HONMA GOLF LIMITED
本間高爾夫有限公司
TERMS OF REFERENCE FOR THE
REMUNERATION COMMITTEE(Adopted by the Company pursuant to the Board Resolution
passed on November 29, 2022)
Constitution
1.

The remuneration committee (the “ Committee ” ) is established pursuant to a resolution
passed by the board of directors (the “Board”) of Honma Golf Limited (the “Company”) on
September 18, 2016.

Membership
2.

Members of the Committee shall be appointed by the Board and shall comprise such LR3.25
number of directors of the Company as the Board may determine, provided a majority ofthe Committee shall comprise members who are independent non-executive directors of theCompany.

3.

Unless otherwise determined by the Board, the minimum number of members of theCommittee shall be three. If a member resigns, ceases to be a director or for any other reason
ceases to be a member of the Committee resulting in a reduction of the number of members
below the minimum, the Board shall, within three months of that event, appoint such numberof new members as may be required to make up the minimum.

4.

The chairman of the Committee shall be appointed by the Board and shall be an independent LR3.25
non-executive director. In the absence of the chairman, the remaining members present shallelect one of themselves to chair the meeting. The chairman of the Board shall not be thechairman of the Committee.

5.

The Board or the Committee shall from time to time appoint any particular member of theCommittee or any officer or employee of the Company or its subsidiaries as the secretaryof the Committee. In the absence of the secretary of the Committee, the remaining memberspresent shall elect one of themselves or appoint another person as the secretary for thatmeeting.

1Frequency of meetings
6.

The Committee shall meet at least once a year. Additional meetings may be held as and whenrequired.

Notice of meetings
7.

A meeting of the Committee may be convened by any of its members or the secretary of theCommittee.

8.

Unless otherwise agreed by all the members of the Committee, notice of each meeting stating
the time, date and place of the meeting shall be given to each member of the Committee andany other person invited to attend at least seven days prior to the date of the meeting.

9.

Agenda and any supporting documents and papers shall be forwarded to each member of theCommittee and any other person invited to attend at least three days prior to the date of themeeting (or such other period as the members may agree).

Proceedings of meetings and resolutions
10.

No business shall be transacted at any meeting of the Committee unless a quorum is present.
The quorum of a meeting shall be two members of the Committee (at least one of whomshould be an independent non-executive director).

11.

Only members of the Committee have the right to attend Committee meetings. Other persons
including but not limited to any director, management, external advisor or consultant may beinvited by the Committee to attend for all or part of any meeting as and when appropriate.

12.

Meetings of the Committee may be held either in person or through electronic means ofcommunication or in such other manner as the members may agree.

13.

Questions arising at any meeting shall be determined by a majority of votes of the membersof the Committee present. Each member of the Committee shall have one vote. In the case ofany equality of votes the chairman of the meeting shall have an additional or casting vote.

14.

Members must abstain from voting in respect of any resolution which he/she is an interested
party.

2

15.

A resolution in writing signed by all members of the Committee shall be as valid andeffectual as if it had been passed at a meeting of the Committee. Any such resolution may becontained in a single document or may consist of several documents in like form each signedby one or more of the members of the Committee.

16.

Draft and final versions of minutes of the Committee meetings shall be sent to all Committee App14
C.5.4
members for their comment and records respectively within a reasonable time after the C.5.5
meeting.

17.

The secretary of the Committee shall cause full minutes with sufficient details to be made in App14
C.5.4
books to be provided for the purpose of the proceedings of all meetings of the Committee and C.5.5
of the attendances thereat and of all business transacted, resolutions passed and orders madeat such meetings. Such minutes of meetings of the Committee shall be open for inspection at
any reasonable time on reasonable notice by any Director. Any such minutes of any meeting,if purporting to be signed by the chairman of such meeting or by the chairman of the next
succeeding meeting of the Committee, shall be sufficient evidence without any further proofof the facts therein stated.

18.

Save as otherwise provided herein expressly, proceedings of meetings of the Committee shallbe governed by the provision of the articles of association of the Company for regulating theproceedings of meetings of the Board mutatis mutandis.

Authority

LR3.2619.

The authorities of the Committee shall include such authorities set out in the relevant
code provisions of the Corporate Governance Code and Corporate Governance Report (the“ Corporate Governance Code and Corporate Governance Report ” ) as contained inAppendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange ofHong Kong Limited (the “Listing Rules”) (as amended from time to time).

20.

The Committee is authorized by the Board to seek any information it requires from themanagement of the Company in order to perform its duties.

21.

The Committee is authorized by the Board to obtain any independent professional advice, at App14
C.5.6
the Company’s expense, from any person if it considers necessary to perform its duties.

22.

The Committee is to be provided with sufficient resources to discharge its duties.

23.

The Committee shall consult the chairman of the Board and/or the chief executive officer of
the Company about its proposals relating to the remuneration of other executive directors.

3Duties and functions
24.

LR3.26The duties and functions of the Committee shall include such duties and functions set out inthe relevant code provisions of the Corporate Governance Code and Corporate Governance
Report. Without prejudice to the foregoing, the Committee shall:–(a)make recommendations to the Board on the Company’s policy and structure for all App14
E.1.2(a)directors’ and senior management remuneration and on the establishment of a formal
and transparent procedure for developing remuneration policy;(b)

determine the policy for the remuneration of executive directors, assess performance ofexecutive directors and approve the terms of executive directors’ service contracts;(c)review and approve the management’s remuneration proposals with reference to the App14
E.1.2(b)Board’s corporate goals and objectives;(d)either:App14
E.1.2(c)(i)

determine, with delegated responsibility, the remuneration packages of individual
executive directors and senior management; or(ii)make recommendations to the Board on the remuneration packages of individual
executive directors and senior management.

This should include benefits in kind, pension rights and compensation payments,
including any compensation payable for loss or termination of their office orappointment;
App14
E.1.2(d)(e)

make recommendations to the Board on the remuneration of non-executive directors;(f)consider salaries paid by comparable companies, time commitment and responsibilities App14
E.1.2(e)and employment conditions elsewhere in the group;(g)review and approve compensation payable to executive directors and senior management App14
E.1.2(f)for any loss or termination of office or appointment to ensure that it is consistent with
contractual terms and is otherwise fair and not excessive;(h)review and approve compensation arrangements relating to dismissal or removal of App14
E.1.2(g)directors for misconduct to ensure that they are consistent with contractual terms andare otherwise reasonable and appropriate;(i)ensure that no director or any of his/her associates is involved in deciding his/her own App14
E.1.2(h)remuneration;(j)to review and/or approve matters relating to share schemes under Chapter 17 of the App14
E.1.2(i)Listing Rules; and(k)consider other topics as defined or directed by the Board.

4

Reporting procedures
25.

The Committee shall report directly to the Board on its findings, decisions and/or App14
C.4.2
recommendations, unless there are legal or regulatory restrictions on its ability to do so(such as restriction on disclosure due to regulatory requirements). At the next meeting of theBoard following a meeting of the Committee, the chairman of the Committee shall report thefindings, decisions and/or recommendations of the Committee to the Board. The secretary ofthe Committee shall also circulate the minutes of meetings, reports and/or written resolutions(if any) of the Committee to all members of the Board.

Corporate Governance report
26.

The work of the Committee during each financial year shall be summarized in the corporate
governance report which constitutes part of the annual report.

27.

The Company should disclose details of any remuneration payable to members of senior
management by band in its annual reports.

Annual general meeting
28.

The chairman of the Committee or in his/her absence, another member of the Committee
or failing this, his/her duly appointed delegate, shall attend the annual general meeting of
the Company and be prepared to answer questions at the annual general meeting on theCommittee’s work and its responsibilities.

Amendment
29.

Subject to the compliance with the articles of association of the Company and the Listing
Rules, any amendment to these terms of reference shall be authorized by the Board.

Publication
30.

The Committee shall make available these terms of reference by publishing them on thewebsites of The Stock Exchange of Hong Kong Limited and the Company.

Note:
1Senior management refers to the same category of persons as referred to in the Company’s latest publishedannual report.

(If there is any inconsistency between the English and Chinese version of these terms of reference,the English version shall prevail.)5