香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM的定位，乃為中小型公司提供一個上市的市場，該等公司相比起其他在聯交所上市的公司帶有較高投資風險。有意 投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，故在GEM買賣的證券可能會較於主板買賣之證券承受較高的市場波動風險，同時 無法保證在GEM買賣的證券將會有高流通量的市場。 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報告的內容概不負責，對其準確性或完整性亦不發表任何聲 明，並明確表示概不就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告乃遵照GEM上市規則之規定而提供有關熒德控股有限公司（「本公司」，連同其附屬公司為「本集團」）之資料，董事 （「董事」）願共同及個別對此負全責。董事經作出一切合理查詢後，確認就彼等所深知及確信，本報告所載資料在所有重 大方面均屬準確及完備，並無誤導或欺詐成份，且本報告並無遺漏任何其他事項致使本報告所載任何陳述或本報告產生 誤導。 目錄 2 公司資料 3 主席報告 4 管理層討論及分析 10 董事及高級管理層的履 ...

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 的 內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本 公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何 責任。 VISTAR HOLDINGS LIMITED 熒德控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8535） 截 至2025年3月31日止年度 之全年業績公告 香港聯合交易所有限公司GEM之特色 GEM的定位，乃為與其他在聯交所上市的公司相比可能帶有較高投資風險之中 小型公司提供一個上市之市場。有意投資者應了解投資於該等公司之潛在風險， 並應經過審慎周詳的考慮後方作出投資決定。 鑒 於GEM上市公司一般為中小型公司，在GEM買賣之證券可能會較於主板買賣 之證券承受較高之市場波動風險，同時無法保證在GEM買賣之證券會有高流通 量之市場。 本公告乃遵照GEM上 市 規 則 的 規 定 而 提 供 有 關 熒 德 控 股 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 為「本集團」）之 資 料，本 公 司 董 事（「董 ...

Financial Performance - The group's profit attributable to shareholders increased by 4.53% to approximately HKD 5.08 million for the reporting period, compared to HKD 4.86 million for the year ended March 31, 2023[7]. - Revenue rose from approximately HKD 287.06 million for the year ended March 31, 2023, to approximately HKD 313.39 million during the reporting period[8]. - Gross profit from core business increased by approximately HKD 1.27 million, driven by revenue growth, although offset by an increase in administrative and operational expenses of approximately HKD 0.61 million and financing costs of approximately HKD 0.65 million[15]. - The gross profit margin slightly decreased from 11.14% for the year ended March 31, 2023, to 10.61% during the reporting period[8]. - The increase in profit is attributed to several factors, including the growth in core business revenue and gross profit, despite rising operational costs[15]. - Revenue increased by approximately HKD 26.33 million or 9.17% to about HKD 313.39 million for the reporting period, driven by growth across all segments, with installation project revenue rising by about HKD 19.76 million or 10.96%[21]. - Cost of revenue rose by approximately HKD 25.06 million or 9.82% to about HKD 280.15 million, influenced by factors such as the Russia-Ukraine war and U.S.-China trade tensions, which disrupted global supply chains[22]. - Gross profit increased by approximately HKD 1.27 million or 3.97% to about HKD 33.24 million, while gross margin slightly decreased from 11.14% to 10.61%[24]. - Administrative and other operating expenses rose by approximately HKD 0.61 million or 2.31% to about HKD 27.03 million, primarily due to increased salaries and benefits for administrative staff[26]. - Financing costs increased to approximately HKD 2.15 million from HKD 1.50 million, attributed to higher bank loan interest due to increased borrowing for operations[27]. - Profit attributable to owners of the company increased by approximately HKD 0.22 million or 4.53% to about HKD 5.08 million, mainly driven by increased gross profit from core business activities[29]. Market Outlook and Strategy - The company anticipates that the Hong Kong market outlook will be driven by large infrastructure projects, including "Lantau Tomorrow" and "Northern Metropolis" initiatives[17]. - The company aims to explore suitable expansion opportunities in the coming years despite facing numerous market uncertainties[11]. - The company plans to adopt a conservative operational strategy and closely monitor project progress while actively pursuing new business opportunities to maintain market competitiveness[10]. Dividend Policy - The board does not recommend the payment of a final dividend for the reporting period, consistent with the previous year[16]. - The company did not recommend the payment of dividends for the year ending March 31, 2024, consistent with the previous year[80]. - The company's distributable reserves as of March 31, 2024, amounted to HKD 14,044,000[84]. - The company has a dividend policy stating that annual dividends will not be less than 30% of the consolidated net profit attributable to shareholders[195]. Corporate Governance - The company has adopted corporate governance practices as detailed in the corporate governance report section of the report[122]. - The company has received annual confirmations regarding the independence of its independent non-executive directors as per GEM listing rules[103]. - The board consists of seven directors, including three executive directors, one non-executive director, and three independent non-executive directors, ensuring a balanced skill set and experience[144]. - The company emphasizes the importance of sound corporate governance for long-term sustainable development[137]. - The board is committed to maintaining good corporate standards and procedures for the best interests of shareholders[137]. - The company has established a compliance manual applicable to directors and employees to ensure adherence to governance standards[142]. - The board reviews and monitors the company's practices to maintain high standards of corporate governance[139]. - The company has a nomination committee that reviews the board diversity policy annually to ensure its effectiveness[148]. - The board has implemented a diversity policy aimed at sustainable and balanced development, considering various factors such as gender, age, and professional experience[147]. - The company has adopted the GEM Listing Rules as the code of conduct for directors' securities trading, ensuring compliance during the reporting period[154]. Risk Management - The company has established a risk management framework to identify, assess, manage, and report risks, including strategic, credit, operational, market, liquidity, legal, and regulatory risks[185]. - The company has established a risk management and internal control system to safeguard assets and ensure compliance with applicable laws and regulations[186]. - The internal audit function provides objective assurance to the board regarding the effectiveness of the risk management and internal control systems[188]. - The board has confirmed that there are no significant concerns affecting the company's financial, operational, compliance monitoring, and risk management functions[188]. - The board is responsible for evaluating the nature and extent of risks acceptable in achieving strategic objectives[185]. Employee Relations and Social Responsibility - The company maintained a strong relationship with its employees, offering competitive compensation packages and conducting annual performance reviews[91]. - The group made charitable and other donations totaling HKD 55,000 during the year, compared to HKD 50,000 in 2023[124]. - The company has implemented an environmental management system compliant with ISO 14001:2004 standards, ensuring adherence to environmental regulations[96]. - There were no recorded violations of applicable environmental regulations during the reporting period[97]. - The company has a policy for handling and disclosing inside information in compliance with relevant regulations[191]. Shareholder Engagement - Shareholders have the opportunity to communicate directly with the board during the annual general meeting[196]. - The company allows shareholders to propose matters for discussion at special general meetings, provided they hold at least 10% of the voting rights[197].

Financial Performance - For the fiscal year ending March 31, 2024, the group's revenue increased by approximately HKD 26.33 million or 9.17% to approximately HKD 313.39 million from approximately HKD 287.06 million for the year ending March 31, 2023[6]. - The increase in total revenue was primarily due to a rise in installation service revenue by approximately HKD 19.76 million and an increase in alteration and addition works revenue by approximately HKD 6.52 million[6]. - Profit attributable to equity holders increased to approximately HKD 5.08 million from approximately HKD 4.86 million for the year ending March 31, 2023[6]. - The gross profit for the year was approximately HKD 33.24 million, compared to approximately HKD 31.97 million in the previous year, reflecting an increase in gross profit margin[7]. - Basic and diluted earnings per share for the year were 0.42 cents, compared to 0.40 cents for the previous year[7]. - The company's annual profit for 2024 was HKD 5,078,000, compared to HKD 4,856,000 in 2023, reflecting an increase of 4.56%[65]. - The company's net profit attributable to the owners increased by approximately HKD 0.22 million or 4.53% to about HKD 5.08 million, mainly due to higher gross profit from core business activities[97]. Dividends - The board of directors did not recommend the payment of a final dividend for the reporting period, consistent with the previous year[6]. - The company did not declare any final dividend for the reporting period, compared to HKD 6,000,000 in 2023[66]. Assets and Liabilities - Total assets as of March 31, 2024, amounted to approximately HKD 289.84 million, compared to approximately HKD 265.50 million as of March 31, 2023[8]. - Current liabilities increased to approximately HKD 145.02 million from approximately HKD 119.82 million in the previous year, indicating a rise in operational obligations[8]. - The net asset value of the company increased to approximately HKD 156.86 million from approximately HKD 151.61 million year-on-year[8]. - The total current liabilities after reclassification will be HKD 119,819, down from HKD 120,873[40]. - The net current assets will increase to HKD 145,676, up from HKD 144,622 due to the reclassification[40]. - The total non-current liabilities will rise to HKD 2,884, reflecting the reclassification of long service payment liabilities[40]. - The group's debt amounted to approximately HKD 52.55 million, an increase from HKD 39.05 million in 2023, with a debt-to-equity ratio of approximately 33.50%[99]. Revenue Segmentation - Revenue from installation services for the year ended March 31, 2024, was HKD 200,090, an increase of 10.4% from HKD 180,329 in 2023[53]. - Revenue from alteration and addition works was HKD 105,150, up from HKD 98,627, reflecting a growth of 6.5%[53]. - The group operates three reportable segments: installation services, alteration and addition works, and maintenance services, each requiring distinct business strategies[48]. Expenses - The cost of revenue rose by approximately HKD 25.06 million or 9.82% to about HKD 280.15 million, influenced by factors such as the Russia-Ukraine war and U.S.-China trade tensions, which disrupted global supply chains[89]. - Administrative and other operating expenses increased by approximately HKD 0.61 million, while financing costs rose by about HKD 0.65 million, offsetting some of the profit gains[81]. - The total employee benefits expense increased to HKD 37,915,000 in 2024 from HKD 36,142,000 in 2023, reflecting a growth of 4.89%[58]. - Financing costs increased to approximately HKD 2.15 million from HKD 1.50 million, attributed to higher bank loan interest due to increased borrowing for operations[94]. Financial Reporting Standards - The adoption of Hong Kong Financial Reporting Standard 17 has no impact on the group's consolidated financial statements[12]. - The revisions to Hong Kong Accounting Standard 1 and Practice Note 2 enhance the richness of accounting policy disclosures without affecting the measurement or presentation of any items in the consolidated financial statements[13][14]. - The changes in Hong Kong Accounting Standard 8 clarify the definition of accounting estimates, but do not significantly impact the consolidated financial statements[16]. - The revisions to Hong Kong Accounting Standard 12 introduce additional standards for initial recognition exemptions, affecting the disclosure of deferred tax assets and liabilities but not the overall deferred tax balance[17]. - The group plans to adopt the revised Hong Kong Financial Reporting Standards, effective from April 1, 2024, but does not expect significant impact on the consolidated financial statements[25]. Share Capital and Governance - The total issued share capital as of March 31, 2024, is 1,200,000,000 shares[130]. - The company has adopted the corporate governance code as per GEM listing rules and has complied with it during the reporting period[131]. - The audit committee, consisting of three independent non-executive directors, has reviewed the financial statements and confirmed compliance with applicable accounting standards[135]. - The company did not purchase, sell, or redeem any shares during the reporting period[134]. Employee and Management - The group employed 116 staff as of March 31, 2024, with employee costs in Hong Kong amounting to approximately HKD 15.88 million, up from HKD 14.22 million in 2023[111]. - The chairman and CEO, Mr. Pan Zhengqiang, has over 36 years of experience in the fire and pump installation services sector[131]. - The company expresses gratitude to its customers, suppliers, business partners, shareholders, and employees for their support and contributions during the year[139].

Financial Performance - For the six months ended September 30, 2023, the group reported total revenue of HKD 147,368,000, a 2.5% increase from HKD 143,662,000 for the same period in 2022[8]. - Gross profit for the same period was HKD 20,560,000, down 13.3% from HKD 23,657,000 year-on-year[8]. - The net profit attributable to equity holders for the six months was HKD 3,502,000, a decrease of 18.3% compared to HKD 4,286,000 in the previous year[8]. - Basic and diluted earnings per share for the period were 0.29 HK cents, down from 0.36 HK cents in the same period last year[8]. - The adjusted profit before tax for the six months ended September 30, 2023, was HKD 4,531,000, compared to HKD 5,642,000 for the same period in 2022, reflecting a decrease of 19.7%[29][31]. - The company reported a net profit after tax of HKD 3,502,000 for the six months ended September 30, 2023, down from HKD 4,286,000 in the previous year, representing a decline of 18.3%[29][43]. - The group's profit attributable to equity holders decreased by approximately HKD 0.79 million to about HKD 3.50 million for the reporting period[89]. Revenue Breakdown - Revenue from installation services for the three months ended September 30, 2023, was HKD 50,398,000, an increase of 12.3% from HKD 44,700,000 in the same period of 2022[34]. - The increase in revenue was primarily driven by a rise of approximately HKD 5.01 million in installation service revenue during the reporting period[77]. - The segment profit for installation services was HKD 12,777,000, while for alteration and addition works it was HKD 7,398,000, and for maintenance services it was HKD 385,000, totaling HKD 20,560,000[29]. Expenses and Costs - The group reported a decrease in administrative and other operating expenses to HKD 15,335,000 from HKD 17,172,000 year-on-year[8]. - Administrative and other operating expenses decreased by approximately HKD 1.84 million or 10.72% to about HKD 15.33 million, mainly due to reduced employee salary costs and professional fees[84]. - The cost of revenue increased by approximately HKD 6.80 million or 5.67% to about HKD 126.81 million, primarily due to labor shortages and rising material and labor costs[82]. - Gross profit decreased by approximately HKD 3.10 million or 13.09% to about HKD 20.56 million, with a gross profit margin declining from 16.47% to 13.95%[83]. Assets and Liabilities - As of September 30, 2023, total assets amounted to HKD 264,372,000, slightly down from HKD 266,308,000 as of March 31, 2023[10]. - The group’s cash and cash equivalents were HKD 38,175,000, a decrease from HKD 39,356,000 at the end of the previous fiscal year[10]. - Trade and other receivables decreased to HKD 42,183,000 from HKD 48,918,000 as of March 31, 2023[10]. - The company’s total other income and gains for the six months ended September 30, 2023, was HKD 810,000, compared to HKD 670,000 in the previous year, an increase of 20.9%[35]. - The total debt amounted to approximately HKD 40.92 million as of September 30, 2023, compared to HKD 39.05 million as of March 31, 2023[90]. - Total liabilities from bank borrowings as of September 30, 2023, were HKD 37,185,000, compared to HKD 34,171,000 as of March 31, 2023[57]. Cash Flow - The net cash used in operating activities was HKD 1,801,000, compared to HKD 1,377,000 for the same period last year, indicating a decline in cash flow from operations[13]. - Cash and cash equivalents at the end of the period were HKD 38,175,000, down from HKD 43,706,000 at the end of the same period last year, reflecting a decrease of 12.7%[13]. - The company reported a net cash inflow from investing activities of HKD 225,000, contrasting with a net cash outflow of HKD 14,000 in the previous year[13]. Shareholder Information - The company did not recommend the payment of an interim dividend for the reporting period, consistent with the previous year[44]. - The company has a total of 1,200,000,000 shares issued, with major shareholders holding significant stakes, including Mr. Pan Zhengqiang with 508,500,000 shares, representing 42.37%[114]. - Major shareholders include Success Step, holding 418,500,000 shares (34.87%), and Noble Capital, holding 391,500,000 shares (32.63%) as of September 30, 2023[115]. Operational Challenges - The company faced challenges due to a shortage of skilled labor, rising material and labor costs, and intense competition in the bidding process within the construction industry in Hong Kong[77]. - The company’s operational performance is sensitive to fluctuations in production costs, including employee salaries and raw material prices, which could significantly impact profitability[107]. - The company relies on progress payments from clients, which may not be received in full or on time, potentially affecting cash flow and financial performance[107]. Corporate Governance - The company is committed to good corporate governance to enhance shareholder value[121]. - The chairman and CEO roles are held by the same individual, which is considered appropriate by the board for effective management[121]. - The audit committee consists of three independent non-executive directors as of September 30, 2023[124]. - The board of directors has confirmed compliance with the trading code for securities transactions during the reporting period[120].

Financial Performance - For the three months ended June 30, 2023, the group's revenue decreased to approximately HKD 70.70 million from approximately HKD 71.84 million for the same period in 2022, a decline of about 1.6%[5] - The profit attributable to shareholders for the reporting period was approximately HKD 1.64 million, down from approximately HKD 2.95 million in the same period of 2022, representing a decrease of about 44.4%[5] - The gross profit decreased by approximately HKD 3.51 million, primarily due to reduced revenue from installation services and increased direct labor and material costs caused by labor shortages and supply chain disruptions[5] - The gross profit margin for the reporting period was approximately 13.9%, compared to 18.6% for the same period in 2022[8] - Revenue for the three months ended June 30, 2023, was HKD 70,698,000, a decrease of 1.58% from HKD 71,838,000 in the same period of 2022[18] - Profit attributable to equity holders for the three months ended June 30, 2023, was HKD 1,642,000, down 44.4% from HKD 2,947,000 in the same period of 2022[27] - Basic earnings per share for the period was HKD 0.14, compared to HKD 0.25 in the previous year, representing a decline of 44%[27] - The total comprehensive income for the period was HKD 1.64 million, compared to HKD 2.95 million for the same period in 2022[8] Expenses and Costs - Administrative and other operating expenses decreased by approximately HKD 0.69 million, while listing expenses were reduced by approximately HKD 1.23 million[6] - Administrative and other operating expenses decreased to HKD 7,423,000 from HKD 8,107,000, reflecting a reduction of 8.4%[23] - The company’s financing costs increased to HKD 470,000 from HKD 227,000, marking a rise of 106%[23] - Cost of revenue increased by approximately HKD 2.37 million or 4.05% to approximately HKD 60.88 million, attributed to labor shortages and supply chain disruptions[46] - Income tax expenses decreased by approximately HKD 0.47 million or 58.75% to about HKD 0.33 million due to a reduction in taxable profits[52] Dividend Policy - The company did not recommend the payment of a dividend for the reporting period, consistent with the previous year[6] - The company does not recommend the payment of an interim dividend for the reporting period[40] - The company has adopted a revised dividend policy, stating that the annual dividend distributed to shareholders will not be less than 30% of the group's consolidated net profit for any financial year under normal circumstances[77] Business Strategy and Market Conditions - The company continues to focus on its core business of providing electromechanical engineering system installation services, with plans for future project expansions[11] - The company is actively monitoring market conditions and adjusting its strategies to mitigate the impact of inflation and supply chain challenges[11] - The overall business environment remains challenging, but the company is optimistic about future growth opportunities[43] - The company plans to focus on potential large projects and public housing initiatives in Hong Kong[43] - The recovery of travel and tourism in Hong Kong is expected to boost local consumption and economic growth[41] Corporate Governance - The company is committed to good corporate governance to fulfill responsibilities to shareholders and enhance shareholder value[73] - The company has maintained compliance with the principles and applicable provisions of the corporate governance code during the reporting period, except for a deviation regarding the separation of roles between the chairman and CEO[73] - The audit committee consists of three independent non-executive directors, ensuring independent review and oversight of financial reporting[76] - The audit committee has reviewed the quarterly performance for the reporting period and confirmed compliance with applicable accounting standards and GEM listing rules[76] Share Capital and Ownership - Major shareholders include Success Step with a 42.37% stake and Noble Capital with a 40.13% stake in the company[65] - The total issued share capital of the company as of June 30, 2023, was 1,200,000,000 shares[63] - As of June 30, 2023, there are no major shareholders or high shareholding individuals other than those disclosed in the report[68] - The company has a total of 1,200,000,000 shares issued as of June 30, 2023[2] Compliance and Risk Management - The company has not adopted any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[14] - The company has not engaged in any business that directly or indirectly competes with its group business during the reporting period[70] - The group does not face significant foreign exchange risks as all revenue-generating activities and borrowings are primarily transacted in HKD[56] - No significant contingent liabilities were reported as of June 30, 2023[57] - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[69] Leadership - The chairman and CEO, Mr. Pan Zhengqiang, has over 34 years of experience in the fire and pump installation services sector, playing a key role in the group's overall business development and strategic planning[73]

Financial Performance - The group's profit attributable to shareholders decreased by 76.63% to approximately HKD 4.86 million for the year ended March 31, 2023, compared to HKD 20.78 million for the previous year[6]. - Revenue fell from approximately HKD 405.17 million for the year ended March 31, 2022, to approximately HKD 287.06 million during the reporting period[7]. - The decrease in profit was primarily attributed to the impacts of COVID-19, the Russia-Ukraine conflict disrupting global supply chains, and US-China trade tensions[7]. - The gross profit decreased by approximately HKD 36.87 million due to reduced revenue from installation services and increased direct costs[8]. - The group's revenue decreased by approximately HKD 118.11 million or 29.15% to about HKD 287.06 million during the reporting period[19]. - Gross profit fell by approximately HKD 36.87 million or 53.56% to about HKD 31.97 million, with the gross margin decreasing from 16.99% to 11.14%[24]. - The cost of revenue decreased by approximately HKD 81.24 million or 24.16% to about HKD 255.09 million, although the percentage of cost relative to revenue increased[21]. - The company's attributable profit decreased by approximately HKD 15.93 million or 76.63% to about HKD 4.86 million, primarily due to global events impacting supply chains[28]. - Administrative and other operating expenses decreased by approximately HKD 3.55 million or 11.86% to about HKD 26.42 million[25]. - Financing costs increased to approximately HKD 1.50 million from HKD 0.67 million due to higher bank loan interest[26]. - Tax expenses decreased by approximately HKD 6.16 million or 87.65% to about HKD 0.87 million due to reduced taxable profits[27]. - As of March 31, 2023, the group's cash and bank balance was approximately HKD 39.36 million, up from HKD 37.08 million in 2022[32]. - The debt-to-equity ratio increased to approximately 22.54% from 9.59% in the previous year[34]. Operational Strategy - The company plans to closely monitor project progress and maintain communication with suppliers and subcontractors to enhance operational efficiency and profitability[10]. - Management will actively seek potential business opportunities to diversify revenue sources and enhance shareholder value[10]. - The company remains positive while monitoring new policies from the Hong Kong government aimed at economic recovery[10]. - The increase in material and labor costs directly impacted the company's revenue costs, exacerbated by inflationary pressures affecting project budgets[13]. Corporate Governance - The company has established a remuneration committee to review the remuneration policies and structures for all directors and senior management[49]. - The board consists of seven members, including three executive directors and three independent non-executive directors[150]. - The company adheres to corporate governance codes and has implemented a diversity policy for its board members[143][150]. - The chairman and CEO roles are held by the same individual, which deviates from corporate governance code C.2.1[143]. - The board is committed to maintaining high standards of corporate governance practices[144]. - The company has established a compliance manual applicable to directors and employees[148]. - The board reviews its diversity policy annually to ensure sustainable development[150]. - The board has adopted a diversity policy to ensure a balanced mix of skills, experience, and diverse thinking among its members[153]. - The company has established three committees: audit, remuneration, and nomination, to assist the board in fulfilling its duties[166]. Shareholder Information - The company reported no dividend payment for the year ending March 31, 2023, compared to a dividend of HKD 0.50 per share in 2022[80]. - As of March 31, 2023, the company's distributable reserves amounted to HKD 16,019,000[84]. - The company had a total of 1,200,000,000 issued shares, with significant shareholdings by key individuals[133]. - Mr. Pan Zhengqiang holds 508,500,000 shares, representing 42.37% of the issued share capital[133]. - The company confirmed that related party transactions during the reporting period did not constitute connected transactions[126]. Risk Management - The board is responsible for evaluating the nature and extent of risks acceptable in achieving strategic objectives and ensuring effective risk management systems are in place[191]. - The risk management framework includes policies and procedures for identifying, assessing, managing, and reporting risks, including strategic, credit, operational, market, liquidity, legal, and regulatory risks[191]. - The internal audit function is tasked with providing objective assurance on the adequacy and effectiveness of the risk management and internal control systems[192]. - The company has adopted a whistleblowing policy to allow employees and stakeholders to report concerns regarding misconduct without fear[195]. - The company maintains a zero-tolerance stance towards corruption, as outlined in its anti-corruption policy[196]. Environmental Compliance - The company has implemented an environmental management system and obtained ISO 14001:2004 certification[98]. - There were no recorded violations of applicable environmental regulations during the reporting period[99]. - The company has complied with relevant laws and regulations that significantly impact its business and operations during the reporting period[100].

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的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或 任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 VISTAR HOLDINGS LIMITED 熒德控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8535） 截至2023年3月31日止年度 之全年業績公告 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM的定位，乃為與其他在聯交所上市的公司相比可能帶有較高投資風險之中 小型公司提供一個上市之市場。有意投資者應了解投資於該等公司之潛在風險， 並應經過審慎周詳的考慮後方作出投資決定。 鑒於GEM上市公司一般為中小型公司，在GEM買賣之證券可能會較於主板買賣 之證券承受較高之市場波動風險，同時無法保證在GEM買賣之證券會有高流通 量之市場。 本公告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）的規定而提供有關熒德 控股有限公司（「本公司」，連同其附屬公司為「本集團」）之資料，本公司董事（「董 事」）願共同及個別對此負全責。董事經作出一切合理查詢後，確認就彼等所深知及 確信，本公告所 ...

Financial Performance - Revenue for the nine months ended December 31, 2022, decreased to HKD 218.65 million from HKD 310.91 million, a decline of 29.67%[5] - Gross profit fell to HKD 31.08 million, down 44.16% from HKD 55.66 million, with a gross margin decrease from 17.90% to 14.21%[5] - Profit attributable to equity holders was HKD 5.89 million, a decrease of 60.20% compared to HKD 14.80 million in the previous year[4] - Basic and diluted earnings per share dropped to 0.49 HK cents from 1.23 HK cents, reflecting a 60.16% decline[4] - The decrease in revenue was primarily due to a reduction in installation service revenue by approximately HKD 98.89 million[5] - The company reported a net profit attributable to owners of HKD 1,602,000 for the three months ended December 31, 2022, a decrease of 63.6% from HKD 4,400,000 in the same period of 2021[19] - Basic earnings per share for the nine months ended December 31, 2022, was HKD 0.49 cents, down 60.2% from HKD 1.23 cents in the same period of 2021[19] - Total revenue for the nine months ended December 31, 2022, was HKD 218,646,000, down 29.6% from HKD 310,912,000 in the same period of 2021[15] Expenses and Costs - Total administrative and operating expenses for the nine months ended December 31, 2022, were HKD 22,963,000, a slight decrease of 1.5% compared to HKD 23,322,000 for the same period in 2021[17] - The company incurred financing costs of HKD 1,018,000 for the nine months ended December 31, 2022, an increase from HKD 474,000 in the same period of 2021[17] - The cost of revenue decreased by approximately HKD 67.68 million or 26.52% to about HKD 187.57 million, aligning with the decrease in revenue[33] - Administrative and other operating expenses decreased by approximately HKD 0.36 million or 1.54% to about HKD 22.96 million, mainly due to a reduction in salaries and benefits for administrative and management staff[37] - The group's income tax expense decreased by approximately HKD 4.30 million or 69.24% to about HKD 1.91 million during the reporting period, primarily due to a reduction in taxable profits[40] Dividends and Shareholder Returns - The company did not recommend the payment of an interim dividend for the nine months ended December 31, 2022[4] - The board does not recommend the payment of dividends for the nine months ended December 31, 2022, similar to the previous year[46] - The board has adopted a revised dividend policy, stating that the annual dividend distributed to shareholders will not be less than 30% of the group's consolidated net profit for any financial year[67] - The company will consider actual and expected financial performance, working capital needs, and future expansion plans when determining future dividends[67] Share Capital and Ownership - The total number of issued shares as of December 31, 2022, was 1,200,000,000[51] - Success Step holds 508,500,000 shares, representing 42.37% of the issued share capital[53] - Noble Capital holds 391,500,000 shares, representing 32.63% of the issued share capital[53] - As of December 31, 2022, the company had a total of 1,200,000,000 shares issued[55] - The company has no major shareholders or high shareholding individuals other than those disclosed in the report[56] Corporate Governance and Compliance - The audit committee reviewed the third-quarter performance report and confirmed compliance with applicable accounting standards and GEM listing rules[66] - The company aims to maintain high standards of corporate governance and has adhered to the principles of the corporate governance code[62] - The audit committee consists of three independent non-executive directors as of December 31, 2022[64] - The company has not engaged in any competitive business activities or conflicts of interest as of December 31, 2022[58] - There were no purchases, sales, or redemptions of the company's listed securities during the reporting period[57] Operational Focus and Future Outlook - The company continues to focus on expanding its mechanical and electrical engineering installation services in Hong Kong[14] - The group will continue to monitor project progress and maintain close communication with suppliers and clients to enhance competitiveness in the market[30] - The overall industry outlook remains challenging, but the group is cautiously optimistic about future operations and will seek opportunities to expand revenue sources[30] - The group is focused on improving operational efficiency and business profitability while actively seeking potential opportunities to enhance shareholder value[30] - The company maintains a prudent cash management policy to ensure readiness for future growth opportunities[43] - All revenue-generating businesses and borrowings are primarily transacted in HKD, mitigating significant foreign exchange risk[44] Listing and Expenses - Normalized operating profit, excluding listing expenses, was approximately HKD 6.92 million[6] - Listing expenses related to the proposed transfer to the main board amounted to approximately HKD 10.33 million during the reporting period[6] - The company has a stock option plan approved by shareholders on January 24, 2018, which is effective for ten years from the listing date[21] - The group has not granted, exercised, cancelled, or allowed any options to lapse under the share option scheme since its adoption[25]

Financial Performance - For the six months ended September 30, 2022, the company's revenue was HKD 143,662,000, a decrease of 26.7% compared to HKD 196,213,000 for the same period in 2021[7]. - The gross profit for the same period was HKD 23,657,000, down 34.9% from HKD 36,342,000 in the previous year[7]. - The net profit attributable to equity holders for the six months was HKD 4,286,000, a decline of 52.1% compared to HKD 8,896,000 in the prior year[7]. - Basic and diluted earnings per share for the six months were 0.36 HK cents, down from 0.74 HK cents in the same period last year[7]. - Operating profit before tax decreased to HKD 5,642,000 for the six months ended September 30, 2022, down 53.7% from HKD 12,197,000 in the same period of 2021[12]. - The profit before tax for the six months ended September 30, 2022, was HKD 5,642,000, down from HKD 12,198,000 in the same period in 2021, reflecting a decrease of approximately 53.7%[32][33]. - The net profit after tax for the six months ended September 30, 2022, was HKD 4,286,000, compared to HKD 8,896,000 for the same period in 2021, indicating a decline of about 52.1%[32][33]. - The profit attributable to equity holders for the reporting period was approximately HKD 4.29 million, down about HKD 4.61 million from HKD 8.90 million for the same period in 2021[75]. Revenue Breakdown - Total revenue from external customers was HKD 143,662,000, a decrease from HKD 196,213,000 for the same period in 2021, representing a decline of approximately 26.7%[32][33]. - Revenue from installation services for the six months ended September 30, 2022, was HKD 93,123,000, compared to HKD 158,937,000 for the same period in 2021, reflecting a decline of approximately 41.3%[32][33]. - The segment profit for installation services was HKD 14,908,000 for the six months ended September 30, 2022, down from HKD 30,817,000 in the same period of 2021, indicating a decrease of about 51.6%[32][33]. - The profit from maintenance services was HKD 311,000 for the six months ended September 30, 2022, significantly lower than HKD 145,000 for the same period in 2021, showing a decrease of about 114.5%[32][33]. Expenses and Costs - Administrative and other operating expenses for the six months ended September 30, 2022, were HKD 17,172,000, up from HKD 14,883,000 in the same period of 2021, representing an increase of approximately 15.5%[32][33]. - The company incurred financing costs of HKD 583,000 for the six months, compared to HKD 312,000 in the previous year[7]. - The financing costs for the six months ended September 30, 2022, were HKD 583,000, compared to HKD 312,000 for the same period in 2021, indicating an increase of about 86.5%[32][33]. - Employee costs, including directors' remuneration, increased to HKD 9,692,000 for the six months ended September 30, 2022, from HKD 8,003,000 in 2021, a rise of 21.1%[38]. Assets and Liabilities - Total assets as of September 30, 2022, were HKD 419,369,000, compared to HKD 405,067,000 as of March 31, 2022[9]. - The company's cash and cash equivalents increased to HKD 43,706,000 from HKD 37,081,000 as of March 31, 2022[9]. - The total equity as of September 30, 2022, was HKD 151,035,000, a slight decrease from HKD 152,749,000 as of March 31, 2022[9]. - The company reported a decrease in trade and other receivables to HKD 29,987,000 from HKD 43,080,000[9]. - The company’s bank borrowings increased significantly to HKD 34,266,000 from HKD 5,182,000 in the previous period[12]. - Trade payables rose to HKD 66,428,000 as of September 30, 2022, from HKD 64,407,000 as of March 31, 2022, with overdue payables over 90 days increasing significantly to HKD 22,491,000[55]. - Bank borrowings due within one year increased to HKD 28,269,000 as of September 30, 2022, compared to HKD 11,693,000 as of March 31, 2022[57]. - The total debt of the group, including bank loans and lease liabilities, was approximately HKD 35.92 million as of September 30, 2022, compared to HKD 20.51 million on March 31, 2022[89]. Cash Flow - Cash used in operating activities was HKD 454,000, a significant improvement compared to HKD 4,854,000 in the previous year[12]. - Net cash generated from financing activities was HKD 8,016,000, reversing from a cash outflow of HKD 6,485,000 in the prior period[12]. - Total cash and cash equivalents increased by HKD 6,625,000, ending at HKD 43,706,000 compared to HKD 37,738,000 at the end of the previous period[12]. - The company reported a decrease in trade receivables by HKD 13,486,000, contrasting with an increase of HKD 2,450,000 in the previous year[12]. Strategic Outlook - The company plans to continue exploring market expansion opportunities and new product development strategies[7]. - The board remains optimistic about the overall industry outlook, particularly due to the Hong Kong government's commitment to increase public housing units by 50% over the next five years[77]. - The group plans to focus on leveraging its core strengths to ensure sustainable growth and profitability amid ongoing market and regulatory challenges[78]. - The group has adopted prefabrication techniques since the fiscal year ending March 31, 2021, which has helped reduce installation project costs despite the overall revenue decline[80]. Corporate Governance - The company is committed to good corporate governance to enhance shareholder value, adhering to the principles of the corporate governance code, with a noted deviation regarding the separation of roles between the Chairman and CEO[119]. - The Audit Committee, consisting of three independent non-executive directors, has reviewed the interim results and confirmed compliance with applicable accounting standards and GEM Listing Rules[122]. - The revised dividend policy mandates that annual dividends will not be less than 30% of the group's consolidated net profit attributable to shareholders under normal circumstances[123].