Altus Holdings Limited — Proxy Solicitation & Information Statement 2018

Jul 19, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Altus Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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

ALTUS HOLDINGS LIMITED 浩德控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8149)

CONNECTED TRANSACTION GRANT OF SHARE AWARDS

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent financial adviser to

the Independent Board Committee and the Independent Shareholders

A letter from the Board (as defined herein) is set out on pages 4 to 12 of this circular. A letter from the Independent Board Committee (as defined herein) containing its advice to the Independent Shareholders (as defined herein) is set out on page 13 of this circular. A letter from Messis Capital Limited containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 25 of this circular.

A notice convening the EGM (as defined herein) to be held at The Foreign Correspondents’ Club, Hong Kong at North Block, 2 Lower Albert Road, Central, Hong Kong at 10:45 a.m. on Wednesday, 8 August 2018 (or immediately after the conclusion of the annual general meeting of the Company to be convened on the same day) is set out on pages 33 to 36 of this circular. A form of proxy for use by the Independent Shareholders at the EGM is enclosed with this circular.

Whether or not you intend to attend and vote at the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so desire.

This circular will remain on the ‘‘Latest Company Announcements’’ page of GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at www.altus.com.hk.

20 July 2018

CHARACTERISTICS OF GEM

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

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

– i –

CONTENTS

	Page
CHARACTERISTICS OF GEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . .	13
LETTER FROM MESSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33

– ii –

DEFINITIONS

In this circular, unless the content requires otherwise, the following expressions have the following meanings:

• ‘‘Articles of Association’’

• the articles of association of the Company (as amended from time to time)

• ‘‘associates’’ has the meaning ascribed to such term in the GEM Listing Rules

• ‘‘Awarded Shares’’ an aggregate of 4,800,000 Shares to be allotted and issued by the Company to the Grantees pursuant to the Share Awards

• ‘‘Board’’ the board of Directors

• ‘‘Company’’

• Altus Holdings Limited（浩德控股有限公司）, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM of the Stock Exchange (Stock Code: 8149)

• ‘‘connected person’’

has the meaning ascribed to under the GEM Listing Rules

• ‘‘Deed(s)’’

the deeds of grant dated 25 June 2018 entered into between the Company and each of the Grantees who are employees of the Group

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Duration’’

the period whereby the Share Awards shall be valid and effective with effect from the Effective Date until the earlier of 31 December 2021, or such date of early termination as determined by the Board

• ‘‘EGM’’

the extraordinary general meeting of the Company to be convened and held at The Foreign Correspondents’ Club, Hong Kong at North Block, 2 Lower Albert Road, Central, Hong Kong at 10:45 a.m. (or immediately after the conclusion of the annual general meeting of the Company to be convened on the same day) on Wednesday, 8 August 2018 to consider and, if appropriate, to approve the resolutions contained in the EGM Notice which is set out on pages 33 to 36 of this circular, or any adjournment thereof

– 1 –

DEFINITIONS

• ‘‘EGM Notice’’ the notice convening the EGM as set out on pages 33 to 36 of this circular

• ‘‘Effective Date’’ the date on which the Share Awards become unconditional upon the fulfillment of the conditions set out in the Deeds

• ‘‘GEM’’ GEM of the Stock Exchange

• ‘‘GEM Listing Rules’’ The Rules Governing the Listing of Securities on GEM

• ‘‘Grantee(s)’’ the party(ies) being granted with the Share Awards by the Company under the Deeds

• ‘‘Group’’ the Company and its subsidiaries from time to time

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Independent Board Committee’’ the independent committee of the Board, comprising the independent non-executive Directors, namely Mr. Chao Tien Yo, Mr. Chan Sun Kwong and Mr. Lee Shu Yin, established for the purpose of advising the Independent Shareholders in respect of the Deeds and the Specific Mandate

• ‘‘Independent Shareholders’’ Shareholders who are not required to abstain from voting on the resolutions to be proposed at the EGM under the Articles of Association and the GEM Listing Rules

• ‘‘Independent Third Parties’’ persons or entities who/which are not connected persons within the meaning of the GEM Listing Rules

• ‘‘Issue Dates’’

• the dates of allotment and issue of the Awarded Shares

• ‘‘Lapse’’

• the event where the entitlement to any Awarded Shares, to the extent not already vested, is lapsed

• ‘‘Latest Practicable Date’’

• 18 July 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

– 2 –

DEFINITIONS

‘‘Messis’’ Messis Capital Limited, a licensed corporation permitted to engage in types 1 and 6 of the regulated activities under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Deeds and the Specific Mandate ‘‘Ms. Khoo’’ Ms. Khoo Wing Pui Charlotte, an executive director of a wholly-owned subsidiary of the Group and a Grantee ‘‘Mr. Tam’’ Mr. Tam Ho Kei Leo, an assistant director of a whollyowned subsidiary of the Group and a Grantee ‘‘SFO’’ the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) ‘‘Shares’’ ordinary shares in the share capital of the Company with a nominal value of HK$0.01 each ‘‘Share Awards’’ the award of the Awarded Shares pursuant to the Deeds ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Specific Mandate’’ the specific mandate to be sought from the Independent Shareholders at the EGM for the allotment and issue of the Awarded Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Vesting Date(s)’’ the specific date(s) set out in the Deeds on which the Share Awards shall be vested ‘‘HK$’’ Hong Kong Dollar, being the lawful currency of Hong Kong ‘‘%’’ per cent.

– 3 –

LETTER FROM THE BOARD

ALTUS HOLDINGS LIMITED 浩德控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8149)

Executive Directors: Mr. Arnold Ip Tin Chee (Chairman) Mr. Chang Sean Pey Ms. Leung Churk Yin Jeanny

Independent non-executive Directors: Mr. Chao Tien Yo Mr. Chan Sun Kwong Mr. Lee Shu Yin

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: 21 Wing Wo Street Central Hong Kong

To the Shareholders

20 July 2018

Dear Sir/Madam,

CONNECTED TRANSACTION GRANT OF SHARE AWARDS

INTRODUCTION

On 25 June 2018, the Company entered into the Deeds with two employees of the Group, pursuant to which the Company granted Share Awards to such employees for the purposes of recognising and rewarding their contributions, as well as retaining and motivating them for the continual operation and development of the Group.

One of the Grantees is an executive director of a wholly-owned subsidiary of the Group, and is regarded as a connected person of the Company at the subsidiary level. Accordingly, such grant of Share Awards constituted a connected transaction under the GEM Listing Rules and is subject to reporting, announcement, independent financial advice and shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

– 4 –

LETTER FROM THE BOARD

None of the Directors has a material interest in such Share Awards and therefore no Director was required to abstain from voting on the board resolution approving the grant of Share Awards. As far as the Directors are aware, as at the Latest Practicable Date, Mr. Tam, the Grantee held 330,000 Shares and is required to abstain from voting at the EGM. Saved as disclosed above, no Shareholder is required to abstain from voting on the resolutions for the approval of the Deeds and the granting of the Specific Mandate at the EGM.

The Independent Board Committee has been established to consider the Deeds and the Specific Mandate. Messis has been appointed by the Company as its independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the above matters.

The purpose of this circular is to provide you with details of the Deeds and the Specific Mandate and to seek your approval of the ordinary resolutions set out in the EGM Notice on pages 33 to 36 of this circular. The recommendation of the Independent Board Committee to the Independent Shareholders in respect of the Deeds and the Specific Mandate is set out on page 13 of this circular. The letter from Messis to the Independent Board Committee and the Independent Shareholders containing its advice in relation to the Deeds and the Specific Mandate is set out on pages 14 to 25 of this circular.

PRINCIPAL TERMS OF THE DEEDS

The Deeds

Set out below are the particulars of the Deeds:

1. Date and parties

Date: 25 June 2018

Deed A

Parties:

The Company, the grantor Ms. Khoo, the grantee

Ms. Khoo is an executive director of a wholly-owned subsidiary of the Group, and is regarded as a connected person of the Company at the subsidiary level.

– 5 –

LETTER FROM THE BOARD

Deed B

Parties:

The Company, the grantor Mr. Tam, the grantee

Mr. Tam, an assistant director of a wholly-owned subsidiary of the Group, is an employee and Independent Third Party.

2. Purpose

The Share Awards have been granted in order to recognise and reward the contributions made by the Grantees and to retain and motivate them for the continual operation and development of the Group.

3. Duration

Subject to the terms of the Deed, the vesting period whereby the Share Awards shall be valid and effective until the earlier of 31 December 2021; or on such date of early termination as determined by the Board, provided that such termination shall not affect any subsisting rights of the Grantees under the Share Awards.

4. Administration

The Share Awards shall be subject to the administration of the Board in accordance with the Deeds. The Company shall comply with all applicable disclosure requirements in relation to the administration of the Share Awards, including without limitation those imposed by the GEM Listing Rules from time to time.

5. Conditions

The grant of the Share Awards is conditional upon (i) the Company having obtained the approval of the Stock Exchange for the listing of, and permission to deal in, the Awarded Shares; (ii) the passing of the ordinary resolutions by the Shareholders at the EGM to, among other things, (aa) approve the Deeds and the transactions contemplated thereunder; and (bb) grant the Specific Mandate; and (iii) the Grantees having obtained all necessary consents and approvals that may be required to enable him/her to accept the Share Awards.

– 6 –

LETTER FROM THE BOARD

If the conditions precedent set out above are not satisfied on or before 31 December 2018, the Deeds shall forthwith be terminated and the Grantees shall not be entitled to any rights or benefits or be under any obligations under or in respect of the Deeds. At the time of entering into the Deeds, the Company took a conservative view on the duration that may be required to prepare/process the subject matter and, has therefore built in ample time for the satisfaction of the conditions precedent up to 31 December 2018. As the EGM is expected to be held on 8 August 2018, the conditions precedent are anticipated to be satisfied within one month after passing the relevant resolutions by the Shareholders at the EGM.

6. Vesting and allotment of Shares

Upon vesting, each of the Grantees will have an unconditional right to obtain the Awarded Shares. Vesting will take place in stages over the Duration, on the specific Vesting Dates and in the proportions as set out below in the relevant Deeds. Each of the Grantees is entitled to the rights in the same proportion and on the same date.

Tranche	Vesting Date	Proportion of Share Awards to be Vested
1	31 December 2019	1,120,000 Awarded Shares, representing
		approximately 46.66% of the Share Awards
2	31 December 2020	640,000 Awarded Shares, representing
		approximately 26.67% of the Share Awards
3	31 December 2021	640,000 Awarded Shares, representing
		approximately 26.67% of the Share Awards

The Grantees shall take procedures as are reasonably required by the Company to effect the allotment and issue of the Awarded Shares. The Company shall allot and issue the Awarded Shares on the Issue Dates.

The Awarded Shares to be issued and allotted to the Grantees shall rank pari passu in all respects with the fully paid Shares in issue on the relevant Issue Date. The Awarded Shares entitle the Grantees to participate in all cash income or other distributions paid or made after the relevant Issue Date, but not in any cash income or distributions previously declared, recommended to be paid or made before the relevant Issue Date.

– 7 –

LETTER FROM THE BOARD

7. Adjustments

In the event of any alteration in the capital structure of the Company whilst any part of the Share Awards remain outstanding, whether by way of capitalisation of profits or reserves, rights issue or other offer of securities to its Shareholders (including any securities convertible into share capital or warrants or options to subscribe for any share capital of the Company), consolidation, subdivision or reduction of the share capital of the Company (excluding any alteration in the capital structure of the Company as a result of an issue of Shares pursuant to, or in connection with, any share option scheme, share appreciation rights scheme or any arrangement for remunerating or incentivising any employee, consultant or adviser to the Company or any employee, consultant or adviser to the Group) or in the event of any distribution of the Company’s legal assets to its Shareholders on a pro rata basis (whether in cash or in specie) other than dividends paid out of the net profits attributable to its Shareholders for each financial year of the Company (each an ‘‘Adjustment Event’’), then, in any such case (other than in the case of capitalisation of profits or reserves), the Company shall, prior to the relevant Issue Date, inform the Grantees in writing of (i) the Adjustment Event(s) which have occurred on or prior to the relevant Issue Date; and (ii) the adjustment to be made to the number of Awarded Shares to be allotted on the relevant Issue Date subject to the Award (‘‘Adjustment’’), provided that:

• (a) no Adjustment shall be made if the effect of which would increase the proportion of the issued share capital of the Company for which the relevant Grantee would have been entitled had all outstanding and unvested Awarded Shares become vested immediately prior to such Adjustment to more than 0.3% of the then issued share capital of the Company; and

• (b) the issue of Shares as consideration in a transaction shall not be regarded as a circumstance requiring any Adjustment.

– 8 –

LETTER FROM THE BOARD

8. Lapse

In the event that any one or more of the following events shall occur whilst any part of the Share Awards remains outstanding, the Share Awards, to the extent not already vested, shall automatically lapse forthwith and all the unvested Awarded Shares shall be deemed to be forfeited:

• (a) the Grantee ceases to be an employee of a member of the Group;

• (b) the death of the Grantee;

• (c) the Grantee has committed any act of fraud or dishonesty or serious misconduct;

• (d) the Grantee has been convicted of any criminal offence;

• (e) the Grantee has become bankrupt or insolvent.

9. Alteration

The Share Awards may be altered in any respect by a resolution by Shareholders at general meeting provided that no such alteration shall operate to affect adversely the terms of the Share Awards and the subsisting rights of the Grantees prior to such alteration unless consent in writing of the Grantees is obtained.

MAXIMUM NUMBER OF AWARDED SHARES TO BE ISSUED UNDER THE SPECIFIC MANDATE AND THE LISTING APPLICATION

The total number of Awarded Shares which may be issued and allotted to the Grantees by the Company pursuant to the Share Awards under the Specific Mandate shall not in aggregate exceed 4,800,000 new Shares throughout the entire Duration, representing 0.6% of the issued share capital of the Company as at the Latest Practicable Date.

– 9 –

LETTER FROM THE BOARD

The table below illustrates the shareholding of the Company as at the Latest Practicable Date and assuming all the Awarded Shares have been issued to the Grantees:

Name of Shareholders Flying Castle Limited (Note) Ms. Khoo Public Shareholders: Mr. Tam Other public Shareholders Sub-total Total	As at the Latest Practicable Date No. of Shares Approximate percentage of the total issued share capital % 600,000,000 75.00 – – 330,000 0.04 199,670,000 24.96 200,000,000 25.00 800,000,000 100.00	Assuming all the Awarded Shares have been issued to the Grantees No. of Shares Approximate percentage of the total issued share capital % 600,000,000 74.55 2,400,000 0.30 2,730,000 0.34 199,670,000 24.81 202,400,000 25.15 804,800,000 100.00	Assuming all the Awarded Shares have been issued to the Grantees No. of Shares Approximate percentage of the total issued share capital % 600,000,000 74.55 2,400,000 0.30 2,730,000 0.34 199,670,000 24.81 202,400,000 25.15 804,800,000 100.00
			25.15
			100.00

Note: Kinley-Hecico Holdings Limited (‘‘KHHL’’) is deemed to be interested in the Company through its whollyowned subsidiary Flying Castle Limited. KHHL is owned as to 20.0% by Ms. Chan Kit Lai, Cecilia (‘‘Ms. Chan’’) and as to 80.0% by Landmark Trust Switzerland SA (the ‘‘Trustee’’) on behalf of The Hecico 1985 Trust, of which Ms. Chan is the founder and Mr. Arnold Ip Tin Chee, Chairman and Executive Director and Ms. Lam Ip Tin Wai Chyvette (‘‘Ms. Ip’’) are beneficiaries. By virtue of the SFO, the Trustee, Ms. Chan, Mr. Ip and Ms. Ip are deemed to be interested in all the Shares held by KHHL.

For the avoidance of doubt, the Awarded Shares shall be issued for cash at par to be borne by the Company.

The Company shall comply with the applicable GEM Listing Rules upon issuing the Awarded Shares.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Awarded Shares to be issued.

REASONS FOR AND BENEFITS OF THE GRANT OF SHARE AWARDS

As described in the 2018 annual report of the Company, the Group will continue to develop the Group’s corporate finance advisory capacity. With this background, selected employees of the Group have been identified for the purposes of recognising and rewarding their contributions, in particular, in supervising and leading the execution of corporate finance projects, in training junior staff, clients’ relationship management and project origination, as well as retaining and motivating them for the continual operation and development of the Group. The Directors believe that the Group achieved corporate finance revenue of approximately HK$36.5 million for the year ended 31 March 2018 was partly attributable to the efforts of the senior management of the Group as well as the aforesaid contributions made by the Grantees.

– 10 –

LETTER FROM THE BOARD

Given that the Company is a listed company, the Board believes such status has enabled us to grant Share Awards as an additional means to structure remuneration package for staff retention. The Board also considers the grant of Share Awards under the Deeds as part of an incentive bonus for such employees of the Group, which is in the ordinary and usual course of business of the Group and on normal commercial terms.

Notwithstanding that one of the Grantees is an executive director of a wholly-owned subsidiary of the Group, and is regarded as a connected person of the Company at the subsidiary level, the terms of each of the Deeds entered into with each of the Grantees (including another employee who is an Independent Third Party) are identical. In view of the qualifications and corporate finance experience of the Grantees (both are qualified accountants, have over three years of corporate finance experience with the Group, and are licensed to carry out Type 6 (advising on corporate finance) regulated activity as responsible officer under the Securities and Futures Ordinance), Ms. Khoo is also a principal of Altus Capital Limited, a wholly-owned subsidiary of the Company, for sponsorship works, and the remuneration packages offered in the market for similar level of experienced talents, the Board is of the view that the incentive bonus to be provided under the Deeds together with the remuneration package currently offered to each of the Grantees will help the Group towards incentivising and retaining such talents.

Taking into account the above, the Board is of the view that the granting of the Deeds and the terms of the Deeds and the Specific Mandate are fair and reasonable and are in the interests of the Shareholders as a whole.

INFORMATION OF THE GROUP

The Company is, through its operating subsidiaries, principally engaged in (i) the provision of corporate finance in Hong Kong, primarily it offers sponsorship, financial advisory and compliance advisory services to clients; and (ii) property investment in Japan and Hong Kong.

GEM LISTING RULES IMPLICATIONS

Ms. Khoo is an executive director of a wholly-owned subsidiary of the Group, and is regarded as a connected person of the Company at the subsidiary level. Accordingly, the grant of Share Awards under the Deed constituted a connected transaction under the GEM Listing Rules and is subject to reporting, announcement, independent financial advice and shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

EGM

A notice convening the EGM to be held at The Foreign Correspondents’ Club, Hong Kong at North Block, 2 Lower Albert Road, Central, Hong Kong at 10:45 a.m. on Wednesday, 8 August 2018 (or immediately after the annual general meeting of the Company convened on the same day) is set out on pages 33 to 36 of this circular. At the EGM, ordinary resolutions will be proposed for the Independent Shareholders to consider and, if thought fit, to approve the Deeds and the Specific Mandate.

– 11 –

LETTER FROM THE BOARD

The ordinary resolutions to be proposed at the EGM will be determined by way of poll by the Independent Shareholders.

For determining the entitlement to attend and vote in the EGM, the transfer books and register of members of the Company will be closed from Friday, 3 August 2018 to Wednesday, 8 August 2018, both dates inclusive. During such period, no share transfers will be effected. In order to qualify for attending the EGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Thursday, 2 August 2018.

A form of proxy for use in connection with the EGM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong and in any event not later than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish.

RECOMMENDATION

The Independent Board Committee, having taken into account the advice of Messis, is of the opinion that the Deeds have been entered into in the ordinary and usual course of the business of the Group and are based on normal commercial terms, and the terms of the Deeds and the Specific Mandate are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Deeds and the Specific Mandate at the EGM.

GENERAL

Your attention is drawn to (i) the letter from the Independent Board Committee, (ii) the letter from Messis and (iii) the additional information set out in the appendix to this circular and the EGM Notice.

By Order of the Board Altus Holdings Limited Arnold Ip Tin Chee Chairman and Executive Director

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

ALTUS HOLDINGS LIMITED 浩德控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8149)

20 July 2018

Dear Independent Shareholders,

CONNECTED TRANSACTION GRANT OF SHARE AWARDS

We refer to the circular of the Company dated 20 July 2018 (the ‘‘Circular’’) of which this letter forms a part. Terms defined in the Circular bear the same meanings herein unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to advise you in respect of the fairness and reasonableness of the Deeds and the Specific Mandate. Messis has been appointed as the independent financial adviser to advise us and the Independent Shareholders in this regard.

Having taken into account the advice of Messis, including the reasons to and benefits of the Deeds, we are of the opinion that the Deeds have been entered into in the ordinary and usual course of the business of the Group and are based on normal commercial terms, and the terms of the Deeds and the Specific Mandate are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, we would advise the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Deeds and the Specific Mandate at the EGM.

We also draw the attention of the Independent Shareholders to (i) the letter from the Board, (ii) the letter from Messis, and (iii) the appendix to the Circular.

Yours faithfully,

For and on behalf of the

Independent Board Committee

Chao Tien Yo	Chan Sun Kwong	Lee Shu Yin
Independent non-executive	Independent non-executive	Independent non-executive
Director	Director	Director

– 13 –

LETTER FROM MESSIS

The following is the text of a letter from the independent financial adviser in connection with the advice to the Independent Board Committee and the Independent Shareholders prepared for the purpose of inclusion in this circular.

==> picture [242 x 46] intentionally omitted <==

20 July 2018

To: The Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION GRANT OF SHARE AWARDS

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the grant of Share Awards to certain employees of the Group, details of which are set out in the letter from the Board (the ‘‘Board Letter’’) contained in the circular of the Company to the Shareholders dated 20 July 2018 (the ‘‘Circular’’), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

On 25 June 2018, the Company entered into the Deeds with two employees of the Group, pursuant to which the Company proposed to grant Share Awards to such employees for the purposes of recognising and rewarding their contributions, in particular, in supervising and leading the execution of corporate finance projects, clients’ relationship management and project origination, as well as retaining and motivating them for the continual operation and development of the Group. The Awarded Shares will be issued to the Grantees under the Specific Mandate.

One of the Grantees is an executive director of a wholly-owned subsidiary of the Group, and is regarded as a connected person of the Company at the subsidiary level (the ‘‘Connected Grantee’’). Accordingly, such grant of Share Awards constituted a connected transaction under the GEM Listing Rules and is subject to reporting, announcement, independent financial advice and shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

– 14 –

LETTER FROM MESSIS

The Independent Board Committee (comprising the independent non-executive Directors namely Mr. Chao Tien Yo, Mr. Chan Sun Kwong and Mr. Lee Shu Yin) has been established to consider the Deeds and the Specific Mandate. We, Messis Capital Limited, have been appointed by the Company as its independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

As at the Latest Practicable Date, we did not have any relationships with or interests in the Company or any other parties that could reasonably be regarded as relevant to our independence. Apart from normal professional fees payable to us in connection with this appointment as the independent financial adviser, no arrangement exists whereby we will receive any fees or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence. During the past two years, we have not acted as the independent financial adviser to the Company’s other transactions. We are independent from the Company pursuant to Rule 17.96 of the GEM Listing Rules.

BASIS OF OUR ADVICE AND RECOMMENDATIONS

In arriving at our recommendations, we have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Company, the Directors and the management of the Company. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information and representations which have been provided by the Company, the Directors and the management of the Company for which they are solely and wholly responsible, are true and accurate at the time they were made and will continue to be accurate as at the Latest Practicable Date. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the management of the Company.

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

– 15 –

LETTER FROM MESSIS

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any material facts or circumstances which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. We have not, however, carried out any independent verification of the information provided by the Company, the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group and any parties in relation to the grant of Share Awards.

This letter is issued for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Share Awards. Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendations to the Independent Board Committee and the Independent Shareholders, we have considered the following principal factors and reasons:

1. Background information of the Group

The Company is, through its operating subsidiaries, principally engaged in (i) the provision of corporate finance services in Hong Kong, primarily it offers sponsorship, financial advisory and compliance advisory services to clients; and (ii) property investment in Japan and Hong Kong.

– 16 –

LETTER FROM MESSIS

The table below sets out (i) the key financial information of the Group and (ii) the key operating information of the corporate finance services segment of the Group for the two years ended 31 March 2018 as extracted from the Company’s annual report for the year ended 31 March 2018 (the ‘‘Annual Report’’).

	For the year ended 31 March	For the year ended 31 March
	2018	2017
	(Audited)	(Audited)
	HK$’000	HK$’000
Revenue	70,961	51,761
Profit for the year	26,865	13,048
Corporate finance services segment
Segment revenue	36,476	27,233
Segment result	24,210	11,106

The Group’s revenue increased by 37.1% from approximately HK$51.8 million for the year ended 31 March 2017 (‘‘FY2017’’) to approximately HK$71.0 million for the year ended 31 March 2018 (the ‘‘FY2018’’) mainly as a result of strong performance from both the corporate finance services segment and the property investment segment of the Group. Corporate finance services is the larger operating segment of the Group, which contributed approximately 52.6% and 51.4% of total revenue of the Group for the two years ended 31 March 2018, respectively.

For the corporate finance services segment, the revenue increased from HK$27.2 million for FY2017 to HK$36.5 million in FY2018, representing an increase of approximately 34.2%. The increase was mainly attributable to the increase in sponsorship revenue from HK$13.1 million for FY2017 to HK$25.0 million in FY2018 due to (i) higher number of active engagements during FY2018 of 11 compared with six in FY2017; and (ii) achievement of more billing milestones for these projects. For the property development segment, the revenue increased from approximately HK$24.5 million for FY2017 to approximately HK$34.5 million in FY2018, representing an increase of approximately 40.8%, which was mainly attributable to increase of the Group’s property investment portfolio during FY2018.

– 17 –

LETTER FROM MESSIS

2. Background information of the Grantees

According to the Annual Report, the Connected Grantee joined the Group in September 2011 and has been appointed as an executive director of Altus Capital Limited (‘‘Altus Capital’’), a wholly-owned subsidiary of the Group, since 25 June 2018. She is licensed to carry out Type 6 (advising on corporate finance) regulated activity as a responsible officer of Altus Capital under the SFO and Type 1 (dealing in securities) regulated activity as a licensed representative of Altus Investments Limited under the SFO. She is also a principal of Altus Capital as sponsors to applicants who apply for listing on the Stock Exchange. She is a certified public accountant of the Hong Kong Institute of Certified Public Accountants.

Also according to the Annual Report, the other independent Grantee, joined the Group in September 2014 and currently served as an assistant director of Altus Capital. He is licensed to carry out Type 6 (advising on corporate finance) regulated activity as a responsible officer of Altus Capital under the SFO and Type 1 (dealing in securities) regulated activity as a licensed representative of Altus Investments Limited under the SFO. He is a certified public accountant of the Hong Kong Institute of Certified Public Accountants.

3. Reasons for and benefits of the Share Awards

As set out in the Annual Report, the Group will continue to develop the Group’s corporate finance advisory capacity. With this background, selected employees of the Group have been identified for the purposes of recognising and rewarding their contributions, as well as retaining and motivating them for the continual development of the Group. The Board considered the grant of Share Awards under the Deeds as part of an incentive bonus for such employees of the Group, which was in the ordinary and usual course of business of the Group and on normal commercial terms.

As advised by the Directors, we are given to understand that the Grantees have served the Group for a period of time, in particular, they have made unique contributions to the Group during their years of service. The duties of the Grantees include, among others, supervising and leading the execution of corporate finance projects, clients’ relationship management and project origination. The Connected Grantee also works with the executive management of the Group on talent cultivation and continuous enhancement of the practices and processes of the Group. The Directors consider that the past performance and commitment of the Grantees are one of the drivers on the Group’s improving performance in the corporate finance services segment during the past years. In view of the qualifications and corporate finance experience of the Grantees (both are qualified accountants and have over three years of corporate finance experience with the Group, and are licensed to carry out Type 6 (advising on corporate finance) regulated activity as responsible officer under the Securities and Futures Ordinance), Ms. Khoo is also a principal of Altus Capital for sponsorship works, and the remuneration packages offered in the market for similar level of experienced talents, the Board is of the view that the incentive bonus to be provided under the Deeds together with the remuneration package currently offered to the Grantees will help the Group towards incentivising and retaining such talents.

– 18 –

LETTER FROM MESSIS

As advised by the Directors, the Board had also considered other means of remuneration to the Grantees, including cash bonuses and grant of share options. The Board concluded that granting of Share Awards is the preferred option because (i) cash bonuses would require cash outflow which may impose a negative impact on the Group’s cash flow position; (ii) grant of share options requires the payment of considerable amount of exercise monies by the Grantees, which is a less attractive option to serve the purpose of providing incentives and rewards to the Grantees; and (iii) the Grantees have already made significant contributions to the Group’s historical developments and the recent successes of the Group. As the Board considered the grant of Share Awards serves to be an incentive to the Grantees to achieve higher returns to the Company, the proposed grant of Share Awards is in the interests of the Company and the Shareholders as a whole.

Having considered that (i) it is one of the means to achieve the Group’s objectives to retain and motivate its employees through granting incentives; (ii) the Grantees had vast contributions to the Group; and (iii) the grant of Share Awards is an appropriate means, we concur the views of the Directors that the Share Awards is conducted under the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

4. Principal terms of the Deeds

Set out below are the principal terms of the Deeds entered by the Company on 25 June 2018 with the Grantees. Further details of the Deeds are set out in the Board Letter.

The Deeds

Deed A Parties: The Company, the grantor Ms. Khoo, the grantee

Ms. Khoo is an executive director of a wholly-owned subsidiary of the Group, and is regarded as a connected person of the Company at the subsidiary level.

Deed B

Parties: The Company, the grantor Mr. Tam, the grantee

Mr. Tam, an assistant director of a wholly-owned subsidiary of the Group, is an employee and Independent Third Party.

– 19 –

LETTER FROM MESSIS

Duration

Subject to the terms of the Deed, the vesting period whereby the Share Awards shall be valid and effective until the earlier of 31 December 2021; or on such date of early termination as determined by the Board, provided that such termination shall not affect any subsisting rights of the Grantees under the Share Awards.

Vesting and allotment of Shares

Upon vesting, each of the Grantees will have an unconditional right to obtain the Awarded Shares. Vesting will take place in stages over the Duration, on the specific Vesting Dates and in the proportions as set out below in the relevant Deeds. Each of the Grantees is entitled to the rights in the same proportion and on the same date.

Tranche	Vesting Date	Proportion of Share Awards to be Vested
1	31 December 2019	1,120,000 Awarded Shares, representing
		approximately 46.66% of the Share Awards
2	31 December 2020	640,000 Awarded Shares, representing
		approximately 26.67% of the Share Awards
3	31 December 2021	640,000 Awarded Shares,representing
		approximately 26.67% of the Share Awards

The Grantees shall take procedures as are reasonably required by the Company to effect the allotment and issue of the Awarded Shares. The Company shall allot and issue the Awarded Shares on the Issue Dates.

The Awarded Shares to be issued and allotted to the Grantees shall rank pari passu in all respects with the fully paid Shares in issue on the relevant Issue Date. The Awarded Shares entitle the Grantees to participate in all cash income or other distributions paid or made after the relevant Issue Date, but not in any cash income or distributions previously declared, recommended to be paid or made before the relevant Issue Date.

– 20 –

LETTER FROM MESSIS

Lapse

In the event that any one or more of the following events shall occur whilst any part of the Share Awards remains outstanding, the Share Awards, to the extent not already vested, shall automatically lapse forthwith and all the unvested Awarded Shares shall be deemed to be forfeited:

• (a) the Grantee ceases to be an employee of a member of the Group;

• (b) the death of the Grantee;

• (c) the Grantee has committed any act of fraud or dishonesty or serious misconduct;

• (d) the Grantee has been convicted of any criminal offence;

• (e) the Grantee has become bankrupt or insolvent.

Future details of the Deeds are set out in the Board Letter.

4.1 Evaluation on the terms of the Deeds

To access the fairness and reasonableness of the principal terms of the Deeds, we have compared relevant terms of award shares recently granted by other companies whose shares are listed on the Stock Exchange. In selecting samples for comparison purpose, we targeted on those transactions which (i) were grant of award shares to their respective employees and/or directors; (ii) the awardee(s) included connected person(s); and (iii) were announced three months immediately before the date of the Deeds (i.e. 25 March 2018 to 25 June 2018). We considered that the length of the aforesaid period is a time span for our analysis which covers sufficient number of comparable companies to reflect the current practice in the market in respect of the grant of award shares. Under these criteria, we have identified eight transactions (the ‘‘HK Comparables’’) and their terms are set out in the table below. The list of HK Comparables is an exhaustive list and we considered that the HK Comparables are fair and representative samples.

– 21 –

LETTER FROM MESSIS

				Percentage of
				total number of
				award shares to
				total number of
				shares in issue on
Company	Date of	(i)	Awardee(s);	the date of		Vesting period
(Stock Code)	Announcement	(ii)	Share type	announcement	Vesting date/period	(no. of years)
				(Approx.)		(Approx.)
Fosun International Limited	28 March 2018	(i)	70 awardees, including	0.06%	33% on 28 March 2019	1-3
(656)			21 connected persons;		33% on 28 March 2020
					34% on 28 March 2021
		(ii)	new shares
Global Energy Resources	13 April 2018	(i)	4 awardees, including	24.25%	Vest upon satisfaction of	Up to 5
International Group Limited			3 connected persons;		several conditions relating to
(‘‘Global Energy’’) (8192)					turnover, EBITDA and
		(ii)	new shares		market capitalisation (Note 1)
Hengdeli Holdings Limited	16 April 2018	(i)	4 awardees, including	0.02%	20 April 2018	0
(3389)			2 connected persons;
		(ii)	existing shares
Shangri-La Asia Limited (69)	17 April 2018	(i)	5 awardees, including	0.04%	Vest immediately	0
			2 connected persons;
		(ii)	existing shares
NetDragon Websoft Holdings	19 April 2018	(i)	8 awardees, including	0.48%	No available information	No available
Limited (‘‘NetDragon’’) (777)			1 connected person;	(Note 2)		information
		(ii)	existing shares
Samsonite International S.A.	20 April 2018	(i)	12 awardees who are	Up to 0.34%	Performance-based:	Performance-
(‘‘Samsonite’’) (1910)			connected persons;	(Note 3)	Three years after	based: 3
					the grant date only	Time-based:
		(ii)	new shares		upon achievement of	1-3
					pre-established cumulative
					performance goals
					Time-based:
					Vest pro rata over a
					three year period on each
					anniversary of the grant date
Tang Palace (China)	7 May 2018	(i)	1 awardee who is	0.29%	Vest immediately	0
Holdings Limited (1181)			connected person;
		(ii)	new shares
Alibaba Pictures Group Limited	21 May 2018	(i)	328 awardees, including	0.37%	No available information	No available
(‘‘Ali Pictures’’) (1060)			2 connected persons;	(Note 4)		information
		(ii)	new and existing shares
The Company (8149)	25 June 2018	(i)	2 awardees, including	0.6%	approximately 46.66% on	1-3
			1 connected person;		31 December 2019
					approximately 26.67% on
		(ii)	new Shares		31 December 2020
					approximately 26.67% on
					31 December 2021

Source: the website of the Stock Exchange

– 22 –

LETTER FROM MESSIS

Notes:

1. For details of the vesting condition of the share awards scheme, please refer to the announcement of Global Energy dated 13 April 2018.

2. The calculation is based on the total number of awarded shares of 2,574,400 and the total number of shares of NetDragon in issue of 533,334,391 as at 19 April 2018.

3. The calculation is based on the total number of restricted share units of up to 4,909,369 and the total number of shares of Samsonite in issue of 1,424,692,795 as at 20 April 2018.

4. The calculation is based on the total number of awarded shares of 94,378,600 and the total number of shares of Ali Pictures in issue of 25,469,703,910 as at 21 May 2018.

We noted from the above table that (i) the award shares were primarily set to vest in tranches either by times based and/or performance based and (ii) the vesting periods of the award shares granted by the comparable companies ranged from immediate vesting to up to five years after grant. As the Share Awards are to be vested by the Grantees in three tranches over a vesting period of 3 years, we considered that the vesting conditions of the Share Awards is in line with normal market practice.

We have also obtained and reviewed correspondences between the Company and two independent third-party human resources consulting firms, namely Inspire Executive Limited (trading as Cornerstone Global Partners) and Anywhere Everywhere Six Degrees Link Limited, which indicated to us that the annual remuneration of the Grantees (together with the Share Awards) is justifiable. In addition, sourced from a number of career information website, namely efinancialcareers.com and payscale.com, we note that the annual remuneration package (including base salary and bonus) for personnel who are in similar position of the Grantees ranged from approximately HK$0.5 million to HK$3.0 million, which renders the total annual remuneration package of the Grantees, taking into account the market value of the Share Awards, to be within the indicated range, we therefore consider that the annual remuneration (including the Share Awards) of the Grantees matches with the market level in terms of similar job title and background in investment banking industry of Hong Kong.

– 23 –

LETTER FROM MESSIS

Moreover, the terms of each of the Deeds entered into with each of the Grantees (including another employee who is an independent third party) are identical. Having considered that there is no difference on the vesting conditions of the Share Awards granted to the Connected Grantee and to the other independent Grantee, we consider the terms of the Share Awards to be granted to the Connected Grantee are no more favourable than those as offered by the Company to other independent third party.

Having considered that (i) the principal terms of the Deeds is in line with the market practice; (ii) the remuneration package of the Grantees (taking into account the Share Awards) fell within the corresponding market expected range; and (iii) the terms of the Share Awards granted to the Connected Grantee is the same as the other independent Grantee, we concur the views of the Directors that the terms of the Deeds are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

5. Effect of the issue of the Awarded Shares on the shareholding structure of the Company

The total number of Awarded Shares which may be issued and allotted to the Grantees by the Company pursuant to the Share Awards under the Specific Mandate shall not in aggregate exceed 4,800,000 new Shares throughout the entire Duration, representing 0.6% of the issued share capital of the Company as at the Latest Practicable Date.

According to the Board Letter, immediately after the allotment and issue of the Awarded Shares, the shareholding of the existing public Shareholders (including Mr. Tam) will be increased from approximately 25.00% to 25.15%. Having considered (i) such incremental effect on the shareholding of the existing public Shareholders; and (ii) the reasons for and benefits of the Share Awards as elaborated above, we consider such effect on the shareholding of the existing public Shareholders to be reasonable.

– 24 –

LETTER FROM MESSIS

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the view that (i) the Share Awards is conducted under the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole; and (ii) the terms of the Deeds and the Specific Mandate are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of the relevant resolutions to be proposed at the EGM to approve the Deeds and the Specific Mandate.

Yours faithfully, For and on behalf of Messis Capital Limited Vincent Cheung Managing Director

Note: Mr. Vincent Cheung is a licensed person registered with the Securities and Future Commission of Hong Kong and regarded as a responsible officer of Messis Capital Limited to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and has over 10 years of experience in corporate finance industry.

– 25 –

GENERAL INFORMATION

APPENDIX

1 RESPONSIBILITY STATEMENT

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

2 DISCLOSURE OF INTERESTS

(a) Interests of Directors

As at the Latest Practicable Date, the interests and short positions, if any, of each Director and chief executive of the Company in the Shares, underlying shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors and chief executives were deemed or taken to have under such provisions of the SFO), or which were required to be and are recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies adopted by the Company (the ‘‘Model Code’’) were as follows:

Interest or short position in the Shares:

			Approximate
			percentage of
			the total issued
		Number of	share capital of
		Shares interested	the Company
Name of Director	Notes	(Note 3)	%
Mr. Arnold Ip Tin Chee	1	600,000,000 (L)	75.0
(‘‘Mr. Ip’’)		37,800,000 (S)	4.7
Mr. Chang Sean Pey	2	24,900,000 (L)	3.1
(‘‘Mr. Chang’’)
Ms. Leung Churk Yin Jeanny	2	12,900,000 (L)	1.6
(‘‘Ms. Leung’’)

– 26 –

GENERAL INFORMATION

APPENDIX

Notes:

1. Kinley–Hecico Holdings Limited (‘‘KHHL’’) is deemed to be interested in the Company through its wholly-owned subsidiary Flying Castle Limited. KHHL is owned as to 20.0% by Ms. Chan Kit Lai, Cecilia (‘‘Ms. Chan’’) and as to 80.0% by Landmark Trust Switzerland SA (the ‘‘Trustee’’) on behalf of The Hecico 1985 Trust, of which Ms. Chan is the founder and Mr. Ip and Ms. Lam Ip Tin Wai Chyvette (‘‘Ms. Ip’’) are beneficiaries. By virtue of the SFO, the Trustee, Ms. Chan, Mr. Ip and Ms. Ip are deemed to be interested in all the Shares held by KHHL.

2. Pursuant to the Option Deeds (as defined in the prospectus of the Company dated 30 September 2016) entered into between KHHL and each of Mr. Chang and Ms. Leung, KHHL granted call options to Mr. Chang and Ms. Leung, entitling them to purchase from KHHL up to 24,900,000 and 12,900,000 Option Shares (as defined in the prospectus of the Company dated 30 September 2016) representing approximately 3.1% and 1.6% of the issued share capital of the Company (without taking into account any shares which may be issued pursuant to the exercise of any options which may be granted under the share option scheme), at the exercise price of HK$0.00004 per Option Share (subject to adjustment).

3. The letters ‘‘L’’ and ‘‘S’’ denote a long position and a short position in the Shares respectively.

Interests in associated corporations of the Company:

				Approximate
			Interests in	percentage
	Name of associated		shares	shareholding
Name	corporation	Nature of interest	(Note 1)	(%)
Mr. Ip	KHHL (Note 2)	Beneficiary of a trust	204 (L)	80.0
	I Corporation (Note 3)	Interest of spouse	14 (L)	20.0
Ms. Leung	Residence Motoki	Beneficial owner	10 (L)	0.3
	Investment Limited
	(‘‘Residence’’)
Mr. Chang	Residence	Beneficial owner	5 (L)	0.2
Notes:

1. The letter ‘‘L’’ denotes a long position in the shares of the Company.

2. KHHL is deemed to be interested in the Company through its wholly-owned subsidiary Flying Castle Limited. KHHL is a company which is owned as to 20% by Ms. Chan and as to 80% by the Trustee on behalf of The Hecico 1985 Trust, of which Mr. Ip is one of the beneficiaries. By virtue of the SFO, Mr. Ip is deemed to be interested in the shares of KHHL held by the Trustee.

3. Pursuant to the SFO, Mr. Ip, the spouse of Ms. Ho, is deemed to be interested in the shares of I Corporation held by Ms. Ho.

– 27 –

APPENDIX

GENERAL INFORMATION

Save as disclosed above, none of the Directors or the chief executive of the Company had, as at the Latest Practicable Date, any interests or short positions in the Shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO), or which were recorded in the register required to be kept by the Company under Section 352 of the SFO, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code.

(b) Interest of substantial shareholders

As at the Latest Practicable Date, substantial shareholders (not being the Directors or chief executives of the Company) had interests or short positions in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under section 336 of the SFO:

Interests or short position in the Shares:

			Approximate
			percentage of
			the total issued
		Number of	share capital of
		Shares interested	the Company
Name of Shareholder	Nature of interest	(Note 1)	(%)
Flying Castle Limited	Beneficial owner	600,000,000 (L)	75.0
(Note 2)		37,800,000 (S)	4.7
		(Note 3)
KHHL (Note 2)	Interest in a	600,000,000 (L)	75.0
	controlled corporation	37,800,000 (S)	4.7
		(Note 3)
The Trustee	Trustee	600,000,000 (L)	75.0
		37,800,000 (S)	4.7
		(Note 3)
Ms. Chan (Note 2)	Founder of a	600,000,000 (L)	75.0
	discretionary trust	37,800,000 (S)	4.7
		(Note 3)

– 28 –

APPENDIX

GENERAL INFORMATION

			Approximate
			percentage of
			the total issued
		Number of	share capital of
		Shares interested	the Company
Name of Shareholder	Nature of interest	(Note 1)	(%)
Mr. Ip (Note 2)	Beneficiary of a trust	600,000,000 (L)	75.0
		37,800,000 (S)	4.7
		(Note 3)
Ms. Ip (Note 2)	Beneficiary of a trust	600,000,000 (L)	75.0
		37,800,000 (S)	4.7
		(Note 3)
Ms. Ho (Note 4)	Interest of spouse	600,000,000 (L)	75.0
		37,800,000 (S)	4.7
		(Note 3)
Yuanta Asia	Beneficial owner	44,250,000 (L)	5.5
Investment Limited

Notes:

1. The letters ‘‘L’’ and ‘‘S’’ denote a long position and a short position in the Shares respectively.

2. KHHL is deemed to be interested in the Company through its wholly-owned subsidiary Flying Castle Limited. KHHL is owned as to 20.0% by Ms. Chan and as to 80.0% by The Trustee on behalf of The Hecico 1985 Trust, of which Ms. Chan is the founder and Mr. Ip and Ms. Ip are beneficiaries. By virtue of the SFO, the Trustee, Ms. Chan, Mr. Ip and Ms. Ip are deemed to be interested in all the Shares held by KHHL.

3. Pursuant to the Option Deeds entered into between KHHL and each of Mr. Chang and Ms. Leung, KHHL granted call options to Mr. Chang and Ms. Leung, entitling them to purchase from KHHL up to 24,900,000 and 12,900,000 Option Shares, representing approximately 3.1% and 1.6% of the issued share capital of our Company (without taking into account any shares which may be issued pursuant to the exercise of any options which may be granted under the share option scheme), at the exercise price of HK$0.00004 per Option Share (subject to adjustment).

4. Pursuant to the SFO, Ms. Ho, the spouse of Mr. Ip, is deemed to be interested in all the Shares in which Mr. Ip is deemed to be interested in.

– 29 –

GENERAL INFORMATION

APPENDIX

Interests or short positions in other members of the Group:

			Number		Percentage of
Name of	Name of member		of shares		shareholding
shareholder	of the Group	Nature of interest	(Note)		(%)
Ms. Ho	I Corporation	Beneficial owner	14	(L)	20.0
Mr. Henry Shih	Smart Tact Property	Beneficial owner	922	(L)	10.0
	Investment Limited
	Residence	Beneficial owner	300	(L)	10.0
	Lynton Gate	Beneficial owner	1	(L)	10.0
Mr. Richard Lo	Residence	Interests in controlled	300	(L)	10.0
		corporations
	EXE Rise Shimadori	Beneficial owner	10	(L)	10.0
	Investor Limited

Note: The letter ‘‘L’’ denotes a long position in the shares.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

3 COMPETING BUSINESS INTERESTS OF DIRECTORS

As at the Latest Practicable Date, none of the Directors or their respective associates had any interests in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

4 QUALIFICATION

The following is the qualification of the expert who has given an opinion or advice on the information contained in this circular:

Name			Qualification
Messis	Capital	Limited	a licensed corporation under the SFO permitted to engage
			in types 1 and 6 of the regulated activities under the SFO

– 30 –

GENERAL INFORMATION

APPENDIX

5 CONSENT

Messis has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they appear herein.

6 MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Company is not aware of any material adverse change in the financial or trading position of the Group since 31 March 2018, being the date to which the latest published audited financial statements of the Group were made up.

7 LITIGATION

So far as the Company is aware, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was pending or threatened against the Company or any of its subsidiaries.

8 MISCELLANEOUS

• (a) None of the Directors has entered into or is proposed to enter into a service contract with any member of the Group which does not expire or which is not determinable by such member of the Group within one year without payment of compensation, other than statutory compensation.

• (b) As at the Latest Practicable Date, save as disclosed in this circular, none of the Directors or Messis was beneficially interested in the share capital of any member of the Group or had any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group and none had any interest, either directly or indirectly, in any assets which have been, since 31 March 2018, being the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

• (c) As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and was significant in relation to the business of the Group.

– 31 –

GENERAL INFORMATION

APPENDIX

• (d) The company secretary and the qualified accountant of the Company is Ms. Tse Sui Man who is a certified public accountant of the Hong Kong Institute of Certified Public Accountants.

• (e) The registered office of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (f) The principal place of business of the Company in Hong Kong is at 21 Wing Wo Street, Central, Hong Kong.

• (g) The branch share registrar of the Company in Hong Kong is Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (h) The principal share registrar and transfer office of the Company is Conyers Trust Company (Cayman) Limited.

• (i) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

9 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the offices of the Company at 21 Wing Wo Street, Central, Hong Kong from the date of this circular to 8 August 2018 (both days inclusive):

• (a) the Deeds;

• (b) the letter from the Independent Board Committee, the text of which is set out on page 13 of this circular;

• (c) the letter from Messis, the text of which is set out on pages 14 to 25 of this circular; and

• (d) the consent letter from Messis referred to in the paragraph headed ‘‘Consent’’ in this Appendix.

– 32 –

NOTICE OF EGM

ALTUS HOLDINGS LIMITED 浩德控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8149)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘EGM’’) of Altus Holdings Limited (the ‘‘Company’’) will be held at The Foreign Correspondents’ Club, Hong Kong at North Block, 2 Lower Albert Road, Central, Hong Kong at 10:45 a.m. (or immediately after the conclusion of the annual general meeting of the Company to be convened on the same day) on Wednesday, 8 August 2018 to consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. (a) The deed of grant (the ‘‘Deed’’) dated 25 June 2018 entered into between the Company as the grantor and Ms. Khoo Wing Pui Charlotte as a grantee in respect of the award of a total of 2,400,000 new shares of the Company, credited as fully paid, as an incentive bonus (a copy of which has been produced to this meeting marked ‘‘A’’ and initialed by the chairman of this meeting for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

3. (b) the directors of the Company (the ‘‘Directors’’) be and are hereby authorise to sign and execute such documents and do all such acts and things which in their opinion may be necessary, desirable or expedient to carry out or give effect to transactions mentioned in paragraph (a) above;

– 33 –

NOTICE OF EGM

• (c) conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in the Awarded Shares (as defined in the Deed) to be allotted and issued pursuant to the terms and conditions of the Deeds, the Directors be and are hereby granted a specific mandate (the ‘‘Specific Mandate’’) to allot and issue a total of 2,400,000 ordinary shares of HK$0.01 each in the capital of the Company, provided that the Specific Mandate shall be in addition to and shall not prejudice nor revoke the general mandate contained in the ordinary resolution 5 of the notice of annual general meeting of the Company dated 5 July 2018 to be held on 8 August 2018 if it is granted to the Directors by the shareholders of the Company in the said annual general meeting of the Company; and

• (d) the Directors be and are hereby authorised to sign and execute such documents and do all such acts and things which in their opinion may be necessary, desirable or expedient to carry out or give effect to transactions mentioned in paragraph (c) above.’’

• ‘‘THAT:

• (a) The deed of grant (the ‘‘Deed’’) dated 25 June 2018 entered into between the Company as the grantor and Mr. Tam Ho Kei Leo as a grantee in respect of the award of a total of 2,400,000 new shares of the Company, credited as fully paid, as an incentive bonus (a copy of which has been produced to this meeting marked ‘‘B’’ and initialed by the chairman of this meeting for the purpose of identification) and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (b) the directors of the Company (the ‘‘Directors’’) be and are hereby authorise to sign and execute such documents and do all such acts and things which in their opinion may be necessary, desirable or expedient to carry out or give effect to transactions mentioned in paragraph (a) above;

• (c) conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in the Awarded Shares (as defined in the Deed) to be allotted and issued pursuant to the terms and conditions of the Deeds, the Directors be and are hereby granted a specific mandate (the ‘‘Specific Mandate’’) to allot and issue a total of 2,400,000 ordinary shares of HK$0.01 each in the capital of the Company, provided that the Specific Mandate shall be in addition to and shall not prejudice nor revoke the general mandate contained in the ordinary resolution 5 of the notice of annual general meeting of the Company dated 5 July 2018 to be held on 8 August 2018 if it is granted to the Directors by the shareholders of the Company in the said annual general meeting of the Company; and

– 34 –

NOTICE OF EGM

• (d) the Directors be and are hereby authorised to sign and execute such documents and do all such acts and things which in their opinion may be necessary, desirable or expedient to carry out or give effect to transactions mentioned in paragraph (c) above.’’

By Order of the Board Altus Holdings Limited Tse Sui Man Company Secretary

Hong Kong, 20 July 2018

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Headquarter and principal place of business in Hong Kong: 21 Wing Wo Street Central Hong Kong

As at the date of this notice, the directors of the Company are:

Executive Directors:

Mr. Arnold Ip Tin Chee (Chairman) Mr. Chang Sean Pey Ms. Leung Churk Yin Jeanny

Independent non-executive Directors: Mr. Chao Tien Yo Mr. Chan Sun Kwong Mr. Lee Shu Yin

– 35 –

NOTICE OF EGM

Notes:

1. Any member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised on its behalf.

3. Where there are joint registered holders of any shares, any one of such persons may vote at the EGM (or any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders by present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

4. In order to be valid, the proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

5. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. The transfer books and register of members of the Company will be closed from Friday, 3 August 2018 to Wednesday, 8 August 2018, both dates inclusive. During such period, no share transfers will be effected. In order to qualify for attending the EGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Thursday, 2 August 2018.

7. A form of proxy for use by shareholders of the Company at the EGM is enclosed in this circular.

– 36 –