TOPSTANDARDCORP(08510) - 2025 - 中期业绩

Introduction and Disclaimers Company and Report Overview 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] - This announcement complies with the GEM Listing Rules of the Stock Exchange regarding preliminary announcements of interim results[3] - 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] GEM Market Characteristics and Disclaimer 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] - GEM securities may be subject to significant market volatility and do not guarantee high liquidity[6] - 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] Financial Summary Key Financial Highlights 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) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 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$69) thousand in 2025, increasing total comprehensive expenses for the period[10] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's non-current and current assets both decreased, leading to a reduction in total assets, while net current liabilities and total liabilities slightly improved, but the company remains in a negative equity position Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (HK$ 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] - Cash and cash equivalents decreased by 64.3% from HK$2,585 thousand as of December 31, 2024, to HK$922 thousand as of June 30, 2025[11] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, accumulated losses attributable to owners of the Company continued to increase, non-controlling interests' losses improved, but the overall total deficit slightly widened Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30) | Indicator | 2025 (HK$ 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$131,826) thousand as of June 30, 2025[13] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group experienced net cash outflow from operating activities, net cash inflow from investing activities, and net cash outflow from financing activities, resulting in a significant decrease in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows (For the Six Months Ended June 30) | Indicator | 2025 (HK$ 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] Notes to the Condensed Consolidated Financial Statements 1 General Information 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] - The Company is an investment holding company, and its subsidiaries are primarily engaged in restaurant operations and online wine sales[18] - JSS Group Corporation, the Company's major shareholder, is wholly owned by Mr. Chu Ka Fai, an executive director[17] 2 Basis of Preparation and Principal Accounting Policies 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][20] - 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$20,850,000, indicating a material uncertainty related to going concern[21] - Management plans to improve the financial position by expanding the catering business, introducing renowned Hong Kong restaurant brands to Malaysia, developing gift/floristry/event decoration businesses, and seeking other financing options and group restructuring[21] 3 Revenue and Segment Information The Group's revenue, primarily from catering services, recorded significant growth, while online wine sales revenue decreased, with Malaysia being the main revenue contributor and Hong Kong contributing less Revenue Sources (For the Six Months Ended June 30) | Revenue Source | 2025 (HK$ 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] 4 Finance Costs 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 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] - Consequently, no provision for Hong Kong profits tax has been made in the consolidated financial statements[34] 6 Dividends 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] 7 Loss Per Share 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] 8 Property and Equipment 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$100,000)[40] 9 Trade and Other Receivables, Deposits and Prepayments As of June 30, 2025, the Group's total trade and other receivables, deposits, and prepayments significantly increased, primarily driven by growth in trade receivables Trade and Other Receivables, Deposits and Prepayments (As of June 30) | Indicator | 2025 (HK$ 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] 10 Share Capital 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] - On November 7, 2024, the Company completed the placement of 33,177,600 new shares, with net proceeds of approximately HK$3,300,000[44] Issued and Fully Paid Share Capital | Date | Number of Shares | Par Value (HK$ 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 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$3,225 thousand as of June 30, 2025[45] 12 Bank and Other Borrowings As of June 30, 2025, the Group's other borrowings significantly decreased, with all borrowings repayable within one year at an effective annual interest rate of 14.68% Bank and Other Borrowings (As of June 30) | Indicator | 2025 (HK$ 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] - Other borrowings are guaranteed by non-controlling interest Focus Supernova Sdn. Bhd and subsidiary Noble Triumph Limited[48] 13 Related Party Transactions 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 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] 15 Events After the Reporting Period 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] 16 Litigation 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] 17 Comparative Figures 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] 18 Approval of the Interim Condensed Consolidated Financial Statements 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] Management Discussion and Analysis Business Review 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] 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] Financial Review 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] - The reduction in total loss and comprehensive expenses is mainly due to the combined effect of the aforementioned factors[63] Liquidity and Financial Resources 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 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] - The Group manages foreign exchange risk by regularly reviewing its net foreign exchange exposure and entering into currency hedging arrangements when necessary[67] Capital Structure 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] 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$0.1 | Borrowings As of June 30, 2025, the Group's interest-bearing borrowings significantly decreased, amounts due to related parties slightly declined, while amounts due to non-controlling interests increased Borrowings (As of June 30) | Indicator | 2025 (HK$) | 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] Pledge of Assets 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] Employees and Remuneration Policy 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] Significant Acquisitions and Disposals 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] Contingent Liabilities 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] - 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] Capital Commitments 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] 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] Material Investments and Capital Asset Plans 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] - The Group has no other plans involving material investments and capital assets as of the date of this report[76] Key Risks and Uncertainties 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] - 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] 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] - The Group is optimistic about the future development of its Malaysian catering business and believes its restaurants will generate more revenue[78] - 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] Corporate Governance and Other Information Directors' and Chief Executive's Interests in Shares, Underlying Shares and Debentures 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] 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 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] Substantial and Other Shareholders' Interests in Shares and Underlying Shares 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 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] - 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] Competing Interests 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] Corporate Governance 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] Directors' Securities Transactions 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] - 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] Compliance with Corporate Governance Code 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] - 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] - 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] Changes in Directors' Biographical Details under GEM Listing Rule 17.50A(1) 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] Audit and Risk Management Committee 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] - Its primary responsibilities include overseeing compliance, reviewing internal controls, risk management, financial reporting, and external auditors[89] - 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] Events After Reporting Period 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] By Order of the Board 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]