VISTAR HOLDINGS LIMITED 熒德控股有限 公 司 股份代號 : 8535 ( 於開曼群島註冊成立的有限公司 ) ( Incorporated in the Cayman Islands with limited liability ) VISTAR HOLDINGS LIMITED 熒德控股有限 公 司 Stock code : 8535 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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」 ...

Financial Performance - For the six months ended September 30, 2019, the total revenue was HKD 111,461,000, a decrease of 39.2% compared to HKD 183,465,000 for the same period in 2018[7] - The gross profit for the same period was HKD 19,126,000, down 37.2% from HKD 30,416,000 in 2018[7] - The profit attributable to owners of the company for the six months was HKD 5,434,000, a decline of 63.4% from HKD 14,843,000 in the previous year[7] - Basic and diluted earnings per share were 0.45 HK cents, compared to 1.24 HK cents for the same period in 2018, representing a decrease of 63.3%[7] - For the six months ended September 30, 2019, the operating profit before tax was HKD 6,541,000, a decrease of 64.3% compared to HKD 18,313,000 for the same period in 2018[12] - The group reported a profit before tax of HKD 6.541 million, with a tax expense of HKD 1.107 million, resulting in a net profit after tax of HKD 5.434 million[36] - Profit attributable to shareholders decreased by 63.41% to approximately HKD 5.43 million for the six months ended September 30, 2019, down from HKD 14.84 million in 2018, mainly due to a reduction in installation service revenue[91] Assets and Liabilities - As of September 30, 2019, total assets amounted to HKD 295,430,000, a slight decrease from HKD 296,724,000 as of March 31, 2019[9] - The company reported total liabilities of HKD 72,434,000, down from HKD 81,655,000, showing a reduction of 11.5%[9] - The company’s total liabilities increased, reflecting a higher level of financial obligations due to ongoing operations and investments[12] - The company’s bank borrowings due within one year amounted to HKD 1,020,000 as of September 30, 2019, slightly up from HKD 1,004,000 as of March 31, 2019, an increase of 1.6%[64] - The total debt of the group was approximately HKD 1.57 million as of September 30, 2019, down from HKD 2.11 million as of March 31, 2019[92] Cash Flow - The net cash used in operating activities was HKD 21,698,000, compared to a net cash inflow of HKD 21,870,000 in the previous year, indicating a significant decline in cash flow[12] - The total cash and cash equivalents at the end of the period decreased to HKD 39,458,000 from HKD 65,149,000, reflecting a reduction of 39.4%[12] - Cash used in financing activities was HKD 574,000, down from HKD 1,136,000 in the prior period, indicating reduced financing costs[12] - As of September 30, 2019, the group's cash and bank balances were approximately HKD 39.46 million, down from HKD 62.28 million as of March 31, 2019[92] Operational Highlights - The company plans to actively participate in tenders for public housing projects as the Hong Kong government intends to accelerate the construction process[83] - The prefabrication workshop for materials used in installation projects has commenced full operations, aimed at improving material supply processes and quality[83] - The company is focused on enhancing project planning, management, and execution through new technology developments[112] Employee and Administrative Costs - Employee costs for the three months ended September 30, 2019, were HKD 3,539,000, an increase of 9.7% from HKD 3,226,000 in the same period of 2018[41] - Administrative and other operating expenses increased by approximately HKD 1.00 million or 8.14% to about HKD 13.28 million for the six months ended September 30, 2019, compared to HKD 12.28 million for the same period in 2018[88] Compliance and Governance - The company has adopted the trading code as per GEM Listing Rules, and all directors confirmed compliance during the six months ending September 30, 2019[124] - The company has complied with the corporate governance code principles, except for a deviation regarding the separation of roles between the chairman and CEO[129] - The audit committee, consisting of three independent non-executive directors, reviewed the interim results for the six months ending September 30, 2019, ensuring compliance with applicable accounting standards[133] Future Outlook - The group is currently evaluating the impact of new accounting standards that will take effect after January 1, 2020, including HKFRS 17 on insurance contracts[25] - The board will continue to assess business objectives and may revise plans in response to changing market conditions[111]

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。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定而提供有關熒德控股 有限公司（「本公司」）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，本報告所載資料在一切重大方面均屬準 確及完整，並無誤導或欺詐成份，且本報告並無遺漏任何其他事實致使本報告所載任何 陳述或本報告產生誤導。 1 熒德控股有限公司 財務摘要 2019年第一季度業績報告 2 • 截 ...

Financial Performance - The company's revenue increased from approximately HKD 279.76 million for the year ended March 31, 2018, to approximately HKD 365.66 million for the year ended March 31, 2019, representing a growth of about 30.71%[6] - The profit attributable to shareholders rose to approximately HKD 22.95 million for the year ended March 31, 2019, compared to HKD 18.73 million in 2018, marking an increase of 22.49%[6] - Revenue cost increased by approximately HKD 77.04 million or 32.93% to about HKD 311.01 million for the year ended March 31, 2019[12] - Gross profit rose by approximately HKD 8.86 million or 19.34% to about HKD 54.65 million, with a gross margin decrease from 16.37% to 14.95%[13] - Administrative and other operating expenses increased by approximately HKD 7.0 million or 35.99% to about HKD 26.45 million, primarily due to increased rental and employee costs[16] - Income tax expense increased by approximately HKD 0.69 million or 14.70% to about HKD 5.39 million due to an increase in taxable profits[18] - Profit attributable to owners increased by approximately HKD 4.22 million or 22.49% to about HKD 22.95 million, driven by revenue growth in core business areas[19] - Cash and bank balances as of March 31, 2019, were approximately HKD 62.28 million, up from HKD 45.80 million in 2018[21] - Total equity attributable to owners as of March 31, 2019, was approximately HKD 108.26 million, compared to HKD 88.43 million in 2018[23] - The debt-to-equity ratio as of March 31, 2019, was approximately 1.95%, down from 7.30% in 2018[25] Business Operations - The revenue from installation services, alteration and addition services, and maintenance services for the year ended March 31, 2019, were approximately HKD 234.66 million, HKD 125.34 million, and HKD 5.67 million, respectively[11] - The company has acquired additional contracts and signed new contracts during the reporting period, contributing to revenue growth[6] - The company is focused on expanding its operations and enhancing its brand image following its public listing[6] - The company is committed to ensuring long-term sustainable growth and profitability despite facing various challenges[7] - The company believes that the implementation of new housing policies and land allocation in Hong Kong will increase demand for its services[7] - The company faces challenges such as the state of the Hong Kong property market and the ongoing trade tensions between China and the United States[7] Corporate Governance - The board consists of seven directors, including three executive directors and three independent non-executive directors[144] - The company acknowledges a shortfall in the number of independent non-executive directors below the GEM listing rules requirements[144] - The company is committed to finding suitable candidates to fill the vacancies of independent non-executive directors within three months from June 6, 2019[144] - The company emphasizes the importance of good corporate governance for long-term sustainable development[139] - The board is responsible for formulating the overall strategy and monitoring management performance[141] - The company has adhered to the corporate governance code principles as of March 31, 2019, except for the noted shortfalls[140] - The board has adopted a diversity policy to ensure sustainable and balanced development, considering factors such as gender, age, cultural background, and professional experience[145] Risk Management - The board is responsible for evaluating and determining the nature and extent of risks the group is willing to take to achieve its strategic objectives[175] - The audit committee reviewed the effectiveness of the risk management and internal control systems for the year ended March 31, 2019, and deemed them effective and adequate[179] - The company has established a risk management framework to identify, assess, manage, monitor, and report risks, including strategic, credit, operational, market, liquidity, legal, and regulatory risks[177] - The internal audit function is responsible for providing objective assurance regarding the adequacy and effectiveness of the risk management and internal control systems[178] - The board confirmed that there were no significant concerns affecting the group's financial, operational, compliance, and risk management functions[179] Environmental, Social, and Governance (ESG) - The report covers the company's environmental, social, and governance (ESG) measures, plans, and performance, highlighting its commitment to sustainable development[195] - The company has established a working group to systematically manage ESG matters, which is responsible for collecting relevant data and reporting to the board[196] - The report includes key performance indicators (KPIs) related to the company's operations in the electromechanical engineering sector, specifically in fire service systems[197] - The report is prepared in accordance with the GEM Listing Rules Appendix 20, which outlines the guidelines for ESG reporting[198] - The reporting period covers the fiscal year ending March 31, 2019, detailing the company's ESG activities, challenges faced, and measures taken during this time[200] Shareholder Information - The company reported no final dividend for the year ending March 31, 2019, consistent with the previous year[74] - As of March 31, 2019, the company's distributable reserves amounted to HKD 9,582,000[86] - The company has not granted any share options under the share option scheme during the year[82] - The company has not purchased, sold, or redeemed any of its listed securities during the year ending March 31, 2019[84] - The total issued share capital as of March 31, 2019, is 1,200,000,000 shares[137] - Mr. Pan Zhengqiang holds 508,500,000 shares, representing 42.38% of the issued share capital[129] - Mr. Pan Zhengtang holds 481,500,000 shares, representing 40.13% of the issued share capital[129] - Mr. Wu Guowei and Ms. Pan Jinyi each hold 90,000,000 shares, representing 7.50% of the issued share capital[129] - The company has not disclosed any related party transactions that constitute connected transactions as per GEM listing rules[122] Audit and Financial Reporting - The consolidated financial statements for the reporting period were audited by Shinewing Hong Kong CPA Limited, which is eligible and willing to be reappointed at the upcoming annual general meeting[126] - The external auditor's report on the consolidated financial statements is included in the report, confirming the auditor's independent opinion[183] - The audit fee for the annual audit service for the year ended March 31, 2019, was HKD 880,000, an increase from HKD 858,000 in 2018[172] - The total audit-related fees for the year ended March 31, 2019, amounted to HKD 880,000, down from HKD 3,526,000 in the previous year[172] Future Outlook - The company aims to enhance its capital base and recognition through its listing on the GEM of the Hong Kong Stock Exchange[10] - The company is investing in R&D, with a budget of $I million dedicated to developing new technologies and improving existing products[62] - The management team emphasized a commitment to sustainability, with plans to implement eco-friendly practices across operations[62] - The company aims to enhance customer engagement through digital transformation strategies, targeting a K% increase in customer satisfaction scores[62]

Financial Performance - For the nine months ended December 31, 2018, the group's revenue increased by 48.4% to approximately HKD 276.53 million from HKD 186.30 million for the same period in 2017[5]. - The profit attributable to shareholders for the nine months ended December 31, 2018, was approximately HKD 18.65 million, representing a significant increase of 400.12% compared to HKD 3.73 million in the previous year[5]. - The gross profit for the nine months ended December 31, 2018, was approximately HKD 42.33 million, up from HKD 29.20 million in the same period of 2017, reflecting a gross margin improvement[6]. - The operating profit before tax for the nine months ended December 31, 2018, was approximately HKD 23.56 million, compared to HKD 6.51 million for the same period in 2017[6]. - The total comprehensive income attributable to owners of the company for the nine months ended December 31, 2018, was HKD 18.65 million, compared to HKD 3.73 million in the previous year[6]. - The company's basic and diluted earnings per share for the nine months ended December 31, 2018, were HKD 1.55, compared to HKD 0.41 for the same period in 2017[6]. - The group reported revenue of HKD 93,063,000 for the three months ended December 31, 2018, representing a 32% increase compared to HKD 70,624,000 for the same period in 2017[19]. - For the nine months ended December 31, 2018, revenue reached HKD 276,528,000, up 48% from HKD 186,295,000 in the previous year[19]. - The group’s net profit attributable to owners for the three months ended December 31, 2018, was HKD 3,812,000, a decrease of 13% from HKD 4,373,000 in the same period of 2017[24]. - Basic earnings per share for the three months ended December 31, 2018, was HKD 0.32, down from HKD 0.49 in the previous year[24]. Expenses and Costs - Total administrative and operating expenses for the nine months ended December 31, 2018, were HKD 18,805,000, an increase of 53% compared to HKD 12,287,000 in 2017[21]. - The group’s employee costs for the nine months ended December 31, 2018, were HKD 9,460,000, an increase of 51% from HKD 6,263,000 in the previous year[21]. - Financing costs for the nine months ended December 31, 2018, amounted to HKD 154,000, compared to HKD 65,000 in the same period of 2017, reflecting a significant increase[22]. - The cost of revenue rose by approximately HKD 77.10 million or 49.08% to about HKD 234.20 million for the nine months ended December 31, 2018, from approximately HKD 157.10 million for the same period last year[31]. - Administrative and other operating expenses rose by approximately HKD 6.52 million or 53.05% to about HKD 18.81 million for the nine months ended December 31, 2018[34]. - The income tax expense increased by approximately HKD 2.13 million or 76.62% to about HKD 4.91 million due to an increase in taxable profits[37]. Dividends and Share Capital - The company did not recommend any dividend for the nine months ended December 31, 2018, compared to zero dividend in 2017[4]. - The board does not recommend the payment of dividends for the nine months ended December 31, 2018[42]. - As of December 31, 2018, the total issued share capital of the company was 1,200,000,000 shares[52]. - Success Step holds 418,500,000 shares, representing 34.88% of the total issued shares[49]. - Noble Capital directly holds 391,500,000 shares, accounting for 32.63% of the total issued shares[49]. - Alderhill Holdings Limited and the trustee of the Alderhill Trust each hold 481,500,000 shares, which is 40.13% of the total issued shares[49]. - Legend Advanced holds 90,000,000 shares, representing 7.50% of the total issued shares[49]. - No purchases, sales, or redemptions of the company's listed securities occurred during the nine months ending December 31, 2018[54]. Compliance and Governance - The company has complied with the GEM Listing Rules regarding corporate governance, except for the separation of the roles of Chairman and CEO[59]. - The company has appointed Huifu Financing Limited as a compliance advisor to ensure adherence to applicable laws and GEM Listing Rules[58]. - There were no major shareholders or high shareholding individuals other than those disclosed as of December 31, 2018[53]. - The board confirmed compliance with the trading code for securities transactions as of December 31, 2018[56]. - The audit committee was established on January 24, 2018, consisting of three independent non-executive directors[61]. - The audit committee reviewed the unaudited consolidated financial performance for the nine months ended December 31, 2018, ensuring compliance with applicable accounting standards and GEM listing rules[61]. - The third quarter report was reviewed by the audit committee, confirming the integrity of the financial statements[62]. Business Operations - The acquisition of Wei Bao Engineering Co., Ltd. contributed a profit of HKD 7.06 million and revenue of HKD 61.58 million during the reporting period[5]. - The operating performance of the acquired Wei Bao Engineering contributed a profit and revenue of HKD 7.06 million and HKD 61.58 million, respectively, during the current period, compared to HKD 1.08 million and HKD 30.83 million in the same period last year[30][38]. - The company has been actively involved in the installation, modification, and maintenance of electromechanical engineering systems in Hong Kong[9]. - The group continues to focus on fire safety system installations, maintenance, and engineering services, positioning itself as a qualified contractor in Hong Kong[27]. - The company continues to strengthen its market position in installation, alteration, and addition, as well as fire system maintenance projects[28]. - The group has not granted any share options under its share option scheme during the period, indicating a potential focus on cash management[26]. - The group has not adopted new accounting standards that have been issued but are not yet effective, indicating a cautious approach to regulatory changes[18].