Honma Golf Limited — AGM Information 2017

Jul 23, 2017

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Honma Golf Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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 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.

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Honma Golf Limited 本間高爾夫有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6858)

PROPOSED RE-ELECTION OF DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Honma Golf Limited to be held at Pheasant Room and Jasmine Room, 1/F, Mandarin Oriental, Hong Kong, 5 Connaught Road Central, Hong Kong on Friday, 15 September 2017 at 10:00 a.m. is set out on pages 17 to 21 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.honma.hk).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions stated thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the Annual General Meeting (i.e. 10:00 a.m. on Wednesday, 13 September 2017 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish. In such event, the form of proxy shall be deemed to be revoked.

24 July 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3. Proposed Granting of General Mandates to Repurchase Shares and to Issue Shares .	5
4. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Details of the Directors Proposed to be Re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at Pheasant Room and Jasmine Room, 1/F, Mandarin Oriental, Hong Kong, 5 Connaught Road Central, Hong Kong on Friday, 15 September 2017 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 17 to 21 of this circular, or any adjournment thereof

• “Articles of Association”

the articles of association of the Company currently in force

• “Board”

the board of Directors

• “Chairman Liu”

• Mr. Liu Jianguo (劉建國)

• “Company”

Honma Golf Limited 本間高爾夫有限公司, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• “controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Honma Holdings” Honma Holdings Group Limited (本間控股集團有限公司), a limited liability company incorporated on 18 November 2013 under the laws of Hong Kong and an indirect wholly-owned subsidiary of the Company

“Honma Japan” Honma Golf Co., Ltd. (株式会社本間ゴルフ), a limited liability company incorporated on 18 February 1959 under the laws of Japan and an indirect wholly-owned subsidiary of the Company “Issue Mandate” a general mandate to be granted to the Directors to issue, allot or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting as set out on pages 17 to 21 of this circular

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DEFINITIONS

“Kouunn Holdings”	Kouunn Holdings Limited, a company incorporated on 27
	September 2013 under the laws of the BVI, a controlling
	shareholder and wholly-owned by Chairman Liu
“Latest Practicable Date”	18 July 2017, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
“Listing Date”	6 October 2016, the date on which dealings in the Shares
	commenced on the main board of the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China and, unless the context
	otherwise requires, excluding, for the purpose of this circular,
	Hong Kong and Macau
“Repurchase Mandate”	a general mandate to be granted to the Directors to repurchase
	Shares on the Stock Exchange of not exceeding 10% of the
	total number of issued shares of the Company as at the date
	of passing of the proposed ordinary resolution contained in
	item 6 of the notice of the Annual General Meeting as set out
	on pages 17 to 21 of this circular
“RSU”	a restricted share unit awarded to a participant under the RSU
	Scheme
“RSU Scheme”	the restricted share unit scheme of the Company approved and
	adopted by the Board on 20 October 2015, to incentivise
	selected Directors, senior management and employees for
	their contribution to the Group, and to attract, motivate and
	retain skilled and experienced personnel
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended or supplemented from time
	to time
“Share(s)”	ordinary share(s) in the share capital of the Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial shareholder(s)”	has the meaning ascribed thereto under the Listing Rules

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DEFINITIONS

“Takeovers Code”	The Code on Takeovers and Mergers issued by the Securities
	and Futures Commission in Hong Kong (as amended from
	time to time)
“WP International Trading”	World Power International Trading (Shanghai) Company
	Limited (世力國際貿易(上海)有限公司), a limited liability
	company incorporated on 27 December 2013 under the laws
	of the PRC and an indirect wholly-owned subsidiary of the
	Company

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LETTER FROM THE BOARD

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Honma Golf Limited 本間高爾夫有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6858)

Executive Directors: Mr. LIU Jianguo (劉建國先生) (Chairman and President) Mr. ITO Yasuki (伊藤康樹先生) Mr. MURAI Yuji (邨井勇二先生) Mr. ZUO Jun (左軍先生)

Independent Non-executive Directors: Mr. LU Pochin Christopher (盧伯卿先生) Mr. WANG Jianguo (汪建國先生) Mr. XU Hui (徐輝先生)

Headquarter in Japan: 35F Roppongi Hills Mori Tower P.O. Box#62, 6-10-1 Roppongi Minatoku Tokyo, Japan

Registered Office in the Cayman Islands: The offices of Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal Place of Business in Hong Kong: Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong

Shanghai Office: 31 Floor No. 100, Century Ave. Pudong New Area Shanghai, PRC

24 July 2017

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 15 September 2017.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 16.2 of the Articles of Association, Chairman Liu, Mr. Ito Yasuki, Mr. Murai Yuji, Mr. Zuo Jun, Mr. Lu Pochin Christopher, Mr. Wang Jianguo and Mr. Xu Hui who have been appointed as Directors by the Board shall hold office only until the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Biographical details of the above Directors are set out in Appendix I to this circular.

3. PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

Pursuant to the written resolutions of the shareholders of the Company passed on 18 September 2016, general mandates were granted to the Directors to repurchase Shares and to issue Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares and issue additional Shares if and when appropriate, the following ordinary resolutions will be proposed at the Annual General Meeting to approve:

• (a) the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting as set out on pages 17 to 21 of this circular (i.e. a total of 60,905,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting);

• (b) the granting of the Issue Mandate to the Directors to issue, allot or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting as set out on pages 17 to 21 of this circular (i.e. a total of 121,810,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting); and

• (c) the extension of the Issue Mandate by adding thereto the number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

With reference to the Repurchase Mandate and the Issue Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.

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LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 17 to 21 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.honma.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions stated thereon and delivered, together with the power of attorney or other authority, (if any) under which it is signed, or a notarially certified copy of such power or authority at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Accordingly, the form of proxy must be delivered to the Company’s share registrar in Hong Kong not later than 10:00 a.m. on Wednesday, 13 September 2017 (Hong Kong time) . Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish. In such event, the form of proxy shall be deemed to be revoked.

5. RECOMMENDATION

The Board considers that the proposed re-election of Directors and granting of the Repurchase Mandate and the Issue Mandate are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Honma Golf Limited 本間高爾夫有限公司 LIU Jianguo Chairman

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The followings are details of the Directors who, being eligible, will offer themselves for re-election at the Annual General Meeting.

(1) MR. LIU JIANGUO

Mr. Liu Jianguo (劉建國), aged 48, has been the Chairman of the Board, President and executive Director of the Company since 14 June 2016. He is the chairman of the Nomination Committee of the Company. He is also the chairman and representative director of Honma Japan and a director of Honma Holdings and certain subsidiaries of the Company. He is responsible for formulating the overall development strategies and business plans of the Group and overseeing the management and strategic development of the Group. Chairman Liu acquired the Group in 2010 and he has served as chairman of Honma Japan since June 2010. Chairman Liu has over 26 years of experience in business management. He has been the chairman of Shanghai POVOS Enterprise (Group) Co., Ltd. (上海奔騰企業(集團)有限公司), which is engaged in the development, manufacturing and marketing of household appliance products, since January 2002 and has been chairman of Zhejiang POVOS Appliance Co., Ltd. (浙江奔騰電器股份有限公司) since September 2000. From May 1991 to August 2000, Chairman Liu was the general manager of Zhejiang Changjiang Electronical Industry Co., Ltd. (浙江長江電子工業有限公司), where he was responsible for general management and daily operations of the company. Chairman Liu obtained an executive master of business administration degree from Guanghua School of Management, Peking University (北京大學), PRC, in January 2007.

Chairman Liu is the sole beneficial owner and sole director of Kouunn Holdings which is the controlling shareholder of the Company. Apart from this, Chairman Liu does not have any other relationship with any Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company. He does not at present nor did he in the last three years hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Chairman Liu directly held 380,900 Shares of the Company. As Chairman Liu is the sole beneficial owner of Kouunn Holdings, by virtue of the SFO, he was deemed to be interested in the 422,749,525 Shares owned by Kouunn Holdings. Chairman Liu was also interested in 571,350 RSUs granted to him under the RSU Scheme entitling him to receive 571,350 Shares subject to vesting.

Chairman Liu has entered into a service contract with the Company for an initial term of three years commencing from 18 September 2016. Chairman Liu, pursuant to the service contract, is entitled to a salary of JPY18,211,723 per annum, as determined by the Board with reference to the recommendation from the Remuneration Committee having taken into account salaries paid by comparable companies, time commitment and responsibilities of the Directors and performance of the Group. He is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Articles of Association.

There is no information which is discloseable nor is/was Chairman Liu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.

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APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(2) MR. ITO YASUKI

Mr. Ito Yasuki (伊藤康樹), aged 56, was appointed as an executive Director, Chief Marketing Officer and President of Japan Operations of the Company on 14 June 2016. He is mainly responsible for overseeing the marketing strategies and operations of the Group and overseeing its business in Japan. Mr. Ito has also served as president and representative director of Honma Japan since 21 December 2015, and as the director of the Marketing Division and the Third Overseas Sales Division since 1 February 2016. Mr. Ito joined the Group on 1 April 1985 and has served the Group for more than 32 years, during which he has gained extensive experience in the marketing of golf products. In February 1990, he joined as the senior staff of Ogikubo Office (荻窪營業所), and in April 1997, he became the manager of the Second Section of the First Department of the Sales Division. After that, he served in various positions in the Group, including as the deputy director of the Fifth Department of the Sales Division from May 2002 to March 2006, as the director of various sales and planning departments from April 2007 to April 2011, as the operating director of the Marketing Division from May 2011 to March 2014, and as the managing operating director of the Marketing Division from April 2014 to December 2015. Mr. Ito obtained a bachelor’s degree in business from Seikei University, Japan, in March 1985.

Mr. Ito does not have any relationship with any Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company. He does not at present nor did he in the last three years hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Ito directly held 160 Shares of the Company. Mr. Ito was also interested in 571,740 RSUs granted to him under the RSU Scheme entitling him to receive 571,740 Shares subject to vesting. Mr. Ito has entered into a service contract with the Company for an initial term of three years commencing from 18 September 2016. Mr. Ito, pursuant to the service contract, is entitled to a salary of JPY16,366,366 per annum and a contractual annual performance bonus of JPY5,767,650, as determined by the Board with reference to the recommendation from the Remuneration Committee having taken into account salaries paid by comparable companies, time commitment and responsibilities of the Directors and performance of the Group. He is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Articles of Association.

There is no information which is discloseable nor is/was Mr. Ito involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.

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APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(3) MR. MURAI YUJI

Mr. Murai Yuji (邨井勇二), aged 57, was appointed as an executive Director and Chief Sales Officer of the Company on 14 June 2016. He is mainly responsible for overseeing the sales strategies and operations of the Group. Since 1 February 2016, Mr. Murai has also been the managing operating director of the Domestic Sales Division, as well as the managing operating director and head of the First Overseas Sales Division. Mr. Murai joined the Group in April 1983 and has served the Group for more than 34 years, during which he has gained extensive experience in the sales operations of golf products. Mr. Murai served as the deputy manager of various sales departments from April 1992 to March 1997. He was deputy director of the First Department of the Sales Division as well as deputy director of the Construction Department from April 1997 to March 2001, and deputy director and director of the Overseas Sales Department of the Sales Division from April 2001 to March 2007. From April 2007 to March 2009, Mr. Murai served as operating director of the Overseas Sales Division. Thereafter, he served as the operating director of the Domestic Sales Division from April 2009 to April 2011, as the operating director of the Sales Division from May 2011 to March 2012, and back to the position of operating director of the Domestic Sales Division from April 2012 to March 2014. Mr. Murai then served as the managing operating director of the Domestic Sales Division from April 2014 to January 2016. Mr. Murai obtained a bachelor’s degree in political economics from Nihon University, Japan, in March 1983.

Mr. Murai does not have any relationship with any Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company. He does not at present nor did he in the last three years hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Murai directly held 480 Shares of the Company. Mr. Murai was also interested in 457,470 RSUs granted to him under the RSU Scheme entitling him to receive 457,470 Shares subject to vesting.

Mr. Murai has entered into a service contract with the Company for an initial term of three years commencing from 18 September 2016. Mr. Murai, pursuant to the service contract, is entitled to a salary of JPY13,556,077 per annum and a contractual annual performance bonus of JPY6,979,350, as determined by the Board with reference to the recommendation from the Remuneration Committee having taken into account salaries paid by comparable companies, time commitment and responsibilities of the Directors and performance of the Group. He is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Articles of Association.

There is no information which is discloseable nor is/was Mr. Murai involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.

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APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(4) MR. ZUO JUN

Mr. Zuo Jun (左軍), aged 44, was appointed as an executive Director, Chief Administrative Officer and President of China Operations of the Company on 14 June 2016. He is also a member of the Remuneration Committee of the Company. He is primarily responsible for overseeing the administrative management of the Group and overseeing its business in the PRC. Mr. Zuo has been the president of WP International Trading since he joined the Group in February 2015 and a director of Honma Japan since June 2015. Mr. Zuo has nearly 21 years of experience in business management and operations. Prior to joining the Group, Mr. Zuo was a vice president of POVOS Electrical Appliance (Shanghai) Co., Ltd. (奔騰電器(上海)有限公司), a comprehensive high-tech enterprise which centres on development, manufacture and distribution of household electrical appliance, from March 2009 to December 2014. He was deputy general manager at TCL Household Appliance (Nanhai) Company (TCL小家電（南海）有限公司) from June 2006 to September 2008. From September 2004 to June 2006, he served as general manager of Shunde Ecom Intelligent Household Appliance Co., Ltd. (順德一家智能電器有限公司), a company engaged in intelligent household appliances manufacturing. He worked at Shunde Gree Household Appliance Company (順德格力小家電有限公司) as deputy general manager from June 2002 to June 2004. Mr. Zuo graduated from Central South University (中南大學, formerly known as Central South University of Technology (中南工業大學)), PRC, with a master’s degree in thermal engineering in March 1996.

Mr. Zuo does not have any relationship with any Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company. He does not at present nor did he in the last three years hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Zuo directly held 254,020 Shares of the Company. Mr. Zuo was also interested in 381,030 RSUs granted to him under the RSU Scheme entitling him to receive 381,030 Shares subject to vesting.

Mr. Zuo has entered into a service contract with the Company for an initial term of three years commencing from 18 September 2016. Mr. Zuo, pursuant to the service contract, is entitled to a salary of JPY15,264,066 per annum, as determined by the Board with reference to the recommendation from the Remuneration Committee having taken into account salaries paid by comparable companies, time commitment and responsibilities of the Directors and performance of the Group. He is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Articles of Association.

There is no information which is discloseable nor is/was Mr. Zuo involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.

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APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(5) MR. LU POCHIN CHRISTOPHER

Mr. Lu Pochin Christopher (盧伯卿), aged 58, was appointed as an independent non-executive Director of the Company on 18 September 2016. He is also the chairman of the Audit Committee and a member of the Nomination Committee of the Company. Mr. Lu worked at Deloitte Touche Tohmatsu for approximately 30 years from 1981, where he served in various positions, including chief executive officer of Deloitte Huayong Certified Public Accountants, managing partner of Eastern China Region, co-chairman of China Service Group, and the managing partner of the client and market strategy department. Mr. Lu is currently an executive director of Foxconn Interconnect Technology Ltd. and since August 2015, Mr. Lu has served as an independent director of Greenland Holdings Corporation Limited (綠地控股集團股份有限公司), a real property development company which is listed on the Shanghai Stock Exchange (stock code: 600606). He has also served as an independent non-executive director of Pantronics Holdings Limited (桐成控股有限公司), a manufacturer in the electronic manufacturing services industry which is listed on the Stock Exchange (stock code: 1611) since October 2016.

Mr. Lu has been a member of the American Institute of Certified Public Accountants since November 1988, and he is also a member of the Shanghai Institute of Certified Public Accountants. Mr. Lu graduated from the University of Illinois at Urbana-Champaign, USA, in January 1980 with a bachelor’s degree of science majoring in accountancy, and in January 1981 with a master’s degree in accounting science. He was presented with the Magnolia Silver Award by the Shanghai Municipal People’s Government in 2003, and the Magnolia Gold Award by the Shanghai Municipal People’s Government in 2005.

Mr. Lu does not have any relationship with any Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company. As at the Latest Practicable Date, Mr. Lu did not have any interests in the Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Lu has entered into an appointment letter with the Company for a fixed term of three years commencing from 18 September 2016. Mr. Lu, pursuant to the appointment letter, is entitled to a director’s fee of RMB500,000 per annum, as determined by the Board with reference to the recommendation from the Remuneration Committee having taken into account market practice, time commitment and responsibilities of the Directors and performance of the Group. He is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Articles of Association.

There is no information which is discloseable nor is/was Mr. Lu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.

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APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(6) MR. WANG JIANGUO

Mr. Wang Jianguo (汪建國), aged 56, was appointed as an independent non-executive Director of the Company on 18 September 2016 and he is also the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company. Mr. Wang has been the chairman of the Five Star Holdings Group Co., Ltd. (五星控股集團有限公司) since February 2009. Before that, Mr. Wang was the vice president of the Asia-Pacific Region for Best Buy Co., Inc., an American multinational consumer electronics corporation which is listed on the New York Stock Exchange (stock code: BBY). From December 1998 to February 2009, Mr. Wang served as the chairman and president of Jiangsu Five Star Appliance Co., Ltd. (江蘇五星電器有限公司), a company engaged in the sales of appliances. From July 1992 to October 1998, Mr. Wang worked at Jiangsu Wujiaohua Corporation (江蘇省五交化總公司), and served in various positions including manager of comprehensive development, deputy general manager and general manager.

Mr. Wang graduated from the Australian National University, Australia, in July 2004 with an executive master’s degree in business administration. He has been the vice chairman of Jiangsu General Chamber of Commerce since December 2014. Mr. Wang was awarded the Service Industry Professional Special Contribution Award by Jiangsu Provincial People’s Government in October 2014. Mr. Wang was granted the Outstanding Achievement Award by the China Chain Store & Franchise Association in November 2012. He was elected as the Model Worker of the National Business System (全國商務系統勞動模範) by the Ministry of Personnel and the Ministry of Commerce of the PRC in 2007. Mr. Wang has been sponsor of Hupan University (湖畔大學) since September 2015.

Mr. Wang does not have any relationship with any Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company. He does not at present nor did he in the last three years hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Wang did not have any interests in the Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Wang has entered into an appointment letter with the Company for a fixed term of three years commencing from 18 September 2016. Mr. Wang, pursuant to the appointment letter, is entitled to a director’s fee of RMB300,000 per annum, as determined by the Board with reference to the recommendation from the Remuneration Committee having taken into account market practice, time commitment and responsibilities of the Directors and performance of the Group. He is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Articles of Association.

There is no information which is discloseable nor is/was Mr. Wang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.

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APPENDIX I

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(7) MR. XU HUI

Mr. Xu Hui (徐輝), aged 43, was appointed as an independent non-executive Director of the Company on 18 September 2016 and he is also a member of the Audit Committee and the Remuneration Committee of the Company. Mr. Xu has been the chief executive officer of Shanghai Xinfeifan E-commerce Co., Ltd. (上海新飛凡電子商務有限公司) since November 2016. He served as the general manager of customer services and support of Greater China at Microsoft Corporation from March 2013 to December 2014 and as the vice president of Greater China at Microsoft Corporation from January 2015 to November 2016. From October 2009 to February 2013, he served in various positions in SAP Beijing Software System Co., Ltd, a multinational software company, including as the sales director, general manager of East and Central China and the vice president of Greater China. Mr. Xu had also held various positions at IBM China Company Limited since November 1996, including its business representative and clusters client unit executive of financial services sector.

Mr. Xu obtained his bachelor’s degree in communications engineering from Shanghai Jiao Tong University (上海交通大學), PRC, in July 1995 and his executive master of business administration degree from Peking University (北京大學), PRC, in January 2007. He has served as an entrepreneurship mentor at Shanghai Jiao Tong University and Tongji University (同濟大學) since 2015 and at Fudan University (復旦大學) School of Management since 2016. Mr. Xu does not have any relationship with any Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company. He does not at present nor did he in the last three years hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Xu did not have any interests in the Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Xu has entered into an appointment letter with the Company for a fixed term of three years commencing from 18 September 2016. Mr. Xu, pursuant to the appointment letter, is entitled to a director’s fee of RMB300,000 per annum, as determined by the Board with reference to the recommendation from the Remuneration Committee having taken into account market practice, time commitment and responsibilities of the Directors and performance of the Group. He is subject to retirement by rotation at least once every three years at the annual general meeting of the Company in accordance with the Articles of Association.

There is no information which is discloseable nor is/was Mr. Xu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning him that need to be brought to the attention of the Shareholders.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 609,050,000 Shares.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 609,050,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 60,905,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASES

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Shares repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASES

The company may only apply funds legally available for share repurchases in accordance with its Articles of Association, the laws of the Cayman Islands and any other applicable laws.

4. IMPACT OF SHARE REPURCHASES

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2017) in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase 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 levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX II

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have been traded on the Stock Exchange during the period from the Listing Date up to and including the Latest Practicable Date were as follows:

	**Share **	Price
Month	Highest	Lowest
	HK$	HK$
2016
October (from the Listing Date)	10.50	8.34
November	9.35	6.96
December	9.04	8.06
2017
January	9.00	7.00
February	7.43	6.20
March	6.93	5.67
April	6.26	5.70
May	7.70	5.95
June	8.12	6.75
July (up to the Latest Practicable Date)	7.49	7.03

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that he or she has a present intention to sell any Shares to the Company, or that he or she has undertaken not to do so in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX II

7. TAKEOVERS CODE

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Chairman Liu and Kouunn Holdings, the controlling shareholders of the Company, together control the exercise of voting rights of 423,130,425 Shares representing approximately 69.47% of the total issued share capital of the Company. In the event that the Directors exercised the proposed Repurchase Mandate in full, the aggregate shareholding of Chairman Liu and Kouunn Holdings would be increased to approximately 77.19% of the issued share capital of the Company. The Directors consider that such increase in shareholding would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would reduce the issued share capital in the public to less than 25%. Any repurchase of Shares that results in the number of Shares held by the public being reduced to less than 25% of the Shares then in issue, being the relevant minimum prescribed percentage as required by the Stock Exchange, could only be implemented if the Stock Exchange agreed to waive the requirement regarding the public float under Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to such an extent as would, in the circumstances, result in the aggregate number of Shares held by the public shareholders falling below such prescribed minimum percentage as required by the Stock Exchange.

8. SHARE BUY-BACK MADE BY THE COMPANY

During the six months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

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Honma Golf Limited 本間高爾夫有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6858)

NOTICE OF 2017 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting of Honma Golf Limited 本間高爾夫有限公司 (the “ Company ”) will be held at Pheasant Room and Jasmine Room, 1/F, Mandarin Oriental, Hong Kong, 5 Connaught Road Central, Hong Kong on Friday, 15 September 2017 at 10:00 a.m. for the following purposes:

1. To receive the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “ Directors ”) and auditors of the Company (the “ Auditors ”) for the year ended 31 March 2017.

2. To declare a final dividend of JPY3.00 per share for the year ended 31 March 2017.

3. To re-elect Directors as follows:

4. (a) To re-elect Mr. Liu Jianguo as Director.

5. (b) To re-elect Mr. Ito Yasuki as Director.

6. (c) To re-elect Mr. Murai Yuji as Director.

7. (d) To re-elect Mr. Zuo Jun as Director.

8. (e) To re-elect Mr. Lu Pochin Christopher as Director.

9. (f) To re-elect Mr. Wang Jianguo as Director.

10. (g) To re-elect Mr. Xu Hui as Director.

11. To authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration.

12. To re-appoint Ernst & Young as Auditors and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

• (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally granted to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

• (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (c) for the purposes 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;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

• (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally granted to the directors of the Company (the “ Directors ”) to exercise during the Relevant Period (as defined below) all the powers of the Company to issue, allot and deal with additional shares of the Company (“ Shares ”) or securities convertible into Shares or options, warrants or similar rights to subscribe for Shares or such convertible securities and to make or grant offers, agreements or options (including but not limited to warrants, bonds, debentures, notes and other securities convertible into Shares), which would or might require the exercise of such powers;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the mandate in paragraph (a) above shall authorise the Directors to make or grant offers, agreements and options (including but not limited to warrants, bonds, debentures, notes and other securities convertible into Shares) during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of shares issued, allotted or dealt with or to be issued, allotted or dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with by the Directors pursuant to the mandate in paragraph (a) above , otherwise than pursuant to:

• (i) a Rights Issue (as defined below); or

• (ii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or

• (iii) the exercise of options under the share option scheme of the Company; or

• (iv) any issue of shares upon exercise of rights of subscription or conversion attaching to any warrants or securities of the Company which are convertible into shares; or

• (v) any specific authority granted or to be granted by the shareholders of the Company in general meeting,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

• (d) for the purposes 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;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions

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NOTICE OF ANNUAL GENERAL MEETING

or other arrangements as the 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 stock exchange).”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT conditional upon the passing of the resolutions numbered 6 and 7 as set out in the notice convening this meeting, the general mandate granted to the directors of the Company pursuant to resolution numbered 7 to exercise the powers of the Company to issue, allot and deal with additional shares of the Company be and is hereby extended by the addition thereto the aggregate number of shares to be repurchased by the Company under the authority granted pursuant to resolution numbered 6, provided that such number in aggregate shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.”

For and on behalf of the Board Honma Golf Limited 本間高爾夫有限公司 LIU Jianguo Chairman

24 July 2017

Notes:

1. All resolutions at the meeting will be taken by poll except where the chairman decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and on a poll, vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. 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. A proxy need not be a member of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. On a poll, every member present in person or by proxy shall have one vote for each share registered in his name in the register of members of the Company. On a show of hands, every member present in person shall have one vote.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Accordingly, the form of proxy must be delivered to the Company’s share registrar in Hong Kong not later than 10:00 a.m. on Wednesday, 13 September 2017 .

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NOTICE OF ANNUAL GENERAL MEETING

1. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.

2. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 12 September 2017 to Friday, 15 September 2017, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, 11 September 2017.

3. For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the Annual General Meeting), the register of members of the Company will be closed on Thursday, 21 September 2017, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 20 September 2017.

4. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, the executive Directors are Mr. LIU Jianguo (Chairman), Mr. ITO Yasuki, Mr. MURAI Yuji and Mr. ZUO Jun; and the independent non-executive Directors are Mr. LU Pochin Christopher, Mr. WANG Jianguo and Mr. XU Hui.

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