(1) PROPOSED GRANT OF ISSUE MANDATE AND SHARE BUYBACK MANDATE; (2) RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in 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 (the “Company”) you should at once hand this circular with the enclosed form of proxy to the purchaser or the transferee or to the bank the licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “StockExchange”) 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.ALTUS HOLDINGS LIMITED浩德控股有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 8149) (1) PROPOSED GRANT OF ISSUE MANDATE AND SHARE BUYBACK MANDATE; (2) RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting (“AGM”) of the Company to be held at 2/F 35-45B Bonham Strand Sheung Wan Hong Kong at 11:00 a.m. on Thursday 8 August 2024 is set out on pages 16 to 21 this circular.A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM 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 AGM or any adjournment thereof (as the case may be) should you so desire.This circular will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least 7 days from the date of its posting and on the Company’s website at www.altus.com.hk. 10 July 2024CHARACTERISTICS 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 Appendix I – Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Appendix II – Details of retiring Directors proposed to be re-elected at the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 – ii –DEFINITIONS In this circular unless the context otherwise requires the following expressions have the following meanings: “AGM” the annual general meeting of the Company to be convened and held at 2/F 35-45B Bonham Strand Sheung Wan Hong Kong on Thursday 8 August 2024 at 11:00 a.m. the notice of which is set out on pages 16 to 21 of this circular “AGM Notice” the notice convening the AGM as set out on pages 16 to 21 of this circular “Articles” or “Articles of the articles of association of the Company as amendedAssociation” supplemented or otherwise modified from time to time “Board” the board of Directors “CCASS” the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited “close associate(s)” has the same meaning ascribed to it under the GEM Listing Rules “Company” Altus Holdings Limited 浩德控股有限公司 a company incorporated in the Cayman Islands as an exempted company with limited liability the Shares of which are listed on GEM “core connected person(s)” has the same meaning ascribed to it under the GEM Listing Rules “Director(s)” the director(s) of the Company “FY2024” financial year ended 31 March 2024 “GEM” GEM of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “HK$” Hong Kong dollars the lawful currency of Hong Kong – 1 –DEFINITIONS “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all power of the Company to allot issue and otherwise deal with new Shares of up to 20% of the aggregate number of issued Share (excluding any treasury shares) as at the date of passing of the ordinary resolution in relation thereof (such mandate to be extended to Shares acquired by the Company pursuant to the Share Buyback Mandate) “Latest Practicable Date” 2 July 2024 being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “Listing Date” 17 October 2016 being the date on which the Shares are listed and dealings in the Shares first commenced on GEM “Memorandum” or the memorandum of association of the Company as “Memorandum of Association” amended supplemented or otherwise modified from time to time “Nomination Committee” the nomination committee of the Company “SFO” the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) as amended and supplemented from time to time “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Share Buyback Mandate” the general and unconditional mandate proposed to be granted to the Directors at the AGM to exercise all powers of the Company to acquire Shares up to 10% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of passing of the ordinary resolution in relation thereof “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited – 2 –DEFINITIONS “substantial shareholder(s)” has the same meaning ascribed to it under the GEM Listing Rules “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy- backs issued by the Securities and Futures Commission as amended from time to time “treasury shares” has the same meaning ascribed to it under the GEM Listing Rules “%” 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: Registered office: Mr. Arnold Ip Tin Chee (Chairman) Cricket Square Mr. Chang Sean Pey Hutchins Drive Ms. Leung Churk Yin Jeanny P.O. Box 2681 Grand Cayman KY1-1111 Independent Non-executive Directors: Cayman Islands Mr. Chao Tien Yo Mr. Chan Sun Kwong Head office and principal place of Mr. Lee Shu Yin business in Hong Kong: 21 Wing Wo Street Central Hong Kong 10 July 2024 To the Shareholders Dear Sir/Madam (1) PROPOSED GRANT OF ISSUE MANDATE AND SHARE BUYBACK MANDATE; (2) RE-ELECTION OF RETIRING DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the proposed matters which include inter alia (1) the proposed grant of the Issue Mandate and Share Buyback Mandate and (2) the proposed re-election of retiring Directors and to send the Shareholders the AGM Notice.PROPOSED ISSUE MANDATE The existing mandate of the Company to issue Shares was approved by its then Shareholders on 8 August 2023. Unless otherwise renewed the existing mandate to issue Shares will lapse at the conclusion of the AGM.– 4 –LETTER FROM THE BOARD At the AGM an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to allot issue and otherwise deal with new Shares of up to 20% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of the AGM. In addition a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares acquired by the Company pursuant to the Share Buyback Mandate (if so granted to the Directors at the AGM).The Issue Mandate allows the Company to allot issue and otherwise deal with new Shares only during the period ending on the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by the Articles or any applicable laws of Cayman Islands; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company (the “Relevant Period”).As at the Latest Practicable Date the issued share capital of the Company comprised 819300000 Shares. Subject to the passing of the relevant resolution to approve the Issue Mandate and on the basis that no further Shares are allotted and issued or acquired prior to the date of the AGM the Directors would be authorised to allot issue and otherwise deal with a maximum of 163860000 new Shares under the Issue Mandate representing 20% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of passing of the ordinary resolution in relation thereof.PROPOSED SHARE BUYBACK MANDATE The existing mandate of the Company to acquire Shares was approved by its then Shareholders on 8 August 2023. Unless otherwise renewed the existing mandate to acquire Shares will lapse at the conclusion of the AGM.At the AGM an ordinary resolution will be proposed to grant to the Directors new general and unconditional mandate to acquire Shares of up to 10% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of the AGM. The Share Buyback Mandate allows the Company to make acquisition of Shares only during the Relevant Period.As at the Latest Practicable Date the issued share capital of the Company comprised 819300000 Shares. Subject to the passing of the relevant resolution to approve the Share Buyback Mandate and on the basis that no further Shares are allotted and issued or acquired prior to the date of the AGM the Company would be allowed to acquire a maximum of 81930000 Shares under the Share Buyback Mandate representing 10% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of passing of the ordinary resolution in relation thereof.An explanatory statement required to be sent to the Shareholders under the GEM Listing Rules is set out in Appendix I to this circular to provide the requisite information regarding the Share Buyback Mandate to the Shareholders.– 5 –LETTER FROM THE BOARD The Board notes that with effect from 11 June 2024 the GEM Listing Rules have been amended to introduce flexibility for listed companies to cancel shares repurchased and/or to adopt a framework to (i) allow repurchased shares to be held in treasury and (ii) govern the resale of treasury shares. Subsequent to 11 June 2024 and subject to adoption of the Share Buyback Mandate at the upcoming AGM if the Company repurchases Shares pursuant to the Share Buyback Mandate the Company may (i) cancel the repurchased Shares and/or (ii) hold such Shares in treasury subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made. If the Company holds Shares in treasury any resale of Shares held in treasury will be subject to the ordinary resolution numbered 6 of the notice of the AGM and made in accordance with the GEM Listing Rules and applicable laws and regulations of the Cayman Islands.The Directors have no present intention to exercise the Issue Mandate or the Share Buyback Mandate (if granted to the Directors at the AGM).RE-ELECTION OF RETIRING DIRECTORS At the Latest Practicable Date the Board comprises (i) three executive Directors namely Mr. Arnold Ip Tin Chee Mr. Chang Sean Pey and Ms. Leung Churk Yin Jeanny (“Ms. Leung”); and (ii) three independent non-executive Directors namely Mr. Chao Tien Yo Mr. Chan Sun Kwong (“Mr. Chan”) and Mr. Lee Shu Yin.Pursuant to Article 84 of the Articles Ms. Leung and Mr. Chan will retire by rotation at the AGM and being eligible offer themselves for re-election.To enable the Shareholders to make an informed decision on the re-election of the retiring Directors the biographical details interests in the Shares and the service contracts of each of Ms. Leung and Mr. Chan are set out in Appendix II to this circular.Mr. Chan has given his annual confirmation of independence to the Company and the Nomination Committee had assessed and reviewed it based on the independence criteria as set out in Rule 5.09 of the GEM Listing Rules. The Board considers him to be independent. The Nomination Committee has also reviewed the benefits to board diversity policy of the Company and the performance of the retiring Directors which is of the opinion that their performance are satisfactory. The Board is of the view that the experience skill and other perspectives of the retiring Directors as set out in Appendix II to this circular can bring invaluable and effective contributions to the Board and its diversity. With the nomination of the Nomination Committee the Board has recommended that all the retiring Directors stand for re-election at the AGM. As a good corporate governance practice each of the retiring Directors has abstained from voting at the relevant Board meeting.– 6 –LETTER FROM THE BOARD AGM A notice convening the AGM to be held at 2/F 35-45B Bonham Strand Sheung Wan Hong Kong on Thursday 8 August 2024 at 11:00 a.m. is set out on pages 16 to 21 of this circular.Pursuant to Rule 17.47(4) of the GEM Listing Rules and Article 66(1) of the Articles any vote of Shareholders at a general meeting must be taken by poll except where the chairman in good faith decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.A form of proxy for use by Shareholders at the AGM is enclosed with this circular.Whether or not you intend to attend and vote at the AGM in person you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM 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 AGM or any adjournment thereof (as the case may be) should you so desire and in such event the instrument appointing a proxy shall be deemed to be revoked CLOSURE OF THE REGISTER OF MEMBERS For the attendance of the AGM to be held on Thursday 8 August 2024 the register of members of the Company will be closed from Friday 2 August 2024 to Thursday 8 August 2024 both days inclusive during which period no transfer of Shares will be effected. In order to qualify to attend and vote at the AGM all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration no later than 4:30 p.m. on Thursday 1 August 2024.The register of members of the Company will also be closed from Friday 30 August 2024 to Wednesday 4 September 2024 both days inclusive during which period no transfer of shares will be registered. Subject to the approval by the Shareholders of the proposed final dividend at the AGM the final dividend will be paid on Wednesday 25 September 2024 to the Shareholders whose names appear on the register of members of the Company on Wednesday 4 September 2024. For the entitlement to the proposed final dividend all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company Tricor Investor Services Limited at 17/F. Far East Finance Centre 16 Harcourt Road Hong Kong no later than 4:30 p.m. on Thursday 29 August 2024.– 7 –LETTER FROM THE BOARD RECOMMENDATION The Directors consider that the granting of the Issue Mandate the Share Buyback Mandate and the re-election of retiring Directors referred to in this circular are in the interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM and as set out in the AGM Notice.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.Yours faithfully By order of the Board Altus Holdings Limited Arnold Ip Tin Chee Chairman and Executive Director – 8 –APPENDIX I EXPLANATORY STATEMENT This appendix serves as an explanatory statement as required under the GEM Listing Rules to provide the requisite information to Shareholders for consideration of the Share Buyback Mandate pursuant to Rule 13.08 of the GEM Listing Rules. 1. SHARE CAPITAL As at the Latest Practicable Date the issued share capital of the Company comprised 819300000 Shares. Subject to the passing of the relevant resolution to approve the Share Buyback Mandate and on the basis that no further Shares are issued and allotted or acquired between the Latest Practicable Date and the date of the AGM the Company will be allowed under the Share Buyback Mandate to acquire a maximum of 81930000 Shares. 2. SOURCE OF FUNDS The Company is empowered by the Articles to acquire its Shares. In acquiring Shares the Company may only apply funds legally available for such purpose in accordance with the Articles the Companies Act of the Cayman Islands the GEM Listing Rules and/or other applicable laws rules and regulations as the case may be.Any acquisitions by the Company may only be made out of profits of the Company out of the share premium account of the Company out of the proceeds of a fresh issue of Shares made for the purpose of the acquisition or if authorised by the Articles and subject to the Companies Act of the Cayman Islands and/or other applicable laws rules and regulations out of capital. The premium if any payable on acquisitions must be provided for out of the profits of the Company or out of the share premium account of the Company before or at the time the Shares are acquired or if authorised by the Articles and subject to the Companies Act of the Cayman Islands and/or other applicable laws rules and regulations out of capital. The Company may cancel such repurchased Shares or hold them as treasury Shares subject to market conditions and the Group’s capital management needs at the relevant time of the acquisitions.For any treasury Shares deposited with CCASS pending resale on the Stock Exchange the Company will adopt appropriate measures to ensure that it does not exercise any Shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in the Company’s own name as treasury shares which may include approval by the Board that (i) the Company would not (or would procure its broker not to) give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury shares deposited with CCASS; and (ii) in the case of dividends or distributions the Company will withdraw the treasury shares from CCASS and either re-register them in its own name as treasury shares or cancel them in each case before the record date for the dividends or distributions.The Company may not acquire its own shares on the Stock Exchange for a consideration other than cash or settlement otherwise than in accordance with the trading rules of the Stock Exchange.– 9 –APPENDIX I EXPLANATORY STATEMENT 3. REASONS FOR SHARE BUYBACK Although the Directors have no present intention of exercising the proposed Share Buyback Mandate the Directors believe that the flexibility afforded by the proposed Share Buyback Mandate would be beneficial to the Company and the Shareholders. An exercise of the Share Buyback Mandate may depending on market conditions and Share price at the time lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such acquisitions will benefit the Company and the Shareholders as a whole. 4. SHARE PRICES The highest and lowest prices at which the Shares were traded on the Stock Exchange during the past twelve months and up to and including the Latest Practicable Date were as follows: Trading price per Share Month Highest Lowest HK$ HK$ 2023 July 0.143 0.140 August 0.145 0.141 September 0.149 0.144 October 0.149 0.131 November 0.133 0.127 December 0.130 0.123 2024 January 0.123 0.115 February 0.135 0.101 March 0.130 0.123 April 0.139 0.107 May 0.136 0.111 June 0.115 0.110 July (up to the Latest Practicable Date) 0.111 0.111 5. UNDERTAKING The Directors have undertaken to the Stock Exchange that so far as the same may be applicable they will exercise the powers of the Company to make acquisitions pursuant to the Share Buyback Mandate and in accordance with the GEM Listing Rules the applicable laws of the Cayman Islands and the Articles.– 10 –APPENDIX I EXPLANATORY STATEMENT 6. TAKEOVERS CODE CONSEQUENCES If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the acquisitions of Shares pursuant to the Share Buyback Mandate such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) depending on the level of increase of the shareholder’s interest could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.As at the Latest Practicable Date each of Ms. Chan Kit Lai Cecilia (“Ms. Chan”) Mr. Arnold Ip Tin Chee (“Mr. Ip”) and Ms. Lam Ip Tin Wai Chyvette (“Ms. Ip”) and Landmark Trust Switzerland SA as trustee of The Hecico 1985 Trust is taken to have an interest under the SFO in the same block of 557200000 Shares representing approximately 68.01% of the total number of Share then in issue. Apart from the foregoing each of Ms. Chan Mr. Ip and Ms. Ip personally holds 1250000 Shares. Ms. Ho Shuk Yee Samantha (“Ms. Ho”) the spouse of Mr. Ip also personally holds 1250000 Shares. For the purpose of the Takeovers Code Ms.Chan Mr. Ip Ms. Ip and Ms. Ho are taken to have an interest in a total of 562200000 Shares representing approximately 68.62% of the total number of Shares in issue.In the event that the Shares Buyback Mandate is exercised in full by the Company and assuming such shareholdings as at the Latest Practicable Date otherwise remain the same the attributable shareholding in the Company in which Ms. Chan Mr. Ip Ms. Ip and Ms. Ho are taken to have an interest under the SFO would be increased to approximately 76.24% of the total number of Shares in issue. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as disclosed above the Directors are not aware of any Shareholder or group of Shareholders acting in concert who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases made pursuant to the Share Buyback Mandate.The Directors do not intend to exercise the power to acquire Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code where applicable.The Directors will not acquire the Shares on the GEM if the acquisition would result in the number of Shares in the hands of the public falling below 25% being the relevant minimum prescribed percentage for the Company as required by the GEM Listing Rules.– 11 –APPENDIX I EXPLANATORY STATEMENT 7. DISCLOSURE OF INTERESTS OF DIRECTORS THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS As at the Latest Practicable Date none of the Directors nor to the best of their respective knowledge and belief and having made all reasonable enquiries their close associates have any present intention to sell any Shares to the Company or any of its subsidiaries under the Share Buyback Mandate if the Share Buyback Mandate is approved by the Shareholders and is exercised.As at the Latest Practicable Date no core connected person of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company or has undertaken not to do so in the event that the Share Buyback Mandate is approved by the Shareholders. 8. IMPACT OF SHARE BUYBACK As compared with the financial position of the Company as at 31 March 2024 (being the date to which the latest audited accounts of the Company have been made up) the Directors consider that there might be a material adverse impact on the working capital or the gearing position of the Company in the event that the Share Buyback Mandate were to be carried out in full during the Relevant Period.However the Directors do not propose to exercise the Share Buyback Mandate to such extent as would in the circumstances have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company. 9. SHARE ACQUISITIONS MADE BY THE COMPANY The Company had not acquired any Shares (whether on GEM or otherwise) in the six months preceding the Latest Practicable Date. 10. GENERAL Neither this explanatory statement nor the Share Buyback Mandate has any unusual features.– 12 –APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM Details of the Directors who will retire and being eligible will offer themselves for re-election at the AGM pursuant to Article 84 of the Articles are set forth below: (1) MS. LEUNG CHURK YIN JEANNY Ms. Leung Churk Yin Jeanny (梁绰然) (“Ms. Leung”) aged 59 was appointed as a Director on 3 March 2016 and was redesignated as an executive Director on 8 April 2016.Ms. Leung oversees our compliance matters and is responsible for revenue generation through project origination and supervising fees generating project execution. Ms. Leung is a member of our investment committee.Prior to joining the Group Ms. Leung has garnered over 30 years of experience in the corporate finance advisory and commercial field in Greater China having worked at Standard Chartered Asia Limited JP Morgan Securities (Asia) Limited Yuanta Securities (Hong Kong) Company Limited and Access Capital Limited. Ms. Leung had also participated in regulatory work at the Listing Division of The Stock Exchange of Hong Kong Limited for four years. She is also an experienced business executive and served as executive director for several main board listed companies in Hong Kong. She is a fellow member of the Hong Kong Securities and Investment Institute. Ms. Leung obtained a degree of Bachelor of Science from the University of Toronto in Canada.Ms. Leung is currently licensed by the SFC to act as a responsible officer to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under SFO. She is also a principal of Altus Capital for sponsorships.Ms. Leung also holds the position of director in another company listed on the Stock Exchange as set out below: Principal business during Company tenure Position Period Top Form Design manufacture and Independent 19 September International Limited distribution of ladies’ non-executive 2008 to present (stock code: 333) intimate apparel director principally brassieres Ms. Leung is also a director of a number of subsidiaries of our Group.Saved as disclosed above Ms. Leung did not have other directorships held in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not hold other major appointments and professional qualifications.– 13 –APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM Ms. Leung has entered into a service agreement with the Company on 26 September 2016 for an initial term of three years commencing from the Listing Date which shall continue thereafter. Ms. Leung and the Company may terminate the service agreement by giving a minimum of three months prior notice in writing to the others. The total emoluments being director’s fee salaries and other benefits discretionary bonus and contribution to retirement benefits scheme received by Ms. Leung for FY2024 was approximately HK$1322000. The emoluments are determined with reference to her position duties and responsibilities remuneration policy of the Company and prevailing market conditions.As at the Latest Practicable Date Ms. Leung personally held 9400000 Shares representing approximately 1.15% of the total number of Shares then in issue within the meaning of Part XV of the SFO.Ms. Leung is not connected with any other Directors senior management or substantial or controlling shareholders of the Company.Saved as disclosed above there is no information to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning the re-election of Ms. Leung that need to be brought to the attention of the Shareholders. (2) MR. CHAN SUN KWONG Mr. Chan Sun Kwong (陈晨光) (“Mr. Chan”) aged 57 joined the Company as an independent non-executive Director on 26 September 2016. He is the chairman of audit committee and member of remuneration committee and nomination committee of the Company.Mr. Chan obtained a diploma of business administration from the Hong Kong Shue Yan College (now known as Hong Kong Shue Yan University). He is a fellow member of the Hong Kong Chartered Governance Institute the Chartered Governance Institute the Institute of Chartered Accountants in England and Wales the Association of Chartered Certified Accountants in the United Kingdom and the Hong Kong Institute of Certified Public Accountants. He is an accredited mediator of The Hong Kong Mediation Centre. Mr. Chan has over 30 years of experience in accounting auditing banking and company secretarial and corporate governance fields.Saved as disclosed above Mr. Chan did not have other directorships held in the last 3 years in public companies the securities of which are listed on any securities market in Hong Kong or overseas and does not hold other major appointments and professional qualifications.Mr. Chan has entered into a letter of appointment with the Company on 26 September 2016 for an initial term of three years commencing from the Listing Date which shall continue thereafter. Mr. Chan and the Company may terminate the letter of appointment by giving a minimum of three months prior notice in writing to the others. The total emoluments being – 14 –APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM director’s fee received by Mr. Chan for FY2024 was approximately HK$120000 which is determined by the Board based on the recommendation from the remuneration committee of the Company with reference to his experience duties and responsibilities within the Company.Saved as disclosed above Mr. Chan is not entitled to any other emoluments.As at the Latest Practicable Date Mr. Chan did not have any interest in the Shares within the meaning of Part XV of the SFO.Mr. Chan is not connected with any other Directors senior management or substantial or controlling shareholders of the Company.Saved as disclosed above there is no information to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules and there are no other matters concerning the re-election of Mr. Chan that need to be brought to the attention of the Shareholders.– 15 –NOTICE OF AGM 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 an annual general meeting (the “AGM”) of Altus Holdings Limited (the “Company”) will be held at 2/F 35-45B Bonham Strand Sheung Wan Hong Kong on Thursday 8 August 2024 at 11:00 a.m. for the following purposes: ORDINARY RESOLUTIONS 1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Director(s)”) and the independent auditor of the Company for the year ended 31 March 2024; 2. To approve the payment of Hong Kong 0.08 cent per share as final dividend for the year ended 31 March 2024; 3. To re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company and to authorise the board of Directors (the “Board”) to fix its remuneration; 4. (a) (i) To re-elect Ms. Leung Churk Yin Jeanny as executive Director; (ii) To re-elect Mr. Chan Sun Kwong as independent non-executive Director; (b) To authorise the Board to fix the remuneration of the Director(s); As a special business to consider and if thought fit pass with or without amendments the following resolutions as ordinary resolutions: 5. “THAT:(a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on the GEM (the “GEM Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) the exercise by the directors of the Company (the “Director(s)”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot issue and deal with additional shares of HK$0.01 (the “Share(s)”) each in the share capital of the Company (including any sale or transfer of treasury shares (which shall have the meaning ascribed to it under the GEM Listing Rules coming into effect on 11 June 2024) out of treasury) or securities convertible into such shares or options warrants or similar right to subscribe for any shares or convertible securities of the Company and to make or grant offers agreements and options (including bonds warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved; – 16 –NOTICE OF AGM (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers agreements and options (including bonds warrants and debentures convertible into shares of the Company) which would or might require the exercise of such powers (including but not limited to the power to allot issue and deal with additional Shares in the capital of the Company) during or after the end of the Relevant Period; (c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (a) and (b) of this resolution otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or any eligible persons thereunder of shares or rights to subscribe for Shares; (iii) any scrip dividend scheme or similar arrangement providing for the allotment and issue of Shares in the Company in lieu of the whole or part of a dividend pursuant to the articles of association of the Company (the “Articles of Association”) from time to time; or (iv) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed 20% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of passing this resolution (such total number to be subject to adjustment in the case of any subdivision or consolidation of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution) and the said approval shall be limited accordingly; and (d) for the purpose of this resolution “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the date of which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws of the Cayman Islands; or (iii) the date upon which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the “Shareholders”) in a general meeting of the Company.“Rights Issue” means an offer of Shares open for a period fixed by the Company or the Directors to the Shareholders whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the – 17 –NOTICE OF AGM Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stockexchange).” 6. “THAT:(a) subject to paragraph (c) of this resolution the exercise by the directors of the Company (the “Director(s)”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to acquire shares of HK$0.01 (the “Share(s)”) each in the share capital of the Company on GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose and that the exercise by the Directors of all powers to acquire such Shares are subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on GEM of the Stock Exchange or of any other stock exchange as amended from time to time be and is hereby generally and unconditionally approved; (b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to acquire its Shares at a price determined by the Directors; (c) the aggregate number of Shares acquired or agreed conditionally or unconditionally to be acquired by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate number of issued Shares (excluding any treasury shares) as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any subdivision or consolidation of any or all of the Shares into a larger or smaller number of Shares after the passing of this resolution) and the said approval shall be limited accordingly; and (d) for the purpose of this resolution “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; or (ii) the date of which the next annual general meeting of the Company is required to be held by the Articles of Association of the Company or any applicable laws of the Cayman Islands; or (iii) the date upon which the authority given under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Companyin a general meeting of the Company.” – 18 –NOTICE OF AGM 7. “THAT conditional upon the passing of resolutions Nos. 5 and 6 as set out in thisnotice convening the annual general meeting (“AGM”) of which this resolution forms part the general mandate granted to the directors of the Company pursuant to resolution No. 5 as set out in this notice convening the AGM of which this resolution forms part be and is hereby extended by the addition thereto of an amount representing the aggregate number of shares of the Company acquired by the Company under the authority granted pursuant to resolution No. 6 as set out in this notice convening the AGM of which this resolution forms part provided that such number shall not exceed 10% of the aggregate number of issued shares of the Company (excluding any treasury shares) as at the date of passing this resolution (such total number to be subject to adjustment in the case of any subdivision or consolidation of any or all of the shares into a larger or smaller number of sharesafter the passing of this resolution).” By order of the Board Altus Holdings Limited Sung Yuen Na Company Secretary Hong Kong 10 July 2024 – 19 –NOTICE OF AGM Notes: 1. Any member of the Company entitled to attend and vote at the AGM 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 AGM. 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 of the Company any one of such persons may vote at the AGM (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 be present at the AGM 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 shares 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 certified copy thereof must be deposited at the branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. 5. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and in such event the instrument appointing a proxy shall be deemed to be revoked. 6. In relation to resolution No. 4 Ms. Leung Churk Yin Jeanny and Mr. Chan Sun Kwong will retire from office as Directors at the AGM in accordance with the Articles of Association of the Company and being eligible will offer themselves for re-election. Biographical details of the retiring Directors are set out in Appendix II to the circular dated 10 July 2024. 7. An explanatory statement as required by the GEM Listing Rules in connection with the share buyback mandate under resolution No. 6 above is set out in Appendix I to the circular dated 10 July 2024. 8. For determining the entitlement to attend and vote at the AGM the register of members of the Company will be closed from Friday 2 August 2024 to Thursday 8 August 2024 both dates inclusive. During such period no share transfers will be effected. In order to qualify for attending and voting at the AGM all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration no later than 4:30 p.m. on Thursday 1 August 2024. 9. For determining the entitlement to the final dividend for the year ended 31 March 2024 the register of members of the Company will also be closed from Friday 30 August 2024 to Wednesday 4 September 2024 both days inclusive during which period no transfer of shares will be registered. Subject to the approval by the Shareholders of the proposed final dividend at the AGM the final dividend will be paid on Wednesday 25 September 2024 to the Shareholders whose names appear on the register of members of the Company on Wednesday 4 September 2024. For the entitlement to the proposed final dividend all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company Tricor Investor Services Limited at 17/F. Far East Finance Centre 16 Harcourt Road Hong Kong no later than 4:30 p.m. on Thursday 29 August 2024. 10. If typhoon signal no. 8 or above or a “black” rainstorm warning is hoisted or remains hoisted at 7:30 a.m. on the date of the AGM then the AGM will be adjourned in accordance with the existing amended and restated articles of association of the Company and the shareholders will be informed of the date time and place of the adjourned meeting and if necessary be given notice thereof pursuant to the existing amended and restated articles of association of the Company. 11. A form of proxy for use by shareholders of the Company at the AGM is enclosed in the circular dated 10 July 2024. – 20 –NOTICE OF AGM As at the date of this notice the directors of the Company are: Executive Directors: Registered office: Mr. Arnold Ip Tin Chee (Chairman) Cricket Square Mr. Chang Sean Pey Hutchins Drive Ms. Leung Churk Yin Jeanny P.O. Box 2681 Grand Cayman KY1-1111 Independent non-executive Directors: Cayman Islands Mr. Chao Tien Yo Mr. Chan Sun Kwong Head office and principal place of Mr. Lee Shu Yin business in Hong Kong: 21 Wing Wo Street Central Hong Kong –21–