new investments and potential mergers or collaborations to enhance financial stability[142].