經修訂及重訂的 組織章程大綱及 細 則 熒德控股有限公司 （透過於2025年8月27日 通過的特別決議案採納） – 1 – 目 錄 （本公司） 的經修訂及重訂的 | 股 份 · 認 股 權 證 及 權 利 的 修 改 | 12 | | --- | --- | | 股 東 名 冊 及 股 票 | 17 | | 留 罢 權 | 20 | | 催 繳 取 款 . | 21 | | 股 份 的 轉 讓 | 23 | | 股 份 的 轉 傳 | 25 | | 股 份 的 沒 收 | 25 | | 股 東 大 會 . | 28 | | 股東大會程序 | 29 | | 股 索 投 要 | 32 | | 委 任 受 委 代 表 及 公 司 代 表 | 34 | | 註 冊 辦 事 處 | 38 | | 董事會. | 38 | | 董 事 委 任 及 輪 任 | 44 | | 借 貸 權 力 . | 46 | | 董事總經理等等 | 47 | | 管 理 | 47 | | 經理 | 48 | | 主 席 及 其 他 高 級 人 員 | 48 | | 董 事 議 事 程 序 | 49 | | 會議 紀 錄 及 公 司 記 錄 . ...

於2025年8月27日舉行的 股東週年大會投票表決結果 董 事 會 欣 然 宣 佈，於2025年8月27日舉行的股東週年大會上提呈的所有決議案 已獲通過。 熒 德 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）欣 然 宣 佈，於2025年8月 27日 舉 行 的 本 公 司 股 東 週 年 大 會（「股東週年大會」）上 提 呈 的 所 有 決 議 案 已 按 一 股 一票投票表決方式獲正式通過。投票結果如下： | | 普通決議案 | 票 數(%) | | | --- | --- | --- | --- | | | | 贊 成 | 反 對 | | 1. | 省覽並採納截至2025年3月31日止年度之經 | 900,040,100 | 0 | | | 審核綜合財務報表、董事會報告及本公司獨 | (100.00%) | (0.00%) | | | 立核數師報告。 | | | | 2.(a)(i) | 重選翁宗興先生為獨立非執行董事。 | 900,040,000 | 100 | | | | (99.99%) | (0.01%) | | 2.(a)(ii) | 重 選林仲煒先生 為獨立非執行董 ...

Group 1 - The Hang Seng Index rose by 0.93% to close at 25,339.14 points on August 22 [1] - Yingde Holdings (08535.HK) closed at HKD 0.201 per share, up 18.24%, with a trading volume of 2.92 million shares and a turnover of HKD 557,900, showing a volatility of 27.65% [1] - Over the past month, Yingde Holdings has seen a cumulative increase of 97.67%, and a year-to-date increase of 359.46%, outperforming the Hang Seng Index by 25.15% [1] Group 2 - As of March 31, 2025, Yingde Holdings reported total revenue of HKD 253 million, a year-on-year decrease of 12.37%, and a net profit attributable to shareholders of HKD 1.01 million, down 78.44% [1] - The gross profit margin for Yingde Holdings is 10.49%, with a debt-to-asset ratio of 49.1% [1] - Currently, there are no institutional investment ratings for Yingde Holdings [1] Group 3 - The business scope of Yingde Holdings includes the design, supply, installation, modification, and maintenance of fire sprinkler systems, fire hydrant systems, automatic alarm systems, water curtain systems, gas extinguishing systems, foam extinguishing systems, and related fire protection products, as well as drainage, electrical, and air conditioning installation [2]

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年7月31日 | | | | 狀態: 新提交 | | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | 公司名稱: | 熒德控股有限公司 | | | | | | 呈交日期: | 2025年8月4日 | | | | | | I. 法定/註冊股本變動 | | | | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | 於香港聯交所上市 (註1) | 是 | | 證券代號 (如上市) | 08535 | 說明 | 無 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | 上月底結存 | | | 3,800,000,000 | HKD | 0.01 | HKD | 38,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | 本月 ...

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 ...

Summary of Key Points Core Viewpoint - As of April 24, a total of 38 stocks reached their 52-week highs, with notable performances from companies such as Ka Ming Investment, Yingde Holdings, and Guangdong-Hong Kong Bay Holdings, which had high rates of increase in their stock prices [1]. 52-Week Highs - Ka Ming Investment (00768) achieved a closing price of 0.065 with a peak of 0.100, marking a 63.93% increase [1]. - Yingde Holdings (08535) closed at 0.084, reaching a high of 0.084, reflecting a 21.74% increase [1]. - Guangdong-Hong Kong Bay Holdings (01396) had a closing price of 2.760, also reaching 2.760, with an 18.45% increase [1]. - Other notable stocks include Kambo Medical-B (02216) with a 15.48% increase and Jian Shi Technology-B (09877) with a 14.76% increase [1]. 52-Week Lows - Jinsheng Group (00794) recorded a closing price of 0.155, with a low of 0.140, resulting in a decrease of 16.17% [2]. - Baofa Holdings (08532) closed at 0.019, reaching a low of 0.018, reflecting a 14.29% decrease [2]. - China Health Group (00673) had a closing price of 0.145, with a low of 0.145, indicating a 13.17% decrease [2]. - Other companies experiencing declines include Shenglong Jinxiu International (08481) with a 12.00% decrease and New New Technology (09600) with an 11.11% decrease [2].

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].