Top Standard Corporation on 1 June 2026 signed two Subscription Agreements with Focus Dynamic Group Ltd. and investor Mr Ding Pengpeng to issue a total of 62.50 million new shares at HK$0.16 each, representing a 20.0% discount to both the same-day closing price and the five-day average of HK$0.20 per share.

The new shares equal 26.2% of the company’s existing 238.88 million shares and will expand the issued share base to 301.38 million shares, diluting pre-issue holders to 79.3% of the enlarged capital. Post-placement, Focus Dynamic’s stake will rise from 24.7% to 29.9%, while Mr Ding will hold 10.4%.

Gross proceeds are expected to reach HK$10.00 million; net proceeds, after estimated expenses, are projected at HK$9.90 million (net price: HK$0.158 per share). The company plans to allocate the funds as follows: HK$6.00 million for equipment procurement and installation, HK$1.00 million for mushroom spore purchases, HK$1.00 million for rental expenses, and HK$2.00 million for general working capital.

Completion is conditional upon: 1. Listing Committee approval for share listing and dealing; 2. Independent shareholders’ approval at an extraordinary general meeting; 3. Accuracy of the company’s representations and warranties at completion.

The shares will be issued under a specific mandate to be obtained at the EGM. An Independent Board Committee comprising two independent non-executive directors and an external financial adviser will evaluate the connected-party terms.

Focus Dynamic Group Ltd. (current 24.7% shareholder) and Mr Ding Pengpeng are classified as connected persons under GEM Listing Rules, rendering the placement a connected transaction subject to reporting, announcement and independent shareholders’ approval requirements.

Top Standard operates restaurant and wine e-commerce businesses. Management cites expansion into wild mushroom cultivation and processing as a strategic extension to secure ingredient supply and open new wholesale channels. As of 31 December 2025 the group held net current liabilities of HK$15.78 million; the planned capital injection aims to bolster liquidity and fund the diversification initiative.

A circular with full details and the EGM notice is scheduled for dispatch on or about 26 June 2026. Until conditions are met, shareholders and potential investors are advised to exercise caution when dealing in the company’s securities.