Honma Golf Limited — Proxy Solicitation & Information Statement 2020

Jul 23, 2020

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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)

Number of shares to which this form of proxy relates [(Note][1)]

FORM OF PROXY FOR THE 2020 ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 10 SEPTEMBER 2020

I/We [(Note][2)]

of being the registered holder(s) of shares in the issued share capital of Honma Golf Limited 本間高爾夫有限公司 (the “ Company ”) hereby appoint the Chairman of the meeting [(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the 2020 annual general meeting (the “ AGM ”) of the Company to be held at 31F, SWFC, 100 Century Avenue, Pudong New District, Shanghai, PRC on Thursday, 10 September 2020 at 10:00 a.m. and at any adjournment thereof. Please put a tick (“�”) in the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

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ORDINARY RESOLUTIONS FOR AGAINST
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 2020.
2. To declare a final dividend of JPY1.50 per share for the year ended 31 March 2020.
3(a). To re-elect Mr. Ito Yasuki as Director.
3(b). To re-elect Mr. Murai Yuji as Director.
3(c). To re-elect Mr. Wang Jianguo as Director.
4. To authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration.
5. To re-appoint Ernst & Young as the Auditors and to authorise the Board to fix their
remuneration.
6. To grant a general mandate to the Directors to repurchase shares of the Company not exceeding
10% of the total number of issued shares of the Company as at the date of passing of this
resolution.
7. To grant a general mandate to the Directors to issue, allot and deal with additional shares of
the Company not exceeding 20% of the total number of issued shares of the Company as at the
date of passing of this resolution.
8. To extend the general mandate granted to the Directors to issue, allot and deal with additional
shares in the capital of the Company by the aggregate number of the shares to be repurchased
by the Company.
SPECIAL RESOLUTION
9. To approve and adopt the amended and restated memorandum and articles of association of the
Company in substitution for, and to the exclusion of, the existing memorandum and articles of
association of the Company.
Date: 2020 Signature(s) [(Note] [5)] :
Notes:
1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your
name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.
2. Full name(s) and address to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.
3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space
provided. Any member of the Company entitled to attend and vote at the AGM 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 AGM. 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 this 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.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (“ � ”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION,
PLEASE PUT A TICK (“ � ”) IN THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his
discretion on any amendment of a resolution put to the AGM for which it is given.
5. This form of proxy must be signed in writing under the hand of you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its seal or under the hand
of an officer, attorney or other person duly authorised to sign the same. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS
IT .
6. In case of joint holders, if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present being the most or, as the case may be, the
more senior shall alone be entitled to vote in respect of the relevant joint holding, and for this purpose, seniority will be determined by reference to the order in which the names of the joint holders
stand on the register of members of the Company in respect of the relevant joint holding.
7. In order to be valid, this 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 as
soon as possible but in any event not less than 48 hours before the time appointed for the AGM or any adjournment thereof. Accordingly, this form of proxy must be delivered to the Company’s
Hong Kong share registrar no later than 10:00 a.m. on Tuesday, 8 September 2020 (Hong Kong time).
8. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the AGM and, in such event, this form of proxy shall be deemed to be revoked.
PERSONAL INFORMATION COLLECTION STATEMENT
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Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to the Company (send to Computershare Hong Kong Investor Services Limited at the above address).