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 ...

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, ...

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。 ...

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].

Financial Performance - The company's revenue for the year ended December 31, 2024, was HKD 14,326,000, representing a 58.5% increase from HKD 9,072,000 in 2023[4] - 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[4] - Basic and diluted loss per share was HKD 5.72, a decrease from earnings of HKD 4.06 per share in 2023[5] - Total comprehensive loss for the year was HKD 15,492,000, compared to a comprehensive income of HKD 3,995,000 in 2023[5] - The segment performance showed a loss of HKD 12,739,000 for 2024, compared to a loss of HKD 8,504,000 in 2023, indicating a worsening performance[23] - The company reported a pre-tax loss of HKD 15,060,000 for 2024, compared to a pre-tax profit of HKD 4,022,000 in 2023, reflecting a significant decline in profitability[31] - The total loss and comprehensive expenses for the year ending December 31, 2024, were approximately HKD 15,400,000 and HKD 15,500,000, respectively, compared to a profit of approximately HKD 4,000,000 for the year ending December 31, 2023[57] Revenue Sources - The newly introduced brand Miss J contributed approximately HKD 2,573,000 in revenue, while existing brands Sushi Mew, Sushi Qubey, and Aori Ramen collectively generated about HKD 11,421,000 in revenue[16] - The group’s revenue from catering services, including food and beverage, was HKD 13,994,000, up from HKD 8,606,000 in the previous year[20] - Revenue from external customers in Malaysia significantly increased to HKD 13,994,000 in 2024 from HKD 2,726,000 in 2023, marking a growth of 413.5%[25] - The online sale of alcoholic beverages generated HKD 332,000 in revenue, a decrease from HKD 466,000 in the prior year[20] Financial Position - Current liabilities exceeded current assets by HKD 18,473,000 as of December 31, 2024, compared to HKD 14,340,000 in 2023[13] - The total liabilities exceeded total assets by HKD 20,491,000, up from HKD 8,269,000 in the previous year[13] - Cash and cash equivalents at year-end were HKD 2,585,000, an increase from HKD 2,416,000 in 2023[13] - Total assets as of December 31, 2024, were approximately HKD 6,400,000, down from HKD 15,500,000 as of December 31, 2023[59] - The group reported total liabilities of HKD 10,153,000 for the year ending December 31, 2024, compared to HKD 6,965,000 for the year ending December 31, 2023[39] Costs and Expenses - The cost of materials and supplies rose to approximately HKD 5,700,000 for the year ending December 31, 2024, compared to HKD 4,200,000 for the year ending December 31, 2023, attributed to more operating months for Malaysian restaurants[48] - Employee costs increased to approximately HKD 5,000,000 for the year ending December 31, 2024, from HKD 4,200,000 for the year ending December 31, 2023, due to hiring new staff for new restaurants[49] - Depreciation expenses rose to approximately HKD 3,400,000 for the year ending December 31, 2024, compared to HKD 3,100,000 for the year ending December 31, 2023, mainly due to depreciation from new restaurant right-of-use assets in Malaysia[50] - Impairment losses recognized for property, equipment, and right-of-use assets amounted to approximately HKD 5,100,000 and HKD 4,600,000 for the year ending December 31, 2024, compared to HKD 100,000 and HKD 2,400,000 for the year ending December 31, 2023[51] Liquidity and Financing - The company incurred financing costs of HKD 1,061,000, compared to HKD 626,000 in the previous year[4] - Financing costs rose to HKD 1,061,000 in 2024 from HKD 626,000 in 2023, an increase of 69.2%[27] - The company is actively seeking financial measures to improve liquidity and financial conditions to meet its financial obligations in the foreseeable future[44] - The group is exploring various financing options, including new investments and potential mergers or collaborations to enhance its financial position[16] Corporate Governance - The company has adopted the corporate governance code as per GEM Listing Rules Appendix C1 and has complied with all applicable provisions except for C.2.1, which allows the Chairman and CEO roles to be held by the same individual[80] - The board believes that having Mr. Zhu as both Chairman and CEO is in the best interest of the group, given his deep understanding and extensive experience in the business[81] - The company has adopted mandatory trading standards for directors as per GEM Listing Rules and confirmed compliance for the financial year ending December 31, 2024[83] Future Plans and Strategies - The company plans to focus on expanding its catering business and developing event management services to diversify its offerings and create synergies within the group[16] - The management is assessing the potential for business restructuring to improve efficiency and reduce costs while focusing on strategic initiatives that meet market demand[16] - The group remains optimistic about the recovery of the overall catering business as the world moves past the impacts of COVID-19, while continuing to control costs and explore new business opportunities[79]

Financial Performance - The group recorded unaudited revenue of approximately HKD 5,000,000 for the six months ended June 30, 2024, a decrease of about 16.67% compared to HKD 6,000,000 for the same period in 2023[2]. - The group reported an unaudited loss attributable to owners of approximately HKD 3,100,000 for the six months ended June 30, 2024, compared to an unaudited profit of HKD 10,500,000 for the same period in 2023[2]. - The total comprehensive loss for the period was HKD 4,041,000, compared to a total comprehensive income of HKD 10,272,000 for the same period in 2023[4]. - The group experienced a pre-tax loss of HKD 4,045,000 for the six months ended June 30, 2024, significantly improved from a pre-tax loss of HKD 16,174,000 in the same period of 2023[3]. - The company reported a net loss of HKD 15,952,000 for the six months ended June 30, 2024, compared to a loss of HKD 10,450,000 in the same period of 2023[8]. - The basic loss per share attributable to owners of the company was HKD (3,123,000) for the six months ended June 30, 2024, compared to a profit of HKD 10,450,000 in the same period of 2023[24]. - Basic and diluted loss per share from continuing and discontinued operations was HKD (1.89) for the six months ended June 30, 2024, compared to earnings of HKD 7.56 for the same period in 2023[5]. Assets and Liabilities - The group's non-current assets amounted to HKD 12,647,000 as of June 30, 2024, an increase from HKD 11,810,000 as of December 31, 2023[6]. - Current liabilities increased to HKD 21,410,000 as of June 30, 2024, compared to HKD 18,002,000 as of December 31, 2023[6]. - The group’s total liabilities exceeded total assets by HKD 12,310,000 as of June 30, 2024, compared to HKD 8,269,000 as of December 31, 2023[7]. - The company’s current liabilities exceeded current assets by HKD 19,451,000 as of June 30, 2024, indicating liquidity challenges[14]. - The company’s total liabilities increased to HKD 8,934,000 as of June 30, 2024, compared to HKD 6,965,000 as of December 31, 2023[32]. - As of June 30, 2024, the group's total assets were approximately HKD 14,600,000, down from approximately HKD 15,500,000 as of December 31, 2023[50]. Cash Flow and Financing - The group’s cash and cash equivalents decreased to HKD 942,000 as of June 30, 2024, down from HKD 2,416,000 as of December 31, 2023[6]. - The company generated a net cash inflow from operating activities of HKD 1,139,000 for the six months ended June 30, 2024, down from HKD 1,963,000 in the previous year[9]. - Financing costs increased to HKD 610,000 for the six months ended June 30, 2024, compared to HKD 236,000 in the previous year[21]. - The company has entered into a placement agreement to sell up to 276,480,000 shares at a price of HKD 0.013 per share, potentially raising approximately HKD 3.6 million in total proceeds[58]. - The net proceeds from the placement, after deducting related expenses, are estimated to be around HKD 3.5 million, with a net issuance price of approximately HKD 0.012 per share[58]. - The company plans to use the net proceeds for general working capital purposes, enhancing its financial position and expanding its shareholder base[58]. Business Operations - The company’s restaurant operations in Malaysia contributed approximately HKD 4,800,000 to revenue during the reporting period[14]. - The company faced significant challenges in the Hong Kong restaurant sector, with all restaurants temporarily ceasing operations and generating no revenue due to underperformance[60]. - New business ventures in Southeast Asia have provided revenue support, with three restaurants under the brands Sushi Qubey and Aori DSR successfully opened in Malaysia[60]. - The company is actively restructuring its business to reduce the financial burden of underperforming subsidiaries[14]. - The company is exploring alternative financing solutions and/or group restructuring to address its financial difficulties[14]. - The company remains optimistic about the recovery of the restaurant business as the impact of COVID-19 diminishes, while continuing to adopt prudent cost control measures[60]. - The company is focused on exploring new business opportunities in Southeast Asia to diversify and stabilize its revenue sources[60]. Employee and Management - The company’s short-term employee benefits for key management personnel decreased to HKD 120,000 for the six months ended June 30, 2024, from HKD 367,000 in 2023[35]. - The company has adopted a code of conduct for directors' securities transactions, compliant with GEM Listing Rules[68]. - The audit and risk management committee consists of three independent non-executive directors, ensuring compliance with applicable laws and regulations[71]. Other Information - The company did not declare or pay any dividends for the six months ended June 30, 2024, consistent with the previous year[24]. - The company has not adopted any new or revised Hong Kong Financial Reporting Standards that would have a significant financial impact on its interim financial information[16]. - The financial information in the interim report has not been audited by external auditors but has been reviewed by the audit and risk management committee[71]. - No significant events requiring disclosure occurred after June 30, 2024, up to the report date[72].

Financial Performance - The group recorded unaudited revenue of approximately HKD 5,000,000 for the six months ended June 30, 2024, a decrease of about 16.67% compared to HKD 6,000,000 for the same period in 2023[4]. - The group reported an unaudited loss attributable to owners of approximately HKD 3,100,000 for the six months ended June 30, 2024, compared to an unaudited profit of HKD 10,500,000 for the same period in 2023[4]. - The group's total comprehensive income for the period was a loss of HKD 4,041,000, compared to a total comprehensive income of HKD 10,272,000 for the same period in 2023[6]. - The basic and diluted loss per share from continuing and discontinued operations was HKD (1.89) for the six months ended June 30, 2024, compared to earnings of HKD 7.56 for the same period in 2023[7]. - The group experienced a net loss before tax of HKD 4,045,000 for the six months ended June 30, 2024, compared to a net loss before tax of HKD 16,174,000 for the same period in 2023[5]. - The group reported a net loss attributable to non-controlling interests of HKD 913,000 for the six months ended June 30, 2024, compared to a loss of HKD 222,000 for the same period in 2023[6]. - The group recorded a foreign exchange gain of HKD 4,000 from overseas operations for the six months ended June 30, 2024, compared to a gain of HKD 44,000 for the same period in 2023[6]. - The company reported a significant increase in trade receivables, which decreased to HKD 565 as of June 30, 2024, from HKD 810 as of December 31, 2023[8]. - The company reported a loss before tax of HKD 16,174,000 for the six months ended June 30, 2024, compared to a profit of HKD 10,450,000 in the same period of 2023[21][26]. Expenses and Costs - The group incurred financing costs of HKD 610,000 for the six months ended June 30, 2024, compared to HKD 236,000 for the same period in 2023[5]. - The group’s total expenses for the period included employee costs of HKD 2,040,000, down from HKD 2,685,000 for the same period in 2023[5]. - The cost of materials and supplies used decreased from approximately HKD 2,600,000 for the six months ended June 30, 2023, to approximately HKD 1,700,000 for the same period in 2024[46]. - Employee costs reduced from approximately HKD 2,700,000 for the six months ended June 30, 2023, to approximately HKD 2,000,000 for the same period in 2024[47]. - Depreciation increased to approximately HKD 1,900,000 for the six months ended June 30, 2024, from approximately HKD 1,000,000 for the same period in 2023[48]. Assets and Liabilities - As of June 30, 2024, the total assets minus current liabilities amounted to (HKD 6,804) compared to (HKD 2,530) as of December 31, 2023, indicating a decline in financial health[8]. - Current liabilities rose to HKD 21,410 as of June 30, 2024, from HKD 18,002 as of December 31, 2023, reflecting increased trade and other payables[9]. - The company’s total liabilities exceeded total assets, resulting in a net liability position of (HKD 12,310) as of June 30, 2024, compared to (HKD 8,269) as of December 31, 2023[9]. - The total liabilities of the group surpassed total assets by HKD 12,310,000, an increase from HKD 8,269,000 as of December 31, 2023[16]. - Cash and cash equivalents decreased to HKD 942 as of June 30, 2024, from HKD 2,416 as of December 31, 2023, indicating liquidity challenges[12]. - The total interest-bearing loans amounted to approximately HKD 2,400,000 as of June 30, 2024, down from HKD 3,300,000 as of December 31, 2023[54]. - The group's current ratio as of June 30, 2024, was approximately 0.09, compared to 0.2 as of December 31, 2023[52]. Revenue Sources - Revenue from restaurant services for the six months ended June 30, 2024, was HKD 4,757,000, a decrease of 18.2% from HKD 5,813,000 in the same period of 2023[19]. - Online wine sales generated revenue of HKD 225,000, an increase of 24.3% from HKD 181,000 in the previous year[19]. - Total revenue for the six months ended June 30, 2024, was HKD 4,982,000, down from HKD 5,994,000 in the same period of 2023, reflecting a decline of 16.9%[19]. - The company aims to continue exploring new business opportunities in Southeast Asia to diversify revenue sources and stabilize income[62]. - New business in Southeast Asia has provided support for revenue and overall operations, with three restaurants under the Sushi Qubey and Aori DSR brands opened in Malaysia, showing good performance despite being newly established[62]. Corporate Governance and Compliance - The company has adopted a code of conduct regarding securities trading by directors, with no reported non-compliance as of June 30, 2024[70]. - The company has adhered to the corporate governance code as per GEM Listing Rules Appendix C1, with the chairman also serving as the CEO, which the board believes is in the best interest of the group[71]. - The Audit and Risk Management Committee consists of three independent non-executive directors, responsible for monitoring compliance with applicable laws and regulations, reviewing internal control reports, and overseeing the financial reporting process[73]. - The financial information in the interim report has not been audited by external auditors, but the management has confirmed compliance with applicable accounting principles and regulations[73]. Future Outlook and Strategies - The group has initiated restructuring efforts to alleviate financial burdens, including the termination of several underperforming subsidiaries[16]. - The management anticipates a recovery in the restaurant business due to improved control of COVID-19, contributing approximately HKD 4,800,000 to the group's revenue from operations in Malaysia[16]. - The company is actively seeking alternative financing solutions and/or restructuring to address financial difficulties[16]. - The company remains optimistic about the recovery of the restaurant business as Hong Kong and the world return to normalcy post-COVID-19, while also taking prudent measures to control costs[62]. Shareholder Information - As of June 30, 2024, Mr. Zhu Jiafei holds 46,188,800 shares, representing 27.84% of the company[63]. - Lazarus Securities Pty Ltd and JSS Group both hold 46,188,800 shares, also representing 27.84% of the company[66]. - Axis Motion Limited holds 23,040,000 shares, representing 13.89% of the company[66]. - The company did not purchase, sell, or redeem any of its listed securities during the six months ending June 30, 2024[67]. - There were no arrangements made for directors to acquire shares or debentures of the company during the reporting period[65].

Fundraising Activities - The net proceeds from the fundraising activities completed in 2020 and 2021 amounted to approximately HKD 44,200,000[2]. - The estimated net proceeds from the second fundraising round completed on December 19, 2023, were approximately HKD 3,500,000, intended for general working capital[4]. Utilization of Proceeds - As of December 31, 2023, the total amount utilized from the net proceeds was HKD 43,341,000, with HKD 850,000 remaining unutilized[3]. - The allocation of the utilized proceeds includes HKD 11,196,000 for bond repayment, HKD 4,278,000 for bank loan repayment, HKD 10,150,000 for new restaurant acquisitions, and HKD 17,717,000 for general working capital[3]. - As of December 31, 2023, HKD 3,012,000 of the second fundraising round proceeds had been utilized, with HKD 488,000 expected to be utilized by March 2024[4].

Financial Performance - Total revenue for the year ended December 31, 2023, was approximately HKD 9,100,000, a decrease from HKD 12,500,000 for the year ended December 31, 2022, representing a reduction of about 27.4%[11][16] - The comprehensive income for the year ended December 31, 2023, was approximately HKD 4,000,000, compared to comprehensive expenses of approximately HKD 8,800,000 for the previous year[11] - Total profit and comprehensive income amounted to approximately HKD 4,000,000 for the year ended December 31, 2023, a significant improvement from a loss of approximately HKD 8,800,000 in the previous year[27] - Basic earnings per share for the year ended December 31, 2023, were approximately HKD 0.43, compared to a loss of approximately HKD 0.54 per share in the previous year[28] - The group reported a decrease in overall revenue due to underperformance in Hong Kong's restaurant and bar operations, although Southeast Asia's new business has provided support[50] Operational Changes - Employee costs for the year ended December 31, 2023, were approximately HKD 4,200,000, down from HKD 5,400,000 in the previous year, reflecting a reduction due to staff downsizing and transitioning full-time employees to part-time[18] - Depreciation expenses increased to approximately HKD 3,100,000 for the year ended December 31, 2023, compared to HKD 1,800,000 in the previous year, primarily due to the acquisition of new restaurant properties and equipment[19] - Rental and related expenses amounted to approximately HKD 800,000 for the year ended December 31, 2023, down from HKD 1,000,000 in the previous year[22] - Utility expenses increased to approximately HKD 328,000 due to the establishment of new restaurants[23] - The total employee count as of December 31, 2023, was 25, a decrease from 31 employees as of December 31, 2022[91] Strategic Initiatives - The group has expanded its operations in Southeast Asia, acquiring shares in a new Japanese ramen restaurant in Malaysia, which is expected to support revenue growth in the coming years[12] - The group aims to diversify its revenue sources and stabilize income through strategic expansion and new business possibilities in Southeast Asia[12] - The group remains optimistic about the recovery of the restaurant industry as Hong Kong and the world move past the impacts of COVID-19, while continuing to control costs and explore new business opportunities[12] - The group has taken measures to respond to uncertainties affecting its ongoing viability, including optimizing its restaurant and online sales operations[169] - The subsidiary SUSHI QUBEY Sdn Bhd and SUSHI MEW Sdn Bhd in Malaysia contributed approximately HKD 2,726,000 to the group's revenue during the year[172] Financial Position - Total assets as of December 31, 2023, were approximately HKD 15,500,000, an increase from HKD 10,100,000 in the previous year[29] - As of December 31, 2023, the group's interest-bearing borrowings amounted to approximately HKD 3,300,000, a significant increase from HKD 343,000 as of December 31, 2022[41] - The company has no assets pledged as collateral as of December 31, 2023, and December 31, 2022[42] - As of December 31, 2023, the company's current liabilities exceeded its current assets by HKD 14,340,000, compared to HKD 18,542,000 as of December 31, 2022[167] - The total liabilities of the group exceeded its total assets by HKD 8,269,000 as of December 31, 2023, compared to HKD 15,773,000 as of December 31, 2022[167] Corporate Governance - The company emphasizes compliance and corporate governance, overseen by independent non-executive directors[57] - The board consists of two executive directors and three independent non-executive directors, ensuring a diverse range of business experience and expertise[128] - The company has established three board committees: Audit and Risk Management Committee, Remuneration Committee, and Nomination Committee to oversee specific aspects of its affairs[125] - The company has adopted the corporate governance code as per GEM Listing Rules Appendix C1 and has complied with all applicable code provisions for the year ending December 31, 2023[124] - The company provides necessary induction training and regular updates on the latest developments in GEM Listing Rules and other regulatory requirements to its directors[134] Risk Management - The group is exposed to various financial risks, including interest rate risk, credit risk, currency risk, and liquidity risk[49] - The management has implemented plans to alleviate liquidity pressure and improve cash flow, which are crucial for the group's ongoing viability[169] - The Audit and Risk Management Committee agreed with management's position regarding the audit qualifications and the actions to be taken to address them[170] - The company is committed to continuing the implementation of the action plan to mitigate liquidity pressure and eliminate audit qualifications[170] - The board confirmed that the financial statements for the year ending December 31, 2023, fairly reflect the company's affairs and performance[164] Legal and Compliance - The group has received multiple lawsuits related to overdue rent and salaries, which have been recognized in other payables and accrued expenses[45] - The company has established a whistleblowing policy for employees and business partners to report unethical behavior or legal non-compliance[192] - The company has implemented an anti-corruption policy to ensure compliance with relevant laws and ethical standards among its directors and employees[193] - The company has complied with all relevant laws and regulations affecting its business operations during the year[108] - There were no significant legal proceedings or arbitrations involving the company during the year ending December 31, 2023[107] Shareholder Information - The board of directors did not recommend the payment of a final dividend for the year ended December 31, 2023[47] - The company has maintained at least 25% of its issued shares held by the public as required by the stock exchange regulations[117] - The company did not purchase, sell, or redeem any listed securities during the year ending December 31, 2023[102] - The company has not made any charitable donations during the year ending December 31, 2023[106] - The company has no major investments or capital asset plans beyond those disclosed in the prospectus and report[48] Diversity and Inclusion - The employee gender ratio is 25 males to 8 females, indicating a gender diversity that the company considers suitable for its operations[190] - The board currently consists of five male directors, with plans to add one female director by December 2024 to enhance board diversity[190] - The company has adopted a board diversity policy that includes measurable targets related to age, skills, expertise, and gender, among other factors[188] - The company emphasizes gender diversity in hiring senior staff and allocates more resources for the career development and training of female employees[190] - The nomination policy aims to ensure that the board possesses a balanced mix of skills, experience, knowledge, and diverse perspectives[196]

Financial Performance - Total revenue for the year ended December 31, 2023, was HKD 9,072,000, a decrease of 27.4% from HKD 12,480,000 in 2022[5] - Other income decreased to HKD 886,000 from HKD 1,147,000, representing a decline of 22.8%[5] - The company reported a profit from continuing operations of HKD 4,022,000, compared to a loss of HKD 8,783,000 in the previous year, marking a significant turnaround[5] - Basic and diluted earnings per share from continuing and discontinued operations were HKD 0.43, compared to a loss of HKD 0.54 in 2022[6] - The segment performance showed a loss of HKD 8,504,000 for 2023, compared to a loss of HKD 6,844,000 in 2022, indicating a worsening performance[26] - Revenue from Hong Kong decreased significantly to HKD 5,475,000 in 2023 from HKD 11,290,000 in 2022, representing a decline of 51.5%[28] - Total comprehensive income for the year ended December 31, 2023, was approximately HKD 4,000,000, a significant improvement from a loss of approximately HKD 8,800,000 for the year ended December 31, 2022[67] - Basic earnings per share for the year ended December 31, 2023, was approximately HKD 0.43, compared to a loss of approximately HKD 0.54 per share for the year ended December 31, 2022[68] Assets and Liabilities - Non-current assets increased to HKD 11,810,000 from HKD 7,101,000, reflecting a growth of 66.7%[8] - Current liabilities decreased to HKD 18,002,000 from HKD 21,553,000, a reduction of 16.5%[8] - The company's total equity attributable to owners decreased to HKD (4,877,000) from HKD (14,363,000), indicating an improvement in financial position[9] - The total liabilities of the group exceeded total assets by HKD 8,269,000 as of December 31, 2023, down from HKD 15,773,000 in 2022[15] - The group's total assets increased to approximately HKD 15,500,000 as of December 31, 2023, from approximately HKD 10,100,000 as of December 31, 2022[69] - The company’s total liabilities exceeded its total assets by HKD 8,269,000 as of December 31, 2023, compared to HKD 15,773,000 on December 31, 2022[85] Cash Flow and Financing - Cash and cash equivalents increased to HKD 2,416,000 from HKD 1,179,000, a growth of 105.5%[8] - The group had cash and cash equivalents of HKD 2,416,000 as of December 31, 2023, an increase from HKD 1,179,000 in 2022, but insufficient to cover all current liabilities[15] - The company completed the second placement on December 19, 2023, successfully placing a total of 276,480,000 shares at a price of HKD 0.013 per share[73] - The total proceeds from the second placement are estimated to be approximately HKD 3,600,000, with a net amount of about HKD 3,500,000 after expenses[72] - As of December 31, 2023, the company's interest-bearing borrowings amounted to approximately HKD 3,300,000, a significant increase from HKD 343,000 on December 31, 2022[76] - The group plans to continue seeking alternative financing solutions and/or restructuring to address financial difficulties[18] Operational Changes and Strategies - The company has plans for market expansion and new product development, focusing on enhancing its restaurant and online wine sales services[12] - The group has taken measures to alleviate cash flow pressure and improve financial conditions, including restructuring underperforming subsidiaries[18] - The group opened two new restaurants under the Sushi Qubey brand, contributing to the restaurant service revenue segment[25] - The management believes that the restaurant business will recover as COVID-19 is being managed appropriately[18] - The company is optimistic about the recovery of the restaurant business post-COVID-19 while continuing to seek financing options and restructuring[89] - The overall revenue decreased due to underperformance in Hong Kong's restaurant and bar operations, with a focus on cost control and new business opportunities in Southeast Asia[90] Employee Costs and Workforce - The company reported a significant reduction in employee costs to HKD 4,186,000 from HKD 5,372,000, a decrease of 22.1%[5] - Employee costs decreased from approximately HKD 5,400,000 for the year ended December 31, 2022, to approximately HKD 4,200,000 for the year ended December 31, 2023, attributed to staff reductions and the transition of employees from full-time to part-time[59] - The total employee cost for the year ended December 31, 2023, was approximately HKD 4,200,000, down from HKD 5,400,000 in the previous year[95] - The company’s full-time and part-time employee count decreased to 25 as of December 31, 2023, from 31 the previous year[95] Governance and Compliance - The company has adopted corporate governance practices in line with GEM listing rules, ensuring accountability and shareholder protection[93] - The company has adopted the mandatory trading standards as per GEM Listing Rules from sections 5.46 to 5.67, confirming compliance for the year ending December 31, 2023[97] - The Audit and Risk Management Committee, along with management and external auditors, reviewed the accounting principles and policies adopted by the group for the year ending December 31, 2023[99] - The external auditor confirmed that the figures in the preliminary announcement for the year ending December 31, 2023, were checked against the audited consolidated financial statements[100] Miscellaneous - The company did not declare or propose any dividends for the years ended December 31, 2023, and 2022[38] - The company has no significant capital commitments as of December 31, 2023[81] - The board expressed gratitude to customers, business partners, and shareholders for their continuous support, as well as to the management team and employees for their contributions to the group's development[103] - No significant events requiring disclosure occurred after December 31, 2023, up to the date of this report[101]