香港交易及結算所有限公司及聯交所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。 VISTAR HOLDINGS LIMITED 熒德控股有限公 司 ( 於開曼群島註冊成立的有限公司 ) 股份代號：8535 中期業績報告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位乃為相比其他在聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市的市場。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買賣的證券可能會較於主板買賣的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。 3 公司資料 4 中期簡明綜合損益及其他全面收益表 5 中期簡明綜合財務狀況表 6 中期簡明綜合權益變動表 7 中期簡明綜合現金流量表 8 未經審核中期簡明綜合財務報表附註 24 管理層討論及分析 30 其他資料 公司資料 董事會 執行董事 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 ...

Revenue Performance - For the three months ended June 30, 2021, the group's revenue increased from approximately HKD 57.33 million to approximately HKD 91.11 million, representing a growth of 58.8%[5] - The increase in revenue was primarily driven by installation project revenues, which rose by approximately HKD 43.93 million during the reporting period[5] - Revenue for the three months ended June 30, 2021, was HKD 91,109,000, a 59% increase from HKD 57,325,000 for the same period in 2020[36] - Installation services generated HKD 71,637,000 in revenue, up from HKD 27,706,000, representing a 158% increase year-over-year[36] - Revenue cost increased by approximately HKD 27.71 million or 58.50% to about HKD 75.08 million for the three months ended June 30, 2021[58] Profit and Loss - The comprehensive loss attributable to shareholders amounted to approximately HKD 0.04 million, a decrease of about HKD 2.75 million or 101.48% compared to a profit of approximately HKD 2.71 million for the same period in 2020[6] - The company reported a net loss before tax of approximately HKD 1.49 million, compared to a profit of HKD 3.14 million for the same period in 2020[6] - The company reported a slight loss attributable to equity holders of approximately HKD 0.04 million for the three months ended June 30, 2021, compared to a profit of HKD 2.71 million for the same period in 2020, reflecting a significant increase in normalized profit to approximately HKD 6.95 million, up from HKD 2.71 million[53] - Gross profit for the three months ended June 30, 2021, was approximately HKD 16.03 million, compared to HKD 9.95 million for the same period in 2020, reflecting a gross margin improvement[6] - Gross profit rose by approximately HKD 6.08 million or 61.11% to about HKD 16.03 million, with a slight increase in gross margin from 17.36% to 17.60%[59] Expenses - The company incurred listing expenses of approximately HKD 6.99 million related to its proposed transfer from GEM to the main board[5] - Administrative and other operating expenses increased to approximately HKD 7.73 million from HKD 6.12 million in the previous year[6] - Administrative and other operating expenses increased by approximately HKD 1.61 million or 26.31% to about HKD 7.73 million, attributed to various factors including employee salaries and office expenses[60] - Financing costs for the three months ended June 30, 2021, were approximately HKD 0.15 million, up from HKD 0.06 million in 2020, due to increased interest expenses from bank loans and lease liabilities[61] - Income tax expenses increased by approximately HKD 1.10 million or 255.81% to about HKD 1.53 million, primarily due to non-deductible expenses related to the proposed listing transfer[63] Corporate Governance - The audit committee has reviewed the quarterly performance report and confirmed compliance with applicable accounting standards and GEM listing rules[84] - The company has adhered to the corporate governance code principles, except for the separation of roles between the chairman and CEO[82] - The audit committee consists of three independent non-executive directors, ensuring independent review and oversight of financial reporting[84] Market and Business Strategy - The company continues to focus on expanding its installation engineering services and exploring new market opportunities in Hong Kong[9] - The company aims to enhance its position as a leading electromechanical engineering service provider in Hong Kong, focusing on sustainable business growth and market expansion[55] - The company plans to utilize funds raised from the GEM listing to expand its business and strengthen its market position, contributing to growth in business scale and profitability[55] - The company remains optimistic about the overall fire protection market in Hong Kong and will continue to improve internal processes and technical infrastructure to maximize returns from existing operations[55] Financial Reporting Standards - The company adopted the revised Hong Kong Financial Reporting Standards (HKFRS) effective from January 1, 2021, including HKFRS 16 related to COVID-19 rent concessions[11] - The company has chosen to apply the practical expedient for all eligible rent concessions, which will not require reassessment of the lease liability discount rate[16] - The revised HKFRS 16 allows for rent concessions directly resulting from the COVID-19 pandemic to be accounted for without being classified as lease modifications[15] - The company anticipates that the application of the revised standards will not have a significant impact on the consolidated financial statements[17] - The company is currently evaluating the impact of the newly issued but not yet effective revised HKFRS on its financial statements[22] - The revised HKFRS 1 clarifies the classification of liabilities as current or non-current based on rights existing at the end of the reporting period[20] - The company has not early adopted any of the revised standards that are not yet effective, intending to apply them upon their effective date[19] - The practical expedient for rent concessions is applicable only to concessions that meet specific criteria related to the timing and nature of the lease payments[15] - The company expects that the future application of these revisions will not significantly affect the consolidated financial statements[23] Shareholder Information - Major shareholders include Success Step with 42.37% and Noble Capital with 40.13% of the issued share capital[74] - Mr. Pan Zhengqiang holds 481,500,000 shares, representing 40.13% of the issued share capital[76] - Legend Advanced holds 90,000,000 shares, accounting for 7.50% of the issued share capital[76] - Ms. Deng Anna Man Li, as the spouse of Mr. Pan Zhengqiang, is deemed to have an interest in 508,500,000 shares, which is 42.37% of the issued share capital[76] - The total number of issued shares as of June 30, 2021, is 1,200,000,000[77] - No major shareholders or high-holding shareholders were reported other than those disclosed[77] - The company did not purchase, sell, or redeem any shares during the reporting period[78] Risk Management - The company maintains a prudent cash management policy to ensure readiness for future growth opportunities[65] - The company does not face significant foreign exchange risks as all revenue-generating operations and borrowings are primarily transacted in HKD[66] - As of June 30, 2021, there were no significant contingent liabilities reported[67] - The company has not engaged in any business that directly or indirectly competes with its operations during the reporting period[80]

Financial Performance - The profit attributable to shareholders increased by 196.98% to approximately HKD 28.51 million for the year ended March 31, 2021, compared to HKD 9.60 million for the previous year[7]. - Group revenue rose from approximately HKD 235.03 million for the year ended March 31, 2020, to approximately HKD 305.16 million during the reporting period[8]. - The increase in profit was primarily due to higher revenue from core business operations and reduced installation project costs through the utilization of prefabrication technology[8]. - The company's revenue increased by approximately HKD 70.13 million or 29.84% to about HKD 305.16 million during the reporting period, compared to approximately HKD 235.03 million for the year ended March 31, 2020[19]. - Gross profit rose by approximately HKD 19.30 million or 52.96% to about HKD 55.74 million, with the gross profit margin increasing from 15.51% to 18.27%[21]. - The net profit attributable to the company's owners increased by approximately HKD 18.91 million or 196.98% to about HKD 28.51 million, driven by increased revenue and reduced installation project costs[26]. - The cost of revenue increased by approximately HKD 50.83 million or 25.60% to about HKD 249.42 million, which was lower than the revenue increase due to the effective use of prefabrication technology[20]. Strategic Initiatives - The company plans to actively participate in government projects related to public housing construction, which are expected to provide various opportunities for the construction industry[9]. - The company will continue to invest in infrastructure and technology, including a fully operational prefabrication factory aimed at improving supply chain processes and quality[9]. - The management aims to enhance internal processes, employee capabilities, and technological infrastructure to maximize returns from existing businesses[11]. - The company is focused on leveraging its competitive advantages in fire protection system installation and maintenance to secure higher contract prices and improve overall profitability[9]. - The company is focused on strategic planning and market expansion, with a commitment to developing new technologies and products in the fire safety sector[63]. - Future outlook includes potential mergers and acquisitions to strengthen market position and expand service offerings[63]. - The company is actively pursuing new strategies to improve operational efficiency and customer satisfaction in its service delivery[64]. Risk Management - The company faces several risks, including economic, political, and legal factors in Hong Kong that may adversely affect its business and financial condition[57]. - The company relies on subcontractors for installation and modification projects, and any delays or defects may negatively impact its operations and financial performance[57]. - The company’s revenue is primarily derived from non-recurring projects, and a significant decrease in project numbers could impact operational and financial performance[57]. - The board is responsible for evaluating and determining the nature and extent of risks acceptable to the group, ensuring effective risk management and internal control systems are in place[181]. - The group has established a risk management framework that includes policies and procedures for identifying, assessing, managing, monitoring, and reporting risks, including strategic, credit, operational, market, liquidity, legal, and regulatory risks[182]. - An independent professional was engaged to assess the overall risk management system and internal controls, with no significant deficiencies identified[184]. Corporate Governance - The board emphasizes the importance of sound corporate governance for the long-term sustainable development of the group[142]. - The company is committed to adhering to the corporate governance code to fulfill its responsibilities to shareholders and enhance shareholder value[143]. - The board consists of seven members, including three executive directors, one non-executive director, and three independent non-executive directors, ensuring a balanced skill set and experience[148]. - The company has established a nomination committee to identify and recommend suitable candidates for directorship, with a focus on character, qualifications, and experience[156]. - The audit committee, consisting of three independent non-executive directors, is responsible for independent review and oversight of financial reporting and internal controls[161]. - The company has implemented a code of conduct for securities trading, confirming that all directors have complied with the trading rules during the reporting period[154]. - Continuous professional development for directors is emphasized, with funding provided for training and seminars to keep them updated on relevant laws and governance practices[157]. Employee Management - Employee costs in Hong Kong for the reporting period amounted to approximately HK$11.76 million, a decrease from HK$13.33 million in 2020[45]. - The company emphasizes the importance of human resources for its success and aims to hire qualified and experienced personnel to explore potential investment opportunities[45]. - The company has established a competitive compensation scheme to attract and retain suitable personnel, with an annual review system in place to assess employee performance[92]. - The company maintains competitive compensation levels and provides discretionary bonuses based on performance, in line with industry practices[46]. - Ongoing investment in employee training and development is a priority to ensure the workforce is equipped with the necessary skills for future challenges[62]. Environmental and Social Responsibility - The report outlines the company's commitment to sustainable development and its environmental, social, and governance (ESG) measures, plans, and performance[198]. - The company has implemented a top-down management approach for ESG matters, with the board overseeing and formulating the ESG strategy[199]. - An ESG working group has been established to collect relevant data and compile reports, regularly reporting to the board to assist in risk management and internal control assessments[199]. - The company has implemented an environmental management system and obtained ISO 14001:2004 certification to comply with environmental protection laws[97]. - The company did not record any violations of applicable environmental regulations that resulted in prosecution or fines during the reporting period[98]. Shareholder Information - The interim dividend of HK$0.25 per share was approved on February 8, 2021, and HK$3.0 million was paid on March 11, 2021[43]. - The board proposed a final dividend of HK$0.60 per share, subject to shareholder approval, bringing the total dividend for the year to HK$0.85 per share[43]. - The company’s total dividend for the year is expected to be HKD 0.85 per share, compared to no dividends in the previous year[80]. - The company has a policy for appointing external auditors, ensuring their independence and effectiveness[165].

Financial Performance - Revenue for the nine months ended December 31, 2020, was HKD 201,595,000, representing an increase of 18.52% compared to HKD 170,091,000 for the same period in 2019[4] - Gross profit for the same period was HKD 41,845,000, reflecting a significant increase of 53.46% from HKD 27,267,000 in 2019[4] - Profit attributable to equity holders for the nine months was HKD 18,040,000, a remarkable increase of 157.57% compared to HKD 7,004,000 in the previous year[4] - Basic and diluted earnings per share for the nine months were 1.50 HK cents, up 158.62% from 0.58 HK cents in 2019[4] - For the three months ended December 31, 2020, revenue was HKD 72,349,000, an increase from HKD 58,630,000 in the same quarter of 2019[6] - The company reported a net profit of HKD 8,104,000 for the three months ended December 31, 2020, compared to HKD 1,570,000 for the same period in 2019[6] - Total revenue for the three months ended December 31, 2020, was HKD 72,349,000, up from HKD 58,630,000 in 2019, reflecting a growth of 23%[24] - For the nine months ended December 31, 2020, total revenue reached HKD 201,595,000, compared to HKD 170,091,000 for the same period in 2019, marking an increase of 18%[24] Expenses and Cost Management - Administrative and other operating expenses decreased to HKD 19,104,000 for the nine months ended December 31, 2020, from HKD 20,119,000 in 2019[6] - Total administrative and other operating expenses decreased from HKD 20,119 thousand for the nine months ended December 31, 2019, to HKD 19,104 thousand for the same period in 2020, a reduction of approximately 5.04%[26] - Interest expenses on bank and other borrowings decreased from HKD 47 thousand for the nine months ended December 31, 2019, to HKD 18 thousand for the same period in 2020, a decline of approximately 61.70%[27] - Employee costs, including directors' remuneration, decreased from HKD 11,001 thousand for the nine months ended December 31, 2019, to HKD 9,568 thousand for the same period in 2020, a decrease of approximately 12.99%[26] - Administrative and other operating expenses decreased by approximately HKD 1.02 million or 5.07%, down to about HKD 19.10 million, due to stricter cost controls[46] Dividends and Shareholder Information - The board declared an interim dividend of 0.25 HK cents per share for the nine months ended December 31, 2020, compared to no dividend in the same period of 2019[4] - A mid-term dividend of HKD 0.025 per share was declared, compared to no dividend in the previous period[54] - As of December 31, 2020, Success Step holds 418,500,000 shares, representing 34.88% of the total issued share capital of 1,200,000,000 shares[61] - Noble Capital owns 391,500,000 shares, accounting for 32.63% of the total issued share capital[61] - Legend Advanced holds 90,000,000 shares, which is 7.50% of the total issued share capital[62] - The total beneficial ownership of Success Step, Noble Capital, and Legend Advanced combined is 508,500,000 shares, or 42.38% of the total issued share capital[61] - As of December 31, 2020, no major shareholders or high-holding shareholders have disclosed any interests or short positions in the company's shares[63] - The company did not purchase, sell, or redeem any shares during the reporting period[64] Corporate Governance and Compliance - The company has complied with the GEM Listing Rules regarding corporate governance and has adopted the required trading code for directors[69] - The roles of Chairman and CEO are held by the same individual, Mr. Pan Zhengqiang, who has over 31 years of experience in the industry[69] - The company has no reported conflicts of interest or competitive activities involving its directors or major shareholders during the reporting period[65] - The compliance advisor's services were terminated on June 30, 2020, with no interests reported in the company's capital by the compliance advisor or its affiliates[68] - The audit committee has reviewed the quarterly performance for the reporting period and confirmed compliance with applicable accounting standards and GEM listing rules[72] - The audit committee consists of three independent non-executive directors, ensuring independent oversight of financial reporting[72] - The company has adhered to the principles of the corporate governance code during the reporting period[71] Operational Highlights - The company continues to focus on providing electromechanical engineering system installation, alteration, and maintenance services in Hong Kong[9] - The group reported revenue from installation works of HKD 51,477,000 for the three months ended December 31, 2020, compared to HKD 28,230,000 for the same period in 2019, representing an increase of 82%[24] - Revenue from alteration and addition services decreased to HKD 18,919,000 for the three months ended December 31, 2020, down from HKD 29,140,000 in 2019, a decline of 35%[24] - Maintenance services revenue increased to HKD 1,953,000 for the three months ended December 31, 2020, compared to HKD 1,260,000 in 2019, an increase of 55%[24] - The company utilized prefabrication techniques in its operations, leading to reduced installation costs and improved gross profit contributions[37] - The group plans to actively participate in public housing projects, which are expected to provide various opportunities for the construction industry[39] - The group has fully implemented the operation of a prefabrication factory, which is expected to yield more benefits from material savings and waste reduction in the near future[40] Financial Reporting Standards - The group adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2020, which are not expected to have a significant impact on the consolidated financial statements[19] - The group has early adopted the COVID-19 related rent concessions under HKFRS 16, effective from April 1, 2020[21] - The revised HKAS 1 clarifies the classification of liabilities as current or non-current, based on rights existing at the end of the reporting period[22] - The group is currently evaluating the impact of the newly issued and revised Hong Kong Financial Reporting Standards on its financial statements[22] - The group has implemented a simplified assessment for whether a group of activities and assets acquired constitutes a business under the revised HKFRS 3[15] Taxation and Financing - Income tax expenses rose by approximately HKD 2.31 million or 176.34%, reaching about HKD 3.62 million due to increased taxable profits[48] - The financing costs increased to approximately HKD 0.29 million from HKD 0.06 million due to the adoption of HKFRS 16[47]

Financial Performance - For the six months ended September 30, 2020, the group reported revenue of HK$129,246,000, an increase of 15.9% compared to HK$111,461,000 for the same period in 2019[9]. - Gross profit for the same period was HK$25,423,000, representing a 33% increase from HK$19,126,000 in the previous year[9]. - The net profit attributable to equity holders for the six months was HK$9,936,000, up 83.3% from HK$5,434,000 in the prior year[9]. - Basic and diluted earnings per share increased to 0.83 HK cents from 0.45 HK cents, reflecting a growth of 84.4%[9]. - The segment profit for the six months ended September 30, 2020, was HKD 25,423,000, representing a 33.1% increase from HKD 19,126,000 in the prior year[40]. - The profit after tax for the six months ended September 30, 2020, was HKD 9,936,000, up 83.3% from HKD 5,434,000 for the same period in 2019[51]. - The financing costs for the six months ended September 30, 2020, were HKD 162,000, significantly lower than HKD 38,000 for the same period in 2019[46]. - The company did not recommend the payment of an interim dividend for the six months ended September 30, 2020, and 2019[52]. Assets and Liabilities - As of September 30, 2020, total assets amounted to HK$211,772,000, compared to HK$181,416,000 as of March 31, 2020, indicating a growth of 16.7%[11]. - The total equity increased to HK$127,792,000 from HK$117,856,000, representing an increase of 8.1%[11]. - Trade and other receivables rose to HK$41,795,000 from HK$33,571,000, reflecting a growth of 24.5%[11]. - The company reported a net impairment loss of HKD 1,113,000 on trade receivables and contract assets for the six months ended September 30, 2020[40]. - Trade receivables as of September 30, 2020, were HKD 42,543,000, an increase from HKD 37,213,000 as of March 31, 2020[57]. - The net trade receivables after impairment provisions were HKD 35,579,000 as of September 30, 2020, compared to HKD 30,975,000 as of March 31, 2020[57]. - Trade payables as of September 30, 2020, were HKD 70,184,000, an increase from HKD 52,437,000 as of March 31, 2020[64]. - The total liabilities for bank borrowings due within one year were HKD 347,000 as of September 30, 2020, compared to HKD 861,000 as of March 31, 2020[67]. Cash Flow - The group's cash and cash equivalents increased significantly to HK$51,326,000 from HK$26,885,000, marking an increase of 91.5%[11]. - Cash generated from operating activities was HKD 26,456,000, a significant improvement from a cash outflow of HKD 21,698,000 in the previous year[14]. - The company reported a net increase in cash and cash equivalents of HKD 24,441,000, compared to a decrease of HKD 22,822,000 in the prior period[14]. - The company’s cash and cash equivalents at the end of the period stood at HKD 51,326,000, up from HKD 39,458,000 at the end of the previous period[14]. Operational Efficiency - The group reported a decrease in administrative and other operating expenses to HK$12,430,000 from HK$13,277,000, a reduction of 6.4%[9]. - The company has implemented strict measures to reduce general and administrative expenses in response to market conditions[86]. - The company is investing in construction-related technologies, such as Building Information Modeling (BIM), to enhance project management and operational efficiency[86]. - The company has fully implemented prefabrication operations since the beginning of the year, significantly improving revenue contribution rates through cost savings[86]. Market Strategy - The group plans to continue expanding its market presence and investing in new product development to drive future growth[9]. - The company continues to focus on its core business of providing electromechanical engineering systems installation and maintenance services in Hong Kong[15]. - The group’s revenue and performance are primarily derived from Hong Kong, with no significant consolidated assets located outside of Hong Kong[38]. Compliance and Governance - The company has complied with the GEM Listing Rules and corporate governance codes during the reporting period, with a noted deviation regarding the roles of the Chairman and CEO[132]. - The Audit Committee, consisting of three independent non-executive directors, reviewed the interim results and confirmed compliance with applicable accounting standards[133]. Shareholding Structure - As of September 30, 2020, Success Step holds 418,500,000 shares, representing 34.88% of the issued share capital[123]. - Noble Capital owns 391,500,000 shares, accounting for 32.63% of the issued share capital[123]. - The total shareholding of Success Step and Noble Capital, including derivative holdings, amounts to 481,500,000 shares, which is 40.13% of the issued share capital[123].

Financial Performance - For the three months ended June 30, 2020, the group's revenue slightly increased to approximately HKD 57.33 million from HKD 57.30 million for the same period in 2019[3]. - Profit attributable to equity holders for the reporting period was approximately HKD 2.71 million, representing a decrease of 14.24% compared to HKD 3.16 million for the same period in 2019[3]. - Gross profit for the three months ended June 30, 2020, was HKD 9.95 million, compared to HKD 9.64 million for the same period in 2019, indicating a slight improvement[6]. - Basic and diluted earnings per share for the reporting period were HKD 0.23, down from HKD 0.26 for the same period in 2019[6]. - The company's profit attributable to equity holders decreased from approximately HKD 3.16 million for the three months ended June 30, 2019, to HKD 2.71 million during the reporting period, representing a decline of about 14.2%[30]. - Revenue slightly increased from approximately HKD 57.30 million for the three months ended June 30, 2019, to approximately HKD 57.33 million during the reporting period[34]. - Cost of revenue decreased by approximately HKD 0.29 million or 0.60% from approximately HKD 47.66 million to approximately HKD 47.37 million[36]. - Gross profit increased by approximately HKD 0.31 million or 3.20% from approximately HKD 9.64 million to approximately HKD 9.95 million, with a gross margin increase from 16.83% to 17.36%[37]. - Basic earnings per share for the period was HKD 0.23, compared to HKD 0.26 in the same period last year, reflecting a decline of 11.5%[24]. Dividends and Shareholder Returns - The board does not recommend the payment of dividends for the three months ended June 30, 2020, consistent with the previous year[4]. - The board of directors did not recommend the payment of dividends for the three months ended June 30, 2020[25]. Expenses and Cost Management - Administrative and other operating expenses decreased to HKD 6.12 million from HKD 6.39 million in the previous year, reflecting cost control measures[6]. - Total administrative and operating expenses were HKD 6,121,000, a decrease from HKD 6,386,000 in the previous year, representing a reduction of 4.2%[19]. - Administrative and other operating expenses decreased by approximately HKD 0.27 million or 4.23% from approximately HKD 6.39 million to approximately HKD 6.12 million[38]. - Financing costs increased to HKD 55,000 from HKD 20,000, marking a rise of 175%[20]. - Financing costs increased to approximately HKD 0.06 million during the reporting period, up from HKD 0.02 million in 2019, due to the adoption of HKFRS 16[39]. Operational Challenges and Future Outlook - The group faced challenges due to the ongoing COVID-19 pandemic and economic recession, prompting the board to implement strict safety measures to maintain project progress and revenue flow[3]. - The group continues to prepare for future project opportunities and tenders to capitalize on economic recovery[3]. - The overall business environment remains challenging due to social events, the COVID-19 pandemic, and uncertainties from the US-China trade dispute[33]. - The company plans to maintain operational efficiency and profitability while seeking potential expansion opportunities in the future[33]. Shareholding and Corporate Governance - As of June 30, 2020, Mr. Pan Zhengqiang holds 508,500,000 shares, representing 42.38% of the issued share capital[47]. - Noble Capital holds 391,500,000 shares, representing 32.63% of the issued share capital, and an additional 90,000,000 shares through equity derivatives[53]. - Alderhill Holdings Limited and Xin Lian Trust each hold 481,500,000 shares, representing 40.13% of the issued share capital[55]. - The total number of issued shares of the company as of June 30, 2020, is 1,200,000,000[51]. - The company has no foreign currency hedging policy in place at present[44]. - The company did not purchase, sell, or redeem any of its listed securities during the reporting period[58]. - The company’s board of directors confirmed compliance with the trading code and the conduct of securities transactions during the reporting period[61]. - The audit committee reviewed the quarterly performance and confirmed compliance with applicable accounting standards and GEM listing rules[65]. - The chairman and CEO roles are held by the same individual, Pan Zhengqiang, who has over 31 years of experience in the fire and pump installation services sector[64]. - The company has adhered to the corporate governance code principles, with a noted exception regarding the separation of the chairman and CEO roles[62]. - The audit committee consists of three independent non-executive directors, ensuring independent review and oversight of financial reporting[65]. - The compliance advisor's services were terminated on June 30, 2020, after being appointed on August 31, 2019[60]. - There were no competitive or conflict of interest activities reported by directors or major shareholders during the reporting period[59]. - The company has not engaged in any business that directly or indirectly competes with its operations[59]. Taxation - The group's income tax expense decreased by approximately HKD 0.08 million or 15.69% to about HKD 0.43 million for the three months ended June 30, 2019, mainly due to a reduction in taxable profits during the reporting period[41]. Impairment and Receivables - The group recorded a net impairment loss reversal of HKD 687,000 for trade receivables and contract assets, compared to a loss of HKD 422,000 in the previous year[6].

Financial Performance - The group's profit attributable to shareholders decreased by 58.17% to approximately HKD 9.60 million for the year ended March 31, 2020, compared to HKD 22.95 million in 2019[6]. - Revenue fell from approximately HKD 365.66 million for the year ended March 31, 2019, to approximately HKD 235.03 million for the year ended March 31, 2020, representing a decrease of 35.73%[15]. - The decline in profit was primarily due to the completion of most installation projects from previous years, leading to reduced installation service revenue, and delays in new projects caused by social unrest and the COVID-19 pandemic[7][14]. - The impact of external factors, including social unrest and the COVID-19 outbreak, has led to delays in obtaining and executing installation and modification projects, affecting overall profitability[15]. - Gross profit decreased by approximately HKD 18.21 million or 33.32% to about HKD 36.44 million, while gross margin increased from 14.95% to 15.51% for the same period[17]. - Administrative and other operating expenses increased by approximately HKD 2.67 million or 11.49% to about HKD 25.90 million, primarily due to increased employee costs and depreciation[18]. - Income tax expenses decreased by approximately HKD 3.05 million or 56.59% to about HKD 2.34 million due to a reduction in taxable profits[20]. - Cash and bank balances decreased significantly to approximately HKD 26.89 million from HKD 62.28 million, mainly due to changes in working capital[24]. - Total debt increased to approximately HKD 4.86 million from HKD 2.11 million, with bank borrowings at about HKD 0.86 million[25]. - The capital debt ratio improved to approximately 0.87% from 1.95%[26]. Business Strategy and Outlook - The company anticipates facing numerous opportunities and challenges due to the severe impact of social unrest and the COVID-19 pandemic on the Hong Kong economy and real estate market[8]. - The company believes its comprehensive licenses and qualifications will enable it to respond quickly to upcoming projects that can provide the best returns for shareholders during the economic recovery phase[8][13]. - The company is focused on identifying and securing upcoming engineering projects, including but not limited to fire protection services, to maximize shareholder returns[13]. - The company is committed to enhancing long-term business performance and remains optimistic about the future despite recent economic turmoil[9]. - The company has established a strong operational platform with experienced project management and engineering teams, ensuring efficient resource use and ethical business conduct[12]. - The company has a robust external network with clients, suppliers, and regulators to facilitate effective collaboration during project execution[12]. Corporate Governance - The board consists of seven directors, including three executive directors and three independent non-executive directors, with one non-executive director[146]. - The board of directors emphasizes the importance of sound corporate governance for the long-term sustainable development of the company[140]. - The company is committed to maintaining good corporate governance standards to safeguard and enhance shareholder value[141]. - The board is responsible for preparing consolidated financial statements that reflect the company's financial position and performance accurately, adhering to applicable accounting standards[188]. - The company has established a remuneration committee to review and determine the compensation of directors based on their responsibilities and performance[114]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to assist the board in fulfilling its duties[161]. - The Audit Committee consists of three members, all independent non-executive directors, and held four meetings during the fiscal year ending March 31, 2020[164]. - The Remuneration Committee reviewed the remuneration of directors and senior management, finding it fair and reasonable, and held two meetings during the fiscal year[168]. - The company has complied with all applicable corporate governance code provisions as of March 31, 2020[141]. Risk Management - The company has established a risk management framework that includes risk identification, analysis, response, control measures, and monitoring[185]. - The Board is responsible for assessing the nature and extent of risks acceptable to the group and ensuring effective risk management and internal control systems are in place[182]. - The group engaged independent professionals to evaluate its overall risk management policies and internal control systems, with no significant deficiencies reported[182]. - As of March 31, 2020, the board concluded that the risk management and internal control systems are effective and adequate, with no significant concerns identified that could impact financial performance[186]. Environmental, Social, and Governance (ESG) - The company is committed to sustainable development and has integrated environmental, social, and governance (ESG) considerations into its business strategy[199]. - The board of directors oversees and formulates the company's ESG strategy[200]. - An ESG working group has been established to collect relevant data and compile reports[200]. - The working group will regularly report to the board to assist in evaluating and identifying ESG risk management[200]. - The company has established an environmental management system and obtained ISO 14001:2004 certification to comply with applicable environmental regulations[98]. - There were no recorded violations of applicable environmental regulations that resulted in prosecution or fines during the fiscal year ending March 31, 2020[99]. Shareholder Information - The largest customer accounted for approximately 17.73% of total revenue, up from 14.85% in 2019, while the top five customers collectively represented about 51.28% of total revenue, compared to 47.22% in 2019[95]. - The company has established multiple communication channels with shareholders and investors, including annual meetings and a dedicated website for updates[196]. - The company adopted a dividend policy, with future dividends to be determined based on financial performance, working capital needs, and other relevant factors[189]. - The group did not recommend any final dividend for the fiscal year ending March 31, 2020, reflecting a cautious approach amid market conditions[82].

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 ...