Honma Golf Limited — Proxy Solicitation & Information Statement 2018

Jul 26, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult 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 RETIRING 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 Taishan Room, Level 5, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Wednesday, 12 September 2018 at 9:00 a.m. is set out on pages 13 to 17 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 less than 48 hours before the time appointed for the Annual General Meeting (i.e. no later than 9:00 a.m. on Monday, 10 September 2018 (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.

27 July 2018

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3. Proposed Granting of General Mandates to Repurchase Shares and to Issue Shares .	4
4. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I — Details of the Retiring Directors Proposed to be Re-elected at the
Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II — Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . . . .	10
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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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 Taishan Room, Level 5, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Wednesday, 12 September 2018 at 9:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 13 to 17 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 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 13 to 17 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 British Virgin Islands, a controlling shareholder and wholly-owned by Chairman Liu

• “Latest Practicable Date” 20 July 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “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 13 to 17 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)” the ordinary share(s) in the share capital of the Company “Shareholder(s)” the registered holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Takeovers Code” The Codes on Takeovers and Mergers issued by the Securities and Futures Commission (as amended from time to time)

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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)

Non-executive Director: Mr. YANG Xiaoping (楊小平先生)

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

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)

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

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

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

27 July 2018

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES

1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 12 September 2018.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 16.18 of the Articles of Association, Mr. Ito Yasuki, Mr. Murai Yuji and Mr. Xu Hui shall retire by rotation at the Annual General Meeting. In addition, Mr. Yang Xiaoping who has been appointed by the Board on 28 May 2018 shall hold office until the Annual General Meeting pursuant to article 16.2 of the Articles of Association. All of the retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

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

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

At the annual general meeting of the Company held on 15 September 2017, 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 13 to 17 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 13 to 17 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 ordinary resolution to propose 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 13 to 17 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 less 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 Hong Kong share registrar no later than 9:00 a.m. on Monday, 10 September 2018 (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 retiring 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 RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

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

(1) MR. ITO YASUKI

Mr. Ito Yasuki (伊藤康樹), aged 57, 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 33 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 228,856 Shares. Mr. Ito was also interested in 228,696 RSUs granted to him under the RSU Scheme entitling him to receive 228,696 Shares subject to vesting.

Mr. Ito has entered into a service contract with the Company for a fixed 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 of the Company 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 13.51(2)(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 RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(2) MR. MURAI YUJI

Mr. Murai Yuji (邨井勇二), aged 58, 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 35 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 183,468 Shares. Mr. Murai was also interested in 182,988 RSUs granted to him under the RSU Scheme entitling him to receive 182,988 Shares subject to vesting.

Mr. Murai has entered into a service contract with the Company for a fixed 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 of the Company 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 13.51(2)(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 RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(3) MR. YANG XIAOPING

Mr. Yang Xiaoping (楊小平), aged 54, was appointed as a non-executive Director on 28 May 2018. He is responsible for providing strategic advice on the business development of the Group.

Mr. Yang has been the senior vice chairman of Charoen Pokphand Group Company Limited, a substantial shareholder of the Company, since January 2017, an executive director and the vice chairman of C.P. Lotus Corporation (卜蜂蓮花有限公司), a company listed on the Stock Exchange (stock code: 121), since April 2000 and January 2012 respectively, and chief executive officer of CT Bright Holdings Limited (正大光明控股有限公司) since May 2003. He has also been a non-executive director of Ping An Insurance (Group) Company of China, Ltd. (中國平安保險（集團）股份有限公司), a company listed on the Stock Exchange (stock code: 2318), since June 2013, CITIC Limited (中國中信股份有限公司), a company listed on the Stock Exchange (stock code: 267), since August 2015 and Tianjin Binhai Teda Logistics (Group) Corporation Limited (天津濱海泰達物流集團股份有 限公司), a company listed on the Stock Exchange (stock code: 8348), since December 2012 respectively.

Mr. Yang previously acted as the manager of the China Division of Nichiyo Co., Ltd. from 1989 to 1993 and the chief representative of the Beijing Office of Nichiyo Co., Ltd. from 1993 to 2001. Mr. Yang was a member of The Twelfth National Committee of the Chinese People’s Political Consultative Conference. He is the vice president of the China Institute for Rural Studies of Tsinghua University (清華大學中國農村研究院), the associate dean of the Institute of Global Development of Tsinghua University (清華大學全球共同發展研究院) and the chairman of the Related Party Transaction Committee of the board of directors of China Minsheng Investment (Group) Corp., Ltd. (中國民生投資股份有限公司). Mr. Yang holds a bachelor’s degree from Jiangxi Institute of Technology (江西省工學院) and he also has experience studying in Japan.

Save as disclosed above, Mr. Yang does not have any relationship with any other Directors, senior management, substantial shareholder(s) or controlling shareholder(s) of the Company.

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

Mr. Yang has entered into an appointment letter with the Company for a fixed term of three years commencing from 28 May 2018. Mr. Yang, pursuant to the appointment letter, is entitled to a director’s fee of RMB200,000 per annum, as determined by the Board with reference to the recommendation from the remuneration committee of the Company 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. Yang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(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 RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

(4) MR. XU HUI

Mr. Xu Hui (徐輝), aged 44, was appointed as an independent non-executive Director 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 and executive director of Shenzhen Chuangxin Qizhi Technology Co., Ltd. (深圳創新奇智科技有限公司) since February 2017. He served as the general manager of customer services and support of Greater China at Microsoft Corporation from March 2013 to December 2014, the vice president of Greater China at Microsoft Corporation from January 2015 to November 2016 and the chief executive officer of Shanghai Xinfeifan E-commerce Co., Ltd. (上海新飛凡電子商務有限公司) from November 2016 to January 2017. 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 of the Company 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 13.51(2)(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 REPURCHASE

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 repurchase 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 a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with its memorandum and articles of association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital 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 2018) 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 each of the previous 12 months up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2017
July	7.54	7.03
August	7.72	6.55
September	8.00	6.81
October	8.38	7.50
November	8.54	7.46
December	8.18	6.96
2018
January	9.40	7.55
February	8.98	7.70
March	9.30	8.12
April	8.89	8.18
May	10.20	8.20
June	10.36	7.46
July (up to and including the Latest Practicable Date)	8.99	7.80

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 they have a present intention to sell any Shares to the Company, or that they have 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.

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

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APPENDIX II EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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 324,512,775 Shares representing approximately 53.28% 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 59.20% 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.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 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 2018 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 Annual General Meeting (the “ Meeting ”) of Honma Golf Limited本間高爾夫有限公司 (the “ Company ”) will be held at Taishan Room, Level 5, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Wednesday, 12 September 2018 at 9:00 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 2018.

2. To declare a final dividend of JPY3.23 per share for the year ended 31 March 2018.

3. To re-elect the following retiring Directors, each as a separate resolution:

4. (a) To re-elect Mr. Ito Yasuki as Director.

5. (b) To re-elect Mr. Murai Yuji as Director.

6. (c) To re-elect Mr. Yang Xiaoping as Director.

7. (d) To re-elect Mr. Xu Hui as Director.

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

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

10. 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 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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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 date of 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 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 ”) and to make or grant offers, agreements or options, which would or might require the exercise of such powers;

• (b) the mandate in paragraph (a) above shall authorise the Directors to make or grant offers, agreements and options 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

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NOTICE OF ANNUAL GENERAL MEETING

• (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 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 date of 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 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 6 and 7 as set out in the notice convening this meeting, the general mandate granted to the Directors pursuant to resolution 7 to exercise the powers of the Company to issue, allot and deal with additional shares of the

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NOTICE OF ANNUAL GENERAL MEETING

Company be and is hereby extended by the addition thereto the aggregate number of shares of the Company to be repurchased by the Company under the authority granted pursuant to resolution 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 of the Board

27 July 2018

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 on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). 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 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 less 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 Hong Kong share registrar no later than 9:00 a.m. on Monday, 10 September 2018 (Hong Kong time).

4. 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.

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NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 7 September 2018 to Wednesday, 12 September 2018, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, investors are required to lodge all transfer documents accompanied by the relevant share certificates 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 no later than 4:30 p.m. on Thursday, 6 September 2018.

2. For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the Meeting), the register of members of the Company will be closed on Tuesday, 18 September 2018 during which period no transfer of shares will be registered. In order to be qualified for the proposed final dividend, investors are required to lodge all transfer documents accompanied by the relevant share certificates 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 no later than 4:30 p.m. on Monday, 17 September 2018 (Hong Kong time).

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; the non-executive Director is Mr. YANG Xiaoping; and the independent non-executive Directors are Mr. LU Pochin Christopher, Mr. WANG Jianguo and Mr. XU Hui.

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