Top Standard Corporation — Proxy Solicitation & Information Statement 2025

Nov 11, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in TOP STANDARD CORPORATION (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

This circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities in the Company.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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Top Standard Corporation
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8510)

PROPOSAL FOR INCREASE IN AUTHORISED SHARE CAPITAL
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

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Capitalised terms used in this cover shall have the same meanings as defined in this circular.

A letter from the Board is set out on pages 3 to 5 of this circular. A notice convening the EGM to be held 21/F., Grand Millennium Plaza, 181 Queen’s Road Central, Sheung Wan, Hong Kong on Monday, 1 December 2025 at 3:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you intend to attend the EGM (or any adjournment thereof), you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be).

A proxy form for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange at www.hkex.com.hk. for at least seven days from the date of publication. This circular together with the notice of the EGM and a form of proxy are also published on the website of the Company at www.topstandard.hk.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish and in such event the form of proxy shall be deemed to be revoked.

11 November 2025

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CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the main board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF EGM ... EGM-1

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

"Announcement"
the announcement dated 11 November 2025 in relation to, amongst other things, the Increase in Authorised Share Capital

"Board"
the board of Directors

"Company"
Top Standard Corporation, a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on GEM (Stock code: 8510)

"Directors"
directors of the Company

"EGM"
the extraordinary general meeting of the Company to be convened and held at 21/F., Grand Millennium Plaza, 181 Queen's Road Central, Sheung Wan, Hong Kong on Monday, 1 December 2025 at 3:00 p.m. (or any adjournment thereof), for the purpose of considering and, if thought fit, approving the Increase in Authorised Share Capital by the Shareholders

"GEM"
GEM operated by the Stock Exchange

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM as amended, supplemented or otherwise modified from time to time

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Increase in Authorised Share Capital"
the proposed increase in the Company's authorised share capital from HK$20,000,000 divided into 200,000,000 Shares to HK$40,000,000 divided into 400,000,000 Shares by creating an additional 200,000,000 unissued Shares

"Latest Practicable Date"
11 November 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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DEFINITIONS

"PRC"
the People's Republic of China and for the purpose of this announcement, excludes Hong Kong, the Macao Special Administrative Region of the PRC, and Taiwan

"Share(s)"
ordinary share(s) of HK$0.1 each in the share capital of the Company

"Shareholder(s)"
the duly registered holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"%"
per cent.

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LETTER FROM THE BOARD

Top Standard Corporation

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8510)

Executive Directors:
Mr. Chuk Stanley (Chairman)
Mr. Ying Kan Man

Independent non-executive Directors:
Mr. Tang Chiu Ming, Jeremy
Ms. Ding Weiyu
Mr. Lynch Stephen Joseph Chor

Registered office:
P.O. Box 10240
4th Floor, Harbour Place
103 South Church Street
George Town
Grand Cayman KY1-1002
Cayman Islands

Head office and principal place of business in Hong Kong:
Unit 3C, 3/F
Yue Xiu Industrial Building
87 Hung To Road, Kwun Tong
Kowloon, Hong Kong

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement in relation to, amongst other things, the Increase in Authorised Share Capital.

The purposes of this circular are to provide you with, among other things, (i) further details of the Increase in Authorised Share Capital; and (ii) notice of the EGM. In the EGM, such necessary resolution will be proposed to the Shareholders to consider and, if thought fit, approve the Increase in Authorised Share Capital.

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LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Board proposes to seek the approval by way of ordinary resolution at the EGM by the Shareholders of an increase in its authorised share capital from HK$20,000,000 divided into 200,000,000 Shares to HK$40,000,000 divided into 400,000,000 Shares by creating an additional 200,000,000 unissued Shares. Such Shares shall rank pari passu in all respects.

In order to accommodate growth of the Group and to provide the Company with greater flexibility to raise funds in the future, the Board proposed the Increase in Authorised Share Capital. The Board believes the Increase in Authorised Share Capital is in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Board has intention to conduct equity fundraising exercises, but has no concrete plan and has not entered into any agreement, arrangement, understanding or undertaking. The Company will make further announcement(s) as and when appropriate in accordance with the requirements of the GEM Listing Rules.

EGM AND IMPLICATIONS UNDER THE GEM LISTING RULES

The Company will convene the EGM at 21/F., Grand Millennium Plaza, 181 Queen's Road Central, Sheung Wan, Hong Kong on Monday, 1 December 2025 at 3:00 p.m. to consider and, if thought fit, approve, among other things, the Increase in Authorised Share Capital. A notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular.

To the best of the Director's knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolution on the Increase in Authorised Share Capital at the EGM.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all proposed resolutions set out in the notice convening the EGM shall be voted on by poll and the Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for use in connection with the EGM is enclosed with this circular and such form of proxy is also published on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at www.topstandard.hk. If you are not able to attend the EGM but wish to exercise your right as a Shareholder, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar of the Company, Boardroom Share Registrars (HK) Limited, at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM

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LETTER FROM THE BOARD

or any adjournment thereof. Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the EGM or any adjournment thereof. If the Shareholder attends and votes at the EGM, the authority of your proxy will be revoked.

RECOMMENDATIONS

The Directors consider that the proposed resolution at the EGM is in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolution at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this circular or any statement herein misleading.

Yours faithfully

For and on behalf of the Board

Top Standard Corporation

Chuk Stanley

Chairman and Executive Director

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NOTICE OF EGM

Top Standard Corporation

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8510)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Top Standard Corporation (the “Company”) will be held at 21/F., Grand Millennium Plaza, 181 Queen’s Road Central, Sheung Wan, Hong Kong on Monday, 1 December 2025 at 3:00 p.m. for the following purposes:

ORDINARY RESOLUTION

1. “THAT

(i) the authorised share capital of the Company be increased from HK$20,000,000 divided into 200,000,000 shares of HK$0.1 each (the “Shares”) to HK$40,000,000 divided into 400,000,000 Shares by the creation of additional 200,000,000 Shares (the “Increase in Authorised Share Capital”), such Shares shall rank pari passu in all respects; and

(ii) any one or more of the directors or the company secretary of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider(s) necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.”

By Order of the Board

Top Standard Corporation

Chuk Stanley

Chairman and Executive Director

Hong Kong, 11 November 2025

Registered office:

P.O. Box 10240

4th Floor, Harbour Place

103 South Church Street

George Town

Grand Cayman KY1-1002

Cayman Islands

Principal place of business

in Hong Kong:

Unit 3C, 3/F

Yue Xiu Industrial Building

87 Hung To Road, Kwun Tong

Kowloon, Hong Kong

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NOTICE OF EGM

Notes:

1. A member of the Company (the “Member”) entitled to attend and vote at the EGM convened by the above notice or its adjourned meeting (as the case may be) is entitled to appoint one or more proxies to attend and, subject to the provisions of the Articles, to vote on his/her/its behalf. A proxy need not be a Member but must be present in person at the EGM to represent the Member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, at the offices of the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong not later than 48 hours before the time for holding the EGM or its adjourned meeting. Completion and return of a form of proxy will not preclude a Member from attending in person and voting at the EGM or its adjourned meeting should he/she/it so wish.

3. Where there are joint holders of any Share, any one of such joint holders may vote at the EGM, either in personal or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but should more than one of such joint holders be present at the EGM in person or by proxy, that one of the said joint holders so present whose name stands first on the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.

4. The record date for determining Shareholders’ right to attend and vote at the EGM is Monday, 1 December 2025. For determining Members’ entitlement to attend and vote at the EGM, the register of Members will be closed between Wednesday, 26 November 2025 and Monday, 1 December 2025 (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for attending the forthcoming EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Boardroom Share Registrars (HK) Limited at 2103B, 21st Floor, 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 25 November 2025.

5. According to Rule 17.47(4) of the GEM Listing Rules, voting on all proposed resolutions set out in this notice will be taken by poll.

6. If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 9:00 a.m. on the date of the EGM, the meeting will be adjourned. The Company will post an announcement on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.topstandard.hk) and to notify Members of the date, time and place of the adjourned meeting. The EGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Members should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

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