TOPSTANDARDCORP(08510) - 2025 - 中期财报

Report Cover and Legal Disclaimers This section presents the report cover, GEM listing features, disclaimers, and directors' responsibilities regarding the report's content Report Cover 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] GEM Listing Characteristics and Disclaimer 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] - 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] Directors' Responsibility Statement 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] - 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] Financial Highlights This section provides a concise overview of the group's key financial performance indicators Financial Highlights 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 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 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 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 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 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 This section provides detailed explanatory notes supporting the condensed consolidated financial statements, covering general information, accounting policies, and specific financial items General Information 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] - The Company is an investment holding company, with its subsidiaries primarily engaged in restaurant operations and online sales of alcoholic beverages[14] - JSS Group Corporation is a major shareholder of the Company, wholly owned by Mr. Chu Ka Fai, an executive director[13] Basis of Preparation and Principal Accounting Policies 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] - 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] Going Concern Assumption 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] - 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] - 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] Revenue and Segment Information 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] 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 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 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] 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)[31] Loss Per Share 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] Property and Equipment 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 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 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] - 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] 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 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 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] - 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] Related Party Transactions 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 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] Events After the Reporting Period 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] Litigation 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] Comparative Figures 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] Approval of Interim Condensed Consolidated Financial Statements 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] Management Discussion and Analysis This section provides an overview of the Group's business and financial performance, liquidity, and outlook Business Review 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] 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] Financial Review 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 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] Other Gains and Losses 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 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] Staff Costs 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] Depreciation 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] Finance Costs 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 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] Basic Loss Per Share 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 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] Liquidity and Financial Resources 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] Foreign Exchange Risk 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] - 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] Capital Structure 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] 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 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] Pledge of Assets 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] Employees and Remuneration Policy 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] Material Acquisitions and Disposals 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] Contingent Liabilities 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] - 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] Capital Commitments 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] Dividends 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] Material Investments and Plans for Capital Assets 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] - The Group had no other plans involving significant investments and capital assets as of the date of this report[72] Principal Risks and Uncertainties This section outlines the key risks and uncertainties facing the Group, including economic dependencies and cost control challenges Principal Risks and Uncertainties 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] - 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] Prospects This section outlines the Group's future strategies and outlook for business development and profitability Prospects 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] - 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] - 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] - 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] Corporate Governance and Other Information 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 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] 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 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] Substantial Shareholders' and Other Shareholders' Interests and Short Positions in Shares and Underlying Shares 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 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] - 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] Competing Interests 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] Corporate Governance 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] Directors' Securities Transactions 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] - For the six months ended June 30, 2025, there was no non-compliance with the required standard of dealings concerning directors' securities transactions[82] Compliance with Corporate Governance Code 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] - 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] Changes in Directors' Biographical Details 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] Audit and Risk Management Committee 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] - 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] - 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] Events After the Reporting Period 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] Board Approval 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] - 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]